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The OpenStack Foundation Legal Documents /

THE OPENSTACK FOUNDATION PLATINUM MEMBER POLICY

Appendix 2

PLATINUM MEMBER POLICY

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

2. Term of Platinum Members.

(a) The initial term for the Initial Platinum Members shall begin on the COI Effective Date and terminate as provided below. The Initial Platinum Members shall be divided into two classes: Class A Platinum Members are Canonical, Ltd., IBM, Nebula, Inc., and Red Hat, Inc., and Class B Platinum Members are AT&T Inc., Hewlett Packard Company, Rackspace US, Inc., and Suse. The initial term for Class A Platinum Members shall terminate on December 31, 2014 and the initial term for Class B Platinum Members shall terminate on December 31, 2015.

(b) The effective date of membership for a Platinum Member other than an Initial Platinum Member (or a Platinum Member admitted to fill a vacancy in the Platinum Membership as provided below) shall be January 1 of the year that first follows the date on which the Platinum Member has executed the Platinum Member Agreement and the admission has been approved by the Board of Directors.
(c) Following the initial term, the renewal term of each Platinum Member shall begin on January 1 of the calendar year after the end of the initial term and shall continue for three (3) years.
(d) The Executive Director or his designee shall provide written notice to each Platinum Member at least nine months (but not more than twelve months) prior to the last day of the term of the Platinum Member which notice shall include the date of such termination and the required date of response. The Platinum Member must give written notice to the Secretary on or before six months prior to the last day of the term of such Platinum Member of its election to renew or not renew its term. If the Platinum Member does not give such notice, its term will automatically terminate upon December 31 of such year.
(e) If any new Platinum Member is admitted to membership to fill a vacancy in the Platinum Membership during the initial term, then the term of the new Platinum Member shall be the remaining term of the Platinum Member whose vacancy was filled.
(f) The effective date of the end of the term of a Platinum 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 Platinum 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 Platinum Members.

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

4. Nomination and Election of New Platinum Members. If a Platinum 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 (including, without limitation, a Corporate Gold Member) may nominate itself to be a new potential Platinum Member using the procedure described in this paragraph. Any proposed new Platinum 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 Members and members of the Board of Directors. The nominee must execute the Platinum 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 Platinum Member as provided in Section 2.

5. List of Platinum Members. The Secretary shall publish the list of the names of the Platinum 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 Platinum Members solely for the purposes permitted under Delaware Corporate Law, provided that the Secretary may require the information to be treated as confidential information by the recipient to the extent permitted by Delaware law.