The Apache Software Foundation Board of Directors Meeting Minutes 27 February 2002 1. Call to order The meeting was scheduled for 10:00am PST -0800. A quorum was recognized by the chairman at 10:07am. The meeting was held by teleconference hosted by IBM. 2. Roll Call Directors Present At Roll: Ken Coar Roy T. Fielding Dirk-Willem van Gulik Jim Jagielski Bill Stoddard Directors Arriving Post Roll: Greg Stein (10:20am) Directors Absent: Brian Behlendorf Ben Laurie Randy Terbush Guests: Chuck Murcko Jason Hunter (10:40am) 3. Minutes from the meeting of 16 Jan 2002 The minutes contained in board_minutes_2002_01_16.txt were approved by unanimous consent of the board. 4. Officer Reports A. Chairman [Roy] Roy has no news to report B. President [Brian] Brian reported (via e-mail) that the infrastructure is holding steady at just under 4 million raw hits per day on most days. 40 new developer accounts have been created so far in 2002, with approximately 460 total committers overall. C. Treasurer [Randy] No report due to absence of Treasurer D. Exec. V.P. and Secretary [Jim] Jim had no news to report 5. Committee Reports A. Conference Planning [Ken] Ken reported that plans were progressing for the next ApacheCon show, organized by Security Travel, to be held later this year. Ken had asked the various lists and members for feedback regarding the baseline plan of ApacheCon being held in Las Vegas around August of 2002. Ken reported that so far the response was favorable. Roy had asked whether another ConCom election was due. The general feeling was that a new election at this time was not warranted. 6. Special Orders A. Jakarta election of new PMC. In accordance with the results of the recent vote of the Jakarta committers, the following resolution was proposed: 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 commercial-quality, open-source, server-side software solutions for the Java Platform, for distribution at no charge to the public. NOW, THEREFORE, BE IT RESOLVED, that the Project Management Committee known as the "Jakarta Project Management Committee", be and hereby is reestablished pursuant to Bylaws of the Foundation; and be it further RESOLVED, that the Jakarta Project Management Committee be and hereby is responsible for the creation and maintenance of commercial-quality, open-source, server-side solutions for the Java Platform based on software licensed to the Foundation; and be it further RESOLVED, that the person holding the office of "Vice President, Jakarta" shall continue to serve at the direction of the Board of Directors as the chairman of the Jakarta Project Management Committee, and to have primary responsibility for management of the projects within the scope of responsibility of the Jakarta Project Management Committee; and be it further RESOLVED, that the persons listed immediately below be and hereby are appointed to serve as members of the Jakarta Project Management Committee. Stefan Bodewig Craig McClanahan Diane Holt Conor MacNeill Geir Magnusson Jr. Costin Monolache Sam Ruby The resolution was proposed and seconded, and was voted upon. The resolution was approved by unanimous vote of all directors present. B. Request from IBM to make a BSF project within Jakarta. The following resolution was proposed: RESOLVED, that the Apache Software Foundation approves the license agreement attached hereto as Attachment A for accepting selected donations of software from IBM Corporation. The resolution was proposed and seconded, and was voted upon. The resolution was approved by unanimous vote of all directors present. C. Lars Eilebrecht wants approval to use the Apache feather on his german version of Andrew Ford's Apache httpd reference card. The following resolution is proposed: RESOLVED, that the Apache Software Foundation approves use of the Apache feather trademark by Lars Eilebrecht for the purpose of an Apache httpd reference card. The resolution was proposed and seconded, and was voted upon. The resolution was approved by unanimous vote of all directors present. D. Distribution of jar files from Jakarta and XML sites without proper license from the copyright holders. STATUS: Dirk has been working on cleaning out the remaining jars with help from Sam Ruby and Ted Leung. Ted Leung says that XML needs: o confirmation that we satisfy the conditions of the IBM Common Public License 0.5 used by wsdl4j in Axis. o confirmation that we comply with clauses 3.3.2, 3.6, and 3.7 of the Netscape Public License 1.1 used by the js.jar in Batik o confirmation that we satisfy classes 3.b. i-iv of the IBM Public License 1.0 used by junit, which is used by xml-xerces, xml-cocoon2, and xml-axis It was agreed that all jar files, without proper license, should be removed from CVS and binaries as soon as possible. E. Chuck Murcko proposes that the bylaws be changed to make the board membership a rotating three-year term (1/3 of the board would be elected each year). He proposes to implement this by electing the next board and then having the new board members draw straws to see who serves 1, 2, or 3 year initial terms. From then on, newly elected board members would serve 3 year terms. We would still have a board election (again, for 1/3 of the board members) each year. Chuck agreed to work on the actual required proposal, while the board investigates the actual legal ramifications of such a change; such a change is likely the most drastic modification possible to the legal structure and definition of the ASF. F. The UK scam using "Apache Group" name at and was discussed. Ken agreed to follow through on this effort, first to ensure that the person who was "taken" by the scam is aware that it is not associated with the ASF. 7. Unfinished Business A. Java Community Process Chuck and Jason updated the board on the disagreement with Sun over the JSPA and JCP. They informed the board of their disatisfaction, along with others, with the current proposed agreement and that a community ballot is scheduled for the first week of March. Possible long-term options and paths were also discussed, such as new reference implementations. B. ASF License 2.0 There was some update on discussions within the licensing mailing list. In general, little progress had been made on the effort, but they are progressing. 8. New Business There was no new business. 9. Announcements Roy announced that he had taken a position as Chief Scientist at Day Software. 10. Adjournment The meeting was scheduled to adjourn by 11:30am PST -0800. Adjournment was moved and seconded at 11:02am, at which time the meeting was adjourned. -------------------------------------------------------------- Attachment A: License Agreement This License Agreement is entered into as of the 27 day of March, 2002 by International Business Machines Corporation ("Licensor"), in favor of The Apache Software Foundation, a Delaware nonstock membership corporation (the "Foundation"). WHEREAS, Licensor owns or has sufficient rights to contribute the software source code and other related intellectual property as itemized on Exhibit A ("Software") under the terms of this agreement to the Foundation for use within Foundation software development projects ("Projects"). NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Subject to the terms and conditions of this License, Licensor hereby grants to the Foundation: a) a non-exclusive, worldwide, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, distribute and sublicense, internally and externally, the Software and such derivative works, in source code and object code form; and, b) a non-exclusive, worldwide, royalty-free patent license under Licensed Patents to make, use, sell, offer to sell, import and otherwise transfer the Software in source code and object code form. The patent license shall not apply to combinations of the Software with other software or hardware. No hardware per se is licensed hereunder. This License does not grant you any implied rights or licenses. Any patent licenses granted to the Foundation under this agreement shall terminate immediately if the Foundation institutes patent litigation (including a cross-claim or counterclaim in a lawsuit) against (A) Licensor or (B) against any other person in the case of patent litigation with respect to the Software. "Licensed Patents" mean patent claims owned by Licensor which are necessarily infringed by the use or sale of the Software alone. 2. Licensor represents that, to Licensor's knowledge, Licensor is legally entitled to grant the above license. Licensor agrees that the employee who submits the Software to the Foundation will notify the Foundation of any facts or circumstances of which such employee becomes aware and which such employee reasonably believes makes or would make Licensor's representations in this License Agreement inaccurate in any respect. 3. This Software is provided AS-IS, WITHOUT WARRANTY OF ANY KIND (EITHER EXPRESS OR IMPLIED) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT. NEITHER THE LICENSOR NOR ITS SUPPLIERS WILL BE LIABLE TO THE FOUNDATION OR ITS LICENSEES FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR ANY INCIDENTAL, SPECIAL, OR OTHER ECONOMIC CONSEQUENTIAL DAMAGES, EVEN IF THE LICENSOR IS INFORMED OF THEIR POSSIBILITY. 4. This License Agreement shall be governed by the internal laws of the State of New York, without reference to conflicts of law principles. Each party waives its rights to a jury trial in any resulting litigation. This License Agreement is the entire agreement of the parties with respect to its subject matter, and may only be amended by a writing signed by each party. This License Agreement may be executed in one or more counterparts, each of which shall be considered an original. IN WITNESS WHEREOF, Licensor has executed this License Agreement as of the date first written above. LICENSOR: By: ________________________________ Print Name: _________________________ Representing: _______________________ Title: ______________________________ Exhibit A List of software and other intellectual property covered by this agreement: Bean Scripting Framework source code as to delivered by Licensor to the Foundation on the date of this License. End of Attachment A: -------------------------------------------------------------- __________________________________________________________ End of minutes for the 27 Feb 2002 board meeting.