The OpenStack Foundation Board of Directors met for a two hour conference call last week. This was the first meeting of the board since the recent Individual and Gold member director elections.
As usual, this my informal recollection of the meeting. It’s not an official record, etc.
Your trusty reporter had just arrived in Brussels for FOSDEM and got to stay in his hotel room for this meeting rather than sampling Belgian’s fine beers. Oh, the sacrifices we make!
As usual, calling the meeting to order was a challenge and it was at least 15 minutes after the scheduled start before we completed the roll call.
Next, Alan welcomed our new directors:
- Yujie Du
- Alex Freedland
- Vish Ishaya
- Imad Sousou
and thanked our outgoing directors:
- Nick Barcet
- Hui Cheng
- Joseph George
- Lauren Sell
as well as thanking those directors who served on the board for part of 2013:
- Devin Carlen
- Jim Curry
- John Igoe
- Kyle MacDonald
- Jon Mittelhauser
Policies, Communication Channels and Meetings Schedule
Since it’s a new year, we took the opportunity to review the various policies which apply to board members.
Josh went over our transparency policy mentioning that the board endeavours to be as transparent as possible, with board meetings open to the public, a summary of meetings posted to the foundation list and directors encouraged to use the foundation mailing list for discussions. Sub-committees of the board are expected to be similarly transparent, with wiki pages and public mailing lists. Some caveats to this policy are that board members are not allowed to make public comments about the board meeting until after Jonathan has posted his summary (or 72 hours have passed), members should not discuss executive sessions and the distribution of some non-public documents may have to be limited to directors.
Alan also mentioned our Code of Conduct and encouraged directors to read it carefully. Finally, Jeff from DLA Piper walked us through our antitrust policy where he emphasised the importance of avoiding even the perception that board members are coming together to advance the interests of some companies over others. Members should restrict themselves to pro-competitive collaboration.
Next, we quickly reviewed the various channels for communication that directors need to be aware of – webex for conf calls, the foundation and foundation-board mailing lists, the #openstack-board and #openstack-foundation IRC channels, informal etherpads that we use during board meetings and the various committee mailing lists.
Finally, we discussed the upcoming board meetings – an all-day face-to-face meeting in Palo Alto on March 4, a 2 hour conference call on April 3, an all-day face-to-face meeting in Atlanta on May 11 in advance of the Atlanta summit and another face-to-face on July 21 at OSCON.
The subject of the timing of the Atlanta face-to-face was raised again. May 11 is also Mother’s Day (in the US and some other countries) which is a nasty conflict for many board members. However, a poll amongst board members had already established that no better time around the summit could be found, so we are proceeding with the meeting on May 11. The question was raised about whether future board meetings should be scheduled to not align with our summits, but the objection to this idea was that it puts too much of a time and budget strain on those members who have to travel a long distance for the meetings.
Status Reports From Committees
Finally, time to move on to some more meaty topics! A member of each committee of the board was asked to provide a status update and plans for the year ahead.
Alan first described the work of the compensation committee who are responsible for defining and evaluating the goals and performance of the Executive Director. In summary, the committee concluded that Jonathan met his 2013 goals and new goals have been set for 2014.
Next up, Sean Roberts talked about the finance committee. This committee works with the foundation staff on financial budgeting and accounting. Sean described the foundation’s IRS filing and that the foundation’s 2012 financial audit has been completed and deemed clean (with a note that the foundation is “operating on a cash basis”). The foundation’s application for 501(c)(6) is progressing with the IRS asking for some clarifications which were returned to them in December. The committee meets monthly to review any discrepancies above 10%, but there have been no such issues so far. Essentially, everything is in excellent shape.
Tim Bell talked through the latest from the user committee. Tim mentioned the user survey that was published at the Hong Kong summit and how the committee has asked the TC for input on the kind of feedback that would be useful for developers. The committee is preparing to run another survey in advance of the Atlanta summit. Tim also mentioned that the user committee is running a couple of small, focused “operator mini-summits” over the next few months to bring operators together to share their feedback. Tim described the challenge running the committee with a small number of core volunteer members so as to ensure the privacy of survey results while also encouraging volunteers to help with tasks like turning survey feedback into blueprints for new features.
Van Lindberg gave an update on the legal affairs committee. He emphasised that the committee is not counsel for the foundation or the board, but rather a group which makes recommendations to the board on IP policy. He recapped on some of the patent policy recommendations from last year, for example that the foundation should join OIN. There was a brief mention of the fact that all the committee members are currently lawyers and the by-laws limits the number of members to five. He also mentioned that the DefCore committee has a related sub-committee examining possible by-laws changes.
Todd described the elections committee, that is was formed in February 2013 with 8 members and the goal to consider possible changes to the individual member election process. The committee is currently considering proposing a change to either Condorcet or STV and held a town-hall meeting in Hong Kong on the subject. Todd noted that the meeting was lightly attended and there generally has been rather low participation in the process. The main hurdle to getting such a change passed is that a majority of at least 25% of our individual members would need to vote for the by-laws change and the turnout for the previous election was only 17%. However, in July we will be able to begin making inactive members ineligible for voting and this should help us achieve the required turnout.
Rob gave an update from the DefCore committee which is considering changes to the requirements for commercial implementations of OpenStack who wish to use the OpenStack trademark. The committee is currently working to identify a set of must-pass tests and the functional capabilities which these correspond to. Rob mentioned that some projects currently have no or minimal test coverage and, as a result, their capabilities could not be considered for inclusion in the requirements. Rob also mentioned a “programs vs projects” issue which had been identified during the committee discussions and that a meeting with the TC would be required to resolve the issue. I proposed that Rob and Josh could join the TC’s IRC meeting to discuss the issue.
Finally, Simon gave a brief overview of the work of the gold member application committee. This committee helps prospective gold members prepare their application such that it fully anticipates all the questions and concerns the board may have about the application.
While there were some small number of other items on the agenda, we had run out of time at this point. In the short time available, we had covered a broad range of topics but hadn’t really covered new ground. This meeting was mostly about rebooting the board for 2014.