The Apache Software Foundation Board of Directors Meeting Minutes August 28, 2012 1. Call to order The meeting was scheduled for 9:00am (Eastern) and began at 9:01 when a sufficient attendance to constitute a quorum was recognized by the Chairman. The meeting was held in person at Adobe's offices in McLean, VA. Thanks to Adobe for hosting the meeting. 2. Roll Call Directors Present: Rich Bowen Doug Cutting Bertrand Delacretaz Roy T. Fielding Ross Gardler Jim Jagielski Brett Porter Sam Ruby Greg Stein Executive Officer Present: Craig L Russell 3. Schedule 9am to Noon: Executive Session Noon: Hosted Lunch on site Noon to 5pm: ASF Members, Officers, and invited guests may attend 4. Special Orders A. Executive Officer Appointments Chairman Vice Chairman President Executive Vice President Treasurer Secretary The Treasurer and Secretary are responsible for appointing their Assistants, with input and advice from the Board. Sam is (constantly) looking to be replaced in his many positions, but is willing to continue as long as there are no qualified volunteers. Sam has been caretaker as Treasurer but has not much experience. Chris Mattmann has loaded the books into Quicken and has expressed interest in becoming the Treasurer. He was appointed perforce. Hadrian has been active in looking at the books and will manage the audit, separate from the office of Treasurer. Craig L Russell has tried to get assistants to take up some of the workload of Secretary, with the intent to appoint an assistant, and eventually be replaced once the assistant is comfortable in the role. But to date none of the volunteers has done more than subscribe to the secretary mail alias. Regarding the EVP role: is it necessary? The bylaws require it; the EVP acts for the President in his absence; there is no other defined task, and there is normally nothing to do. What about a board member taking EVP? Some in the membership want to have fewer board == executive officer appointments, and have expressed that the President should act as a non-voting director. It is an advantage to have the EVP be the face of Apache in different time zones. Ross Gardler volunteered and was appointed as the EVP. Greg noted that the Vice Chair title is useful for fundraising. He was appointed as Vice Chair. The Vice Chair should be added to the chairman@ alias. The EVP should be added to the president@ alias. The Board unanimously approved the executive officer appointments: Chairman Douglass Cutting Vice Chairman Greg Stein President Jim Jagielski Executive Vice President Ross Gardler Treasurer Chris Mattmann Assistant Treasurer Sam Ruby Secretary Craig L Russell Assistant Secretary Sam Ruby 5. Discussion Items A. Set deadline for receipt of OSI Affiliate Agreement. Apache became an affiliate of OSI in 2011 with the expectation that the role of affiliate would be more clearly defined. Since then, there has been very little progress on defining the roles. At minimum, affiliates need to be involved, and ideally approve, public policy positions of OSI. There can be advantages to Apache from an affiliation with OSI. For example, OSI can make statements regarding public policy that Apache would endorse, but as a 501(c)(3) charity, cannot. Once the formal affiliate role is defined, Apache should appoint a VP, OSI to manage the relationship. In order to move the affiliate process along, we should make a request to OSI to formalize the affiliate program by the face-to-face meeting of OSI in November. B. Further discussion on travel budgeting. Ref: Larry Rosen's suggestion to make this a President's function. This is a good idea. Jim and Ross agreed to draft a policy for approval by the board. Interim, requests for travel should be sent to president@ for approval. Jim and Ross will draft the policy for travel. C. Executive Director (ED) Roy: We need to manage contractors (infra, press, apachecon); we might consider hiring an ED. Many, possibly most, foundations delegate running the foundation to an ED. The ED sets policy and implements the policy with minimal direction from the board. Apache is on the other end of the continuum, with the board very involved in setting policy, and volunteers taking responsibility for running operations. Jim, as President, would like to take more responsibility, such as: manage books to pass an audit; manage contractors; manage fundraising; manage contractors in different countries. Greg would want ED to be a member to avoid not understanding how Apache works. Consider growth; once we have a 6th contractor, we should consider an ED. Basically the foundation runs smoothly day-to-day, but what happens with unusual situations that come up? Greg suggests we cannot delegate more to Jim because he isn't paid. Perhaps an ED could be better at managing people as a paid employee. Bertrand offers that looking at what we envision the ED doing, it seems like a COO or Director of Operations title would be more appropriate. Sam doesn't see the problem; we have plenty of member/volunteers to cover the tasks that need to be done. In future, if we run out of bandwidth, we can reconsider. If the board agrees to create an ED position in future, we would probably look at someone who executes the strategy set by the board and members, not at someone who sets the direction of the foundation, as an ED might be expected to do. Meanwhile, we will create an operations@ mail list to discuss non-project items needing President attention or coordination, and make President responsible for concom, press, infra, fundraising, bookkeeping, trademark, travel assistance board reports. This brings the President's role closer to an ED/COO role, and should help delegate some or all of our operations management tasks to a hired ED should the need arise. D. Infra The board would like infra to make it easier for new committers to understand how it works and to set expectations, e.g. setup for podlings; setup for graduation; how to request service (JIRA ticket, IRC, email to infra, infra-private, infra-dev?) Sam's preference is for JIRA for most items that aren't already automated The board meeting was recessed at 12:05 and reconvened at 12:53. Afternoon Guests Present: Kevin A. McGrail E. ApacheCon As discussed on concom, the goal is to get as many Apache committers to attend as possible, with a financial exposure of 20,000 - 30,000 EUR. SAP requested a focus on getting university student attendance. The first sponsor is lined up, with other potential sponsors expressing interest. There are variable costs of approximately 220 euro per head, for meeting space and food. No evening events are currently organized, but more sponsors == more events. The venue can handle 450 but local hotels are limited to 250 Thus far, 8 committers have bought tickets. It looks like with 150 subsidized tickets, Apache's exposure is 25,000 euro assuming that no tickets are sold at full price and we get no sponsors. Should concom be disbanded? At least wait until ApacheCon NA is done. Prepare an omnibus resolution for September board meeting changing status of PMC's identified above as President's committees. F. Apache OpenOffice podling needs some guidance The board feels that the AOO PPMC is not yet operating as a PMC should. The concerns are primarily with the ability of the PPMC to self-police its members' behavior on-list. Ross will draft a note to ooo-private with board's concerns. AOO has requested releasing binaries as official Apache releases. Flex has also requested signed binaries. Roy suggests: (P)PMC approves a source release. Infra then can build and sign binary releases. The board may approve this if properly reviewed. Jim will send a message to committers@ regarding binaries signed by Apache. Sam will make committers@ archived publicly with a public URL for each message. 6. Review Outstanding Action Items 7. Unfinished Business 8. New Business 8A. Establish the Apache Any23 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 the creation and maintenance of open-source software, for distribution at no charge to the public, related to automatic crawling, parsing, analyzing, producing, validating and converting RDF (Resource Description Framework) data; NOW, THEREFORE, BE IT RESOLVED, that a Project Management Committee (PMC), to be known as the "Apache Any23 Project", be and hereby is established pursuant to Bylaws of the Foundation; and be it further RESOLVED, that the Apache Any23 Project be and hereby is responsible for the creation and maintenance of software related to automatic crawling, parsing, analyzing, producing, validating and converting RDF (Resource Description Framework) data and be it further RESOLVED, that the office of "Vice President, Apache Any23" 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 Any23 Project, and to have primary responsibility for management of the projects within the scope of responsibility of the Apache Any23 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 Any23 Project: * Lewis John McGibbney * Paul Ramirez * Simone Tripodi * Tommaso Teofili * Davide Palmisano * Giovanni Tummarello * Michele Mostarda * Reto Bachmann-Gmü * Szymon Danielczyk * Andy Seaborne * Peter Ansell NOW, THEREFORE, BE IT FURTHER RESOLVED, that Michele Mostarda be appointed to the office of Vice President, Apache Any23 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 Apache Any23 Project be and hereby is tasked with the migration and rationalization of the Apache Incubator Any23 podling; and be it further RESOLVED, that all responsibilities pertaining to the Apache Incubator Any23 podling encumbered upon the Apache Incubator Project are hereafter discharged. Special Order 8A, Establish the Apache Any23 Project, was approved by Unanimous Vote of the directors present. 8B. Establish the Apache Oozie 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 the creation and maintenance of open-source software related to a system for managing and scheduling workflows that run different types of Hadoop jobs (such as MapReduce, Pig, Hive and Sqoop) as well as system specific jobs (such as Java programs and shell scripts) 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 Oozie Project", be and hereby is established pursuant to Bylaws of the Foundation; and be it further RESOLVED, that the Apache Oozie Project be and hereby is responsible for the creation and maintenance of software related to a system for managing and scheduling workflows that run different types of Hadoop jobs (such as MapReduce, Pig, Hive and Sqoop) as well as system specific jobs (such as Java programs and shell scripts); and be it further RESOLVED, that the office of "Vice President, Apache Oozie" 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 Oozie Project, and to have primary responsibility for management of the projects within the scope of responsibility of the Apache Oozie 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 Oozie Project: * Alan Gates gates@apache.org * Alejandro Abdelnur tucu@apache.org * Andreas Neumann anew@apache.org * Angelo Huang angeloh@apache.org * Chao Wang brookwc@apache.org * Chris Douglas cdouglas@apache.org * Devaraj Das ddas@apache.org * Harsh Chouraria harsh@apache.org * Mayank Bansal mayank@apache.org * Mohammad Islam kamrul@apache.org * Virag Kothari virag@apache.org NOW, THEREFORE, BE IT FURTHER RESOLVED, that Alejandro Abdelnur be appointed to the office of Vice President, Apache Oozie, 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 Oozie 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 Oozie Project; and be it further RESOLVED, that the Apache Oozie Project be and hereby is tasked with the migration and rationalization of the Apache Incubator Oozie podling; and be it further RESOLVED, that all responsibilities pertaining to the Apache Incubator Oozie podling encumbered upon the Apache Incubator Project are hereafter discharged. Special Order 8B, Establish the Apache Oozie Project, was approved by Unanimous Vote of the directors present. 9. Announcements On behalf of the Board, Doug thanked Adobe for hosting this meeting. 10. Adjournment Adjourned at 2:55 PM