Governance/Foundation/14Apr2013BoardMinutes

April 14, 2013 9:00 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”), in Portland Oregon at the Hilton Hotel at the above time pursuant to notice duly given to all directors. The following directors were present for all or part of the meeting:
 * Simon Anderson (arrived at 11:05 am)
 * Nick Barcet
 * Tim Bell
 * Randy Bias
 * Jim Curry (arrived at 11:50 am)
 * Alan Clark
 * Devin Carlin (arrived at 10:05 am)
 * Eileen Evans
 * Tobias Ford
 * Joseph George
 * Tristan Goode
 * Robert Hirschfeld
 * Joseph George
 * Mark McLoughlin
 * Joshua McKenty
 * Boris Renski
 * Sean Roberts
 * Lauren Sell (left at 2:30 pm)
 * Brian Stevens
 * Monty Taylor
 * Troy Toman
 * Lew Tucker

Also present for some or all of the meeting were Mr. Bryce, Mr. Carrez and Julia De Chance of the Foundation (by telephone), Mr. Shibata of NEC, Mr. Peddibhotla of Intel Corporation, Mssrs. Still and Hrnjadovic of Rackspace, Inc. and Mark Radcliffe of DLA Piper. Mr. Karlsson of Telefonaktiebolaget LM Ericsson (“Ericsson”) and Ms. Lin and Mr. Hamapur of Juniper Networks, Inc. (“Juniper”) attended part of the meeting.

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

Discussion of Transparency Procedure
Mr. Clark asked Mr. McKenty and Ms. Sell to discuss their proposals relating to providing more transparency relating to Board discussions. After a discussion, the Board then unanimously approved the following resolutions:

WHEREAS, the Board wishes to ensure that Foundation and Board discussions as transparent as possible;

WHEREAS, the Board is subject to certain responsibilities under Delaware law which may be amended by the adoption of a Transparency Policy:

RESOLVED, that the Foundation staff will work with the Transparency Committee to implement a confidential document storage for confidential documents (“Confidential Storage”) subject to the Transparency Policy to be drafted;

RESOLVED, when the Confidential Storage is available, the email list for the Foundation Board will be made open to the public.

RESOLVED, the archives of the existing Foundation Board email list shall remain confidential at this time.

Discussion of Change of Voting Procedures
Mr. Hirschfeld discussed the procedures for changing the voting procedure and the date on which proposals need to be presented. Mr. Ford will lead a working group in the Transparency Committee to address concerns about potential bias in Board representation.

Report on Organization of Legal Affairs Committee
Mr. McLoughlin reported on proposals for reorganization of the role of the Legal Affairs Committee. A Board discussion followed.

Presentations by Potential Gold Members
Mr. Karlsson of Ericsson presented information on Ericsson presented how its Gold Membership will benefit the Foundation. Ms. Lin and Mr. Hamapur of Juniper Networks. Inc. 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 Ericsson as a Gold Member.
The Board discussed the qualifications of Ericsson as a potential Gold Member. After a vote, upon motion duly made and seconded, the Board adopted (Mr. McKenty dissented and Mr. Renski, Mr. Hirschberg, Mr. Barcet and Mr. Ford abstained) the following resolution:

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

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

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

Appointment of Juniper as a Gold Member.
The Board discussed the qualifications of Juniper as a potential Gold Member. After a vote, upon motion duly made and seconded, the Board adopted (Mr. McKenty, Mr Hirschberg, Mr. Bell, Mr. Barcet, Mr.Ford, Mr. Carlin and Mr. Toman abstained) the following resolution:

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

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

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

Gold Membership Application and Criteria Committee
The Board discussed the need for a review of the publicly available requirements for Gold Members and assistance to Gold Member applicants in the providing sufficient information to the Board as part of their application. The Board determined that this review would be best accomplished through a committee. Upon motion duly made and seconded, the Board adopted the following resolutions:

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

NOW, THEREFORE, BE IT RESOLVED, that a Gold Membership Application and 	Criteria Committee of the Board is hereby established.

RESOLVED FURTHER, that the Gold Membership Application and Criteria Committee 	shall have the responsibility to review the publicly available requirements for Gold 	Members and how best to assist Gold Member applicants in the providing adequate 	information to the Board as part of their application;

RESOLVED FURTHER, that the Gold Membership Application and Criteria Committee 	is hereby established and Mr. Anderson is appointed as the initial member of who will 	also act as Chairman of the Gold Membership Application and Criteria Committee to 	serve at the pleasure of the Board.

Approval of January 31 Minutes
Mr. Clark presented the minutes from the January 31 Board meeting. After a discussion, the Board then unanimously approved the following resolutions:

RESOLVED, that minutes of the Board meeting on January 31, 2013 attached as Exhibit A is approved.

Committee and Working Group Reports
Mr. Taylor provided a report on the use of programs rather than formal “projects”. A Board discussion followed.

Mr. Bell provided a report on the use of OpenStack based on a recent survey.

Mr. Roberts provided the report of the Financial Committee. A Board discussion followed.

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

Secretary of the Meeting

APPROVED:

Alan Clark

Chairman of the Meeting