Governance/Foundation/15Oct2012BoardMinutes

= MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF OPENSTACK FOUNDATION = October 15, 2012<>

11:00 a.m. Pacific Time<>

The following are the minutes of a meeting of the Board of Directors (the “Board”) of OpenStack Foundation, a Delaware corporation (the “Foundation”), held at the Manchester Hyatt Hotel in San Diego at the above time pursuant to notice duly given to all directors:

Simon Anderson<> Jesse Andrews<> Tim Bell<> Randy Bias<> Tzi-cker Chiueh<> Hui Cheng<> Alan Clark<> Jim Curry<> Ben Du<> Eileen Evans<> Tristan Goode<> Tobias Ford<> Robert Hirschfeld<> Jon Igoe<> Kyle MacDonald<<BR>> Joshua McKenty (Mr. McKenty arrived at 2 pm)<<BR>> Jon Mittelhauser<<BR>> Todd Moore<<BR>> Boris Renski<<BR>> Sean Roberts<<BR>> Monty Taylor<<BR>> Troy Toman<<BR>> Lew Tucker<<BR>>

Also present for some or all of the meeting were Yoram Heller (Morphlabs), Vin Sharma (Intel), Tsugikazu Shibata (NEC), Jonathan Bryce of the OpenStack Foundation, Mark Collier of the OpenStack Foundation, Jan Sullivan of AT&T (by telephone), Lauren Sell of the OpenStack Foundation, Jeff Shohet of DLA Piper and Mark Radcliffe of DLA Piper.

Mr. Clark called the meeting to order and served as Chairman. The Board asked Mr. Radcliffe to serve as Secretary of the meeting and record the minutes.

Discussion of Antitrust Issues.
Mr. Shohet provided an overview of the Antitrust Policy of the Foundation and the application of the antitrust laws to the operations of the Foundation. The members of the Board asked questions.

Board Procedure.
Mr. Clark discussed the procedures to be used for managing the business of the Board. The members of the Board had a discussion.

Approval of Board Minutes.
Mr. Clark continued to preside over the meeting. Upon motion duly made and seconded, the Board unanimously adopted the following resolutions:

RESOLVED, that the minutes of the Board meeting on September 18, 2012 are approved.

Approval of Amendment of the Technical Committee Member Policy in the Bylaws.
Mr. Bryce discussed the definition of the Active Technical Contributor (“ATC”) in the Technical Committee Member Policy in the bylaws of the Foundation (“Bylaws”). Mr. Bryce described the need to amend the definition of the ATC to appropriately reflect role of the ATC. Upon motion duly made and seconded, the Board voted to delete Section 3(b)(i) of the Technical Committee Member Policy in the Bylaws in its entirety and replacing it with the following new Section 3(b)(i):

"(b)(i)	An Individual Member is an ATC if the individual has had a software contribution approved for inclusion in any of the Official OpenStack Projects (as defined below) during one of the two prior release cycles of the Core OpenStack Project (“Approved Contribution’). Such Individual Member shall remain an ATC for three hundred and sixty five days after the date of acceptance of such Approved Contribution. Official OpenStack Projects are those projects defined and approved by the Technical Committee as critical to the development of the Core OpenStack Projects even if they are not distributed as part of the Core OpenStack Project software and include projects other than the Core OpenStack Projects (Core, Incubated, Library, Gating and Supporting)."

Approval of the Chairman of the Technical Committee.
Mr. Bryce reported that the Technical Committee has selected Mr. Thierry Carrez as the Chair of the Technical Committee. Under the Bylaws, the Board must approve the Chair of the Technical Committee. Upon motion duly made and seconded, the Board adopted unanimously the following resolution:

RESOLVED, that Mr. Thierry Carrez is approved as the Chair of the Technical Committee.

Approval of the CCBY License for Documentation.
The Board discussed the need for a more appropriate license for documentation for the OpenStack Project. The Board determined that it was in the best interests of the Foundation to adopt a documentation license. Upon motion duly made and seconded, the Board unanimously adopted the following resolution:

RESOLVED, that Board adopts the CCBY license for documentation and authorizes the Executive Director to manage the transition of the existing licensed documentation to the CCBY license.

Appointment of Members of the Legal Affairs Committee.
Section 4.15 of the Bylaws provides for a Legal Affairs Committee of five members. Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that the Bylaws provide for a Legal Affairs Committee.

RESOLVED FURTHER, that the Board believes that it is in the best interests of the Foundation to appoint members to the Legal Affairs Committee to make recommendations to the Board.

RESOLVED FURTHER, that the Board appoints the following members to serve at the pleasure of the Board.

Alice King<<BR>> Nissa Strottman<<BR>> Steve Pentlicki<<BR>> Brad Haque<<BR>> Andrew Sinclair<<BR>>

Presentations for Prospective Gold Members.
Mr. Nicolas Marchal and Mr. Loic Dachary of eNovance presented how its Gold Membership will benefit the Foundation. Mr. Marc Villemade, Mr. Philippe Nicolas and Mr. Giorgio Regniof of Scality presented how its Gold Membership will benefit the Foundation.

Discussion of Application for Prospective Gold Members.
The Board went into executive session. The members discussed the applications. The Board terminated the executive session.

Appointment of eNovance as a Gold Member.
The Board discussed the qualifications of eNovance as a potential Gold Member. After a vote, upon motion duly made and seconded, the Board adopted the following resolution:

WHEREAS, it is in the best interest of the Foundation to admit eNovance as a Gold Member; and

WHEREAS, upon execution of the Gold Member Agreement, eNovance should be admitted as a Gold Member.

NOW, THEREFORE, BE IT RESOLVED, that eNovance is admitted as a Gold Member upon the execution of the Gold Member Agreement.

Appointment of Scality as a Gold Member.
The Board discussed the qualifications of Scality as a potential Gold Member. After a vote, upon motion duly made and seconded, the Board adopted the following resolution (Mr. Anderson abstained):

WHEREAS, it is in the best interest of the Foundation not to admit Scality as a Gold Member; and

NOW, THEREFORE, BE IT RESOLVED, that Scality is not admitted as a Gold Member.

Approval of the Proposed Fourth Quarter Budget.
The Board discussed the need to properly manage the financial operations of the Foundation. Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that the budget for the fourth quarter attached as Exhibit A is approved.

Approval of Revised Signing Authority.
Mr. Roberts discussed the recommendations of the Finance Committee regarding signing authority. The members of the Board discussed his proposal. After a vote, upon motion duly made and seconded, the Board unanimously adopted the following resolution:

WHEREAS, the Foundation has hired additional officers and the signing authority needs to be adjusted to reflect this change.

RESOLVED, that the Board approves the following signature authority:

(a)	the Executive Director and Chief Operating Officer of the Foundation are each authorized to act for and on behalf of the Foundation in any matter up to $100,000.00, including the authority to sign agreements, instruments, drafts, certificates, or other documents for the Foundation which are part of the budget approved by the Board;<<BR>> (b)	the Executive Director and Chief Operating Officer of the Foundation together are authorized to act for and on behalf of the Foundation in any matter over $100,000.00, including the authority to sign agreements, instruments, drafts, certificates, or other documents for the Foundation which are part of the budget approved by the Board so long as both officers execute such documents;<<BR>> (c)	the Board delegates the authority to the Finance Committee to increase the budget up to 10% on a calendar quarter basis.

Appointment of Auditors.
Mr. Roberts discussed the recommendation of the Finance Committee regarding engaging an accounting firm for the Foundation. The members of the Board had a discussion. After a vote, upon motion duly made and seconded, the Board unanimously adopted the following resolution:

RESOLVED, that the appointment of Dunagan Jack LLP is approved as accountants for the Foundation. There being no further business to come before the Board and upon motion duly made and seconded, the meeting was then adjourned.

Respectfully submitted,

Mark Radcliffe<<BR>> Secretary of the Meeting

APPROVED:

Alan Clark<<BR>> Chairman of the Meeting