A Meeting of the Board of Directors (the “Board”) of Eclipse.org Foundation, Inc., a Delaware corporation (the “Corporation”), was held on held at 8:30am Eastern time at the Hotel Monaco San Francisco, San Francisco, CA on December 12 & 13, 2007 as a regularly scheduled quarterly face-to-face meeting.
Present at the meeting were the following Directors:
Present at the invitation of the Board was Mike Milinkovich, Executive Director, Janet Campbell, Secretary, and Chris Larocque, Treasurer of Eclipse.org Foundation, Inc.
Mike Milinkovich advised the Board that Serena would not be renewing their Strategic Membership.
Mike Milinkovich introduced the minutes from the November meeting and asked for any corrections and/or comments. The following resolution was unanimously passed:
RESOLVED, that there was unanimous consent to approve the amended minutes of November.
Mike Milinkovich introduced the Charter for IP Advisory Committee which had been previously approved by the IP Advisory Committee and was modeled after the other Committee Charters. The Charter had been approved some time ago and the subject was now being brought to the Board to correct an administrative oversight. No questions or concerns were raised and the following resolution was passed:
RESOLVED, that there was unanimous consent to approve the Charter of the IP Advisory Committee, attached hereto as Exhibit A.
Mike Milinkovich indicated that Winston Damarillo has volunteered to take over the chair of the Membership committee. Mike further indicated that he would like to revive the Membership Committee and involve directors on the Committee that had an interest in helping the Foundation grow the membership, with a particular focus on Strategic Membership. The following resolution was unanimously passed:
RESOLVED, that there is unanimous consent to approve Winston Damarillo as the chair of the Membership Committee.
Mike Milinkovich proposed that the governments be added to the Associate Member class. A copy of the related presentation is attached as Exhibit B. The current definition of Associate Member in the Membership Agreement does not expressly include governments, but it does contemplate the addition of other types of Associate Members by the Eclipse Foundation Board. It is felt that this is the most appropriate classification for governments in light of the fact that they rarely create a commercial offering. The following resolution was passed unanimously.
RESOLVED, that Governments and government/public departments, agencies and government/public departments, agencies and ministries will be accepted as Associate Members.
Richard Gronback highlighted that there is a clause in the Modeling top Level project that states: “To ensure the scope of the project remains consistent within the modeling mission, the PMC will seek Eclipse board approval for the creation of new projects.” The modeling project would like to strike this reference from their Charter. There being no concerns raised, Richard indicated that he would propose a revised version of the Charter at the next Board meeting.
The subject of the upcoming elections was raised and there was discussion on how to best generate interest in the elections. There was general consensus on the following topics:
· Committer Representatives blogging about their experience would be useful,
· Making Board Members more visible to the community at EclipseCon through identifying them as Board Members on their EclipseCon badges
· Adding a Q&A session with the Board at the annual Members meeting.
· Improving the Board web page on the Eclipse.org website by adding pictures together with a short biography for each Director.
· The Committer Representatives raised an issue with the current voting structure. Currently, the votes of all committers working for the same company collapse into a single vote. This is an impediment to committers getting involved in the electoral process. The EMO will review the Eclipse Foundation Bylaws to determine what improvements could be made both from the standpoint of the voting structure and representation.
The Committer Representatives highlighted significant improvements in the IP Process and Mike encouraged the Committer Representatives to blog about their ability to influence for change at the Board level, as these changes were largely driven at the Board level by these community representatives.
Board Survey and The Imperfect Board Member
Mike Milinkovich asked Board Members for feedback on the book provided to each Director (the Imperfect Board Member) and the Board Survey that the Board had recently been asked to participate in. Several Board Members indicated that they found both the book and the survey very useful and that they had forwarded the book to other Boards that they participate in. Mike then organized Board Members into 5 groups and asked each group to come up with 4 strengths and weaknesses of the Board. The large size of the Board was recognized as a challenge, though the Board felt that the use of Committees was helping with that. The Board requested that in the future all Standing Committees and Ad Hoc Committees should report to the Board each Board Meeting.
Further discussion was had on the importance of work on the “common good” areas, but the lack of influence that the EMO and Board have on the resources that might do this work. Mike Milinkovich commented that there was need to change the way strategy is handled so that we clearly separate the pieces that the EMO can actually act on and highlight things that are to the benefit of the community but the EMO can only influence. We should then highlight what needs to get done, who signs up to what, and then measure against commitment. The benefit of a strategic working group or committee was discussed and the following resolution approved:
RESOLVED, by majority vote of the Board, the Board approved the establishment of a Strategy Committee to work with the Executive Director on setting strategy for the Eclipse Foundation.
At 5:10 Pacific Time, the meeting was adjourned for the day.
December 13, 2007
Advertising Working Group
The meeting resumed at 8:30 on December 13, 2007. Mike Taylor presented the Advertising Working Group recommendations. A copy of the related presentation is attached as Exhibit D. After some discussion, including the observation that it needs to be more painful for a Strategic Member such as Serena to quit, the Board approved the following resolutions:
RESOLVED, that there was unanimous consent to approve the following recommendations of the Advertising Working Group:
1) advertising should be added to ecilpse.org
2) primary purposes
a. Increase the value of membership in the Eclipse Foundation
b. Provide valuable additional information to users of eclipse.org
3) Include advertising as a standard part of every strategic membership
4) Secondary goal:
a. Generating additional revenue for the Foundation
5) Take care that the cost of administering the advertising not become greater than the benefit.
RESOLVED, that the Board approves of projects who so desire to recognize on their websites the contributions of individuals and corporations of those who (a) make significant contributions to the project and/or (b) make use of the project in a commercial product, open source project or application. The Board instructs the EMO to draft and implement guidelines for the projects based on the following principles:
· Consistency in look, feel and navigation across project websites.
· Vendor neutrality.
· Membership value.
Jeff McAffer presented the Board with the Platform Project’s vision for Eclipse 4.0. Jeff encouraged others to participate in the development of Eclipse 4.0. The intention is to announce 4.0 at EclipseCon and ship in 2009.
Ricco Deutscher, Jeff McAffer, and Jochen Krause led a discussion on the Runtime Summit and proposed that a new Top Level Project be created to host Eclipse runtime projects. A copy of their presentation is attached as Exhibit E.
The group indicated their intent to put forward a Charter for such a project at the next Board meeting.
Mike Milinkovich introduced a discussion of the Roadmap. A copy of the related presentation is attached as Exhibit F. The Bylaws require that each year the Requirement, Planning and Architecture Councils collaborate on the Eclipse Roadmap. This document has historically required a significant amount of effort from the Councils for an unclear return on that investment in time and energy. Several Board members found the document quite valuable in order to explain Eclipse to their management and how Eclipse fits into the company’s strategic direction. After some discussion it was decided that there would be a roadmap, that the EMO will write the preamble and create an XML template that each project complete that specifies their plans by theme that can then be used to auto-generate the planned deliverable portion of the Roadmap. The Planning Council would be responsible for validating and selecting set of themes and priorities consistent with those prepared by the Requirements Council which each project in the annual release train would be expected to use in their plans. Each project but would also be able to add additional themes and priorities as well.
Strategic Advisory Council
Mike Milinkovich introduced the proposal to reform the Requirements Council. The associated presentation is attached as Exhibit G. This proposal is intended to refocus the energies of the Requirements Council by establishing an active advisory group that engages the PMCs and other advisors to provide relevant, strategic input to both Project and member Product planning activities. Members of the Requirements, Architecture and Planning Council are eligible and encouraged to participate.
RESOLVED, the Board unanimously approved the proposal.
Budget Review and Approval
Chris Larocque provided an overview of the budget. Following the discussion, the Board approved the following resolution:
RESOLVED, there was unanimous consent to approve the 2008 Budget for the Eclipse Foundation.
Future Board Meetings
It was decided that the upcoming face-to-face Board meetings would be held in Denver in June, Dallas in September, and San Francisco in December.
2008 Executive Director Annual Objectives
Mike Milinkovich reviewed the 2008 Executive Director Annual Objectives. Following the discussion, the Board approved the following resolution:
RESOLVED, there was unanimous consent to approve the 2008 Executive Director Annual Objectives.
The Committer Representatives wanted to recognize the significant improvement in the IP Process, indicating that people are much happier with the process as a result.
The Board then turned to revisit the discussion of the Board’s Performance and what the Board members expected of their peers on the Board. The importance of having strategic discussions at the Board level was discussed. While it was recognized that some strategic discussions about the technology created at Eclipse are difficult to have because the Board does not own the resources that would do the work, it was felt that other strategic-level discussions and if necessary changing the Bylaws are clearly within the Board’s purview. Examples included membership structure, and the relationship of membership in the Eclipse Foundation and the ability to create projects at Eclipse,.
Mike Milinkovich declared the meeting adjourned at approximately 3:00pm Pacific Time.
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This being a true and accurate record of the proceedings of this Meeting of the Board of Directors held on December 12 and 13th, 2007, is attested to and signed by me below.
/s/ Janet Campbell
Secretary of Meeting