[OpenStack Foundation] OpenStack Foundation Board Meeting

Joshua McKenty joshua at pistoncloud.com
Tue Sep 18 20:22:57 UTC 2012

Just a brief (unofficial) update on the trouble with publishing the 

Delaware corporate law would traditionally require the minutes to be 
approved by the board, at a standard board meeting - before they're 
published. In our first board meeting, we realized this would cause a 
problem, and asked Mark Radcliffe (foundation outside counsel) to look 
into the legality of us approving board minutes via email.

We got the first legal opinion back on that this morning, and we're in 
the process of collecting the necessary documentation of "official" 
email addresses for each of the board members (we can't use the board 
mailing list for this).

As an aside, you *do* want us to review these minutes, as there were a 
number of corrections required. (Those of you who sat in on the board 
meetings may recall the issues we had with echo on the conference line).

As far as the agenda for the special meeting, this is actually beyond 
the ED position, but addresses staffing the short-term requirements of 
the foundation - which involves discussing individuals who currently 
have other jobs. The broader staffing plan and budget will be reviewed 
and discussed, first by the finance committee, and then by the board as 
a whole, in October.

If I was going to hazard a guess, I would expect that we could have the 
minutes from the first two meetings published by the end of the week, at 
the outside. I also owe everyone a copy of the "Gold Member Sponsor 
Criteria" doc, which I believe should be ratified by the same 
minute-review process.

Regarding the etiquette of board members discussing their vote and 
position on various issues - I think it's totally appropriate, but 
probably should wait until the actual vote details have been published, 
and with the obvious caveat that it represents a single board member's 
opinion, and not the views of the foundation as a whole.

As an example, I voted against the schedule for the upcoming board 
meetings - simply because I felt that we should commit to an 
international venue within the first 6 months (or at least somewhere 
outside of California). Typically the "why" of a vote won't be reflected 
in the minutes.


Joshua McKenty, CEO
Piston Cloud Computing, Inc.
w: (650) 24-CLOUD
m: (650) 283-6846

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."
On 18 Sep 2012, at 13:05, Lloyd Dewolf wrote:

> On Mon, Sep 17, 2012 at 10:27 AM, Lloyd Dewolf <lloydostack at gmail.com> 
> wrote:
>> On Sat, Sep 15, 2012 at 8:57 PM, Jonathan Bryce 
>> <jonathan at openstack.org> wrote:
>>> I wanted to inform everyone the OpenStack Foundation Board of 
>>> Directors has scheduled a special meeting for Tuesday, September 18, 
>>> 2012. This meeting is scheduled solely to cover Foundation 
>>> personnel, and therefore will not be open for public participation, 
>>> in accordance with the bylaws. Feel free to contact me with any 
>>> questions,
>> Publishing a more specific agenda would seem appropriate.
> As a more specific agenda does not seem forthcoming for the benefit of
> Foundation membership I'll take my best shot at guessing based on what
> is Foundation (public) information
> The agenda likely relates to continuing the process of hiring the
> acting Executive Director Jonathan Bryce. Although in almost all
> situations it would not be appropriate to name candidates, this is a
> unique situation with the bootstrapping of the OpenStack Foundation,
> Jonathan Bryce's candor, and Rackspace's full support of this process
> and OpenStack's success.
> Also, as there is no ETA on an official record of the first Board
> meeting, September 7th, 2013, here is a combination of what I recall
> as an observer and two other members/observers as relevant background.
> Prior to the official formation of the Foundation, an Executive
> Director Candidate Committee was formed by invited/applicant
> organizations with the support of the acting Board. (This former
> committee membership very aligns well with the current board,
> particularly platinum and gold representatives).
> http://wiki.openstack.org/Governance/Foundation/EDCandidateCommittee
> They followed what appears to be a solid process, and narrowed it down
> to five excellent candidates and finally recommended Jonathan Bryce:
> "Concluding Recommendation; Letter to members and contributors
> July 30, 2012
> Dear OpenStack members and contributors,
> One of the first important tasks for the OpenStack Foundation Board of
> Directors, once elected, is to appoint the first Executive Director of
> the Foundation. The Executive Director will act as Chief Executive
> Officer of the Foundation and shall, subject to the direction of the
> Board of Directors, have general supervision, direction and control of
> the business and the officers of the Foundation.
> In anticipation of the Foundation being formed and the Board being
> appointed and elected, and in order to smooth the transition to
> operating as a Foundation, the 19 companies who publicly committed to
> be Platinum and Gold members formed a committee in May 2012 to conduct
> a process to define a job description, invite applications, interview
> candidates, and select a candidate to recommend to the Board (once
> formed) for the Executive Director role.
> After a diligent and inclusive process by the committee, which
> included preparing and posting a comprehensive job description,
> receiving and reviewing over 40 applications, and panel style
> interviews of 5 short-listed candidates, the Executive Director search
> committee has recommended Jonathan Bryce for the Executive Director
> position.
> The recommendation of Jonathan Bryce as Executive Director will be
> considered at the first meeting of the Board of the Foundation,
> anticipated to be held on August 28th, 2012 after the completion of
> Board member appointments and elections. The process the committee
> developed and used to arrive at its recommendation is outlined on this
> wiki page. The job description containing a complete listing of the
> job criteria and detailed job responsibilities is also contained
> within this wiki page.
> Sincerely,
> Committee Members
> Alan Clark (chair)
> Boris Renski
> Brian Stevens
> Cliff Young
> Eileen Evans
> Ewan Mellor
> Jim Curry
> Jon Mittelhauser
> Sean Roberts
> Simon Anderson
> Tim Bell
> Todd Moore
> Tristan Goode
> Winston Damarillo"
> It's my understanding at the first board meeting, September 7th, 2012,
> a compensation committee was formed. I don't recall who makes up this
> committee. It was suggested at that board meeting that there would be
> a special meeting around this time frame. It seems very likely that
> this is that meeting.
> Best regards,
> --
> @lloyddewolf
> http://www.pistoncloud.com/
> _______________________________________________
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> Foundation at lists.openstack.org
> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation

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