The Apache Software Foundation Board of Directors Meeting Minutes February 19, 2020 1. Call to order The meeting was scheduled for 10:30am Pacific and began at 10:32 when a sufficient attendance to constitute a quorum was recognized by the chairman. Other Time Zones: https://timeanddate.com/s/41zj The meeting was held via teleconference, hosted by the Secretary via Zoom. IRC #asfboard on irc.freenode.net was used for backup purposes. 2. Roll Call Directors Present: Danny Angus Rich Bowen Shane Curcuru Ted Dunning Myrle Krantz Daniel Ruggeri Craig L Russell Roman Shaposhnik Directors Absent: Dave Fisher Executive Officers Present: Sally Khudairi David Nalley Tom Pappas Sam Ruby Matt Sicker Executive Officers Absent: none Guests: Daniel Gruno Furkan Kamaci Gavin McDonald Greg Stein Justin Mclean Kenneth Knowles Patricia Shanahan Sander Striker 3. Minutes from previous meetings Published minutes can be found at: http://www.apache.org/foundation/board/calendar.html A. The meeting of January 15, 2020 See: board_minutes_2020_01_15.txt Approved by General Consent. 4. Executive Officer Reports A. Chairman [Craig] The Foundation continues to operate financially conservatively. A new budget proposal is being developed for the next fiscal year. We understand that Sam Ruby intends to step down as President, and is working with David Nalley on a transition plan. The coronavirus has significantly affected all Chinese people, and we hope that they can resolve the issue quickly and resume normal activity. We are working on developing a policy for Conflict of Interest. While we have no current issues, it is expected that foundations like the ASF will enforce a CoI policy. B. President [Sam] We continue to be on track to be on budget, modulo some timing issues of sponsor payments. No officers in operations are reporting issues requiring board attention. I'm continuing to transition responsibilities to the EVP in preparation for my stepping down. I'm open to discussion as to when it would be best to step down - should it be the current board or the next board that names my replacement? My recommendation for my replacement continues to be David Nalley. Should the current board wish to defer this transition to the next board, my plans are to have David effectively acting as the President by the next board meeting, with me supporting him. Additionally, please see Attachments 1 through 9. @David: determine top ten CI issues affecting projects C. Treasurer [Myrle] Operating Cash on January 31st, 2020 was $2,137.8K, which is down $1K from last month’s ending balance (Dec 19) of $1,738.8K. Total Cash as of Jan 31st, 2020 is $3,531.7K (includes the Pineapple, Restricted Donation as well as the Tides Restricted Donations) as compared to $3,3,993.1K on January 31st, 2019, (a decrease of $461.4K year over year). The January 31st 2020 ending Operating cash balance of $2,137.8K represents an Operating cash reserve of 10.1 months based on the “Estimated” FY20 Cash forecast average monthly spending of $249.9K/month. The ASF actual Operating reserve of 10.1 months at the end of January 2020 is a bit ahead the budgeted 8.7 months of reserve for YTD through January 31st 2020. The estimated YE Operating reserve of 10.6 months is ahead of the Budgeted YE reserve of 7.6 months. The ASF Operating reserve is above the ASAE standard average of 6 months of reserve for Non Profits. Reviewing the YTD Cash P&L, total Revenue is behind budget at this point in the Fiscal year by $288.9K (this is partly due to timing of sponsor payments) The open Accounts Receivable is very healthy at $593K, which as of the Jan 20 Fin Close is enough, if it comes in before 4.30.20, to achieve the FY20 Foundation Sponsorship Budget. As compared to FY19, FY20 YTD revenue is ahead by $133.6K primarily due to FY20 Events exceeding Revenue as compared to FY19, YTD. YTD expenses through January 31st, 2020 are under budget by $254.8K, spread across all depts except Conferences. Which we expect to continue as the FY20 comes to an end. Regarding Net Income (NI), YTD FY20 the ASF finished with a negative <$258.6K> NI vs a budgeted negative <$224.5K> NI or $34.1K behind the Budgeted NI for FY20 at this point in the Fiscal year. After being behind Budgeted NI by $117K, last month, with the timing of Sponsor payments, and expenses under budget, we are getting closer to being back on track for FY20 as compared to budget. The cash forecast has been updated, with the information we have at hand, and at this point with about 3 months left in the Fiscal year, we are still on pace to, if everything goes according to the Forecast, possibly exceed our FY20 budgeted NI. We have one slight change to the Monthly Financial Pkg. We have added a tab for each department, that has their Cash basis GL activity for the month, compared to the combined Cash Basis GL detail that had previously been included. We hope that this provides a more efficient view for department budget holders to review the details of their monthly spending. That said, as I have done in previous months, I urge all dept heads to review their depts in the Cash forecast, for the last 3 months of the Fiscal year, and let us know if there is anything that they are aware of that could change the estimates for the remaining 3 months of FY20. This effort will make the Cashforecast a much more accurate management tool for the Foundation. With regard to FY19, we are ahead in revenue, by $133.6K as noted above, but we are also ahead on expenses by $901.1K (due to ACNA19, ACEU19, the Lease web payment which should have taken place in FY19, but did not etc); thus, year over year NI FY20 is behind FY19 by $767.5K. It is estimated that this will even out, to a degree, as the FY20 progresses. Current Balances: Boston Private CDARS Account 2,266,757.51 Citizens Money Market 714,205.22 Citizens Checking 550,057.58 Paypal - ASF 666.57 Total Checking/Savings 3,531,686.88 Jan-20 Budget Variance Income Summary: Public Donations 11,153.89 7,452.19 3,701.70 Sponsorship Program 87,000.00 337,000.00 -250,000.00 Programs Income 0.00 0.00 0.00 Conference/Event Income 70,018.15 0.00 70,018.15 Other Income 0.00 Interest Income 1,667.08 400.00 1,267.08 Total Income 169,839.12 344,852.19 -175,013.07 Expense Summary Infrastructure 127,667.10 85,733.08 41,934.02 Programs Expense 5,012.78 3,333.33 1,679.45 Publicity 20,689.32 21,233.34 -544.02 Brand Management 0.00 8,166.67 -8,166.67 Conferences 0.00 17,250.00 -17,250.00 Travel Assistance Committee 0.00 10,000.00 -10,000.00 Fundraising 11,420.01 16,080.00 -4,659.99 Treasury Services 3,350.00 3,350.00 0.00 General & Administrative 2,639.97 1,915.00 724.97 Diversity and Inclusion 0.00 5,833.33 -5,833.33 Total Expense 170,779.18 172,894.75 -2,115.57 Net Income -940.06 171,957.44 -172,897.50 YTD FY20 Budget Variance Income Summary: Public Donations 91,865.37 124,856.06 -32,990.69 Sponsorship Program 1,056,600.00 1,228,000.00 -171,400.00 Programs Income 14,900.00 14,000.00 900.00 Conference/Event Income 610,161.06 700,000.00 -89,838.94 Other Income 0.00 0.00 Interest Income 8,287.98 3,850.00 4,437.98 Total Income 1,781,814.41 2,070,706.06 -288,891.65 Expense Summary Infrastructure 812,412.73 826,097.75 -13,685.02 Programs Expense 12,420.31 30,000.00 -17,579.69 Publicity 276,066.08 331,180.00 -55,113.92 Brand Management 35,958.09 73,500.00 -37,541.91 Conferences 651,816.47 633,250.00 18,566.47 Travel Assistance Committee 46,058.81 145,000.00 -98,941.19 Fundraising 111,875.59 144,720.00 -32,844.41 Treasury Services 30,150.00 30,150.00 0.00 General & Administrative 33,614.16 28,755.00 4,859.16 Diversity and Inclusion 30,000.00 52,500.00 -22,500.00 Total Expense 2,040,372.24 2,295,152.75 -254,780.51 Net Income -258,557.83 -224,446.69 -34,111.14 D. Secretary [Matt] In January, the secretary received 67 ICLAs, 3 CCLAs, and 4 software grants. E. Executive Vice President [David] Things are largely working as intended. One new thing to the lineup this past month is that we held an operations call. The call went well. Budget ====== Budget process is underway with most operational functions having submitted a proposed budget. In the process,​ we've identified some problems and misallocation of some expenses that may change things. We've additionally begun discussions around treating Conferences and Fundraising as their own distinct lines of business from an accounting perspective so that we have a more clear picture of the efficacy of money spent in those areas. Conferences =========== Conferences currently has 5 events in process and things appear to be well managed. Most exciting though is the Event Playbook - which should help mitigate Single Points of Failure as well as making it easier for folks to participate and help. Travel Assistance ================= TAC successfully concluded a small committer-focused travel sponsorship at FOSDEM. Additionally, they are working on a calendar for future event support as part of the FY21 budget planning process. Infrastructure ============== Infrastructure suffered an outage to a critical service (LDAP) but quickly resolved it. Data Privacy ============ Privacy seems to have reached critical mass to make progress. There are several requests pending that are being worked. Diversity ========= Diversity has made good progress on a number of fronts. The most interesting bit is that our first Outreachy participant has been adding info into the friction log. I hope that in the coming months this is something that we can take time to review and learn from. Survey is in analysis mode and is on track for publication in coming months. F. Vice Chairman [Shane] Assisted Chairman with preparing records and emails relating to our upcoming Annual Member's meeting, where the Membership will elect a new board and potentially new individual Members. Created an automated overview page and other tooling to simplify the meeting process. Executive officer reports approved as submitted by General Consent. 5. Additional Officer Reports A. VP of W3C Relations [Andy Seaborne / Dave] See Attachment 10 B. Apache Legal Affairs Committee [Roman Shaposhnik] See Attachment 11 C. Apache Security Team Project [Mark J. Cox / Ted] See Attachment 12 D. VP of Jakarta EE Relations [Mark Struberg / Myrle] No report was submitted. Additional officer reports approved as submitted by General Consent. 6. Committee Reports Summary of Reports The following reports required further discussion: # Cocoon [myrle] # CouchDB [da] # DRAT [myrle] # Giraph [druggeri] # HTTP Server [myrle] # Infrastructure [druggeri] # Logging Services [druggeri] # Open Climate Workbench [da] # SIS [da, druggeri] A. Apache Ambari Project [Jayush Luniya / Shane] No report was submitted. B. Apache Ant Project [Jan Materne / Danny] See Attachment B C. Apache BookKeeper Project [Sijie Guo / Craig] See Attachment C D. Apache Brooklyn Project [Geoff Macartney / Rich] See Attachment D E. Apache Buildr Project [Antoine Toulme / Daniel] See Attachment E F. Apache Cassandra Project [Nate McCall / Roman] See Attachment F G. Apache Clerezza Project [Hasan Hasan / Danny] See Attachment G H. Apache Cocoon Project [Cédric Damioli / Rich] See Attachment H @Rich: pursue report for next month I. Apache Community Development Project [Sharan Foga / Daniel] See Attachment I J. Apache CouchDB Project [Jan Lehnardt / Ted] See Attachment J David mentions that the project can file an issue with INFRA to enable HTML emails per-list. K. Apache Creadur Project [Philipp Ottlinger / Shane] See Attachment K L. Apache DeltaSpike Project [Mark Struberg / Craig] See Attachment L M. Apache DRAT Project [Tom Barber / Myrle] No report was submitted. @Myrle: pursue a report for DRAT N. Apache Drill Project [Charles Givre / Roman] See Attachment N O. Apache Druid Project [Gian Merlino / Dave] See Attachment O P. Apache Empire-db Project [Rainer Döbele / Ted] See Attachment P Q. Apache Flume Project [Ferenc Szabo / Roman] No report was submitted. @Roman: pursue a report for Flume R. Apache Forrest Project [David Crossley / Danny] See Attachment R S. Apache FreeMarker Project [Dániel Dékány / Shane] See Attachment S T. Apache Geode Project [Karen Miller / Rich] See Attachment T U. Apache Giraph Project [Dionysios Logothetis / Myrle] See Attachment U V. Apache Gora Project [Kevin Ratnasekera / Daniel] No report was submitted. @Daniel: pursue a report for Gora W. Apache Groovy Project [Paul King / Dave] See Attachment W X. Apache Hama Project [Chia-Hung Lin / Craig] No report was submitted. @Ted: begin Attic process with Hama Y. Apache Helix Project [Kishore G / Craig] No report was submitted. @Craig: pursue a report for Helix Z. Apache HTTP Server Project [Daniel Gruno / Danny] See Attachment Z AA. Apache HttpComponents Project [Asankha Chamath Perera / Daniel] See Attachment AA AB. Apache Ignite Project [Dmitry Pavlov / Dave] See Attachment AB AC. Apache Impala Project [Jim Apple / Roman] See Attachment AC AD. Apache Incubator Project [Justin Mclean / Shane] See Attachment AD AE. Apache Joshua Project [Tommaso Teofili / Ted] No report was submitted. @Ted: pursue a report for Joshua AF. Apache jUDDI Project [Alex O'Ree / Rich] See Attachment AF AG. Apache Juneau Project [James Bognar / Myrle] See Attachment AG AH. Apache Kafka Project [Jun Rao / Roman] See Attachment AH AI. Apache Kibble Project [Rich Bowen] See Attachment AI AJ. Apache Knox Project [Larry McCay / Myrle] See Attachment AJ AK. Apache Kylin Project [Shao Feng Shi / Danny] See Attachment AK AL. Apache Lens Project [Amareshwari Sriramadasu / Craig] See Attachment AL AM. Apache Libcloud Project [Tomaž Muraus / Ted] See Attachment AM AN. Apache Logging Services Project [Matt Sicker / Daniel] See Attachment AN @Daniel: follow up about log4net security fix AO. Apache ManifoldCF Project [Karl Wright / Rich] See Attachment AO AP. Apache Marmotta Project [Jakob Frank / Shane] No report was submitted. @Shane: pursue a report for Marmotta AQ. Apache MetaModel Project [Kasper Sørensen / Dave] See Attachment AQ AR. Apache Oozie Project [Gézapeti / Roman] See Attachment AR AS. Apache Open Climate Workbench Project [Huikyo Lee / Daniel] See Attachment AS @Danny: find out about fork details AT. Apache OpenNLP Project [Jeffrey T. Zemerick / Dave] See Attachment AT AU. Apache OpenWhisk Project [Dave Grove / Shane] See Attachment AU AV. Apache Perl Project [Philippe Chiasson / Rich] No report was submitted. AW. Apache Petri Project [Dave Fisher] See Attachment AW AX. Apache Phoenix Project [Josh Elser / Myrle] See Attachment AX AY. Apache POI Project [Dominik Stadler / Ted] See Attachment AY AZ. Apache Qpid Project [Robbie Gemmell / Craig] See Attachment AZ BA. Apache REEF Project [Sergiy Matusevych / Danny] See Attachment BA BB. Apache River Project [Peter Firmstone / Ted] No report was submitted. @Ted: pursue a report for River BC. Apache RocketMQ Project [Xiaorui Wang / Rich] See Attachment BC BD. Apache Roller Project [David M. Johnson / Daniel] See Attachment BD BE. Apache Santuario Project [Colm O hEigeartaigh / Myrle] See Attachment BE BF. Apache Serf Project [Branko Čibej / Danny] No report was submitted. @Danny: pursue a report for Serf BG. Apache ServiceComb Project [Willem Ning Jiang / Shane] See Attachment BG BH. Apache SIS Project [Martin Desruisseaux / Roman] See Attachment BH @Daniel: follow up with questions from comments BI. Apache Spark Project [Matei Alexandru Zaharia / Dave] See Attachment BI BJ. Apache Stanbol Project [Rafa Haro / Craig] No report was submitted. BK. Apache Streams Project [Steve Blackmon / Roman] See Attachment BK BL. Apache Subversion Project [Stefan Sperling / Myrle] See Attachment BL BM. Apache Syncope Project [Francesco Chicchiriccò / Craig] See Attachment BM BN. Apache SystemML Project [Jon Deron Eriksson / Ted] See Attachment BN BO. Apache Tapestry Project [Thiago Henrique De Paula Figueiredo / Daniel] See Attachment BO BP. Apache TomEE Project [David Blevins / Danny] See Attachment BP BQ. Apache Traffic Control Project [David Neuman / Rich] See Attachment BQ BR. Apache Turbine Project [Georg Kallidis / Shane] See Attachment BR BS. Apache Usergrid Project [Michael Russo / Dave] See Attachment BS BT. Apache Velocity Project [Nathan Bubna / Shane] See Attachment BT BU. Apache Whimsy Project [Sam Ruby / Dave] See Attachment BU BV. Apache Xalan Project [Gary D. Gregory / Myrle] See Attachment BV BW. Apache Xerces Project [Michael Glavassevich / Danny] No report was submitted. BX. Apache XML Graphics Project [Clay Leeds / Craig] See Attachment BX Committee reports approved as submitted by General Consent. 7. Special Orders A. Change the Apache Bigtop Project Chair WHEREAS, the Board of Directors heretofore appointed Youngwoo Kim (ywkim) to the office of Vice President, Apache Bigtop, and WHEREAS, the Board of Directors is in receipt of the resignation of Youngwoo Kim from the office of Vice President, Apache Bigtop, and WHEREAS, the Project Management Committee of the Apache Bigtop project has chosen by vote to recommend Jun He (junhe) as the successor to the post; NOW, THEREFORE, BE IT RESOLVED, that Youngwoo Kim is relieved and discharged from the duties and responsibilities of the office of Vice President, Apache Bigtop, and BE IT FURTHER RESOLVED, that Jun He be and hereby is appointed to the office of Vice President, Apache Bigtop, to serve in accordance with and subject to the direction of the Board of Directors and the Bylaws of the Foundation until death, resignation, retirement, removal or disqualification, or until a successor is appointed. Special Order 7A, Change the Apache Bigtop Project Chair, was approved by Unanimous Vote of the directors present. B. IPMC members removal WHEREAS, the Board of Directors requires Project Management Committee Members subscribe to their Project’s Private Mailing List, and WHEREAS, the Board of Directors is in receipt of a list of Incubator PMC Members who are not subscribed to said mailing list, and WHEREAS, the Project Management Committee of the Apache Incubator project has chosen by consensus to remove not subscribed members from the PMC. NOW, THEREFORE, BE IT RESOLVED, that the following people are removed from the Apache Incubator Project Management Committee. Adam Estrada Afkham Azeez Aleksander Slominski Andrew Hart Andrus Adamchik Anne Kathrine Petteroe Arun Murthy Arvind Prabhakar Ashutosh Chauhan Ben Laurie Benjamin Hindman Berin Loritsch Bill Stoddard Brock Noland Bruce Snyder Carl Johan Erik Edstrom Chris Mattmann Chris Nauroth Christopher Douglas Craig McClanahan Curt Arnold Daniel John Debrunner Daniel Takamori Dave Johnson Dirk-Willem van Gulik Eran Chinthaka Florian Müller Garrett Rooney Ioannis Canellos Jacques Le Roux James Strachan Jan Piotrowski Jarek Gawor Jean-Louis Monteiro Justin Erenkrantz Kanchana Pradeepika Welagedara Karl Wright Kasper Sørensen Kathey Marsden Kim Whitehall Larry McCay Marcel Offermans Marlon Pierce Michael James Joyce Mladen Turk Morgan Delegrange Niklas Gustavsson Norman Maurer Patrick Wendell Paul Hammant Paul Ramirez Phil Sorber Philip M. Gollucci Reinhard Pötz Richard Hirsch Rick Hillegas Robert Burrell Donkin Romain Manni-Bucau Sanjiva Weerawarana Senaka Fernando Srinath Perera Stephen D Blackmon Suresh Srinivas Susan Wu Sylvain Wallez Thomas Dudziak Tomaž Muraus Tony Stevenson Vincent Siveton Xiangrui Meng Yegor Kozlov Zhaohui Feng Special Order 7B, IPMC members removal, was approved by Unanimous Vote of the directors present. C. Terminate the Apache Aurora Project WHEREAS, the Project Management Committee of the Apache Aurora project has chosen by vote to recommend moving the project to the Attic; and WHEREAS, the Board of Directors deems it no longer in the best interest of the Foundation to continue the Apache Aurora project due to inactivity; NOW, THEREFORE, BE IT RESOLVED, that the Apache Aurora project is hereby terminated; and be it further RESOLVED, that the Attic PMC be and hereby is tasked with oversight over the software developed by the Apache Aurora Project; and be it further RESOLVED, that the office of "Vice President, Apache Aurora" is hereby terminated; and be it further RESOLVED, that the Apache Aurora PMC is hereby terminated. Special Order 7C, Terminate the Apache Aurora Project, was approved by Unanimous Vote of the directors present. D. Terminate the Apache Forrest Project WHEREAS, the Project Management Committee of the Apache Forrest project has chosen by vote to recommend moving the project to the Attic; and WHEREAS, the Board of Directors deems it no longer in the best interest of the Foundation to continue the Apache Forrest project due to inactivity; NOW, THEREFORE, BE IT RESOLVED, that the Apache Forrest project is hereby terminated; and be it further RESOLVED, that the Attic PMC be and hereby is tasked with oversight over the software developed by the Apache Forrest Project; and be it further RESOLVED, that the office of "Vice President, Apache Forrest" is hereby terminated; and be it further RESOLVED, that the Apache Forrest PMC is hereby terminated. Special Order 7D, Terminate the Apache Forrest Project, was approved by Unanimous Vote of the directors present. 8. Discussion Items A. Adopting a well-known COI policy As the ASF grows in number of paid positions and is working to secure more sponsors, we should adopt a well-known financial conflict of interest policy. This is important to ensure that we have clear and consistent disclosures internally of financial interests in officer/director roles, as well as to show potential donors that we're following best practices for fiscal responsibility. I suggest the IRS example policy, which many non-profits use: https://www.irs.gov/instructions/i1023#en_US_2018_publink100061018 https://www.irs.gov/charities-non-profits/form-1023-purpose-of-conflict-of-interest-policy This also includes an annual review statement, which should be simple to automate and is also reported in filing our 990s. By general consent, this discussion will continue on the lists. B. Long Running Topics of Board Interest I'd like to briefly touch on the subject of long running topics that are of interest to the board. Could we consider using "unfinished business" to track on-going items such as "distribution of binaries", "CI", and "CoI Policy" and assign a board shepherd and reporting date? I am concerned that the current set-up is optimised to deal with committee reports and time-boxed actions and doesn't really incorporate the board keeping an eye on slow burning topics. @Craig: fill in unfinished business section