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The Apache Software Foundation
Board of Directors Meeting Minutes
28 February 2000
1. Call to order
The meeting was scheduled for 10:00am PST -0800. A quorum was
recognized by the chair and the meeting started at 10:06. The
meeting was held by teleconference hosted by IBM.
2. Roll Call
The following directors were in attendance at roll call:
Brian Behlendorf, Ken Coar, Ben Hyde, Jim Jagielski, Roy Fielding.
The following directors joined after roll call:
Randy Terbush joined at 10:10.
Dirk-Willem van Gulik joined at 10:11.
The following directors were absent:
Ben Laurie, Sameer Parekh
The following guests were in attendance:
Steve Blood (at 10:33)
3. Minutes from the meeting of 01 November 1999
The minutes from the board meeting of 01 November 1999 were
unanimously approved. The minutes are recorded at
<http://www.apache.org/foundation/records/minutes/1999/
board_minutes_1999_11_01.txt>.
4. Officer Reports
A. President [Brian]
Brian reported on the move of ASF projects and resources to the
new 'locus.apache.org' server. He also reported that he was working
his keynote speech for ApacheCon.
B. Treasurer [Randy]
Randy reported on the current fiscal health of the foundation. The ASF
had a positive cash account of over $30,000. Randy also reported
that despite previous information, the ASF is not able to accept
Diner's Club for credit card donations.
It was at this time that it was deemed appropriate to discuss item
6B, The pros and cons of being a 501(c)(3), since Steve Blood joined
the telecon at that time. Steve Blood is from Copyleft and they had
recently investigated the particulars of the 501(c) family. Steve
reported that in general, 501(c)(3) status that characterizes the
foundation as a charitable organization is not as attractive to
the businesses. Under this format, contributions are tax deductible
for individuals, but not the method of choice for business. Instead,
business prefers a setup that allows them to deduct donations as
business expenses. Pure foundations are more attractive if
funds from government, education, or other charitable organizations
are a major source of donations. There is no issue with having
"targeted donations" for any of the setups, as far as the IRS
is concerned.
C. Exec. V.P. and Secretary [Jim]
Jim had nothing to report.
D. Chairman [Roy]
Roy reported that he was preparing for the member's meeting scheduled
for the Saturday after ApacheCon. He was formulating the agenda
and the new member list and ballot. Roy also reported that hoped
that the member's meeting would provide an opportunity to
discuss budgeting. Roy also reported his new role as Chief Scientist
at eBuilt.
5. Committee Reports
A. Conferences Committee [Ken]
Ken reported that the registrations for ApacheCon indicated that
the conference would most likely be successful. At the time,
there were about 617 paid registrations. Ken also reported the
ASF would have a booth available at the ApacheCon expo. Ken reported
that at AC2K, the Conferences Committee would like to announce
ApacheCon-Europe, set for London, England. Ken also reported that
the ConCom was very pleased with Camelot Communications.
B. Jakarta PMC [Brian]
Brian reported that there was little to report. The status of the
actual PMC would be determined and verified.
C. Apache XML PMC [Dirk]
Dirk reported that the XML project was moving smoothly. Licensing
issues were being worked and a short resolution was anticipated.
D. Apache Server PMC [BenH]
Ben Hyde reported on the release of Apache 1.3.12, and expressed
his appreciation to everyone who worked to get it out, especially
Marc Slemko.
6. Special Orders
Brian left at this point in the meeting (10:56am).
A. Proposal from ZOT Group for continuing media management services
See message posted to board by Brian on 21 Feb 2000,
Msg-ID: <Pine.LNX.4.10.10002212010190.532-100000@yaz.hyperreal.org>.
This was tabled in the interests of time.
B. Discussion about pro/con of becoming 501(c)(3).
See 4B/Treasurer's report.
C. Ken requested that the ASF investigate the procedure in having the
ASF formally accept PHP and mod_perl as Foundation projects.
It was unknown at that time if they actually wanted to be ASF
projects. There were indications that PHP were creating their
own foundation, in order to be able to obtain directed donations.
It was also anticipated that mod_perl still desired to become a
formal ASF project. Both projects would be contacted to verify.
D. Discuss our usability policies for the various bits of artwork
currently "owned" by the ASF.
This was tabled in the interests of time.
7. Unfinished Business
A. Modifications to Trademark Assignment agreement
WHEREAS, The Apache Software Foundation desires that trademarks
used in conjunction with the Apache open-source software projects
be formally transferred from their individual owners to the Foundation.
Now, THEREFORE, BE IT RESOLVED, that the trademark assignment form
attached hereto as Exhibit I is approved for use by members wishing
to transfer ownership of any trademarks to the Foundation.
APPROVED BY FORMAL VOTE:
Yea: Ken, BenH, Jim, Randy, Dirk, Roy
Nay: none
Abstain: none
Absent: Brian, BenL, Sameer
B. Project Management Committees
1) should the PMC report directly to the board
2) should the PMC consist entirely of ASF members
3) should 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
It was agreed that these discussions would be best held at the
member's meeting and so was tabled until then.
C. Initial Foundation Budget
Randy proposed to create a preliminary budget for the ASF. It
was noted that our fiscal year ends April 30.
8. New Business
None
9. Announcements
None
10. Adjournment
The meeting was adjourned at 11:52am PST -0800.
__________________________________________________________
__________________________________________________________
Exhibit I: Trademark Assignment
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 non-stock
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 listed and attached hereto as
Exhibit A, 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.
Foundation agrees to indemnify and hold Member harmless from any and
all claims, demands, costs and attorneys fees incurred by or hereafter
asserted against Member arising from or relating to the ownership of
or use of the Trademarks. Member hereby disclaims any and all
warranties of 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
_____________, 2000.
By: ________________________________
Exhibit A:
__________________________________________________________
End of minutes
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