Governance/Foundation/2Nov2014BoardMinutes

MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF  OPENSTACK FOUNDATION November 2, 20149:00 a.m. Paris 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 Palais des Congres 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
 * Randy Bias
 * Tim Bell
 * Alan Clark
 * Eileen Evans
 * Alex Freedland
 * Toby Ford
 * Tristan Goode
 * Rob Hirschfeld
 * Chris Kemp (arrived at 10 am)
 * Van Lindberg
 * Mark McLain
 * Mark McLoughlin
 * Christopher MacGown
 * Todd Moore
 * Boris Renski
 * Imad Sousou
 * Monty Taylor
 * Troy Toman
 * Lew Tucker
 * Vishvananda Ishaya (arrived at 10 am)
 * John Zannos
 * Yujie Du

Also present for some or all of the meeting were Jonathan Bryce, Lauren Sell, Heidi Brotz and Mark Collier of the Foundation, certain community members and Mark Radcliffe of DLA Piper. Mr. Clark called the meeting to order and provided an overview of the agenda. He also served as Chairman. Mr. Radcliffe served as Secretary of the meeting and recorded the minutes.

Approval of Board Minutes.

Mr. Clark presented the minutes from the October 20, 2014 Board meeting. Mr. Radcliffe noted that the Board had not formally approved the ten factor test in the DefCore Report for designating sections of code and the resolution approving this procedure should be deleted. After a discussion, upon a motion duly made and seconded the following resolution was unanimously approved by the Board;

RESOLVED, that minutes of the Board meeting on October 20, 2014 (as amended) attached as Exhibit A is approved.

Report of Executive Director

Mr. Bryce provided a report on the activities of the Foundation for the first three quarters of 2014 and the plans for 2015. He also discussed the status of the application to the IRS for a tax exemption.

Presentations by Platinum Member Applicants and Gold Members Applicants

The following companies presented information on why the appointment of their companies as a Platinum Member would benefit the Foundation: Cisco Systems, Inc; EMC; Ericsson; Huawei; and Intel. The following companies presented information on why the appointment of their companies as a Gold Member would benefit the Foundation: Nebula and Symantec.

Discussion of Application for Prospective Platinum Member and Gold Members.

The Board went into executive session. The members discussed the applicants based on the criteria adopted by the Board. The Board terminated the executive session.

Decision on Nebula as a Gold Member Applicant.

The Board discussed the qualifications of Nebula as 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 clarify certain issues prior to voting to appoint Nebula as a Gold Member; and

NOW, THEREFORE, BE IT RESOLVED, that the decision to admit Nebula as a Gold Member is deferred to a Board meeting prior to December 31, 2014.

Decision on Symantec as a Gold Member Applicant.

The Board discussed the qualifications of Symantec as 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 clarify certain issues prior to voting to appoint Symantec as a Gold Member; and

NOW, THEREFORE, BE IT RESOLVED, that the decision to admit Symantec as a Gold Member is deferred to a Board meeting prior to December 31, 2014.

Appointment of Intel as a Platinum Member.

The Board discussed the qualifications of Intel as a potential Platinum 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 Intel as a Platinum Member; and

WHEREAS, upon execution of the Platinum Member Agreement, Intel should be admitted as a Platinum Member.

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

Discussion of Certain Matters.

There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 3:05 pm Paris time.

EXHIBIT A

October 20, 2014 Minutes