Eclipse Foundation Meeting Minutes

June 20-21, 2007

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A Meeting of the Board of Directors (the “Board”) of Eclipse.org Foundation, Inc., a Delaware corporation (the “Corporation”), was held on held on June 20 and 21, 2007 at the Omni Parker House in Boston, Massachusetts. This meeting was held as a regularly scheduled quarterly face-to-face meeting.

Present at the meeting on June 20, 2007 were the following Directors:

Director

Organization

Chris Aniszczyk

Elected committer representative

Rich Bartlett

Nokia

Michael Bechauf

SAP AG

Jess Garms for Ed Cobb

BEA

Mark Coggins

Actuate Corporation

Brian Roberts for Paul Czarnik

Compuware

Winston Damarillo

DevZuz

Ricco Deutscher

SOPERA GmbH

Eliane Fourgeau

Elected add-in provider representative

Richard Gronback

Borland

Yossi Leon for Andi Gutmans

Zend

Konstantin Komissarchik

Elected committer representative

Jochen Krause

Innoopract

Dennis Leung

Oracle

Howard H. Lewis

Elected add-in provider representative

Jeff McAffer

Elected committer representative

Ed Merks

Elected committer representative

Eric Newcomer

Iona

Tracy Ragan

Elected add-in provider representative

Brian Caroll

Serena

Steve Saunders

Wind River

Mitch Sonies

Cloudsmith

Darin Swanson

Elected committer representative

David Tong

Sybase

Todd Williams

Elected add-in provider representative

Dino Brusco for Christy Wyatt

Motorola



Present at the invitation of the Board was Mike Milinkovich, Executive Director, Janet Campbell, Secretary, and Chris Larocque, Treasurer of Eclipse.org Foundation, Inc.

General Business

Minutes

Mike Milinkovich introduced discussion on the draft minutes that had been circulated prior to the meeting.  He asked those in attendance to note specifically the greater detail that had been included in the abridged minutes and asked everyone to ensure that they were comfortable with that level of detail.

There was unanimous consent to approve the following Resolutions:

RESOLVED, the minutes and abridged minutes of the March 5, 2007 meeting as circulated prior to the Board Meeting and attached hereto as Exhibit A are approved.

RESOLVED, the minutes of the April 18, 2007 conference call as circulated prior to the Board Meeting are approved.

RESOLVED, the minutes of May 16, 2007 conference call circulated prior to the Board Meeting, with one minor modification to add Steve Saunders as an attendee, is approved.

YTD Financial Actuals

Chris Larocque provided an overview of the YTD financial actuals as provided prior to the Board Meeting.   Chris indicated that we are pretty much on budget.  In looking at the Q1 budget vs. actuals, there are some variances, but this is primarily related to timing. 

            RESOLVED, there was unanimous consent to approve the Q1 financial results. 

Forecast and Program Plan

Chris Larocque reviewed the forecast.   Revenue and Expenses are both down somewhat but we expect to end up close to the original budget. 

Mike Milinkovich provided an overview of the program plan as provided prior to the Board Meeting and attached hereto as Exhibit F.  Mike reminded everyone that this program summary was approved last December as part of the budget, the idea being that there is a financial budget that says where the dollars are going and the program summary says what the foundation is doing and where it is spending the money.   The program summary is coupled with the forecast and has been updated to show current status, items that have been identified as at risk, and items that we are no longer pursuing.

RESOLVED, there was unanimous consent to approve the updated forecast and program plan.   

Trademark Guidelines

Mike Milinkovich introduced the revised Trademark Guidelines as provided prior to the Board Meeting and attached hereto as Exhibit G indicating that the Foundation intended to start asserting that Eclipse project names are Eclipse trademarks.  The guidelines are intended to provide guidance on use and try to ensure that there isn’t confusion between Eclipse projects and Eclipse based products. 

During the discussion, Mike Milinkovich clarified that these guidelines would apply to Projects and Sub-Projects, that the contemplated cost is expected to be covered by the existing legal budget, and the Foundation would not be pursing registration, but would be conducting a limited trademark search on proposed project names.  There is no expected impact to the IPTeam or the Projects of implementing this policy.  In addition, while this policy does not address asserting trademark rights over non-project acronyms such as RCP, it was decided that this would be worth investigating further.  

Some Board members expressed concern regarding the impact on their organizations of the proposed changes to the Guidelines and indicated they would be more comfortable if they had the opportunity to review the document in greater detail with their legal counsel. With these concerns noted, a vote was held.   By a majority vote of the Board the following resolution was passed:

            RESOLVED, the revised trademark guidelines circulated prior to the Board Meeting and attached hereto as Exhibit G are approved.

Mike Milinkovich invited those that did not approve the guidelines to review it with their organization’s lawyers indicating that the Foundation is always open to considering further revisions to the guidelines. 

Eclipse Project PMC Lead

Mike Milinkovich put forward the following resolution which was approved unanimously:

RESOLVED, that there was unanimous consent to appoint Philippe Mulet head of Eclipse Project PMC.

Add-In Provider Issues

The Add-In Provider representatives were provided an opportunity to raise issues of import to their community.  The subject of translations was raised in relation to Eclipse 3.3.  Mike responded that we do not currently have a plan for translations for Eclipse 3.3. However, the Babel project has been proposed for translations.    In the short term this project would be able to give the community a means to contribute to localization.  It would not address documentation in the short term, this would be more long term if pursued.  Mike highlighted that we have an immediate problem in that China is now our #1 downloading country and Japan is #4.  If we combine downloads for China, Japan and South Korea together, those downloads represent 30% of our total downloads.  Europe as a region represents the second highest downloading region followed by North America in third place. 

The add-in provider representatives indicated that it was a challenge to get feedback from the add-in provider community. 

Committer Issues

The Committer representatives were provided an opportunity to raise issues of import to their community as attached hereto as Exhibit H.   The Committer representatives raised concerns in three areas:  (1) the IP Policy;  (2) Committer Meetings;  and (3) Committer Diversity.

Regarding the IP Policy, the Committer representatives raised concerns regarding the length of time that was required for IP reviews, the challenges of planning releases in the absence of predictable completion time for IP reviews; and technical advisement.  From the standpoint of improving the IP process, committer representatives expressed an interest in looking at the possibility of increased staffing, improved tooling, and education for committers.   In some cases, such as with the Apache Ant community, there may be close ties between the two communities where it is to the benefit of both communities if Eclipse projects can test another project’s release.  The inability to check code into CVS prior to full due diligence review for non-incubating projects is a limiter in this case.  The possibility of allowing all projects to participate in parallel IP was raised.  Mike Milinkovich indicated that concerns had been expressed by some members of the IP Advisory Committee in pursing such an approach.  Mike further indicated that the IP Advisory Committee would benefit from hearing the perspective of the Committer community.  As a result of this discussion, Mike Milinkovich proposed the following two resolutions which were passed unanimously:

            RESOLVED, Ed Merks and Konstantin Komissarchik are hereby appointed to the IP Advisory Committee.

            RESOLVED, the Board requests that the IP Advisory Committee reconsider the decision not to allow parallel IP for all projects.

The Committer representatives indicated an interest in expanding education opportunities for Committers.  Mike Milinkovich indicated that the leverage point are mentors from the Architecture Council, but there may be opportunities for us to reach out at events such as Member Meetings, Eclipse Summit Europe, OS Summit Asia, JUGs, plug-in fests and code camps.  The Committer representatives also indicated an interest in having a track at EclipseCon 2008.   Committer representatives raised the possibility of having the Foundation fund some travel for Committer representatives to attend events such as Eclipse Summit Europe.   This is currently not permitted under Section 11.4 of the Eclipse Foundation Bylaws.   The subject of increasing Committer Diversity was also discussed and the need for working groups, committer meetings, and mentoring.  The Committer representatives also raised a concern that there is a perception amongst some in the community that the Strategic Members are not living up to their resource commitments.   Mike Milinkovich responded that there is a ramp up period and Strategic Members who have been with the Foundation for 18 months are generally compliant.  Mike took the action to have the EMO investigate ways through our web site to give greater visibility to the contributions of strategic members.  The point was made that  it is important for new organizations that visibility is given in such a way that doesn’t embarrass the new member.   The possibility of the Foundation assisting with IP Logs was also raised and Jeff McAffer took an action item to raise a bug on this subject.   

General Business

Confidentiality of Board Discussions

Mike Milinkovich noted that discussions at the last face to face Board meeting were leaked to the press and though it useful for the Board to discuss the confidentiality of Board discussions. 

Mike proposed that the Foundation get the Board and public minutes completed for approval at the next Board meeting.  If during a discussion at the Board, committer representatives or Add-In Provider representatives would like to raise a topic to their constituency, they ask the Board.  The Board would then vote on the proposal with all votes being a simple majority.   The understanding would be that no Board member would ever attribute a statement to someone else.  Mike further indicated that he would add this topic to the new Board Member Bootcamp presentation.

Policy of Pre-Requiring Code in Eclipse Projects

Mike Milinkovich introduced the “Guidelines for the Review of Third Party Dependencies” document circulated prior to the Board meeting and attached hereto as Exhibit I.    The document is intended to provide guidance to the projects on what they can and cannot do.  Currently, these decisions are not transparent to the community.    The document was discussed, modified during the discussion and re-circulated to the Board for discussion the following day.  

Use of Commercial Tools in Eclipse Development

Mike Milinkovich introduced a draft Policy and Resolution concerning the use of Commercial Tools in Eclipse Development in non-core areas that was circulated prior to the meeting and attached hereto as Exhibit J.1.   The issue of whether this would create a barrier to contributors was raised.  Mike Milinkovich indicated that it would, but making sure that every project must have access to the same tool would reduce the risk that a contributor might have to know a lot of different tools.  The document was modified during the discussion and attached hereto as Exhibit J.2. Mike Milinkovich then proposed the following resolution which was passed unanimously: 

 

RESOLVED, that the Board hereby instructs each Eclipse project to conform to the following policy for using proprietary tools in their development process.

·         Projects are authorized to use proprietary tools for non-core infrastructure made available free of charge by vendor to all projects within the Eclipse community.

·         Vendors must agree to provide free licenses for all Eclipse committers, plus those individuals identified by name by a project leader, for use on the project.

·         The vendor has no obligation to provide free support, but may choose to do so at their discretion. (There may be good business reasons to want to get feedback from the Eclipse team, and to ensure that they are happy users.)

·         Vendors are not obligated to provide any software. This is at their discretion.

·         Licenses provided by the vendors would be for a specific version of the vendor’s software and must be perpetual. Access to any upgrades would be at the discretion of the vendor.

·         Although it will be a matter of public record that projects at the Eclipse Foundation are using proprietary tools, the Eclipse Foundation will not endorse any vendor’s products. The Eclipse Foundation will publicly acknowledge the use of freely provided proprietary software tools on its “Thank You” page.


The Board further instructs the EMO to develop a procedure to implement this policy.

Management Reports

Mike Milinkovich reviewed the Key Performance Indicators..   Chris Larocque then updated the Board on operations (Exhibit L), marketing (Exhibit M), membership (Exhibit N),  and project related activity (Exhibit O),

Eclipse Summit Europe

Winston Damarillo provided an update on Open Source Summit Asia.   Winston indicated that Mozilla was also interested in participating but there wasn’t sufficient time to include them next year.  They may participate next year.  The venue for the event is the Hong Kong Cyberport and it is scheduled to take place November 26 to 30th, 2007.   There is no financial risk born by the Foundation for this event.  The target market is the same as EclipseCon.

Cross-Platform Allocation Working Group

Mike Milinkovich reported on the activity of the Cross-Platform Allocation Working Group and attached hereto as Exhibit Q.  There were 6 conference calls held.   The outcome was favourable.  The Board decided that the slides related to this working group should form part of the public minutes.

Compensation Committee

            The Compensation Committee sought clarity on its mandate from the Board.  Following discussion, the following resolution was passed unanimously (with the Compensation Committee itself abstaining):

            RESOLVED, the Board re-affirms the Compensation Committee’s ability to negotiate the Executive Director’s contract; and set the Executive Director’s quarterly objectives; and by means of this motion further empower the compensation committee to assess the salary increase for the Executive Director on an annual basis.

The Compensation Committee further sought and received the guidance of the Board in relation to the current negotiations with the Executive Director.

There being additional business to tend to, Michael Bechauf moved that the meeting be adjourned for continuation the following day, June 21, 2007.

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Continuation of Board Meeting:

Following a plenary session with the Planning Council during which Doug Gaff presented Planning Council input on the IP Process as attached hereto as Exhibit R, the Board re-convened 12:45, Thursday, June 21, 2007.  Present were the following Directors:



Director

Organization

Chris Aniszczyk

Elected committer representative

Rich Bartlett

Nokia

Michael Bechauf

SAP AG

Jess Garms for Ed Cobb

BEA

Mark Coggins

Actuate Corporation

Brian Roberts for Paul Czarnik

Compuware

Winston Damarillo

DevZuz

Ricco Deutscher

SOPERA GmbH

Eliane Fourgeau

Elected add-in provider representative

Richard Gronback

Borland

Yossi Leon for Andi Gutmans

Zend

Konstantin Komissarchik

Elected committer representative

Jochen Krause

Innoopract

Dennis Leung

Oracle

Howard H. Lewis

Elected add-in provider representative

Jeff McAffer

Elected committer representative

Ed Merks

Elected committer representative

Eric Newcomer

Iona

Tracy Ragan

Elected add-in provider representative

Brian Caroll

Serena

Steve Saunders

Wind River

David Tong

Sybase

Todd Williams

Elected add-in provider representative



Present at the invitation of the Board was Mike Milinkovich, Executive Director, Janet Campbell, Secretary, and Chris Larocque, Treasurer of Eclipse.org Foundation, Inc.

General Business

Policy of Pre-Requiring Code in Eclipse Projects

            Mike Milinkovich re-opened discussion on this document, which following modification by the Board the previous day, had been re-circulated for further review.    Following further discussion and minor modification, Mike Milinkovich proposed the following resolution which was passed unanimously.

            RESOLVED, the Board approves the Guidelines for the Review of Third Party Dependencies, as amended and attached hereto as Exhibit S.

Vendor Neutrality

            Mike Milinkovich introduced the topic of vendor neutrality. Essentially in some circumstances we are sourcing open source code originating from a single vendor and that is something we should specifically consider the implications of.  The lack of a definition of “open source”, what constitutes a “neutral” project, and the fact that this state could change over time was discussed and the associated problems of managing any such distinction.  In addition, Mike Milinkovich expressed concerns in having the Board direct the EMO to second guess a project’s decision.  Some concerns were expressed regarding the inclusion of third party packages and the difficulty this presents to her company when selling to customers.  The possibility of an RRS feed on requested and approved submissions was discussed and will be investigated further by the Foundation.   

Strategy Discussion

            Mike Milinkovich initiated a brainstorming session on strategies that the Foundation could pursue.  This was followed by re-examining the Foundation’s strategy document to see what changes the Board wished to consider.  There was insufficient time to complete this effort and so a working group was created to work on proposed revisions to the strategy slide for review at the August Board meeting.  During the course of the discussion, the possibility of inviting donations to Eclipse and charging additional funds for EclipseCon in order to fund program plans was discussed.  The following resolution was proposed and approved unanimously:

            RESOLVED, the Board directs the EMO to use its discretion to make a profit on its annual EclipseCon conference, and to use those profits to fund programs.

            There being no additional business to tend to, Mike Milinkovich declared the meeting adjourned.

*          *          *          *          *

This being a true and accurate record of the proceedings of this Meeting of the Board of Directors held on June 20th and 21st, 2007, is attested to and signed by me below.

 

                                                                                                /s/ Janet Campbell      

                                                                                                Secretary of Meeting