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The OpenStack Foundation Legal Documents /


Appendix 3


1. Initial Gold Members. Upon the formation of the Foundation, all of those persons listed on the Gold Member Registry published by OpenStack, LLC who also have signed the Gold Member Agreement no later than twenty-eight (28) days following the COI Effective Date shall automatically become Gold Members (“Initial Gold Members”).

2. Term of Gold Members.

(a) The initial term for the Initial Gold Members shall begin on the COI Effective Date and terminate on December 31, 2013.
(b) The effective date of membership for a Gold Member other than an Initial Gold Member shall be January 1 of the year that first follows the date on which the Gold Member has executed the Gold Member Agreement and the admission has been approved by the Board of Directors.
(c) The Executive Director or his designee shall provide written notice to each Gold Member at least six months (but not more than nine months) prior to the last day of the term of the Gold Member which notice shall include the date of such termination and the required date of response. Each Gold Member must give written notice to the Secretary by October 1 of each calendar year that it will renew its membership. If the Gold Member does not give such notice, its term will automatically terminate upon December 31 of such year.
(d) If any new Gold Member is admitted to membership to fill a vacancy in the Gold Members during the initial term, then the term of the new Gold Member shall be the remaining term of the Gold Member whose vacancy was filled.
(e) The effective date of the end of the term of a Gold Member shall be as follows: (i) the date of receipt of the resignation by the Secretary, (ii) the date of termination notice as provided in Section 3(a), (iii) December 31 of the last year of a term in which the Gold Member fails to give written notice of renewal as provided in Section 2(c), or (iv) the effective date of the combination of one or more Platinum Members or Gold Members as provided in Section 3.

3. Resignation or Termination of Gold Members.

(a) A Gold Member may resign its membership by written notice to the Secretary.
(b) Any Director may make a motion to terminate a Gold Member for breach of the Gold Member Agreement and provide reasonable detail on the nature of the breach. If the breach is not cured within the period provided in the Gold Member Agreement, the Board of Directors shall vote on termination of the Gold Member by a majority of the members of the Board of Directors. If the Board of Directors approves the termination of the Gold Member, the Secretary shall give written notice to the Gold Member.
(c) If a Gold Member which is a business entity becomes Controlled by another Gold Member or Platinum Member, such Gold Member (“Controlled Gold Member”) shall cease to be a Gold Member on the closing date of the transaction which results in the Gold Member becoming a Controlled Gold Member.

4. Nomination and Election of New Gold Members. If an existing Gold Member does not give written notice of renewal as provided in Section 2(c), resigns from the Foundation as provided in Section 3, is combined with another Platinum Member or Corporate Gold Member as provided in Section 3 or is terminated as provided in Section 3, the Secretary shall promptly give notice of such event to all Members and provide a notice on the website of the Foundation. Any entity may nominate itself to be a new potential Gold Member using the following procedure. Any proposed new Gold Member may not be Affiliated with an existing Platinum Member or existing Gold Member on the date of its application. The nomination must be in writing to the Secretary with the information determined by the Board of Directors. The Secretary shall promptly provide a copy of such nomination to all of the other remaining Members and members of the Board of Directors. The nominee must execute the Gold Member Agreement and submit it to the Secretary. The Board of Directors shall consider the application of the nominee at its next meeting. If the Board of Directors approves the admission, the entity shall become a Gold Member as provided in Section 2.

5. List of Gold Members. The Secretary shall publish the list of the names of the Gold Members but without their contact information. Upon a written request by an Individual Member, Platinum Member or Gold Member for the purposes permitted by Delaware Corporate Law, the Secretary shall make available the contact information of all Gold Members solely for the purposes permitted under Delaware Corporate Law and shall be treated as confidential.