Governance/Foundation/2Mar2021BoardMinutes

MINUTES OF A TELEPHONIC MEETING OF
THE BOARD OF DIRECTORS OF
OPENINFRA FOUNDATION
March 2, 2021 7:00 am PST

The following are the minutes of a meeting of the Board of Directors (the “Board”) of Open Infra 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 Lian
Johan Christenson
Julia Kreger
Kurt Garloff
Li Kai
Paul Miller
Rico Lin
Sean McGinnis
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. Ms. Randal called the meeting to order and provided an overview of the agenda. She also served as Chairman and asked Mr. Radcliffe to act as Secretary of the meeting and record the minutes.

Approval of Board Minutes.

Ms. Randal presented the minutes from the January 26, 2021 Board meeting. Upon a motion duly made and seconded, the following resolution was approved by the Board (with deletion of the abstention by Ms. Kreger on the vote on the approval of the December 2020 board minutes):

RESOLVED, that minutes of the Board meeting on January 26, 2021 attached as Exhibit A is approved.

Approval of Bylaw Amendment relating to Election of Vice Chairs.

Ms. Randal presented the proposed amendment to the bylaws to permit the election of multiple Vice Chairs as attached in Exhibit B. A Board discussion followed. Upon a motion duly made and seconded, the following resolution was approved by the Board:

RESOLVED, that amendment of the bylaws attached as Exhibit B is approved.

Approval of the Vice Chairs.

Ms. Randal called for volunteers for the office of Vice Chair. Mr. Kanevsky, Mr. Becker and Ms. Kreger volunteered to serve as Vice Chairs. 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 multiple Vice Chairs;

NOW, THEREFORE, BE IT RESOLVED, that the Board appoints Mr. Kanevsky, Mr. Becker and Ms. Kreger as Vice Chairs to serve until the earlier of the person’s resignation, the person ceasing to be a member of the Board or the election by the Board of new Vice Chairs in January, 2022.

Report of the Diversity and Inclusion Working Group.

Ms. Marrich reported on the work of the Diversity and Inclusion Working Group. A Board discussion followed.

Strategic Discussion

Mr. Bryce led a discussion of strategic issues for the Foundation. A Board discussion followed.

Executive Session

Ms. Randal requested that all attendees except the Board members and the Foundation’s legal counsel leave the meeting. A Board discussion followed.

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: January 26, 2021 Minutes

Exhibit B: Amendment to Bylaws