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. __________________________________________________________ __________________________________________________________ End of minutes