The Apache Software Foundation Board of Directors Interim Meeting Agenda October 30, 2002 1. Call to order The meeting was scheduled for 10:00am PDT -0800 and began when a a sufficient attendance to constitute a quorum was recognized by the chairman at 10:32. The meeting was held by teleconference hosted by Bill Stoddard (IBM). 2. Roll Call Directors Present: Brian Behlendorf Ken Coar Roy T. Fielding Sam Ruby Greg Stein Bill Stoddard Directors Absent: Jim Jagielski Ben Laurie Dirk-Willem van Gulik Guests: Chuck Murcko 3. Officer Reports A. Assistant Treasurer Report [Chuck] Chuck reported that the ASF's checking account is located at a bank in Lincoln, NE, making interaction with the bank somewhat difficult. The bank had also undergone a merger and was missing some of the paperwork. Randy Terbush is the only person with signatory authority that has complete data on file. Further, the checking account has an interest rate of only 0.05%. Rather than attempting to reconstruct the missing paperwork, Chuck queried the Board about setting up a new account in Sedona, AZ, with the proper signatory authority, then having Randy transfer the ASF funds. The Board stated approval and suggested that the President [Dirk], Executive Vice President [Jim], and Assistant Treasurer [Chuck] have signing authority. Chuck stated that he would work to make that happen. Chuck also noted that he had received ASF paperwork from Randy, and from Ryan Lindsay at Covalent. 4. Special Orders A. ASF Bylaws Change Ken Coar proposed to alter the bylaws to move the membership application deadline to after the membership election. 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 make the nomination and election of new members more efficient, NOW, THEREFORE, BE IT RESOLVED, that the Bylaws of the Corporation be amended as follows, completely replacing the existing text of Section 4.1: Section 4.1. Admission of Members. To be eligible for membership, a person or entity must be nominated by a current member of the corporation and must complete a written membership application in such form as shall be adopted by the Board of Directors from time to time. The nomination and content of the membership application must be included in a notice to the members, if any, of the corporation at least ten (10) days prior to any vote on the applicant's admission, which notice may be by electronic means. The initial members of the corporation shall be admitted upon the affirmative vote of the Board of Directors of the Corporation at the initial meeting of the Board of Directors. Thereafter, members of the corporation shall be admitted as members of the corporation only by a majority vote of the existing members of the corporation. with the new text: Section 4.1. Admission of Members. To be eligible for membership, a person or entity must be nominated by a current member of the corporation and must complete a written membership application in such form as shall be adopted by the Board of Directors from time to time. The nomination must be included in a notice to the members, if any, of the corporation at least ten (10) days prior to any vote on the applicant's admission, which notice may be by electronic means. The initial members of the corporation shall be admitted upon the affirmative vote of the Board of Directors of the Corporation at the initial meeting of the Board of Directors. Thereafter, members of the corporation shall be admitted as members of the corporation only by a majority vote of the existing members of the corporation, and after receipt by the Secretary of a membership application completed by each such proposed member within thirty (30) days following the vote. and be it further RESOLVED, that this change to the bylaws shall become effective as of midnight GMT on Friday, 15 November 2002, and be it further RESOLVED, that this change to the bylaws shall be made known to the membership of the corporation by electronic mail to the members list by midnight GMT on Thursday, 31 October 2002. The discussion was relatively brief, noting that the change is to prevent the occurrence of a nominee filling out paperwork only to be later rejected for membership. It was mentioned that the stance becomes an invitation for membership from the ASF rather than an application for membership from a nominee, and also that this happens to be the first Bylaws change since the inception of the ASF. By unanimous vote, the above resolution passed. B. Establish an infrastructure board committee. 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 an ASF Board Committee charged with maintaining the general computing infrastructure of the ASF. NOW, THEREFORE, BE IT RESOLVED, that an ASF Board Committee, to be known as the "Apache Infrastructure Team", be and hereby is established pursuant to Bylaws of the Foundation; and be it further RESOLVED, that the Apache Infrastructure Team be and hereby is responsible for creating and upholding the computing policy for the Foundation; and be it further RESOLVED, that the Apache Infrastructure Team is charged with managing and maintaining the infrastructure resources of the Foundation; and be it further RESOLVED, that the Apache Infrastructure Team is charged with accepting infrastructure resource donations to the Foundation; and be it further RESOLVED, that the Apache Infrastructure Team is responsible for handling communication and coordination in relation to infrastructural issues; 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 Infrastructure Team: Brian Behlendorf (chair) Justin Erenkrantz Pier Paolo Fumagalli Ask Bjoern Hansen Aram Mirzadeh Steven Noels David Reid Sander Striker Discussion on this resolution focused around the need for such a Board Committee. Roy Fielding noted that such a committee might be best handled as a President's Committee since the President, rather than the Board, is in charge of operational aspects of the ASF. It was further discussed that such a team would be a good idea to create a focal point for long term initiatives, as a content point, and to create a sense of empowerment for the people interested in the technical infrastructure of the ASF. By general consent, this resolution was tabled, with a recommendation to the President to establish a President's Committee with the same goals and responsibilities. 5. Unfinished Business A. Sam Ruby was asked about his discussions with the PHP Group. He reported that he has been busy with other ASF activities, so he has not made any progress on this item yet. 6. New Business None 7. Announcements None 8. Adjournment Scheduled to adjourn by 10:30 PDT -0800. The meeting was actually adjourned at 11:10am PST -0800. __________________________________________________________ End of agenda for the 30 Oct 2002 board meeting.