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, Horace Li, Wes Wilson, Allison Price and Claire Massey of the Foundation. Ms. Randal called the meeting to order and provided an overview of the agenda. She also served as Chair and asked Mr. Radcliffe to act as Secretary of the meeting and record the minutes.
Ms. Randal presented the minutes from the October 26, 2021 Board meeting. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board:
RESOLVED, that minutes of the Board meeting on October 26, 2021 attached as Exhibit A is approved.
Mr. Bryce presented the proposed 2022 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 2022 budget attached as Exhibit B is approved.
Mr. Collier reported on 2021 developments. Ms. Price provided reports about events, ecosystem and community growth. Mr. Li summarized developments in the PRC. Mr. Bryce discussed the proposed procedure for the nomination of Chair and Vice Chairs for the Board. They also discussed the plans for 2022.
Ms. Randal introduced the revised bylaws with changes to incorporate gender neutrality which are attached as Exhibit C. A Board discussion followed. After a vote, upon motion duly made and seconded, the Board unanimously adopted the following resolution:
WHEREAS, it is in the best interest of the Foundation to amend the bylaws to make such bylaws gender neutral;
NOW, THEREFORE, BE IT RESOLVED, that amended and restated bylaws attached as Exhibit C is approved.
Mr. Kopec and Mr. Kanevsky reported on the Interop Working Group. They reported that Mr. Kopec had taken over as Chair and Mr. Ravi and Mr. Kanevsky were appointed as Co-Chairs. A Board discussion followed.
The Board had a closed session with management.
There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 11:05 am PST.
Secretary of the Meeting
October 26, 2021 Minutes
Amended and Restated Bylaws