Our annual Member’s Meeting for the ASF went well, resulting in some new members getting elected as well as two new directors being elected to the board. While we wait for a bit of paperwork to get filed, let’s document what needs to happen after a Member’s Meeting at Apache.
But first, a reminder: How much code do you think gets discussed or committed during a Member’s Meeting? That’s a trick question: Corporate-level governance at the ASF, like the Membership and the board is non-technical. The ASF as a whole doesn’t set technical direction or comment on code changes in any projects. Annual Member’s Meetings are all about the legal side of our corporate governance, not project related governance or code.
We’ll pass over the process details of what happens at the meeting itself; this is already documented privately in numerous text files. Suffice to say, we hold an online meeting to comply with Delaware corporate law, which allows members to ask and answer questions in effectively real-time. We then recess the online meeting for a couple of days, to allow members to cast ballots on any votes, using the Apache STeVe project code. The meeting then reconvenes so to announce (privately) the results of votes and to allow for any other questions.
Immediately After A Meeting
Actors: Chairman of the Board, Secretary, @TheASF official Twitter account.
The result of the board election is announced officially shortly after the meeting since they assume their new role immediately. Results of any new member elections are not announced, to give us time to extend the invitation and file the paperwork.
There really isn’t much more to member’s meetings, other than the annual reports from a few officers and the occasional question. Since Members have access to private files and operations all the time, most questions about corporate operations (things you might imagine would come up in a shareholder meeting) are handled on our private mailing lists when they come up during the year.
Shortly After The Meeting
Actors: New Member Nominators.
Everyone who nominated a newly elected member then sends a detailed invitation email to the lucky new candidate. Having the nominator send a personal message helps to encourage the personal connections that help keep Apache have a close community feel. In most cases, the nominator knows the nominee directly through working on some Apache project(s) together. Invitations are generally a very welcome surprise to the candidate.
The template invitation email includes a welcome, a very brief overview of the responsibilities of membership, as well as a formal membership application to sign. There aren’t many required responsibilities, other than keeping private the internal corporate and project records that members are allowed to inspect.
The nominator and Secretary then wait for each new member nominee to respond, and to sign and return the membership application.
While rare, there have been a few cases in the past where individuals either never responded, or chose to decline the invitation.
1-30 Days After The Meeting
Actors: Secretary, New Member Candidates.
The bylaws state that newly invited members have 30 days to sign the application (or decline). We hope that new candidates choose to sign and mail back the forms. The Secretary then updates our corporate records and requests that any permission changes are made for the member’s Apache ID, allowing them access to private records.
Once a new member has accepted and their paperwork filed, they are asked to checkout our private Foundation repository and update any personal details in their record. There are also instructions for accessing other private resources, like searching the private archives for both corporate operations as well as for all Apache projects. Members may also choose to update their listing in our public membership rolls.
Separately, the period after a member’s meeting often features a lot of energy and discussion about how we can improve the process for the next year. Since the details of overseeing corporate governance are usually quite removed from most committer’s or member’s daily lives, periods around meetings tend to involve a brief period of a lot of interest that usually dies out afterward. This year, we are hoping to make real improvements, both with documentation (like this!) as well as building on tooling improvements in Whimsy and STeVe.
30+ Days After The Meeting
After we know that all new candidates have either accepted or not, we welcome people (optionally) announcing our new members.
Note that while the ASF provides a full listing of Apache committer and member IDs, we allow participants to choose to use a public or display name for their Apache account. The ASF ensures we have a legal name on our signed iCLA or membership application so that the legal chain is consistent. But we do have a number of committers who choose to only display a pseudonym in the public name field associated with their Apache ID. Thus, it’s important to be careful when publicly announcing new members, as not everyone wants attention drawn to it.
What Does It Mean To Be An ASF Member?
This is a question that deserves its own topic, since opinions on this vary. But, briefly: Membership is essentially getting a say in the corporate level governance at the ASF – above and beyond any governance within the many Apache projects.
Powers: Members may nominate new member candidates, and nominate people to the board. Members also get one vote in elections for new member candidates and board elections.
Abilities: As effective shareholders in the corporation, Members have the right to inspect virtually all corporate records. Thus members may view the private lists where our treasurer tracks expenses; where our press team answers analyst questions; and the board mailing list where project and corporate operations are managed. Members may also view the private PMC records for all projects, even ones they are not committers on. This does not mean members have any merit in those projects – merely that they can listen in to all projects.
With this visibility and trust also comes the ability to assist with corporate operations, and to be appointed to related officer positions. Keeping the paperwork and other internal operations running smoothly is one of the biggest impacts that a new member with time and skills to volunteer can make. Since the ASF relies purely on volunteers for our corporate governance, ensuring we have enough members willing to step up is critical to keep us running.
Responsibilities: Members must keep private data they have access to confidential. They should also either attend or proxy for the annual meeting, and they definitely should vote for the board!
I’ve posted a full description of what it means to be an ASF member on the website.