Open Stack

After some additional discussion, we are going to make the draft available on the website on Friday (after we incorporate any comments from you, the Board and the Technical Committee) so the community can review it prior to the Board meeting on December 2. 

-----Original Message-----
From: Radcliffe, Mark [mailto:Mark.Radcliffe at dlapiper.com] 
Sent: Friday, November 14, 2014 2:38 PM
To: Defcore-committee at lists.openstack.org
Cc: Roay, Leslie
Subject: Revised Bylaws

Sorry for the length of the email, but I am sending you the final draft of the revised bylaws to implement the DefCore process.   As you may recall,  the original bylaws provided for very detailed (and inflexible) approach to the use of trademarks and the modification of the Core OpenStack Project.  This draft includes the feedback from the Defcore committee and is meant to provide flexibility to adopt the Defcore procedures and any changes to those procedures in the future. These changes have included input from the Legal Affairs Committee, OpenStack Foundation management and  your committee.  We have incorporated most of the proposals from the DefCore committee (for more information on the comments you can see my emails to the committee). Thanks particularly to Mark McLoughlin and  Joshua McKenty for their comments. I am enclosing two marked copies depending to assist you in reviewing the documents:

1.         v.24 to v.29:  Last version seen by Defcore to most current version
2.         v.15 to v.29:  Current bylaws to most current version 
  
The changes from the last draft reviewed by the Defcore committee (version 24) are summarized as follows:
 
1.            Deleted the transition provisions and provided that the Board will make decide when the new procedure for managing the use of trademarks becomes effective.
2.            Changed the definitions used for Core OpenStack Project and OpenStack Integrated Release: 
                 "Core OpenStack Project" to "Trademark Designated OpenStack Project"  and 
                "OpenStack Integrated Release" to "OpenStack TC Designated Release"
3.            Deleted the changes to the Legal Affairs Committee which will be handled (and voted upon) separately
4.            Replaced "OpenStack Integrated Release" with the broader  "OpenStack Project" in all places 
5.            Provided for the Board and the Technical Committee to agree on procedures for interaction which can be changed without referral to the bylaws; these procedures will need to be agreed upon by Board and the Technical Committee and are not yet 	in existence.


Please provide me with any comments by noon on Thursday, November 20.  We will also be sending a similar email to the Board of Directors and the Technical Committee. After considering and incorporating any relevant comments, the Foundation is planning to have a Board meeting in the first week of December to approve the final draft.  Then, such draft will be put on the Foundation website to prepare for approval by the Individual Members as part of their election of Individual Directors. 

The changes from the existing bylaws are summarized as follows: 

1.            Revisions for Determination Core and Trademark Policy.

                a.            Shift from two to three categories of software

                                i.              Current bylaws

                                                A.            OpenStack Project
                                                B.            Core OpenStack Project

                                ii.             Revised bylaws

                                                A.            OpenStack Project
                                                B.            OpenStack TC Approved Release
                                                C.            Trademark Designated OpenStack Software

                b.            Change in determination of Trademark Designated OpenStack Software by the Board

                                i.              Current bylaws 

                                                A.            Modules: Block Storage, Compute, Dashboard, Identity Service, Image Service, Networking, and Object Storage
                                                B.            Add/Remove Modules Process: Proposed by Technical Committee and approved by the Board of Directors ("Board")
                                                C.            This  provision can only be changed by a vote of the Board and the affirmative vote of (i) two-thirds of the Gold Members, (ii) two-thirds of the Platinum Members, and (iii) a majority of the Individual Members voting (but 					only if at least 25% of the Individual Members voting  at an  annual or special meeting).                                


                                ii.             Revised bylaws

                                                A.           Trademark Designated OpenStack Software:  Process for determining Trademark Designated OpenStack Software will be determined by the Board and does not need any vote by the members, but changes in process 					require Technical Committee approval (i.e. change from DefCore)
                                                B.            OpenStack TC Approved Release (formerly Integrated Release):  Determined by Technical Committee but "Trademark Designated OpenStack Software" can be deleted from OpenStack TC Approved Release  only with 					permission of Board


                c.             Change in management of trademarks

                                i.              Current bylaws

                                                A.            Trademarks governed by detailed trademark policy in Appendix 8
                                                B.            This  provision can only be changed by a vote of the Board and the affirmative vote of (i) two-thirds of the Gold Members, (ii) two-thirds of the Platinum Members, and (iii) a majority of the Individual Members voting (but 					only if at least 25% of the Individual Members vote at  an  annual or special meeting).                

                                ii.             Revised bylaws

                                                A.            Trademarks will be governed by a trademark policy to be determined by the Board and does not need any vote by the members


2.            Determination of ATC

                                a.              Current bylaws:                ATC must contribute to Core OpenStack Project.  

                                b.             Revised bylaws:                ATC must contribute to  OpenStack Project .


Separate Approval  

1.            Legal Affairs Committee  

                                a.              Current bylaws:                 Legal Affairs Committee currently is limited to five members (but eleven lawyers are attending).  

                                b.             Revised bylaws:                The Board can set the criteria for membership on the Legal Affairs Committee.

2.            Quorum for Individual Members to Amend the Bylaws  

                                a.              Current bylaws:                A majority of the Individual Members voting (but  only if at least 25% of the Individual Members vote at  an  annual or special meeting).    This vote was selected rather arbitrarily at the time the bylaws were 			drafted and did not anticipate the number of Individual Members which have joined the Foundation. The 2014 election for Individual Directors  had participation of only [11%] of the Individual Members.

                                 b.             Revised bylaws:                A majority of the Individual Members voting (but  only if at least 10% of the Individual Members vote at  an  annual or special meeting).    


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