This was extracted (@ 2023-11-15 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.
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).
The board would like to change the title of VP, Public Policy, to VP, Public Affairs. The board has approved this change by a vote of 7-1 with Craig's no.
Informal discussion around updating the PMC Guide page <https://github.com/apache/www-site/pull/230>.
The board will work on organizing a board face-to-face.
A. Review Renaming of ApacheCon to Community Over Code [requested by akm] The decision to rename ApacheCon was made without informing or getting the blessing of the Membership. This can be seen as a premature change given that the discussion of branding changes for the Foundation are in early stages. ApacheCon is a highly visible part of ASF outreach, and for many Members and Committers is an important part of the valuable branding of the Foundation.
Sam Ruby appointed Daniel Ruggeri to the position of VP, Fundraising
* Self-Service ICLAs: There has been some discussion regarding automating our ICLA submission process to the point that it is completely self-service. There are some concerns about us exposing the ASF to risk by using a web form to submit the ICLAs. We need legal counsel to advise us. - James Carman - I talked to Jim at ApacheCon. I don't think that legal will be a problem. I have a demo that people can play with and contribute to: https://whimsy.apache.org/test/icla/ - Sam Ruby
New contract for auditing services looks like it will come in around $13,000. The budget estimate was $10,000. When the contract comes in it will be distributed for review and approval.
AI: Craig add Melissa Warnkin to firstname.lastname@example.org
Should the board meet face-to-face more than once per year? Consensus is that once is fine, but it should be soon after the election of the new board. When should the board meet? Most Apache board members attend OSCON so that would seem to be a good venue for a face-to-face. But OSCON is in July so it is problematic to have an election after May and expect newly elected board members to schedule a trip to Portland early in July. The decision was taken to move up the election in 2012 to May in order to allow proper planning for a face to face for the new board coincident with OSCON, currently scheduled for July 16, 2012.
Google has asked for some information on the Oracle lawsuit, without going through the exercise of serving Apache with a subpoena. Board consensus is that we should give Google whatever we have already given Oracle. No need for formal process.
A. Executive session (Doug)
* OSUOSL+others thank yous. We want to thank OSUOSL with a donation "in kind" of a refrigerator packed with potables of an intoxicating nature. We should be sure to invite jerenkrantz to participate in this action.
A. Discuss EA budget. [Jim] An RFP was issued with multiple responses. The major issue is whether there is money in the budget to pay for the position. The board agreed that the budget needs a mid-year update anyway, and gave the go-ahead for Jim to follow up with the best candidate. AI Jim: work on the mid-year budget update and follow up with the EA candidate. B. Discuss one-year extension of ApacheCon contract [Noirin] There was no consensus that we can get the kind of ApacheCon that we want without making major changes to the contract. AI Noirin: arrange a face to face meeting with Stone Circle at ApacheCon next month. C. Schedule a board meeting at ApacheCon. [Doug] AI Doug: Just Do It.
The future of ApacheCon: It is generally agreed that Apache as a public charity needs to justify expenditures and activities consistent with its charter to provide software to the public at no charge. Activities in direct support of this charter include recruiting new projects, recruiting new committers to projects, and education of the public as to how to use the projects. With that in mind, it's hard to justify big, expensive conferences in big, expensive hotels. It's easy to justify small, inexpensive conferences such as barcamps, retreats, etc. But it's difficult to find people willing to do the local coordination (venue planning). Apache does and should continue to work with local coordinators, including corporate planners, to put on local events. Just for example, it would be fine to have an ApacheCon-style event that cost $400 per head for 1200 people, but not $1200 per head for 400 people. And it's probably worthwhile for outreach for Apache to spend $50 per head to reach people who might not come to a big conference. It's also good to target specific (underrepresented) demographics when deciding whether to support an event. And it's not good for Apache to take on the risk of failed conferences since that could put a big bite on our finances. So let's turn the problem around, and solicit proposals from people who want to run events with the right target demographic, with the right cost per person, and the right event organizers. These events will earn the Apache branding rights. Sponsorships: It would be good to have a goal of having smaller contributions, and many more of them. Are there things that we can offer the community, like logos for individual business cards, individual web pages? Honorifics like "founder", "contributor" that can be applied to individuals and corporations? The state of the financial books: Jim intends to have an internal audit of the books this year. He will work with Geir to accomplish this goal.
A. Place holder for Santuario resolution No action taken.
Sander to put out an RFP for $25-30K part/time.
Does the board wish to address the vacancy in the VP, PRC? The consensus is that this is something the PRC needs to handle. Jim indicated that he is still active and providing oversight. Roy suggests changing this to a president's committee. Greg believes that it is important that the PRC remains a board committee to make it obvious that the PRC has oversight. Roy notes that infrastructure has authority. Upon further discussion, Greg agreed with Roy; Roy indicated that he can review this with Larry after the meeting. Justin notes that president committees are not set by board resolutions, they are created and destroyed by the president at will. In the process, it was noted that the TAC does not need to be a board committee. Sam expressed no opinion as to whether Legal Affairs should be a board committee or a presidents committee. Justin reiterated that infrastructure has had no issues with perception of authority.
A. Change of HTTP Server PMC Chair WHEREAS, the Board of Directors heretofore appointed Roy T. Fielding to the office of Vice President, Apache HTTP Server, and WHEREAS, the Board of Directors is in receipt of the resignation of Roy T. Fielding from the office of Vice President, Apache HTTP Server, and WHEREAS, the Project Management Committee of the Apache HTTP Server project has chosen by vote to recommend William Rowe Jr. as the successor to the post; NOW, THEREFORE, BE IT RESOLVED, that Roy T. Fielding is relieved and discharged from the duties and responsibilities of the office of Vice President, Apache HTTP Server, and BE IT FURTHER RESOLVED, that William Rowe Jr. be and hereby is appointed to the office of Vice President, Apache HTTP Server, to serve in accordance with and subject to the direction of the Board of Directors and the Bylaws of the Foundation until death, resignation, retirement, removal or disqualification, or until a successor is appointed. New Business item 11A, Change of HTTP Server PMC Chair, was approved by Unanimous Vote of the directors present.
Chair officially tasks Bill Rowe with the task of creating a budget, and is open to the idea of creating a Finance committee in the future.
* QPid wants to buy the SPECjms SPEC kit for benchmarking their implementation. According to a mail to the board list, this would be $450 for a non-profit organization. Can we do this, do we do this, if yes, how do we do this? Geir to work with QPid on rationale and licensing * The issue surrounding the purchase of the TREC Terabyte Collection and a possible restriction to just one PMC, even though it has been licensed to the ASF. Quote from "Iadh Ounis": > The licenses are not site-wide. It is only for a homnegeneous > unit such as a research group with a department. For example, > it is not uncommon to have university X having a Department of > computer science with more than one license, for a given test > collection - eg an IR research group and a ML research > group. In your case, you should license for the Lucene > top-level project at most. In terms of the contract, the > "organisation" is the research group (Lucene project), the > legal entity is in your case, ASF. Discussed creating a new committee for TREC Terabyte Collection users. Likely interest from Lucene, UIMA, probably Hama, potentially Hadoop and Jackrabbit. Jim to follow up with Grant Ingersoll
Justin brought up the subject of the board sponsoring the hackathon. The general consensus was that it was too late in the game for the AC EU 2007 conference, but, if in a similar situation for the AC US 2007 show, it should be considered and discussed.
A. Someone has suggested, very cautiously and with great sensitivity, the possibility of arranging freelance contracts for Apache people, potentially with a percentage of the contract being donated to the ASF. How would we feel about this sort of thing? Discussion: The actual "mechanics" of such a thing were discussed, and the board wondered why it was even required. It was noted that we already had processes in place for such a "job announcement" capability. It was agreed that this could be more visible and well-noted on the website.
Sander reported that he had received a proposal for secretarial support services, for things such as FAX acceptance and scanning and sending out the required IRS Thank You notes. The cost was $1000 euros per month (a 3 month term is required). Jim was to obtain other proposals for comparison purposes.
Ken took the opportunity to report to the board an early and preliminary assessment of ApacheCon US 2005. Ken reported that there was no real bad reports regarding the show, and that attendees and especially speakers and sponsors were very happy with how the show was managed. The show appears to have been in the black 6 weeks before the start of the show. It is expected that FCP will be doing next year's US ApacheCon, and there was some preliminary discussion in having an ApacheCon Sri Lanka.
Request was made for $1200 for press releases, Justin is OKed for $1500
Jim has an application for D&O Insurance that needs to be signed by either Greg or Sander. Jim was to send to Greg, who would sign and then return to Jim via the new ASF FedEx account. It was noted that this was simply an application, to obtain pricing. Jim is still negotiating with other insurance brokers as well.
No New Business.
There was a long discussion regarding (or re-regarding) the topic of the ASF obtaining an Executive Director. There were 3 main opinions: (1) That the ASF requires a "true" Executive Director (ED) with position, title and "power" normally associated with such; (2) That the ASF requires an Administrative Assisstant (AA), to help with such items as Fund Raising, etc; (3) That the ASF is doing fine as it is. The main voiced concern regarding an ED is that it would be unprecedented for any single individual within the ASF to be so publically known as "Mr./Ms. ASF." The ASF has historically actively avoided any single person being uniquely so distinguished or acknowledged. There is the concern on how this would affect the developer and user community. The main voiced concern regarding an AA is that the person would lack any real power or authority with which to do their job. One topic in the discussion which seemed to strike a chord with most directors is the need for someone who has the time and bandwidth to "stay on the ball" regarding issues. Other than that, there was no real consensus within the board, being split maybe 3-3-1 over the 3 opinions.
A. OASIS response There was discussion whether the ASF should develop or otherwise contribute to the development of code which implements protocols or standards that are, or may be, patent encumbered. It was generally agreed that such encumbrances go against some basic foundations of the ASF, which is to foster open standards. Dirk was tasked with sending out an Email to all projects asking them to check the standards and protocols they are implementing for possible conflicts. B. Google grant program Greg reported the Google Grant program is still progressing and that Google is "OK" with our list of limitations which we feel we can comfortably abide by.
No new business.
It was asked whether the ASF had a corporate seal. Jim reported that he had obtained one when the ASF was initially incorporated in 1999 and has it. There was some discussion regarding the continued way that JBoss is referring to Tomcat. For example, they are not referring to it as Apache Tomcat. Also, in their descriptions they are creating the mistaken impression that they "control" or "direct" Apache Tomcat development. Geir volunteered to contact them regarding our concerns.
It was agreed by general consent to give a budget of US$100 a month to the Secretary for general office supplies.
Discussion of implications of Sarbanes-Oxley Act on ASF financial structure and responsibilities Chuck reported that this act could have substantial effect on the current running of the ASF regarding fundraising and accounting. Chuck noted that having an independent audit of the ASF books would be in keeping with the act. He also noted that having the ASF Treasurer also act on the fund- raising team should be discouraged. Greg said that he would look into some people to do the independent audit.
It was noted that Dirk will follow up on the HP Apache trademark usage. It appears that HP is incorrectly using the Apache mark. OSI was sent a copy of Al 2.0 and recommended that it be formally approved. Ken noted that he is working on the trademarking issue for the feather and other ASF marks.
No new business.
No new business.
Geir brought up the topic of Geronimo and the "code similarity" letter from JBoss's lawyers. He indicated that the PMC is preparing responses to the exhibits mentioned. He asked if the ASF will want to do a letter back to JBoss's lawyers and asked the next steps. It was agreed that we should continue generating the responses, with help from Geronimo contributers, at which point these will be reviewed by the ASF lawyers. Geir indicated some TCK issues. He noted that the ASF will get a side letter to approve distribution and asked if he could sign the TCK agreement? Greg moved that Geir Magnusson Jr. be named VP, Java Community Process of the Apache Software Foundation (a more proper proposal text will be formulated later). This was agreed upon by unanimous vote. Board acknowledged that Ken added Rich Bowen, Shane Curcuru, and Cliff Skolnick to the Apachecon committee.
The main topic of discussion was regarding general CLA issues. Guest Jennifer Machovec provided 2 proposed CLAs (see exhibit B and C), one for corporate clients and the other for individuals. The concept is that the company would provide to the ASF a full and complete list if all employees so authorized to provide IP to the ASF. The CLA would be the legal entity which states that any IP from anyone on that list is so contributed. It was noted that this would increase the amount of paperwork involved, as well as requiring ASF contributors to more formally inform the ASF of changes to their employment. There was also discussion on the requirement of an actual signed copy, rather than accepting a FAXed or other electronically verified copy.
A. Discussion of consistent PMC policies. It was the general consensus that such a list of consistent PMC policies would be beneficial, but that such a list should be quite small; only the bare minimum required. B. Discussion about ApacheCon 2002 and 2003. It was discussed that, as of this date, several AC2002 speaker had still not gotten paid. This is having a somewhat chilling effect on obtaining speakers and exhibitors for AC2003. C. Discussion on ASF obtaining their own phone/web conferencing account. Jim noted that he has been investgating obtaining a phone/web conferencing system for the ASF. This is for not only board meetings but also to help with internal PMC discussions as well (which would be beneficial at times). Currently we are using donated services, but it might be a Good Idea for the ASF to obtain this for themselves. This was not considered a high priority item. D. Discussion on whether and when to hold a (Special) Members Meeting at ApacheCon 2003 in Vegas. It was decided that the ASF would indeed hold such a meeting to coincide with AC2003. Time and Location would be arranged with Planners via Jim. E. Discussion about Incubation procedures and projects. Is there anything the Board can do or recommend to assist? And/or do we feel the Incubator is moving forward properly? It was noted that the "energy level" within Incubator was low. An example was the fact that the Incubator PMC chair had requested to step down and getting the PMC members to take time to vote for a replacement was difficult. There was still discussion on whether the Incubator was even "needed", but the general consensus was that it most definately filled a need.
It was desired that the Conferences Committee chair be empowered to change the composition of the committee without requiring ratification by the board. Jim noted that the Conferences Committee was actually a PMC and not a Board Committee, so the chair already has this capability. There was discussion regarding the chair postion for the Apache Incubator and the Apache Commons projects. Both current chairs (Jim and Ken, respectively) have offered to step down. Despite suggested replacements, interest in each project to select/elect new chairs was minimal at best. It was noted that it was requested within the Incubator project that Jim stay on "for a bit" while the level of activity within the Incubator was still high. It was decided that maybe it was time anyway. Both Jim and Ken were to try to reboot the "new chair" efforts in their respective projects.
A. Credit card to associate with PayPal. It was noted that having a credit card associated with our PayPal account results in better rates for us. The ASF does not have such a card, however. Chuck was tasked with determining the best course of action to resolve this, whether it means using a "personal" card for the association or whether the ASF can and should obtain such a card. It was noted that having one would be quite beneficial.
A. OpenORB and Intalio. There was discussion regarding liability concerns regarding Intalio and the OpenORB codebase. Concepts such as a "click through" license were discussed, but with no significant result. Jim reported that the following OpenORB committers have signed CLAs on file: Stephen McConnell Jesper Pedersen J. Scott Evans Michael Rumpf Shawn Boyce Gary Shea Lars Kühne Polar Humenn B. New fax machine for Jim. The board approved a budget not-to-exceed $300 to Jim to purchase a new FAX machine. C. Colocation. It was reported that the ASF had finalized a new colocation agreement with United Layer. The ASF has a full rack and a great bandwidth allocation for $1500/month. D. Security Lists. There was discussion regarding the security lists in place for the various ASF projects. The main concerns were the large number of subscribers to those lists as well as the potential for leaks and premature vendor "leaks". BenL indicated that he would work on helping all the lists alleviate these concerns.
A. 3Genius query. See email@example.com, message-ID <3E75E31D.8050806@Apache.Org> <<need to determine exactly how to word this>> B. The Maven proposal, as presented during the supplimental meeting on February 26, 2003, was recorded as approved.
A. Migration of XML Security back to XML PMC WHEREAS, the XML Security sub-project has requested to remain within the purview of the XML Project Management Committee (PMC) rather than the Web Services PMC, as assigned on 22 Jan 2003. NOW, THEREFORE, BE IT RESOLVED, that all responsibility pertaining to the XML Security sub-project be and hereby is encumbered upon the XML PMC; and be it further RESOLVED, that all responsibility pertaining to the XML Security sub-project encumbered upon the Web Services PMC be hereafter discharged. This resolution passed by unamimous consent of the directors present.
Empower PMC chairs to change the membership of their PMCs without requiring ratification by the board. This changes a previous resolution which specifically defined which PMCs had this power and authority. The new resolution is crafted to allow any and all ASF PMCs. The following resolution [R1] is proposed: WHEREAS, the Board of Directors deems it to be in the best interests of the Foundation and consistent with the Foundation's purpose to delegate the ability to appoint the membership of Project Management Committees to the officers of the corporation given charge of them, NOW, THEREFORE, BE IT RESOLVED, that the Vice President positions charged with the management of each of the Project Management Committees of the Apache Software Foundation are hereby assigned the further authority to and responsibility of appointing the membership of their respective Project Management Committees, which will be effective 72 hours after a Director of the Board acknowledges receipt of a notification from the Vice President to the Board specifying the change in membership of the committee. By unanimous vote, Resolution R1 was passed. Sam noted that a potential new project, focusing on "Web Services" might be proposed in the near future. Roy expressed some concern over use of the marketing phrase "Web Services" as a project name, since most ASF projects, including HTTPD, would be in that scope.
The following proposal was offered by the Jakarta PMC Chair: Pending further investigation, that commit priv's, ASF wide, for Peter Donald be placed on suspension for a period of up to 90 days at the request of the Jakarta PMC Chair. By Unanimous Vote, the proposal was Approved. Sam has been tasked, as ASF Director, to contact Peter Donald and all affected PMCs, regarding this item.
A) discussion about a Code Donation committee. This was tabled. B) There was discussion regarding whether it was useful that Concom have the means and authority to provide supplemental funds to ASF members for the purpose of attending ApacheCon if they were unable to afford the expense. The general consent was that such authority was beneficial.
Brian proposed that the board to approve a budget for the purchase of a disk array to increase capacity for the collabnet-hosted apache.org machines. The purpose would be to provide additional storage and to serve as a backup solution as an alternative to a tape drive solution. The board voted unanimously to approve a budget, not to exceed $8000, for such a purchase.
There was no new business.
Sam Ruby reported that the Jakarta PMC Chair election is due soon. Sam also reported that the Jakarta PMC will also hold a renewal of all members in the PMC. Roy reported his intent to have each ASF project submit status updates to the board at the monthly board meetings, on an ongoing rotating basis.
There was no New Business.
None announced or discussed.
It was approved by consent that Sally Khudairi has been selected as the ASF Public Relations contact. Her membership in the ASF will be re-discussed at a later time.
A. Discussion of suitability and next steps with proposed "License 1.2". There was extensive discussion regarding the proposed "License 1.2" designed to specifically address the misconception that the Apache License is incompatible with the GPL. Some points raised were: 1. We should not adjust our License to work around the deficiencies of other licenses. 2. The general consensus is that there is no conflict. 3. That up to now, the ASF has been silent on this issue, which has allowed for more vocal "opinions" to sway people. It is most likely in the ASF's best interest, as well as the board's obligation, to become an educational resource to the public regarding some basic facts about our License. It was agreed that the Licensing subproject would seriously discuss and work these concerns.
There was no new business.
A Round-table discussion was held on 2 topics: A. Scheduled Board Meetings It was agreed that a Board Meeting would be held on the 3rd Wednesday of every month at 9:00am Pacific Time. It is anticipated that by having monthly meeting they will be short and concise. These could be supplimented by the use of irc. Jim was to determine the feasibility of procuring telecon services under the ASF directly, instead of using telecon services provided on the ASF's behalf. B. Webmaster Employee for ASF It was agreed that it made sense for the ASF to look into hiring support to serve as a "webmaster" for the ASF sites. Brian was to generate a Job Description for such a position to be reviewed and possibly voted for at the next board meeting.
A. Authorization to enable donation of funds by credit card The Treasurer requested that the board provide specific authorization to enable the donation of funds by credit card. The following resolution was approved by unanimous vote of the directors present (Brian, Ken, Roy, Ben, Rasmus, Doug, Dirk): WHEREAS, it is in the interests of the Foundation to encourage donations from as many sources as possible; and further WHEREAS, being able to accept major credit cards is considered important. NOW, THEREFORE, BE IT RESOLVED, that the Treasurer is tasked on behalf of the Foundation to pursue and take those actions needed to allow the Foundation to accept donations by major credit cards.