Governance/Foundation/11May2014BoardMinutes

= = MINUTES OF A MEETING OF

THE BOARD OF DIRECTORS OF

OPENSTACK FOUNDATION

May 11, 20149:20 a.m. Eastern Time

The following are the minutes of a meeting of the Board of Directors (the “Board”) of OpenStack Foundation, a Delaware corporation (the “Foundation”), at the Executive Boardroom, Building A, Georgia World Congress, Atlanta Georgia at the above time pursuant to notice duly given to all directors. The following directors were present for all or part of the meeting:
 * Alan Clark
 * Alex Freedland
 * Randy Bias
 * Eileen Evans
 * Boris Renski
 * Brian Stevens
 * Chris Kemp
 * Imad Sousou
 * John Zannos
 * Joshua McKenty
 * Lew Tucker
 * Mark McLoughlin
 * Rob Hirschfeld
 * Simon Anderson
 * Sean Roberts
 * Monty Taylor
 * Tim Bell
 * Toby Ford
 * Todd Moore
 * Tristan Goode (by telephone)
 * Troy Toman
 * Vishvananda Ishaya
 * Yujie Du (by telephone)

Also present for some or all of the meeting were Mr. Bryce, Ms. Sell and Mr. Collier by telephone) of the Foundation; Carol Barrett, David Brown, William Aud (joined at 10:30 am) and Jonathan Donaldson of Intel Corporation, Mr. Karlsson of Telefonaktiebolaget LM Ericsson, Jeremy Stanley and Mr. Radcliffe of DLA Piper.

Mr. Clark called the meeting to order and served as Chairman. Mr. Radcliffe served as Secretary of the meeting and recorded the minutes.

Report by Executive Director.
Mr. Bryce provided a report on the activities of the Foundation for the first quarter of 2014 and the plans for 2014. He also discussed the status of the application to the IRS for a tax exemption.

Tax Matters Committee
The Board discussed the need for a committee to assist the officers to consider options relating to tax issues and provide advice to the Board. Upon motion duly made and seconded, the Board unanimously adopted the following resolutions: The Finance Committee will form a Tax Matters Committee which will be led by Mr. Roberts.

WHEREAS, it is deemed to be in the best interests of the Foundation to appoint a Tax Matters Committee.

NOW, THEREFORE, BE IT RESOLVED, that a Tax Matters Committee of the Board is hereby established.

RESOLVED FURTHER, that the Tax Matters Committee shall have the responsibility to advise the Board on tax matters and make recommendations to the Board.

RESOLVED FURTHER, that the initial members shall be as follows and Mr. Roberts will act as Chairman of the Tax Matters Committee to serve at the pleasure of the Board.
 * Sean Roberts
 * Randy Bias
 * Boris Renski
 * Joshua McKenty
 * Jim Curry
 * Kyle MacDonald
 * Eileen Evans
 * Todd Moore
 * John Zannos

Approval of Board Minutes.
Mr. Clark presented the minutes from the April 3, 2014 Board meeting. After a discussion, the Board then unanimously approved the following resolutions with certain modifications included in the final version attached as Exhibit A:

RESOLVED, that minutes of the Board meeting on April 3, 2014 attached as Exhibit A is approved.

Report on Trademark Policy Change.
Mr. Bryce provided an update on the changes in the trademark program. A Board discussion followed.

Report on DefCore Committee.
Mssrs. Hirschfeld and McKenty provided an update on the discussions of the DefCore Committee. A Board discussion followed. Mr Hirshfeld proposed that the DefCore Core Selection Criteria attached as Exhibit B be adopted. Upon motion duly made and seconded, the Board adopted unanimously the following resolutions:

WHEREAS, it is deemed to be in the best interests of the Foundation to adopt DefCore Core Selection Criteria.

NOW, THEREFORE, BE IT RESOLVED, that the DefCore Core Selection Criteria is adopted.

User Committee Report
Mr. Bell discussed the activities of the User Committee. A Board discussion followed.

Enterprise Adoption Workgroup Report
Mr. Sousou discussed the activities of the workgroup on winning enterprise adoption. A Board discussion followed.

Discussion of Certain Matters.
Mr. Clark noted that the next Board meeting was July 22, 2014. There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 4:40 pm pacific time.

EXHIBIT A

April 3, 2014 Board Minutes https://wiki.openstack.org/wiki/Governance/Foundation/3Apr2014BoardMinutes

EXHIBIT B