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Board minutes, 2001-02-21

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                     The Apache Software Foundation

                    Board of Directors Meeting Minutes

                            21 February 2001


 1. Call to order

    The meeting was scheduled to start 9:00am PST -0800 and was called to
    order at 9:05am.  The meeting was held by teleconference hosted by
    Covalent (Randy Terbush).

 2. Roll Call

    Directors Present at Roll:
        Brian Behlendorf
        Ken Coar
        Roy T. Fielding
        Dirk-Willem van Gulik
        Jim Jagielski
        Ben Laurie
        Rasmus Lerdorf
        Randy Terbush

    Directors Absent:
        Doug MacEachern

    Guests:
        Sam Ruby, active chairman of the Jakarta Project

 3. Minutes from the meetings of 22 Oct 2000, 15 Nov 2000 and 20 Dec 2000
    were approved by unanimous consent.

 4. Officer Reports

    A. Chairman   [Roy]

       Roy reminded the board that the annual members meeting is presumably
       going to happen at the hackathon just prior to ApacheCon 2001, but
       that the board had to set the date.

       The following resolution was passed by unanimous vote of all
       directors present:

           RESOLVED, that the Annual Meeting of the Members of the Apache
           Software Foundation be and hereby is scheduled to take place at
        
              Date/Time: Tue, 03 April 2001 14:00 PDT (GMT -0700)
              Location:  The Piano Bar
                         Apple
                         1 Infinite Loop 
                         Cupertino, CA 95014 
                         +1 (408) 996-1010  [Apple info desk]

       Roy volunteered to produce the calls for nominations of new
       members and for the board of directors, along with ballots to be
       voted on at the members meeting, to be sent to the members mailing
       list.  He also reported that he would add a non-binding straw poll
       for the office of chairman, since that office has a significant
       impact on the members at large.

    B. President  [Brian]

       Brian reported an uneventful period since the last meeting. Brian
       noted the continuing work involved in keeping the ASF infrastructure
       running in order to allow the ASF to function.

    C. Treasurer  [Randy]

       Randy reported that the monthly balance sheets for the ASF was
       committed to the 'foundation' CVS tree, under the Funds directory.
       They are in PDF format. Randy reported a present balance of
       $118,608.96 (US), which included the proceeds from ApacheCon
       Europe 2000. Randy also reported the ASF has satisfied the requirements
       of the IRS to officially mark the ASF as a 501(c)(3) nonprofit
       corporation "in consideration." This allows donations to be covered
       under the provisions of 501(c)(3).

       The merchant account for the ASF is still being worked on. The IRS
       Tax Forms for the ASF are being completed and filed. There has been
       no further development on structuring and finalizing the relationship
       between the ASF and Cooley Godward LLP.  Randy was going to bring this
       up at the next Covalent board meeting.

    D. Exec. V.P. and Secretary [Jim]

       Jim reported that he is organizing a full report of the status of
       member agreements. In the report, which will be available online,
       the current status of which members have signed which forms will
       be available. It is about 2/3rds complete.

 5. Committee Reports

    Since these were closely tied to the special orders for this meeting,
    they will be interleaved below to simplify discussion.

 6. Special Orders

    A. Confirming the Conference Planning Committee

       A1. Apache Conferences status [Ken]

       Ken reported the status of ApacheCon 2001, scheduled for April
       4-6, 2001 in Santa Clara, CA. The schedule and registration
       for the Conference has been online, and registrations are
       beginning to come in. The ApacheCon 2001 European venue will
       likely be Dublin, Ireland, and Camelot Communications is proceeding
       with that expectation. Ken reported that Australia keeps
       coming up as a possible venue, and that Camelot has suggested
       sending Ken to see how viable that is. 

       A2. Reaffirming the ConCom

       The following resolution was passed by unanimous vote of
       all directors present.

          WHEREAS, the Board of Directors deems it to be in the best
          interests of the Foundation and consistent with the Foundation's
          purpose to reaffirm the Apache Conferences Committee, which had
          been charged with coordination and management of the Foundation's
          interests in technical conferences and trade shows, as the
          Conference Planning Committee.

          NOW, THEREFORE, BE IT RESOLVED, that the Conference Planning
          Committee, to be known as the "ConCom", be and hereby is
          tasked with the responsibility for the planning, coordination,
          and management of the Foundation's participation and interests
          in technical conferences and trade shows; and be it further

          RESOLVED, that the office of "Vice President, Conference
          Planning" be created, the person holding such office to
          serve at the direction of the Board of Directors as the
          chairman of the ConCom, and to have primary responsibility
          for management of the activities within the scope of
          responsibility of the ConCom; and be it further

          RESOLVED, that the persons listed immediately below, as nominated
          by a straw poll of the members of the Foundation, be and hereby
          are appointed as members of the ConCom.

              Ken Coar
              Lars Eilebrecht
              Jim Jagielski
              Ben Laurie
              Randy Terbush

          NOW, THEREFORE, BE IT FURTHER RESOLVED, that Ken Coar be and
          hereby is appointed to the office of Vice President, Conference
          Planning, to serve in accordance with and subject to the
          direction of the Board of Directors and the Bylaws of the
          Foundation until death, resignation, retirement, removal or
          disqualification, or until a successor is appointed.

    B. Improving the structure of the Jakarta and XML projects

       B1. Jakarta Project status [Sam Ruby]
       B2. XML Project status [Dirk]
       
       The current structure and status of the Jakarta and XML
       projects was discussed in a "round-table" approach. In general,
       of major concern was the lack of true involvement in the
       projects and the disorganization of projects per se. It was
       agreed that the current situations could not be allowed to
       continue, and that change was seriously and quickly needed.
       At the heart of the matter was whether the projects, especially
       the XML project, have fulfilled their mandate. The general
       consensus is that they had not. It was agreed that Dirk and Sam
       should relay the state of dissatisfaction to the projects, and
       that options, including possibly new mandates, be available at the
       next board meeting.

    C. New V.P. for the Jakarta Project
    
       The following resolution was passed by unanimous vote of
       all directors present.

          WHEREAS, the membership of the Jakarta PMC have nominated
          Sam Ruby to serve as chairman of the Jakarta PMC; and

          WHEREAS, the current chairman of the Jakarta PMC, James Duncan
          Davidson, has resigned his position as Vice President, Jakarta,
          in favor of Sam Ruby's appointment to that position.

          NOW, THEREFORE, BE IT RESOLVED, that Samuel Anthony Ruby be and
          hereby is appointed to the office of Vice President, Jakarta,
          to serve in accordance with and subject to the direction of the
          Board of Directors and the Bylaws of the Foundation until death,
          resignation, retirement, removal or disqualification, or until a
          successor is appointed.

    D. New charter for the XML Project

       Discussed as Item 6B.

    E. Coordinating release versions among Apache projects

       It was agreed that this would be discussed at the Members Meeting.

    F. ASF Members allowed to sit on any PMC without a voice

       Jon Stevens would like to propose that ASF Members be allowed
       to sit on a PMC *without a voice* as defined in the Bylaws.
       They will be allowed to have a voice if and only if the PMC elects
       the member to the PMC.  The purpose of this proposal is to allow
       ASF members to have the right to be aware of what is being discussed
       on any PMC.
       
       The board agreed that the bylaws, at the least, do not disallow
       the above, and in general, allow and encourage the above. Overall,
       the board agreed that it is in general a good idea.

 7. Unfinished Business

    A. Status of relationship with Cooley Godward LLP

       This was discussed during Randy's Treasurer's report.
       
    B. Plan for registering Apache trademarks

       This was tabled until the Cooley Godward LLP status was known.

 8. New Business

    No new business.

 9. Announcements

    No announcements.

10. Adjournment

    The meeting was adjourned at 10:16am PST -0800.

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End of minutes

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