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:
Allison Randal
Amy Marrich
Belmiro Moreira
Clemens Hardewig
Edward Lee
Eoghan Glynne
Ghanshyam Mann
Grace Lian
Jean Pierre Ren
John Christenson
Julia Kreger
Kurt Garloff
Li Kai
Pengju Jiao
Phil Robb
Paul Miller
Rico Lin
Ryan Van Wyk
Shannon McFarland
Shane Wang
Xin Zhong
Xudong Ren
Vipin Rathi
Xu Wang
Also present for some or all of the meeting was Jonathan Bryce, Mark Collier, Wes Wilson and Allison Price 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 Tim Bell, Erin Bournival, ChangBo Guo, Sean McGinnis, Mohammed Naser and Chris Price for their service on the Board. And she welcomed new Individual Member Directors Ghanshyam Mann, Belmiro Moreira and Vipin Rathi, new Gold Member Directors Pengju Jiao, Edward Lee and Xin Zhong and new Platinum Member Director Phil Robb.
Ms. Kreger presented the minutes from the December 7, 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 December 7, 2021 attached as Exhibit A is approved.
Mr. Bryce described the Foundation policies relevant to the Board, including the Antitrust Policy, Code of Conduct and Transparency Policy. He also described certain other Board procedures.
Mr. Bryce discussed the process for electing a new Board Chair and Vice Chairs and the candidates who had applied for the positions. A Board discussion followed. Upon a motion duly made and seconded, the following resolutions were unanimously approved by the Board (with Ms. Kreger abstaining for the first resolution and Mr. Ren, Mr. Rahi and Ms. Randal abstaining for the second resolution):
WHEREAS, it is in the best interest of the Foundation to appoint new Chairs and Vice Chairs;
RESOLVED, that the Board appoints Ms. Kreger as Chair of the Board to serve until the earlier of her resignation, her ceasing to be a member of the Board or the election by the Board of a new Chair;
RESOLVED, that the Board appoints Mr. Ren, Mr. Rathi and Ms. Randal as Vice Chairs of the Board to serve until the earlier of the person's resignation, the person ceasing to be a member of the Board or the election by the Board of new Vice Chairs.
Mr. Bryce discussed the reasons for creating a new type of officer, General Manager, to assist in the management of the Foundation. 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 create a new officer, General Manager;
NOW, THEREFORE, BE IT RESOLVED, that Section 5.8 is amended and restated in its entirety as provided in Exhibit B is approved.
Mr. Bryce discussed Mr. Carrez’s performance and recommended his appointment as a General Manager. 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 appoint Mr. Carrez as General Manager;
RESOLVED, that the Board appoints Mr. Carrez as General Manager to serve for the term determined by the Executive Director of the Foundation (or his designee) or his resignation.
Mr. Collier, Ms. Price and Mr. Carrez reported on various Foundation 2022 initiatives, including new members, the plans for the Berlin conference and new funding initiatives. Mr. Carrez reported on new communication tools for the Board, including a wiki.
Ms. Kreger discussed the membership of the Finance Committee and the need for a new chair of the committee. A Board discussion followed. Upon a motion duly made and seconded, the following resolutions were unanimously approved by the Board (with Ms. Randall abstaining for the second resolution):
WHEREAS, it is in the best interest of the Foundation to appoint confirm the membership of the Finance Committee and appoint a new Chair of the Finance Committee;
RESOLVED, that the Board appoints the following members to the Finance Committee until the earlier of the person’s resignation, the person ceasing to be a member of the Board or the person’s removal by the Board: Ms. Kreger, Mr. Kurek, Mr. Lin, Ms. Marrich, Mr. Mann and Ms. Randal;
RESOLVED, that the Board appoints Ms. Randal as Chair of the Finance Committee to serve until the earlier of her resignation, her ceasing to be a member of the Board or the election by the Board of a new Chair.
Ms. Kreger discussed the membership of the Compensation Committee and the need for a new chair of the committee. A Board discussion followed. Upon a motion duly made and seconded, the following resolutions were unanimously approved by the Board (with Ms. Marrich abstaining for the second resolution):
WHEREAS, it is in the best interest of the Foundation to appoint confirm the membership of the Compensation Committee and appoint a new Chair of the Compensation Committee;
RESOLVED, that the Board appoints the following members to the Compensation Committee until the earlier of the person’s resignation, the person ceasing to be a member of the Board or the person’s removal by the Board: Mr. Hardewig, Ms. Kreger, Mr. Lin, Ms. Marrich and Ms. Randal;
RESOLVED, that the Board appoints Ms. Marrich as Chair of the Compensation Committee to serve until the earlier of her resignation, her ceasing to be a member of the Board or the election by the Board of a new Chair.
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:
December 7, 2021 Minutes
Exhibit B:
Amendment and Restated Section 5.8 of the Bylaws