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This was extracted (@ 2020-09-29 22:10) from a list of minutes which have been approved by the Board.
Please Note The Board typically approves the minutes of the previous meeting at the beginning of every Board meeting; therefore, the list below does not normally contain details from the minutes of the most recent Board meeting.

Meeting times vary, the exact schedule is available to ASF Members and Officers, search for "calendar" in the Foundation's private index page (svn:foundation/private-index.html).

Adopt a COI policy

18 Mar 2020

 WHEREAS, the Board of Directors desires to increase clarity around
 correct handling of conflicts of interest, and

 WHEREAS, the Board of Directors desires to hold our organization to the
 highest standards of transparency

 NOW, THEREFORE, BE IT RESOLVED, the following conflict of interest
 policy, be adopted, and that the Secretary be charged and entrusted with
 the record keeping which results from Articles IV and VI, and that the
 Chairman of the Board be charged and entrusted with the ensuring the
 performance of periodic reviews as described in Article VII.

 Article I - Purpose

 The purpose of the conflict of interest policy is to protect the
 Apache Software Foundation's (ASF's) interest when it is
 contemplating entering into a transaction or arrangement that might
 benefit the private interest of an officer or director of the
 ASF or might result in a possible excess benefit transaction.
 This policy is intended to supplement but not replace any applicable
 state and federal laws governing conflict of interest applicable to
 nonprofit and charitable organizations.

 Article II - Definitions

 1. Principal Officer: A principal officer is an officer other than a PMC
    chair who holds no other office.

 2. Interested Person: Any director or principal officer who has a direct
    or indirect financial interest, as defined below, is an interested
    person.

 3. Financial Interest: A person has a financial interest if the person
    has, directly or indirectly, through business, investment, or family:

    a. An ownership or investment interest in any entity with which the
       ASF has a transaction or arrangement,

    b. A compensation arrangement with the ASF or with any entity
       or individual with which the ASF has a transaction or
       arrangement, or

    c. A potential ownership or investment interest in, or compensation
       arrangement with, any entity or individual with which the
       ASF is negotiating a transaction or arrangement.

 Compensation includes direct and indirect remuneration as well as gifts
 or favors that aren’t insubstantial.

 For purposes of this policy, an ownership or investment interest that is
 insubstantial need not be disclosed.

 A financial interest isn’t necessarily a conflict of interest. Under
 Article III, Section 2, a person who has a financial interest may have a
 conflict of interest only if they declare a possible conflict of
 interest or the appropriate board decides that a conflict of interest
 exists.

 Article III - Procedures

 1. Duty to Disclose

 In connection with any actual or possible conflict of interest, an
 interested person must choose one of two paths:

    a. They can disclose the existence of a possible conflict of
       interest, and recuse themselves from the affected decisions,
       without giving any more information.

    b. If the interested person believes the financial interest does not
       constitute a conflict of interest they must disclose the existence
       of the financial interest and be given the opportunity to disclose
       all material facts to the directors and members of committees with
       governing board delegated powers considering the proposed
       transaction or arrangement.

 2. Determining Whether a Conflict of Interest Exists

 In case of voluntary declaration of a possible conflict of interest
 and recusal, the conflict is presumed to exist.

 If the interested person declares a financial interest without
 voluntary recusal then after disclosure of the financial interest and
 all material facts, and after any discussion with the interested
 person, the remaining board or committee members shall decide if a
 conflict of interest exists.

 3. Procedures for Addressing the Conflict of Interest

    a. An interested person may make a presentation to the board or
       relevant committee, but shall not cast a vote on the transaction
       or arrangement involving the possible conflict of interest.

    b. The chairperson of the governing board or committee shall, if
       appropriate, appoint a disinterested person or committee to
       investigate alternatives to the proposed transaction or
       arrangement.

    c. After exercising due diligence, the governing board or committee
       shall determine whether the ASF can obtain with reasonable efforts
       a more advantageous transaction or arrangement from a person or
       entity that would not give rise to a conflict of interest.

    d. If a more advantageous transaction or arrangement isn’t reasonably
       possible under circumstances not producing a conflict of interest,
       the governing board or committee shall determine by a majority
       vote of the disinterested directors whether the transaction or
       arrangement is in the ASF's best interest, for its own benefit,
       and whether it is fair and reasonable. In conformity with the
       above determination it shall make its decision as to whether to
       enter into the transaction or arrangement.

 4. Violations of the Conflicts of Interest Policy

    a. If the governing board or committee has reasonable cause to believe
       a member has failed to disclose actual or possible conflicts of
       interest, it shall inform the member of the basis for such belief
       and afford the member an opportunity to explain the alleged
       failure to disclose.

    b. If, after hearing the member's response and after making further
       investigation as warranted by the circumstances, the governing
       board or committee determines the member has failed to disclose an
       actual or possible conflict of interest, it shall take appropriate
       disciplinary and corrective action.

 Article IV - Records of Proceedings

 The minutes of the governing board and all committees with board
 delegated powers shall contain:

 a. The names of the persons who disclosed or otherwise were found to
    have a financial interest in connection with an actual or possible
    conflict of interest. If the interested person did not choose
    voluntary recusal, the nature of the financial interest, any action
    taken to determine whether a conflict of interest was present, and the
    governing board's or committee's decision as to whether a conflict of
    interest in fact existed.

 b. The names of the persons who were present for discussions and votes
    relating to the transaction or arrangement, the content of the
    discussion, including any alternatives to the proposed transaction or
    arrangement, and a record of any votes taken in connection with the
    proceedings.

 Article V - Compensation

 a. A voting member of the governing board who receives compensation,
    directly or indirectly, from the ASF for services is precluded from
    voting on matters pertaining to that member's compensation.

 b. A voting member of any committee whose jurisdiction includes
    compensation matters and who receives compensation, directly or
    indirectly, from the ASF for services is precluded from voting on
    matters pertaining to that member's compensation.

 c. No voting member of the governing board or any committee whose
    jurisdiction includes compensation matters and who receives
    compensation, directly or indirectly, from the ASF, either
    individually or collectively, is prohibited from providing
    information to any committee regarding compensation.

 Article VI - Annual Statements

 Each director, principal officer and member of a committee with
 governing board delegated powers shall annually sign a statement which
 affirms such person:

 a. Has received a copy of the conflicts of interest policy,

 b. Has read and understands the policy,

 c. Has agreed to comply with the policy, and

 d. Understands the ASF is charitable and in order to maintain its
    federal tax exemption it must engage primarily in activities which
    accomplish one or more of its tax-exempt purposes.

 For purposes of this article, a Project Management Committee (PMC)
 having only the normal powers of a PMC is not a committee with governing
 board delegated powers.

 Article VII - Periodic Reviews

 To ensure the ASF operates in a manner consistent with charitable
 purposes and doesn't engage in activities that could jeopardize its
 tax-exempt status, periodic reviews shall be conducted. The periodic
 reviews shall, at a minimum, include the following subjects:

 a. Whether compensation arrangements and benefits are reasonable,
    based on competent survey information, and the result of arm's length
    bargaining.

 b. Whether partnerships, joint ventures, and arrangements with
    management organizations conform to the ASF's written policies, are
    properly recorded, reflect reasonable investment or payments for
    goods and services, further charitable purposes and don't result in
    inurement, impermissible private benefit, or in an excess benefit
    transaction.

 Article VIII - Use of Outside Experts

 When conducting the periodic reviews as provided for in Article VII, the
 ASF may, but need not, use outside advisers. If outside experts are
 used, their use shall not relieve the governing board of its
 responsibility for ensuring periodic reviews are conducted.

 Special Order 7B, Adopt a COI policy, was approved by
 Unanimous Vote of the directors present.