Apache Corporate Governance - Board Charter
This Charter outlines the ASF Board's operating procedures to ensure the transparent and effective governance of the Foundation and its open-source communities.
1. Purpose
The Board of Directors ("the Board”) of the Apache Software Foundation (“The ASF”) provides strategic leadership, legal stewardship, and fiduciary oversight of the Foundation in accordance with its mission: to provide software for the public good by supporting collaborative, community-driven open-source software projects.
This Charter (could also be referred to as a guide) outlines the roles, responsibilities, structure, and operational procedures of The Board in fulfilling its governance obligations. Where there is a conflict between this document and the ASF Bylaws, the ASF Bylaws have precedence.
The Board is committed to transparent and accountable governance, operating openly in accordance with ASF’s values and mission to serve the public good.
2. Authority
The Board derives its formal authority from the ASF Bylaws, the laws of the State of Delaware as a corporation, and the Foundation’s status as a 501(c)(3) nonprofit public charity under U.S. tax law. The Board acts in the service of the public interest as described in filings with the IRS. The Board members are personally indemnified to the fullest extent permitted by law and the ASF Bylaws for actions taken in good faith within the scope of their duties.
3. Responsibilities
While the Board has traditionally taken on many activities, described below, its formal legal responsibilities fall only in the realm of ensuring that all actions of the organization are in furtherance of its non-profit mission. Nonetheless, the responsibilities here are described as expected.
3.1 Governance and Legal Oversight
- Ensure compliance with applicable laws, regulations, and ASF Bylaws.
- Provide oversight of all ASF projects to ensure they operate within ASF's mission and principles and follow ASF policy. Review quarterly project reports to monitor project status and support oversight.
- Perform their fiduciary duties as required by their moral, ethical, and legal responsibilities.
3.2 Financial Oversight
- Oversee the Foundation’s financial health and risk management.
- Approve budgets, major expenditures, and financial reports.
- Set parameters for sponsorship and fundraising efforts.
3.3 Strategic Direction
- Define the ASF’s long-term vision and organizational priorities, and review activities in light of this vision.
3.4 Organizational Oversight
In rare circumstances, the Board may:
- Replace a PMC chair or make changes to a PMC’s membership when a project is not operating within ASF policy or in the best interest of The Foundation.
- Disband or retire projects and committees that no longer have sufficient PMC oversight, operate outside of ASF policy, or are no longer needed.
- Overrule the decisions of Executive Officers, including the President.
3.5 Community and Public Engagement
- Represent The ASF in public forums and external relationships.
- Promote the values of open source and the mission of The ASF.
4. Composition and Election
- The Board consists of nine Directors, elected annually by the ASF Members.
- Directors serve one-year terms, with no term limits.
- The election is conducted using the single transferable vote, a form of preferential voting.
4.1 Board Member Expectations
Board members should have the skills, experience, and commitment to support ASF’s mission. They must understand open-source principles, work well with others, and dedicate time to meetings and decision-making.
4.2 Other Officer Roles
Board Chair
- Sets the agenda for Board meetings in collaboration with other Directors and Officers.
- Presides over Board meetings to ensure orderly conduct of business and facilitates effective decision-making.
Secretary
- Maintains accurate and timely records of Annual meetings, Board meetings, including Board and project reports and decisions.
- Maintains accurate records of contributors who submit ICLAs, CCLAs, and Software Grants.
- Maintains accurate records of Member applications and Emeritus applications.
- Maintains action items arising from Board meetings to Board members, Officers, or committees.
Vice Chair
- Serves as acting Board Chair in the Chair’s absence or unavailability.
- May assist the Chair in carrying out their responsibilities.
See ASF office roles for more details.
4.3 Role of the President
The ASF President is an officer appointed by The Board who is responsible for the day-to-day operations of The Foundation. The President’s responsibilities include:
- Implementing the strategic direction set by the Board.
- Managing and coordinating the activities of other officers and board committees, and ensuring alignment with ASF policies.
- Representing the Foundation in external engagements, when appropriate.
- Reporting monthly to the Board on operational matters, risks, and opportunities.
4.4 Inclusive Leadership
The Board encourages diverse representation and inclusive participation in leadership, reflecting ASF's global community and values.
5. Meetings and Decision-Making
- The Board holds monthly meetings, guided by a published agenda available to ASF Members and Officers.
- Meetings typically last up to one hour, with most discussion and preparation conducted asynchronously in advance.
- Quorum and voting procedures are governed by the ASF Bylaws.
- The Board may move the meeting into executive session for consideration of confidential or personnel issues.
- ASF project chairs and Members are welcome to attend meetings, except during executive sessions.
- Board and project reports are made publicly available to promote transparency, excluding content from executive sessions.
- Reports are typically reviewed and approved for publication at the next Board meeting.
5.1 Optional Board Face-to-Face Meetings
- In addition to monthly virtual meetings, the Board may hold optional in-person meetings to support deeper strategic discussions or address significant matters.
- These meetings are typically held once per year, often scheduled around a conference or event where a majority of Directors are expected to be present.
- All outcomes and decisions from face-to-face meetings are documented and shared with the ASF Membership.
6. Conduct and Accountability
6.1 Expectations of Conduct
Board members are expected to:
- Act in the best interest of The Foundation.
- Uphold the ASF’s Code of Conduct policies.
- Annually sign the Conflict of Interest Policy to disclose any potential conflicts and affirm their compliance.
- Maintain confidentiality where required.
- Behave professionally and respectfully toward fellow Directors, Officers, Members, and the public.
6.2 Reporting Misconduct
Concerns regarding a Board member’s conduct may be submitted to:
6.3 Conflict Resolution
The Board aims to resolve internal disagreements in a constructive and collaborative manner.
6.4 Leadership Continuity
The Board is responsible for planning leadership continuity to ensure effective governance and smooth transitions. This should be accomplished via mentoring, onboarding, and knowledge transfer.
7. Delegation and Committees
- The Board may delegate responsibilities to Officers, PMCs, or committees.
- All delegations must be documented and consistent with ASF Bylaws.
8. Review and Amendment
- This charter should be reviewed annually by the new Board following the election.
- Significant amendments should be reviewed by the Board and discussed on the Board mail list.
9. Public Availability
This Charter shall be publicly available on the ASF website.
10. Definitions
- ASF (The Apache Software Foundation) – A U.S.-based 501(c)(3) nonprofit organization supporting open-source software projects for the public good.
- Board (Board of Directors) – The elected governing body responsible for strategic oversight, legal compliance, and fiduciary responsibility of the ASF.
- ASF Member – An individual granted membership status by the ASF, with voting rights on matters such as Board elections.
- ASF Officer – An individual appointed by the Board to carry out executive or operational responsibilities (e.g., President, Treasurer, Secretary).
- PMC (Project Management Committee) – A team responsible for the oversight and management of an ASF project. Each PMC operates within the ASF policy and reports to the Board.
- PMC Member – An individual who is part of the official governing body for a specific ASF's project to oversee the project's vision, community, and releases.
- Chair (PMC Chair) – A member of a PMC appointed by the Board to serve as the liaison between the project and the Board.
- The Foundation – Refers to the Apache Software Foundation as a legal and organizational entity.
- Executive Session – A confidential portion of a Board meeting during which sensitive or personnel-related matters are discussed without guests or non-Board members being present.
- Conflict of Interest Policy – An ASF policy requiring individuals to disclose potential conflicts to ensure decisions are made in the Foundation’s best interest. A potential conflict of interest can exist where it could be perceived, or appears, that an official's private interests could improperly influence the performance of their duties, whether or not this is in fact the case.
11. Disclaimer
This Charter is a reference document describing the current roles, practices, and expectations of the ASF Board. It does not establish policy or carry binding authority. Formal policy is set through Board resolutions, bylaws, or documented procedures.
