Difference between revisions of "Governance/Foundation/GoldMembershipPolicy"

Latest revision as of 16:56, 5 June 2014

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This page was used during the drafting process for the bylaws and could contain outdated information. The official version of the bylaws is kept at the Foundation website: http://www.openstack.org/legal/bylaws-of-the-openstack-foundation/

Last updated on 2014-06-05

Appendix 3 GOLD MEMBER POLICY

1. Initial Gold Members. Upon the formation of the Foundation, all of those persons listed on the Gold Member Registry published by OpenStack, LLC who also have signed the Gold Member Agreement no later than twenty-eight (28) days following the COI Effective Date shall automatically become Gold Members (“Initial Gold Members”).

2. Term of Gold Members.

: (a) The initial term for the Initial Gold Members shall begin on the COI Effective Date and terminate on December 31, 2013.
: (b) The effective date of membership for a Gold Member other than an Initial Gold Member shall be January 1 of the year that first follows the date on which the Gold Member has executed the Gold Member Agreement and the admission has been approved by the Board of Directors.
: (c) The Executive Director or his designee shall provide written notice to each Gold Member at least six months (but not more than nine months) prior to the last day of the term of the Gold Member which notice shall include the date of such termination and the required date of response. Each Gold Member must give written notice to the Secretary by October 1 of each calendar year that it will renew its membership. If the Gold Member does not give such notice, its term will automatically terminate upon December 31 of such year.
: (d) If any new Gold Member is admitted to membership to fill a vacancy in the Gold Members during the initial term, then the term of the new Gold Member shall be the remaining term of the Gold Member whose vacancy was filled.
: (e) The effective date of the end of the term of a Gold Member shall be as follows: (i) the date of receipt of the resignation by the Secretary, (ii) the date of termination notice as provided in Section 3(a), (iii) December 31 of the last year of a term in which the Gold Member fails to give written notice of renewal as provided in Section 2(c), or (iv) the effective date of the combination of one or more Platinum Members or Gold Members as provided in Section 3.

3. Resignation or Termination of Gold Members.

: (a) A Gold Member may resign its membership by written notice to the Secretary.
: (b) Any Director may make a motion to terminate a Gold Member for breach of the Gold Member Agreement and provide reasonable detail on the nature of the breach. If the breach is not cured within the period provided in the Gold Member Agreement, the Board of Directors shall vote on termination of the Gold Member by a majority of the members of the Board of Directors. If the Board of Directors approves the termination of the Gold Member, the Secretary shall give written notice to the Gold Member.
: (c) If a Gold Member which is a business entity becomes Controlled by another Gold Member or Platinum Member, such Gold Member (“Controlled Gold Member”) shall cease to be a Gold Member on the closing date of the transaction which results in the Gold Member becoming a Controlled Gold Member.

4. Nomination and Election of New Gold Members. If an existing Gold Member does not give written notice of renewal as provided in Section 2(c), resigns from the Foundation as provided in Section 3, is combined with another Platinum Member or Corporate Gold Member as provided in Section 3 or is terminated as provided in Section 3, the Secretary shall promptly give notice of such event to all Members and provide a notice on the website of the Foundation. Any entity may nominate itself to be a new potential Gold Member using the following procedure. Any proposed new Gold Member may not be Affiliated with an existing Platinum Member or existing Gold Member on the date of its application. The nomination must be in writing to the Secretary with the information determined by the Board of Directors. The Secretary shall promptly provide a copy of such nomination to all of the other remaining Members and members of the Board of Directors. The nominee must execute the Gold Member Agreement and submit it to the Secretary. The Board of Directors shall consider the application of the nominee at its next meeting. If the Board of Directors approves the admission, the entity shall become a Gold Member as provided in Section 2.

5. List of Gold Members. The Secretary shall publish the list of the names of the Gold Members but without their contact information. Upon a written request by an Individual Member, Platinum Member or Gold Member for the purposes permitted by Delaware Corporate Law, the Secretary shall make available the contact information of all Gold Members solely for the purposes permitted under Delaware Corporate Law and shall be treated as confidential.

@@ Line 1: / Line 1: @@
-__NOTOC__
-== Appendix 2 ==
-== PLATINUM MEMBER POLICY ==
-. <u>Initial Platinum Members</u>.  Upon the formation of the Foundation, all of those persons listed on the Platinum Member Registry published by OpenStack, LLC shall automatically become Platinum Members (“Initial Platinum Members”) and will then have the same rights as other Platinum Members except as provided below.
+<!-- #acl [[ThierryCarrez]]:read,write,revert [[JonathanBryce]]:read,write,revert All:read -->
-. <u>Term of Platinum Members</u>.
+{| style="color:#000000; border:solid 1px #A8A8A8; padding:0.5em; margin:0.5em 0; background-color:#FFFFFF;font-size:95%; vertical-align:middle;"
-;  : (a) The initial term for the Initial Platinum Members shall begin on formation of the Foundation and terminate as provided below. The Initial Platinum Members shall be divided into two classes as follows for the purposes of the initial term:  Class A Platinum Members are <u>_TBD</u>_ and Class B Platinum Members are <u>_TBD</u>_.  The initial term for Class A Platinum Members shall terminate on December 31, 2017 and the initial term for Class B Platinum Members shall terminate on December 31, 2018.
+| style="padding:1em;width: 40px" | [[Image:Warning.svg|40px]]
-;  : (b) Following the initial term, the term of each existing Platinum Member shall begin on January 1 of the calendar year after the end of the existing term and shall continue for three (3) years.
+| '''Old Page'''
-;  : (c) The Executive Director or his designee shall provide written notice to each Platinum Director at least nine months (but not more than twelve months) prior to the last day of the term of the Platinum Member who the Platinum Director represents which notice shall include the date of such termination and the required date of response.  The Platinum Member must give written notice to the Secretary on or six months prior to the last day of the term of such Platinum Member of its intention to renew or not renew its term. If the Platinum Member does not give such notice, its term will automatically terminate upon December 31 of such year.
+This page was used during the drafting process for the bylaws and could contain outdated information. The official version of the bylaws is kept at the Foundation website: http://www.openstack.org/legal/bylaws-of-the-openstack-foundation/
-;  : (d) If any new Platinum Member is admitted to membership to fill a vacancy in the Platinum Membership during the initial term, then the term of the new Platinum Member shall be the remaining term of the Platinum Member whose vacancy was filled.  Following the initial term, the term of each new Platinum Member shall begin on January 1 of the calendar year after the effective date of its admission to Platinum Membership and shall continue for three (3) years.
-;  : (e) The effective date of membership for the Initial Platinum Member shall be the date on which the Platinum Member executes the Platinum Membership Agreement.  The effective date of membership for new Platinum Member shall be the date on which the Platinum Member has executed the Platinum Membership Agreement and the admission is approved by the Board of Directors.
-;  : (f) The effective date of the end of the term of a Platinum Member shall be as follows:  (i)  the date of receipt of the resignation by the Secretary; (ii) the date of termination notice as provided in Section 3(a); (iii) December 31 of the last year of a term in which the Platinum Member fails to give written notice of renewal as provided in Section 2(c); or (iv) the effective date of the combination of one or more Platinum Members or Gold Members as provided in Section 3.
-. <u>Resignation or Termination of Platinum Members</u>.
+Last updated on {{REVISIONYEAR}}-{{REVISIONMONTH}}-{{REVISIONDAY2}}
-;  : (a) A Platinum Member may resign its membership by written notice to the Secretary.
+|}
-;  : (b) Any Director may make a motion to terminate a Platinum Member for breach of the Platinum Membership Agreement and provide reasonable detail on the nature of the breach.  If the breach is not cured within the period provided in the Platinum Membership Agreement, the Board of Directors shall vote on termination of the Platinum Member by a majority of  members of the Board.  If the Board of Directors approves the termination of the Platinum Member, the Secretary shall give written notice to the Platinum Member.
-;  : (c) If a Platinum Member becomes Controlled by another Platinum Member or Gold Member, such Platinum Member (“Controlled Platinum Member”) shall cease to be a Platinum Member on the closing date of the transaction which results in the Platinum Member becoming a Controlled Platinum Member. If the Controlled Platinum Member is Controlled by a Corporate Gold Member, such Corporate Gold Member shall become a Platinum Member for the remainder of the term of the Controlled Platinum Member.
-. <u>Nomination and Election of New Platinum Members</u>.  If an existing Platinum Member does not give written notice of renewal as provided in Section 2(c), resigns from the Foundation as provided in Section 3, is combined with another Platinum Member or Corporate Gold Member as provided in Section 3 or is terminated as provided in Section 3, the Secretary shall promptly give notice of such event to all Members and provide a notice on the website of the Foundation.  Any entity (including, without limitation, a Corporate Gold Member) may nominate itself to be a new potential Platinum Member using the following procedure.  The nomination must be in writing to the Secretary with the information determined by the Board of Directors.  The Secretary shall promptly provide a copy of such nomination to all of the Members and members of the Board of Directors.  The nominee must execute the Platinum Member Agreement and submit it to the Secretary.  The Board of Directors shall consider the application of the nominee at its next meeting.  If the Board of Directors approves the admission, the entity shall become a Platinum Member as provided in Section 2.
+== Appendix 3 ==
+== GOLD MEMBER POLICY ==
-. <u>List of Platinum Members</u>.  The Secretary shall publish the list of the names of the Platinum Members but without their contact information.  Upon a written request by an Individual Member, Platinum Member or Gold Member for the purposes permitted by Delaware Corporate Law, the Secretary shall make available the contact information of all Platinum Members solely for the purposes permitted under Delaware Corporate Law and shall be treated as confidential.
+. <u>Initial Gold Members</u>.  Upon the formation of the Foundation, all of those persons listed on the Gold Member Registry published by OpenStack, LLC who also have signed the Gold Member Agreement no later than twenty-eight (28) days following the COI Effective Date shall automatically become Gold Members (“Initial Gold Members”).
+. <u>Term of Gold Members</u>.
+;  : (a) The initial term for the Initial Gold Members shall begin on the COI Effective Date and terminate on December 31, 2013.
+;  : (b) The effective date of membership for a Gold Member other than an Initial Gold Member shall be January 1 of the year that first follows the date on which the Gold Member has executed the Gold Member Agreement and the admission has been approved by the Board of Directors.
+;  : (c) The Executive Director or his designee shall provide written notice to each Gold Member at least six months (but not more than nine months) prior to the last day of the term of the Gold Member which notice shall include the date of such termination and the required date of response. Each Gold Member must give written notice to the Secretary by October 1 of each calendar year that it will renew its membership.  If the Gold Member does not give such notice, its term will automatically terminate upon December 31 of such year.
+;  : (d) If any new Gold Member is admitted to membership to fill a vacancy in the Gold Members during the initial term, then the term of the new Gold Member shall be the remaining term of the Gold Member whose vacancy was filled.
+;  : (e) The effective date of the end of the term of a Gold Member shall be as follows:  (i) the date of receipt of the resignation by the Secretary, (ii) the date of termination notice as provided in Section 3(a), (iii) December 31 of the last year of a term in which the Gold Member fails to give written notice of renewal as provided in Section 2(c), or (iv) the effective date of the combination of one or more Platinum Members or Gold Members as provided in Section 3.
+. <u>Resignation or Termination of Gold Members</u>.
+;  : (a) A Gold Member may resign its membership by written notice to the Secretary.
+;  : (b) Any Director may make a motion to terminate a Gold Member for breach of the Gold Member Agreement and provide reasonable detail on the nature of the breach.  If the breach is not cured within the period provided in the Gold Member Agreement, the Board of Directors shall vote on termination of the Gold Member by a majority of the members of the Board of Directors.  If the Board of Directors approves the termination of the Gold Member, the Secretary shall give written notice to the Gold Member.
+;  : (c) If a Gold Member which is a business entity becomes Controlled by another Gold Member or Platinum Member, such Gold Member (“Controlled Gold Member”) shall cease to be a Gold Member on the closing date of the transaction which results in the Gold Member becoming a Controlled Gold Member.
+. <u>Nomination and Election of New Gold Members</u>.  If an existing Gold Member does not give written notice of renewal as provided in Section 2(c), resigns from the Foundation as provided in Section 3, is combined with another Platinum Member or Corporate Gold Member as provided in Section 3 or is terminated as provided in Section 3, the Secretary shall promptly give notice of such event to all Members and provide a notice on the website of the Foundation. Any entity may nominate itself to be a new potential Gold Member using the following procedure. Any proposed new Gold Member may not be Affiliated with an existing Platinum Member or existing Gold Member on the date of its application. The nomination must be in writing to the Secretary with the information determined by the Board of Directors.  The Secretary shall promptly provide a copy of such nomination to all of the other remaining Members and members of the Board of Directors.  The nominee must execute the Gold Member Agreement and submit it to the Secretary.  The Board of Directors shall consider the application of the nominee at its next meeting.  If the Board of Directors approves the admission, the entity shall become a Gold Member as provided in Section 2.
+. <u>List of Gold Members</u>.  The Secretary shall publish the list of the names of the Gold Members but without their contact information.  Upon a written request by an Individual Member, Platinum Member or Gold Member for the purposes permitted by Delaware Corporate Law, the Secretary shall make available the contact information of all Gold Members solely for the purposes permitted under Delaware Corporate Law and shall be treated as confidential.