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- Original The Apache Software Foundation
Board of Directors Meeting Minutes
27 April 1999
1. Call to order
The meeting was held via a group teleconference hosted by IBM. The meeting
was called to order at 10:07am PDT -0700, with Roy T. Fielding presiding.
2. Roll Call
A quorum was present, including: Brian Behlendorf, Roy. T Fielding,
Ben Hyde, Jim Jagielski, Ben Laurie, Sameer Parekh and Randy Terbush. Ken
Coar "arrived" late. Dirk-Willem van Gulik was unable to attend.
Guests: Drew Wright (counsel)
3. Minutes
Minutes of the last meeting, available at:
apachegroup-site/board/minutes/board_minutes_1999_04_13.txt
were approved via unanimous consent.
4. Officer Reports
A. President. [Brian]
Brian reported in the status of our search for addition counsel. As of
the date of the meeting, he had not found any lawyers available for
pro-bono work. Brian reported that he still had a few "leads" available.
A discussion was held concerning possibly drafting a project description
for this additional counsel and what resources or services ASF could
offer in payment.
B. Treasurer. [Randy]
Randy reported that the formal Band and Merchant account for the ASF has
been created with the National Bank of Commerce, 1248 O Street, Lincoln,
NE 68508. This bank allowed for accounts to be opened with no balance and
there are no fees for non-profit organizations.
This effort will further be detailed in Agenda Item 6.A.
Randy will distribute signature cards to the above named officers for
their signature and return.
C. Secretary. [Jim]
Jim reported that he had the capability to generate PDF files from other
file formats. It was generally agreed that use of PDF files for minor
documents was not worth the effort.
5. Committee Reports
A. Apache Conferences Committee. [Ken]
At the time this report was due, Ken was not available. It was tabled
until the time that he joined the conference.
AT THAT TIME, Ken reported that he had received, in Microsoft Word format,
the latest proposal from LKE regarding ApacheCon. As of the date of the
meeting, he had not had the opportunity to read the proposal. It was
agreed to by all that Ken should forward the proposal to the Conference
Committee, for their review and comments, and to the "core" team members
for their information.
6. Special Orders
A. Banking Resolutions
RESOLVED, that the Corporation open one or more deposit accounts with
the National Bank of Commerce, 1248 O Street, Lincoln, NE 68508
(the "Bank"); and be it further
RESOLVED, that the officers named immediately below are authorized to
sign checks and other orders for the withdrawal of funds from each
such account in accordance with this resolution.
Name Title
Brian Behlendorf President
Jim Jagielski Executive Vice-President and Secretary
Randy Terbush Treasurer
NOW THEREFORE, BE IT FURTHER RESOLVED, that the issuance of checks or
other orders for the withdrawal of funds from such accounts in excess
of US$5,000 or its equivalent (except for checks between Corporation
accounts) shall require the signatures of two of the above-named
authorized officers of the Corporation; and be it further
RESOLVED, that the standard form of banking resolutions provided by
the Bank, reflecting the above signatory requirements as to each such
account, hereby are in all respects approved, ratified and adopted
with respect to each such account with the Bank, and the officers of
the Corporation are hereby authorized and directed to certify to the
Bank the approval, ratification and adoption of said resolutions and
to file a true copy of the same in the minute book of the Corporation
immediately following this Consent, and to execute such other
documents and take such other actions as may be necessary in
connection with the opening of each such account;
The above RESOLUTIONS have been incorporated into
apache-core/director-consent.txt
B. Appointing additional responsibilities to officers and/or non-
officers.
1) director of public relations
2) director of membership relations
The proposal was to assign the above responsibilities to present
members. It was generally agreed that, at the present time, the
assignments were premature due to (a) the desire of ASF to
avoid the appearance of a "top heavy" foundation and (b)
to wait until more projects and efforts are "folded" into
ASF, giving these new people the opportunity for these
responsibilities.
C. Issues regarding the membership application form
Roy has proposed that the license grant part of the membership
application form be dropped in favor of a general contributor
license form to be filled-out independent of the membership process.
Also requires a few changes to the director consent resolutions.
The idea was to make it easier for people to submit code and
patches without their employers approval and authorization.
The discussion was raised concerning the changes in
apache-core/membership-application.txt in which the text which required
the submitter to check 'Yes' or 'No' regarding their desire to become
a member of ASF was changed to:
"I have read and understand the Bylaws of The Apache Software
Foundation and I wish to become a member in accordance with
those Bylaws."
There was concern about the possibility of ASF "declaring"
people as Emeritus Members, since membership itself is something
which must have been requested by the individual. It was generally
agreed that all Emeritus members of the Apache Group would be
asked if they would like membership in ASF and, if so, if they
would desire active or Emeritus membership.
The amended membership-application.txt (Exhibit A) was then approved
by general consent:
RESOLVED, that the Membership Application attached hereto as
Exhibit A be and hereby are in all respects approved and adopted
as the Membership Application of this Corporation, and said
Application shall be made a part of the minute book of the
Corporation along with these minutes.
The Contributor License was further discussed regarding the
form and format of the actual text and who would be required
to sign the form. Drew's intention was that only the "core"
members of ASF be required to sign and that for the "patch
submitter," a simpler "point and click" consent, with text
to the effect that "I, the submitter, agree and am authorized
to submit this patch", would be for such interfaces as the
Bug Database. The Board agreed to further refine the license
and consider the best implementation for "day to day"
development of The Apache Works.
D. Adoption of the license agreement form (license-grant.txt)
The issue was raised over whether Emeritus or active Apache Group
members would decline to sign the license agreement form. Drew's
comments were that the form is designed to transfer the license
and code of Apache from the Apache Group to the ASF.
It was generally agreed to add the clarifiation of "current or former"
to the designation of the Apache Group member statement.
The amended License Agreement Form (Exhibit B) was then approved
by general consent:
RESOLVED, that the License Agreement Form attached hereto as
Exhibit A be and hereby are in all respects approved and adopted
as the License Agreement Form of this Corporation, and said
Form shall be made a part of the minute book of the
Corporation along with these minutes.
E. Adoption of the trademark assignment form (trademark-assignment.txt)
See Next Agenda Item: F
F. Adoption of the equipment use letter (equipment-use-letter.txt)
Assets/Trademarks to be transfered from The Apache Group to The
Apache Software Foundation (ASF) were discussed. Only Brian and
Randy had such assets/trademarks to be transfered. Brian has the
actual physical hardware, Randy has the Apache "feather" trademark
and the various Apache domain names. Randy was concerned about the
wording of the tranfer documentation; his concern was that it
provided no protection from future suits brought against ASF or
himself for possible trademark iinfringement issues. Drew's comments
clarified the meaning of the documentation, which does, in fact,
provide such protection. In essence, when the ASF takes over
trademarks, it also "takes over" possible damages as well.
The Equipment Use Letter (Exhibit C) was then approved by general consent:
RESOLVED, that the Equipment Use Letter attached hereto as Exhibit C
be and hereby are in all respects approved and adopted as the
Equipment Use Letter of this Corporation, and said Letter shall be
made a part of the minute book of the Corporation along with
these minutes.
The Trademark Assignment form (Exhibit D) was then approved by general
consent:
RESOLVED, that the Trademark Assignment form attached hereto as
Exhibit D be and hereby are in all respects approved and adopted as
the Trademark Assignment form of this Corporation, and said Form shall
be made a part of the minute book of the Corporation along with these
minutes.
G. Adoption of the bill-of-sale/assignment form (BOS-and-assignment.txt)
The Bill-of-sale/Assignment form (Exhibit E) was then approved by general
consent:
RESOLVED, that the Bill-of-sale/Assignment form attached hereto as
Exhibit E be and hereby are in all respects approved and adopted as
the Bill-of-sale/Assignment form of this Corporation, and said
Form shall be made a part of the minute book of the Corporation
along with these minutes.
H. Appointment of a Vice Chairman of the Board
It was generally agreed that the President serves under this function.
I. Set dates for next two Board meetings
The next board meeting is scheduled for Thursday, May 13, 1999
from 10:00am PDT to 12:00pm PDT. The following meeting is tentatively
scheduled for Thursday, May 27, 1999 from 10:00am PDT to 12:00pm PDT,
depending on the availability of Dirk.
7. Unfinished Business
Brian stated that he was continuing the effort in the "reorganization"
of the non-public groups and domains.
The question was raised as to exactly when ASF was an "official"
incorporation. Drew stated that at the point in time when all
members have signed and submitted the Membership Application and
the Member Consent, and when all board members have signed and
submitted the Director Consent, ASF will officially exist.
The possibility of using IRC instead of teleconferencing was
suggested. It was generally agreed to "hold off" on this effort.
8. New Business
9. Announcements
It was announced by Roy that he was leaving on vacation on Thursday,
April 29. It was anticipated that the final forms for the incorporation
of ASF would be available by then for him to sign.
10. Adjournment
The meeting was adjourned at 12:00pm PDT -0700.
==================== Exhibit A: Member Application ====================
The Apache Software Foundation
Membership Application
Thank you for your interest in The Apache Software Foundation (the
"Foundation"). To apply for membership, please complete this application
and send it by facsimile to the Foundation at +1-410-803-2258, or send a
photocopy by regular mail to The Apache Software Foundation,
1901 Munsey Drive, Forest Hill, MD 21050-2747, U.S.A. Please read this
document carefully before signing and keep the original for your records.
Full
name: ___________________________
Mailing
Address:___________________________ Telephone: ___________________
___________________________
___________________________ Facsimile: ___________________
___________________________
Country:___________________________ E-Mail: ___________________
Membership in the Foundation carries certain responsibilities. Your
membership is conditioned upon your acceptance of the Foundation's
Bylaws (available at <http://www.apache.org/foundation/bylaws.html>).
I have read and understand the Bylaws of The Apache Software Foundation and
I wish to become a member in accordance with those Bylaws.
Please sign: ________________________________ Date: _____________________
==================== Exhibit B: License Agreement Form ====================
License Agreement
This License Agreement is entered into as of the ___ day of
____________, 1999 by ________________, a resident of
_________________ ("Licensor") in favor of The Apache Software
Foundation, a Delaware nonstock membership corporation (the
"Foundation").
WHEREAS, Licensor is a current or former "core member" of The Apache
Group (the "Group"), an unincorporated association of persons maintaining
and collaborating on an open-source software project known as "The Apache
HTTP Server Project" (the "Project");
WHEREAS, the Foundation has been organized by "core members" of
the Group for the purpose of assuming all rights and obligations
associated with the Project; and
WHEREAS, Licensor desires to grant the Foundation sufficient
rights to the software code base associated with the Project to
facilitate the assumption by the Foundation of the Project.
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, worldwide, no-charge, royalty-free, transferable
copyright license to use, execute, prepare derivative works of, and
distribute (i) Licensor's past and present contributions of software
code, documentation and other materials to the Project, and (ii) all
software code, documentation and other materials associated with the
Project (the "Apache Works") as a whole, including portions
contributed by other persons, and to authorize others to do the
same. Licensor is effecting the forgoing license grant both as an
individual contributor with respect to Licensor's contributions, and
as a co-author of the Apache Works as a whole, with the right to grant
the forgoing unrestricted license. In addition, without limiting the
generality of the forgoing license grant with respect to the Apache
Works, Licensor also hereby provides the Foundation with a license to
the Apache HTTP Server, consituting a portion of the Apache Works,
from all of its contributors under the terms and conditions of the
license attached hereto as Exhibit A.
2. Licensor represents that he is legally entitled to grant the above
license and that, except as disclosed with his contributions to the
Program, such contributions were his original creation(s). 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. This license is provided AS-IS, without warranty of any kind
(either express or implied) including, without limitation, any implied
warranty of merchantibility and fitness for a particular purpose and
any warranty of non-infringement.
IN WITNESS WHEREOF, Licensor has executed this License Agreement
as of the date first written above.
GRANTOR:
By: ________________________________
Print Name: _________________________
Exhibit A
License to the Apache HTTP Server
/*====================================================================
* Copyright (c) 1995-1999 The Apache Group. 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. All advertising materials mentioning features or use of this
* software must display the following acknowledgment:
* "This product includes software developed by the Apache Group
* for use in the Apache HTTP server project (http://www.apache.org/)."
*
* 4. The names "Apache Server" and "Apache Group" 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. Redistributions of any form whatsoever must retain the following
* acknowledgment:
* "This product includes software developed by the Apache Group
* for use in the Apache HTTP server project (http://www.apache.org/)."
*
* THIS SOFTWARE IS PROVIDED BY THE APACHE GROUP ``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 GROUP 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 Group and was originally based
* on public domain software written at the National Center for
* Supercomputing Applications, University of Illinois, Urbana-Champaign.
* For more information on the Apache Group and the Apache HTTP server
* project, please see <http://www.apache.org/>.
*
*/
==================== Exhibit C: Equipment Use Letter ====================
___________, 1999
The Apache Software Foundation
1901 Munsey Drive
Forest Hill, MD 21050-747
US
Re: Use of Equipment and/or Services
Gentlemen:
I have volunteered to provide The Apache Software Foundation (the
"Foundation") use of certain equipment, space and/or services. I am
writing to outline our mutual responsibilities to ensure that this
arrangement will not create a misunderstanding or conflict in the
future. This letter supersedes any prior letter between us concerning
this arrangement.
I will be providing the Foundation with use of the equipment,
space and/or services listed in Exhibit A to this letter. This
arrangement is a simple, revocable, at-will license, and is not a
lease. I cannot guarantee that this license will continue
uninterrupted during its term. For example, business plans may require
interruptions arising from relocation of the equipment, and may
require assignment of alternative space for the Foundation. In
addition, outages, whether for the maintenance or modification of the
equipment or otherwise, may require interruption of the Foundation's
license.
Any equipment, space and services provided are provided on an
as-is basis, without warranty of any kind. I may find it advisable to
terminate this license in the future and may so terminate this license
in my sole discretion. Although I intend to notify the Foundation of
changes whenever possible, I am not required to provide any notice.
Please note that any equipment of the Foundation located in any
space provided hereunder will not be covered by any insurance
maintained by me, and I cannot assume responsibility for any damage to
such equipment (including damage from my relocation of such equipment)
except damage caused by my willful conduct or gross negligence. I
strongly recommend that the Foundation maintain insurance on such
equipment.
This letter is intended to set our expectations and minimize the
potential for misunderstandings and conflict. If the above is
consistent with the Foundation's understanding and the Foundation is
in agreement, please execute this letter in the space provided below
and return it to me for my files.
Sincerely,
Agreed and accepted:
THE APACHE SOFTWARE FOUNDATION
By: ________________________________
Print Name: _________________________
Title: _______________________________
Exhibit A
List of Equipment, Space and/or Services
[To be provided]
==================== Exhibit D: Trademark Assignment form ====================
TRADEMARK ASSIGNMENT
WHEREAS, _________________, a resident of ____________ ("Member"),
as a "core member" of The Apache Group (the "Group"), an
unincorporated association of persons maintaining and collaborating on
an open-source software project known as "The Apache HTTP Server
Project" (the "Project"), has certain rights to, has adopted, used and
is currently using in connection with the business of the Group and
the Project the "Apache", "Apache Server", "Apache HTTP Server" and
"Apache Group" trademarks (the "Trademarks");
WHEREAS, The Apache Software Foundation, a Delaware nonstock
membership corporation (the "Foundation"), has been organized by the
"core members" of the Group for the purpose of assuming all rights and
obligations associated with the Project; and
WHEREAS, the Foundation desires to acquire all right, title and
interest Member has to the Trademarks, and Member desires to transfer
all such right, title and interest in and to the Trademarks to the
Foundation.
NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Member by these
presents does sell, assign and transfer unto the Foundation and its
successors and assigns, Member's entire right, title and interest,
including all registrations thereof and all common law rights, in and
to the Trademarks, along with the goodwill of the business in
connection with which the Trademarks are used, together with all
claims for profits and damages by reason of past infringement, if any,
of the Trademarks, with the right to sue for and collect the same for
the Foundation's own use and advantage and for the use and advantage
of the Foundation's successors, assigns or other legal
representatives.
Member covenants that he will do or cause to be done all such
further acts, and shall execute and deliver, or cause to be executed
and delivered, all deeds, transfers, assignments, conveyances,
evidences of title, notices, powers of attorney, and assurances
necessary or desirable to better assure and confirm the Foundation's
title to the Trademarks.
This Assignment shall be deemed to be effective as of and from the
day hereof.
IN WITNESS WHEREOF, Member has executed this as of this ___ day of
________, 1999.
By: ________________________________
Print Name: _________________________
==================== Exhibit E: BOS and Assignment form ====================
BILL OF SALE AND
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (the
"Agreement") is made effective as of the ___ day of _______, 1999, by
and between ____________, a resident of _________________ ("Grantor"),
and The Apache Software Foundation, a Delaware nonstock membership
corporation ("Grantee").
P R E A M B L E
WHEREAS, Grantor is a "core member" of The Apache Group (the
"Group"), an unincorporated association of persons maintaining and
collaborating on an open-source software project known as "The Apache
HTTP Server Project" (the "Project");
WHEREAS, Grantee has been organized by the "core members" of the
Group for the purpose of assuming all rights and obligations
associated with the Project; and
WHEREAS, Grantee desires to acquire all right, title and interest
Member has to the assets and contract rights listed in Exhibit A (the
"Assets"), and Member desires to transfer all such right, title and
interest in and to the Assets to Grantee.
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. Bill of Sale and Assignment.
(a) Grantor does hereby sell, transfer, convey, assign and deliver to
Grantee, and its successors and assigns, all of its rights, title and
interest in and to each and all of the Assets; provided, however, as
to any lease, contract, agreement, permit or other authorization
included in the Assets which cannot be sold, transferred, conveyed,
assigned or delivered effectively without the consent of a third
party, which consent has not been obtained, this Agreement shall be of
no force or effect until such requisite consent is obtained, whereupon
this instrument shall become of full force and effect with respect
thereto.
(b) Grantor hereby constitutes and appoints Grantee the true and
lawful attorney of Grantor, with full power of substitution, in
Grantor's name and stead or otherwise, for the account and benefit of
Grantee:
(i) to demand and receive from time to time any and all of the
Assets;
(ii) to give receipts and releases for and in respect of the Assets
or any part thereof; and
(iii) to give any notices and to do all acts and things in relation
to the Assets as Grantee shall deem desirable including, without
limitation, executing any and all legal or administrative documents or
proceedings to assert or enforce any claim, right, or title in or to
any of the Assets.
2. Assumption of Liabilities. Grantee hereby assumes and agrees to
pay, perform and discharge each and all of the obligations of Grantor
under each lease, contact, agreement, permit or other authorization
included in the Assets in accordance with the terms thereof; provided,
however, as to any lease, contact, agreement, permit or other
authorization included in the Assets which cannot be sold,
transferred, assigned, conveyed or delivered effectively without the
consent of a third party, which consent has not been obtained, this
Agreement shall be of no force or effect until such requisite consent
is obtained, whereupon this Agreement shall become of full force and
effect with respect thereto. Nothing contained herein shall require
Grantee to perform, pay or discharge any obligations assumed hereunder
as long as Grantee in good faith shall contest the amount or validity
thereof. Other than specifically stated herein, Grantee assumes no
obligations of Grantor.
IN WITNESS WHEREOF, the undersigned have executed or caused this
Bill of Sale and Assignment and Assumption Agreement to be duly
executed and delivered as of the date first above written.
GRANTOR:
By: ________________________________
Print Name: _________________________
GRANTEE:
THE APACHE SOFTWARE FOUNDATION
By: ________________________________
Print Name: _________________________
Title: _______________________________
EXHIBIT A
List of Assets
[To be provided.]
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