The Apache Software Foundation Board of Directors Meeting Agenda September 29, 2005 1. Call to order The meeting was scheduled for 10:00 PST -0800 and was begun at 10:03 when a sufficient attendance to constitute a quorum was recognized by the chairman. The meeting was held by teleconference, hosted by Jim Jagielski and Covalent. IRC #asfboard on irc.freenode.net will be used for backup purposes. 2. Roll Call Directors Present: Ken Coar Justin Erenkrantz Jim Jagielski Stefano Mazzocchi Sam Ruby Greg Stein Sander Striker Directors Absent: Dirk-Willem van Gulik Ben Laurie Guests: Geir Magnusson Jr. 3. Special Orders A. Spending Resolution WHEREAS, the Treasurer has collected and reviewed requests from Officers for financial expenses necessary for the continued operation of the Foundation; and WHEREAS, The Board of Directors deems it to be in the best interests of the Foundation and consistent with the Foundation's purpose to authorize the following financial expenses. NOW, THEREFORE, BE IT RESOLVED, that the sum of $5,000 be and hereby is authorized to be expensed by the Vice President, Conference Planning for the purposes of face-to-face Conference Committee meetings as needed; and be it further RESOLVED, that the sum of $2,000 be and hereby is authorized to be expensed by the President to cover expenses related to the Infrastructure Search Committee; and be it further RESOLVED, that the sum of $2,000 be and hereby is authorized to be expensed by the Treasurer to cover expenses related to the filing of 2004 year tax returns; and be it further RESOLVED, that the sum of $1,500 be and hereby is authorized to be expensed by any Officers to cover expenses related to shipping and courier services; and be it further RESOLVED, that the sum of $750 be and hereby is authorized to be expensed by the Treasurer to cover expenses related to banking fees; and be it further RESOLVED, that the sum of $500 be and hereby is authorized to be expensed by Directors to cover expenses related to board conference calls. The above Spending Resolution (Special Order 3-A) was approved by unanimous vote. 4. Unfinished Business A. Apache Geronimo project There was continued significant discussion on what actions, if any, the board should take regarding the problems within the Geronimo PMC. The general consensus was that a change of PMC chair was likely required. There was discussion on who should make the selection, and, assuming it was the board's decision, who the board would appoint. Candidates and their appearances of conflicts-of-interest were noted and discussed. Methods of "empowering" the PMC were also discussed. B. Budget https://svn.apache.org/repos/private/foundation/Finances/2005-budget.txt The general consensus was that the focus should be on the creation of a good, solid 2006 budget, that could be authorized in January 2006. C. Retain counsel to review our 501(c)3 legal status Justin was to draft and submit a Letter Of Engagement to SFLC (NOTE: Need correct contact here). It was noted that all work was to be pro bono. 5. New Business Jim has an application for D&O Insurance that needs to be signed by either Greg or Sander. Jim was to send to Greg, who would sign and then return to Jim via the new ASF FedEx account. It was noted that this was simply an application, to obtain pricing. Jim is still negotiating with other insurance brokers as well. 6. Announcements None. 7. Adjournment None. 8. Adjournment Scheduled to adjourn by 12:00 PDT -0700. Adjourned at 12:09. ------------------------------------------------------ End of minutes for the September 29, 2005 board meeting.