Governance/Foundation/26Jan2021BoardMinutes

MINUTES OF A TELEPHONIC MEETING OF THE BOARD OF DIRECTORS OF OPENSTACK FOUNDATION January 26, 2021 7:00 am PST

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 above time pursuant to notice duly given to all directors. The following directors were present by phone for all or part of the meeting:

Allison Randal Amar Padmanabhan Amy Marrich Arkady Kanevsky Chris Price ChangBo Guo Clemens Hardewig Daniel Becker Gang Chen Grace Lien Johan Christenson Julia Kreger Kurt Garloff Li Kai Mohammed Naser Paul Miller Rico Lin Ryan Van Wyk Sean McGinnis Shane Wang Shannon McFarland Tim Bell Tytus Kurek Xu Wang Xudong Ren

Also present for some or all of the meeting was Jonathan Bryce, Mark Collier, Thierry Carrey, Wes Wilson, Allison Price and Claire Massey of the Foundation. Mr. Bryce called the meeting to order and provided an overview of the agenda. He also served as Chairman and asked Mr. Radcliffe to act as Secretary of the meeting and record the minutes. Mr. Bryce thanked Mr. Clark, Mr. Ramchandran and Mr. Zhong for their service on the Board. And Mr. Bryce welcomed Mr. McGinnis and Mr. Guo as returning Board members and welcomed Mr. Lin, Ms. Lian, Mr. Chen, Mr. Miller, Mr. Padmanabhan and Mr. Wang as a new Board members.

Approval of Board Minutes.

Mr. Bryce presented the minutes from the December 8, 2020 Board meeting (with Ms. Kreger abstaining). Upon a motion duly made and seconded, the following resolution was approved by the Board:

RESOLVED, that minutes of the Board meeting on December 8, 2020 attached as Exhibit A is approved.

Summary of Foundation Policies

Mr. Bryce summarized Foundation policies applying to the Board, including the Antitrust Policy, Code of Conduct and Transparency Policy. Mr. Bryce then discussed various Board communication channels and their appropriate use.

Election of Board Chairman

Mr. Bryce discussed the role of the Chairman of the Board and asked for Board members who would be interested in serving as Chairman. Ms. Randal expressed an interest in the position. A Board discussion followed. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board (with Ms.Randal abstaining):

RESOLVED, that Ms. Randal is elected as Chairman of the Board to serve until the earlier of Ms. Randal’s giving notice of her resignation, Ms. Randal ceasing to be member of the Board or the election by the Board of a new Chairman.

Discussion of Election of Board Vice Chairman

The Board discussed the role of the Vice Chairman and the potential candidates for the office. After a discussion, the Board decided that it desired have the ability to elect more than one Vice Chairman. Since the Bylaws do not currently provide for more than one Vice Chairman, the Board asked Mr. Radcliffe to provide a proposed amendment to the bylaws to permit the election of more than one Vice Chairman.

Approval of the Silver Class

Mr. Bryce discussed the approval of a new class of members whose members would not have a vote and which would be named the “Silver Class”. A Board discussion followed. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board:

WHEREAS it is the best interest of the Foundation create a new class of members for the Foundation and Section 2.1 of the Bylaws permits the Board to create new classes of non-voting members and for the Board to define the other rights and limitations of such a class;

NOW, THEREFORE, BE IT RESOLVED, that the Board authorizes the creation of a new class of members who will not have a vote to elect a member of the Board or for any other matter and shall designate such class as the “Silver Class”;

RESOLVED FURTHER, that the number of members of the Silver Class shall be unlimited;

RESOLVED FURTHER, that the Board delegates to the Executive Director the authority to set and modify the membership fees for the Silver Class and admit and terminate members of the Silver Class;

RESOLVE FURTHER, that the Board delegates to the Executive Director the authority to draft and modify the agreements reasonably necessary for the application, admittance and termination of members of the Silver Class.

Approval of the Chairman and Members of the Compensation Committee

Mr. Bryce described the role of the Compensation Committee and the need to appoint a new Chairman as well as increase the number of members. A Board discussion followed. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board:

NOW, THEREFORE, BE IT RESOLVED that Mr. Price is appointed as Chairman of the Compensation Committee to serve until the earlier of Mr. Price giving notice of his resignation, Mr. Price ceasing to be member of the Board or the election of a new Chairman of the Compensation Committee by the Board;

RESOLVED FURTHER, that the following Board members shall serve as members of the Compensation Committee until the earlier of such member’s giving notice of his or her resignation from the Compensation Committee, such member ceases to be a member of the Board or the Board terminates such member as a member of the Compensation Committee: Ms. Kreger, Ms. Marrich, Mr. Becker, Mr. Kanesky, Mr. Clemens and Mr. Lin.

Approval of the Chairman and Members of the Finance Committee

Mr. Bryce described the role of the Finance Committee and the need to increase the number of members. A Board discussion followed. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board:

NOW, THEREFORE, BE IT RESOLVED that Mr. Kanevsky is appointed as Chairman of the Finance Committee to serve until the earlier of Mr. Kanevsky giving notice of his resignation, Mr. Kanevsky ceasing to be member of the Board or the election of a new Chairman of the Finance Committee by the Board;

RESOLVED FURTHER, that the following Board members shall serve as members of the Finance Committee until the earlier of such member’s giving notice of his or her resignation from the Finance Committee, such member ceases to be a member of the Board or the Board terminates such member as a member of the Finance Committee: Mr. Kurek, Mr. Lin, Mr. Price, Ms. Kreger, Mr. Miller, [Mr. Ren] and Mr. Becker. Meeting Close

There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 9:00 am PST.

Respectfully submitted, Mark Radcliffe Secretary of the Meeting

Exhibit A: December 8, 2020 Minutes