This was extracted (@ 2024-03-20 21:10) from a list of minutes
which have been approved by the Board.
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NOTE: There is nothing in the ASF charter that prevents this concept from being done underneath our current 501(c)(3) umbrella; and Nothing that stops an external party from doing most everything here with the exception of using our brands and marks in compliance with our established policies. The mechanism of using a related company is chosen for political reasons, not technical or legal. However, it should be noted that the motion has been discussed both from an internal execution and external licensing perspective for the purposes of documenting this information for the next 3-5 years. WHEREAS, the Apache Software Foundation wishes to ensure the longevity and success of the foundation; and WHEREAS, the Board of Directors agrees that the licensing assets of the organization can provide a useful and beneficial source of subsistence; and WHEREAS, the Board of Directors agrees that the foundation exists to provide free, open-source software for the public good; and WHEREAS, the Board of Directors agrees that foundation is a volunteer-driven charity that provides products as-is, without warranty or guarantee of fitness for use; and WHEREAS, the Board of Directors agrees that the foundation does not wish to obligate itself to provide additional, related services and products; and WHEREAS, the Board of Directors wishes to facilitate the provision of these related services and products; and WHEREAS, the Board of Directors recognizes the value of these related services and products but does not wish to assume the costs and legal liability to do so; and WHEREAS, the Board of Directors agrees that the foundation wishes to license certain assets specified herein to a corporation yet to be formed that but shall be referred to for the purposes of this motion as the APACHE MEDIA CORPORATION, or AMC. NOW, THEREFORE, BE IT RESOLVED, that the Apache Software Foundation shall license the following: 1) The perpetual license to create a derivative mark and corporate name based on the foundation name and logos. 2) The exclusive outside vendor rights for 2 years beginning October 1, 2017 to certify Apache products, vendors, training, exams, certifications and services in North America, Europe and Asia as well as to claim association and support. Such rights shall specifically exclude electronic or physical books; and conferences attended by more than 75 persons. However, this license shall not impede the foundation itself from performing any actions in any manner internally without the use of outside parties. 3) The rights in paragraph 2 shall automatically renew under the same terms herein unless notification from either party is received thirty days prior to the renewal date. BE IT FURTHER RESOLVED that in return for these valuable licenses, the following conditions shall be met: 1) A foundation member and executive officer shall found the AMC in his personal capacity; and 2) The AMC shall donate 15% of all net income with a minimum floor of $10,000 USD per quarter beginning on October 1, 2017 with the first payment necessary to fully ratify this agreement; and 3) The founding member shall personally guarantee the minimum floor payments up to $80,000 USD owed; and 4) The AMC shall be vendor neutral using processes with equivalent terms for all applicants; and 5) The President & Chair of the foundation shall automatically be two of the five initial AMC Board of Director members to ensure that it best exemplifies the Apache Way. However, should the President and/or Chair decline the automatic membership, the foundation shall have the right to appoint their replacement(s); and 6) The foundation shall have the right to appoint an additional board of director member for every three additional AMC board members added; and 7) The foundation shall maintain the right to replace their representatives to the board at any time for any reason as they see fit; and 8) The AMC is solely responsible to define, ensure and defend materials, products, services and vendors certifications are sufficient to the purpose and intent of the foundation and further remove all liability and responsibility from the foundation; and 9) Oversight of AMC contracts and dealings shall be provided through the AMC board membership granted to the foundation which shall be expressly permitted for discussed on the board-private@apache.org mailing list; and 10) The AMC shall enact a strict COID policy that is incumbent on employees, consultants, contractors and other parties alike to require full conflict of interest disclosures when involved with matters of the foundation. Said disclosure shall specifically NOT require abstention or recusal as it is expected that people may serve roles on behalf of the AMC and the foundation; and 11) The AMC is solely responsible for expenses incurred in the execution of this contract up to a maximum of $2,000 USD for the foundation’s legal review; and 12) The AMC shall indemnify the foundation from any responsibility for damages or other liabilities arising from this agreement; and 13) In recognizing the goal of Open Source Software and the Apache Way, materials that are generated and in use externally such as coursework, books, training videos and exams shall AT A MINIMUM be released as “open source” materials under the Apache Software License v2 or greater within a period not to exceed two years from the time of first external use; and 14) The AMC will be solely responsible for all contractual obligations in these matters and shall not be licensed to obligate the foundation in any way. 15) The AMC exists to help buoy the success of the foundation and to ensure monies are not siphoned away, shall use requirements for major contracts in excess of $25,000 USD annually that stipulate being an ASF Sponsor in good standing maintained at the same current sponsorship level for existing sponsors or becoming a sponsor as applicable. Special Order 7G, Motion for Licensing for a Closely Related Company, was disapproved by Unanimous Vote of the directors present.