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Difference between revisions of "Governance/Foundation/10September2019BoardMeeting"

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::* Etherpad: https://etherpad.openstack.org/p/UnofficialBoardNotes-Sept10-2019
 
::* Etherpad: https://etherpad.openstack.org/p/UnofficialBoardNotes-Sept10-2019
 
:
 
:
−
'''(7:00) Call To Order, Open Session'''
+
'''(13:00) Call To Order, Open Session'''
−
#  A big thank you to Anni Lai for her many contributions to the OpenStack board and community.  Welcome to Fred Li as the new Platinum Director.
+
#  A big thank you to Anni Lai for her many contributions to the OpenStack board and community.  Welcome to Fred Li as the new Platinum Director.
 +
#  A big thank you to Mark McLoughlin  for his many contributions to the OpenStack board and community.  Welcome to Daniel Becker  as the new Platinum Director.
 
# Roll Call
 
# Roll Call
 
{| class="wikitable" style="margin-left: 40px;"
 
{| class="wikitable" style="margin-left: 40px;"
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! Individual Member Directors
 
! Individual Member Directors
 
|-
 
|-
−
| || Alan Clark
+
| Y|| Alan Clark
−
| || Arkady Kanevsky
+
| N|| Arkady Kanevsky
−
| || Allison Randal
+
| Y|| Allison Randal
 
|-
 
|-
−
| || Andy Cathrow
+
| Y|| Andy Cathrow
−
| || Clemens Hardewig
+
| Y|| Clemens Hardewig
−
| || ChangBo Guo
+
| Y|| ChangBo Guo
 
|-
 
|-
−
| ||  Chris Price
+
| Y||  Chris Price
−
| || Johan Christenson
+
| Y|| Johan Christenson
−
| || Egle Sigler
+
| Y|| Egle Sigler
 
|-
 
|-
−
| || Fred Li
+
| Y|| Fred Li
−
| || Joseph Wang  
+
| Y|| Joseph Wang  
−
| || Monty Taylor
+
| N|| Monty Taylor
 
|-
 
|-
−
| || Ryan Van Wyk  
+
| Y|| Ryan Van Wyk  
−
| || JunWei Liu
+
| N|| JunWei Liu
−
| || Prakash Ramchandran
+
| Y|| Prakash Ramchandran
 
|-
 
|-
−
|  || Imad Sousou ( Melissa Evers-Hood - Amy)  
+
|  N|| Imad Sousou ( Melissa Evers-Hood - Amy)  
−
| || Ryan Beisner
+
| Y|| Ryan Beisner
−
| || Shane Wang
+
| N|| Shane Wang
 
|-
 
|-
−
| || Mark McLoughlin
+
| Y|| Daniel Becker
−
| || Robert Esker
+
| N|| Robert Esker
−
| || Sean McGinnis
+
| Y|| Sean McGinnis
 
|-
 
|-
−
| || Ruan HE
+
| N|| Ruan HE
−
| || Vijoy Pandey
+
| Y|| Vijoy Pandey
−
| || Tim Bell
+
| Y|| Tim Bell
 
|}
 
|}
 
{| class="wikitable" style="margin-left: 40px;"
 
{| class="wikitable" style="margin-left: 40px;"
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! Team
 
! Team
 
|-
 
|-
−
| || Jonathan Bryce
+
| Y|| Jonathan Bryce
 
|-
 
|-
−
| ||  Mark Collier
+
| Y||  Mark Collier
 
|-
 
|-
−
| ||  Thierry Carrez
+
| Y||  Wes Wilson
 
|-
 
|-
−
| ||  Mark Radcliffe
+
| Y||  Thierry Carrez
 +
|-
 +
| Y||  Claire Massey
 +
|-
 +
| Y||  Mark Radcliffe
 
|}
 
|}
 
# Approve the minutes from the April 28, 2019 board meeting
 
# Approve the minutes from the April 28, 2019 board meeting
 +
'''(13:15) Executive Director Update'''
 +
#
 +
:: Note: A request from Director Ryan to understand future OpenStack summit/ PTG plans for 2020 and from Director Prakash for the procedure to propose a Summit location.
 +
:: Note: A request from Director Prakash for and Airship confirmation progress report
 +
:
 +
'''(14:00) Board Business'''
 +
# Director Diversity Waver - Jonathan (as Foundation Secretary)
 +
:: One of our 2019 directors, Sean McGinnis, recently switched employment to Dell. As most of you know, the Bylaws have a clause in Article 4.17(a) that ensures diversity of representation by limiting the number of directors that can be affiliated with a single corporate entity to two (the “Director Diversity Requirement”). We already had two directors from Dell on the Board (Arkady Kanevsky and Prakash Ramchandran), so Sean’s new affiliation brings that total over the limit.
 +
:: Article 4.17(d) of the Bylaws states “If a director who is an individual becomes Affiliated during his or her term and such Affiliation violates the Director Diversity Requirement, such individual shall resign as a director.”
 +
:: However, 4.17(e) says "A violation of the Director Diversity Requirement may be waived by a vote of two thirds of the Board of Directors (not including the directors who are Affiliated).”
 +
:: Sean has requested that the Board vote on a motion to waive the violation under 4.17(e). In the case of this Board vote, Arkady, Prakash and Sean would abstain from voting and the remaining directors could vote to waive or not waive the violation for the remainder of the 2019 term.
 
:
 
:
−
 
+
#  Approve OSF to join OW2 as an "associate organization" member - Thierry
−
Additional agenda items to be added
 
−
# Confirm the Interop WG Guidelines 2019.06 that was approved via email by 28 June 2019
 
−
Motion made by Ms. Sigler, seconded by Mr. Clark that the 2019.06 guidelines as presented at https://review.opendev.org/#/c/663154 be approved by the OpenStack Board.
 
−
 
 
−
Changes in more detail are available at:  https://docs.google.com/document/d/1m3vgPj9pFCvmifVjUAuY9bPzsRfKY_qtNtesZSOABho/edit?usp=sharing
 
−
Email response were as follows:
 
−
Yes: Allison Randal,  Anni Lai, Arkady.Kanevsky, Clemens Hardewig , Chris Price, Eric Guo , Johan Christenson, Joseph Wang, Mark McLoughlin, Monty Taylor, Rob Esker, Ryan Van Wyk, Sean McGinnis, Shane Wang, Tim Bell, Vijoy Pandey
 
−
 
 
−
There were abstention nor "no" votes.
 
−
 
 
−
(1 July 2019): With 16 Directors voting ‘yes’ to approve, the motion carries.  To ensure that this vote gets recorded on the minutes I have placed this item on the agenda for the next board meeting to make the ‘note that this motion was approved 1 July 2019.’
 
−
 
 
−
Thanks,
 
−
AlanClark
 
−
 
 
−
.
 
−
<!---
 
−
'''Bylaws update'''
 
−
# (11:30) Proposal to equip the board to discuss sensitive project confirmation materials within Executive Session
 
−
##: Alan has the action item from the March 5 board meeting to work with Legal and Executive Staff to develop a proposal for a motion to be made at the April 28, 2019 board meeting
 
−
##: As the OpenStack Foundation embraces new areas of strategic focus and as the associated Open Infrastructure projects mature, the OpenStack board desires to do its part in helping the projects thrive and grow.  A key step in project advancement is the project confirmation by the board.  Confirmation will enable the Foundation to apply additional Foundation resources towards that project.  In support of this process, the board at its last meeting, approved the OSF Project Confirmation Guidelines[1].  As the Guidelines point out, many factors go into the board’s decisions.  To ensure that the board has the mechanisms needed to be as sensitive as possible to the needs and feelings for those invested in the projects, the board will further discuss a motion to amend the bylaws section 4.16 as follows: (changed text in italics).
 
−
## Note feedback from the community
 
−
-->
 
−
<!--
 
−
###:  "like the intent..", "concerned with the wording making it sound like it will be the norm that discussing the review and approval of these projects will be excluded from public and recorded meetings.", "..not sure what could be required for an executive session that is not covered by sensitive personnel information"
 
−
###: not sure what could be required for an executive session that
 
−
is not covered by "sensitive personnel information" that would require
 
−
this.
 
−
###: https://graham.hayes.ie/posts/new-open-infrastructure-projects/#by-laws-update
 
−
Personally, for me, this looks like we are not abiding by our own ethos
 
−
of the Four Opens - I do understand if there is personel issues with a
 
−
potential project, we would want to have it discussed behind closed
 
−
doors, but everything else should be in the open. If the project
 
−
that is about to be included has large enough personnel issues that
 
−
they could cause issues for its inclusion in the foundation, there
 
−
is a very high chance that they are going to fail some of the
 
−
confirmation guidelines, and that *is* something the community
 
−
should have visiblity into.
 
−
 
 
−
Even from an optics perspective - the board deciding to include or
 
−
not include a project behind closed doors is not something that
 
−
is representitive of the OpenStack community, and not something
 
−
I think the community should be supporting.
 
−
###: comfortable about this proposal because:
 
−
 
 
−
a) There is no default expectation of having an executive session before every confirmation vote - indeed, we've had two now with no executive session
 
−
 
 
−
b) Anyone who does request an executive session will have to justify to the board why the topic is so sensitive that it requires executive session
 
−
 
 
−
c) Confirming a project means the OSF making a long-term commitment to that project - I'd much rather there to be some mechanism for people to raise sensitive concerns, rather than risk projects being confirmed without those concerns ever getting raised
 
−
 
 
−
d) The confirmation vote will happen in public - if there is any controversy, I expect it would be apparent from the voting, and I expect board members would feel compelled to give some explanation for their voting rather than leave the community completely in the dark
 
−
 
 
−
-->
 
−
<!--
 
−
## Proposed addition to the Confirmation Guidelines (within the Process section) - Action: Allison to provide text changes
 
−
##: Add point: ''The discussion meeting will be an open meeting. The Board, the Foundation staff, or the pilot project may optionally request an executive session for part of the meeting, if some discussion topics have special sensitivity for legal or privacy reasons.''
 
−
##: Update point: The Board will review the project's application and vote whether to confirm it ''in the open meeting''.
 
−
## blaws 4.16 Open Meetings and Records.( Proposed changed text in italics).
 
−
##:  Except as necessary to protect attorney-client privilege, sensitive personnel information, discuss the candidacy of potential Gold Member and Platinum Members, and ''discuss the review and approval of Open Infrastructure Projects,'' the Board of Directors shall: (i) permit observation of its meetings by Members via remote teleconference or other electronic means, and (ii) publish the Board of Directors minutes and make available to any Member on request other information and records of the Foundation as required by Delaware Corporate Law'''.
 
 
:
 
:
−
-->
+
# Confirm the Interop WG Guidelines 2019.06 that was (partially) approved via email by 28 June 2019 - Egle
 +
:: Motion made by Ms. Sigler, seconded by Mr. Clark that the 2019.06 guidelines as presented at https://review.opendev.org/#/c/663154 be approved by the OpenStack Board.
 +
:: Changes in more detail are available at:  https://docs.google.com/document/d/1m3vgPj9pFCvmifVjUAuY9bPzsRfKY_qtNtesZSOABho/edit?usp=sharing
 +
:: Email response were as follows: Yes: Allison Randal,  Anni Lai, Arkady.Kanevsky, Clemens Hardewig , Chris Price, Eric Guo , Johan Christenson, Joseph Wang, Mark McLoughlin,  Monty Taylor, Rob Esker, Ryan Van Wyk, Sean McGinnis, Shane Wang, Tim Bell, Vijoy Pandey
 +
:: As of 1 July 2019, 16 Directors voted 'yes' to approve, there were abstention nor "no" votes reported via email.
 +
:: As we did not get a response from all Directors, we need to approve the motion in today's board meeting. To ensure that this vote gets recorded on the minutes I have placed this item on the agenda for the next board meeting to make the ‘note that this motion was approved 1 July 2019.’
 +
# Progress report of mini summits in India 2019 - Prakash
 +
# Please join the Board committees
 +
## Finance Committee - contact Arkady
 +
## Membership Committee - contact Rob

Latest revision as of 20:11, 10 September 2019

September 10, 2019 OpenStack Board of Directors Meetings

The OpenStack Foundation Board of Directors will meet at 1:00pm - 3:00pm Pacific time on September 10, 2019. Directors may participate by conference dial-in. Audio from the meeting will also be available to the community.

To join the sessions by phone or computer:

  1. Videoconference: https://zoom.us/j/9574980705
  2. International dial-in (audio only): https://zoom.us/zoomconference (conference ID #9574980705)

To join the session by phone only:

  • +1 669 900 6833 US (San Jose) OR
  • +1 646 876 9923 US (New York)
  • Meeting ID: 957 498 0705

Board Meeting Agenda

Chair: Alan Clark
Minutes: Mark Radcliffe
Executive Director: Jonathan Bryce
Non official meeting discussion Channels:

(13:00) Call To Order, Open Session

  1. A big thank you to Anni Lai for her many contributions to the OpenStack board and community. Welcome to Fred Li as the new Platinum Director.
  2. A big thank you to Mark McLoughlin for his many contributions to the OpenStack board and community. Welcome to Daniel Becker as the new Platinum Director.
  3. Roll Call
Board Member Directors (Roll Call)
Y/N Platinum Member Directors Y/N Gold Member Directors Y/N Individual Member Directors
Y Alan Clark N Arkady Kanevsky Y Allison Randal
Y Andy Cathrow Y Clemens Hardewig Y ChangBo Guo
Y Chris Price Y Johan Christenson Y Egle Sigler
Y Fred Li Y Joseph Wang N Monty Taylor
Y Ryan Van Wyk N JunWei Liu Y Prakash Ramchandran
N Imad Sousou ( Melissa Evers-Hood - Amy) Y Ryan Beisner N Shane Wang
Y Daniel Becker N Robert Esker Y Sean McGinnis
N Ruan HE Y Vijoy Pandey Y Tim Bell
OpenStack Staff/Executive Leadership
Y/N Team
Y Jonathan Bryce
Y Mark Collier
Y Wes Wilson
Y Thierry Carrez
Y Claire Massey
Y Mark Radcliffe
  1. Approve the minutes from the April 28, 2019 board meeting

(13:15) Executive Director Update

Note: A request from Director Ryan to understand future OpenStack summit/ PTG plans for 2020 and from Director Prakash for the procedure to propose a Summit location.
Note: A request from Director Prakash for and Airship confirmation progress report

(14:00) Board Business

  1. Director Diversity Waver - Jonathan (as Foundation Secretary)
One of our 2019 directors, Sean McGinnis, recently switched employment to Dell. As most of you know, the Bylaws have a clause in Article 4.17(a) that ensures diversity of representation by limiting the number of directors that can be affiliated with a single corporate entity to two (the “Director Diversity Requirement”). We already had two directors from Dell on the Board (Arkady Kanevsky and Prakash Ramchandran), so Sean’s new affiliation brings that total over the limit.
Article 4.17(d) of the Bylaws states “If a director who is an individual becomes Affiliated during his or her term and such Affiliation violates the Director Diversity Requirement, such individual shall resign as a director.”
However, 4.17(e) says "A violation of the Director Diversity Requirement may be waived by a vote of two thirds of the Board of Directors (not including the directors who are Affiliated).”
Sean has requested that the Board vote on a motion to waive the violation under 4.17(e). In the case of this Board vote, Arkady, Prakash and Sean would abstain from voting and the remaining directors could vote to waive or not waive the violation for the remainder of the 2019 term.
  1. Approve OSF to join OW2 as an "associate organization" member - Thierry
  1. Confirm the Interop WG Guidelines 2019.06 that was (partially) approved via email by 28 June 2019 - Egle
Motion made by Ms. Sigler, seconded by Mr. Clark that the 2019.06 guidelines as presented at https://review.opendev.org/#/c/663154 be approved by the OpenStack Board.
Changes in more detail are available at: https://docs.google.com/document/d/1m3vgPj9pFCvmifVjUAuY9bPzsRfKY_qtNtesZSOABho/edit?usp=sharing
Email response were as follows: Yes: Allison Randal, Anni Lai, Arkady.Kanevsky, Clemens Hardewig , Chris Price, Eric Guo , Johan Christenson, Joseph Wang, Mark McLoughlin, Monty Taylor, Rob Esker, Ryan Van Wyk, Sean McGinnis, Shane Wang, Tim Bell, Vijoy Pandey
As of 1 July 2019, 16 Directors voted 'yes' to approve, there were abstention nor "no" votes reported via email.
As we did not get a response from all Directors, we need to approve the motion in today's board meeting. To ensure that this vote gets recorded on the minutes I have placed this item on the agenda for the next board meeting to make the ‘note that this motion was approved 1 July 2019.’
  1. Progress report of mini summits in India 2019 - Prakash
  2. Please join the Board committees
    1. Finance Committee - contact Arkady
    2. Membership Committee - contact Rob
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