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Board of Directors Special Meeting Minutes
April 28, 2009
1. Call to order
The meeting was scheduled for 10:00am (Pacific) and began at
10:02 when a sufficient attendance to constitute a
quorum was recognized by the chairman. The meeting was held
via teleconference, hosted by Jim Jagielski and Springsource.
IRC #asfboard on irc.freenode.net was used for backup
purposes and to augment minute taking.
2. Roll Call
Directors Present:
Bertrand Delacretaz
Justin Erenkrantz
J Aaron Farr
Jim Jagielski
Geir Magnusson Jr
William Rowe Jr
Sam Ruby
Henning Schmiedehausen
Greg Stein
Directors Absent:
none
Guests:
Shane Curcuru
Paul Querna
Brett Porter
Sander Striker
Gavin McDonald
Sally Khudairi
3. Open Budget Discussion, Chaired by Jim
=== Infrastructure ===
jim: is there any discussion on infrastructure $157K and change?
geir: you are going through the budget in subversion?
***curcuru notes Jim is using this to review:
https://svn.apache.org/repos/private/foundation/Finances/2009-budget.txt
jim: handling infra 1st
henning: we are paying traci about 6k a year, are we still considering
moving this?
paul: we still have power restrictions, and still some issue of space
henning: we will keep it for this year, and will reevaluate when necessary?
paul: yes
jim: any other questions?
jim: new item in there $30K for part time sysadmin
geir: if you can get one that cheap, more power to you
jim: it sounds like there is consensus on infrastructure
justin: (note that pgollucci said on members@ he might be avail for
10hrs/wk.)
aaron: justin: we seemed to have a lot more of hardware expenses last
year. Is $40k really enough?
aaron: jim: yes
justin: aaron: ask pquerna, but i think for this year, we don't need a
lot of new equip. in years upcoming, may need more
aaron: most of our equipment was bought in 2007, I expect our 2010 budget
will include a slightly higher request for replacement hardware
pquerna: we are only replacing a couple boxes this year
pquerna: our buying cycles for hardware are not completely.. even. most hw
has a 3-4 year cycle for replacment (depending on what it is)
=== Travel Assistance ===
jim: TA has requested $40K
jim: any discussion?
aaron: I think it is a bit of a large number...
bill: it is representative of what we actually used in Europe, it would
represent year/year growth in the US
bill: 20K is what we cut Europe to (from about twice that)
bill: reflects the attendance of about ten
geir: I was just trying to get a sense of year over year growth
jim: the $40K is a pretty good size number, but not out of the ordinary...
geir: the TA is discretionary...
jim: that's right
jim: we can allocate it in the budget and revisit as sponsors come in (or
not)
bill: we won't even open this until 2 months before the conference.
jim: we don't seem to have any more discussion...
sam: did we cover aaron's concern?
aaron: bill covered it
aaron: we should put money towards this, and I'd feel better about it if
ACon changed a bit.
jim: any other questions or discussion?
=== Legal ===
jim: next is legal... any questions?
bill: I'm a bit concerned that it is low...
sam: so far we have only spent hundreds, and we have budgeted thousands....
and this isn't a budget buster in any case....
=== Board ===
jim: next is board discretionary of $5K, any discussion?
jim: ... I'll take that as a no.
=== Banking Fees ===
jim: next is banking fees, I don't think there is any wiggle room in
there.... any discussion?
geir: we can take out the "need to be reviewed"
jim: OK
aaron: we have some very small fees that may not be necessary
jim: is that allocated under treasury services?
aaron: no
aaron: treasury services is for office support or for online quickbook...
anybody have a different understanding....
henning: what are the monthy fees of $1K
geir: that's the banking fee for the review checking acct
greg: geir: $1000/month *IS* a lot of money
justin: $1000/yr, not mo =)
greg: ah
greg: still a lot. $80/month
justin: the structure of our acct is that fees are offset by our balances
aaron: greg: I think that's mostly due to multiple people having online QB
access. I think that's $15 a month for each person.
henning: thanks
jim: fees are reasonable, and geir will continue to look at, and the board
is comfortable with the line item.
henning: the fees mostly eat up our interest.
=== Treasury and Accounting Services ===
jim: next is treasury and accting services line item
henning: what are the online fees?
aaron: online quickbooks
aaron: when we do that, we may be able to reduce other fees
justin: what do you mean "offset by our balances" ?
jim: the amount allocated to treasury fees are reasonable to the board
justin: greg: our account is an 'analyzed' account (std. for
corporations). so, we get a credit for fees based on our balances
aaron: greg: we should get lower fees based on our account balances.
justin: sam has the statements which have breakdown of the fees
=== Licensing and Insurance ===
jim: next up: licensing and insurance... any questions?
bill: do we have any use for misc insurance?
geir: what is misc insurance?
bill: rounding
greg: put a name on it, rather than "misc"
justin: as we add more services, we may need a buffer for more needs
geir: perfectly reasonable
greg: is it hardware insurance? D&O?
jim: looks like about $3K over and above D&O
aaron: would we hire the EA as employee? Might need more insurance then.
justin: aaron: my expectation is we continue hiring indep. contractors,
imo
jim: the board is OK with $5K for insurance
bertrand: greg: agree for a better name than "misc"
greg: aaron: yah. contractors. employees has tax and health and whatnot
concerns...
aaron: justin: that will only work as long as they are truly independent
in how they do their job.
greg: bertrand: additional D&O insurance?
- "reserve for additional insurance" maybe
bertrand: greg: it's not necessarily D&O, could be employeers/whatever
=== Shipping ===
jim: next is shipping about $500, any concerns
jim: ... I'll take that as a no
=== Fundraising, Administrative, and Publicity ===
jim: next up: fundraising, administrative, and publicity, anybody have
a preference on the order?
geir: we've spent 177k already
justin: fundraising first..
=== Fundraising ===
jim: first up... $30K for a sponsorship director
jim: any discussion?
[silence]
greg: jim: call on somebody :-)
aaron: it is clear that we need to have somebody have responsibility for
sponsorship
geir: I agree that we need a human being, the question is whether we need
a paid person...
jim: first we need to decide if there is a person dedicated to it...
greg: seems silly to *spend* $30k to *raise* money
***curcuru wonders too: do we need a specific commission-paid person, who
presumably will go out and get more sponsors? Or do we just need someone
to be responsible/tasked with basic billing and communications.
geir: I don't think it should be all that we do, and contractually Sally
does this
justin: not true
aaron: agrees with justin
geir: where is the contract?
justin: in subversion
***sam has never seen the contract in subversion
bill: sally is clearly doing more than what we are contracting for
geir: I called sally this morning
geir: I got the sense from her that she's capable of doing it, and wants to
do it, but...
***curcuru recalls seeing a contract to review long ago; but thought it
was in the private-private part of SVN (hence, I can't see)
***bertrand sees a HALO contract attached to "Contract for HALO renewal"
thread on prc@, 9/29/08
aaron: poor sally
sam: geir: the conflict of ACon vs ASF sponsorship, and the discussion of
hiring has stopped her...
wrowe: See https://svn.apache.org/repos/private/documents/contracts/
jim: I also talked to Sally and told her not to wait
wrowe: as a general category of contracts
geir: [clarifies that jim said NOT wait]
wrowe: now Halo appears to not be there
aaron: I don't think we can underestimate the issue with ACon.
aaron: I don't think we can keep both viable...
geir: can new sponsors target some funds towards the conference?
aaron: it is a bit of a Gordian knot....
aaron: it will change how we deal with our conference contractor
geir: I agree that it is hard
geir: I don't understand how the sponsorship director solves that
aaron: we can't solve the issue in isolation
aaron: the issues are connected...
geir: I agree, Sam brought this up over a week ago
geir: wrowe: no contract for HALO in there as I can see
justin: Jim and I asked Sally to help, and Sally has been helping out for a
bit, but I don't think that Sally will have the time to do the publicity
and the sponsorships
***bertrand forwarded the 2008/09 contract to board-private, not sure if
it's the one that was signed
jim: if you compare sponsorship to the work for marketing and PR, it is
clear that marketing and PR has suffered given her work on sponsorship
geir: I wasn't aware re how much time she spent in sponsorship
jim: one of the persons we have been thinking about has an existing
relationship with the sponsors
geir: she works for someone who we are competing for sponsorships
justin: I echo aaron's point that we shouldn't be competing.
aaron: my position is that we need a person with clear ownership and time
and cycles
greg: I might be happy to handle sponsorships
***sam +1 go greg
***curcuru while I agree this is a complex question, and that personal
relationships for sponsorships are key, it still feels funny to have a
potential) plan based on a specific person (re: Delia). (Not that she
doesn't appear to be good...)
greg: don't really have anything besides Director on my hat
aaron: I'm concerned about mixing
bertrand: greg: +1 go for it!
geir: we have hats?
geir: oh! +1!
geir: greg's unemployed....
aaron: I'm concerned about bringing on another person
[overtalk]
henning_asf: I very much agree with aaron on what he said.
jim: we have $30K allocated to this task... would people feel differently
if we added that money to HALO instead?
greg: jim: it's the money, for me
bertrand: for me it is the money... $90K is a bit much
greg: I don't mind paying HALO whatever is appropriate for the work they
do. but *paying* money to *raise* money seems a bit obscene.
henning: amounts to 6%... what additional value will we get for $30K
greg: do we then start paying $100k to raise $1 million? are we a
money-raising machine?
geir: remember, once sally gets the check from chris, 300k of the 500k is
in the bag
jim: sponsorship is not something that HALO is contracted to do
jim: $60K is completely separate from sponsorship
***sam not according to the contract I read
jim: I'm concerned that we are talking about 90K when 60K is pure marketing
geir: I see sponsorship responsibilities in the contract
jim: I'll take a look at the contract
justin: I don't think we elected to do it
geir: one issue is the amount of dollars that I thought Sally is already
contractually required to do, two: the conflict of interest, and three: I
think it should be a foundation member
geir: Ideally, the chair and president, but .... Sally is at a member who
is directly involved in the foundation's life.
greg: I was just saying that *paying* to raise money is weird
bertrand: greg: and you *did* volunteer to manage sponsors, not?
aaron: re: conflict of interest.... I agree
***curcuru wonders if part of the key issue is: someone to organize
existing sponsor relations Vs. someone to actively find more also (the
second role probably requires paying; the first might not with the
right member volunteer to really step up)
greg: bertrand: I said that it sounds kinda interesting and that I may
have the time for to be a "handler" for our sponsors
geir: either way, we are going to have to fund-raise.
justin: the chair and president don't have the time to follow up
greg: I would only be a handler. not a seeker.
bertrand: greg: ok got it
greg: (per curcuru's point)
justin: we need somebody who seeks new sponsors
greg: bertrand: but I'd want to ponder on that. whether I *do* have the
right time to do it right
greg: justin: I think it is crass to pay someone to seek out money
geir: +1 to diversity
greg: commission? ugh
bill: understand that this percentage is half of what we pay for ACon
fundraising
greg: are we going to do a telethon? hire Jerry Lewis and go on television?
geir: greg: I don't want to pay either, but it's not uncommon for
professional fundraisers
greg: geir: "professionsal" is the problem
justin: greg: i don't see any volunteer being proactive. i think
that's important.
jim: yes, the HALO contract does mention sponsor and sponsorship....
geir: right - and I believe that we can continue to do it w/ some
organizational/process support
jim: sponsorship seems to be 10% vs marketing at about 90%
greg: we've lost plenty of sponsorship money by not having someone
dedicated to this, though. So the position could easily pay for itself.
jim: if we wanted to adjust, we need to revisit the contract...
geir: we've lost plenty of money by forgetting to invoice
bertrand: aaron: money was lost because we didn't have a "handler", but
sponsors have been found
greg: justin: I think the "idea" of a sponsor handler has not been
clear. obviously. is it Jim? Sally? Treasurer? Justin?
bertrand: and greg seems to say he'd be happy to be "handler"
greg: over the past two weeks, we've unequivocally demonstrated that even
*we* don't know who is responsible,
geir: and I'll support greg's paperwork needs
greg: let alone somebody jumping in to volunteer/proactive for it
***bertrand elects greg as sponsorship manager ;-)
***aaron seconds bertrand's motion
***curcuru notes some of the sponsorship tracking really isn't that hard
once it gets started. I'd like to help too, perhaps in exchange of some
of my concom volunteering
sam: perhaps we all should ponder greg's suggestion, but not hold up the
meeting as it is unlikely that any of us have had the time to consider it
properly
greg: sam: right
bertrand: greg: you'd need to change your twitter profile picture though
jim: would greg want to do this out of his own pocket?
greg: jim: heh
greg: bertrand: I changed it recently
geir: I've been doing it for years
justin: I don't like having our officers spending their own money
greg: geir: we didn't ask you to
geir: and I don't want reimbursement
greg: there is volunteering, and then being appointed to do something with
an out-of-pocket expectation.
geir: (all I'm saying is that if someone wants to, good for them)
jim: once again mentions that we are looking for someone to get new
sponsors.
greg: jim: I am thinking "being a handler" might be good. not necessary
out marketing/seeking sponsors.
aaron: if greg just wants to handle sponsors, then maybe he can be the new
PRC chair.
greg: jim: I think that is HALO. "marketing"
geir: how about a combo of Sally and Greg?
geir: "Greg and Sally's Excellent Adventure"
aaron: geir: right, Sally as contractor and Greg as PRC Chair
striker: geir: bad reference to Bill and Ted
striker: geir: don't say "random"
geir: sorry
aaron: we may need to take up ACon...
geir: giving greg and sally a chance is not an irreversible change....
sam: isn't ACon a separate budget?
bertrand: sam: separate budget but similar circle of potential sponsors
sam: at the moment ACon is a separate budget, but it could eventually come
from the same sponsorship pool (to some extent).
bill: correct: the budget that we have does not incluce apachecon, simply
because we don't have the data
aaron: [repeated what bill said]
jim: when you talked to sally, did she mention whether she was interested
in doing it for the same money?
geir: we didn't talk money
***curcuru reminds folks that we're still contracted to SCP/Charel for
ApacheCon for the next 2ish years; so sponsorship differences are still
an issue (we only canceled the evergreen in the future)
geir: she thought that this was her todo
jim: I'm going to give sally a quick call
geir: can we get sally *on* the call?
bill: can we get sally on the call?
***bertrand agree with having sally on the call
jim: I'm calling her now to see if she can join us
jim: she should be joining shortly
jim: adjourn for 5 minutes
jim... reconvening....
jim: is this something that HALO can take on?
sally: yes, previous contracts had three different options...
sally: in 2007, we decided to go only with PR
sally: in subsequent years sponsorship became more important
justin: (member @ w3c == sponsor)
sally: we decided to augment the contract slightly to cover sponsorship...
mainly "customer/client relations" that is handling existing sponsors,
and communication. And we discussed in Amsterdam with being more
proactive
sally: I've already done [opportunistic] outreach...
sally: I haven't done much with it given that the ASF is exploring
alternatives, but yes, I am interested in doing it
jim: is this something that could be done at the same level at the
contract?
sally: I think it would be more work... but not a lot
sally: but it really depends
greg: I'm pondering on it. it sounds good to me.
greg: I just don't want to commit, then not have the time to do it.
geir: I think that you were already voted into the job, greg :)
greg: so I need a bit of navel-gazing time :-)
greg: ha!
geir: understood
jim: there are two parts: keeping touch with existing sponsors, and
outreach
jim: our goals are 3+3+3+4 sponsors at various levels
jim: will you still be able to do it at the same funding level?
sally: it would be very challenging
jim: what would it take?
aaron: or do we really need the same level of pr/marketing?
greg: jim: that was putting her on the spot. unfair :-P
sally: I can get back to you....
jim: [references prior contracts]
sally: the question is on the renewals... this may adjust the time
estimates.
sally: pr is seasonal
sally: acon may also consume a bit of my time
jim: greg has offered to help out
sally: fantastic
aaron: so, maybe we need to use Sally's expertise and ask her: "here's the
list of our ideal situation which includes sponsors like this, people
doing this and that, etc. What would that cost? How would you
implement it?"
jim: we would be looking at HALO taking the lead and utilizing greg
sally: excellent
sally: this is only for sponsor development, and doesn't include ACon
aaron: are we doing this slightly backwards?
aaron: because it seems like we're trying to decide how to run PR,
marketing, and sponsorship rather than just handing this over to someone
more competent. Perhaps we should ask Sally for a proposal?
Sally: this is a common thing... different organizations at different
stages...
***curcuru ponders the difference between leading the mission, and planning
the execution of it. I also think the "how should we do it" question is
a good reason to consider hiring RedMonk as well.
Sally: I can't do that in a vacuum
jim: I agree
jim: I appreciate Sally joining.... you are welcome to drop or stay on...
=== Publicity ===
jim: moving on to Publicity
justin: ($60k is HALO, $5k for other firms)
bertrand: what does sponsor outreach mean?
justin: jim, or sally, or I hopping on a plane
sally: that's correct.
aaron: how is that different from travel?
justin: travel is presence at other events... OSCON, etc.
[overtalk]
aaron: would that include conference fees?
justin: yes
jim: the current contract with HALO expects the ASF to cover expenses
aaron: it seems like that could be bigger
geir: "off budget"
justin: thre is an additional ~15K for ACon
aaron: we should relabel
sally: Microsoft and OSCON... it put Justin in an awkward situation.... it
would have been helpful if I had been there.
jim: the question is "is $7K enough"?
justin: that's 4-5 people to two events over and above ACon
sally: in some cases, the sponsors will pay
jim: any other questions?
bertrand: I think we can combine...
justin: Karen recommended that we track them separate
jim: any other questions or comments?
aaron: re: PR Travel budget: for example, we just had the Libre Graphics
Meeting asking if we could send/encourage some ASF folk to attend (such
as our XML Graphics committers).
***curcuru I think in many cases it's best to keep expenses separate, both
for IRS purposes, and for member communication purposes.
jim: the idea about pure marketing seemed to have generated a lot of
discussion.... we still feel a need to do this.
geir: I want the opportunity to think a bit about this...
henning: we need to do marketing and PR, I have to agree that the amount is
something I need to think about. I'm leaning towards saying this amount
is justified.
[sally drops off]
bill: I passed this by a close friend, and his major point was that $60K is
in the ballpark, what you really are paying for is somebody who
understands your particular market.
geir: I'm looking at this in terms of % on PR... I like Sally
justin: we need to listen to Sally's ideas.... in the past we haven't
followed through on Sally's ideas.
justin: these amounts are more of a floor, and not a ceiling
bertrand: the overall goal is to get more sponsors... that wasn't very
clear.
sam: we need to look at the overall dollars spent on sponsors
(admin+PR+liaison+...) as a percentage
aaron: I agree, we need to clearly split these
aaron: I don't think we've been getting our money's worth on PR
aaron: I think that Sally could do a good job for us, I think the lack is
of a comprehensive plan (3-5 years)
bertrand: +1 to what aaron is saying
sam: +1 to aaron
jim: I agree that we are not getting the value... because Sally is
spending a lot of time on sponsor stuff
***curcuru so the biggest issue of all is what it always is: what do we
want to be when we grow up // what is the mission statement of the ASF.
re: as aaron said
aaron: curcuru: the issue is we need to spend money based on clear
objectives and goals, not to just spend money because we think we need
PR.
jim: we need to have a plan
sam: plan should predate budget?
aaron: sam: +1
sam: perhaps we should budget "come up with a plan" vs "do it"?
***curcuru aaron: yup: first comes "what are the goals" - which is always
the hard question, esp. in a group. Key question: who - specifically -
votes on the actual goals?
jim: I want to make sure that it is not an unfunded mandate.
sam: blank check doesn't work either... we need to find a place to meet in
the middle
geir: perhaps we should set spending goals as a %
jim: that's what's in the contract
geir: I'm coming at it from the other direction (top down?), perhaps with a
little stimulus funding for this year
justin: jim, sander, and I talked about what we wanted to focus on...
pquerna: stimulus funding. heh, heh.
geir: what about looking at this as a general operating budget, and
identify the specific amount that is a one time special event
justin: bill split that out...
bill: we need to further refine the separate budget...
geir: when I worked for gluecode, having the plan as a baseline would have
been helpful in my procuring funding...
bill: we still need data
***geir notes that "PR" and "Sponsorship" might be a useful division as
well
wrowe: +1
jim: will there be funds allocated to approve $60K?
sam: I'm not comfortable in isolation.
geir: sam: +1
jim: but you already said that you were ok with adding $30K to halo's
contract
sam: nobody said that
geir: clearly, right now, 60k
geir: we signed the contract
sam: we asked sally to come back with a proposal, and she said that it
would be a challenge to do so at the current level....
sam: we signed a contract in October
aaron: we need to at least cover the current contract
justin: if we want to do sponsorship, we will need to adjust the contract
now
bill: sponsorship is already in the contract.
jim: if the HALO came back with contracts for $90K, $75, and $60K, would
the board allow the PRC to accept the contract?
bill: authorizing is not the same as expenditures....
bill: sally may become the chair... so she won't make the final call
jim: tabling this for now...
=== Admin ===
jim: looking at the admin item...
sam: I'd like to see an estimate of hours per week before we talk about
dollars
aaron: for EA?
sam: for EA.
bertrand: we need to look at the actual figure for income before we can
figure out how much we can afford...
justin: this is what we felt that we reach if we had someone dedicated for
outreach...
bertrand: it might we wise to have worst case scenarios....
justin: these numbers are realistic
jim: sam's point about hours makes sense
jim: I'm sure the amount in the budget reflects a full time person
=== Summary ===
jim: we need an hours for EA, and we need a proposal for marketing, along
with Greg's offer to help with sponsorship
jim: we have been spending $60K/year on marketing+sponsorship...
=== Next Neeting ===
jim: will look for a good time to reconvene...
justin: !friday plz
[henning is blocked for the rest of the week]
greg: maybe thursday for me. friday is road trip. in car for 10 hours.
bertrand: lets arrange on the list
aaron: jim: thanks!
jim: adjourned.
------------------------------------------------------
End of minutes for the March 28, 2009 special board meeting.
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