The Apache Software Foundation Board of Directors Meeting Minutes 24 July 2000 1. Call to order The meeting was scheduled for 10:00am PDT -0700. After some delay with the phones, a quorum was recognized by the chair and the meeting started at 10:24. The meeting was held by teleconference hosted by Covalent Technologies. 2. Roll Call Directors Present: Brian Behlendorf Ken Coar Roy T. Fielding Ben Laurie Rasmus Lerdorf Doug MacEachern Randy Terbush Dirk-Willem van Gulik Directors Absent: Jim Jagielski [stranded on an island] Guests: James Duncan Davidson (V.P., Jakarta) 3. Minutes from the meetings of 28 February 2000 and 10 March 2000 The minutes from the board meeting of 28 February 2000 were amended to remove an editorial question from the Secretary. The amended minutes were then approved by general consent. The minutes are recorded at . The minutes from the board meeting of 10 March 2000 were approved by general consent. The minutes are recorded at . 4. Officer Reports A. Chairman [Roy] There have been no legal challenges to the Foundation's actions or activities. Board meetings have slowed down due to the difficulty of scheduling a synchronous meeting with our busy schedules, and due to our inability to accomplish things asynchronously on the board list without a hard deadline. We need to find a solution that works on a reliable basis, such as a shorter bi-weekly meeting. I have been attempting to build a secure website and voting forum for use by the board, projects, and members of the Foundation, but have been hampered by the lack of a non-firewalled network connection and the need for a dedicated machine only accessible by ASF members. Suggestions are welcome. The next two months will be very busy for me due to my deadline for finishing the dissertation [final defense August 10, final signed copy by September 13]. In discussion, Brian suggested that we use locus.apache.org as the secure website and simply use group assignment to control access. Further discussion of this will take place on the board mail list. B. President [Brian] Brian reported that not much has changed in the ASF operations since the last meeting, aside from the hardware problems on locus seeming to be fixed by the latest replacement. He has been looking for ways to increase his own free time to spend on Apache, mostly by delegating more of his other work at Collab.Net. He continues to speak on behalf of Apache at various conferences, but is mostly focused on improving our server and network infrastructure. C. Treasurer [Randy] Randy reported that the donations address on our website should be updated to read The Apache Software Foundation c/o Covalent Technologies, Inc. 706 Mission Street, Second Floor San Francisco, CA 94103-3163 Our current finance situation is positive and exceeds our planned expenditures for this year. A complete accounting will be provided to the members in private, due to the privacy concerns of donees. Major donations included $9000 from the Certicom challenge won by the ECDL project (Rob Harley and colleagues), $10,000 from the 1999 ACM Software System Award, and $1000 each from Digital Campaigns, Inc., and Expertcity.com. Almost half of the Foundation's current funds are from the proceeds of the successful ApacheCon 2000 conference in Orlando. Brian thanked Ken Coar and the conferences committee for producing an outstanding conference and significantly improving the financial condition of the Foundation as a result. Randy reported that our accountants have filed for 501(c)(3) status on behalf of the Foundation, but there has not been any response yet from the IRS. D. Exec. V.P. and Secretary [Jim] Jim reported [via e-mail] that all was well with the office. He has accepted a new position as CTO of ZEND, which should not adversely impact his role in the ASF. 5. Committee Reports A. Apache Conferences Committee [Ken] Ken reported that registration for ApacheCon 2000 Europe is now open. 42 sessions (62 hours) have been scheduled for three meeting rooms. IBM, Sun, Covalent, and others have signed up as sponsors. Unlike Orlando, we are just hoping to break even at this conference, due to the lower attendance expectations and the expensive venue. The committee has come to the conclusion that 2 events per year would be a good thing, and is currently looking for alternative non-US venues. Brian suggested that we make use of the apache-announce list for at least one announcement of the upcoming conference, since none had been posted to that list yet. B. Apache HTTP Server Committee [BenH] Ben Hyde was not present, though he did send a message to the apache core list with a draft of the HTTP Server Committee status. Roy suggests that this be sent to the board mailing list when ready. C. Apache XML Committee [Dirk] Dirk reported that he had been working on ways to separate new project incubation from software project controls. The main concern was the proper way to initiate new projects like SOAP. He would like to give PMC the power to decide issues regarding new projects. Ben pointed out that this was the opposite of the opinions being expressed on the members list. In particular, that a project should be focused on a single product family and the PMC consist of the primary developers on that product family. Brian suggested that there needs to be a difference between us and a place that will host any open-source software project. We want to avoid confusing people about the Apache philosophy -- projects should be here for a reason. Several directors expressed concern over one of the primary reasons that SOAP was placed in the XML PMC rather than some other project, namely that the XML PMC was perceived as being more friendly to the organization that developed the original SOAP library code. It was pointed out that SOAP more properly belongs in the realm of httpd. The fact that such a decision was made without technical rationale and without input from the members points to a broken process. James Duncan Davidson joined the teleconference and reported that he was working on a new roadmap for PMCs in which the httpd project guidelines would apply uniformly to all projects, and that less mature projects would be housed in a general incubator PMC. It was generally agreed that further discussion of this issue should take place on the members mailing list. D. Apache Jakarta Committee [James Duncan Davidson] James reported that the Jakarta projects are running smoothly, with lots of downloads, and things going well. A small re-org was done to add some new modules: Taglibs (tag libraries based on the JSP spec), a pair of Java regex libraries, Slide (DAV), and a project to study the Model-View-Controller pattern M3. There is a need to figure out how Slide should relate to mod_dav in the httpd project. Moving projects from java.apache.org is still on the roadmap. 6. Special Orders A. Clarification on open board mailing list and archives Ben Hyde requested that the current status of the availability of board mailing list and archive to member subscription and viewing be made part of the corporate record. There was some discussion of archiving the board-private list as well, but Roy pointed out that the board-private list exists solely because it is private and that any official board actions must take place on the board list or during a board meeting. The following resolution was approved by vote of the directors present, with six yea votes (Brian, Ken, Roy, Ben, Rasmus, Doug), two nay votes (Randy, Dirk), and no abstentions. RESOLVED, that subscription to the board mailing list be open to any member of the Apache Software Foundation; and be it further RESOLVED, that the board mailing list archives be accessible and readable by any member of the Apache Software Foundation. B. Authorize budget for retaining counsel on crypto export issues This item had previously been discussed on the board mailing list. The following resolution was approved by unanimous vote of the directors present (Brian, Ken, Roy, Ben, Rasmus, Doug, Randy, Dirk). WHEREAS, Ralf S. Engelschall, a member of the Foundation, has requested that the Foundation obtain counsel for the purpose of obtaining permission under U.S. export regulations to publish open-source software containing various forms of cryptographic algorithms and/or hooks; and further WHEREAS, Ben Laurie has contacted Cindy Cohn as an appropriate legal expert on matters related to crypto export and has begun negotiations on a suitable fee agreement. NOW, THEREFORE, BE IT RESOLVED, that an amount up to but not exceeding USD $5,000.00 is hereby authorized for expenditure on counsel for the purpose of determining the correct procedures for the Foundation to legally publish open-source software containing various forms of cryptographic algorithms and/or hooks; and further RESOLVED, that Cindy Cohn be retained as legal counsel to the Foundation for this purpose. C. Authorize budget for payment of member fees at ApacheCon 2000 Europe There was a general discussion of whether we should defray the attendance fee for all ASF members attending ApacheCon 2000 Europe, or only for those who need it. The following resolution was approved by unanimous vote of the directors present (Brian, Ken, Roy, Ben, Rasmus, Doug, Randy, Dirk). WHEREAS, it is in the interests of the Foundation to encourage as many of its members as possible to attend and participate in the ApacheCon 2000 Europe conference; and further WHEREAS, the conference committee has determined that a fee of $150 is necessary to cover the basic expenses of attendance at the conference for members who are not speakers. NOW, THEREFORE, BE IT RESOLVED, that an amount up to but not exceeding USD $150.00 per ASF member in attendance at ApacheCon 2000 Europe, but not speaking at the conference, is hereby authorized for payment to the conference organizer, up to but not exceeding a maximum of USD $6,750.00, for the purpose of obtaining a complete fee-waiver for all ASF members attending ApacheCon 2000 Europe. D. Update membership of the Apache HTTP Server Committee Ben Hyde expressed a desire that the Board officially recognize the current status of membership in the HTTP Server Committee. There was some discussion about whether it was more appropriate to limit the membership to only those recently active in the project, but it was decided in principle that we should first recognize the current status and suggest to the server committee that they should discuss the issue within the project and decide for themselves. The following resolution was approved by vote of the directors present, with six yea votes (Ken, Roy, Ben, Rasmus, Randy, Dirk), no nay votes, and one abstention (Brian). Doug was absent for this vote. WHEREAS, it is in the best interests of the Foundation to have each Project Management Committee consist of those individuals who are active volunteers working on the projects assigned to that committee; and further WHEREAS, the existing members of the Apache HTTP Server Committee have nominated the following additional individuals to serve on that committee. Ryan Bloom, Tony Finch, Brian Havard, Manoj Kasichainula, Rasmus Lerdorf, David Reid, Daniel Lopez Ridruejo, William A. Rowe, Chuck Murcko, Wilfredo Sanchez, and Greg Stein. NOW, THEREFORE, BE IT RESOLVED, that the persons listed immediately below be and hereby are appointed to serve as members of the Apache HTTP Server Committee, effective immediately. Brian Behlendorf Ryan Bloom Ken Coar Mark Cox Lars Eilebrecht Ralf S. Engelschall Roy T. Fielding Tony Finch Dean Gaudet Dirk-Willem van Gulik Brian Havard Ben Hyde Jim Jagielski Manoj Kasichainula Alexei Kosut Martin Kraemer Ben Laurie Rasmus Lerdorf Daniel Lopez Ridruejo Doug MacEachern Aram Mirzadeh Chuck Murcko Sameer Parekh David Reid William A. Rowe Wilfredo Sanchez Cliff Skolnick Marc Slemko Greg Stein Bill Stoddard Paul Sutton Randy Terbush BE IT FURTHER RESOLVED, that the board reiterates its appointment of Ben Hyde as V.P., Apache HTTP Server, and chairman of the Apache HTTP Server Committee. E. Update membership of the Apache XML Committee Randy had to leave the teleconference at this point (12:01pm PDT). The following resolution was approved by unanimous vote of the directors present (Brian, Ken, Roy, Ben, Rasmus, Doug, Dirk). NOW, THEREFORE, BE IT RESOLVED, that the persons listed immediately below be and hereby are appointed to serve as members of the Apache XML Project Management Committee, effective immediately. Scott Boag Tim Bray James Duncan Davidson Mike Dierken Pier Paolo Fumagalli Ted Leung Stefano Mazzocchi Mike Pogue James Tauber Keith Visco Dirk-Willem van Gulik BE IT FURTHER RESOLVED, that the board reiterates its appointment of Dirk-Willem van Gulik as V.P., Apache XML, and chairman of the Apache XML Project Management Committee. F. Establishment of an Apache PHP Committee There was some discussion regarding the nature of the relationship and licensing issues between the ASF and the PHP Association, but it was generally felt that we should recognize the people who we believe should be responsible for defining that relationship. The following resolution was approved by vote of the directors present, with six yea votes (Brian, Ken, Roy, Rasmus, Doug, Dirk), no nay votes, and one abstention (Ben). Ben wished it to be recorded that the reason for his abstention is that he didn't feel the question of licensing had bottomed out. WHEREAS, the Board of Directors deems it to be in the best interests of the Foundation and consistent with the Foundation's purpose to establish a Project Management Committee charged with the creation and maintenance of open-source software related to the PHP software product for distribution at no charge to the public. NOW, THEREFORE, BE IT FURTHER RESOLVED, that a Project Management Committee, to be known as the "Apache PHP Committee", be and hereby is established pursuant to Bylaws of the Foundation; and be it further RESOLVED, that the Apache PHP Committee be and hereby is responsible for the creation and maintenance of software related to the PHP software product based on software licensed to the Foundation; and be it further RESOLVED, that the office of "Vice President, Apache PHP" be and hereby is created, the person holding such office to serve at the direction of the Board of Directors as the chairman of the Apache PHP Committee, and to have primary responsibility for management of the projects within the scope of responsibility of the Apache PHP Committee; and be it further RESOLVED, that the persons listed immediately below be and hereby are appointed to serve as the initial members of the Apache PHP Committee. Thies C. Arntzen Stig Bakken Shane Caraveo Andi Gutmans Rasmus Lerdorf Sam Ruby Sascha Schumann Zeev Suraski Jim Winstead Andrei Zmievski NOW, THEREFORE, BE IT FURTHER RESOLVED, that Rasmus Lerdorf be and hereby is appointed to the office of Vice President, Apache PHP, 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; and be it further RESOLVED, that the initial Apache PHP Committee be and hereby is tasked with the creation of a set of bylaws intended to encourage open development and increased participation in the PHP Project. G. Establishment of an Apache/TCL Project The following resolution was approved by unanimous vote of the directors present (Brian, Ken, Roy, Ben, Rasmus, Doug, Dirk). WHEREAS, the Board of Directors deems it to be in the best interests of the Foundation and consistent with the Foundation's purpose to establish a Project Management Committee charged with the creation and maintenance of open-source software related to the TCL scripting language for distribution at no charge to the public. NOW, THEREFORE, BE IT FURTHER RESOLVED, that a Project Management Committee, to be known as the "Apache TCL Project Management Committee", be and hereby is established pursuant to Bylaws of the Foundation; and be it further RESOLVED, that the Apache TCL Project Management Committee be and hereby is responsible for the creation and maintenance of software related to the TCL scripting language based on software licensed to the Foundation; and be it further RESOLVED, that the office of "Vice President, Apache TCL" be and hereby is created, the person holding such office to serve at the direction of the Board of Directors as the chairman of the Apache TCL Project Management Committee, and to have primary responsibility for management of the projects within the scope of responsibility of the Apache TCL Project Management Committee; and be it further RESOLVED, that the persons listed immediately below be and hereby are appointed to serve as the initial members of the Apache TCL Project Management Committee. Dirk-Willem van Gulik Daniel Lopez Ridruejo David N. Welton NOW, THEREFORE, BE IT FURTHER RESOLVED, that David N. Welton be and hereby is appointed to the office of Vice President, Apache TCL, 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; and be it further RESOLVED, that the initial Apache TCL Project Management Committee be and hereby is tasked with the creation of a set of bylaws intended to encourage open development and increased participation in the TCL Project. H. Acclamation of Apache Conferences Committee There was a discussion on whether the mandate for the conferences committee should be limited to a two-year term, but an amendment to that effect was put to vote and was not approved, with two yea votes (Brian, Dirk), four nay votes (Roy, Rasmus, Ken, Ben), and one abstention (Doug). The following resolution was approved by vote of the directors present, with six yea votes (Brian, Ken, Roy, Ben, Rasmus, Doug), one nay vote (Dirk), and no abstentions. BE IT RESOLVED, that the Conferences Committee is hereby tasked with the responsibility, and empowered with the authority, to act on behalf of the Foundation and in the Foundation's best interests in all matters involving Foundation production, sponsorship, or participation in conferences, exhibitions, or trade shows. I. Budgeting for counsel on member employment agreements and NDAs This item was tabled until a future meeting when Ben Hyde might be present. J. Official policy regarding use of the Apache name for such things as the CPAN Apache:: class hierarchy. This item was tabled in the interests of time. K. Coriolis copyright infringement Update from Dirk on Coriolis book that stripped our license and added a GPL license. Dirk indicated that he is waiting for a response from our lawyers. L. Budgeting for ASF Hackathon event prior to ApacheCon 2000 Europe Ben Laurie commented that the event is still being planned for the weekend prior to ApacheCon 2000 Europe, but that he wasn't yet aware of the budget requirements. He will inform the board when estimates are available. M. Plan for creating an annual report for fy1999 This item was tabled in the interests of time. N. Plan for creating a budget for fy2000 This item was tabled in the interests of time. 7. Unfinished Business 8. New Business 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. 9. Announcements Brian reported that an Apache boating firm had requested the right to use the apache.net domain name. That name is currently owned by Gordon Irlam, and that his original intention was to reserve it against misuse by other companies. The board's consensus was that Brian should ask Gordon if he wants to transfer ownership of the domain to the ASF, and if so to complete the transfer and not allow the boating firm to use the domain. Otherwise, it is up to Gordon. 10. Adjournment The meeting was adjourned at 12:26pm PDT -0700. __________________________________________________________ __________________________________________________________ End of minutes