The Apache Software Foundation Board of Directors Meeting Minutes 22 September 1999 1. Call to order The meeting was scheduled to begin at 10:00am PDT -0700. At 10:12am, the Chairman recognized sufficient numbers for a quorum. The meeting was held on IRC using the server at irc.rootsweb.com:6667 and channel #ASF. The board expressed thanks to Ben Laurie for providing the IRC server. 2. Roll Call Directors present at the roll were: Brian Behlendorf Ken Coar Roy T. Fielding Ben Hyde Jim Jagielski Ben Laurie Sameer Parekh Randy Terbush Directors absent: Dirk-Willem van Gulik (joined meeting at 10:32am) Guests: None 3. Minutes from the meeting of 16 September 1999 The minutes from the 16 September 1999 meeting were amended to replace the word "publically" with "publicly" and to clarify that the planning session noted in section 5A refers to the Apachecon 2000 (AC2K) session. The minutes, as amended, were unanimously approved and made publicly available at . 4. Officer Reports A. President [Brian] Brian reported that the XML project launched, having a teleconference the morning of 16 September 1999 that Dirk attended. People involved in the project include: Tim Bray and James Clark. Others have been notified and asked for advice. Brian also reported that ``Jakarta steams along'' although with no new grant proposal from Sun at present. Brian anticipates receiving it soon. Brian spoke at the Foresight Institute conference in Redwood City about Apache and the Apache process. He was next flying out (the weekend of 18 September 1999) to Virgina to address the Telecommunications Policy Research Council on the same issue. Per Randy's query, Brian reported that the TPRC paid his travel expenses. At 10:32am, Dirk joined the meeting. B. Treasurer [Randy] Randy reported that the ASF has a current balance of One Hundred Seventy Seven Dollars and Thirty Six Cents ($177.36) after reimbursing Roy Four Hundred Nineteen Dollars and Sixty Seven Cents ($419.67). Randy reported that he investigated the costs of accounting and bookkeeping. Initially, the costs should average about Two Hundred Dollars ($200) a month with it increasing to around One Thousand Dollars ($1000) a month including filing of income tax forms. Randy noted that these figures assumed that the ASF would be accepting targeted donations. Obtaining the EIN was put on hold regarding the decision on nonprofit classification. Randy was under the impression that the ASF would be seeking 501(c)(3) status. Sameer reminded Randy that instead the resolution specified that the ASF would obtain ``appropriate tax-exempt status'' empowering Randy to determine and choose the best form. Sameer also reported that changing the classification in the EIN application was relatively easy; Randy's concern was directly from his accountant's position. Randy reported that not having an EIN is holding off the ASF's status in obtaining a merchant account. There was some discussion regarding how important obtaining a merchant account, and thus being able to accept credit card charges, was. It was generally agreed that accepting credit cards was greatly desired. C. Exec. V.P. and Secretary [Jim] Jim also reported that notice of the LinuxWorld Editor's Award (1999) to the ASF was posted on the new-httpd mailing list. Roy mentioned that he had received 9 of the ``New Member'' ballots at the present time. Jim did not have the number he had received handy but reported that 9 sounded ``about right.'' Jim agreed to send reminders to the members mailing list encouraging people to send in their votes. 5. Committee Reports None scheduled for this meeting. 6. Special Orders No new items scheduled for this meeting. 7. Unfinished Business A) Budgeting process 1) should President and PMC chairs request money for general expense categories or specific grants, or both 2) should we accept earmarked funds (money for anything other than the ASF general fund) 3) what do we do with unspent earmarked funds 4) disposition of funds earmarked for use by a specific project 5) disposition of funds earmarked to be spent on a specific grant 6) should the corporation budget to hire a bookkeeper in order to keep track of multiple accounts 7) process for determining the overhead amount, and later review 8) planning for quarterly/yearly reports Debate was held on 2 proposed budgeting resolutions. One key point of the discussion was whether or not PMCs should be required to submit a ``budget'' and have the PMCs describe their use of the funds requested. The following resolution was adopted by a vote of the directors, with eight "yes" votes (Roy, BenH, Brian, BenL, Jim, Ken, Randy, Dirk), no "no" votes, and no abstentions (Sameer was absent from the vote): WHEREAS, the Apache Software Foundation is a support organization for open-source software development projects; and WHEREAS, donations of funds, services, or goods to the Foundation may be made with the desire on the part of the donor that the said funds, services, or goods should be utilized to directly support one or more particular projects or purposes; NOW, THEREFORE, BE IT RESOLVED, that the Apache Software Foundation shall accept such targeted donations; and be it further RESOLVED, that the acceptance of a targeted donation does not constitute a commitment by the Foundation to any more than a best effort in good faith to apply the donation as requested; and be it further RESOLVED, that the Foundation will not disburse funds for use by a Project Management Committee until that Project Management Committee has developed a budget indicating how those funds will be used and that budget has been approved by the Board of Directors; and be it further RESOLVED, that the Treasurer shall include the intended purpose of any such targeted donations as part of his reports, making the intended purpose of the donation a matter of public record; and be it further RESOLVED, that such targeted donations shall be applied to the Foundation's general operating fund or resource pool for allocation, disbursement, or assignment as the Foundation may see fit, bearing in mind the donor's intention and the needs of the Foundation and its projects. Immediately after this vote, Jim had to temporarily leave the meeting (11:25am). B) Initial Foundation Budget Item 7B was tabled. At this time, it was proposed that Item 7D be discussed before item 7C. This was approved. D) Appointment of people to the Licenses Committee There was a motion to change the Chairman of the Licenses Committee from Brian to BenL. This was unanimously approved. The purpose of the Licenses Committee was next discussed. The general consensus was that it's purpose is to define the range of acceptable licenses for ASF projects. There was a motion to change the status of the Licenses Committee from a board committee to a task assigned to the President. Since the board had not yet approved the composition of this committee, and the committee's findings would be submitted to the full board for approval, the previously established Licenses Committee was terminated by general consent and replaced with a task for Brian. Brian then delegated that task to a new licenses committee, as follows: Ben Laurie, Chairman Brian Behlendorf Ralf Engelschall Jim Jagielski Randy Terbush Rasmus Lerdorf Doug MacEachern Jon Stevens Seth David Schoen The new licenses committee will report their conclusions to the board. C) Project Management Committees 1) should the PMC report directly to the board 2) must the PMC consist entirely of ASF members 3) must the PMC chairperson be an ASF member 4) should the PMC composition be set by the board or delegated to the project after the initial PMC creation 5) should the appointment of the PMC chairperson be restricted to candidates proposed by the project Item 7C was tabled in the interests of time. At this time, Jim rejoined the meeting. E) Apache Group assignment of license/rights to The ASF There was no action required by item 7E, which is simply a ``reminder'' for Roy. 8. New Business Dirk reported some new business regarding XML. At the above mentioned meeting (see President's Report) Dirk reports that it was decided to hold off on any press release until the project has a code base, CVS, a broader group, milestones and a charter, in order to prevent the ``Jakarta situation.'' Ken wanted some clarification and guidance on the ``donations page'' and how it should ``read'' regarding this meeting's resolutions. The general consensus was that it should include a general list of the ASF's goals and needs, with more detail being added once a budget exists. Ken reported that OneStopSite had been selected to design the Apachecon 2000 web site. 9. Announcements None. 10. Adjournment Motion to adjourn was moved and seconded. The meeting was adjourned at 12:12pm PDT -0700. __________________________________________________________ End of minutes for the 22 Sept 1999 meeting.