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This was extracted (@ 2017-05-22 18:10) 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.

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Audit

15 Apr 2009

A report was expected, but not received

18 Feb 2009

Dissolve the standing Audit Committee

 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.

18 Feb 2009 [William Rowe]

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.

21 Jan 2009 [William Rowe]

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.

17 Dec 2008 [William Rowe]

No accounting of FY 07-08 received, no action to take, nothing to report.
Note the extension to file requires filing by December 15.

19 Nov 2008 [William Rowe]

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.

15 Oct 2008 [William Rowe]

No records received, ergo no action to take at present and nothing
to report.

17 Sep 2008 [William Rowe]

No records received, ergo no action to take at present and nothing
to report.

20 Aug 2008 [William Rowe]

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.

16 Jul 2008 [William Rowe]

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.

25 Jun 2008

Update standing Audit Committee Membership

 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.

25 Jun 2008

Change of standing Audit Committee Chair

 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.

25 Jun 2008 [Henri Yandell / Jim]

No activity from the Audit project this month.

21 May 2008

Update Audit Committee Membership

 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.

21 May 2008 [Henri Yandell]

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.

16 Apr 2008 [Henri Yandell]

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.

19 Mar 2008 [Henri Yandell]

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.

20 Feb 2008 [Henri Yandell]

 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.

16 Jan 2008 [Henri Yandell]

 No activity this month.

Various ideas were presented on how to fix this committee. Henri has todo.

Approved by General Consent.

19 Dec 2007 [Henri Yandell]

 No activity this month.

Approved by General Consent.

14 Nov 2007 [Henri Yandell]

Two months in a row - there's been no activity on the Audit list.

Approved by General Consent.

17 Oct 2007 [Henri Yandell]

As with last month, there's been no activity on the Audit list.

Approved by General Consent.

19 Sep 2007 [Henri Yandell]

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.

29 Aug 2007 [Henri Yandell]

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.

18 Jul 2007 [Henri Yandell]

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.

20 Jun 2007 [Henri Yandell]

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.

16 May 2007 [Henri Yandell]

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.

25 Apr 2007 [Henri Yandell]

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.

28 Mar 2007 [Henri Yandell]

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.

21 Feb 2007 [Henri Yandell]

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.

19 Jul 2006

Change of standing Audit Committee Chair

 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.

28 Jul 2005

Creation of standing audit committee

 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.