source/board/overview.md - comdev-site - Git at Google

 ---
 title: An overview of board responsibilities
 url: /board/overview.html
 tags: ["board"]
 ---

 # 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](https://apache.org/foundation/governance/board.html). 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](https://apache.org/foundation/governance/board.html).
 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:

 - [Board Roles And Responsibilities](https://www.councilofnonprofits.org/running-nonprofit/governance-leadership/board-roles-and-responsibilities), an overview from the National Council
   of Nonprofits about basic nonprofit director duties.
 - [Directors’ Fiduciary Duties: Back to Delaware Law Basics](https://corpgov.law.harvard.edu/2020/03/10/directors-fiduciary-duties-back-to-delaware-law-basics/), a layman's
   explanation of what Delaware law requires of directors.
	---
	title: An overview of board responsibilities
	url: /board/overview.html
	tags: ["board"]
	---

	# 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](https://apache.org/foundation/governance/board.html). 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](https://apache.org/foundation/governance/board.html).
	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:

	- [Board Roles And Responsibilities](https://www.councilofnonprofits.org/running-nonprofit/governance-leadership/board-roles-and-responsibilities), an overview from the National Council
	of Nonprofits about basic nonprofit director duties.
	- [Directors’ Fiduciary Duties: Back to Delaware Law Basics](https://corpgov.law.harvard.edu/2020/03/10/directors-fiduciary-duties-back-to-delaware-law-basics/), a layman's
	explanation of what Delaware law requires of directors.