The following are the minutes of a meeting of the Board of Directors (the Board) of OpenStack Foundation, a Delaware corporation (the â€œFoundationâ€) 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:
Ryan Van Wyk
Also present for some or all of the meeting was Jonathan Bryce, Mark Collier, Allison Price, Danney Carreno, Erin Disney, Thierry Carrey, Wes Wilson and Claire Massey of the Foundation. Mr. Clark called the meeting to order and provided an overview of the agenda. He also served as Chairman and asked Mr. Radcliffe to act as Secretary of the meeting and record the minutes.
Mr. Clark thanked Jeff Moyer for his service on the Board and his contribution to the OpenStack community. He then welcomed Mr. Krawczynski to the Board.
Ms. Kreger reported on the status of the Ironic project.
Approval of Waiver of Director Diversity Requirement
Mr. Bryce explained that Ms. Marrich recently became employed at Red Hat, Inc. and Red Hat, Inc. already has two employees on the Board. Section 4.17 of the Bylaws limits the number of employees of a single company to two and if Ms. Marich remains on the Board, this requirement will be violated. Mr. Bryce explained that under Section 4.17(e) of the Bylaws this requirement can be waived a vote of two thirds of the Board (not including the members of the Board from Red Hat, Inc.). A Board discussion followed. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board (with the exception of the members representing Red Hat, Inc. who were attending the Board meeting and Ms. Marrich who abstained):
RESOLVED, that the Board waived the Director Diversity requirement in Section 4.17 of the Bylaws for Ms. Marrich to complete her current term on the Board.
Report of Executive Director
Mr. Bryce provided an overview of the staff and strategy for the future activities of the Foundation. Mr. Collier discussed the results of the survey about the future activities of the Foundation.
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.
Secretary of the Meeting