This was extracted (@ 2024-03-20 21:10) 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.
WARNING: these pages may omit some original contents of the minutes.
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).
Discussion opened about how using voting to solve an issue is often seen as a failure of consensus (i.e., non-unaminous votes seem to be avoided). Historically, the Board has believed that if a vote is not unanimous, it indicates that consensus has not been reached, therefore further discussion may still be necessary. Suggestion: the Board could utilize +0 and -0 votes (expressing an acceptance of a position without fully agreeing/disagreeing), despite that Delaware corporate law does not recognize votes like that, but only has yes, no, or abstain. Unlike other foundations, once the ASF Board has voted on something, speaks in one voice and all directors commit to support the decision within the Foundation regardless of their individual votes. There were many nods of agreement to this. There was a thorough discussion of of both the historical tendency of past boards to avoid non-unanimous votes, along with ideas of how we can make board-level decisions more efficient while respectfully allowing dissenting voices a chance to be heard and debated. Myrle requested that we do not be normative on the meaning of “no” and “abstain” votes; this was moved forward as a future discussion item for documenting how directors express formal votes, both during a meeting and in our formal published minutes. While some sort of consensus is needed on this topic, it doesn't solve the communication issue. We had a discussion regarding possible separation of public and private minutes with respect to votes as well as the canonical meaning of said votes. Tom confirmed from DE law that the identities of who-voted-what is not required to be public. The minutes, however, should indicate if a director revised the resolution themself or if a director dissents from the vote being conducted at all (e.g., a point of order over the voting process). Craig suggested that we use alternate venues for directors to express disagreement and dissenting views such as the board@ and members@ mailing lists. David shared subscriber statistics for the board@ mailing list. The trend shows that the subscriber count has been consistently increasing, with a handful of unsubscriptions within a single month. These figures do not reflect any subscribers who may simply filter out these emails.