The Apache Software Foundation Board of Directors Meeting Minutes 01 June 1999 1. Call to order The meeting was scheduled for 10:00am PDT -0700. The meeting was called to order at 10:04am. 2. Roll Call Roll was called at 10:05am. In attendence were: Ken Coar Roy T. Fielding Ben Hyde Jim Jagielski Ben Laurie Randy Terbush Dirk-Willem van Gulik Guests: Drew Wright (counsel) Sameer joined at 10:37am 3. Minutes By general consent, the minutes available at apachegroup-site/records/minutes/1999/board_minutes_1999_05_13.txt.NYA were approved. The minutes were renamed as apachegroup-site/records/minutes/1999/board_minutes_1999_05_13.txt 4. Officer Reports A. President [Brian] Since Brian was not available, there was no report B. Treasurer [Randy] Randy had no new information to report. C. Secretary [Jim] Jim reported that he had received the required forms from all ASF members. This enables ASF to finalize their incorporation process. At present, Jim had not yet received any of the asset transfer forms, required for the transfer of the "feather" logo and the various Apache domain names to ASF. Jim reported that he had an ASF minute binder but, at present, had not obtained the corporate seal. Drew suggested a possible vendor to obtain the seal. 5. Committee Reports A. Apache Conferences Committee [Ken] Ken re-reported that negotiations with LKE had resulted in a stand-still and that both parties agreed to terminate negotiations regarding ApacheCon 2000. Ken had sent out RFPs to 3 possible conference coordination companies; 2 of which had declined to bid on the RFP. At the present time, Ken had not yet received word from the 3rd. Ken reported that he greatly desired that the ApacheCon domain be moved to ASF's "taz" server. 6. Special Orders A. Effective date of incorporation By general consent, it was agreed that the official effective date of incorporation for the Apache Software Foundation is to be set as June 1, 1999. B. Budget discussion 1) Incorporation expenses [Roy $419.67, Jim ??] Discussion was held concerning how those who had incured expenses would be reimbursed. The original concept was that IBM would reimburse people for the incorporation expenses and ASF would subsequantly reimburse IBM. Roy expressed his dissatisfaction with this approach since it required that he give his Social Security Number (SSN) to IBM. It was generally agreed that instead, ASF would reimburse people directly. This still requires that ASF obtain people's SSN, but being a smaller company, it will be easier to control the use and distribution of this information. All receipts and invoices are to be sent to Randy. 2) General plan See discussion for item 6-B-3, directly below. 3) Sources for initial funds The board discussed several issues regarding the raising of funds and the subsequant use of those fund for ASF. Roy asked the generic question "Are there any things right now that we could use funds for." Ken reported that a serious shortcoming regarding ApacheCon was our lack of monetary resources. Having funds available would give ASF more freedom and flexibility regarding our options in coordinating ApacheCon. Some noteworthy items that board members could envision funds being used for included: o Funds for ASF Meetings (annual or more frequent) o Infrastructure o Web Design fees o Possible payment for code related services o Apache sponsered user group There was concern that we wanted to tread very carefully, to avoid the appearance that ASF's prime goal was to "raise money." It was noted that ASF would be looked at very closely for signs of "selling out" and that ASF should tend towards conservatism in this area to avoid any concerns in the user community. Discussion was held regarding ASF becoming either an Amazon.com or Barnes&Noble "associate", where links to ASF related publications on these 2 vendors would be located on the ASF site. Publications ordered via these links result in ASF getting a percentage of the purchase price. Ken agreed to look into these programs. The general agreement was that a discussion would be started on apache-core regarding (1) what avenues would people prefer as far as raising funds for ASF, and (2) how would those funds best be used. Ben Hyde agreed to coordinate this effort. Regarding this effort, the following Action Items were assigned: Brian: Brian was given the AI to write up a short description of what the ASF is, why we exist, our guidelines for raising and using funds, and how people can donate. Roy: Roy was given the AI to prepare a Press Release regarding the incorporation of ASF. It was agreed that notice of the incorporation would not be made public until the PR was available. June 27, 1999 is the tentative date for this release. Randy: Randy was given the AI to determine the actual fiscal and banking procedure detailing how people, companies and organizations could donate funds to ASF, including the use of credit card payments. It was specifically stated that we need to ensure that it is well known and understood that ASF is not, at present, a 501 C3 non-profit organization and that donations are thus not tax deductable. ASF needs to wait at least 1 year before it can gain 501 C3 status. 7. Unfinished Business None 8. New Business The "incorporation" of other projects under the ASF umbrella was discussed, motivated by an Email by Rasmus Lendorf concerning his desire to investigate the possibility of having the PHP project "folded" under the ASF structure. This is in keeping with the guidelines and vision of ASF. Roy was given the Action Item to generate the formal procedure by which projects would be added under the ASF. Due to his close proximity to Rasmus, Ken agreed to discuss the matter with Rasmus and get a list of Rasmus' main desires and motivation for adding mod_php to ASF, enabling us to better provide the exact functionality and capability prospective ASF projects would desire. 9. Announcements 10. Adjournment The meeting was adjourned at 11:36am. The next scheduled meeting would be coordinated offline via EMail.