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
Belmiro Moreira
Brin Zhang
Eoghan Glynn
Ghanshyam Mann
Jean-Pierre Ren
Johan Christenson
Julia Kreger
Kurt Garloff
Phil Robb
Paul Miller
Sebastian Wenner
Shane Wang
Tytus Kurek
Xiangyu Li
Xu Wang
Yulong Liu
Also present for some or all of the meeting were Jonathan Bryce, Mark Collier, Wes Wilson and Allison Price of the Foundation. Mr. Bryce called the meeting to order and asked Mr. Radcliffe to act as Secretary of the meeting and record the minutes. Mr. Stevenson of DLA Piper also attended.
Mr. Bryce thanked Rico Lin, Vipin Rathi, Gang Chen, Stephen Geary, Pengju Jiao, Li Kai, Edward Lee, Grace Lian, Shannon McFarland and Xin Zhong for their service on the Board and welcomed new Gold Member Directors Xiangyu Li, Yulong Liu and Brin Zhang and Platinum Member Director Paul Miller.
Mr. Bryce discussed the process for electing a new Board Chair and Vice Chairs and the candidates who had applied for the positions. A Board discussion followed. Upon a motion duly made and seconded, the following resolutions were unanimously approved by the Board (with Ms. Kreger abstaining for the first resolution and Ms. Randal abstaining for the second resolution):
WHEREAS, it is in the best interest of the Foundation to appoint a new Chair and Vice Chairs;
RESOLVED, that the Board appoints Julia Kreger as Chair of the Board to serve until the earlier of the person giving notice of resignation, the person ceasing to be a member of the Board, or the election by the Board of a new Chair;
RESOLVED, that the Board appoints Allison Randal as Vice Chair of the Board to serve until the earlier of the person's resignation, the person ceasing to be a member of the Board or the election by the Board of new Vice Chair.
Following approval of the resolutions, Ms. Kreger assumed the role of Chairman.
Ms. Kreger presented the minutes from the December 6, 2022 Board meeting.
Mr. Garloff requested that the minutes be revised to show that he abstained from the vote to approve the minutes of the October 4, 2022 Board meeting and the minutes were so revised. Upon a motion duly made and seconded, the following resolution was
approved by the Board (with Mr. Kurek, Mr. Miller, Mr. Li, Mr. Liu and Mr. Zhang abstaining):
RESOLVED, that minutes of the Board meeting on December 6, 2022 attached as Exhibit A is approved.
Ms. Kreger described the Foundation policies relevant to the Board, including the Antitrust Policy, Code of Conduct and Transparency Policy. She also described certain other Board procedures and communication channels.
The Board entered into executive session. A Board discussion followed.
Amendment to Employment Agreement.
Mr. Bryce and Mr. Collier discussed their request to amend their Employment Agreements and make corresponding amendments to their Proprietary Information and Inventions Agreement. A Board discussion followed. Upon a motion duly made and seconded, the following resolutions were unanimously approved by the Board:
WHEREAS, it is in the best interest of the Foundation to amend the Employment Agreements of Mr. Bryce and Mr. Collier and make corresponding amendments to their Proprietary Information and Inventions Agreement;
RESOLVED, that the Board approves the following amendment of the
Employment Agreements of Mr. Bryce and Mr. Collier and their Proprietary Information and Inventions Agreement: "Notwithstanding anything herein to the contrary, the Foundation agrees and acknowledges that during the Agreement's term, Executive is permitted to work independently on establishing projects and entities related to decentralized infrastructure, including open source distributed ledger technologies, provided that any such work does not interfere with the Executive's duties and responsibilities to the Foundation.”RESOLVED, Ms. Kreger as the Chair of the Board is authorized to sign amendments to the Employment Agreements of Mr. Bryce and Mr. Collier and their Proprietary Information and Inventions Agreement on behalf of the Foundation.
Ms. Kreger discussed the proposed dates for 2023 Board meetings and
proposed rotating the times for such meetings as was done in 2022. Dates proposed for the meetings were:
o March 7th
o April 4th
o May 2nd
o June 12th (In-person to coincide with the Vancouver Summit)
o August 1st
o September 5th
o October 3rd
o November 7th
o December 7 th
The proposed rotating times for these meetings were: 0500-0700 UTC, 1500-1700
UTC, 2100-2300 UTC.
Mr. Carrez reported on various Foundation 2023 initiatives, including improving member engagement and satisfaction, onboarding of new projects through a new project fund model, and increasing regional collaboration opportunities
Ms. Price provided an update on plans for the Vancouver conference and some of the presenters that will be in attendance at the event.
Mr. Wilson provided an update on plans to update the Trademark Policy for use with more Foundation projects.
Ms. Kreger discussed the membership of the Finance Committee and the need
for a new chair of the committee. A Board discussion followed. Upon a motion duly made and seconded, the following resolution was approved by the Board (with Mr.
Robb and Mr. Christenson abstaining from the first resolution and Mr. Robb abstaining from the second):
WHEREAS, it is in the best interest of the Foundation to appoint new members to the Finance Committee and appoint a new Chair of the Finance Committee;
RESOLVED, that the Board appoints the following members to the Finance Committee until the earlier of the person’s resignation, the person ceasing to be a member of the Board or the person’s removal by the Board: Mr. Robb and Mr. Christenson;
RESOLVED, that the Board appoints Mr. Robb as Chair of the Finance Committee to serve until the earlier of his resignation, his ceasing to be a member of the Board or the election by the Board of a new Chair.
Ms. Kreger discussed the membership of the Compensation Committee and the
need for a member. A Board discussion followed. Upon a motion duly made and seconded, the following resolution was approved by the Board (with Mr. Glynn abstaining):
WHEREAS, it is in the best interest of the Foundation to appoint a new member to the Compensation Committee and confirm the existing Chair of the Compensation Committee;
RESOLVED, that the Board appoints Mr. Glynn to the Compensation Committee
until the earlier of the person’s resignation, the person ceasing to be a member of the Board or the person’s removal by the Board.
There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 9 am PST.
Respectfully submitted,
Mark Radcliffe
Secretary of the Meeting
Exhibit A:
December 6, 2022 Minutes