The Apache Software Foundation Board of Directors Meeting Minutes 16 September 1999 1. Call to order The meeting was scheduled to begin at 11:00am PDT -0700. At 11:03, the Chairman recognized sufficient numbers for a quorum. The meeting was held on IRC using the server at irc.rootsweb.com:6667 and channel #ASF. The board expressed thanks to Ben Laurie for providing the IRC server. 2. Roll Call Directors present at the roll were: Brian Behlendorf Ken Coar Roy T. Fielding Ben Hyde Ben Laurie Sameer Parekh Randy Terbush Dirk-Willem van Gulik Directors absent: None Guests: None 3. Minutes from the meetings of 22 June 1999 and 13 July 1999 The minutes from the 22 June 1999 meeting were unanimously approved with no changes, and made publicly available at . The minutes from the 13 July 1999 meeting were amended to replace the last 2 sentences of Item 6 C with: "Roy felt that it was inevitable that we'd have to eventually offer this. No vote was taken and no consensus established." The minutes, as amended, were unanimously approved and made publically available at . 4. Officer Reports A. President [Brian] Brian had nothing to report beyond what had been discussed heavily on the board mailing list regarding issues concerning Project Management Committees (PMCs). Brian reported that he had been spending time with people in IBM and Sun, discussing both Jakarta and XML. B. Treasurer [Randy] Randy reported that the ASF had received 2 donations since the last meeting. The following contributions were noted: Dave Long from Santa Barbara, CA in the amount of Four Hundred Twenty Five Dollars ($425.00) Eric Ross from Colorado Springs, CO in the amount of One Hundred Dollars ($100.00). These result in the ASF having a balance of Five Hundred Ninety Seven Dollars and Three Cents ($597.03). It was generally agreed that the ASF should acknowledge such contributions. Randy suggested a nice QuickBooks receipt with the ASF logo. Randy also noted that he is still working on the credit card merchant accounts for Diner's Club, etc. These are waiting on the Feds to give the ASF an Employer ID Number. C. Exec. V.P. and Secretary [Jim] Jim reported that the ASF had received signed membership application forms from all proposed new members with the exception of Robert Thau, who has not responded to an e-mail query for the membership application. Further discussion of this was deferred to be discussed on the list. Jim also reported the receipt of two actual trophies awarded to Apache. The first was for the Datamation Product of the Year (1999), which had been awarded and noted a few months ago. The second was the LinuxWorld Editor's Award (1999). The receipt of the trophy was the first notice of Apache's award status and was actually delivered during this meeting. This news was to be noted on new-httpd. Brian added that the ASF was counted as one of "100 companies that matter" by the Industry Standard this week, including a picture of Roy. 5. Committee Reports A. Apache Conferences [Ken] Ken reported that the Apache Conference Committee had signed a contract with Camelot Communications as the show management company for ApacheCon 2000. Ken reported about the meeting between members of the ``ConCom'' and Camelot in Orlando FLA in July to investigate and choose the venue. AC2K will be covering travel and lodging for speakers. In addition to the standard speaker fee, AC2K will also be paying extra for ``white-paper articles'' to accompany their sessions and to go in the Proceedings. ThunderLizard Productions has been approached about doing a joint holism show. The location of ApacheCon Europe in next year is to be discussed on list. Dirk has the action to bring up this topic on 'concom@'. The next AC2K planning session is scheduled for October in San Jose. B. Apache Licensing [Brian] Brian reported that he is ready to ``properly form'' the Licensing Committee. The actual formation was tabled to be added under New Business for this meeting. C. Apache HTTP Server Project [BenH] Ben reported that a new release of Apache, 1.3.9, was released using standard open source methods and that 2.0 and APR are ``in motion.'' Ben thanked all who worked on the effort, particularly Ken and Roy. Ben suggested a change that would allow the addition of new members without ASF involvement, with the ASF membership following later. Ben also reported that he would ``prefer'' that the server project itself elect it's own V.P. and asked for advice on timing. 6. Special Orders A) Application for tax-exempt status as a private operating foundation. Five alternative resolutions for whether or not to apply for nonprofit status were discussed. At the core of the discussion was whether the board should make a decision at this time or call on the Treasurer to further investigate the alternatives. There was also concern that a specific resolution calling for 501(c)(3) status should be replaced with the general intent of a nonprofit, tax-exempt organization, with the appropriate IRS revenue code to be determined at a later time. During this discussion, Jim had to leave the meeting due to a power outage (Hurricane Floyd). Brian substituted as note taker for the remainder of the meeting. The following resolution was adopted by a vote of the directors, with five "yes" votes (Sameer, Roy, BenH, Brian, BenL), three "no" votes (Ken, Dirk, Randy), and no abstentions: WHEREAS, The Apache Software Foundation is a private operating foundation that is not yet registered as a nonprofit, tax-exempt organization under the U.S. Internal Revenue Code; NOW, THEREFORE, BE IT RESOLVED, that The Apache Software Foundation shall apply for tax-exempt status as a private operating foundation under the U.S. Internal Revenue Code as soon as the means for doing so are readily available; and be it further RESOLVED, that the Treasurer is assigned the task of developing an appropriate budget for the costs associated with the application, including an estimate for obtaining the services of a professional bookkeeper and accountant familiar with the requirements on nonprofit corporations; and be it further RESOLVED, that donations be requested from the public in order to specifically cover the costs associated with applying for nonprofit status and maintenance of the corporate financial records in accordance with that status. B) ASF Software License An updated software license, in the form of a generic template, was proposed for use by ASF projects. Roy noted that the Licensing Committee has been tasked with creating a framework for new licenses in the long-term, but that this license would satisfy the short-term needs of current projects. Brian noted that the folks behind the proposed XML project desired that an ASF license be approved before their code is donated to that project. During this discussion, Ben Laurie had to leave the meeting for personal reasons. The following resolution was unanimously adopted by a vote of the remaining directors present (Brian, Ken, Roy, BenH, Sameer, Randy, Dirk): WHEREAS, Project Management Committees within The Apache Software Foundation have an immediate need for an approved text to be used as a generic template for a Software Copyright License; and WHEREAS, the Board's licensing committee will be engaged in a long-term process of defining appropriate licenses for future use, but is not expected to complete that work in time to satisfy the immediate need. NOW, THEREFORE, BE IT RESOLVED, that the software license template attached hereto as Exhibit A may be used by all Project Management Committees within The Apache Software Foundation, with the variable fields in square brackets filled by the associated Project Management Committee's specific information for the software in question. C) Project Management Committees Discussion was held on a proposal to clarify the bylaws relating to the composition of Project Management Committees. Since the proposed change was incomplete, further discussion of this item was tabled until a complete resolution could be prepared and discussed on the list. At this point, Randy Terbush had to leave the meeting due to a time conflict. D) Jakarta Project Discussion was held on a proposal to create a project for development and maintenance of open-source Java Servlet-related software. Roy submitted a resolution based on Brian's request to establish the PMC, consisting of those people closely involved in the existing jServ project and related projects at Sun and IBM. Ben Hyde had some concerns about the last paragraph in the resolution, where it tasked the PMC with the creation of a set of bylaws. Brian clarified that the project bylaws specify how new developers are brought aboard, old ones retire, and the PMC chair elected by the project participants. Roy observed that the Server project has them, called project guidelines, and that the intent of the resolution is to encourage the PMC to set their own guidelines with the appropriate frame of mind. The following resolution was unanimously adopted by vote of the directors present (Brian, Ken, Roy, BenH, Sameer, Dirk): WHEREAS, the Board of Directors deems it to be in the best interests of the Corporation and consistent with the Corporation's purpose to establish a Project Management Committee charged with the creation and maintenance of open-source Java Servlet-related software for distribution at no charge to the public. NOW, THEREFORE, BE IT FURTHER RESOLVED, that a Project Management Committee, to be known as the "Jakarta Project Management Committee", be and hereby is established pursuant to Bylaws of the Corporation; and be it further RESOLVED, that the Jakarta Project Management Committee be and hereby is responsible for the creation and maintenance of Java Servlet-related software based on software licensed to the Corporation; and be it further RESOLVED, that the office of "Vice President, Jakarta" be and hereby is created, the person holding such office 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 the initial members of the Jakarta Project Management Committee. Elias Bayeh, IBM Hans Bergstein James Davidson, Sun Pierpaolo Fumagalli, IBM Craig McClanahan, MyTownNet Stefano Mazzocchi, Independent Jon Stevens, Clear Ink James Todd, Sun NOW, THEREFORE, BE IT FURTHER RESOLVED, that James Davidson 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 Corporation until death, resignation, retirement, removal or disqualification, or until a successor is appointed; and be it further RESOLVED, that the initial Jakarta Project Management Committee be and hereby is tasked with the creation of a set of bylaws intended to encourage open development and increased participation in the Jakarta Project. E) Apache XML Project Discussion was held on a proposal to create a project for development and maintenance of open-source XML parser software. The first item needed was approval of the proposed license agreement from IBM for the licensing of their existing XML parser code that will be the initial basis of the project. The following resolution was unanimously adopted by vote of the directors present (Brian, Ken, Roy, BenH, Sameer, Dirk): RESOLVED, that the Apache Software Foundation approves the license agreement attached hereto as Exhibit B for accepting selected donations of software from IBM Corporation. Establishment of an Apache XML PMC was next discussed, with 2 candidate resolutions being debated, the first establishing an "interim" PMC and the second formally creating the PMC and tasking it with further development of its membership and bylaws. Of particular concern was staffing of the PMC, since many directors feel that the PMC should be larger and more representative of the XML community than the initial one proposed. However, time was of the essence. The following resolution was adopted by vote of the directors present, with five "yes" votes (Brian, Ken, Roy, Sameer, Dirk), one "no" vote (BenH), and no abstentions: WHEREAS, the Board of Directors deems it to be in the best interests of the Corporation and consistent with the Corporation's purpose to establish a Project Management Committee charged with the creation and maintenance of open-source XML parser software for distribution at no charge to the public. NOW, THEREFORE, BE IT FURTHER RESOLVED, that a Project Management Committee, to be known as the "Apache XML Project Management Committee", be and hereby is established pursuant to Bylaws of the Corporation; and be it further RESOLVED, that the Apache XML Project Management Committee be and hereby is responsible for the creation and maintenance of XML parser software based on software licensed to the Corporation; and be it further RESOLVED, that the office of "Vice President, Apache XML" be and hereby is created, the person holding such office to serve at the direction of the Board of Directors as the chairman of the Apache XML Project Management Committee, and to have primary responsibility for management of the projects within the scope of responsibility of the Apache XML Project Management Committee; 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 XML Project Management Committee. Scott Boag Andy Heninger Ted Leung Stefano Mazzocchi Dirk-Willem van Gulik NOW, THEREFORE, BE IT FURTHER RESOLVED, that Dirk-Willem van Gulik be and hereby is appointed to the office of Vice President, Apache XML, to serve in accordance with and subject to the direction of the Board of Directors and the Bylaws of the Corporation until death, resignation, retirement, removal or disqualification, or until a successor is appointed; and be it further RESOLVED, that the initial Apache XML Project Management Committee be and hereby is tasked with the creation of a set of bylaws intended to encourage open development and increased participation in the XML Project. F) Budgeting process Discussion on this item was tabled due to time constraints and the absence of the Treasurer. G) Overhead charge Discussion on this item was tabled due to time constraints and the absence of the Treasurer. H) Initial Foundation Budget Discussion on this item was tabled due to time constraints and the absence of the Treasurer. 7. Unfinished Business Roy still has as the action item of revising the document for Apache Group assignment of license/rights to The ASF. Roy indicated that he would be sending out the Members ballot for adding new ASF members by the next day (17 Sep 1999). Planning for quarterly/yearly reports was tabled. 8. New Business Brian proposed the following people for membership in the License Committee: Himself, Ben Laurie, Ralf Engelschall, Jim Jagielski, Rasmus Lerdorf, Doug MacEachern, Jon Stevens, and Seth David Schoen. Further discussion on this item was tabled until the next meeting. 9. Announcements None. 10. Adjournment The next meeting was to be scheduled on-list, but was projected for the next week due to the pressing nature of some unfinished business. IRC is to be used again for that meeting. This meeting adjourned at 2:10pm PDT -0700. __________________________________________________________ __________________________________________________________ Exhibit A: ASF Software License Template The Apache Software License, Version 1.1 Copyright (c) [DATE] The Apache Software Foundation. All rights reserved. Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met: 1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer. 2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. 3. The end-user documentation included with the redistribution, if any, must include the following acknowledgment: "This product includes software developed by the Apache Software Foundation (http://www.apache.org/)." Alternately, this acknowledgment may appear in the software itself, if and wherever such third-party acknowledgments normally appear. 4. The names "[PRODUCT NAME]" and "Apache Software Foundation" must not be used to endorse or promote products derived from this software without prior written permission. For written permission, please contact apache@apache.org. 5. Products derived from this software may not be called "Apache", nor may "Apache" appear in their name, without prior written permission of the Apache Software Foundation. THIS SOFTWARE IS PROVIDED ``AS IS'' AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE APACHE SOFTWARE FOUNDATION OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ==================================================================== This software consists of voluntary contributions made by many individuals on behalf of the Apache Software Foundation. For more information on the Apache Software Foundation, please see . [Additional notices, if required by prior licensing conditions] __________________________________________________________ __________________________________________________________ Exhibit B: License Agreement between ASF and IBM This License Agreement is entered into as of the ___ day of ____________, 1999 between ___________________________ ("Licensor"), and The Apache Software Foundation, a Delaware nonstock membership corporation (the "Foundation"). 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. Licensor hereby grants to the Foundation a non-exclusive, irrevocable, perpetual, worldwide, no-charge, royalty-free, transferable, sublicensable copyright license to use, execute, prepare derivative works of, and distribute the software source code listed on Exhibit A ("Software") and such derivative works. 2. Licensor represents (but does not warrant) that Licensor is legally entitled to grant the above license. Licensor agrees to notify the Foundation of any facts or circumstances of which Licensor becomes aware and which makes or would make Licensor's representations in this License Agreement inaccurate in any respect. 3. The Foundation agrees to distribute the Software and its derivative works only under the terms and conditions of a license agreement. This license agreement must include the following notice: "This software consists of voluntary contributions made by many individuals on behalf of the Apache Software Foundation, and was originally based on software copyright (c) 1999, International Business Machines, Inc., http://www.ibm.com ." Except for the above notice, the Foundation may determine in its discretion the terms and conditions of the license agreement it applies to copies of the Software and its derivative works distributed by the Foundation. 4. The Software is provided AS-IS, without warranty of any kind (either express or implied) including, without limitation, any implied warranty of merchantability and fitness for a particular purpose and any warranty of non-infringement. NEITHER IBM 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 IBM IS INFORMED OF THEIR POSSIBILITY. 5. In consideration of the licenses granted herein, the Foundation and Licensor agree to engage in reasonable activities to publicize this transaction for a reasonable period of time following execution of this License Agreement, including a joint press release and a joint announcement and briefing at _______________ on ___________. The content of the press release shall be jointly agreed to by the Foundation and Licensor acting in good faith. 6. The parties acknowledge and agree that the Foundation frequently licenses software under terms which include the following requirement (or a similar requirement): All advertising materials mentioning features or use of this software must display the following acknowledgment: "This product includes software developed by The Apache Software Foundation for use in the Apache HTTP server project (http://www.apache.org/)." The parties to this License Agreement acknowledge and agree that, for purposes of any license for software granted by the Foundation (whether past, present or future) to Licensee, Licensee shall be deemed in compliance with the above requirement (and any similar requirement) if Licensee includes the required text in the documentation accompanying any redistribution of the software in at least one of the locations where Licensee customarily locates attributions of a similar nature (e.g., in a readme file or the trademark attributions section of a manual or help database). IN WITNESS WHEREOF, Licensor and the Foundation acknowledge that except as expressly provided in this License Agreement IBM does not grant the Foundation any other rights or licenses to IBM's intellectual property, and have caused this License Agreement to be executed on their behalf as of the date first written above. LICENSOR: By: ________________________________ Print Name: _________________________ Title: ______________________________ THE APACHE SOFTWARE FOUNDATION: By: ________________________________ Print Name: _________________________ Title: ______________________________ Exhibit A List of software and other intellectual property covered by this agreement: __________________________________________________________ End of minutes for the 16 Sep 1999 meeting.