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:
Amy Marrich
Allison Randal
Belmiro Moreira
Eoghan Glynn
Ghanshyam Mann
Jean-Pierre Ren
Julia Kreger
Kurt Garloff
Phil Robb
Ryan Van Wyk
Sebastian Wenner
Tytus Kurek
Xu Wang
Xiangyu Li
Also present for some or all of the meeting were Jonathan Bryce, Mark Collier, Thierry
Carrez, Ildiko Vancsa, 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 presented the minutes from the April 3, 2023 Board meeting. Upon a
motion duly made and seconded, the following resolution was unanimously approved by
the Board (with Mr. Garloff, Mr. Mann, Mr. Van Wyk and Mr. Wenner abstaining):
RESOLVED, that minutes of the Board meeting on April 3, 2023 attached as
Exhibit A is approved.
Mr. Bryce provided an update on the acquisition of Nordix Foundation AISBL
(“Nordix Foundation”) to create a new OpenInfra entity in Belgium and the creation of a
new OpenInfra entity in Singapore and presented proposed resolutions for the creation
of the Singapore entity. Upon a motion duly made and seconded, the following
resolution was unanimously approved by the Board:
WHEREAS, it is in the best interest of the Foundation to have an entity located in
Asia;WHEREAS, the officers have reviewed the alternatives and determined that the
creation of a new public company limited by guarantee incorporated in Singapore
(“OpenInfra Asia”) appears to be the most effective approach to implement that
strategy;RESOLVED, that the creation of OpenInfra Asia is approved.
Mr. Radcliffe noted that board approval of the acquisition of the Nordix
Foundation was conditioned on the board approving the final terms of the transaction.
Upon a motion duly made and seconded, the following resolution was unanimously
approved by the Board:
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 an acquisition of the
Nordix Foundation appears to be the most effective approach to implement that
strategy;WHEREAS, the Board has reviewed the negotiated terms of the acquisition and
determined that it is in the best interest of the Foundation to acquire the Nordix
Foundation on the terms set forth in Exhibit B;RESOLVED, that the acquisition of the Nordix Foundation is approved.
Ms. Marich gave an update on the updated Foundation code of conduct and
presented the final draft. Upon a motion duly made and seconded, the following
resolution was unanimously approved by the Board:
RESOLVED, that the updated Code of Conduct, attached hereto as Exhibit C, is
approved.
Ms. Price provided updates on the Virtual Project Teams Gathering that occurred
from March 27-31 and on plans for the Vancouver Summit.
There will be a Platinum and Gold member appreciation event at the Vancouver
Summit on June 13th from 6pm-8pm. All Board, Platinum, Gold and Silver members are invited.
Ms. Vancsa provided an update on the community blueprint project.
There being no further business before the Board and upon motion duly made
and seconded, the meeting was then adjourned at 9 am PST.
Respectfully submitted,
Mark Radcliffe
Secretary of the Meeting
Exhibit A:
April 3, 2023 Minutes
Exhibit B:
Nordix Acquisition Terms
Exhibit C:
Code of Conduct