Difference between revisions of "Governance/Foundation/12Nov2018BoardMinutes"

Revision as of 23:47, 11 December 2018

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 â€œBoardâ€) of OpenStack Foundation, a Delaware corporation (the â€œFoundationâ€) 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.

==================================

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 Bylawswork 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 BoardA 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 (â€œRestated Bylawsâ€) 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 revisionsRestated 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 Bbylaws 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 (â€œCommitteeâ€). 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 SpecificationsGuidelines 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 DNSA 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, Tthe 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.

Respectfully submitted,

Alan ClarkMark Radcliffe

Secretary of the Meeting

APPROVED:

Alan Clark

Chairman of the Meeting

Exhibit A

May 20, 2018 Board Minutes

Exhibit B

September 18, 2018 Board Minutes

Exhibit C

October 25, 2018 Board Minutes

Exhibit D

November 1, 2018 Board Minutes

Exhibit E

Amended and Restated OpenStack Bylaws

Exhibit F

2018.11 Guidelines

Exhibit G

2018.11 DNS Add-On Specifications

@@ Line 1: / Line 1: @@
-The following is a quick summary of the 12 November 2018 board meeting.  The official minutes will replace this posting once the minutes are approved by the OpenSTack Board at their next board meeting.
+<div style="text-align:center;">MINUTES OF A MEETING OF</div>
-Today, the OpenStack Foundation Board of Directors met in person in Berlin with several directors also dialing in remotely. The agenda was posted on the wiki[1]. The Board meeting took place in the first portion of a full-day meeting that brought together the developer community leaders, user committee leaders and Board members for a joint leadership meeting.
+<div style="text-align:center;">THE BOARD OF DIRECTORS OF</div>
-At the beginning of the meeting, the Board approved several sets of minutes from past meetings that had happened earlier this year. These minutes will be posted to the wiki in the coming days.
+<div style="text-align:center;">OPENSTACK FOUNDATION</div>
-Next, the OSF staff covered several items. The slides we covered are now linked on the wiki agenda page. First, we reviewed the status of the strategic project governance work that has been ongoing throughout the year. The Board then voted unanimously to approve the most recent iteration of the Bylaws amendments. This is the version that was previously circulated here on the foundation mailing list[2]. Following this approval, the Board updated the initial pilot project resolution from November 2017 to be inline with the new framework.
+<div style="text-align:center;">November 12, 20189:03 am CET</div>
-This is an exciting step in the work we’ve been taking on for over a year now as we move to support more and more open infrastructure collaboration in OpenStack and beyond. I want to thank everyone who has participated in the process and given us great feedback in 2017 and 2018. Next up, we will begin to communicate more broadly this week about the progress on these changes, especially as we head into the next step of finalizing these amendments.
+The following are the minutes of a meeting of the Board of Directors (the â€œBoardâ€) of OpenStack Foundation, a Delaware corporation (the â€œFoundationâ€) 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:
-Some of these changes will require additional approval by the different member classes of the Foundation (Individual, Gold and Platinum). The Platinum Members will vote on them in the coming weeks and the Gold and Individual Members will vote on the Bylaws as part of their 2019 Director elections in January.
+<div style="margin-left:1in;margin-right:0in;">Alan Clark</div>
-We also covered some updates around the community and market as we head into the OpenStack Summit Berlin. There’s a lot of great data and information in the slides, but there were a few things that we wanted to specifically highlight. First, we’ve seen a lot of growth in adoption of ironic (in the user survey, it’s grown from being used in 9% of production deployments to 24% in the last 2 years), and want to make sure we’re giving OpenStack Bare Metal Clouds visibility as a very powerful open infrastructure tool. Second, we continue to see very high engagement in the OpenStack project with 70,000 merged changes in the last year. During the Rocky cycle, the community averaged 182 changes every day—that’s a very strong pace of progress. Third, we see big opportunities to continue down the path of building out a community oriented around open infrastructure, and research we’ve done this year shows that users see real benefits in having open choices throughout their stack, including flexibility and control, the ability to innovate quickly, and interoperable options to choose from.
+<div style="margin-left:1in;margin-right:0in;">Allison Randal</div>
-After those updates, we previewed some of our early planning for 2019. We want to focus on strengthening OpenStack, especially the developer and user communities and have some specific programs we are looking at building out. We also talked about additional areas that we should be looking at for how we can better support use cases and our existing community. As part of this discussion, we talked about AI and machine learning as an area where we already see a lot of community activity. The Board then approved adding a strategic focus area for AI and machine learning to the existing areas. Finally, we had a brief discussion covering the finances of the Foundation and what potential evolution we might want to see as the scope of the OSF changes over the coming years. This is an item that will have more discussion and probably continue into next year. After this, Arkady Kanevsky gave an update from the Finance Committee to report that the committee has been meeting regularly and we are on track to meet our overall breakeven budget goal for the year.
+<div style="margin-left:1in;margin-right:0in;">Anni Lai</div>
-Finally, the Board discussed and adopted several updated 2018.11 guidelines from the Interop Working Group (materials are linked on the wiki). After those items, the Board meeting 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.
+<div style="margin-left:1in;margin-right:0in;">Arkady Kanevsky</div>
-The afternoon presentations for the leadership meeting are also linked on the wiki page and are worth looking through. Thanks to everyone who attended, and again especially all of you who participated in the strategic project work. We’ll continue many of these discussions through the week here in Berlin and I look forward to seeing many of you in person.
+<div style="margin-left:1in;margin-right:0in;">Brian Stein </div>
-Jonathan
+<div style="margin-left:1in;margin-right:0in;">ChangBo Guo </div>
+<div style="margin-left:1in;margin-right:0in;">Chris Price </div>
-. https://wiki.openstack.org/wiki/Governance/Foundation/12Nov2018BoardMeeting
+<div style="margin-left:1in;margin-right:0in;">Egle Sigler</div>
-. http://lists.openstack.org/pipermail/foundation/2018-November/002647.html
+<div style="margin-left:1in;margin-right:0in;">Gnanavelkandan Kathirvel </div>
+<div style="margin-left:1in;margin-right:0in;">Imad Sousou</div>
+<div style="margin-left:1in;margin-right:0in;">Johan Christensen</div>
+<div style="margin-left:1in;margin-right:0in;">Kenji Kaneshige</div>
+<div style="margin-left:1in;margin-right:0in;">Kurt Garloff</div>
+<div style="margin-left:1in;margin-right:0in;">Lew Tucker</div>
+<div style="margin-left:1in;margin-right:0in;">Mark McLoughlin</div>
+<div style="margin-left:1in;margin-right:0in;">Monty Taylor</div>
+<div style="margin-left:1in;margin-right:0in;">Prakash Ramchandran </div>
+<div style="margin-left:1in;margin-right:0in;">Rob Esker </div>
+<div style="margin-left:1in;margin-right:0in;">Russell Bryant</div>
+<div style="margin-left:1in;margin-right:0in;">Ruan He</div>
+<div style="margin-left:1in;margin-right:0in;">Shane Wang</div>
+<div style="margin-left:1in;margin-right:0in;">Steven Dake</div>
+<div style="margin-left:1in;margin-right:0in;">Tim Bell</div>
+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.
+<nowiki>==================================</nowiki>
+<u>Approval of Board Minutes.</u>
+<div style="margin-left:0in;margin-right:0in;">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</div>
+<div style="margin-left:0in;margin-right:0in;">RESOLVED, that minutes of the Board meeting on 20 May, 2018 attached as <u>Exhibit </u>A <u>B</u> is approved.</div>
+<div style="margin-left:0in;margin-right:0in;">RESOLVED, that minutes of the Board meeting on 18 September, 2018 attached as <u>Exhibit BC</u> is approved.</div>
+<div style="margin-left:0in;margin-right:0in;">RESOLVED, that minutes of the Board meeting on 25 October, 2018 attached as <u>Exhibit CD</u> is approved.</div>
+<div style="margin-left:0in;margin-right:0in;">RESOLVED, that minutes of the Board meeting on 1 November, 2018 attached as <u>Exhibit DE</u> is approved.</div>
+<u>Executive Director Update</u>
+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 Bylawswork 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 BoardA motion was then made with the Board voting unanimously to approve the following amendments to the OpenStack Bylaws.
+<div style="margin-left:0.5in;margin-right:0in;">WHEREAS, it is in the best interest of the Foundation to amend the OpenStack Bylaws as provided in the Amended and Restated OpenStack Bylaws (â€œRestated Bylawsâ€) attached as Exhibit E and adopt the Restated Bylaws<nowiki>; and</nowiki></div>
+<div style="margin-left:0.5in;margin-right:0in;">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; </div>
+<div style="margin-left:0in;margin-right:0in;">RESOLVED, that the revisionsRestated Bylaws to the bylaws attached as Exhibit EA are approved.</div>
+<div style="margin-left:0in;margin-right:0in;">FURTHER RESOLVED, that the officers are authorized to seek the additional approvals required in the current OpenStack Bbylaws to make the revisions effective.â€</div>
+<div style="margin-left:0.25in;margin-right:0in;">'''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.</div>
+Mr. Clark then discussed the made a motion to continue to support the OpenStack staff efforts to investigate potential projects.
+<div style="margin-left:0.5in;margin-right:0in;">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<nowiki>; and</nowiki></div>
+<div style="margin-left:0.5in;margin-right:0in;">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; </div>
+<div style="margin-left:0in;margin-right:0in;">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. </div>
+<div style="margin-left:0.5in;margin-right:0in;">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.</div>
+<u>Finance Committee Report</u>
+Mr. Kanevsky, as committee chair, provided a brief report of the efforts of the Finance Ccommittee (â€œCommitteeâ€). The Ccommittee has been meeting regularly and reported that the Foundation is on track to meet the overall breakeven budget goal for the year.
+<u>Interoperability Work Group Report</u>
+<u>Report of Interop Working Group and Approval of Updated Guidelines.</u>
+Ms. Sigler provided a report on the activities of the Interop Working Group. Ms. Sigler discussed the 2018.11 Guidelines attached as <u>Exhibit F</u>. Ms. Sigler discussed the 2018.11 DNS Add-On SpecificationsGuidelines attached as <u>Exhibit G</u>. 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 DNSA 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.
+<div style="margin-left:0.5in;margin-right:0in;">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</div>
+<div style="margin-left:0.5in;margin-right:0in;">FURTHER RESOLVED, that the Board approves the 2018.11 DNS Add-On Specifications</div>
+<u>Meeting Close</u>
+After those items, Tthe 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.
+<div style="margin-left:0in;margin-right:0in;"></div>
+{| style="border-spacing:0;width:6.5in;"
+|- style="background-color:#ffffff;border:none;padding-top:0in;padding-bottom:0in;padding-left:0.0799in;padding-right:0.0799in;"
+||
+||
+|| Respectfully submitted,
+Alan ClarkMark Radcliffe
+Secretary of the Meeting
+|- style="background-color:#ffffff;border:none;padding-top:0in;padding-bottom:0in;padding-left:0.0799in;padding-right:0.0799in;"
+|| APPROVED:
+Alan Clark
+Chairman of the Meeting
+Exhibit A
+May 20, 2018 Board Minutes
+Exhibit B
+September 18, 2018 Board Minutes
+Exhibit C
+October 25, 2018 Board Minutes
+Exhibit D
+November 1, 2018 Board Minutes
+Exhibit E
+Amended and Restated OpenStack Bylaws
+Exhibit F
+.11 Guidelines
+Exhibit G
+.11 DNS Add-On Specifications
+||
+||
+|-
+|}