[OpenStack Foundation] [Openstack] Individual Nominations for Foundation Board of Directors

Lloyd Dewolf lloydostack at gmail.com
Thu Jul 26 22:01:53 UTC 2012


On Thu, Jul 26, 2012 at 2:42 PM, Soren Hansen <soren at linux2go.dk> wrote:
> Two questions:
>
> Does this mean "affiliation" in the same sense as it did on the form for
> joining the foundation (which allowed for affiliation with multiple companies)?
> If so, how does being affiliated with more than one company affect this
> restriction?

IANAL

4.17 Director Diversity.
(a) One of the methods which the Members have chosen to ensure the
technical meritocracy of the OpenStack Project is to ensure diversity
in managing the OpenStack Project. This diversity shall be implemented
by limiting the relationships between the Members, the Board of
Directors and the Technical Committee. No more than two directors
shall be Affiliated (the “Director Diversity Requirement”).

(b) For the purposes of the Director Diversity Requirement, the term
“Affiliated” or “Affiliation” in the Bylaws is defined as follows:
(i) relationships between Members who are business entities and
Members who are individuals (whether Individual Members, Gold Members
or Platinum Members), the individual is a (i) board member, officer or
employee of the business entity or its Affiliated Group (as defined in
Section 2.5) or (ii) an independent contractor to the business entity
or its Affiliated Group who has earned more than $60,000 in the most
recent twelve month period; or
(ii) relationship between Members who are all individuals, the
individuals are (a) independent contractors who have earned more than
$60,000 in the most recent twelve month period from the Affiliated
Group (b) board members of one or more entities in the Affiliated
Group (c) officers of one or more entities in the Affiliated Group or
(d) employees of one or more entities in the Affiliated Group.


Earlier in the by laws, in terms of Platinum and Gold entity
membership. A company controlled by another company, and affiliated
companies can only have a single Platinum or Gold seat:

2.5 Affiliation Limits. Gold Members and Platinum Members may not
belong to an Affiliated Group. An Affiliated Group means that for
Members that are business entities, one entity is "Controlled" by the
other entity. "Controlled" or "Control" means one entity owns,
directly or indirectly, more than 50% of the voting securities of the
Controlled entity which vote for the election of the board of
directors or other managing body of an entity, or which is under
common control with the Controlled entity. An Affiliated Group does
not apply to government agencies, academic institutions or
individuals.



> Also, what happens if a board member moves to a different company during their
> term on the board?

As per 4.17 (a) above an Individual retains her seat unless she is now
affiliated with a company that through affiliation is already
represented by two people, otherwise:

4.17 (d) If a director who is an individual becomes Affiliated during
his or her term and such Affiliation violates the Director Diversity
Requirement, such individual shall resign as a director.
(e) A violation of the Director Diversity Requirement may be waived by
a vote of two thirds of the Board of Directors (not including the
directors who are Affiliated).


http://www.openstack.org/legal/bylaws-of-the-openstack-foundation/


Hope that helps,
Lloyd



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