MINUTES OF A TELEPHONIC MEETING OF
THE BOARD OF DIRECTORS OF
September 7, 2021
7:00 am 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:
Ryan Van Wyk
Also present for some or all of the meeting was Jonathan Bryce, Mark Collier, Thierry Carrez, 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 Chairman and asked Mr. Radcliffe to act as Secretary of the meeting and record the minutes. Ms. Randal welcomed Mr. Glynn as the new director for Red Hat, she thanked Mr. Becker for his service on the Board.
Approval of Board Minutes.
Ms. Randal presented the minutes from the June 29, 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 June 29, 2021 attached as Exhibit A is approved.
Presentation by Platinum Member Applicant.
The following company presented information on why the appointment of the company as a Platinum Member would benefit the Foundation: Microsoft Corporation (“Microsoft”).
Discussion of Application for Prospective Platinum Member.
The Board went into executive session. The members discussed the applicant based on the criteria adopted by the Board. After the discussion of the applicant, The Board terminated the executive session.
Appointment of Microsoft as a Platinum Member.
The Board discussed the qualifications of Microsoft as a potential Platinum Member. After a vote, upon motion duly made and seconded, the Board unanimously adopted the following resolution, with Ryan Van Wyk and Kurt Garloff abstaining:
WHEREAS, it is in the best interest of the Foundation to admit Microsoft as a Platinum Member; and
WHEREAS, upon execution of the Platinum Member Agreement, Microsoft should be admitted as a Platinum Member.
NOW, THEREFORE, BE IT RESOLVED, that Microsoft is admitted as a Platinum Member upon the execution of the Platinum Member Agreement.
Report of Staff.
Mr. Carrez reported on the Foundation staff. A Board discussion followed. Report of Diversity and Inclusion Working Group.
Ms. Marrich reported on the Diversity and Inclusion Working Group. A Board discussion followed.
There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 9:05 am PST.
Secretary of the Meeting
June 29, 2021 Minutes