The Apache Software Foundation Board of Directors Special Meeting Minutes April 28, 2009 1. Call to order The meeting was scheduled for 10:00am (Pacific) and began at 10:02 when a sufficient attendance to constitute a quorum was recognized by the chairman. The meeting was held via teleconference, hosted by Jim Jagielski and Springsource. IRC #asfboard on irc.freenode.net was used for backup purposes and to augment minute taking. 2. Roll Call Directors Present: Bertrand Delacretaz Justin Erenkrantz J Aaron Farr Jim Jagielski Geir Magnusson Jr William Rowe Jr Sam Ruby Henning Schmiedehausen Greg Stein Directors Absent: none Guests: Shane Curcuru Paul Querna Brett Porter Sander Striker Gavin McDonald Sally Khudairi 3. Open Budget Discussion, Chaired by Jim === Infrastructure === jim: is there any discussion on infrastructure $157K and change? geir: you are going through the budget in subversion? ***curcuru notes Jim is using this to review: https://svn.apache.org/repos/private/foundation/Finances/2009-budget.txt jim: handling infra 1st henning: we are paying traci about 6k a year, are we still considering moving this? paul: we still have power restrictions, and still some issue of space henning: we will keep it for this year, and will reevaluate when necessary? paul: yes jim: any other questions? jim: new item in there $30K for part time sysadmin geir: if you can get one that cheap, more power to you jim: it sounds like there is consensus on infrastructure justin: (note that pgollucci said on members@ he might be avail for 10hrs/wk.) aaron: justin: we seemed to have a lot more of hardware expenses last year. Is $40k really enough? aaron: jim: yes justin: aaron: ask pquerna, but i think for this year, we don't need a lot of new equip. in years upcoming, may need more aaron: most of our equipment was bought in 2007, I expect our 2010 budget will include a slightly higher request for replacement hardware pquerna: we are only replacing a couple boxes this year pquerna: our buying cycles for hardware are not completely.. even. most hw has a 3-4 year cycle for replacment (depending on what it is) === Travel Assistance === jim: TA has requested $40K jim: any discussion? aaron: I think it is a bit of a large number... bill: it is representative of what we actually used in Europe, it would represent year/year growth in the US bill: 20K is what we cut Europe to (from about twice that) bill: reflects the attendance of about ten geir: I was just trying to get a sense of year over year growth jim: the $40K is a pretty good size number, but not out of the ordinary... geir: the TA is discretionary... jim: that's right jim: we can allocate it in the budget and revisit as sponsors come in (or not) bill: we won't even open this until 2 months before the conference. jim: we don't seem to have any more discussion... sam: did we cover aaron's concern? aaron: bill covered it aaron: we should put money towards this, and I'd feel better about it if ACon changed a bit. jim: any other questions or discussion? === Legal === jim: next is legal... any questions? bill: I'm a bit concerned that it is low... sam: so far we have only spent hundreds, and we have budgeted thousands.... and this isn't a budget buster in any case.... === Board === jim: next is board discretionary of $5K, any discussion? jim: ... I'll take that as a no. === Banking Fees === jim: next is banking fees, I don't think there is any wiggle room in there.... any discussion? geir: we can take out the "need to be reviewed" jim: OK aaron: we have some very small fees that may not be necessary jim: is that allocated under treasury services? aaron: no aaron: treasury services is for office support or for online quickbook... anybody have a different understanding.... henning: what are the monthy fees of $1K geir: that's the banking fee for the review checking acct greg: geir: $1000/month *IS* a lot of money justin: $1000/yr, not mo =) greg: ah greg: still a lot. $80/month justin: the structure of our acct is that fees are offset by our balances aaron: greg: I think that's mostly due to multiple people having online QB access. I think that's $15 a month for each person. henning: thanks jim: fees are reasonable, and geir will continue to look at, and the board is comfortable with the line item. henning: the fees mostly eat up our interest. === Treasury and Accounting Services === jim: next is treasury and accting services line item henning: what are the online fees? aaron: online quickbooks aaron: when we do that, we may be able to reduce other fees justin: what do you mean "offset by our balances" ? jim: the amount allocated to treasury fees are reasonable to the board justin: greg: our account is an 'analyzed' account (std. for corporations). so, we get a credit for fees based on our balances aaron: greg: we should get lower fees based on our account balances. justin: sam has the statements which have breakdown of the fees === Licensing and Insurance === jim: next up: licensing and insurance... any questions? bill: do we have any use for misc insurance? geir: what is misc insurance? bill: rounding greg: put a name on it, rather than "misc" justin: as we add more services, we may need a buffer for more needs geir: perfectly reasonable greg: is it hardware insurance? D&O? jim: looks like about $3K over and above D&O aaron: would we hire the EA as employee? Might need more insurance then. justin: aaron: my expectation is we continue hiring indep. contractors, imo jim: the board is OK with $5K for insurance bertrand: greg: agree for a better name than "misc" greg: aaron: yah. contractors. employees has tax and health and whatnot concerns... aaron: justin: that will only work as long as they are truly independent in how they do their job. greg: bertrand: additional D&O insurance? - "reserve for additional insurance" maybe bertrand: greg: it's not necessarily D&O, could be employeers/whatever === Shipping === jim: next is shipping about $500, any concerns jim: ... I'll take that as a no === Fundraising, Administrative, and Publicity === jim: next up: fundraising, administrative, and publicity, anybody have a preference on the order? geir: we've spent 177k already justin: fundraising first.. === Fundraising === jim: first up... $30K for a sponsorship director jim: any discussion? [silence] greg: jim: call on somebody :-) aaron: it is clear that we need to have somebody have responsibility for sponsorship geir: I agree that we need a human being, the question is whether we need a paid person... jim: first we need to decide if there is a person dedicated to it... greg: seems silly to *spend* $30k to *raise* money ***curcuru wonders too: do we need a specific commission-paid person, who presumably will go out and get more sponsors? Or do we just need someone to be responsible/tasked with basic billing and communications. geir: I don't think it should be all that we do, and contractually Sally does this justin: not true aaron: agrees with justin geir: where is the contract? justin: in subversion ***sam has never seen the contract in subversion bill: sally is clearly doing more than what we are contracting for geir: I called sally this morning geir: I got the sense from her that she's capable of doing it, and wants to do it, but... ***curcuru recalls seeing a contract to review long ago; but thought it was in the private-private part of SVN (hence, I can't see) ***bertrand sees a HALO contract attached to "Contract for HALO renewal" thread on prc@, 9/29/08 aaron: poor sally sam: geir: the conflict of ACon vs ASF sponsorship, and the discussion of hiring has stopped her... wrowe: See https://svn.apache.org/repos/private/documents/contracts/ jim: I also talked to Sally and told her not to wait wrowe: as a general category of contracts geir: [clarifies that jim said NOT wait] wrowe: now Halo appears to not be there aaron: I don't think we can underestimate the issue with ACon. aaron: I don't think we can keep both viable... geir: can new sponsors target some funds towards the conference? aaron: it is a bit of a Gordian knot.... aaron: it will change how we deal with our conference contractor geir: I agree that it is hard geir: I don't understand how the sponsorship director solves that aaron: we can't solve the issue in isolation aaron: the issues are connected... geir: I agree, Sam brought this up over a week ago geir: wrowe: no contract for HALO in there as I can see justin: Jim and I asked Sally to help, and Sally has been helping out for a bit, but I don't think that Sally will have the time to do the publicity and the sponsorships ***bertrand forwarded the 2008/09 contract to board-private, not sure if it's the one that was signed jim: if you compare sponsorship to the work for marketing and PR, it is clear that marketing and PR has suffered given her work on sponsorship geir: I wasn't aware re how much time she spent in sponsorship jim: one of the persons we have been thinking about has an existing relationship with the sponsors geir: she works for someone who we are competing for sponsorships justin: I echo aaron's point that we shouldn't be competing. aaron: my position is that we need a person with clear ownership and time and cycles greg: I might be happy to handle sponsorships ***sam +1 go greg ***curcuru while I agree this is a complex question, and that personal relationships for sponsorships are key, it still feels funny to have a potential) plan based on a specific person (re: Delia). (Not that she doesn't appear to be good...) greg: don't really have anything besides Director on my hat aaron: I'm concerned about mixing bertrand: greg: +1 go for it! geir: we have hats? geir: oh! +1! geir: greg's unemployed.... aaron: I'm concerned about bringing on another person [overtalk] henning_asf: I very much agree with aaron on what he said. jim: we have $30K allocated to this task... would people feel differently if we added that money to HALO instead? greg: jim: it's the money, for me bertrand: for me it is the money... $90K is a bit much greg: I don't mind paying HALO whatever is appropriate for the work they do. but *paying* money to *raise* money seems a bit obscene. henning: amounts to 6%... what additional value will we get for $30K greg: do we then start paying $100k to raise $1 million? are we a money-raising machine? geir: remember, once sally gets the check from chris, 300k of the 500k is in the bag jim: sponsorship is not something that HALO is contracted to do jim: $60K is completely separate from sponsorship ***sam not according to the contract I read jim: I'm concerned that we are talking about 90K when 60K is pure marketing geir: I see sponsorship responsibilities in the contract jim: I'll take a look at the contract justin: I don't think we elected to do it geir: one issue is the amount of dollars that I thought Sally is already contractually required to do, two: the conflict of interest, and three: I think it should be a foundation member geir: Ideally, the chair and president, but .... Sally is at a member who is directly involved in the foundation's life. greg: I was just saying that *paying* to raise money is weird bertrand: greg: and you *did* volunteer to manage sponsors, not? aaron: re: conflict of interest.... I agree ***curcuru wonders if part of the key issue is: someone to organize existing sponsor relations Vs. someone to actively find more also (the second role probably requires paying; the first might not with the right member volunteer to really step up) greg: bertrand: I said that it sounds kinda interesting and that I may have the time for to be a "handler" for our sponsors geir: either way, we are going to have to fund-raise. justin: the chair and president don't have the time to follow up greg: I would only be a handler. not a seeker. bertrand: greg: ok got it greg: (per curcuru's point) justin: we need somebody who seeks new sponsors greg: bertrand: but I'd want to ponder on that. whether I *do* have the right time to do it right greg: justin: I think it is crass to pay someone to seek out money geir: +1 to diversity greg: commission? ugh bill: understand that this percentage is half of what we pay for ACon fundraising greg: are we going to do a telethon? hire Jerry Lewis and go on television? geir: greg: I don't want to pay either, but it's not uncommon for professional fundraisers greg: geir: "professionsal" is the problem justin: greg: i don't see any volunteer being proactive. i think that's important. jim: yes, the HALO contract does mention sponsor and sponsorship.... geir: right - and I believe that we can continue to do it w/ some organizational/process support jim: sponsorship seems to be 10% vs marketing at about 90% greg: we've lost plenty of sponsorship money by not having someone dedicated to this, though. So the position could easily pay for itself. jim: if we wanted to adjust, we need to revisit the contract... geir: we've lost plenty of money by forgetting to invoice bertrand: aaron: money was lost because we didn't have a "handler", but sponsors have been found greg: justin: I think the "idea" of a sponsor handler has not been clear. obviously. is it Jim? Sally? Treasurer? Justin? bertrand: and greg seems to say he'd be happy to be "handler" greg: over the past two weeks, we've unequivocally demonstrated that even *we* don't know who is responsible, geir: and I'll support greg's paperwork needs greg: let alone somebody jumping in to volunteer/proactive for it ***bertrand elects greg as sponsorship manager ;-) ***aaron seconds bertrand's motion ***curcuru notes some of the sponsorship tracking really isn't that hard once it gets started. I'd like to help too, perhaps in exchange of some of my concom volunteering sam: perhaps we all should ponder greg's suggestion, but not hold up the meeting as it is unlikely that any of us have had the time to consider it properly greg: sam: right bertrand: greg: you'd need to change your twitter profile picture though jim: would greg want to do this out of his own pocket? greg: jim: heh greg: bertrand: I changed it recently geir: I've been doing it for years justin: I don't like having our officers spending their own money greg: geir: we didn't ask you to geir: and I don't want reimbursement greg: there is volunteering, and then being appointed to do something with an out-of-pocket expectation. geir: (all I'm saying is that if someone wants to, good for them) jim: once again mentions that we are looking for someone to get new sponsors. greg: jim: I am thinking "being a handler" might be good. not necessary out marketing/seeking sponsors. aaron: if greg just wants to handle sponsors, then maybe he can be the new PRC chair. greg: jim: I think that is HALO. "marketing" geir: how about a combo of Sally and Greg? geir: "Greg and Sally's Excellent Adventure" aaron: geir: right, Sally as contractor and Greg as PRC Chair striker: geir: bad reference to Bill and Ted striker: geir: don't say "random" geir: sorry aaron: we may need to take up ACon... geir: giving greg and sally a chance is not an irreversible change.... sam: isn't ACon a separate budget? bertrand: sam: separate budget but similar circle of potential sponsors sam: at the moment ACon is a separate budget, but it could eventually come from the same sponsorship pool (to some extent). bill: correct: the budget that we have does not incluce apachecon, simply because we don't have the data aaron: [repeated what bill said] jim: when you talked to sally, did she mention whether she was interested in doing it for the same money? geir: we didn't talk money ***curcuru reminds folks that we're still contracted to SCP/Charel for ApacheCon for the next 2ish years; so sponsorship differences are still an issue (we only canceled the evergreen in the future) geir: she thought that this was her todo jim: I'm going to give sally a quick call geir: can we get sally *on* the call? bill: can we get sally on the call? ***bertrand agree with having sally on the call jim: I'm calling her now to see if she can join us jim: she should be joining shortly jim: adjourn for 5 minutes jim... reconvening.... jim: is this something that HALO can take on? sally: yes, previous contracts had three different options... sally: in 2007, we decided to go only with PR sally: in subsequent years sponsorship became more important justin: (member @ w3c == sponsor) sally: we decided to augment the contract slightly to cover sponsorship... mainly "customer/client relations" that is handling existing sponsors, and communication. And we discussed in Amsterdam with being more proactive sally: I've already done [opportunistic] outreach... sally: I haven't done much with it given that the ASF is exploring alternatives, but yes, I am interested in doing it jim: is this something that could be done at the same level at the contract? sally: I think it would be more work... but not a lot sally: but it really depends greg: I'm pondering on it. it sounds good to me. greg: I just don't want to commit, then not have the time to do it. geir: I think that you were already voted into the job, greg :) greg: so I need a bit of navel-gazing time :-) greg: ha! geir: understood jim: there are two parts: keeping touch with existing sponsors, and outreach jim: our goals are 3+3+3+4 sponsors at various levels jim: will you still be able to do it at the same funding level? sally: it would be very challenging jim: what would it take? aaron: or do we really need the same level of pr/marketing? greg: jim: that was putting her on the spot. unfair :-P sally: I can get back to you.... jim: [references prior contracts] sally: the question is on the renewals... this may adjust the time estimates. sally: pr is seasonal sally: acon may also consume a bit of my time jim: greg has offered to help out sally: fantastic aaron: so, maybe we need to use Sally's expertise and ask her: "here's the list of our ideal situation which includes sponsors like this, people doing this and that, etc. What would that cost? How would you implement it?" jim: we would be looking at HALO taking the lead and utilizing greg sally: excellent sally: this is only for sponsor development, and doesn't include ACon aaron: are we doing this slightly backwards? aaron: because it seems like we're trying to decide how to run PR, marketing, and sponsorship rather than just handing this over to someone more competent. Perhaps we should ask Sally for a proposal? Sally: this is a common thing... different organizations at different stages... ***curcuru ponders the difference between leading the mission, and planning the execution of it. I also think the "how should we do it" question is a good reason to consider hiring RedMonk as well. Sally: I can't do that in a vacuum jim: I agree jim: I appreciate Sally joining.... you are welcome to drop or stay on... === Publicity === jim: moving on to Publicity justin: ($60k is HALO, $5k for other firms) bertrand: what does sponsor outreach mean? justin: jim, or sally, or I hopping on a plane sally: that's correct. aaron: how is that different from travel? justin: travel is presence at other events... OSCON, etc. [overtalk] aaron: would that include conference fees? justin: yes jim: the current contract with HALO expects the ASF to cover expenses aaron: it seems like that could be bigger geir: "off budget" justin: thre is an additional ~15K for ACon aaron: we should relabel sally: Microsoft and OSCON... it put Justin in an awkward situation.... it would have been helpful if I had been there. jim: the question is "is $7K enough"? justin: that's 4-5 people to two events over and above ACon sally: in some cases, the sponsors will pay jim: any other questions? bertrand: I think we can combine... justin: Karen recommended that we track them separate jim: any other questions or comments? aaron: re: PR Travel budget: for example, we just had the Libre Graphics Meeting asking if we could send/encourage some ASF folk to attend (such as our XML Graphics committers). ***curcuru I think in many cases it's best to keep expenses separate, both for IRS purposes, and for member communication purposes. jim: the idea about pure marketing seemed to have generated a lot of discussion.... we still feel a need to do this. geir: I want the opportunity to think a bit about this... henning: we need to do marketing and PR, I have to agree that the amount is something I need to think about. I'm leaning towards saying this amount is justified. [sally drops off] bill: I passed this by a close friend, and his major point was that $60K is in the ballpark, what you really are paying for is somebody who understands your particular market. geir: I'm looking at this in terms of % on PR... I like Sally justin: we need to listen to Sally's ideas.... in the past we haven't followed through on Sally's ideas. justin: these amounts are more of a floor, and not a ceiling bertrand: the overall goal is to get more sponsors... that wasn't very clear. sam: we need to look at the overall dollars spent on sponsors (admin+PR+liaison+...) as a percentage aaron: I agree, we need to clearly split these aaron: I don't think we've been getting our money's worth on PR aaron: I think that Sally could do a good job for us, I think the lack is of a comprehensive plan (3-5 years) bertrand: +1 to what aaron is saying sam: +1 to aaron jim: I agree that we are not getting the value... because Sally is spending a lot of time on sponsor stuff ***curcuru so the biggest issue of all is what it always is: what do we want to be when we grow up // what is the mission statement of the ASF. re: as aaron said aaron: curcuru: the issue is we need to spend money based on clear objectives and goals, not to just spend money because we think we need PR. jim: we need to have a plan sam: plan should predate budget? aaron: sam: +1 sam: perhaps we should budget "come up with a plan" vs "do it"? ***curcuru aaron: yup: first comes "what are the goals" - which is always the hard question, esp. in a group. Key question: who - specifically - votes on the actual goals? jim: I want to make sure that it is not an unfunded mandate. sam: blank check doesn't work either... we need to find a place to meet in the middle geir: perhaps we should set spending goals as a % jim: that's what's in the contract geir: I'm coming at it from the other direction (top down?), perhaps with a little stimulus funding for this year justin: jim, sander, and I talked about what we wanted to focus on... pquerna: stimulus funding. heh, heh. geir: what about looking at this as a general operating budget, and identify the specific amount that is a one time special event justin: bill split that out... bill: we need to further refine the separate budget... geir: when I worked for gluecode, having the plan as a baseline would have been helpful in my procuring funding... bill: we still need data ***geir notes that "PR" and "Sponsorship" might be a useful division as well wrowe: +1 jim: will there be funds allocated to approve $60K? sam: I'm not comfortable in isolation. geir: sam: +1 jim: but you already said that you were ok with adding $30K to halo's contract sam: nobody said that geir: clearly, right now, 60k geir: we signed the contract sam: we asked sally to come back with a proposal, and she said that it would be a challenge to do so at the current level.... sam: we signed a contract in October aaron: we need to at least cover the current contract justin: if we want to do sponsorship, we will need to adjust the contract now bill: sponsorship is already in the contract. jim: if the HALO came back with contracts for $90K, $75, and $60K, would the board allow the PRC to accept the contract? bill: authorizing is not the same as expenditures.... bill: sally may become the chair... so she won't make the final call jim: tabling this for now... === Admin === jim: looking at the admin item... sam: I'd like to see an estimate of hours per week before we talk about dollars aaron: for EA? sam: for EA. bertrand: we need to look at the actual figure for income before we can figure out how much we can afford... justin: this is what we felt that we reach if we had someone dedicated for outreach... bertrand: it might we wise to have worst case scenarios.... justin: these numbers are realistic jim: sam's point about hours makes sense jim: I'm sure the amount in the budget reflects a full time person === Summary === jim: we need an hours for EA, and we need a proposal for marketing, along with Greg's offer to help with sponsorship jim: we have been spending $60K/year on marketing+sponsorship... === Next Neeting === jim: will look for a good time to reconvene... justin: !friday plz [henning is blocked for the rest of the week] greg: maybe thursday for me. friday is road trip. in car for 10 hours. bertrand: lets arrange on the list aaron: jim: thanks! jim: adjourned. ------------------------------------------------------ End of minutes for the March 28, 2009 special board meeting.