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The Apache Software Foundation
Board of Directors Meeting Minutes
22 September 1999
1. Call to order
The meeting was scheduled to begin at 10:00am PDT -0700. At 10:12am, 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
Jim Jagielski
Ben Laurie
Sameer Parekh
Randy Terbush
Directors absent:
Dirk-Willem van Gulik (joined meeting at 10:32am)
Guests:
None
3. Minutes from the meeting of 16 September 1999
The minutes from the 16 September 1999 meeting were amended to replace
the word "publically" with "publicly" and to clarify that the planning
session noted in section 5A refers to the Apachecon 2000 (AC2K) session.
The minutes, as amended, were unanimously approved and made publicly
available at <http://www.apache.org/
foundation/records/minutes/1999/board_minutes_1999_09_16.txt>.
4. Officer Reports
A. President [Brian]
Brian reported that the XML project launched, having a teleconference the
morning of 16 September 1999 that Dirk attended. People involved in
the project include: Tim Bray and James Clark. Others have been notified
and asked for advice. Brian also reported that ``Jakarta steams along''
although with no new grant proposal from Sun at present. Brian anticipates
receiving it soon. Brian spoke at the Foresight Institute conference in
Redwood City about Apache and the Apache process. He was next flying out
(the weekend of 18 September 1999) to Virgina to address the
Telecommunications Policy Research Council on the same issue.
Per Randy's query, Brian reported that the TPRC paid his travel expenses.
At 10:32am, Dirk joined the meeting.
B. Treasurer [Randy]
Randy reported that the ASF has a current balance of One Hundred Seventy
Seven Dollars and Thirty Six Cents ($177.36) after reimbursing Roy Four
Hundred Nineteen Dollars and Sixty Seven Cents ($419.67).
Randy reported that he investigated the costs of accounting and
bookkeeping. Initially, the costs should average about Two Hundred
Dollars ($200) a month with it increasing to around One Thousand
Dollars ($1000) a month including filing of income tax forms. Randy
noted that these figures assumed that the ASF would be accepting
targeted donations.
Obtaining the EIN was put on hold regarding the decision on nonprofit
classification. Randy was under the impression that the ASF
would be seeking 501(c)(3) status. Sameer reminded Randy that instead
the resolution specified that the ASF would obtain ``appropriate
tax-exempt status'' empowering Randy to determine and choose the
best form. Sameer also reported that changing the classification
in the EIN application was relatively easy; Randy's concern was
directly from his accountant's position.
Randy reported that not having an EIN is holding off the ASF's status
in obtaining a merchant account. There was some discussion regarding
how important obtaining a merchant account, and thus being able to
accept credit card charges, was. It was generally agreed that accepting
credit cards was greatly desired.
C. Exec. V.P. and Secretary [Jim]
Jim also reported that notice of the LinuxWorld Editor's Award (1999)
to the ASF was posted on the new-httpd mailing list.
Roy mentioned that he had received 9 of the ``New Member'' ballots at
the present time. Jim did not have the number he had received handy
but reported that 9 sounded ``about right.'' Jim agreed to send
reminders to the members mailing list encouraging people to send
in their votes.
5. Committee Reports
None scheduled for this meeting.
6. Special Orders
No new items scheduled for this meeting.
7. Unfinished Business
A) Budgeting process
1) should President and PMC chairs request money for general
expense categories or specific grants, or both
2) should we accept earmarked funds (money for anything other than
the ASF general fund)
3) what do we do with unspent earmarked funds
4) disposition of funds earmarked for use by a specific project
5) disposition of funds earmarked to be spent on a specific grant
6) should the corporation budget to hire a bookkeeper
in order to keep track of multiple accounts
7) process for determining the overhead amount, and later review
8) planning for quarterly/yearly reports
Debate was held on 2 proposed budgeting resolutions. One key
point of the discussion was whether or not PMCs should be required
to submit a ``budget'' and have the PMCs describe their use of the
funds requested.
The following resolution was adopted by a vote of the directors,
with eight "yes" votes (Roy, BenH, Brian, BenL, Jim, Ken, Randy, Dirk),
no "no" votes, and no abstentions (Sameer was absent from the vote):
WHEREAS, the Apache Software Foundation is a support
organization for open-source software development projects; and
WHEREAS, donations of funds, services, or goods to the
Foundation may be made with the desire on the part of the donor
that the said funds, services, or goods should be utilized to
directly support one or more particular projects or purposes;
NOW, THEREFORE, BE IT RESOLVED, that the Apache Software
Foundation shall accept such targeted donations; and be it
further
RESOLVED, that the acceptance of a targeted donation does not
constitute a commitment by the Foundation to any more than a
best effort in good faith to apply the donation as requested;
and be it further
RESOLVED, that the Foundation will not disburse funds for use by
a Project Management Committee until that Project Management
Committee has developed a budget indicating how those funds will be
used and that budget has been approved by the Board of Directors;
and be it further
RESOLVED, that the Treasurer shall include the intended purpose
of any such targeted donations as part of his reports, making
the intended purpose of the donation a matter of public record;
and be it further
RESOLVED, that such targeted donations shall be applied to the
Foundation's general operating fund or resource pool for
allocation, disbursement, or assignment as the Foundation may
see fit, bearing in mind the donor's intention and the needs of
the Foundation and its projects.
Immediately after this vote, Jim had to temporarily leave the meeting
(11:25am).
B) Initial Foundation Budget
Item 7B was tabled.
At this time, it was proposed that Item 7D be discussed before
item 7C. This was approved.
D) Appointment of people to the Licenses Committee
There was a motion to change the Chairman of the Licenses Committee
from Brian to BenL. This was unanimously approved.
The purpose of the Licenses Committee was next discussed. The general
consensus was that it's purpose is to define the range of acceptable
licenses for ASF projects.
There was a motion to change the status of the Licenses Committee
from a board committee to a task assigned to the President. Since
the board had not yet approved the composition of this committee,
and the committee's findings would be submitted to the full board
for approval, the previously established Licenses Committee was
terminated by general consent and replaced with a task for Brian.
Brian then delegated that task to a new licenses committee, as follows:
Ben Laurie, Chairman
Brian Behlendorf
Ralf Engelschall
Jim Jagielski
Randy Terbush
Rasmus Lerdorf
Doug MacEachern
Jon Stevens
Seth David Schoen
The new licenses committee will report their conclusions to the board.
C) Project Management Committees
1) should the PMC report directly to the board
2) must the PMC consist entirely of ASF members
3) must the PMC chairperson be an ASF member
4) should the PMC composition be set by the board or delegated
to the project after the initial PMC creation
5) should the appointment of the PMC chairperson be restricted to
candidates proposed by the project
Item 7C was tabled in the interests of time.
At this time, Jim rejoined the meeting.
E) Apache Group assignment of license/rights to The ASF
There was no action required by item 7E, which is simply
a ``reminder'' for Roy.
8. New Business
Dirk reported some new business regarding XML. At the above mentioned
meeting (see President's Report) Dirk reports that it was decided to
hold off on any press release until the project has a code base, CVS,
a broader group, milestones and a charter, in order to prevent the
``Jakarta situation.''
Ken wanted some clarification and guidance on the ``donations
page'' and how it should ``read'' regarding this meeting's resolutions.
The general consensus was that it should include a general list of the
ASF's goals and needs, with more detail being added once a budget exists.
Ken reported that OneStopSite had been selected to design the Apachecon
2000 web site.
9. Announcements
None.
10. Adjournment
Motion to adjourn was moved and seconded. The meeting was adjourned at
12:12pm PDT -0700.
__________________________________________________________
End of minutes for the 22 Sept 1999 meeting.
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