The Apache Software Foundation Board of Directors Meeting Agenda November 1, 2009 1. Call to order The meeting was scheduled to start at 2:00pm (Pacific) and began at 3:06pm when a sufficient attendance to constitute a quorum was recognized by the chairman. The meeting was held at the Ovid winery, St. Helena, CA, USA. 2. Roll Call Directors Present: Shane Curcuru Doug Cutting Justin Erenkrantz Roy T. Fielding Jim Jagielski Geir Magnusson, Jr. Brett Porter Greg Stein Directors Absent: Brian McCallister Officers Present: Paul Querna Sam Ruby Noirin Shirley Sander Striker Officers Absent: none Guests: none Jim thanked Doug for making the arrangements for this meeting. Literally everybody enthusiastically seconded this sentiment. 3. Special Orders A. Establish the Apache Community Development Project 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 coordinating community development efforts. NOW, THEREFORE, BE IT RESOLVED, that a Project Management Committee (PMC), to be known as the "Apache Community Development Project", be and hereby is established pursuant to Bylaws of the Foundation; and be it further RESOLVED, that the Apache Community Development Project be and hereby is responsible for helping people become involved with Apache projects; and be it further RESOLVED, that the office of Vice President, Apache Community Development Project, 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 Community Development PMC, and to have primary responsibility for management of the projects within the scope of the Apache Community Development project; 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 Community Development Project PMC: * Ross Gardler * Luciano Resende * Santiago Gala * Bertrand Delacretaz * Ted Dunning * Noirin Shirley NOW, THEREFORE, BE IT FURTHER RESOLVED, that Ross Gardler be appointed to the office of Vice President, Apache Community Development Project, 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 Community Development PMC be and hereby is tasked with the creation of a set of bylaws intended to encourage open participation in the Apache Community Development Project. Special order 3A, establish the Apache Community Development Project, was approved by Unanimous Vote of the directors present. Furthermore, the board requested that this PMC take over the stewardship of the community@ and women@ mailing lists. 4. Discussion Items Justin informed the board that he has appointed Philip M. Gollucci to VP, Infrastructure, replacing Paul Querna. A. Restructuring the PRC? Jim indicated that he would like to discuss this one first. Shane would prefer to meet with the people involved at ApachCon and to be given an opportunity to present their proposal at the next board meeting in November. Jim would prefer to give some guidance so that the PRC doesn't produce recommendations that the board would not be predisposed to accept. Shane intends to present resolutions at the next board meeting to dissolve the PRC and to create new, smaller committees, and he believes that this will likely meet with the board's approval. Sander asked if we really need a committee, wouldn't an officer do? Noirin feels that such an approach would squelch discussion. Many (including Roy, Sander, Justin) felt that committees don't respond in a timely fashion, and this is necessary for matters such as PR. Doug argued that trademark approval and website presence are two distinct tasks, the former can be modeled after how the current Legal Affairs Committee approaches problems. Justin argued that trademark issues are somehow "softer" and more subjective than legal issues. Sam pointed out that legal policy issues are often very subjective. Greg asked whether reorganization would solve the problem. Sander indicated that historically, the overlap in personnel was nearly 100%. Sam stated that he didn't believe that reorganization will solve anything, the fundamental issue is personality issues. Geir suggested that Shane delegate. Greg and Roy indicated that board committees can't delegate. Jim and others discussed how it could work, with the VP of PRC having oversight. Justin was concerned that this created a new level of oversight. Greg feels that we have learned from the umbrella projects in the past. Jim and Sander felt that flowing the coordination of, e.g., sponsorship and communication, through the board wouldn't be timely. Justin indicated that delegating the creation of the budget would have addressed a number of the issues we had in the approval of the budget last go around and suggested that going forward that groups like the PRC propose initial drafts of budgets. Sander is particularly concerned about the time sensitivity of PR issues. Roy indicated that the way to solve this is to not have PR be done by a committee. Jim named an individual who would be excellent at this. Roy suggested that the board create the organization structure, and let Shane staff it. Shane felt that it would be more efficient if the people who staffed it provided input first. Doug suggested that the board should provide a first draft. Justin feels that the board already has the input it needs to make a decision. Shane noted that there are other items on the agenda, and suggested that we move on. Sander made it clear that this needs to be solved by the November meeting. Shane agreed to this deadline. B. Subversion contribution Greg asked if the board would be OK with PR prior to acceptance. Justin indicated that it was important as it would allow the ASF more control over the message. Doug and Geir felt uncomfortable with setting precedent. Sam asked if there was a general policy for granting such objections? Noirin feels uncomfortable with the board imposing this. Roy noted that this is an exception that might make sense in general for large, well known, and preexisting open source projects. Sam asked whether SpamAssassion could have fallen under such a criteria, and Greg, Justin, and Noirin concurred. The board agrees that the proposed contribution of Subversion to the ASF would be such a significant event, but leaves it to the Incubator to decide if a waiver is appropriate as the board does not want to interfere with the workings of the incubator. C. Budget Justin/Paul requested $18K to cover converting Gavin's sysadmin position from a part time to a full time position. Geir asked why this was a surprise, and Paul confirmed that this has ended up being a larger task than was originally anticipated. Greg asked what the year to year commitment would be. Essentially this makes the sysadmin personnel budget to be approximately $150K a year. Sander asked whether there will likely be another request in six months to a year for yet an additional half-person. Paul indicated that he didn't think so. Sander is concerned about burn-out. Greg asked whether this was an indication that we did not have the right people for the job, or whether the job is simply too big, and the general consensus was that the nature of the job requires this level of effort. D. Future of ApacheCon? Noirin asked what does the board want? Geir noted that Hadoop World was larger than ApacheCon. Roy felt that was weird as he felt that ApacheCon contained Hadoop, and therefore should draw more people. Others felt that event focus was a feature to some attendees. Noirin would like to see Concom running project-specific conferences like Hadoop World, and focused multi-project conferences (for example, "Lucene & Friends"), in conjunction with project communities. Noirin believes that ApacheCon does bring in both money and contributors. Noirin noted as an issue that PMCs don't know whether or not they need to get ConCom's approval when running events using ASF project names, so they don't. Justin indicated that he has a problem with third parties running conferences centered around Apache software. Doug sees this similar to third parties shipping our code, which the ASF not only allows but encourages, and therefore not a concern. Justin indicated that he felt that the Hadoop PMC was involved with Hadoop World based on the fact that a significant percentage of the Hadoop PMC members presented at Hadoop World. Justin reiterated displeasure with the notion of PMCs being involved in conferences concerning Apache software without involving ConCom. Noirin asked for an up or down vote: keep ApacheCon in the current form or can it? Straw poll: 3 to 3. Noirin rephrased the poll to see if the board supported the notion of a have a broad spectrum conference at all? Straw poll: 4 to 3. Doug asked if there was interest in running more focused conferences? Straw poll: 6 to 0. Roy feels that the ASF should not be in the business of producing conferences -- preferring the existing model where conference companies produce conferences and the ASF contracts with these companies. Justin notes that events creates confusion about sponsorships. Some companies prefer to sponsor the foundation, others prefer to sponsor individual events, some are OK with splitting. Jim suggested that the ASF should invest more of the ASF sponsorship money towards conferences organization, etc. Doug felt that was risky. Jim is sure that we can (and have before) easily find companies to help us produce very focused (1 or 2 ASF project related) conferences (eg: (Apache) Hadoop World), so that doesn't seem to be an issue. The main issue is what how to best support those ASF projects that lack a "sugar daddy" company (or companies) that will pick up the ball and do that kind of event. Does the ASF have any responsibility or desire to help *those* ASF projects? If so, then the only way he can see that happening is via us continuing an ApacheCon-like event for their benefit. Jim doubted that companies that produce conferences would continue to be interested in Apache-wide conferences. Roy noted that this solves the sponsorship issue -- e.g., there would be no confusion between contributing to Hadoop World vs the ASF. Justin continues to be concerned with third parties creating conferences around ASF software. Sander is concerned that if we don't have an ApacheCon, we will lose the benefit of cross-pollination. Geir asked if the cross-pollination is measurable? Noirin indicated that she has a lot of anecdotes. Geir asked if the ASF could do a summit or such instead of having talks, and Noirin asked how many people were planning on coming to the upcoming Apache retreat, and got a few non-committal answers; the conclusion being that structured conferences with prepared talks seem to be more effective for the ASF in terms of attracting a diverse set of participants. She also noted that broader focused events historically have attracted a greater percentage of female participation than more tightly focused events. E. Officer appointments This previously was deferred to December, but Greg made a proposal that the board set up the expectation at the next election that future boards will have a F2F each August, and would appoint Exec Officers in September. He further proposed that the current board plans to make officer appointments at the next board meeting in November, after issuing a call for officer nominations to members@. Jim agreed. I could not gauge the sentiment of the room as the group was in the process of preparing to adjourn, but I did not hear any objections to either proposal. F. Executive Director/Assistant? Deferred. G. Mission/Vision of ASF? Deferred. 5. Review Outstanding Action Items Deferred. 6. Unfinished Business Deferred. 7. New Business Deferred. 8. Announcements Deferred. 9. Recess The meeting recessed at 5:35 Pacific Time. The meeting resumed at 4:53 Pacific Time on Tuesday, Nov 3. Attendance included Jim, Doug, Geir, Sam, Noirin, Shane, Roy, Greg, Justin, and Brett. 4. Discussion Items (resumed) A. Restructuring the PRC? Roy indicated that the PRC is not making decisions, because there are no recorded minutes. Sam asked if the Legal Affairs Committee is making decisions. Roy indicated yes, as there is a paper trail, via JIRA and the web site. Jim suggested that the PRC be restructured as either a President's committee or a PMC. Roy indicated that it really isn't a problem as no one is objecting. Jim indicated that previously the PRC and the Legal Affairs Committee were board committees as they make policy which is the purview of the board. Jim asked if there was anything Shane would likely propose that the board would say no to. Roy indicated that if Shane were to propose significantly exceeding the current budget envelope. Justin mentioned that if Shane were suggest a committee instead of an officer that would cause concern. Shane mentioned that nominating officers that have a perceived conflict of interest would also cause concern. Jim noted that we were talking about theoreticals and need to focus on guidance. Justin believes that we have a working model with a VP of infrastructure. Shane believes that PR is fundamentally different. Justin and Shane agreed to disagree for the moment. Shane believes that it is important to grow new leaders. D. Future of ApacheCon? Jim asked if board support the idea of having a broad focused event. Roy noted that nobody would object to the question as asked. Jim asked if we should focus on having large (hotel based) events, or on smaller meetups. Shane and Brett expressed support on smaller meetups. Doug felt it was worth distinguishing between outward focused events and inward events (things like retreats). Geir questioned whether it made sense to do inward focused "How Apache Works?" sessions. Doug suggested that inward focused events so focus on doing work (e.g., "hackathons"). Jim suggested that we should revisit ideas of co-locating with an OSCON-like conference. Noirin posed the question as to whether the ASF would be willing to give up control over the content of conferences. Jim suggested that the "heyday" of large conferences are gone, and we need to change (give up control). Doug indicated that our needs for inward and outward conferences are in conflict. Justin wondered whether both styles of conferences should be done at arms-length. Doug believes that we need to have inward facing conferences which are run by the ASF. Justin wondered if we had a financial limit on what types of conferences we are willing to run. Noirin indicated that such costs would actually be higher as conferences are currently a profit center, the ASF would not only be paying for expenses, it would be giving up a profit opportunity. Jim noted that as ApacheCon "cannibalizes" our ASF sponsorship funds, the ASF wouldn't actually lose all of that revenue, and overall the ASF would gain more than it would lose. Roy noted that we are lost in details here. Jim asked for a show of hands for people who agree that the current ApacheCon structure be continue... large hotel, broad focus, etc. Seven -1's, and one +0. Noirin indicated that there are signed contracts... should the ASF honor these. The consensus was to execute on the existing contracts, but not renew. Greg indicated that folding into an existing large conference is a distinct possibility. Noirin is concerned that that would be perceived as Apache turning into an US event. Justin indicated that we could continue our inward focused activities. Greg suggested that the ASF could place a significant number of these events in Europe. Noirin asked: "Who is going to do it?". Justin believes that we need a full time events planner on staff. Noirin indicated that she would be happy with that. Roy indicated that if a group of people want to do that, they should form a conference company -- that's not what the ASF is good at. Roy noted that he spent the first four years of the foundation saying to people that the reason for the success of the ASF was that the ASF doesn't do marketing. Jim noted that people were looking to Roy and the ASF for info about what the ASF was doing and how we were doing it, and further noted that during the time the ASF was supposedly "anti-marketing" we still had ApacheCon which did promote the ASF and its projects. Roy mentioned that there are conference companies that have been hugely successful in creating large, well marketed, international conferences (and mentioned RailsConf as an example). Justin mentioned Doug's split of inward facing vs. outward facing conferences again, and Roy said he was in support of hackathons at universities. Jim said that the cost (in terms of ASF time expended) vs the benefit has changed in the past ten years... for a few hundred attendees... what we have now is a net loss in terms of effort expended versus overall value. Geir asked if Noirin got enough feedback. Noirin would like to hear more feedback on Justin's suggestion that we hire an organizer. Some support for a single event hiring, but nobody outside of Justin was supportive of a standing position at this time (Shane's position was merely that we aren't there yet, but thought this was a good direction to head). Greg and Geir thought the right approach was "thanks for volunteering!" responses to people who wanted a local conference. H. Appointing a chair Jim asked if anybody was opposed to having this item being discussed at this time. Greg indicated that he was opposed, he wanted to see a slate of candidates. Roy indicated that every potential candidate was in the room. Sam noted that Brian was not present. It was agreed that all positions will be decided in November. 10. Adjournment The meeting adjourned at 6:05 Pacific Time on Tuesday, Nov 3. ============ ATTACHMENTS: ============ ------------------------------------------------------ End of minutes for the November 1, 2009 board meeting.