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What to Expect When You’re Expecting to be a Director

What’s involved in being a director at the ASF? This document tries to give an overview of the time commitment involved, and what the work looks like.

The official duties of the Board are defined on the Apache Governance website. You should read that doc, and those to which it links, first.

This document tries to give a little more flavor, for the benefit of someone who’s considering running for their first term as a Director.

Work Load

Monthly meeting

As with most things in open source, you can spend as much time on them as you want, and pursue your individual passions. However, being a director does carry certain basic responsibilities. You are expected to attend the board meeting, once a month. This meeting can run from a half hour or more, depending on the issues to be discussed in that particular month.

The shortest board meeting ran less than 15 minutes, while the longest ones have been upwards of two hours. Typical meetings run about one hour.

Note that meeting times are chosen by the directors, and so tend to be placed at times that are convenient to the majority of the currently sitting directors. That is to say, the meetings tend to be at times that are inconvenient to people living in underrepresented parts of the world. Meetings are held on the third Thursday of a month.

Pre-meeting work

Most of the work of a board meeting happens before the meeting starts, as discussed in the formal documentation.
Many projects and officers submit their reports to the agenda a week before the meeting, meaning directors have time beforehand to read and comment on most reports.

The Incubator report, in particular, consists of the podling reports for all active incubation efforts, and so is effectively a dozen reports on its own.

In a typical month, there will be between 70 and 90 individual board reports. In addition to that, there are a dozen officers reports, various special orders, and following up on action items.

If you review each of your shepherd projects in depth, and attempt to read and comment on all of the other projects, this can take from several hours to a couple of days.

Each director is assigned N/9 projects to shepherd, where N is the number of projects reporting that month. As of January 2024, this works out to roughly 7 or 8 shepherd projects per director.

Post-meeting work

Reports that result in action items will require followup. This may just be sending an email message, and then checking back on it a few days later. Or it might be a significant quantity of work.

It is difficult to estimate what time will be required to handle these items, as it varies greatly from one month to the next, and with the complexity of the issues involved.

Shepherds are normally expected to take the lead on any board issues relating to the reports they were assigned that month. Shepherd assignments are random each month, which helps to ensure that over a year’s board term each director reads a variety of reports.

Face-to-face meetings

Most years, the new board of directors will be asked to attend a face-to-face meeting. This is in part to meet and learn how best to work together. It’s also largely to get an idea of what the various directors’ priorities are for that year.

This is typically a two-day meeting, plus travel time to and from the meeting venue. The venue is chosen to minimize travel time and distance for the largest number of participants.

Travel costs can be covered by the ASF, if needed, for directors and officers who are expected to attend those face-to-face meetings.

Between meetings

The board communicates on the board@apache.org mailing list, which is visible to all ASF members and PMC chairs. On very rare occasions, confidential discussions are handled on the board-private mail alias, however, use of that is discouraged.

Directors are expected to check the board mailing list regularly, keep up with discussions there, and weigh in on those discussions, as this is where the business of the Foundation is conducted.

Legal and Liability issues

Apache is a 501c3 non-profit corporation in the state of Delaware. The Directors have fiduciary and legal responsibilities relating to Delaware and US law. These include a duty of care and duty of loyalty to the organization itself; primarily ensuring that directors are informed about the issues, and are acting in the best interests of the organization as a whole (and it’s public charity benefit).

While the majority of work as directors involves working with our project communities or considering policy questions, things like voting for the annual budget and other financial issues are definitely things covered by Delaware law.

Useful overviews of the legal responsibilities include: