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MINUTES OF THE PUBLIC SESSION OF A REGULAR MEETING OF THE BOARD OF DIRECTORS

17 June 2015

A regular meeting of the Board of Directors (the “Board”) of Node.js Foundation, a Delaware not-for-profit membership corporation, was held on 17 June, 2015 at 11:00am Pacific Time via teleconference.

Participants

Directors

Counsel

Andrew Updegrove (Gesmer Updegrove LLP)

Also participating

Meeting

Call to Order

Mr. Dolan called the meeting to order at 11:07am Pacific Time and Mr. Benzies recorded the minutes. A quorum of Directors was established for the conduct of business, and the meeting, having been duly convened, was ready to proceed with business.

Mr. Dolan noted that all off the launch coverage has been positive. Mr. Dolan reiterated that this is an open Board meeting which will be followed by a private 15 minute session. Mr. Dolan provided a quick framework of the logistics of how the Board meeting will operate.

Introduction & Agenda:

Mr. Nicholas introduced the agenda, reviewed the current membership, and welcomed everyone to the meeting.

Discussion on Role of Board Directors

Mr. Nicholas introduced Mr. Andrew Updegrove to provide an overview of the role of the Board in the Foundation. Mr. Updegrove described the role of a director of the Node.js Foundation, and reviewed the duties and responsibilities generally of such a position.

Acknowledgement of Appointment of Platinum Directors

Mr. Nicholas presented a resolution to acknowledge the appointment of Platinum Directors, and upon motion duly made by Director Newcomb, seconded by Director Moore and approved by all Directors in attendance, the following resolution was adopted:

RESOLVED:

That the Board hereby acknowledges the appointment of the following individuals by the Platinum Members to serve as Platinum Directors (as defined in the By-laws):

Resignation of Linux Foundation Directors and Officer

Mr. Nicholas presented resolutions accepting the resignations of James Zemlin and Mike Woster as Officers and Directors. Upon motion duly made by Director Moore, seconded by Director Rabellino and approved by all Directors in attendance, the following resolutions were adopted:

RESOLVED:

That the resignations of James Zemlin and Mike Woster as Directors of the Node.js Foundation, effective as of the date hereof, is hereby acknowledged and accepted.

RESOLVED:

That the resignations of James Zemlin as President of the Node.jsFoundation, and of Mike Woster as Treasurer and Secretary of the Node.js Foundation, effective as of the date hereof, is hereby acknowledged and accepted.

Adoption of Bylaws

Mr. Nicholas presented a resolution to amend and restate the bylaws of Node.js Foundation, and upon motion duly made and then seconded by Director Newcomb and approved by all Directors in attendance, the following resolution was adopted:

RESOLVED:

That the Bylaws of the Node.js Foundation, are hereby amended and restated, to read in their entirety in the form attached to these minutes as Exhibit A.

Plan for Election of Gold and Silver Directors

Mr. Nicholas introduced the topic of Gold and Silver member elections with the following guidelines and timeline:

A question was raised about using Condorcet voting, as this can be a gray area for entities incorporated in Delaware.

Mr. Dolan noted that a plurality vote can be used in place of Condorcet voting. With the update to using a plurality vote, there were no objections to the plan for Gold and Silver Director elections.

Officer Positions Defined in Bylaws and Election of Interim Officers

Mr. Nicholas introduced the topic of officer positions. Mr. Nicholas reviewed the officer positions as defined in the Bylaws and noted that these elections will take place at a future Board meeting after the Gold and Silver Director elections. Mr. Nicholas noted that the Node.js Foundation should elect an interim Chairperson until the permanent officer elections for the purposes of executing operational documents for the Foundation. Discussion ensued leading to the outcome that both an interim Chairperson and an interim Vice Chairperson would be elected. Mr. Nicholas presented a resolution to elect interim officers, and upon motion duly made by Director Rabellino, seconded by Director Newcomb and approved by all Directors in attendance, the following resolution was adopted:

RESOLVED:

That the following individuals be, and hereby are, elected to the offices of the Node.js Foundation set forth below, to hold such offices until his or her successors are duly elected and qualified or until his or her earlier resignation or removal:

Plan for Election of Officers

Mr. Nicholas introduced the topic of Officer elections with the following guidelines and timeline:

Mr. Dolan clarified that these elections are delayed so that the Gold, Silver, and TSC Directors that will be elected in the coming weeks are able to nominate themselves for Officer positions.

There were objections to the plan for Officer elections.

Resolution to Adopt IP Policy

Mr. Nicholas presented a resolution to adopt the IP Policy of the Node.js Foundation. Upon motion duly made by Director Moore, seconded by Director Rabellino and approved by all Directors in attendance, the following resolution was adopted:

RESOLVED:

That the Node.js Foundation IP Policy, in the form attached hereto asExhibit B, is hereby confirmed, approved and adopted and shall be filed with the record of this meeting.

Adoption of Trademark License Agreement

Mr. Nicholas presented a resolution to approve the Trademark License Agreement between the Node.js Foundation and Joyent, Inc. Upon motion duly made by Director Newcomb, duly seconded and unanimously adopted, the following resolution was approved:

RESOLVED:

That the Trademark License Agreement between the Node.js Foundation and Joyent, Inc., in substantially the form attached hereto as Exhibit C, is hereby approved, and that the officers of the Foundation are each authorized to execute and deliver such Agreement on behalf of the Foundation, with such amendments as any such officer may deem to be necessary, desirable or appropriate.

Resolution to Adopt Node.js Trademark Guidelines

Mr. Nicholas presented a resolution to adopt the Trademark Guidelines of the Node.js Foundation. Upon motion duly made by Director Hammond, seconded by Director Moore and approved by all Directors in attendance, the following resolution was adopted:

RESOLVED:

That the Node.js Trademark Guidelines, in the form attached hereto asExhibit D, are hereby confirmed, approved and adopted and shall be filed with the record of this meeting.

Resolution to Adopt TSC Charter

Mr. Nicholas presented a resolution to adopt the Technical Steering Committee Charter. Upon motion duly made by Director Hammond, seconded by Director Rabellino and approved by all Directors in attendance, the following resolution was adopted:

RESOLVED:

That the Technical Steering Committee Charter, in the form attached hereto as Exhibit E, is hereby confirmed, approved and adopted and shall be filed with the record of this meeting.

Discussion and Adoption of Antitrust Policy

Mr. Nicholas introduced the topic of the Node.js Foundation Antitrust Policy and introduced Mr. Updegrove to lead the discussion. Mr. Updegrove reviewed the history, purpose and intent of the Antitrust Policy, and provided the Board with a general overview of antitrust and competition laws. The Directors discussed whether it would be appropriate to have Mr. Updegrove regularly participate in meetings of the Board of Directors. Directors Moore and Hammond indicated a preference to have Mr. Updegrove attend regular meetings of the Board of Directors.

At this point in the meeting Danese Cooper joined the meeting.

Mr. Nicholas presented a resolution to adopt the Node.js Foundation Antitrust Policy. Upon motion duly made by Director Moore, seconded by Director Hammond and unanimously adopted, the following resolution was approved:

RESOLVED:

That the Node.js Foundation Antitrust Policy, in the form attached hereto as Exhibit F, is hereby confirmed, approved and adopted, and shall be filed with the record of this meeting.

Adoption of Membership Agreement

Mr. Nicholas introduced the topic of the Membership Agreements. Upon motion duly made by Director Hammond, seconded by Director Rabellino and unanimously approved, the following resolutions were adopted:

RESOLVED:

That the form of Membership Agreement attached hereto asExhibit Gishereby approved, and shall be filed with the record of this meeting.

RESOLVED FURTHER:

That the Foundation officers are hereby authorized to make modifications to such agreement, as such officers deem to be necessary, desirable or appropriate with the advice of legal counsel, and that all such modifications shall be deemed to have been approved by this resolution.

Resolution to Authorize the Linux Foundation to Execute Membership Agreements

Mr. Nicholas presented a resolution authorizing the Linux Foundation to review, execute, and deliver Membership Agreements. Upon motion duly made by Director Moore, seconded by Director Hammond and unanimously approved, the following resolution was adopted:

RESOLVED:

That any Officer of the Linux Foundation may review, execute and deliver membership agreements on behalf of the Node.js Foundation, and that all prior executions and deliveries of any such membership agreements are hereby ratified, approved and adopted.

Budget Summary

Mr. Nicholas introduced the topic of budget. Mr. Nicholas presented a brief budget summary, noting that there are currently 19 signed membership applications with an expected revenue of $1.54 million and current anticipated expenses to date of $100,000. Mr. Nicholas noted that a more detailed budget would be presented in a subsequent Board meeting.

Signature Authority

Mr. Nicholas introduced the topic of signature authority. A question was raised about requiring dual signatures. Discussion ensued, leading to the outcome that dual signatures would be required on any transaction over $10,000. Mr. Dolan noted that the resolutions pertaining to signature authority would be updated with this verbiage and presented at the next Board meeting.

Empowerment of Officers

Mr. Nicholas presented a resolution related to the empowerment of officers, and upon motion duly made by Director Moore and seconded by Director Hammond, the following resolution was unanimously approved and adopted:

RESOLVED:

That the proper officers of the Foundation be, and each of them acting individually hereby is, authorized, empowered and directed to prepare or have prepared, execute and deliver all such other instruments or agreements, make all such payments, make all such filings and do all such other acts and things as in their opinion, or in the opinion of any of them, may be necessary or appropriate in order to carry out the intent and purposes of the foregoing resolutions.

Plan for Future Meetings

Mr. Nicholas introduced the topic of planning for future meetings. Mr. Nicholas noted that the next Board meeting would be held after elections have concluded. Mr. Nicholas raised the question of meeting cadence. Discussion ensued leading to the outcome that Mr. Nicholas would create a Doodle poll for the next Board meeting, as well as a poll to establish an on-going cadence.

Mr. Nicholas reviewed the items on the agenda for the upcoming Board meeting and called for any additions. A request was made to have an update on directors’ and officers’ insurance, bank accounts and tax matters.

A request was made to hold a Board Director face-to-face meeting during the year most likely tied to an existing Node.js event.

Adjournment

There being no further business to come before the meeting and upon motion duly made by Director Hammond and seconded by Director Rabellino and unanimously approved by the Directors, the meeting was adjourned at 12:00pm Pacific Time.

Respectfully submitted,

__________________________

Scott Hammond Chairperson