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                     The Apache Software Foundation

                   Board of Directors Meeting Minutes

                              18 July 2001


1. Call to order

    The meeting was scheduled for 10:00am PDT -0700 and to held by
    teleconference hosted by Covalent. Also, the #apacheboard channel at
    irc.openprojects.net is to be used for unofficial chatter and
    wordsmithing.

    A quorum was recognized at 10:15 and the meeting was called to order.

2. Roll Call

    Directors Present at Roll Call:
        Brian Behlendorf
        Ken Coar
        Roy T. Fielding
        Jim Jagielski
        Ben Laurie
        Bill Stoddard
        Randy Terbush

    Directors Present Post-Roll Call:
        Dirk-Willem van Gulik (10:17)

    Directors Absent:
        Greg Stein
        Bill Stoddard

    Guests:
        There were no guests

3. Minutes from the meetings of 21 Mar 2001 and 18 Apr 2001

    See board_minutes_2001_03_21.txt and board_minutes_2001_04_18.txt
    in cvs.apache.org:/home/cvs board.

    Minutes were not approved at this meeting
 
4. Officer Reports

    A. Chairman  [Roy]
       Roy reported on the new CVS repository 'board'. His expectation
       is that it be used as a "scratch space" for board related items,
       that don't entail significant amounts of email. The STATUS file
       will be kept up to date, and all board members are urged to use
       the repository and STATUS file as needed.

    B. President  [Brian]
       Brian reported on the changeover of CVS to the new server and the
       performance increases due to the change. Some discussion was held
       on other possible infrastructure improvements, such as possibly
       putting email on it's own dedicated server.

    C. Treasurer  [Randy]
       Randy had nothing new to report.

    D. Exec. V.P. and Secretary [Jim]
       Jim had nothing new to report.

5. Committee Reports

    A. Conference Planning [Ken]
       Ken reported on the problems with Camelot Communications,
       and their declaration of bankruptcy. Because of this, as of
       July 13, 2001, ApacheCon Europe 2001 was cancelled.

6. Special Orders

    A) ApacheCon contract issues
       Various issues regarding the Camelot insolvency were discussed. These
       include:

       1) Camelot will not be able to continue with the management of the
          Dublin conference due to events not under our control.  Ken has
          received the signed addendum that mutually terminates the
          contract with Camelot for future Apache conferences. As stated,
          this was effective July 21, 2001.

       2) The Dublin conference was cancelled.

       3) At least one speaker was not reimbursed by Camelot for their
          expenses at ApacheCon 2001 in Santa Clara. It was discussed that
          the ASF should investigate "buying" or "assuming" speaker debt
          and then interface directly with Camelot, its assigns or legal
          representatives to recover that debt. This would help recover
          some of the damage to the ASF perception. The board decided to
          investigate the allocation of $10,000 (US) for this purpose of
          debt assumption and reimbursement. If speakers "donate" all or
          a portion of their debt to the ASF, this will be noted as a
          "contribution" to the ASF.

       4) The ASF was not paid our portion of the ApacheCon 2001 profits. The
          ASF will contact Camelot directly to determine the amount owed.

    B) Election of Chairman

       Roy T. Fielding has been nominated for chairman and seeks
       reelection to the position by the new board. A vote to reelect
       Roy to the position was held. The votes cast were:
         Yea: Brian, Ken, Dirk, Jim, Ben, Randy
         Abstain: Roy
         Nay: none

       Thus, by a vote of 6 for, none against, and 1 abstention, Roy has
       been reelected as Chairman of the ASF.

    C) Appoint Ted Leung to V.P., Apache XML

       The following resolution is proposed:

          WHEREAS, the membership of the Apache XML Project Management
          Committee (PMC) have nominated Ted Leung to serve as chairman
          of the Apache XML PMC; and

          WHEREAS, the previously appointed chairman of the Apache XML PMC,
          Dirk-Willem van Gulik, has resigned his position as Vice President,
          Apache XML, in favor of Ted Leung's appointment to that position.

          NOW, THEREFORE, BE IT RESOLVED, that Ted Leung be and hereby is
          appointed to the office of Vice President, Apache XML,
          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.

       By unanimous vote, the resolution passes and Ted Leung is appointed
       as V.P., Apache XML.
       
    D) Appoint someone to replace Randy Terbush on Conference Planning.
       With the resignation of Randy from the Conference Planning committee,
       Rasmus Lerdorf and Dirk-Willem van Gulik have been proposed as
       replacements. Dirk has stepped down from this nomination.

       The following resolution is proposed:

          WHEREAS, Randy Terbush has resigned from the Conference Planning
          Committee.

          NOW, THEREFORE, BE IT RESOLVED, that Rasmus Lerdorf be and hereby
          is appointed as a member of the Conference Planning Committee.

       By unanimous vote, Rasmus Lerdorf has been appointed member of the
       Conference Planning Committee.

    E) Request for use of the ASF Feather in official merchandise

       Patryk Zadarnowski has created a jewelry and sticker version of the
       feather that he would like to sell, with our permission, in exchange
       for 20% of all profits being donated to the ASF.  He also expects
       a link from our site. After discussion, it was agreed that the ASF
       would provide permission for Patryk Zadarnowski to use the feather
       and promote it as "used with the permission of the ASF" or similar
       language. Any language that states or implies that it is the "official"
       item of the ASF is specifically denied. It was also agreed that a new
       link on the ASF site, noted as "Apache Gear" would be created to provide
       for links and information for all the various Apache related merchandise
       available.

    F) NT Services project

       Luke and Sander want to start a set of projects to replicate the NT
       network environment based on reverse-engineering the protocols.  Luke
       has apparently done this before, but that doesn't necessarily mean
       that it is a good idea to do it as Apache. Since the ASF is in place
       to embrace and protect open standards and protocols, it was decided
       that this project was not a good fit for the ASF.

       Also discussed was consideration of a project to support the
       ex-OSF DCE/RPC implementation, with the idea being that the ASF get
       support for it from The Open Group (owners of the current reference
       library). This was agreed to be investigated with a report to the board
       due within the next 2 meetings.
       

    G) ASF virtual office

       Roy wants to be able to distribute access to the ASF corporate records
       and business accounts, including basic things like a shipping account
       and a teleconferencing account.  We need to have a low-barrier access
       to setting up organizational meetings, whether that be in the form of
       on-line access to the office or designating a specific office person
       who will be responsible for setting these things up for us [responsible
       as in they can place orders and coordinate minor things without having
       to jump through hoops]. 

       Possible solutions:

         - allow one of our companies to host the ASF office and identify a
           person (part-time) who will be responsible to take care of the
           organizational requests on short-order

         - contract an outside service to provide a virtual office
           Duncan mentioned <http://www.oraclesmallbusiness.com/>, so maybe
           we can get Oracle to donate something?

       Due to time constraints, it was agreed that this would be discussed
       on the board mailing list. However, all agreed for the need for something
       to enhance, supplement or replace our current situation.

7. Unfinished Business

    A. Amending the bylaws to prevent a situation where more than half
       of the board of directors consisted of employees/owners of the
       same company. This was tabled due to time constraints.

    B. ASF License. It was agreed that the Licensing List has been
       relatively quiet lately. Ken has agreed to "reboot" the list
       and re-submit the charter to the list as well. Brian will
       continue his "personal" discussions with RMS regarding licensing
       issues as well, with respect to the GPL.

8. New Business
    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.

9. Announcements
    Ken announced that an RFP for a new conference company, to replace
    Camelot, has been created and sent out.

10. Adjournment

    Adjourned at 11:39pm PDT -0700.

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