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Governance/Foundation/22July2014BoardMinutes

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.