Difference between revisions of "Governance/Foundation/16Nov2012BoardMinutes"
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__NOTOC__ | __NOTOC__ | ||
− | = MINUTES OF SPECIAL MEETING OF | + | = MINUTES OF SPECIAL MEETING OF THE BOARD OF DIRECTORS OF OPENSTACK FOUNDATION = |
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= November 16, 20129:00 a.m. Pacific Time = | = November 16, 20129:00 a.m. Pacific Time = | ||
The following are the minutes of a special meeting of the Board of Directors (the “Board”) of [[OpenStack]] Foundation, a Delaware non-stock, non-profit corporation (the “Foundation”), held via teleconference and webinar at the above time pursuant to notice duly given to all directors. The following directors were present for the meeting: | The following are the minutes of a special meeting of the Board of Directors (the “Board”) of [[OpenStack]] Foundation, a Delaware non-stock, non-profit corporation (the “Foundation”), held via teleconference and webinar at the above time pursuant to notice duly given to all directors. The following directors were present for the meeting: | ||
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Randy Bias | Randy Bias | ||
− | Hui Cheng | + | Hui Cheng |
Alan Clark | Alan Clark | ||
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Eileen Evans | Eileen Evans | ||
− | Tobias Ford | + | Tobias Ford |
− | Tristan Goode | + | Tristan Goode |
Robert Hirschfeld | Robert Hirschfeld | ||
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Todd Moore | Todd Moore | ||
− | Boris Renski | + | Boris Renski |
Sean Roberts | Sean Roberts | ||
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Troy Toman | Troy Toman | ||
− | Lew Tucker | + | Lew Tucker |
The following directors were not present at the meeting: Tzi-cker Chieuh, Yujie (“Ben”) Du, John Igoe, Kyle [[MacDonald]], and Joshua [[McKenty]]. | The following directors were not present at the meeting: Tzi-cker Chieuh, Yujie (“Ben”) Du, John Igoe, Kyle [[MacDonald]], and Joshua [[McKenty]]. | ||
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Also present for some or all of the meeting were Jonathan Bryce of the [[OpenStack]] Foundation, Mark Collier of the [[OpenStack]] Foundation, and Lisa Miller of the Law Office of Lisa S. Miller. | Also present for some or all of the meeting were Jonathan Bryce of the [[OpenStack]] Foundation, Mark Collier of the [[OpenStack]] Foundation, and Lisa Miller of the Law Office of Lisa S. Miller. | ||
− | Following roll call, Mr. | + | Following roll call, Mr. Clark determined a quorum was present and called the meeting to order. Mr. Clark served as Chairman. The Board asked Ms. Miller to serve as Secretary of the meeting and record the minutes. |
== Update on January Election. == | == Update on January Election. == | ||
− | + | Mr. Bryce gave an update to the Board on the January elections. The members of the Board had a discussion. | |
+ | |||
== Approval of Changes to Elections of Individual Members of the Board. == | == Approval of Changes to Elections of Individual Members of the Board. == | ||
− | + | Mr. Goode and Mr. Clark presented proposals for improving the process of electing individual board members, including those options that were presented to the community by the Board in a letter dated November 13, 2012 and attached hereto as Exhibit A. The members of the Board discussed the proposals and determined that it was in the best interest of the Foundation to adopt the following resolutions. | |
+ | |||
== Mandatory Questions for Nominees == | == Mandatory Questions for Nominees == | ||
− | Upon motion duly made and seconded, the Board unanimously adopted the following resolution: | + | Upon motion duly made and seconded, the Board unanimously adopted the following resolution: |
− | WHEREAS, Section 4.2(d)(iii) of the bylaws of the Foundation provides that any individual member nominated for a position on the Board (a “Nominee”) “must have completed an application for a director with information determined by the Board of Directors.” | + | WHEREAS, Section 4.2(d)(iii) of the bylaws of the Foundation provides that any individual member nominated for a position on the Board (a “Nominee”) “must have completed an application for a director with information determined by the Board of Directors.” |
RESOLVED, that the questions listed on the attached Exhibit B shall be a mandatory part of a Nominee’s application for a position on the Board. | RESOLVED, that the questions listed on the attached Exhibit B shall be a mandatory part of a Nominee’s application for a position on the Board. | ||
== Education of Electorate == | == Education of Electorate == | ||
− | + | Mr. Bryce took the action to inform the electorate on the reasons for individual members of the Board, to explain their role, the importance of diversity on the Board and to provide guidance for members to use these criteria to assess their voting. | |
+ | |||
== Cumulative Voting Process == | == Cumulative Voting Process == | ||
− | Upon motion duly made and seconded, the Board unanimously adopted the following resolution: | + | Upon motion duly made and seconded, the Board unanimously adopted the following resolution: |
RESOLVED, that the Board will bring in outside experts and conduct a proper legal review before making changes to the cumulative voting process prior to the next election. | RESOLVED, that the Board will bring in outside experts and conduct a proper legal review before making changes to the cumulative voting process prior to the next election. | ||
− | Approval of Board Minutes. | + | == Approval of Board Minutes. == |
− | |||
Mr. Clark continued to preside over the meeting. Upon motion duly made and seconded, the Board unanimously adopted the following resolution: | Mr. Clark continued to preside over the meeting. Upon motion duly made and seconded, the Board unanimously adopted the following resolution: | ||
− | RESOLVED, that the minutes of the Board meeting on November 2, 2012 are approved. | + | RESOLVED, that the minutes of the Board meeting on November 2, 2012 are approved. |
There being no further business to come before the Board and upon motion duly made and seconded, the meeting was adjourned at 10:20 a.m. Pacific Time. | There being no further business to come before the Board and upon motion duly made and seconded, the meeting was adjourned at 10:20 a.m. Pacific Time. | ||
− | {| style="border-spacing:0;" | + | {| style="border-spacing:0;" | style="background-color:#ffffff;border:none;padding-top:0in;padding-bottom:0in;padding-left:0.0799in;padding-right:0.0799in;"| | style="background-color:#ffffff;border:none;padding-top:0in;padding-bottom:0in;padding-left:0.0799in;padding-right:0.0799in;"| | style="background-color:#ffffff;border:none;padding-top:0in;padding-bottom:0in;padding-left:0.0799in;padding-right:0.0799in;"| Respectfully submitted, |
− | | style="background-color:#ffffff;border:none;padding-top:0in;padding-bottom:0in;padding-left:0.0799in;padding-right:0.0799in;"| | ||
− | | style="background-color:#ffffff;border:none;padding-top:0in;padding-bottom:0in;padding-left:0.0799in;padding-right:0.0799in;"| | ||
− | | style="background-color:#ffffff;border:none;padding-top:0in;padding-bottom:0in;padding-left:0.0799in;padding-right:0.0799in;"| Respectfully submitted, | ||
Lisa Miller | Lisa Miller | ||
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Secretary of the Meeting | 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: |
− | | style="background-color:#ffffff;border:none;padding-top:0in;padding-bottom:0in;padding-left:0.0799in;padding-right:0.0799in;"| APPROVED: | ||
Alan Clark | Alan Clark | ||
− | Chairman of the Meeting | + | Chairman of the Meeting | style="background-color:#ffffff;border:none;padding-top:0in;padding-bottom:0in;padding-left:0.0799in;padding-right:0.0799in;"| | style="background-color:#ffffff;border:none;padding-top:0in;padding-bottom:0in;padding-left:0.0799in;padding-right:0.0799in;"| |
− | | style="background-color:#ffffff;border:none;padding-top:0in;padding-bottom:0in;padding-left:0.0799in;padding-right:0.0799in;"| | ||
− | | style="background-color:#ffffff;border:none;padding-top:0in;padding-bottom:0in;padding-left:0.0799in;padding-right:0.0799in;"| | ||
|} | |} | ||
+ | |||
= EXHIBIT A = | = EXHIBIT A = | ||
− | = LETTER TO COMMUNITY | + | = LETTER TO COMMUNITY = |
= From: "Alan Clark" <[mailto:aclark@suse.com aclark@suse.com]> = | = From: "Alan Clark" <[mailto:aclark@suse.com aclark@suse.com]> = | ||
= Subject: [[OpenStack|Foundation]] Board discussing how to improve the Individual Director election process, community input wanted = | = Subject: [[OpenStack|Foundation]] Board discussing how to improve the Individual Director election process, community input wanted = | ||
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= Dear [[OpenStack]] Foundation Members, = | = Dear [[OpenStack]] Foundation Members, = | ||
= There has been much discussion in the Community recently, including during the breakfast with the Board sessions at the last Summit, regarding how Individual Members are elected to the Board. As a result of this feedback, the Board has begun discussing how to improve the Individual Director election process and wants to solicit additional community input on some steps for future elections. Informal conversations after the Summit led the Board, as a first step, to establish a sub-committee composed of primarily Individual Members. That sub-committee distilled the ideas received to date into a few critical issues in order that the Board can go back to the Community with proposals for review and comment, and work towards implementing reforms if necessary. = | = There has been much discussion in the Community recently, including during the breakfast with the Board sessions at the last Summit, regarding how Individual Members are elected to the Board. As a result of this feedback, the Board has begun discussing how to improve the Individual Director election process and wants to solicit additional community input on some steps for future elections. Informal conversations after the Summit led the Board, as a first step, to establish a sub-committee composed of primarily Individual Members. That sub-committee distilled the ideas received to date into a few critical issues in order that the Board can go back to the Community with proposals for review and comment, and work towards implementing reforms if necessary. = | ||
− | = In the course of these meetings and during the Board meeting of November 2, the sub-committee and the Board considered a broad range of options for improvements to the Individual Member Director election process and rules, including those that would require a change to the bylaws of the Foundation. An etherpad detailing all of the potential options explored and discussed is at [https://etherpad.openstack.org/Board-2012-VotingProposals https://etherpad.openstack.org/Board-2012-VotingProposals]. | + | = In the course of these meetings and during the Board meeting of November 2, the sub-committee and the Board considered a broad range of options for improvements to the Individual Member Director election process and rules, including those that would require a change to the bylaws of the Foundation. An etherpad detailing all of the potential options explored and discussed is at [https://etherpad.openstack.org/Board-2012-VotingProposals https://etherpad.openstack.org/Board-2012-VotingProposals]. = |
= Given the short time between the November 2 Board meeting and the commencement of the January 2013 Individual Member Director election process in late November (request for nominations), the sub-committee and Board concluded that it would not be feasible to make any changes to the process for this election cycle that would require a change to the bylaws and approval by the Foundation membership. However, a number of well thought out options were developed that would not require a change to the bylaws to be adopted for the January 2013 elections, and we would like to present these proposals to the Community and Membership for discussion and feedback, as set out below. The Board would like to emphasise to the Community that Individual Member Director election process proposals that do require bylaw changes will definitely be a priority for the Board and membership following the January 2013 election, with plenty of time for careful framing, discussion, debate and adoption prior to the January 2014 election." = | = Given the short time between the November 2 Board meeting and the commencement of the January 2013 Individual Member Director election process in late November (request for nominations), the sub-committee and Board concluded that it would not be feasible to make any changes to the process for this election cycle that would require a change to the bylaws and approval by the Foundation membership. However, a number of well thought out options were developed that would not require a change to the bylaws to be adopted for the January 2013 elections, and we would like to present these proposals to the Community and Membership for discussion and feedback, as set out below. The Board would like to emphasise to the Community that Individual Member Director election process proposals that do require bylaw changes will definitely be a priority for the Board and membership following the January 2013 election, with plenty of time for careful framing, discussion, debate and adoption prior to the January 2014 election." = | ||
= There were four proposed actions for improvement of election processes that the Board identified as being able to be implemented in the short term which would not require bylaw changes and the Board wishes to present these to the Community for wider discussion. = | = There were four proposed actions for improvement of election processes that the Board identified as being able to be implemented in the short term which would not require bylaw changes and the Board wishes to present these to the Community for wider discussion. = |
Revision as of 16:54, 4 December 2012
MINUTES OF SPECIAL MEETING OF THE BOARD OF DIRECTORS OF OPENSTACK FOUNDATION
November 16, 20129:00 a.m. Pacific Time
The following are the minutes of a special meeting of the Board of Directors (the “Board”) of OpenStack Foundation, a Delaware non-stock, non-profit corporation (the “Foundation”), held via teleconference and webinar at the above time pursuant to notice duly given to all directors. The following directors were present for the meeting:
Simon Anderson
Jesse Andrews
Tim Bell
Randy Bias
Hui Cheng
Alan Clark
Jim Curry
Eileen Evans
Tobias Ford
Tristan Goode
Robert Hirschfeld
Jon Mittelhauser
Todd Moore
Boris Renski
Sean Roberts
Brian Stevens
Monty Taylor
Troy Toman
Lew Tucker
The following directors were not present at the meeting: Tzi-cker Chieuh, Yujie (“Ben”) Du, John Igoe, Kyle MacDonald, and Joshua McKenty.
Also present for some or all of the meeting were Jonathan Bryce of the OpenStack Foundation, Mark Collier of the OpenStack Foundation, and Lisa Miller of the Law Office of Lisa S. Miller.
Following roll call, Mr. Clark determined a quorum was present and called the meeting to order. Mr. Clark served as Chairman. The Board asked Ms. Miller to serve as Secretary of the meeting and record the minutes.
Update on January Election.
Mr. Bryce gave an update to the Board on the January elections. The members of the Board had a discussion.
Approval of Changes to Elections of Individual Members of the Board.
Mr. Goode and Mr. Clark presented proposals for improving the process of electing individual board members, including those options that were presented to the community by the Board in a letter dated November 13, 2012 and attached hereto as Exhibit A. The members of the Board discussed the proposals and determined that it was in the best interest of the Foundation to adopt the following resolutions.
Mandatory Questions for Nominees
Upon motion duly made and seconded, the Board unanimously adopted the following resolution:
WHEREAS, Section 4.2(d)(iii) of the bylaws of the Foundation provides that any individual member nominated for a position on the Board (a “Nominee”) “must have completed an application for a director with information determined by the Board of Directors.”
RESOLVED, that the questions listed on the attached Exhibit B shall be a mandatory part of a Nominee’s application for a position on the Board.
Education of Electorate
Mr. Bryce took the action to inform the electorate on the reasons for individual members of the Board, to explain their role, the importance of diversity on the Board and to provide guidance for members to use these criteria to assess their voting.
Cumulative Voting Process
Upon motion duly made and seconded, the Board unanimously adopted the following resolution:
RESOLVED, that the Board will bring in outside experts and conduct a proper legal review before making changes to the cumulative voting process prior to the next election.
Approval of Board Minutes.
Mr. Clark continued to preside over the meeting. Upon motion duly made and seconded, the Board unanimously adopted the following resolution:
RESOLVED, that the minutes of the Board meeting on November 2, 2012 are approved.
There being no further business to come before the Board and upon motion duly made and seconded, the meeting was adjourned at 10:20 a.m. Pacific Time.