The Apache Software Foundation Board of Directors Meeting Minutes November 7, 2011 1. Call to order The meeting was scheduled for 9:00am (Pacific) and began at 9:23 when a sufficient attendance to constitute a quorum was recognized by the chairman. The meeting was held in Microsoft's Offices at 1111 W. Georgia, Suite 1100 (11th floor) Vancouver, BC, Canada. Thanks to Microsoft and Gianugo Rabellino for hosting this meeting. 2. Roll Call Directors Present: Shane Curcuru Doug Cutting Bertrand Delacretaz Roy T. Fielding Jim Jagielski Brett Porter Lawrence Rosen Sam Ruby Greg Stein Officers Present: Craig L Russell 3. Special Orders A. Executive Officer Appointments The executive officer appointments: Chair: Doug Cutting Vice Chair: Greg Stein President: Jim Jagielski Executive Vice President: Noirin Plunkett Vice President Infrastructure: Sam Ruby Secretary: Craig L Russell Assistant Secretary: Sam Ruby Treasurer: Geir Magnusson, Jr. 4. Discussion Items (Item identifiers are from the agenda, reordered by priority) 4E. Managing ASF staff How can ASF be more effective at managing its staff? Apache needs to be careful managing the staff since they are all paid contractors. Labor laws regulate the manner in which contractors are managed. If we cross specific lines, staff are no longer contractors but employees, which has significant impact on management. Planning for performance reviews? Performance of contractors needs to be reviewed when the contracts are renewed. Setting performance expectations? Performance expectations should be part of the contracts. If people don't perform to expectations they should be let go. Since most contractors are managed by volunteers, there's not much time and energy for helping poorly performing contractors to improve. How do we set fair salaries for work performed? There was significant discussion on giving bonuses for outstanding performance (a good thing) and for year end (not such a good thing). Contractors are expected to put in extra work when unexpected situations arise (c.f. denial of service attack) and when they perform well under these circumstances, may be due a bonus. Contractors with a dual role (contractor plus volunteer) need to manage their time such that they can fulfill their contractual obligations and not burn out with volunteer tasks. 4F. Managing Board And Executive Communications How do we ensure that our volunteer directors and executive officers complete critical tasks in a timely and professional manner? Apache is run by volunteers. The organization scales only when most responsibility is delegated. The board delegates most of the operation of the projects to the PMC. When the PMC doesn't make decisions or has a negative impact on the project or to Apache, the board will step in decisively and make major changes. It may be harsh, but if PMCs understand that they do not want to come into the board's attention, they will act decisively on their own. 4C. Strategy: Brand/Trademark Protection and Management How far do we want to go with protecting our trademarks, and how much risk might we be willing to accept in protecting them? (board question) How do we manage the workload of educating projects, tracking registrations, and enforcing trademarks in the face of infringing third party uses? (This could be a VP, Brand & VP, Legal question) Focus on good will, not promotion. Lunch break from 12:00 to 12:51 The board meeting resumed with three guests: Nick Burch Sally Khudairi Ross Gardler 4A. Strategy: finances and sponsoring Are we happy with our current sponsoring income and how we spend it? We have four platinum sponsors and several lower tier sponsors. In order to recruit more sponsors we would need to spend considerably more on fundraising, which might require hiring an Executive Director to manage this task. Most of the board is not comfortable with moving in this direction. Does our budget cover what we need to do? The income is sufficient to take care of the current needs. Does our budget cover what we'd like to do? Some directors would like to see Apache become a more "professional" foundation, for example by hiring more professional staff to offload volunteers. Most directors don't want to move in this direction. The current direction is comfortable for most: As long as projects and PMCs are doing well, the ASF is doing well. There is a risk of projects failing if we stay "non-foundational" but that is not a good reason to increase oversight. Projects may "fail" because the community moves on but that doesn't mean that ASF has failed. ASF has no strategic goals except to be a good environment for projects that can succeed to succeed. This approach will yield a lightweight foundation focused on those projects that can self-govern and succeed. What about minimizing differences with other foundations, e.g. Eclipse, Free Software Foundation, etc.? Most board members don't see differences as necessarily bad. The others may have different ways of handling projects, licenses, sponsors, etc. but mitigating differences between "the Apache way" and "their way" is not a goal of ASF. We are not trying to change people's minds, or proselytize, but simply to provide a good environment for our projects. Should we explicitly budget a "rainy day fund"? The money in the bank is our "rainy day fund". 4H. OSI Affiliate Program Discuss the received OSI Affiliate Program invitation from Simon Phipps. See https://svn.apache.org/repos/private/foundation/board/osi_affiliate.txt Even though ASF has no strategic interest in OSI's success, we generally support what OSI is trying to do. Jim expressed interest in working with OSI to make them succeed, and the board has no objections if Jim wants to work in the OSI organization and be Apache's voice. To formalize his relationship, the board would probably create a VP of OSI. Jim will prepare a resolution to that effect for the next board meeting. 4B. Strategy: What should the Apache brand stand for? Shane proposes the Apache brand as a whole should support our mission: "To provide high quality, open source software for the public good at no cost, and to showcase our meritocratic and community driven method of building sustainable software projects." cf: http://shane.curcuru.name/blog/2009/04/what-i-believe-asf-mission The focus of the brand should be on identity, not good will. The good will comes from our style of passive management "the Apache way", not by active promotion of the brand. Shane agreed to work on a statement of what the brand stands for and discuss with the members. 4C again. Regarding the Apache trademark, we have been notified that there is a potentially conflicting registration that may cause issues with our registration application. Shane needs help from a trademark attorney to review the application and decide how to proceed. There is general agreement that registration of the "Apache" mark is valuable, for U.S. only. It's too much time, money, and energy to register the mark in other domains. There is a concern that PMCs, now made responsible for policing their own marks, might write letters that damage the foundation. There needs to be better definition of what PMCs do (e.g. monitor use of Apache brands) and what Brand Management and Legal do (e.g. send C&D letters, etc.). 4G. Future of ApacheCon Concom's October report mentions that "Nick and Sally intend to raise the proposed outline plans at the board F2F in Vancouver". This ApacheCon is the last one with our current contract with Stone Circle. ApacheCon hasn't increased attendance in recent years while conferences that focused on Apache projects have boomed (e.g. Hadoop World). The board would like to see smaller, lower cost, more focused conferences, and investigate co-branding with other conferences (e.g. OSCON). Nick Burch explained some alternatives that he's researched. An EU company has agreed to provide meeting space at a conference center in Heidelberg Germany for "free". Food would need to be paid for but the space is available. The size of the venue would mean that four tracks would be possible. Concom volunteers are available to help run the conference. This idea might also work in the U.S. if Concom can find corporate sponsors of meeting space. The board likes these ideas. Just so it's clear, the board does not want to undertake unlimited financial risks associated with big hotel conferences. With smaller events, and no longer focusing on the traditional ApacheCon style conferences, there is no longer much activity on the concom list. Perhaps it's time to merge Concom and Comdev. Nick and Ross agreed to discuss and if appropriate, prepare a resolution for the board to consider. Since it's already November, it's too late for a large scale hotel-based conference for 2012, but there is time to organize an EU conference for November 2012. The board approved Nick to pursue this. 4D. Strategy: our press presence at conferences, interviews etc. It seems like a small number of people are covering our requests for appearances at conferences, foundation-related interviews etc. Is this working as we think it should, or do we need more help? How do we scale providing timely press releases for hundreds of projects? Sally's October report: "more Board-level spokespeople are still needed". The board has many people who can represent Apache to the press and at conferences. If there is a need, the board@ alias should be used to find a volunteer spokesperson. Sometimes external conferences ask for an Apache booth, and sometimes there are not enough volunteers to staff it. Ask on members@ and if there are too few volunteers, skip the conference. 4I. U.S.-EU Safe Harbor for data protection and privacy We have a potential issue with the ooo email list, which is currently managed by Oracle. It's not clear that we can simply take over the list without going through a process to ensure privacy. Apache also needs a privacy policy that describes the use of personal information by Apache. We have processes in place to protect privacy but these processes need to be formalized into policy. Larry and Craig volunteered to start this process. 5. Review Outstanding Action Items 6. Unfinished Business 7. New Business Should the board meet face-to-face more than once per year? Consensus is that once is fine, but it should be soon after the election of the new board. When should the board meet? Most Apache board members attend OSCON so that would seem to be a good venue for a face-to-face. But OSCON is in July so it is problematic to have an election after May and expect newly elected board members to schedule a trip to Portland early in July. The decision was taken to move up the election in 2012 to May in order to allow proper planning for a face to face for the new board coincident with OSCON, currently scheduled for July 16, 2012. 8. Announcements 9. Adjournment Adjourned at 4:21pm (Pacific) ============ ATTACHMENTS: ============ ------------------------------------------------------ End of minutes for the November 7, 2011 board meeting.