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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 <http://www.apache.org/
foundation/records/minutes/1999/board_minutes_1999_06_22.txt>.
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 <http://www.apache.org/
foundation/records/minutes/1999/board_minutes_1999_07_13.txt>.
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 <ebayeh@us.ibm.com>
Hans Bergstein <hans@gefionsoftware.com>
James Davidson, Sun <duncan@apache.org>
Pierpaolo Fumagalli, IBM <pier@apache.org>
Craig McClanahan, MyTownNet <cmcclanahan@mytownnet.com>
Stefano Mazzocchi, Independent <stefano@apache.org>
Jon Stevens, Clear Ink <jon@working-dogs.com>
James Todd, Sun <gonzo@eng.sun.com>
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
<http://www.apache.org/>.
[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.
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