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| Line 8: |
Line 8: |
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| | The following are the minutes of a meeting of the Board of Directors (the “Board”) of OpenStack Foundation, a Delaware non-stock, nonprofit corporation (the “Foundation”), held at the Studio, The Nines, Portland, Oregon at the above time pursuant to notice duly given to all directors. The following directors were present for all or part of the meeting: | | The following are the minutes of a meeting of the Board of Directors (the “Board”) of OpenStack Foundation, a Delaware non-stock, nonprofit corporation (the “Foundation”), held at the Studio, The Nines, Portland, Oregon at the above time pursuant to notice duly given to all directors. The following directors were present for all or part of the meeting: |
| − |
| |
| | Simon Anderson | | Simon Anderson |
| − |
| |
| | Tim Bell | | Tim Bell |
| − |
| |
| | Randy Bias | | Randy Bias |
| − |
| |
| | Alan Clark | | Alan Clark |
| − |
| |
| | Eileen Evans | | Eileen Evans |
| − |
| |
| | Toby Ford (by telephone) | | Toby Ford (by telephone) |
| − |
| |
| | Tristan Goode | | Tristan Goode |
| − |
| |
| | Rob Hirschfeld | | Rob Hirschfeld |
| − |
| |
| | Vishvananda Ishaya | | Vishvananda Ishaya |
| − |
| |
| | Chris Kemp | | Chris Kemp |
| − |
| |
| | Van Lindberg | | Van Lindberg |
| − |
| |
| | Joshua McKenty | | Joshua McKenty |
| − |
| |
| | Mark McLoughlin | | Mark McLoughlin |
| − |
| |
| | Todd Moore | | Todd Moore |
| − |
| |
| | Boris Renski | | Boris Renski |
| − |
| |
| | Sean Roberts | | Sean Roberts |
| − |
| |
| | Brian Stevens | | Brian Stevens |
| − |
| |
| | Imad Sousou | | Imad Sousou |
| − |
| |
| | Troy Toman | | Troy Toman |
| − |
| |
| | Lew Tucker | | Lew Tucker |
| − |
| |
| | John Zannos | | John Zannos |
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| Line 126: |
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| | <center>'''May 11, 2014 Board Minutes'''</center> | | <center>'''May 11, 2014 Board Minutes'''</center> |
| | | | |
| − | <center>''MINUTES OF A MEETING OF''</center>
| + | https://wiki.openstack.org/wiki/Governance/Foundation/11May2014BoardMinutes |
| − | | |
| − | <center>''THE BOARD OF DIRECTORS OF''</center>
| |
| − | | |
| − | <center>''OPENSTACK FOUNDATION''</center>
| |
| − | | |
| − | <center>''May 11, 20149:20 a.m. Eastern Time''</center>
| |
| − | | |
| − | <center>''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 Executive Boardroom, Building A, Georgia World Congress, Atlanta Georgia at the above time pursuant to notice duly given to all directors. The following directors were present for all or part of the meeting:''</center>
| |
| − | | |
| − | * <center>''Alan Clark''</center>
| |
| − | * <center>''Alex Freedland''</center>
| |
| − | * <center>''Randy Bias''</center>
| |
| − | * <center>''Eileen Evans''</center>
| |
| − | * <center>''Boris Renski''</center>
| |
| − | * <center>''Brian Stevens''</center>
| |
| − | * <center>''Chris Kemp''</center>
| |
| − | * <center>''Imad Sousou''</center>
| |
| − | * <center>''John Zannos''</center>
| |
| − | * <center>''Joshua McKenty''</center>
| |
| − | * <center>''Lew Tucker''</center>
| |
| − | * <center>''Mark McLoughlin''</center>
| |
| − | * <center>''Rob Hirschfeld''</center>
| |
| − | * <center>''Simon Anderson''</center>
| |
| − | * <center>''Sean Roberts''</center>
| |
| − | * <center>''Monty Taylor''</center>
| |
| − | * <center>''Tim Bell''</center>
| |
| − | * <center>''Toby Ford''</center>
| |
| − | * <center>''Todd Moore''</center>
| |
| − | * <center>''Tristan Goode (by telephone)''</center>
| |
| − | * <center>''Troy Toman''</center>
| |
| − | * <center>''Vishvananda Ishaya''</center>
| |
| − | * <center>''Yujie Du (by telephone)''</center>
| |
| − | | |
| − | <center>''Also present for some or all of the meeting were Mr. Bryce, Ms. Sell and Mr. Collier by telephone) of the Foundation; Carol Barrett, David Brown, William Aud (joined at 10:30 am) and Jonathan Donaldson of Intel Corporation, Mr. Karlsson of Telefonaktiebolaget LM Ericsson, Jeremy Stanley and Mr. Radcliffe of DLA Piper.''</center>
| |
| − | | |
| − | <center>''Mr. Clark called the meeting to order and served as Chairman. Mr. Radcliffe served as Secretary of the meeting and recorded the minutes.''</center>
| |
| − | | |
| − | <center>''Report by Executive Director''</center>
| |
| − | | |
| − | <center>''Mr. Bryce provided a report on the activities of the Foundation for the first quarter of 2014 and the plans for 2014. He also discussed the status of the application to the IRS for a tax exemption.''</center>
| |
| − | | |
| − | <center>''Tax Matters Committee''</center>
| |
| − | | |
| − | <center>''The Board discussed the need for a committee to assist the officers to consider options relating to tax issues and provide advice to the Board. Upon motion duly made and seconded, the Board unanimously adopted the following resolutions: The Finance Committee will form a Tax Matters Committee which will be led by Mr. Roberts.''</center>
| |
| − | | |
| − | <center>''WHEREAS, it is deemed to be in the best interests of the Foundation to appoint a Tax Matters Committee.''</center>
| |
| − | | |
| − | <center>''NOW, THEREFORE, BE IT RESOLVED, that a Tax Matters Committee of the Board is hereby established.''</center>
| |
| − | | |
| − | <center>''RESOLVED FURTHER, that the Tax Matters Committee shall have the responsibility to advise the Board on tax matters and make recommendations to the Board.''</center>
| |
| − | | |
| − | <center>''RESOLVED FURTHER, that the initial members shall be as follows and Mr. Roberts will act as Chairman of the Tax Matters Committee to serve at the pleasure of the Board.''</center>
| |
| − | | |
| − | * <center>''Sean Roberts''</center>
| |
| − | * <center>''Randy Bias''</center>
| |
| − | * <center>''Boris Renski''</center>
| |
| − | * <center>''Joshua McKenty''</center>
| |
| − | * <center>''Jim Curry''</center>
| |
| − | * <center>''Kyle MacDonald''</center>
| |
| − | * <center>''Eileen Evans''</center>
| |
| − | * <center>''Todd Moore''</center>
| |
| − | * <center>''John Zannos''</center>
| |
| − | | |
| − | <center>''Approval of Board Minutes''</center>
| |
| − | | |
| − | <center>''Mr. Clark presented the minutes from the April 3, 2014 Board meeting. After a discussion, the Board then unanimously approved the following resolutions with certain modifications included in the final version attached as Exhibit A:''</center>
| |
| − | | |
| − | <center>''RESOLVED, that minutes of the Board meeting on April 3, 2014 attached as Exhibit A is approved.''</center>
| |
| − | | |
| − | <center>''Report on Trademark Policy Change''</center>
| |
| − | | |
| − | <center>''Mr. Bryce provided an update on the changes in the trademark program. A Board discussion followed.''</center>
| |
| − | | |
| − | <center>''Report on DefCore Committee''</center>
| |
| − | | |
| − | <center>''Mssrs. Hirschfeld and McKenty provided an update on the discussions of the DefCore Committee. A Board discussion followed. Mr Hirshfeld proposed that the DefCore Core Selection Criteria attached as Exhibit B be adopted. Upon motion duly made and seconded, the Board adopted unanimously the following resolutions:''</center>
| |
| − | | |
| − | <center>''WHEREAS, it is deemed to be in the best interests of the Foundation to adopt DefCore Core Selection Criteria.''</center>
| |
| − | | |
| − | <center>''NOW, THEREFORE, BE IT RESOLVED, that the DefCore Core Selection Criteria is adopted.''</center>
| |
| − | | |
| − | <center>''User Committee Report''</center>
| |
| − | | |
| − | <center>''Mr. Bell discussed the activities of the User Committee. A Board discussion followed.''</center>
| |
| − | | |
| − | <center>''Enterprise Adoption Workgroup Report''</center>
| |
| − | | |
| − | <center>''Mr. Sousou discussed the activities of the workgroup on winning enterprise adoption. A Board discussion followed.''</center>
| |
| − | | |
| − | <center>''Discussion of Certain Matters.''</center>
| |
| − | | |
| − | <center>''Mr. Clark noted that the next Board meeting was July 22, 2014. There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 4:40 pm pacific time.''</center>
| |
| − | | |
| − | <center>''Respectfully Submitted,''</center>
| |
| − | | |
| − | | |
| − | <center>''Mark Radcliffe''</center>
| |
| − | | |
| − | <center>''Secretary of the Meeting''</center>
| |
| − | | |
| − | <center>''APPROVED: ''</center>
| |
| − | | |
| − | | |
| − | <center>''Alan Clark''</center>
| |
| − | | |
| − | <center>''Chairman of the Meeting''</center>
| |
| − | | |
| | | | |
| | <center>'''EXHIBIT B'''</center> | | <center>'''EXHIBIT B'''</center> |
Latest revision as of 20:53, 23 September 2014
MINUTES OF A MEETING OF
THE BOARD OF DIRECTORS OF
OPENSTACK FOUNDATION
July 22, 20148:10 a.m. Pacific Standard Time
The following are the minutes of a meeting of the Board of Directors (the “Board”) of OpenStack Foundation, a Delaware non-stock, nonprofit corporation (the “Foundation”), held at the Studio, The Nines, Portland, Oregon at the above time pursuant to notice duly given to all directors. The following directors were present for all or part of the meeting:
Simon Anderson
Tim Bell
Randy Bias
Alan Clark
Eileen Evans
Toby Ford (by telephone)
Tristan Goode
Rob Hirschfeld
Vishvananda Ishaya
Chris Kemp
Van Lindberg
Joshua McKenty
Mark McLoughlin
Todd Moore
Boris Renski
Sean Roberts
Brian Stevens
Imad Sousou
Troy Toman
Lew Tucker
John Zannos
Also present for some or all of the meeting were Jonathan Bryce, Lauren Sell, Stefano Maffuli, and Mark Collier of the Foundation; Richard Fontana and Chris Wright of Red Hat; Mark Atwood, James Blair, and Allison Randal of Hewlett-Packard; Carol Barrett, Dirk Hohndel, and Das Kamhout, of Intel Corporation; Tsugikazu Shibata of NEC; Katrina Clauscen of Aptira Corporation; Nick Barcet of eNovance; Jan Sullivan of AT&T (by telephone); Brian Chong of Symantec; Rochelle Grober of Huawei Technologies; Pete Chadwick of SUSE; Mark Radcliffe of DLA Piper; and Lisa Miller of Law Office of Lisa S. Miller (by telephone).
Mr. Clark called the meeting to order and provided an overview of the agenda. He also served as Chairman. Mr. Radcliffe served as Secretary of the meeting and recorded the minutes until 12:00 p.m. and Ms. Miller served as Secretary of the meeting and recorded the minutes for the reminder of the meeting.
Approval of Board Minutes
Mr. Clark presented the minutes from the May 11, 2014 Board meeting. After a discussion, Mr. Hirschfeld made a motion to adopt the following resolution, which was seconded by Mr. Toman and unanimously approved by the Board:
RESOLVED, that minutes of the Board meeting on May 11, 2014, attached as Exhibit A, are approved.
Report by Executive Director
Mr. Bryce provided a report on the activities of the Foundation for 2014 and its revenues for the rest of the year. He also provided updates regarding the upcoming summit and the status of the application for tax-exempt status. Following a discussion by the Board, Mr. Roberts made a motion to adopt the following resolution, which was seconded by Mr. Toman and unanimously approved by the Board:
WHEREAS, it is in the best interest of the Foundation to approve and adopt the forecast budget change for the second half of 2014 as presented by Mr. Bryce and attached as Exhibit B.
NOW, THEREFORE, BE IT RESOLVED, that the revised budget for the second half of 2014 attached as Exhibit B is approved and adopted.
Report on Future OpenStack
Mr. Collier provided a report on the long-term goals of the Foundation. A Board discussion followed.
Report on Contribution Agreement Model
Mr. Radcliffe provided a report on the Foundation’s current Contribution Agreement Model and presented multiple options for the future of this model. Mr. McLoughlin and Mr. Fontana also made a presentation on this issue. A Board discussion followed.
Report on Enterprise Marketing
Mr. Sousou, Mr. Kamhout, Ms. Barrett, Mr. Barcet, and Mr. Chadwick provided a report from the “Win the Enterprise” workgroup. A Board discussion followed.
Report on DefCore Committee
Mr. Hirschfeld and Mr. McKenty provided report from the DefCore Committee. Following a discussion by the Board, Mr. McKenty made a motion to adopt the following resolution, which was seconded by Mr. Toman and unanimously approved by the Board:
WHEREAS, it is deemed to be in the best interests of the Foundation to approve and adopt the Advisory HAVANA Core Capabilities Definition, excluding images-v2 (updated definition attached as Exhibit C).
NOW, THEREFORE, BE IT RESOLVED, that the Advisory HAVANA Core Capabilities Definition attached as Exhibit C is approved and adopted.
Following the vote, Mr. Hirschfeld and Mr. McKenty led additional discussion regarding the DefCore Committee.
Discussion of Certain Matters.
Mr. Clark noted that the next Board meeting is scheduled for September 18, 2014. Reports from the Transparency Work Group were not delivered at this meeting and will be addressed in September. There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 5:02 p.m. pacific time.
|
|
|
Respectfully submitted,
Mark Radcliffe
Secretary of the Meeting
Lisa S. Miller
Secretary of the Meeting
|
| APPROVED:
Alan Clark
Chairman of the Meeting
|
|
|
EXHIBIT A
May 11, 2014 Board Minutes
https://wiki.openstack.org/wiki/Governance/Foundation/11May2014BoardMinutes
EXHIBIT B
Revised 2014 Budget
| INCOME
|
Original Q3
|
Original Q4
|
Original 2H
|
New Q3
|
New Q4
|
New 2H
|
Difference
|
| Corporate Fees
|
$1,987,500.00
|
$2,067,500.00
|
$4,055,000.00
|
$1,867,500.00
|
$1,932,500.00
|
$3,800,000.00
|
($255,000.00)
|
| Platinum Member Fees
|
$1,000,000.00
|
$1,000,000.00
|
$2,000,000.00
|
$1,000,000.00
|
$1,000,000.00
|
$2,000,000.00
|
$0.00
|
| Gold Member Fees
|
$757,500.00
|
$817,500.00
|
$1,575,000.00
|
$637,500.00
|
$682,500.00
|
$1,320,000.00
|
($255,000.00)
|
| Corporate Sponsors
|
$230,000.00
|
$250,000.00
|
$480,000.00
|
$230,000.00
|
$250,000.00
|
$480,000.00
|
$0.00
|
| Events
|
$65,000.00
|
$1,950,000.00
|
$2,015,000.00
|
$65,000.00
|
$3,200,000.00
|
$3,265,000.00
|
$1,250,000.00
|
| Sponsorships
|
$65,000.00
|
$1,500,000.00
|
$1,565,000.00
|
$65,000.00
|
$2,350,000.00
|
$2,415,000.00
|
$850,000.00
|
| Sales
|
$0.00
|
$450,000.00
|
$450,000.00
|
$0.00
|
$850,000.00
|
$850,000.00
|
$400,000.00
|
| Other Income
|
$1,500.00
|
$1,500.00
|
$3,000.00
|
$4,094.44
|
$2,587.61
|
$6,682.05
|
$3,682.05
|
| TOTAL INCOME
|
$2,054,000.00
|
$4,019,000.00
|
$6,073,000.00
|
$1,936,594.44
|
$5,135,087.61
|
$7,071,682.05
|
$998,682.05
|
|
|
|
|
|
|
|
|
|
| EXPENSES
|
|
|
|
|
|
|
|
| G&A
|
$323,500.00
|
$331,000.00
|
$654,500.00
|
$359,900.00
|
$382,600.00
|
$742,500.00
|
$88,000.00
|
| Staff
|
$199,500.00
|
$199,500.00
|
$399,000.00
|
$226,500.00
|
$240,000.00
|
$466,500.00
|
$67,500.00
|
| Operations/Infrastructure
|
$50,000.00
|
$37,500.00
|
$87,500.00
|
$59,400.00
|
$48,600.00
|
$108,000.00
|
$20,500.00
|
| Professional Fees
|
$74,000.00
|
$94,000.00
|
$168,000.00
|
$74,000.00
|
$94,000.00
|
$168,000.00
|
$0.00
|
| Community Development
|
$1,025,000.00
|
$3,465,000.00
|
$4,490,000.00
|
$1,040,000.00
|
$4,895,000.00
|
$5,935,000.00
|
$1,445,000.00
|
| Staff
|
$405,000.00
|
$405,000.00
|
$810,000.00
|
$445,000.00
|
$525,000.00
|
$970,000.00
|
$160,000.00
|
| Marketing/AR/PR
|
$225,000.00
|
$290,000.00
|
$515,000.00
|
$275,000.00
|
$325,000.00
|
$600,000.00
|
$85,000.00
|
| Events
|
$355,000.00
|
$2,730,000.00
|
$3,085,000.00
|
$280,000.00
|
$4,005,000.00
|
$4,285,000.00
|
$1,200,000.00
|
| Programs
|
$40,000.00
|
$40,000.00
|
$80,000.00
|
$40,000.00
|
$40,000.00
|
$80,000.00
|
$0.00
|
| Community Infrastructure
|
$306,000.00
|
$306,000.00
|
$612,000.00
|
$326,000.00
|
$387,000.00
|
$713,000.00
|
$101,000.00
|
| Staff
|
$216,000.00
|
$216,000.00
|
$432,000.00
|
$216,000.00
|
$267,000.00
|
$483,000.00
|
$51,000.00
|
| Technology
|
$90,000.00
|
$90,000.00
|
$180,000.00
|
$110,000.00
|
$120,000.00
|
$230,000.00
|
$50,000.00
|
| TOTAL EXPENSES
|
$1,654,500.00
|
$4,102,000.00
|
$5,756,500.00
|
$1,725,900.00
|
$5,664,600.00
|
$7,390,500.00
|
$1,634,000.00
|
|
|
|
|
|
|
|
|
|
| NET INCOME
|
$399,500.00
|
($83,000.00)
|
$316,500.00
|
$210,694.44
|
($529,512.39)
|
($318,817.95)
|
($635,317.95)
|
|
|
|
|
|
|
|
|
|
EXHIBIT C
Advisory HAVANA Core Capabilities
The following capabilities are approved as advisory Havana Core:
compute-servers
volume
compute-volume
compute-quotas
compute-flavors
images-v1
compute-auth
objectstore-object
compute-keypairs
compute-servers-metadata
objectstore-container
volume-snapshots
compute-images
compute-floating-ips
compute-instance-actions
The tests included in each capability are defined in https://github.com/stackforge/refstack/tree/master/defcore and may be adjusted based on review by DefCore.
At this time, no designated sections have been determined. This work will be reviewed and approved at the requested special Board meeting in September.
