The meeting minutes for the May meeting of the OpenInfra Board of Directors was distributed via email on June 26th 2025 by Julia Kreger, Chair of the Board, seeking an email based vote for the meeting minutes from the sitting members of the OpenInfra Board of Directors. This was done in lieu of scheduling a specific meeting of the Delaware non-profit corporate entity OpenStack Foundation D.B.A. OpenInfra Foundation Board of Directors. These meeting minutes are anticipated to be the last meeting minutes of the Foundation's Board of Directors as the group is transitioning to the Governing Board as part of the merger into the Linux Foundation. A two week window was provided for Directors to voice their vote, which can be viewed below. During this time no negative votes were received, and positive votes exceeded quorum.
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
ChangBo Guo
Eoghan Glynn
Ghanshyam Mann
Huaxing Zhang
Johan Christenson
Julia Kreger
Mohammed Naser
Phil Robb
Tytus Kurek
Xiangyu Li
Xu Wang
Also present for some or all of the meeting were Jonathan Bryce, Mark Collier, Helena Spease, Ildiko Vancsa, Thierry Carrez and Wes Wilson 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. Stevenson to act as Secretary of the meeting and record the
minutes.
Ms. Kreger presented the minutes from the April 8, 2025 Board meeting. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board:
RESOLVED, that the minutes of the Board meeting on April 8, 2025 attached as Exhibit A is approved.
Ms. Kreger noted that Mr. Mann had changed employers and now works at
RedHat. In order for him to remain a Director, the Board will have to waive the provisions of Section 4.15 of the Foundation Bylaws which prohibits the Board composition from having more than three Directors who are Affiliated with the same Voting Class Member.
Upon a motion duly made and seconded, the following resolution was
unanimously approved by the Board (with Mr. Mann abstaining):
RESOLVED, that pursuant to Section 4.15 of the Bylaws the Board hereby waives the violation of the Director Diversity requirement until the next Director election.
Cachengo, Inc. gave a presentation in consideration of becoming a Platinum member.
The Board entered into executive session. A Board discussion followed.
The Board having discussed the matter in executive session, upon a motion duly made and seconded, the following resolution was unanimously approved by the Board:
RESOLVED, that the Platinum Membership application of Cachengo, Inc. be approved.
Mr. Wilson provided a progress update on efforts to combine the Foundation with the Linux Foundation. The required Member consents for the transaction have been received and the asset transfer agreement should be signed on June 1. Mr. Bryce discussed plans to transition staff to Linux Foundation positions in connection with the combination.
Ms. Price provided information on the upcoming OpenInfra Summit EU, which
will be held on October 17-19th at Paris-Saclay University.
Ms. Price provided updates for the VMware Migration Working Group, whose VMware migration guide will be public on June 17th, and the OpenStack for AI Working Group, which will publish a white paper in October.
Mr. Carrez Provided updates on European Union policy engagements. The Open Regulatory Compliance Working Group has published a Cyber Resilience Act FAQ and Vulnerability Policy Specification. The Working Group has provided feedback to the European Commission on the Cyber Resilience Act’s product category definitions and is planning to contribute to the Commission’s call for comments on the upcoming Cloud and AI Development Act.
Ms. Marrich announced that the Compensation Committee met and awarded Mr.
Bryce 100% of his eligible bonus.
Ms. Kreger provided an update on the AI Generated Contribution Policy. The policy team has met to discuss the policy and receive feedback. It expects to have proposed revisions to the policy next month.
Mr. Bryce discussed projects’ current use of corporate and individual contributor license agreements and a possible transition to developer certificates of origin. 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 10 am PDT.
Respectfully submitted,
Chris Stevenson
Secretary of the Meeting