Here are minutes from the OCI Board SGM, held on 11/21/11. I will also distribute a TLDR with relevant action items and main points shortly.
* * *Minutes from OCI Board SGM - 11/21/11* The board of directors of Open Cloud Initiative held a SGM on Monday 21 November 2011 at Palo Alto, California; joined by remote members via conference call. The following directors, constituting a quorum of the full board, were present at the meeting: - John Mark Walker - Shanley Kane - Sam Johnston - Sam Ramji - Simon Wardley - Rick Clark - Mark Fleischmann There were absent: - Thomas Uhl (Gave permission to Mark Fleischmann to act on his behalf) - Evan Prodromou - Noirin Plunkett *NEW BOARD DIRECTORS* The first item of business was election of new directors to the board. There followed a discussion of proposed new members and their specific skills and strengths as potential directors. Upon motion duly made by Shanley Kane and seconded by John Mark Walker, with Sam Ramji abstaining from voting on grounds of unfamiliarity with the candidate, and all others present unanimous, it was RESOLVED, that Nicolas Barcet be appointed to the board of directors. A motion was then made by Shanley Kane and seconded by Simon Wardley that Kyle MacDonald be appointed to the board of directors. With John Mark Walker and Sam Ramji abstaining from voting on grounds they were not familiar with the candidate, a quorum was not reached. All agreed to revisit the topic at the next SGM when all members would have the opportunity to become acquainted with Mr. MacDonald. Upon motion duly made by Sam Johnston and seconded by Sam Ramji, it was unanimously RESOLVED that the board would extend a request to the OW2 Consortium to confirm their interest and request that the OW2 submit an individual representative for election to the OCI board. It was agreed Sam Johnston would liaison the request. * * *CONCERNING BOARD OPERATIONS* Upon motion duly made by Simon Wardley and seconded by Mark Fleishmann, it was unanimously RESOLVED that board directors unable to attend SGMs, annual meetings and other gatherings of the board could appoint another director to act as a proxy on their behalf. Upon motion duly made by Mark Fleishmann and seconded by John Mark Walker, it was unanimously RESOLVED that the number of board directors from any single organization be limited to two. *WORK WITH RELATED ORGANIZATIONS * The next item of business was matters in relation to other boards, non-profits and organizations working on similar issues and markets. Upon motion duly made by Sam Johnston and seconded by Shanley Kane, it was unanimously RESOLVED that the board reach out to the Open Cloud Business Initiative, with Mark Fleishmann to act on behalf of the board in discussing possible opportunities for collaboration. * * *ESTABLISHMENT OF COMMITTEES AND APPOINTMENT OF MEMBERS* * * The next item of business was matters of the next needed steps in carrying out the mission of the OCI. There followed a discussion of how the necessary work would be accomplished and divided through committees. Upon motion duly made by Sam Johnston and seconded by Shanley Kane, it was unanimously RESOLVED that three committees be established and their members appointed: *COMMITTEE ON OPERATIONS;* dedicated to establishing operational procedures, including a recommended budget, operating costs and scaling requirements, potential trademarking of existing logos, and other matters of legal, banking, accounting and finances. The Committee on Operations will be staffed by: - Noirin Shirley - John Mark Walker - Sam Johnston - Rick Clark *COMMITTEE ON GOVERNANCE;* dedicated to establishing procedures of governance, including recruiting new board members, orienting and educating board members, and other matters around the continuing health and effectiveness of the board. The Committee on Governance will be staffed by: - Rick Clark - Simon Wardley - Sam Ramji - John Mark Walker *COMMITTEE ON CERTIFICATION;* dedicated to determining the process by which given products or services are found to be compliant with the Open Cloud Principles via community consensus, and how the process can be healthfully and effectively managed. The Committee on Certification will be staffed by: - Shanley Kane - Sam Johnston - Mark Fleischmann - John Mark Walker There followed a discussion of potential other committees that the Board may wish to establish at a later date, including committees for Fundraising and PR / Marketing. It was decided that these committees are predicated on the findings of the three committees established herein and the matter of additional committees would be taken up at the next meeting of the board. Upon motion duly made by Sam Johnston and seconded by Shanley Kane, it was unanimously RESOLVED that each committee would be responsible for congregating and submitting their proposals for operating, governance and certification policies respectively no later than Monday, January 9th, at which point a period of no fewer than 2 weeks discussion would be opened on the OCI board mailing list. Following the discussion period, policies will be discussed and decided on by the board at the next SGM, to be held in late January. *CHANGES TO THE OPEN CLOUD PRINCIPLES DOCUMENT* The next item of business was potential changes to the Open Cloud Principles based on community feedback and discussions gathered in open forum relevant to the Implementations clause of such. Upon motion duly made by Sam Johnston and seconded by Shanley Kane, with Sam Ramji abstaining, it was RESOLVED that the relevant portion of the text (the "Implementations" bullet of the "Standards" heading) be changed from its original form: *Implementations*: There *must* be multiple full, faithful and interoperable implementations (for both client and server where applicable) and at least one such implementation *must* be licensed under an Open Source Initiative (OSI) <http://www.opensource.org/> approved license<http://www.opensource.org/licenses> or placed into the public domain. * * *to (additions highlighted):* *Implementations*: There *must* be multiple full, faithful, independent and interoperable implementations (for both client and server where applicable) and at least one such implementation *must* be licensed in its entirety under an Open Source Initiative (OSI) <http://www.opensource.org/> approved license <http://www.opensource.org/licenses> or placed into the public domain. It was also discussed that Sam Ramji and other board of directors could open further discussion around the implications of these changes on the board's open mailing list. Since there was no further business to come before the meeting, on motion duly made and seconded, the meeting was adjourned.
