The Apache Software Foundation Board of Directors Meeting Minutes 28 February 2000 1. Call to order The meeting was scheduled for 10:00am PST -0800. A quorum was recognized by the chair and the meeting started at 10:06. The meeting was held by teleconference hosted by IBM. 2. Roll Call The following directors were in attendance at roll call: Brian Behlendorf, Ken Coar, Ben Hyde, Jim Jagielski, Roy Fielding. The following directors joined after roll call: Randy Terbush joined at 10:10. Dirk-Willem van Gulik joined at 10:11. The following directors were absent: Ben Laurie, Sameer Parekh The following guests were in attendance: Steve Blood (at 10:33) 3. Minutes from the meeting of 01 November 1999 The minutes from the board meeting of 01 November 1999 were unanimously approved. The minutes are recorded at . 4. Officer Reports A. President [Brian] Brian reported on the move of ASF projects and resources to the new 'locus.apache.org' server. He also reported that he was working his keynote speech for ApacheCon. B. Treasurer [Randy] Randy reported on the current fiscal health of the foundation. The ASF had a positive cash account of over $30,000. Randy also reported that despite previous information, the ASF is not able to accept Diner's Club for credit card donations. It was at this time that it was deemed appropriate to discuss item 6B, The pros and cons of being a 501(c)(3), since Steve Blood joined the telecon at that time. Steve Blood is from Copyleft and they had recently investigated the particulars of the 501(c) family. Steve reported that in general, 501(c)(3) status that characterizes the foundation as a charitable organization is not as attractive to the businesses. Under this format, contributions are tax deductible for individuals, but not the method of choice for business. Instead, business prefers a setup that allows them to deduct donations as business expenses. Pure foundations are more attractive if funds from government, education, or other charitable organizations are a major source of donations. There is no issue with having "targeted donations" for any of the setups, as far as the IRS is concerned. C. Exec. V.P. and Secretary [Jim] Jim had nothing to report. D. Chairman [Roy] Roy reported that he was preparing for the member's meeting scheduled for the Saturday after ApacheCon. He was formulating the agenda and the new member list and ballot. Roy also reported that hoped that the member's meeting would provide an opportunity to discuss budgeting. Roy also reported his new role as Chief Scientist at eBuilt. 5. Committee Reports A. Conferences Committee [Ken] Ken reported that the registrations for ApacheCon indicated that the conference would most likely be successful. At the time, there were about 617 paid registrations. Ken also reported the ASF would have a booth available at the ApacheCon expo. Ken reported that at AC2K, the Conferences Committee would like to announce ApacheCon-Europe, set for London, England. Ken also reported that the ConCom was very pleased with Camelot Communications. B. Jakarta PMC [Brian] Brian reported that there was little to report. The status of the actual PMC would be determined and verified. C. Apache XML PMC [Dirk] Dirk reported that the XML project was moving smoothly. Licensing issues were being worked and a short resolution was anticipated. D. Apache Server PMC [BenH] Ben Hyde reported on the release of Apache 1.3.12, and expressed his appreciation to everyone who worked to get it out, especially Marc Slemko. 6. Special Orders Brian left at this point in the meeting (10:56am). A. Proposal from ZOT Group for continuing media management services See message posted to board by Brian on 21 Feb 2000, Msg-ID: . This was tabled in the interests of time. B. Discussion about pro/con of becoming 501(c)(3). See 4B/Treasurer's report. C. Ken requested that the ASF investigate the procedure in having the ASF formally accept PHP and mod_perl as Foundation projects. It was unknown at that time if they actually wanted to be ASF projects. There were indications that PHP were creating their own foundation, in order to be able to obtain directed donations. It was also anticipated that mod_perl still desired to become a formal ASF project. Both projects would be contacted to verify. D. Discuss our usability policies for the various bits of artwork currently "owned" by the ASF. This was tabled in the interests of time. 7. Unfinished Business A. Modifications to Trademark Assignment agreement WHEREAS, The Apache Software Foundation desires that trademarks used in conjunction with the Apache open-source software projects be formally transferred from their individual owners to the Foundation. Now, THEREFORE, BE IT RESOLVED, that the trademark assignment form attached hereto as Exhibit I is approved for use by members wishing to transfer ownership of any trademarks to the Foundation. APPROVED BY FORMAL VOTE: Yea: Ken, BenH, Jim, Randy, Dirk, Roy Nay: none Abstain: none Absent: Brian, BenL, Sameer B. Project Management Committees 1) should the PMC report directly to the board 2) should the PMC consist entirely of ASF members 3) should the PMC chairperson be an ASF member 4) should the PMC composition be set by the board or delegated to the project after the initial PMC creation 5) should the appointment of the PMC chairperson be restricted to candidates proposed by the project It was agreed that these discussions would be best held at the member's meeting and so was tabled until then. C. Initial Foundation Budget Randy proposed to create a preliminary budget for the ASF. It was noted that our fiscal year ends April 30. 8. New Business None 9. Announcements None 10. Adjournment The meeting was adjourned at 11:52am PST -0800. __________________________________________________________ __________________________________________________________ Exhibit I: Trademark Assignment TRADEMARK ASSIGNMENT WHEREAS, _________________, a resident of ____________ ("Member"), as a "core member" of The Apache Group (the "Group"), an unincorporated association of persons maintaining and collaborating on an open-source software project known as "The Apache HTTP Server Project" (the "Project"), has certain rights to, has adopted, used and is currently using in connection with the business of the Group and the Project the "Apache", "Apache Server", "Apache HTTP Server" and "Apache Group" trademarks (the "Trademarks"); WHEREAS, The Apache Software Foundation, a Delaware non-stock membership corporation (the "Foundation"), has been organized by the "core members" of the Group for the purpose of assuming all rights and obligations associated with the Project; and WHEREAS, the Foundation desires to acquire all right, title and interest Member has to the Trademarks listed and attached hereto as Exhibit A, and Member desires to transfer all such right, title and interest in and to the Trademarks to the Foundation. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Member by these presents does sell, assign and transfer unto the Foundation and its successors and assigns, Member's entire right, title and interest, including all registrations thereof and all common law rights, in and to the Trademarks, along with the goodwill of the business in connection with which the Trademarks are used, together with all claims for profits and damages by reason of past infringement, if any, of the Trademarks, with the right to sue for and collect the same for the Foundation's own use and advantage and for the use and advantage of the Foundation's successors, assigns or other legal representatives. Member covenants that he will do or cause to be done all such further acts, and shall execute and deliver, or cause to be executed and delivered, all deeds, transfers, assignments, conveyances, evidences of title, notices, powers of attorney, and assurances necessary or desirable to better assure and confirm the Foundation's title to the Trademarks. Foundation agrees to indemnify and hold Member harmless from any and all claims, demands, costs and attorneys fees incurred by or hereafter asserted against Member arising from or relating to the ownership of or use of the Trademarks. Member hereby disclaims any and all warranties of title to the Trademarks. This Assignment shall be deemed to be effective as of and from the day hereof. IN WITNESS WHEREOF, Member has executed this as of this ___ day of _____________, 2000. By: ________________________________ Exhibit A: __________________________________________________________ End of minutes