The following are the minutes of a meeting of the Board of Directors (the “Board”) of OpenStack Foundation, a Delaware corporation (the “Foundation”), at DLA Piper, 1251 Avenue of the Americas, New York, New York at the above time pursuant to notice duly given to all directors. The following directors were present for all or part of the meeting:
- Alan Clark
- Alex Freedland (by telephone)
- Chris Kemp
- Egle Sigler
- Eileen Evans
- Imad Sousou
- Kavit Munshi (by telephone)
- Lew Tucker
- Mark McLoughlin
- Monty Taylor
- Rob Hirschfeld
- Robert Esker
- Russell Bryant
- Sean Roberts
- Simon Anderson
- Steve Hallet
- Tim Bell
- Toby Ford
- Todd Moore
- Tristan Goode (by telephone)
- Van Lindberg
- Vishvananda Ishaya
Also present for some or all of the meeting were Jonathan Bryce, Mark Collier, Lauren Sell, Heidi Bretz and Mark Radcliffe of DLA Piper. 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.
Approval of Board Minutes.
Mr. Clark presented the minutes from the January 28, 2015 Board meeting. After a discussion, upon a motion duly made and seconded the following resolution was unanimously approved by the Board:
RESOLVED, that minutes of the Board meeting on January 28, 2015 attached as Exhibit A is approved.
Appointment of Members of the Legal Affairs Committee.
The Bylaws have been amended to eliminate the number of members on the Legal Affairs Committee under Section 4.15 of the Bylaws. The amendments to the Bylaws still require approval by the Gold Members and Platinum Members. Upon motion duly made and seconded, the Board adopted the following resolution:
RESOLVED, subject to the approval of the amendments to the Bylaws by the required vote of the Gold Members and Platinum Members, the Board believes that it is in the best interests of the Foundation to appoint members to the Legal Affairs Committee to make recommendations to the Board.
RESOLVED FURTHER, that the Board appoints the following members to serve at the pleasure of the Board: Nissa Strottman (HP), Van Lindberg (Rackspace), Andrew Sinclair (Canonical), Brad Haque (Attachmate), Steve Pentlicki (AT&T), Rob Tiller (Red Hat), Eileen Evans (HP), Richard Fontana (HP), Ted McCullough (EMC), Dale Mohlenhoff (Cisco), Feb Cabrasawan (IBM) and George Simion (NetApp).
RESOLVED FURTHER, that the Board appoints Nissa Strottman to act as Chair of the Legal Affairs Committee to serve at the pleasure of the Board.
RESOLVED FURTHER, that the Board appoints Eileen Evans to act as liaison from the Board to the Legal Affairs to serve at the pleasure of the Board.
Mr. Collier provided an overview of the strategy for the Foundation for the next five years. The Board formed four discussion groups. After a discussion, each discussion summarized their discussions and conclusions to the Board.
Approval of DefCore Principles
The Bylaws have been amended to modify the method of determining how the OpenStack trademarks will be licensed. The amendments to the Bylaws still require approval by the Gold Members and Platinum Members. Upon motion duly made and seconded, the Board adopted the following resolution (Robert Esker abstaining):
RESOLVED, subject to the approval of the amendments to the Bylaws by the required vote of the Gold Members and Platinum Members, the Board believes that it is in the best interests of the Foundation to approve the DefCore process summarized in Exhibit B (“DefCore Process”).
RESOLVED FURTHER, that the Board approves the guidelines designated 2015.03 set forth in Exhibit C to the Havana and Icehouse releases provided that these changes will only apply to the licensees of the OpenStack trademark who have executed new trademark licenses which reference these new requirements.
Discussion of Transparency and Diversity
Kavit Munshi reported on the concerns on transparency and diversity by the community.
Discussion of Other Matters
There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 5:00 pm EST.
| Respectfully submitted,
Secretary of the Meeting
Chairman of the Meeting