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This was extracted (@ 2017-10-16 20:10) 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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Motion for Licensing for a Closely Related Company

21 Jun 2017

 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.