This was extracted (@ 2024-03-20 21:10) from a list of minutes
which have been approved by the Board.
Please Note
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beginning of every Board meeting; therefore, the list below does not
normally contain details from the minutes of the most recent Board meeting.
WARNING: these pages may omit some original contents of the minutes.
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A report was expected, but not received
WHEREAS, the board created the standing Audit Committee, and; WHEREAS, William Rowe Jr had been appointed chairman of the Audit Committee, and; WHEREAS, it is the opinion of the Board that this standing committee and office should be dissolved until records are submitted for audit of a specific fiscal year. NOW, THEREFORE, BE IT RESOLVED, that William Rowe Jr. is relieved and discharged from the duties and responsibilities of chairing the Audit Committee, and BE IT FURTHER RESOLVED, that the standing Audit Committee is hereby dissolved. Special Order 7C. Dissolve the standing Audit Committee, was approved by Unanimous Vote of the directors present.
There are no records to audit, no action by the committee in Jan-Feb. The board is in receipt of the resignation of William Rowe, Jr. from the chairmanship of this committee, and two calls on the auditcom list for a replacement chair are unanswered. It appears that the board needs to reach out to the membership for a new chair of this committee, and validate that over the past 8 months the sitting members of the Audit Committee are still willing and able to serve, once called upon to review the records of the 2007-2008 FY.
Bill to create a resolution to Terminate the Audit Committee to be discussed later in the meeting, with the expectation that we will recreate on in three or so months when it is needed.
No accounting of FY 07-08 received, no action to take, nothing to report. Note the 990 was to be filed by December 15.
Bill intends to step down based on the lack of progress. He recommends that the committee be reformed once the taxes are prepared, and repeat this process each year.
Jim stated that he would like to revisit this later in the agenda.
No accounting of FY 07-08 received, no action to take, nothing to report. Note the extension to file requires filing by December 15.
No records received, ergo no action to take at present and nothing to report. Proposed; that the standing Audit committee be dissolved, and simply be formed at such point in time that there are an annual accounting of the activity of the foundation.
Proposal declined; the board requested that the audit committee help with preparing the budget.
No records received, ergo no action to take at present and nothing to report.
No records received, ergo no action to take at present and nothing to report.
With respect to FY2007-08 internal review, there is nothing to report, still awaiting preparation of the records and financial statements to begin the review. Based on previous discussion by the board, the committee will proceed with an internal review for FY2007-08, and at the board's direction will not seek external review. However, there is a pro bono offer of feedback by a CPA on the table, and the committee will pursue this possibility once the records become available.
Sam noted that rather than providing direction, the previous discussion was tabled before coming to a consensus. Others noted that they were comfortable with drawing the conclusion that that's what the consensus would have been.
In any case, all the directors present were happy with the new direction described in this month's report.
Committee requests an appropriation of $5,000 for external GAAP Review services. One audit firm has been identified, CJBS of Northbrook, IL, and a discussion of which firm to use is ongoing at the auditcom list. Karen of SFLC declined to directly participate but remains available to both the board and the committee for any legal queries. The committee requests a timetable for delivery of all records, year end reports and 990 submission for FY '07.
WHEREAS, the standing Audit Committee of The Apache Software
Foundation (ASF) expects to better serve its purpose through the
periodic update of its membership; and
WHEREAS, the standing Audit Committee is an Board-appointed Committee
whose membership must be approved by Board resolution.
NOW, THEREFORE, BE IT RESOLVED, that the following ASF member be
added as a standing Audit Committee member:
Shane Curcuru <asf@shanecurcuru.org>
WHEREAS, the standing Audit Committee is in receipt of the
resignations of Jim Jagielski, Gianugo Rabellino and
Henri Yandell from the standing Audit Committee;
NOW, THEREFORE, BE IT RESOLVED, that the following ASF members be
removed as members of the standing Audit Committee:
Jim Jagielski <jim@apache.org>
Gianugo Rabellino <gianugo@apache.org>
Henri Yandell <bayard@apache.org>
Special Order 7G, Update standing Audit Committee Membership, was
approved by Unanimous Vote of the directors present.
WHEREAS, the Board of Directors heretofore appointed Henri Yandell as chair, standing Audit Committee, and WHEREAS, the Board of Directors is in receipt of the resignation of Henri Yandell as chair, standing Audit Committee; NOW, THEREFORE, BE IT RESOLVED, that Henri Yandell is relieved and discharged from the duties and responsibilities of chair, standing Audit Committee, and BE IT FURTHER RESOLVED, that William Rowe be and hereby is appointed chair, standing Audit Committee, to serve at the direction of the Board of Directors as the chair of the Audit Committee and have primary responsibility for managing the Audit Committee. Special Order 7F, Change of standing Audit Committee Chair, was approved by Unanimous Vote of the directors present.
No activity from the Audit project this month.
WHEREAS, the Audit Committee of The Apache Software
Foundation (ASF) expects to better serve its purpose through the
periodic update of its membership; and
WHEREAS, the Audit Committee is an Board-appointed Committee
whose membership must be approved by Board resolution.
NOW, THEREFORE, BE IT RESOLVED, that the following ASF member be
added as a Audit Committee member:
William Rowe Jr <wrowe@apache.org>
Special order 7C, Update Audit Committee Membership, was
approved by Unanimous Vote of the directors present.
There's been no activity that I can tell. Presumably the tax return hasn't been started yet.
Discussed bringing Bill Rowe onto the committee and his suitability as an eventual replacement when Henri vacates the office. Discussion eventually tabled to be resumed during item 7C on the agenda.
No activity this month - it's expected that things will increase in activity next month, helping the treasurer with the tax return.
Justin expressed a concern that this needs to show activity next month or we need be prepared to implement alternate plans.
Justin and J Aaron requested that the Audit committee proactively help them with the tax return. The earliest this will be needed is May 1st. Both Gianugo Rabellino and Serge Knystatutas indicated that they could help out in May.
No activity this month.
While there is nothing urgent at this time, it was suggested that it might be a good idea to spend this time doing prep work, and front-load the activities. Perhaps time could be spent nailing down the process now?
Approved by General Consent.
No activity this month.
Various ideas were presented on how to fix this committee. Henri has todo.
Approved by General Consent.
No activity this month.
Approved by General Consent.
Two months in a row - there's been no activity on the Audit list.
Approved by General Consent.
As with last month, there's been no activity on the Audit list.
Approved by General Consent.
There's been no audit activity in the last month.
Additionally, it was noted that Henri checked the tax return.
Justin was tasked with checking if there is a legal requirement for an external audit.
Approved by General Consent.
The Audit committee were intended to look at the 990 after Justin and Aaron had put together a draft, but there was very little activity. Given that there's only one task each year, it might be best for the committee to be reformed each May.
This activity is desperately seeking volunteers (and, in particular Directors).
Approved by General Consent.
We're in touch with Justin and Aaron with regards to when the tax return will be ready for review, and when we need to review it by. The plan is that we will review the return over a 2 week period in August. Apart from that there has been no other activity.
Approved by General Consent.
The Audit committee are still inactive. The outstanding issue is to find an external auditor for the ASF accounts, but this is not actively being worked on. We need to get in touch with Justin concerning the return and what we can do to help.
Approved by General Consent.
The Audit committee are currently inactive. The outstanding issue is to find an external auditor for the ASF accounts, but this is not actively being worked on. It's assumed that we'll be offering Justin our time in the third quarter to help on the tax return, including doing a final walkthrough of the return before it is sent in.
Justin noted that the 'third quarter' is now and that he would be prepping the annual report this month (aim to have a draft by members' meeting.
Approved by General Consent.
The Audit committee are currently inactive. The outstanding issue is to find an external auditor for the ASF accounts, but this is not actively being worked on. It's assumed that we'll be offering Justin our time in the third quarter to help on the tax return, including doing a final walkthrough of the return before it is sent in.
Approved by General Consent.
The Audit committee are currently inactive. The outstanding issue is to find an external auditor for the ASF accounts, but this is not actively being worked on. It's assumed that we'll be offering Justin our time in the third quarter to help on the tax return, including doing a final walkthrough of the return before it is sent in.
Approved by General Consent.
The Audit committee are currently inactive. The outstanding issue is to find an external auditor for the ASF accounts, but this is not actively being worked on. It's assumed that we'll be offering Justin our time in the third quarter to help on the tax return, including doing a final walkthrough of the return before it is sent in.
Approved by General Consent.
WHEREAS, the Board of Directors heretofore appointed Jim Jagielski as chair, standing Audit Committee, and WHEREAS, the Board of Directors is in receipt of the resignation of Jim Jagielski as chair, standing Audit Committee; NOW, THEREFORE, BE IT RESOLVED, that Jim Jagielski is relieved and discharged from the duties and responsibilities of chair, standing Audit Committee, and BE IT FURTHER RESOLVED, that Henri Yandell be and hereby is appointed chair, standing Audit Committee, to serve at the direction of the Board of Directors as the chair of the Audit Committee and have primary responsibility for managing the Audit Committee. Special Order 6A, Change of standing Audit Committee Chair, was approved by Unanimous Vote.
WHEREAS, The Board of Directors deems it to be in the best
interests of the Foundation and consistent with the
Foundation's purpose to establish an ASF Board Committee
charged with auditing the finances of the Foundation.
NOW, THEREFORE, BE IT RESOLVED, that an ASF Board Committee, to
be known as the "Audit Committee", be and hereby is
established pursuant to Bylaws of the Foundation; and be it
further
RESOLVED, that the Audit Committee be and hereby is
responsible for conducting and having oversight of efforts to
audit the finances of The Apache Software Foundation with full
and complete access to all financial records; and be it further
RESOLVED, that the committee be compsed of five members with one
member being a 'financial expert', noting that the persons holding
the office of President and Treasurer are hereby excluded from
membership to prevent possible conflicts of interests; and be
it further
RESOLVED, that Jim Jagielski shall serve at the direction of
the Board of Directors as the chair of the Audit Committee and
have primary responsibility for managing the Audit Committee;
and be it further
RESOLVED, that the persons listed immediately below be and
hereby are appointed to serve as the initial members of the
Audit Committee:
Jim Jagielski
Serge Knystautas
Gianugo Rabellino
Henri Yandell
Cliff Woolley
Special Order 6A, Creation of standing audit committee, was
Approved by Unanimous Consent.