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:
Also present for some or all of the meeting was Jonathan Bryce, Mark Collier, Thierry
Carrez, Allison Price and Wes Wilson of the Foundation. Ms. Kreger 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. Ms.
Kreger thanked Clemens Hardewig for his service on the Board and welcomed
Sebastian Wenner to the Board. She also thanked Paul Miller for his service on the
Board and welcomed Stephen Geary to the Board.
Ms. Kreger presented the minutes from the October 4, 2022 Board meeting.
Upon a motion duly made and seconded, the following resolution was approved by the
Board (with Sebastian Wenner and Stephen Geary abstaining):
RESOLVED, that minutes of the Board meeting on October 4, 2022 attached as
Exhibit A is approved.
Ms. Kreger summarized the schedule for the nominations and elections of the
Independent Directors. Ms. Kreger summarized the relevant Board policies for the new
members, including the Antitrust Policy, Code of Conduct and Transparency Policy. She
also provided an overview of communication channels for the Board.
Mr. Bryce presented the proposed 2023 budget attached as Exhibit B. A Board
discussion followed. Upon a motion duly made and seconded, the following resolution
was unanimously approved by the Board:
RESOLVED, that the 2023 budget attached as Exhibit B is approved.
Mr. Bryce discussed the need for an entity located in the European Union. He
discussed the options and noted that he has discussed the option of merging with an
existing entity, Nordix Foundation AISBL (“Nordix Foundation”). Some of the Board
members are also board members of the Nordix Foundation and their roles with the
Nordix Foundation were disclosed to the Board. A Board discussion followed. Upon a
motion duly made and seconded, the following resolution was unanimously approved by
WHEREAS, it is in the best interest of the Foundation to have an entity located in
the European Union;
WHEREAS, the officers have reviewed the alternatives and a merger with the
Nordix Foundation appear to be the most effective approach to implement that strategy;
WHEREAS, it is in the best interest of the Foundation to negotiate a merger with
the Nordix Foundation;
RESOLVED, that the officers of the Foundation are authorized to negotiate a
merger with the Nordix Foundation, provided that the final approval of the merger
documents will require separate approval by the Board.
Allison Price discussed the results of the User Survey. Allison Price discussed
the plans for the Vancouver Summit and provided an update on other staff matters. A
Board discussion followed.
Brian Rosmaita reported on the status of the proposal by the Technical
Committee to improve the situation for translations. A Board discussion followed.
The Board entered into executive session. A Board discussion followed.
There being no further business before the Board and upon motion duly made and
seconded, the meeting was then adjourned at 3 pm PST.
Secretary of the Meeting
October 4, 2022 Minutes