Governance/Foundation/12Nov2018BoardMinutes

MINUTES OF A MEETING OF

THE BOARD OF DIRECTORS OF

OPENSTACK FOUNDATION

November 12, 20189:03 am CET

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 Berlin Germany offices of Deutche Telecom at the above time pursuant to notice duly given to all directors. The following directors were present by phone for all or part of the meeting:

Alan Clark

Allison Randal

Anni Lai

Arkady Kanevsky

Brian Stein

ChangBo Guo

Chris Price

Egle Sigler

Gnanavelkandan Kathirvel

Imad Sousou

Johan Christensen

Kenji Kaneshige

Kurt Garloff

Lew Tucker

Mark McLoughlin

Monty Taylor

Prakash Ramchandran

Rob Esker

Russell Bryant

Ruan He

Shane Wang

Steven Dake

Tim Bell

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

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Approval of Board Minutes.

Mr. Clark presented the minutes from the May 20, 2018, September 18, 2018, October 25, 2018 and November 1, 2018 board meetings. After a discussion, upon a motions duly made and seconded the following resolutions were unanimously approved by the Board

RESOLVED, that minutes of the Board meeting on 20 May, 2018 attached as Exhibit A B is approved.

RESOLVED, that minutes of the Board meeting on 18 September, 2018 attached as Exhibit BC is approved.

RESOLVED, that minutes of the Board meeting on 25 October, 2018 attached as Exhibit CD is approved.

RESOLVED, that minutes of the Board meeting on 1 November, 2018 attached as Exhibit DE is approved.

Executive Director Update

Mr. Bryce and several members of the OpenStack staff provided an update on the community growth, health and market statistics. Mr. Bryce then previewed some of the early planning for 2019.

Strategic Project Governance and Approval of Certain Change to the OpenStack Bylaws

He then reviewed the status of the proposals relating to the strategic project governance of certain new projects which would not be part of the OpenStack Project as well as certain other amendments to the OpenStack Bylaws work that has been ongoing throughout the year. He summarized the proposed amendments to the OpenStack Bylaws which had been discussed in detail at the prior Board meeting. A Board discussion followed. Upon a motion duly made and seconded the following resolution was unanimously approved by the Board A motion was then made with the Board voting unanimously to approve the following amendments to the OpenStack Bylaws.

WHEREAS, it is in the best interest of the Foundation to amend the OpenStack Bylaws as provided in the Amended and Restated OpenStack Bylaws (Restated Bylaws) attached as Exhibit E and adopt the Restated Bylaws ; and

WHEREAS, the amendment of the OpenStack Bylaws requires the approval of the Board and certain approvals by the Platinum Members, the Gold Members and the Individual Members;

RESOLVED, that the revisions Restated Bylaws to the bylaws attached as Exhibit EA are approved.

FURTHER RESOLVED, that the officers are authorized to seek the additional approvals required in the current OpenStack bylaws to make the revisions effective.â€

Further Resolved, that the officers of the Foundation, and any one of them, are hereby authorized to take such further actions as they shall deem necessary or advisable in order to carry out and perform the purpose and intent of the foregoing resolutions.

Mr. Clark then discussed the made a motion to continue to support the OpenStack staff efforts to investigate potential projects.

WHEREAS, it is in the best interest of the Foundation to consider supporting open source projects which are adjacent to the OpenStack Project (as defined in the OpenStack Bylaws) and within the strategic areas approved by the Board while the Board is developing more specific procedures ; and

WHEREAS, the Board has approved the amendment of the OpenStack Bylaws in order to clarify the process by which the Foundation can support such projects;

FURTHER RESOLVED, that the officers are authorized to work with the staff of the Foundation to identify new pilot projects within the limits set forth above.

RESOLVED, the Board authorizes the Foundation staff to incubate strategic focus areas, including pilot projects, adjacent to the OpenStack Project; provided that the strategic focus areas shall be approved by the Board.

Finance Committee Report

Mr. Kanevsky, as committee chair, provided a brief report of the efforts of the Finance Ccommittee (Committee). The Ccommittee has been meeting regularly and reported that the Foundation is on track to meet the overall breakeven budget goal for the year.

Interoperability Work Group Report

Report of Interop Working Group and Approval of Updated Guidelines.

Ms. Sigler provided a report on the activities of the Interop Working Group. Ms. Sigler discussed the 2018.11 Guidelines attached as Exhibit F. Ms. Sigler discussed the 2018.11 DNS Add-On Specifications Guidelines attached as Exhibit G. A Board discussion followed. Upon motion duly made and seconded, the Board unanimously adopted the following resolution (with Mr. Dake abstaining):

RESOLVED, that the Board approves the revised guidelines designated 2018.11 Guidelines for the OpenStack releases set forth in the 2018.11 Guidelines.

FURTHER RESOLVED, that the Board approves the revised 2018.11 DNS Add-On GuidelinesSpecifications for the OpenStack releases set forth in the 2018.11 DNS Add-On Specifications.

Led by Ms. Sigler, the Board discussed and adopted several updated 2018.11 guidelines from the Interop Working Group.

RESOLVED, that the Board approves, with Mr. Dake abstaining, the revised guidelines designated 2018.11 Guidelines for the OpenStack releases set forth in the 2018.11 Guidelines; and

FURTHER RESOLVED, that the Board approves the 2018.11 DNS Add-On Specifications

Meeting Close

After those items, the Board meeting opened a joint session with OpenStack Technical Committee and received reports officially closed and the remainder of the day was filled with updates from the OpenStack Technical Committee, the OpenStack User Committee, and leaders from each of the current four pilot projects.

There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 13:30 CET.