MINUTES OF A TELEPHONIC MEETING OF
THE BOARD OF DIRECTORS OF
OPENINFRA FOUNDATION
June 29, 2021
9:00 pm PST
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
Chris Price
ChungBo Guo
Erin Bournival
Gang Chen
Grace Lian
Jean Pierre Ren
Johan Christenson
Julia Kreger
Kurt Garloff
Li Kai
Rico Lin
Shane Wang
Sean McGinnis
Tim Bell
Tytus Kurek
Xu Wang
Xudong Ren
Also present for some or all of the meeting was Jonathan Bryce, Mark Collier, Wes Wilson, Allison Price, Mr. Kanevsky and Claire Massey 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 welcomed Ms. Bournival, the new director for Dell and Mr. Cheng (who was not present) as the new director from Facebook, she thanked Mr. Kanevsky, Mr.Padmanabhan and Mr. Becker for their service on the Board.
Approval of Board Minutes.
Ms. Kreger presented the minutes from the April 27, 2021 Board meeting. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board (with Mr. Christenson, Mr. Bell and Ms. Bournival abstaining):
RESOLVED, that minutes of the Board meeting on April 27, 2021 attached as Exhibit A is approved.
Summary of Foundation Policies.
Ms. Kreger summarized Foundation policies applying to the Board, including the Antitrust Policy, Code of Conduct and Transparency Policy. Ms. Kreger then discussed various Board communication channels and their appropriate use.
Approval of Chair of the Finance Committee.
Ms. Randal called for volunteers for the office of Chair of the Finance Committee. Ms. Kreger volunteered. A Board discussion followed. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board (with Ms. Kreger abstaining):
WHEREAS it is the best interest of the Foundation to appoint a Chair of the Finance Committee;
NOW, THEREFORE, BE IT RESOLVED, that the Board appoints Ms. Kreger as Chair of the Finance Committee until the earlier of such Ms. Kreger’s giving notice of her resignation as Chair of the Finance Committee, she ceases to be a member of the Board or the Board terminates her as Chair of the Finance Committee.
Update on Strategic Discussion.
Ms. Randal led an update on the discussion of strategic issues for the Foundation. A Board discussion followed.
Approval of the Associate Class.
Mr. Thierry discussed the approval of a new class of members whose members would not have a vote and which would be designated the “Associate Class”. A Board discussion followed. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board:
WHEREAS it is the best interest of the Foundation create a new class of members for the Foundation and Section 2.1 of the Bylaws permits the Board to create
new classes of non-voting members and for the Board to define the other rights and limitations of such a class;
NOW, THEREFORE, BE IT RESOLVED, that the Board authorizes the creation of a new class of members who will not have a vote to elect a member of the Board or for any other matter and shall designate such class as the “Associate Class”;
RESOLVED FURTHER, that the number of members of the Associate Class shall be unlimited;
RESOLVED FURTHER, that the members of the Associate Class may be either (i) non-profit organizations working on open infrastructure projects, and (ii) notable academic and public research institutions making extensive use of open infrastructure projects;
RESOLVED FURTHER, that the Board delegates to the Executive Director the authority to set and modify the membership fees for the Associate Class and admit and terminate members of the Associate Class;
RESOLVE FURTHER, that the Board delegates to the Executive Director the authority to draft and modify the agreements reasonably necessary for the application, admittance and termination of members of the Associate Class.
Approval of Change in Interop Working Group.
Mr. Kanevsky discussed the Interop Working Group process and proposed changes as discussed in detail in 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 change in process for the Interop Working Group as described in Exhibit B is approved.
Report on Community Infrastructure.
Mr. Mann reported on certain community infrastructure matters. A Board discussion followed.
Report of Staff.
Mr. Li reported on the Foundations activities in China. Mr. Collier and Ms. Price provided and update on general Foundation matters. Mr. Bryce and Mr. Collier presented a report on events. A Board discussion followed.
Meeting Close
There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 11:14 pm PST.
Respectfully submitted,
Mark Radcliffe
Secretary of the Meeting
Exhibit A:
April 27, 2021 Minutes
Exhibit B:
Interop Working Group