RE: Indemnification of the PMC

2003-12-28 Thread Ted Husted
- Original message 
From: Danny Angus [EMAIL PROTECTED]
To: Jakarta General List [EMAIL PROTECTED]
Received: Sat, 27 Dec 2003 22:58:55 +
Subject: RE: Indemnification of the PMC

Seems to me that part of the reason it is difficult to resolve the issues confronting
Jakarta is that several initial assumptions are required, and that these are not 
stated or
clearly implied anywhere.

Greg assures us that the board aren't likely to act precipitately (if thats how you 
spell it),
and we haven't had official communications from The Members of The Board on the
topic, yet there are a lot of hints about the unsuitability of Jakarta's present 
organisation.

I think we could do with some concrete direction, or at least an affirmation of our
mandate to continue what we are currently doing. Because to me it is increasingly
feeling like we're trying to fix something which (apart from a few details like the 
bylaws)
isn't broken on the basis of speculation and conjecture, and the danger in that is
obvious, we'll end up breaking the thing we're trying to fix, or failing to fix the 
parts which
are broken.

And with the utmost respect for Sam hopefully that is something a new Chairman, with
more time and fresh enthusiasm for the role, will be able to provide.

Well, first, the idea of consensus is at the core of the Apache culture. Consensus 
means that everyone involved has agreed that a course of action is the best available. 
It may not be everyone's first choice, but it is a solution everyone can live with.

Consensus is not something that is easy to represent in a list of rules and 
procedures. It's a process of human engineering and difficult to reduce to writing. It 
would even be harder to reduce to writing for every community. Communities are like 
all other human relationship. Each one is a little bit difference, and, in human 
terms, the little differences can mean a lot.

Now, with Jakarta, there seems to be a belief that we should be following a 
deterministic process with definitive procedures. Elsewhere in ASF land, there's a 
feeling that if you need to call upon a formal procedure (say, by exercising a veto), 
then consensus has failed. When this happens, many Apaches might feel that the real 
problem isn't the technical issue underlying the veto, but the consensus issue 
underlying the *need* to veto.

Procedure is a fail-safe. Achieving consensus through discussion is the nominal 
process.

The Apaches on the board don't like to make dictates, since dictates defeat consensus. 
They are not our bosses as much as they are our colleagues. They want to us to sort 
this out for ourselves. Because, if we can't sort it out ourselves, then we're not 
building a community that can endure. Tough love.

As for what we are suppose to be doing here, the board has already made two mandates. 
One in section 6.3 of the bylaws  http://apache.org/foundation/bylaws.html and 
another by resolution http://tinyurl.com/3x6rs.

The PMC is responsible for the active management of the Jakarta codebase. Part of good 
management is effective oversight http://tinyurl.com/2eyvg, which is to say solving 
little problems before they become big problems.

We know oversight is failing because we've had to take some drastic measures over the 
years. One subproject could not resolve an issue, either through consensus or by 
following the voting process. As a result, a committer lost his write access. By 
Apache standards, having to do such a thing is a red-letter scandal. Consensus 
oversight failed.

We've also had to temporarily restrict access to CVS modules because of unresolved IP 
issues. All the issues were resolvable and should have been resolved *proactively* 
rather than *reactively*.  IP oversight failed.

There is no doubt that the Jakarta subprojects are healthy. Every project has its 
hiccups, and Jakarta is no exception. But, we seem to lack a mechanism that allows  
issues of consensus and IP  to come to to forefront *before* it is too late. The 
infrastructure club is our final fail-save, employed as a last, desperate measure.

Denying access to resources is a black-mark that screams oversight has failed. It's 
not an oh well that we can sweep under the rug and forget about.

Other ASF projects have fewer lines of code to worry about, and most, or all, of the 
committers are on the PMC. If a committer/member has a problem, he or she can bring it 
up directly on the PMC list, without having to find an intermediary or post a 
sensitive observation on a public list.

IMHO, we need to put aside the maverick guidelines posted at Jakarta and just try to 
do things the ASF Way.

* We need to put *all* the decision-markers on the PMC. At Jakarta, that means *all* 
the committers, and

* We need to insist that all subprojects file regular reports, with some statutory 
bullets to ensure everyone is still thinking about consensus and oversight.

If anyone reading this message agrees

Re: Indemnification of the PMC

2003-12-28 Thread Geir Magnusson Jr.
On Dec 28, 2003, at 8:43 AM, Ted Husted wrote:

* We need to put *all* the decision-markers on the PMC. At Jakarta, 
that means *all* the committers, and
No, it doesn't.  We need to put as many as possible, hopefully all, but 
it's not required to be all.  We can also have people that aren't 
committers on the PMC.

* We need to insist that all subprojects file regular reports, with 
some statutory bullets to ensure everyone is still thinking about 
consensus and oversight.
Erm, I'm not so sure that this needs to be legislated like this.

If anyone reading this message agrees, or disagrees, please respond to 
the As it ever were proposal  under another thread. Let's see if we 
can build a consensus and then create and maintain a solution that 
works.

IMHO, the ASF Way *will* work if we let it; we've just never tried to 
let it.
I don't think that anyone is debating if the ASF works.  I think we all 
know it does.  I think we disagree what the ASF Way is - I think it 
simply requires inclusive participation on the PMC of those willing to 
feel responsible for more than just the code they are working on, 
namely project direction and oversight.  Thus, the PMC does not 
necessarily mean forced 100% committer participation, although that 
percentage is the goal, nor does it mandate strict reporting schedules 
and reporting content and format.

I do believe that if we continue on the way already started - ensuring 
CLAs, putting as many active Jakarta committers on the PMC as are 
interested, educating them as to their oversight role, then we would be 
in a much healthier position and able to then grapple with the 
day-to-day PMC process.  Until we achieve the former, the latter is 
somewhat of a intellectual game.  As you like to point out, we all are 
adults working for the best interest of the organization.

Please work with us on this.

geir

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Re: Indemnification of the PMC

2003-12-28 Thread Ted Husted

On Dec 28, 2003, at 8:43 AM, Ted Husted wrote:

 * We need to put *all* the decision-markers on the PMC. At Jakarta,
 that means *all* the committers, and

No, it doesn't.  We need to put as many as possible, hopefully all, but
it's not required to be all.  We can also have people that aren't
committers on the PMC.


 * We need to insist that all subprojects file regular reports, with
 some statutory bullets to ensure everyone is still thinking about
 consensus and oversight.

Erm, I'm not so sure that this needs to be legislated like this.


 If anyone reading this message agrees, or disagrees, please respond to
 the As it ever were proposal  under another thread. Let's see if we
 can build a consensus and then create and maintain a solution that
 works.

 IMHO, the ASF Way *will* work if we let it; we've just never tried to
 let it.

I don't think that anyone is debating if the ASF works.  I think we all
know it does.  I think we disagree what the ASF Way is - I think it
simply requires inclusive participation on the PMC of those willing to
feel responsible for more than just the code they are working on,
namely project direction and oversight.  Thus, the PMC does not
necessarily mean forced 100% committer participation, although that
percentage is the goal, nor does it mandate strict reporting schedules
and reporting content and format.

I do believe that if we continue on the way already started - ensuring
CLAs, putting as many active Jakarta committers on the PMC as are
interested, educating them as to their oversight role, then we would be
in a much healthier position and able to then grapple with the
day-to-day PMC process.  Until we achieve the former, the latter is
somewhat of a intellectual game.  As you like to point out, we all are
adults working for the best interest of the organization.

Please work with us on this.

geir

--
Geir Magnusson Jr   203-247-1713(m)
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Re: Indemnification of the PMC

2003-12-28 Thread Geir Magnusson Jr.
Is it my mailer that's making a mess here, or is something else going 
on?  This is the second message I've seen today that is attributed to 
Ted but was written by someone else (in this case me, in the previous 
case Stephen)

geir

On Dec 28, 2003, at 11:13 AM, Ted Husted wrote:

On Dec 28, 2003, at 8:43 AM, Ted Husted wrote:

* We need to put *all* the decision-markers on the PMC. At Jakarta,
that means *all* the committers, and
No, it doesn't.  We need to put as many as possible, hopefully all, but
it's not required to be all.  We can also have people that aren't
committers on the PMC.
* We need to insist that all subprojects file regular reports, with
some statutory bullets to ensure everyone is still thinking about
consensus and oversight.
Erm, I'm not so sure that this needs to be legislated like this.

If anyone reading this message agrees, or disagrees, please respond to
the As it ever were proposal  under another thread. Let's see if we
can build a consensus and then create and maintain a solution that
works.
IMHO, the ASF Way *will* work if we let it; we've just never tried to
let it.
I don't think that anyone is debating if the ASF works.  I think we all
know it does.  I think we disagree what the ASF Way is - I think it
simply requires inclusive participation on the PMC of those willing to
feel responsible for more than just the code they are working on,
namely project direction and oversight.  Thus, the PMC does not
necessarily mean forced 100% committer participation, although that
percentage is the goal, nor does it mandate strict reporting schedules
and reporting content and format.
I do believe that if we continue on the way already started - ensuring
CLAs, putting as many active Jakarta committers on the PMC as are
interested, educating them as to their oversight role, then we would be
in a much healthier position and able to then grapple with the
day-to-day PMC process.  Until we achieve the former, the latter is
somewhat of a intellectual game.  As you like to point out, we all are
adults working for the best interest of the organization.
Please work with us on this.

geir

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RE: Indemnification of the PMC

2003-12-28 Thread Noel J. Bergman
Geir Magnusson Jr. wrote:

 Is it my mailer that's making a mess here, or is something else going
 on?  This is the second message I've seen today that is attributed to
 Ted but was written by someone else (in this case me, in the previous
 case Stephen)

The two messages from Ted Husted that concern you contain:

  Received: from PC15 (roc-24-93-14-71.rochester.rr.com [24.93.14.71])

which appears to match other messages from Ted.  My guess is that Ted
started to compose a reply and accidentally sent it before doing any edits.

--- Noel


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Re: Indemnification of the PMC

2003-12-28 Thread Serge Knystautas
Noel J. Bergman wrote:
Is it my mailer that's making a mess here, or is something else going
on?  This is the second message I've seen today that is attributed to
Ted but was written by someone else (in this case me, in the previous
case Stephen)
The two messages from Ted Husted that concern you contain:

  Received: from PC15 (roc-24-93-14-71.rochester.rr.com [24.93.14.71])

which appears to match other messages from Ted.  My guess is that Ted
started to compose a reply and accidentally sent it before doing any edits.
I think the confusing message (for me at least) was at 11:17 a.m. EST 
with message-id [EMAIL PROTECTED]

It appears from Ted Husted, but it is a replying and criticizing text 
apparently from Ted Husted.  The text even says, Ted, you seem to be.. 
which is very confusing if the message was *from* Ted.

Maybe Ted is playing Devil's advocate with himself?

--
Serge Knystautas
Lokitech  software . strategy . design  http://www.lokitech.com
p. 301.656.5501
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Re: Indemnification of the PMC

2003-12-28 Thread Ted Husted
Mea culpa.

I'm trying a new mail client and managed to press the wrong buttons. Sorry for the 
confusion.

-Ted.

- Original message 
From: Geir Magnusson Jr. [EMAIL PROTECTED]
To: Jakarta General List [EMAIL PROTECTED]
Received: Sun, 28 Dec 2003 11:19:04 -0500
Subject: Re: Indemnification of the PMC

Is it my mailer that's making a mess here, or is something else going
on?  This is the second message I've seen today that is attributed to
Ted but was written by someone else (in this case me, in the previous
case Stephen)



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Re: Indemnification of the PMC

2003-12-28 Thread Geir Magnusson Jr.
No worries.  I was just truly baffled.

geir

On Dec 28, 2003, at 11:59 AM, Ted Husted wrote:

Mea culpa.

I'm trying a new mail client and managed to press the wrong buttons. 
Sorry for the confusion.

-Ted.

- Original message 
From: Geir Magnusson Jr. [EMAIL PROTECTED]
To: Jakarta General List [EMAIL PROTECTED]
Received: Sun, 28 Dec 2003 11:19:04 -0500
Subject: Re: Indemnification of the PMC
Is it my mailer that's making a mess here, or is something else going
on?  This is the second message I've seen today that is attributed to
Ted but was written by someone else (in this case me, in the previous
case Stephen)


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Re: Indemnification of the PMC

2003-12-27 Thread Stephen McConnell


Noel J. Bergman wrote:

Stephen McConnell wrote:

 

If I understand correctly, the opinions of an individual are not the
same as a motion passed by the BOD.
   

Correct.

 

In fact, my understanding is that the role of PMC implies
no rights at all - just extra responsibility.
   

 

Is there anything concrete to suggest otherwise?
   

Did you read the two messages, one from Roy, the other from Greg in his
official capacity as ASF Chairman?  If not, please do so.  

Yes I have read the posts from Roy and Greg. 

If so, and you
still have some questions that you feel you must have answered, perhaps it
would be best for you to addressed them directly with the Board.  I don't
believe that it would be appropriate for anyone else to pose an
authoritative sounding answer.
I think I disagee - let me explain why.

Based on my reading of Board minutes and the corporation documents there 
is identification of the notion of ASF officers and member and 
protection that the ASF provides to individuals within these roles.  
However, a PMC member may not necessarily be an ASF member. In this 
particular case the PMC member, while recognized by the Board as 
contributing to project oversite, is IMO not formally granted any 
protection by the ASF beyond actions clearly bound to a board directive.

While I know that Greg has specifically stated that PMC members shall be 
granted protection by the ASF, there is Roy's qualified who is or was 
serving at the request of ... statement, and as such - I think that we 
dealing with a definition that is rather subjective.

For example, am I in writing this email, acting in the capacity of a PMC 
member, a committer, or an individual?  One could argue that no officer 
of the foundation has requested that I raise this question therefore I 
am not acting in accordance with Roy's definition.  On the otherhand I 
could be asking this question in order to clarify this question in order 
to properly represent the interests of the developers in the Avalon 
community in which case I could argue that I am asking this question in 
my capacity as a member of the Avalon PMC (protected under Greg's 
comments and possibly protected subject to the opinion of an officer of 
the corporation under Roy's definition).  But what if an officer of the 
corporation disagrees with my question - do I loose the protection that 
is asserted?

I think this comes down to the fact that the general definition of a PMC 
member in terms of responsibilities (and thereby liabilities and 
commensurate need for protection) at the level of PMC establishment by 
the Board are minimal - but sufficient to enable a PMC as a body to 
qualify these aspects - and through this process (involving the 
establishment of policies and procedures) - establish tangible and 
quantifiable protection towards its members in a manner that is 
representative of the resonsibilities (and corresponding liabilities) 
that PMC membership encompasses.

Stephen.

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Re: Indemnification of the PMC

2003-12-27 Thread Ted Husted
- Original message 
From: Stephen McConnell [EMAIL PROTECTED]
To: Jakarta General List [EMAIL PROTECTED]
Received: Sat, 27 Dec 2003 06:48:59 +0100
Subject: Re: Indemnification of the PMC

If I understand correctly, the opinions of an individual are not the
same as a motion passed by the BOD.  It is my understanding the BOD has
not passed any resolution that grants a PMC member any of the rights
implied by the message quoted below.  In fact, my understanding is that
the role of PMC implies no rights at all - just extra responsibility.

Is there anything concrete to suggest otherwise?

The ASF's authority to indemnify individuals stems from Section 12.1 of the ASF bylaws:

  http://apache.org/foundation/bylaws.html

This section provides for indemnification of directors, officers, and members, as well 
as individuals serving at the request of the corporation 

The theory is that the PMC Committee members fall under the latter clause. Since, the 
corporate resolution only installs the PMC (the argument goes), plain-vanilla 
committers don't fall under section 12.3, since they don't serve at the request of 
the corporation.

Though, section 12.1 does not specify PMC members as such, and so there's some wriggle 
room there. From a legal standpoint, the safest thing is to be an ASF Member *and* 
serve on the relevant PMC. (Something more of us ASF Members need to do this year is 
nominate more Jakarta-bred committers to the ASF.)

For those of you with access to the ASF Members list, there's a good post by Roy dated 
12-Mar-2003 that sums up the indemnification issues as well as the issues surrounding 
the role of the PMC.

According to the ASF Bylaws and the Jakarta resolution,

 http://tinyurl.com/3x6rs

being on the PMC doesn't grant additional responsibility, it grants *all* the 
responsibility. While, in practice, the lowly Jakarta committers now handle the 
active, day-to-day management of the codebase, it is not their responsibility to do 
so.

Personally, I think that this perception that being on the PMC means more work than 
being a committer is a nonsense. Elsewhere, most or all of the committers are PMC 
members. Elsewhere, committers who are not a PMC members are the exception rather than 
the rule. The reason being on the PMC here may seem like more work, is because we are 
*making* it more work than it should be.

Within Jakarta, we've gotten the fallacious idea that the PMC is a steering committee 
that sets the strategic direction for the project. This idea is not based on the ASF 
bylaws or the Jakarta resolution. The guidelines altered the role of the PMC years 
ago, either as a misunderstanding or as an experiment.

The bylaws specifically say that the chairman shall establish rules and procedures 
for the day to day management, which is what our committee spends a lot of time 
trying to do. As for what the PMC is supposed to be doing, the bylaws state that Each 
Project Management Committee shall be responsible for the active management of one or 
more projects.

Within Jakarta, we've trying to fill the chairman role with a committee and let the 
committers take responsibility for the active management of our codebase. (Recently 
subject to the PMC's rubber stamp.)

IMHO, this is why there seems to be a fundamental disconnect between Jakarta and the 
rest of the ASF. We've reduced the chair to a notetaker, given the PMC the chair's 
responsibilities, and given the committers the PMC's responsibilities. Jakarta folks 
and the ASF board folks on not on the same page, and we talk past each other.

Here's how Roy Feilding styles the roles:



project= something the ASF wants to accomplish,
management = making decisions for progress toward a goal, and
committee  = the people voting on decisions



Roy also stated that: The PMC must equal the voters on a given project, or the entire 
theory of delegated authority, responsibility, and oversight upon which the ASF 
depends for legal defense of its contributors [is defeated].

The PMCs were based on the Apache Core Group. The PMC is *not* suppose to be some

  other-worldly land where benevolent beings ponder deep issues and create solutions.

The PMC is them that make the real, day-to-day decisions that foster the project's 
community and create and maintain the project's codebase. At Jakarta, that would be 
the committers -- ALL the committers.

It's possible we might also want to create some type of executive steering committee 
within Jakarta that could do the sort of stuff the current PMC seems to want to do. 
But, we cannot usurp the PMC constituted by the ASF for some other role. We must make 
the PMC what the PMC is intended to be: The committers who make the day-to-day 
decisions.

If we did want to get back to basics, we should start by going back to the HTTPD 
guidelines,

  http://httpd.apache.org/dev/guidelines.html

and make the minimum number of changes needed

RE: Indemnification of the PMC

2003-12-27 Thread Danny Angus
Stephen wrote,

 For example, am I in writing this email, acting in the capacity of a PMC 
 member, a committer, or an individual?


Seems to me that part of the reason it is difficult to resolve the issues confronting 
Jakarta is that several initial assumptions are required, and that these are not 
stated or clearly implied anywhere.

Greg assures us that the board aren't likely to act precipitately (if thats how you 
spell it), and we haven't had official communications from The Members of The Board 
on the topic, yet there are a lot of hints about the unsuitability of Jakarta's 
present organisation. 

I think we could do with some concrete direction, or at least an affirmation of our 
mandate to continue what we are currently doing. Because to me it is increasingly 
feeling like we're trying to fix something which (apart from a few details like the 
bylaws) isn't broken on the basis of speculation and conjecture, and the danger in 
that is obvious, we'll end up breaking the thing we're trying to fix, or failing to 
fix the parts which are broken.

And with the utmost respect for Sam hopefully that is something a new Chairman, with 
more time and fresh enthusiasm for the role, will be able to provide.

d.


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Re: Indemnification of the PMC

2003-12-26 Thread Stephen McConnell
Geir :

If I understand correctly, the opinions of an individual are not the 
same as a motion passed by the BOD.  It is my understanding the BOD has 
not passed any resolution that grants a PMC member any of the rights 
implied by the message quoted below.  In fact, my understanding is that 
the role of PMC implies no rights at all - just extra responsibility.

Is there anything concrete to suggest otherwise?

Cheers, Stephen.

Geir Magnusson Jr. wrote:

Here is the clearest description I've found.  It's by Roy Fielding, 
ex  chair and board member of the ASF, and from all appearances, 
extremely  knowledgeable in these matters.  It was posted here :

http://nagoya.apache.org/eyebrowse/ReadMsg? 
[EMAIL PROTECTED]msgNo=2642

Indemnification is a promise by the corporation to pay the legal
  expenses of an *individual* if that *individual* becomes subject
  to criminal or civil proceedings as a result of their actions
  under a role identified by the corporation, as long as such person
  acted in good faith and in a manner that such person reasonably
  believed to be in, or not be opposed to, the best interests of the
  corporation.  In other words, a member is only indemnified for
  their actions as a member (not much).  A director or officer is
  only indemnified for their actions as a director or within the
  scope of their mandate as an officer.  A PMC member is indemnified
  under the category of who is or was serving at the request of
  the corporation as an officer or director of another corporation,
  partnership, joint venture, trust or other enterprise and only
  to the extent of that enterprise (the project).  A committer
  who is not a PMC member is not authorized by the corporation to
  make decisions, and hence cannot act on behalf of the corporation,
  and thus is not indemnified by the corporation for those actions
  regardless of their status as a member, director, or officer.
  Likewise, we should all realize and understand that the ASF's
  ability to indemnify an individual is strictly limited to the
  assets held by the ASF.  Beyond that, we are on our own as far
  as personal liability.
  It is a far better defense that an outside entity cannot
  successfully sue an individual for damages due to a decision
  made by a PMC, so it is in everyone's best interests that all
  of the people voting on an issue be officially named as members
  of the PMC (or whatever entity is so defined by the bylaws).
So in summary, a PMC member is indemnified for activities done on  
behalf of the corporation.  I think that this would be limited to the  
official activities of the PMC - things done on behalf of the board 
for  the ASF, such as oversight and releases - and not general 
day-to-day  committer activities, such as technical discussion and 
personal code  commits.  Of course, that will probably need to be 
clarified too.

However, the key thing to remember is that the indemnification is 
only  up to the limit of the ASFs resources, which isn't much.  So try 
to  keep the litigation to a minimum :)

geir

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RE: Indemnification of the PMC

2003-12-26 Thread Noel J. Bergman
Stephen McConnell wrote:

 If I understand correctly, the opinions of an individual are not the
 same as a motion passed by the BOD.

Correct.

 In fact, my understanding is that the role of PMC implies
 no rights at all - just extra responsibility.

 Is there anything concrete to suggest otherwise?

Did you read the two messages, one from Roy, the other from Greg in his
official capacity as ASF Chairman?  If not, please do so.  If so, and you
still have some questions that you feel you must have answered, perhaps it
would be best for you to addressed them directly with the Board.  I don't
believe that it would be appropriate for anyone else to pose an
authoritative sounding answer.

--- Noel


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Indemnification of the PMC

2003-12-23 Thread Geir Magnusson Jr.
Here is the clearest description I've found.  It's by Roy Fielding, ex  
chair and board member of the ASF, and from all appearances, extremely  
knowledgeable in these matters.  It was posted here :

http://nagoya.apache.org/eyebrowse/ReadMsg? 
[EMAIL PROTECTED]msgNo=2642

Indemnification is a promise by the corporation to pay the legal
  expenses of an *individual* if that *individual* becomes subject
  to criminal or civil proceedings as a result of their actions
  under a role identified by the corporation, as long as such person
  acted in good faith and in a manner that such person reasonably
  believed to be in, or not be opposed to, the best interests of the
  corporation.  In other words, a member is only indemnified for
  their actions as a member (not much).  A director or officer is
  only indemnified for their actions as a director or within the
  scope of their mandate as an officer.  A PMC member is indemnified
  under the category of who is or was serving at the request of
  the corporation as an officer or director of another corporation,
  partnership, joint venture, trust or other enterprise and only
  to the extent of that enterprise (the project).  A committer
  who is not a PMC member is not authorized by the corporation to
  make decisions, and hence cannot act on behalf of the corporation,
  and thus is not indemnified by the corporation for those actions
  regardless of their status as a member, director, or officer.
  Likewise, we should all realize and understand that the ASF's
  ability to indemnify an individual is strictly limited to the
  assets held by the ASF.  Beyond that, we are on our own as far
  as personal liability.
  It is a far better defense that an outside entity cannot
  successfully sue an individual for damages due to a decision
  made by a PMC, so it is in everyone's best interests that all
  of the people voting on an issue be officially named as members
  of the PMC (or whatever entity is so defined by the bylaws).
So in summary, a PMC member is indemnified for activities done on  
behalf of the corporation.  I think that this would be limited to the  
official activities of the PMC - things done on behalf of the board for  
the ASF, such as oversight and releases - and not general day-to-day  
committer activities, such as technical discussion and personal code  
commits.  Of course, that will probably need to be clarified too.

However, the key thing to remember is that the indemnification is only  
up to the limit of the ASFs resources, which isn't much.  So try to  
keep the litigation to a minimum :)

geir

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Geir Magnusson Jr   203-247-1713(m)
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Re: Indemnification of the PMC

2003-12-23 Thread Geir Magnusson Jr.
Oh, and thanks to Noel for the links...

On Dec 23, 2003, at 6:49 AM, Geir Magnusson Jr. wrote:

Here is the clearest description I've found.  It's by Roy Fielding, ex  
chair and board member of the ASF, and from all appearances, extremely  
knowledgeable in these matters.  It was posted here :

http://nagoya.apache.org/eyebrowse/ReadMsg? 
[EMAIL PROTECTED]msgNo=2642

Indemnification is a promise by the corporation to pay the legal
  expenses of an *individual* if that *individual* becomes subject
  to criminal or civil proceedings as a result of their actions
  under a role identified by the corporation, as long as such  
person
  acted in good faith and in a manner that such person reasonably
  believed to be in, or not be opposed to, the best interests of  
the
  corporation.  In other words, a member is only indemnified for
  their actions as a member (not much).  A director or officer is
  only indemnified for their actions as a director or within the
  scope of their mandate as an officer.  A PMC member is  
indemnified
  under the category of who is or was serving at the request of
  the corporation as an officer or director of another corporation,
  partnership, joint venture, trust or other enterprise and only
  to the extent of that enterprise (the project).  A committer
  who is not a PMC member is not authorized by the corporation to
  make decisions, and hence cannot act on behalf of the  
corporation,
  and thus is not indemnified by the corporation for those actions
  regardless of their status as a member, director, or officer.

  Likewise, we should all realize and understand that the ASF's
  ability to indemnify an individual is strictly limited to the
  assets held by the ASF.  Beyond that, we are on our own as far
  as personal liability.
  It is a far better defense that an outside entity cannot
  successfully sue an individual for damages due to a decision
  made by a PMC, so it is in everyone's best interests that all
  of the people voting on an issue be officially named as members
  of the PMC (or whatever entity is so defined by the bylaws).
So in summary, a PMC member is indemnified for activities done on  
behalf of the corporation.  I think that this would be limited to the  
official activities of the PMC - things done on behalf of the board  
for the ASF, such as oversight and releases - and not general  
day-to-day committer activities, such as technical discussion and  
personal code commits.  Of course, that will probably need to be  
clarified too.

However, the key thing to remember is that the indemnification is only  
up to the limit of the ASFs resources, which isn't much.  So try to  
keep the litigation to a minimum :)

geir

--
Geir Magnusson Jr   203-247-1713(m)
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Geir Magnusson Jr   203-247-1713(m)
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