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Links: 2019 - All years
- Original The Apache Software Foundation
Board of Directors Meeting Minutes
May 15-16, 2019
1. Call to order
The meeting was scheduled for 9:00 a.m. (Central) and began at
9:14 a.m. (Central) when a sufficient attendance to constitute a
quorum was recognized by the Vice Chairman.
The meeting was held in person at Google in Chicago.
2. Roll Call
Directors Present:
Rich Bowen
Shane Curcuru
Jim Jagielski
Myrle Krantz
Daniel Ruggeri
Craig L Russell
Roman Shaposhnik
Joan Touzet
Executive Officers Present:
Tom Pappas
Sam Ruby
Matt Sicker
Guests Present:
Robin Anil
Brian Fitzpatrick
Sally Khudairi
David Nalley
Greg Stein
3. Discussion Items
A. Agenda
Vice Chairman Shane asked that everyone observe the current
agenda to ensure we cover all points in a timely manner.
B. Recent Resignations
Phil recently resigned from the Board, and Ross resigned as
Executive Vice President. We would like to thank both Phil and
Ross for their service.
C. Introductions
Each Director introduced themself to the Board.
D. Board List Communications
The Board mailing list has been suffering from high volume with
varying topics that have been challenging for subscribers to
keep abreast of, particularly as the vast majority of
participants are volunteers. Some new Directors and list
followers (for example PMC Chairs, for whom subscription is
required) have been surprised by the volume of the list traffic.
Shane pointed out that how we choose to communicate on some
mailing lists may be more problematic than the topics
themselves.
There was consensus that successful Boards of Directors are ones
that focus on strategic details and not on operations.
To protect our existing communities, it has been suggested that
the Board's list discussions remain focused on items that need
specific attention from the Board, and to redirect other issues
that can be addressed elsewhere, for example: Operations.
Scaling back list volume and how to best handle items that
require longer-term discussion still need to be addressed. The
need to remain focused without dismissing issues brought forth
to the Board, and the style of some communications are of
particular concern. We need to remain aware that some
participants interpret the tone of some messages in a particular
way doesn’t mean that others are having the same experience.
Several future discussion items 8D - 8G were put on the next
meeting agenda to work on improvements in board list
communications.
E. Apache Project Leadership
Joan opened the discussion if we should expect PMC members to be
held to a higher standard than other members of the community,
with PMC Chairs even more so. That is, do people look to the
Board and Directors or executive officers for cues on how to
behave? If so, should we work on documenting expected
behaviors from directors?
Rich shared that the same discussion took place a year ago, with
no consensus reached.
At times, discussions on-list or disagreement in position are
being interpreted as hostile. Several list participants also
expressed surprise at the volume of email on the board's list.
Daniel stated that those who wish to express non-popular
opinions should be able to do so freely.
F. Board Votes And Consensus
Discussion opened about how using voting to solve an issue is
often seen as a failure of consensus (i.e., non-unaminous votes
seem to be avoided).
Historically, the Board has believed that if a vote is not
unanimous, it indicates that consensus has not been reached,
therefore further discussion may still be necessary.
Suggestion: the Board could utilize +0 and -0 votes (expressing
an acceptance of a position without fully agreeing/disagreeing),
despite that Delaware corporate law does not recognize votes like
that, but only has yes, no, or abstain.
Unlike other foundations, once the ASF Board has voted on
something, speaks in one voice and all directors commit to support
the decision within the Foundation regardless of their individual
votes. There were many nods of agreement to this.
There was a thorough discussion of of both the historical tendency
of past boards to avoid non-unanimous votes, along with ideas of
how we can make board-level decisions more efficient while
respectfully allowing dissenting voices a chance to be heard and
debated.
Myrle requested that we do not be normative on the meaning of “no”
and “abstain” votes; this was moved forward as a future discussion
item for documenting how directors express formal votes, both
during a meeting and in our formal published minutes.
While some sort of consensus is needed on this topic, it doesn't
solve the communication issue. We had a discussion regarding possible
separation of public and private minutes with respect to votes as
well as the canonical meaning of said votes. Tom confirmed from DE
law that the identities of who-voted-what is not required to be
public. The minutes, however, should indicate if a director
revised the resolution themself or if a director dissents from
the vote being conducted at all (e.g., a point of order over the
voting process).
Craig suggested that we use alternate venues for directors to
express disagreement and dissenting views such as the board@ and
members@ mailing lists.
David shared subscriber statistics for the board@ mailing list.
The trend shows that the subscriber count has been consistently
increasing, with a handful of unsubscriptions within a single
month. These figures do not reflect any subscribers who may
simply filter out these emails.
G. Documentation
Greg suggests adding a highlights section to Infrastructure board
reports of notable changes affecting either projects or operations
areas.
* Action-Item: Greg/David to update monthly Infrastructure board
report format.
Matt suggests a form email for new directors similar to the new
PMC chairs email with how-to information. This should likely be
emailed from the outgoing Chairperson each year.
Craig suggests updating the ICLA form to use given name and family
name fields to help reduce confusion in the ordering of names from
various languages.
* Action-Item: Joan to improve documentation on how Code of
Conduct violations are resolved.
H. Bill Payment Processing
Myrle notes that our current bill pay workflow combined with our
current accounting roles has created a situation in which it is
difficult for the Treasurer to check that all outstanding bills
are being paid. This will be brought back to the list for action.
I. Executive Session
There was a 30 minute executive session from 12:00PM to 12:30PM.
All Directors were present along with the Secretary.
J. Monthly Board Meeting
At 12:30PM the normal monthly May 2019 Board meeting took place.
The agenda and minutes for this meeting will be published
after the usual board review.
The monthly meeting adjourned at 1:45 PM. This was followed
by a one hour break.
K. President and EVP Discussion on Operations
Sam noted that we shouldn't get hung up on the word "operations"
in terms of describing various non-project officers doing work.
Notifications from Operations to the Board need to be proactive
and broken out clearly in reports. Operations is empowered to do
things within their specific areas of responsibility on their
own if necessary.
We like to follow the principle of least astonishment. Mistakes
will be made, and are expected.
H. Five Year Strategic Plan
With a new board we discussed updates to director sheperds to:
https://www.apache.org/board/plan.html
@Myrle @Shane: help Rich with the Conferences section
@Daniel: add topic on paid fundraising position.
@Joan: Help shepherd the governance and PMC lifecycle sections.
@Tom: Help shepherd the financial aspects.
@Gris: Author proposals for diversity and inclusion.
@Myrle: Make sure every current director has access to the asf-p wiki.
@Greg: Make sure all current directors have write access to
https://www.apache.org/board/ source repository.
@Matt: Start thread about ASF policies page to help with Incubator.
4. Recess
The meeting was recessed at 5:00 p.m. (Central) until the following day,
16 May 2019, at 9:00 a.m. (Central), at the same location.
5. Reconvene
The meeting was reconvened on 16 May 2019 at 9:10 a.m. (Central) and
began as soon thereafter that a sufficient attendance to constitute a
quorum was recognized by the Vice Chairman.
6. Roll Call
Directors Present:
Rich Bowen
Shane Curcuru
Myrle Krantz
Daniel Ruggeri
Craig L Russell
Roman Shaposhnik
Joan Touzet
Danny Angus joined 9:36
Directors Absent:
none
Executive Officers Present:
David Nalley
Tom Pappas
Sam Ruby
Matt Sicker
Executive Officers Absent:
Ross Gardler
Ulrich Stärk
Guests:
Robin Anil
Brian Fitzpatrick
Sally Khudairi
Greg Stein joined 9:29
7. Discussion Items
A. The Board accepted the resignations of Phil Steitz and
Jim Jagielski by general consent.
B. Roman suggested we fill the two vacant director positions before
choosing the new chair. He proposed that Vice Chairman Shane
continue as the acting chair.
C. A question was raised whether or not we can choose a chair that
is not a director, though no action was taken on this.
D. To fill the vacant director seats, the Board first considered the
runners up in the most recent election. The Board appointed Danny
Angus to the board of directors by general consent. As there were
no other runners up, the Board postponed discussion of filling
the remaining director seat until Danny could join the meeting.
E. Daniel gave an explicit vote of confidence in Sam Ruby as
President; there were several concurrences.
F. The Board welcomed Danny Angus as Director who joined the
meeting via telephone.
G. The Board declined to make any further officer changes, noting
that David Nalley had been appointed EVP during the May meeting.
H. Joan volunteered to run small event funding.
I. The Board further considered Directors from the previous term
to fill the remaining board seat. After considerations and
contact with candidates, the Board appointed Ted Dunning to the
board of directors by general consent.
J. Roman complimented Infrastructure about the smooth transition
of many project repositories from SVN to GitHub.
8. Adjournment
Adjourned at 10:50 a.m. (Central)
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End of minutes for the May 15-16, 2019 board meeting.
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