The Apache Software Foundation Board of Directors Meeting Minutes May 15-16, 2019 1. Call to order The meeting was scheduled for 9:00 a.m. (Central) and began at 9:14 a.m. (Central) when a sufficient attendance to constitute a quorum was recognized by the Vice Chairman. The meeting was held in person at Google in Chicago. 2. Roll Call Directors Present: Rich Bowen Shane Curcuru Jim Jagielski Myrle Krantz Daniel Ruggeri Craig L Russell Roman Shaposhnik Joan Touzet Executive Officers Present: Tom Pappas Sam Ruby Matt Sicker Guests Present: Robin Anil Brian Fitzpatrick Sally Khudairi David Nalley Greg Stein 3. Discussion Items A. Agenda Vice Chairman Shane asked that everyone observe the current agenda to ensure we cover all points in a timely manner. B. Recent Resignations Phil recently resigned from the Board, and Ross resigned as Executive Vice President. We would like to thank both Phil and Ross for their service. C. Introductions Each Director introduced themself to the Board. D. Board List Communications The Board mailing list has been suffering from high volume with varying topics that have been challenging for subscribers to keep abreast of, particularly as the vast majority of participants are volunteers. Some new Directors and list followers (for example PMC Chairs, for whom subscription is required) have been surprised by the volume of the list traffic. Shane pointed out that how we choose to communicate on some mailing lists may be more problematic than the topics themselves. There was consensus that successful Boards of Directors are ones that focus on strategic details and not on operations. To protect our existing communities, it has been suggested that the Board's list discussions remain focused on items that need specific attention from the Board, and to redirect other issues that can be addressed elsewhere, for example: Operations. Scaling back list volume and how to best handle items that require longer-term discussion still need to be addressed. The need to remain focused without dismissing issues brought forth to the Board, and the style of some communications are of particular concern. We need to remain aware that some participants interpret the tone of some messages in a particular way doesn’t mean that others are having the same experience. Several future discussion items 8D - 8G were put on the next meeting agenda to work on improvements in board list communications. E. Apache Project Leadership Joan opened the discussion if we should expect PMC members to be held to a higher standard than other members of the community, with PMC Chairs even more so. That is, do people look to the Board and Directors or executive officers for cues on how to behave? If so, should we work on documenting expected behaviors from directors? Rich shared that the same discussion took place a year ago, with no consensus reached. At times, discussions on-list or disagreement in position are being interpreted as hostile. Several list participants also expressed surprise at the volume of email on the board's list. Daniel stated that those who wish to express non-popular opinions should be able to do so freely. F. Board Votes And Consensus Discussion opened about how using voting to solve an issue is often seen as a failure of consensus (i.e., non-unaminous votes seem to be avoided). Historically, the Board has believed that if a vote is not unanimous, it indicates that consensus has not been reached, therefore further discussion may still be necessary. Suggestion: the Board could utilize +0 and -0 votes (expressing an acceptance of a position without fully agreeing/disagreeing), despite that Delaware corporate law does not recognize votes like that, but only has yes, no, or abstain. Unlike other foundations, once the ASF Board has voted on something, speaks in one voice and all directors commit to support the decision within the Foundation regardless of their individual votes. There were many nods of agreement to this. There was a thorough discussion of of both the historical tendency of past boards to avoid non-unanimous votes, along with ideas of how we can make board-level decisions more efficient while respectfully allowing dissenting voices a chance to be heard and debated. Myrle requested that we do not be normative on the meaning of “no” and “abstain” votes; this was moved forward as a future discussion item for documenting how directors express formal votes, both during a meeting and in our formal published minutes. While some sort of consensus is needed on this topic, it doesn't solve the communication issue. We had a discussion regarding possible separation of public and private minutes with respect to votes as well as the canonical meaning of said votes. Tom confirmed from DE law that the identities of who-voted-what is not required to be public. The minutes, however, should indicate if a director revised the resolution themself or if a director dissents from the vote being conducted at all (e.g., a point of order over the voting process). Craig suggested that we use alternate venues for directors to express disagreement and dissenting views such as the board@ and members@ mailing lists. David shared subscriber statistics for the board@ mailing list. The trend shows that the subscriber count has been consistently increasing, with a handful of unsubscriptions within a single month. These figures do not reflect any subscribers who may simply filter out these emails. G. Documentation Greg suggests adding a highlights section to Infrastructure board reports of notable changes affecting either projects or operations areas. * Action-Item: Greg/David to update monthly Infrastructure board report format. Matt suggests a form email for new directors similar to the new PMC chairs email with how-to information. This should likely be emailed from the outgoing Chairperson each year. Craig suggests updating the ICLA form to use given name and family name fields to help reduce confusion in the ordering of names from various languages. * Action-Item: Joan to improve documentation on how Code of Conduct violations are resolved. H. Bill Payment Processing Myrle notes that our current bill pay workflow combined with our current accounting roles has created a situation in which it is difficult for the Treasurer to check that all outstanding bills are being paid. This will be brought back to the list for action. I. Executive Session There was a 30 minute executive session from 12:00PM to 12:30PM. All Directors were present along with the Secretary. J. Monthly Board Meeting At 12:30PM the normal monthly May 2019 Board meeting took place. The agenda and minutes for this meeting will be published after the usual board review. The monthly meeting adjourned at 1:45 PM. This was followed by a one hour break. K. President and EVP Discussion on Operations Sam noted that we shouldn't get hung up on the word "operations" in terms of describing various non-project officers doing work. Notifications from Operations to the Board need to be proactive and broken out clearly in reports. Operations is empowered to do things within their specific areas of responsibility on their own if necessary. We like to follow the principle of least astonishment. Mistakes will be made, and are expected. H. Five Year Strategic Plan With a new board we discussed updates to director sheperds to: https://www.apache.org/board/plan.html @Myrle @Shane: help Rich with the Conferences section @Daniel: add topic on paid fundraising position. @Joan: Help shepherd the governance and PMC lifecycle sections. @Tom: Help shepherd the financial aspects. @Gris: Author proposals for diversity and inclusion. @Myrle: Make sure every current director has access to the asf-p wiki. @Greg: Make sure all current directors have write access to https://www.apache.org/board/ source repository. @Matt: Start thread about ASF policies page to help with Incubator. 4. Recess The meeting was recessed at 5:00 p.m. (Central) until the following day, 16 May 2019, at 9:00 a.m. (Central), at the same location. 5. Reconvene The meeting was reconvened on 16 May 2019 at 9:10 a.m. (Central) and began as soon thereafter that a sufficient attendance to constitute a quorum was recognized by the Vice Chairman. 6. Roll Call Directors Present: Rich Bowen Shane Curcuru Myrle Krantz Daniel Ruggeri Craig L Russell Roman Shaposhnik Joan Touzet Danny Angus joined 9:36 Directors Absent: none Executive Officers Present: David Nalley Tom Pappas Sam Ruby Matt Sicker Executive Officers Absent: Ross Gardler Ulrich Stärk Guests: Robin Anil Brian Fitzpatrick Sally Khudairi Greg Stein joined 9:29 7. Discussion Items A. The Board accepted the resignations of Phil Steitz and Jim Jagielski by general consent. B. Roman suggested we fill the two vacant director positions before choosing the new chair. He proposed that Vice Chairman Shane continue as the acting chair. C. A question was raised whether or not we can choose a chair that is not a director, though no action was taken on this. D. To fill the vacant director seats, the Board first considered the runners up in the most recent election. The Board appointed Danny Angus to the board of directors by general consent. As there were no other runners up, the Board postponed discussion of filling the remaining director seat until Danny could join the meeting. E. Daniel gave an explicit vote of confidence in Sam Ruby as President; there were several concurrences. F. The Board welcomed Danny Angus as Director who joined the meeting via telephone. G. The Board declined to make any further officer changes, noting that David Nalley had been appointed EVP during the May meeting. H. Joan volunteered to run small event funding. I. The Board further considered Directors from the previous term to fill the remaining board seat. After considerations and contact with candidates, the Board appointed Ted Dunning to the board of directors by general consent. J. Roman complimented Infrastructure about the smooth transition of many project repositories from SVN to GitHub. 8. Adjournment Adjourned at 10:50 a.m. (Central) ------------------------------------------------------ End of minutes for the May 15-16, 2019 board meeting.