The Apache Software Foundation Board of Directors Meeting Minutes November 18, 2002 1. Call to order The meeting was scheduled for 6:30pm PDT -0800. A sufficient attendance to constitute a quorum was recognized by the chairman at 6:31pm. The meeting will be held in person at the ApacheCon 2002 event and via speaker phone. 2. Roll Call Directors Present: Brian Behlendorf Ken Coar Roy T. Fielding Jim Jagielski Ben Laurie Sam Ruby Greg Stein Bill Stoddard Dirk-Willem van Gulik Directors Absent: [none] Guests: Ben Hyde Chuck Murcko 3. Minutes and supplements from previous meetings A. The meeting of October 9, 2002 See board_minutes_2002_10_09.txt in cvs.apache.org:/home/cvs board. B. The meeting of October 16, 2002 See board_minutes_2002_10_16.txt in cvs.apache.org:/home/cvs board. C. The meeting of October 30, 2002 See board_minutes_2002_10_30.txt in cvs.apache.org:/home/cvs board. No minutes nor supplements were approved at this meeting. 4. Officer Reports A. Chairman [Greg] Greg noted the discussion over the ASF reorganization, and the possible impacts in organization, infrastructure and community. Greg also noted a concern over the potential of the ASF hosting "rogue" code and that all PMCs should be vigilent. B. President [Dirk] Dirk reported that his efforts have been mostly based on the License issues. Dirk noted that, in general, there is a true lack of case law regarding the issues we are trying to address. He also noted that the License is mostly American in nature, and not European and that, as such, interpretations can vary state by state. In particular, our license is unique such that we are trying to make things public and not private, which is the normal mode. C. Treasurer [Chuck] Chuck reported that the transition to the new banking account has been completed, with the old account now dead. He has signed account signature cards from Dirk and Jim. The account itself has a balance of ~ $114,000 (US) with a compounded interest of 1.93%. Chuck is meeting with Wells Fargo to discuss such topics as long-term fund management. D. Exec. V.P. and Secretary [Jim] Jim noted that CSC has been notified of the change of Treasurer from Randy to Chuck. This was in additional to the President and Chairman changes of 2 months ago. The signed JSPA from Sun was received and is now on-file. 5. Committee Reports A. Fund-raising [Chuck] See Attachment A B. XML Project [Ted Leung] See Attachment B C. HTTP Server Project [Ben Hyde] See Attachment C After Ben's report there was some discussion regarding both ASF and PMC emeritus membership. It was noted that several ASF and PMC members have been very inactive. At the very least, this makes efforts which require majorities or quorums difficult. D. Perl Project [Doug MacEachern] See Attachment D E. DB [Jason van Zyl] See Attachment E There was some discussion over the relative activity and "health" of the DB project. It was suggested that a detailed status report on the DB project be requested. F. Commons [Ken] See Attachment F G. Incubator [Jim] See Attachment G H. Security Team [Ben Laurie] See Attachment H I. Jakarta [Sam] See Attachment I 6. Other Reports A. Sam Ruby -- discussions with the PHP Group Sam reported that no further updates or discussions have been made since last meeting. 7. Special Orders A. Appoint Chuck Murcko as the Treasurer of the ASF. The board formally accepted Randy's resignation and absolved him of all reponsibilities of further duties. By unanimous consent, Chuck was appointed ASF Treasurer. The board also expressed their deep gratitude to Randy Terbush and Ryan Lindsay (of Covalent) for their work the last 3 years as Treasurer and (un-official) ass't treasurer. B. Empower PMC chairs to change the membership of their PMCs without requiring ratification by the board. The following resolution [R1] is proposed: WHEREAS, the Board of Directors deems it to be in the best interests of the Foundation and consistent with the Foundation's purpose to delegate the ability to appoint the membership of Project Management Committees to the officers of the corporation given charge of them, NOW, THEREFORE, BE IT RESOLVED, that the Vice President positions charged with the management of the Project Management Committees listed immediately below are hereby assigned the further authority to and responsibility of appointing the membership of their respective Project Management Committees, and the responsibility of notifying the Board of Directors of the complete composition of their respective Project Management Committees within forty-eight (48) hours each time the Committee's membership changes. Apache HTTP Server Committee Jakarta Project Management Committee XML Project Management Committee Perl-Apache Project Management Committee Apache TCL Project Management Committee Apache Commons Project Managment Committee Apache Incubator Project Management Committee Apache DB PMC APR PMC Apache PHP Committee By Unanimous Vote, Resolution R1 was approved. C. Resolution [R2] to create the Avalon PMC 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 component and service management, for distribution at no charge to the public. NOW, THEREFORE, BE IT RESOLVED, that a Project Management Committee (PMC), to be known as the "Avalon PMC", be and hereby is established pursuant to Bylaws of the Foundation; and be it further RESOLVED, that the Avalon PMC be and hereby is responsible for the creation and maintenance of software related to component and service management, based on software licensed to the Foundation; and be it further RESOLVED, that the office of "Vice President, Avalon" be and hereby is created, the person holding such office to serve at the direction of the Board of Directors as the chair of the Avalon PMC, and to have primary responsibility for management of the projects within the scope of responsibility of the Avalon PMC; and be it further RESOLVED, that the persons listed immediately below be and hereby are appointed to serve as the initial members of the Avalon PMC: Nicola Ken Barozzi Marcus Crafter Paul Hammant Berin Loritsch Stephen McConnell Pete Royal Leo Sutic Leo Simons Jeff Turner Carsten Ziegeler NOW, THEREFORE, BE IT FURTHER RESOLVED, that Nicola Ken Barozzi be and hereby is appointed to the office of Vice President, Avalon, 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 Avalon PMC be and hereby is tasked with the creation of a set of bylaws intended to encourage open development and increased participation in the Avalon Project; and be it further RESOLVED, that the initial Avalon PMC be and hereby is tasked with the migration and rationalization of the Jakarta PMC Avalon subproject; and be it further RESOLVED, that all responsibility pertaining to the Jakarta Avalon sub-project and encumbered upon the Jakarta PMC are hereafter discharged. By Unanimous Vote, Resolution R2 was approved. The Avalon PMC is hereby created. D. Resolution [R3] to create the Ant PMC 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 Apache Ant build tool, for distribution at no charge to the public. NOW, THEREFORE, BE IT RESOLVED, that a Project Management Committee (PMC), to be known as the "Apache Ant PMC", be and hereby is established pursuant to Bylaws of the Foundation; and be it further RESOLVED, that the Apache Ant PMC be and hereby is responsible for the creation and maintenance of the Ant build system and related software components, based on software licensed to the Foundation; and be it further RESOLVED, that the office of "Vice President, Apache Ant" be and hereby is created, the person holding such office to serve at the direction of the Board of Directors as the chair of the Apache Ant PMC, and to have primary responsibility for management of the projects within the scope of responsibility of the Apache Ant PMC; 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 Ant PMC: Bruce Atherton Stefane Bailliez Stefan Bodewig Erik Hatcher Diane Holt Donald Leslie Steve Loughran Conor MacNeill Costin Manolache Sam Ruby Jon Skeet Magesh Umasankar Christoph Wilhelms NOW, THEREFORE, BE IT FURTHER RESOLVED, that Conor MacNeill be and hereby is appointed to the office of Vice President, Apache Ant, 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 Ant PMC be and hereby is tasked with the creation of a set of bylaws intended to encourage open development and increased participation in the Apache Ant Project. By Unanimous Vote, Resolution R3 was approved. The Ant PMC is hereby created. E. Resolution [R4] to re-establish the HTTPD PMC 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, 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. Greg Ames Aaron Bannert Brian Behlendorf Rich Bowen Ken Coar Mark J. Cox Lars Eilebrecht Ralf S. Engelschall Justin Erenkrantz Roy Fielding Tony Finch Dean Gaudet Dirk-Willem Van Gulik Brian Havard Ian Holsman Ben Hyde Jim Jagielski Manoj Kasichainula Alexei Kosut Martin Kraemer Ben Laurie Rasmus Lerdorf Daniel Lopez Ridruejo Doug Maceachern Aram Mirzadeh Chuck Murcko Victor J. Orlikowski Brian Pane David Reid William A. Rowe Jr. Wilfredo Sanchez Cliff Skolnick Marc Slemko Joshua Slive Greg Stein Bill Stoddard Sander Striker Paul Sutton Jeff Trawick David N. Welton Cliff Woolley NOW, 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. This resolution was rescinded now that PMCs now have the authority and power, per resolution R1, to change and update the PMC member roster themselves. 8. Unfinished Business A. STV instead of FPP for members meeting votes Ben Laurie proposed this. It was generally agreed that STV was the preferred mechanism. Ben was tasked with informing members of the benefits of STV and getting/coordinating feedback from them. Executive summary: each voter lists all the people they want to see elected in order of preference. Excess votes for people who have already reached their quota (i.e. enough votes to ensure election) and also for the candidate with the least votes are redistributed to lower-numbered choices. Process is repeated until the required number are elected. http://www.electoral-reform.org.uk/votingsystems/stvi.htm 9. New Business The following proposal was offered by the Jakarta PMC Chair: Pending further investigation, that commit priv's, ASF wide, for Peter Donald be placed on suspension for a period of up to 90 days at the request of the Jakarta PMC Chair. By Unanimous Vote, the proposal was Approved. Sam has been tasked, as ASF Director, to contact Peter Donald and all affected PMCs, regarding this item. 10. Announcements Brian noted that bandwidth costs are continually decreasing. He ask the board to consider whether having the ASF web infrastructure under Collab.Net still makes sense. Brian noted that he has been in discussion and preliminary negotiations with other bandwidth providers regarding a possible co-location move. 11. Adjournment Adjourned by 8:50pm PDT -0800. ============ ATTACHMENTS: ============ ----------------------------------------- Attachment A: Status report for the Fund-raising committee Members of the fund raising committee: Ken Coar Justin Erenkrantz Lars Eilebrecht Roy Fielding Jim Jagielski Sally Khudairi Chuck Murcko Fundraising methods to be explored: 1) Jinx deal and further deals with other vendors we need to get more professional with vendors in general 2) Approaching companies - Sun, IBM, etc. via contacts getting on 501c3 donation budgets 3) Charel - suggests training opportunities with BlackHat 4) Merchant bank account, Paypal - Jim to look into these 4a)Online donations - hosting our own secure donations page 5) Federal/State/Local grants 6) Resale of bronze feathers at bsdaemon? Australian outfit 7) Conferences 8) Additional ideas - talk to the Python guys, Barb Helmkamp, and other groups Self-sustaining income/infrastructure - easily $250-300k/year We should target a $100k/year *minimum* goal in the first year IRS homework on tax-exempt orgs needs to be done - Chuck General rules for 501(c)3: 80/20 rules for small/large contributors' donations Companies are free to donate equipment, etc. accounting counsel - primary contacts - Hanigan Bjorkman Ecklund LLP legal counsel - Duane Morris, Cooley, etc. CopyLeft is dead, nonexclusive deal ----------------------------------------- Attachment B: Status report for the XML Project * what code releases have been made? [since the last report] Axis 1.0, 1.0rc2 Xerces-J 2.2.1, 2.2.0 Xalan-J 2.4.1 Xalan-C 1.4 xml-commons-resolver 1.0 Forrest 0.2rc1 * any legal issues to bring to the board? none * any cross-project issues that need to be addressed? The whole ASF reorg will definitely have an impact on xml.apache.org. * any problems with committers, members, etc? none * plans and expectations for the next period? A reorganization of xml.apache.org seems likely. * etc (your own thoughts on what is important would be helpful!) After the members meeting at ApacheCon, I think that xml is going to change quite a bit. I was away travelling for 5 weeks, and it's taken me a while to catchup with what's been happening in reorg@ and community@. ----------------------------------------- Attachment C: Status report for the HTTP Server Project To the best of my knowledge all activities within the HTTPD PMC are well within the scope of the foundation's mission. The PMC was sad to see the departure of two it's members recentl. Ryan declared himself emeritus in HTTPD, while Randy declared himself emertitus in regards to the foundation. They will be missed. Long overdue, you will find attached a resolution which will reconstitute the PMC to bring it in synch with it's current invited membership of 40. In addition we have 8 emeritus members and 29 committers. Many of these committers have commit rights to the http-test and other smaller CVS modules. ----------------------------------------- Attachment D: Status report for the Perl Project perl status report: all good. for details, see previous report, not much has changed since. ----------------------------------------- Attachment E: Status report for the DB Project Things are pretty much in a state of hibernation at the moment. Between Maven and the Day Job(tm) I've got zero time currently. All of the other PMC members seem to be in the same boat. Geir takes on more responsibility daily, John McNally is more than busy with Scarab, Thomas with OJB and Rodney with the day job. None of the projects are suffering because db.apache.org isn't up and I don't really see it as a problem though I saw that you and Sam don't like it much. I would rather wait until myself or someone else has the time to do it right. I figure I'll let one of the other projects get off the ground, like Avalon, then I'll steal their charter and guidelines :-) My priority is work and Maven and I won't even attempt db.apache.org until Maven is 1.0. So if this is unacceptable for some reason then I will follow whatever course of action you suggest. ----------------------------------------- Attachment F: Status report for the Commons Project Ken reported that the Commons Project was progressing well. There were discussions regarding the "fragmented" community and how this maps to PMCs in general. There was also questions regarding commit access and how "transferable" is it, or should be, among ASF projects and sub-projects. It appeared to be commonly accepted that Commons should be language agnostic. ----------------------------------------- Attachment G: Status report for the Incubator Project The ASF Incubator Project has been spending the few short weeks since its inception boot strapping itself into existence. Most work has been done on the website for the project (incubator.apache.org). This effort also serves as a valuable lightning rod to focus energies on the core reasons for the Project to exist; things like "What are the exact core procedures that ASF projects should follow;" "What do we mean by 'A Veto';" and the like. Although the terms are used a lot within the ASF, it's clear that there might be some differences in the exact meaning behind them. By creating a web entity that clearly defines these terms and ideas, the Project will be in a much better position to handle the candidate projects that will come in (and craft the required Bylaws before we can do that). In essence, in documenting things, the Incubator is better able to be the mediator and the common ground among all ASF entities. It seems that, in general, the need for an ASF Incubator Project, as well as a desire for one (within and without the ASF) was based in reality. OpenORB and 'Rabbit' (from Peermetrics) will likely be the 2 initial products handled by the Incubator. Certainly it would be nice to have been able to "immediately" start accepting new products, but taking the time to create the foundation (no pun intended) and framework required is the right course of action before subjecting candidate products to what could be a painful (but most likely short) "learning" curve. ----------------------------------------- Attachment H: Status report for the Security Team Ben reported that things are moving slightly slowly. Currently, the team is getting the liasons added from each ASF PMC, project and subproject. ----------------------------------------- Attachment I: Status report for the Jakarta Project Sam reported that Jakarta is a "holding pattern" due to the "wait and see" on what the reorg will look like. __________________________________________________________ End of minutes for the 18 Nov 2002 board meeting.