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 Randel
Belmiro Moreira
Brin Zhang
Eoghan Glynn
Ghanshyam Mann
Jean-Pierre Ren
Johan Christenson
Julia Kreger
Kurt Garloff
Paul Miller
Phil Robb
Ryan Van Wyk
Tytus Kurek
Sebastian Wenner
Shane Wang
Xiangyu Li
Xu Wang
Also present for some or all of the meeting were 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. Stevenson to act as Secretary of the meeting and record the minutes.
Ms. Kreger presented the minutes from the November 7, 2023 Board meeting. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board (with Mr. Moreira abstaining):
RESOLVED, that minutes of the Board meeting on November 7, 2023 attached as Exhibit A is approved.
Mr. Bryce provided a reminder that Individual Member elections will be held the first full week of January, 2024 and Gold Member elections will be held the week before.
Mr. Carrez presented the proposed 2024 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 presented proposed revisions to Foundation Bylaws to clarify the effect of increasing or decreasing the Director Limit during the course of the calendar year. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board:
RESOLVED, that the proposed revisions to the Foundation Bylaws attached as Exhibit C are approved.
Ms. Randel presented proposed revisions to Foundation Bylaws to remove references and procedures specific to the OpenStack Project and OpenStack Technical Committee and replace with general references and procedures for Open Infrastructure projects and Open Infrastructure project governance. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board:
RESOLVED, that the proposed revisions to the Foundation Bylaws attached as Exhibit D are approved.
Ms. Kreger provided an update on the Interop Working Group and a proposed resolution to direct the Foundation staff to work directly with project on specific trademarks and requirements. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board:
RESOLVED, that the once the December 2023 bylaws updates have been approved through the election process, the Board directs the Foundation staff to work with projects on any specific trademarks and requirements.
Ms. Kreger presented proposed changes to the Diversity and Inclusion Working Group Charter to make its language less focused on OpenStack. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board:
RESOLVED, that the proposed revisions to the Diversity and Inclusion Working Group Charter attached as Exhibit E are approved.
The Board entered into executive session.
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.
Respectfully submitted,
Chris Stevenson
Secretary of the Meeting
Exhibit A:
November 7, 2023 Minutes
Exhibit B:
2024 Budget
Exhibit C:
Revisions to Bylaws to Address Increases or Decreases to the Director Limit
Exhibit D:
Revisions to Bylaws to Remove References and Procedures Specific to the OpenStack Project and OpenStack Technical Committee
Exhibit E:
Revisions to the Diversity and Inclusion Working Group Charter