The Apache Software Foundation Board of Directors Meeting Minutes 21 March 2001 1. Call to order The meeting was scheduled for 9:00am PST -0800. A quorum was recognized at 9:06am and the meeting was called to order. The meeting was held by teleconference hosted by Covalent (Randy Terbush): 2. Roll Call At roll call, the following Directors were present: Brian Behlendorf Ken Coar Roy T. Fielding Jim Jagielski Ben Laurie Randy Terbush At roll call, the following Directors were present: Dirk-Willem van Gulik Rasmus Lerdorf Doug MacEachern At roll call, the following Guests were present: Sam Ruby, V.P., Jakarta The following Directors arrived late: Dirk-Willem van Gulik (9:09am) Rasmus Lerdorf (???) 3. Minutes from the meeting of 21 Feb 2001 The minutes from the meeting of 21 Feb 2001 were approved by consent. See . 4. Officer Reports A. President [Brian] Brian reported on his continued efforts in supporting the ASF infrastructure. This includes the '.org' web site, members email and user/contributor accounts. On a personal note, Brian informed the board of his continued discussions with Richard Stallman regarding the Apache License and the GPL. B. Treasurer [Randy] Randy reported a current balance of $118,706.51 in the ASF account. A detailed balance sheet, in PDF format, is available in CVS. The ASF is current at the end of the fiscal year, and thus we will incur accounting costs due to that close-out. Randy also (re-)reported that the ASF had obtained official 501c(3) status "in consideration." There was some discussion on whether this could be applied ("grandfathered") to contributions made in the past. Since our status will only take effect our next fiscal year, it appears that this is not the case. There was additional discussion on updating the ASF site to reflect the news of our 501c(3) status. There was also discussion on possibly implementing something similar to what the Python Software Foundation (correct name??) has with "Corporate Supporter Fees." In this setup, the donation fee structure is clearly defined. Randy also noted that because of the problems the ASF has been having in trying to obtain a merchant account with Well Fargo, he is recommending we search for a new merchant account vendor. C. Exec. V.P. and Secretary [Jim] Jim reported that he has been matching the current list of ASF members with their signed ASF forms. In particular, the first priority is to ensure that all ASF members have a signed ASF Membership Application on file. The online 'members.txt' file will contain the list of forms onfile for each member. Jim reported that he has sent out to all ASF members (and will send an additional reminder) regarding the annual members meeting, and the 2 elections/votes being held at the meeting. He is reminding members that if they cannot attend, that they can, and should, select a proxy. 5. Committee Reports A. Conference Planning [Ken] Ken reported that the initial attendee numbers for ApacheCon 2001 are low, on the order of around 124 paid attendees and 314 "expo only." The reality is that this show will most likely be noticably smaller than either the AC2K or AC2K-Euro shows. Ken also reported that there appears to be a conflict between the ApacheCon 2001-Euro show (scheduled for Dublin, Oct 14-16) and O'Reilly's Open Source Conference in London. The Conference Committee is working with Camelot Communications and O'Reilly to obtain a solution. Discussion was held on how we should handle the cases where the ASF "should" pay for members' travel and expenses to ApacheCon. It was debated on whether the ConCom should have a budget to be used for such expenses or whether it should be an actual expense of the Conference itself (and thus handled by Camelot). Dirk and Jim offered to consider the problem and offer to the board solutions. Ken reported the ConCom's desire to sign Camelot to a longer-term contract, on the order of 3 years or so. The board agreed that the ConCom should investigate and pursue this option. B. Jakarta Project [Sam Ruby] Sam reported that the first meeting of the "revamped" PMC was held on IRC on March 19. Full IRC notes can be found on: http://jakarta.apache.org/site/pmc/ Sam further reported the addition of 7 new "members" of the project, and the departure of 2. C. XML Project [Dirk] Dirk reported that the XML project still has no chairman and no charter. There was a recent election of the new PMC (Jim and BenL "officiated" the election and tallied the votes) and Dirk expressed concern of a voter turn-out of less than 50%. Dirk reported that one item that the voting process brought to light was the serious need to "scrub" the member and committer lists for the project. 6. Special Orders A. Allocation of $2500 for Batik press announcement ZOTGroup has requested $2500 to offset the costs related to the press release for Batik 1.0. This was approved by consent. B. Covalent request for permission to use Apache name See foundation/Licenses/Covalent-PB.txt This request has been granted. The board recognizes that Jim has sent the required authorization to Covalent. C. Tripwire request for permission to use Apache name Tripwire has requested written approval to use the Apache name in a new product implemented as a plugin module for the Apache HTTP server. The name would be "Tripwire for web pages, Apache edition, powered by Covalent" This request has been granted. The ASF will await the formal written request to be received, at which point Jim will sign and return. D. Discussion of things we need to do to advertize 501(c)(3) status This was already discussed during the Treasurer's report, item 4B. E. Amending the bylaws to prevent a situation where more than half of the board of directors consisted of employees/owners of the same company. It was agreed that this would be discussed both on-list and at the members meeting. 7. Unfinished Business A. Reestablishing the Jakarta PMC =========== R1: Sam Ruby [w/Roy's edits] ============ 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 commercial-quality, open-source, server-side software solutions for the Java Platform, for distribution at no charge to the public. NOW, THEREFORE, BE IT RESOLVED, that the Project Management Committee known as the "Jakarta Project Management Committee", be and hereby is reestablished pursuant to Bylaws of the Foundation; and be it further RESOLVED, that the Jakarta Project Management Committee be and hereby is responsible for the creation and maintenance of commercial-quality, open-source, server-side solutions for the Java Platform based on software licensed to the Foundation; and be it further RESOLVED, that the person holding the office of "Vice President, Jakarta" shall continue to serve at the direction of the Board of Directors as the chairman of the Jakarta Project Management Committee, and to have primary responsibility for management of the projects within the scope of responsibility of the Jakarta Project Management Committee; and be it further RESOLVED, that the persons listed immediately below be and hereby are appointed to serve as members of the Jakarta Project Management Committee. James Duncan Davidson Peter Donald Pier Paolo Fumagalli Diane Holt Ted Husted Ceki Gülcü Geir Magnusson Jr. Craig McClanahan Sam Ruby Daniel F. Savarese Jon Stevens Jason van Zyl ===================================== Resolution R1 passes by unanimous consent. B. Reestablishing the XML PMC =========== R2: Roy/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 commercial-quality open-source software related to XML, for distribution at no charge to the public. NOW, THEREFORE, BE IT RESOLVED, that the Project Management Committee known as the "XML Project Management Committee", be and hereby is reestablished pursuant to Bylaws of the Foundation; and be it further RESOLVED, that the XML Project Management Committee be and hereby is responsible for the creation and maintenance of commercial-quality open-source software related to XML, based on software licensed to the Foundation; and be it further RESOLVED, that the person holding the office of "Vice President, XML" shall continue to serve at the direction of the Board of Directors as the chairman of the XML Project Management Committee, and to have primary responsibility for management of the projects within the scope of responsibility of the XML Project Management Committee; and be it further RESOLVED, that the persons listed immediately below be and hereby are appointed to serve as members of the XML Project Management Committee. Scott Boag Ted Leung Sam Ruby Davanum Srinivas Dirk-Willem van Gulik ===================================== With the modification of the addition of a comma (",") 3rd paragraph, 3rd line, after the words "related to XML", Resolution R2 passes by unanimous consent. C. Status of relationship with Cooley Godward LLP C1. Agreement and contact info C2. Plan for registering Apache trademarks C3. Plan for engagement regarding ASF license revision C4. Plan for engagement regarding employee agreements Regarding the ASF relationship with Cooley Godward LLP, it was discussed and agreed that the board needs to give serious consideration on how to best utilize and control the "use" of their services. One method would be to have a single "point of contact" at the ASF that interacts directing with CG LLP, and that CG LLP would only accept "work" through that contact. Randy agreed to continue to work the issues with item C2 (trademarks) whereas Ken agreed to work the issues regarding item C3 (ASF license). Randy is to "post" a list of CG LLP contacts to the ASF board. 8. New Business There was no new business. 9. Announcements There were no announcements. 10. Adjournment The meeting was scheduled to adjourn by 10:30am PST -0800. The actual adjournment time was 10:38am. __________________________________________________________ __________________________________________________________ End of minutes