A Meeting of the Board of Directors (the “Board”) of Eclipse.org Foundation, Inc., a Delaware corporation (the “Corporation”), was held on March 17, 2008 as a regularly scheduled face to face meeting in the Great America Meeting Room #3, in the Santa Clara Convention Center, Santa Clara, California.
Present at the meeting were the following Directors:
Also present at the invitation of the Board were the following newly elected Committer and Add-In Provider representatives whose term will begin at the next Board Meeting:
Present at the invitation of the Board was Mike Milinkovich, Executive Director, Janet Campbell, Secretary of Eclipse.org Foundation, Inc., and Chris Larocque, Treasurer to the Foundation.
Bjorn Freeman-Benson provided an update on EclipseCon 2008, the associated slides for which are attached as Exhibit A hereto. Bjorn reported that the total number of people attending EclipseCon is going to be much greater than previous years and that the Technical Program was better than ever. Bjorn also recognized Donald Smith’s efforts regarding sponsorship, including greater sponsorship integration across the conference. Bjorn further indicated that those efforts generated much higher sponsorship revenue than was initially expected. Mike Taylor noted a savings of $110K in Conference Operations and asked how such a savings was possible. Bjorn indicated that continued use of the same suppliers and relationship management had enabled the Foundation to negotiate price reductions in many cases. The Board observed that EclipseCon has just got better and better year after year, largely due to Bjorn’s efforts and unanimously passed the following resolution:
RESOLVED, that the Board would like to recognize Bjorn Freeman-Benson’s personal contribution both from a work and personal perspective towards the continued success of EclipseCon.
Bjorn Freeman-Benson reviewed the proposed process for the 2008 Roadmap.
Bjorn Freeman-Benson reviewed the proposed changes to the Development Process, the slides for which are attached as Exhibit C.
Mike Milinkovich reviewed the Management Reports and Key Performance Indicators. In so doing, Mike noted that our membership numbers at EclipseCon 2007 were 157 and that this year that number is 178 even after having purged our membership numbers of bad debts, indicating that we have made significant progress. Tracy Ragan asked if we have projections on how the Foundation will make their revenue targets. Mike indicated that there was not a projection per se, but that he would later be introducing possible changes to the Membership structure that would help with that.
Mike announced and congratulated the newly elected representatives. Specifically, the Add-In Representatives are: Robert Day (LyunuxWorks), Emma McGrattan (Ingres), Tracy Ragan (OpenMake), Mike Taylor (Instantiations), and Todd Williams (Genuitec). Mike further indicated that the voter turnout for Add-In Providers was 20%, which was low, but still double that of the Committers. Dave Thomson observed that the lower turnout was likely due to vote aggregation. The elected Committer Representatives were: Chris Aniszczyk, Doug Gaff, Mik Kersten, Jeff McAffer, and Ed Merks. Both the Board and the Executive Director offered thanks and appreciation to departing Board Members.
Finance Committee: Mike Milinkovich indicated that Jonathan Khazam is on sabbatical for 2 months and during that time Jim Saliba has offered to act as chair of the Finance Committee. Jim indicated that we are on budget and wanted to thank Chris Larocque for pulling the numbers together and keeping the Committee informed. Mike Milinkovich indicated that due to our increasing size, the audited financial results would now be available later and that our current expectation is that these would be available in April.
Compensation Committee: Michael Bechauf reported for the Compensation Committee. Michael indicated that the new compensation framework for Mike Milinkovich that gave more emphasis to a strategic component tied to an annual cycle has been rolled out. This strategic element represents 35% of Mike’s overall objectives. The remaining 65% of Mike’s compensation would remain quarterly focused. Michael indicated that the Committee now only has two Board Members and indicated that additional representation would be welcome.
Membership Committee: Winston Damarillo reported for the Membership Committee. Winston indicated that the Committee had been looking at refinements to the Membership Structure. Together, Mike Milinkovich and Winston Damarillo gave an overview of the proposed changes to the Membership structure. The proposal was generally well received. Mike Milinkovich indicated that there was no expectation of a vote at this Board meeting, but that this was to set the stage for further changes that will by necessity happen over time due to the changes needed to the Membership Agreement and Bylaws. Some Board Members found the title “Corporate Member” misleading and it was suggested that the Foundation may want to consider an alternate name such as “Enterprise Member” instead.
IP Advisory Committee: Mike Milinkovich introduced Adrian Cho on the phone to report on behalf of the IP Advisory Committee. Adrian provided an overview on the discussions related to extending parallel IP to all projects and the recommendation of the IP Advisory Committee to approve a limited extension of parallel IP to mature projects for “diffs” – material that is an update to previously reviewed and approved material. .
RESOLVED, the Board unanimously approves the limited extension of parallel IP to mature projects.
Adrian further indicated that the Committee has been working on a re-write of the IP Policy and that we have recently concluded that work with the intention that the IP Advisory Committee will approve a version for the Board’s consideration. Mike Milinkovich indicated that it was the intention of the Committee to bring that subject to the Board for consideration at the April Board Meeting. Mike also indicated that he recently brought the EPL/GPL compatibility issue to the Committee for review and that that discussion has begun.
Raven Zachary from the 451 Group was invited to speak, a copy of his related presentation is attached as Exhibit G.
Brent Williams from Benchmark was invited to speak. A copy of his related presentation is attached as Exhibit H.
Collaboration with Apache and OSGi on Reference Implementations
Eric Newcomer highlighted the importance of collaboration between Eclipse projects and projects from organizations such as Apache. Eric indicated that currently, the implementation of the IP Policy does not permit this type of collaboration without undue burden on the projects and stressed the need to rectify this. Mike Milinkovich indicated that it sounded like an open request that allowed for ongoing code contribution to CVS, followed by a final review on the code that the project wished to re-distribute seemed like an effective way to address this. Dave Thomson indicated that he felt further discussion of this should take place at the IP Advisory Committee. The Board agreed to refer this topic to the IP Advisory Committee.
OSGi Interest in Eclipse Collaboration
Ed Cobb introduced this topic and asked the question as to whether we as a community should be getting closer to standards. Mike Milinkovich then pointed the Board to Section 3.9(c) of the Eclipse Bylaws and indicated that the Section said in part that a super-majority consent was required for selecting standards organizations through which to standardize Eclipse API’s. Mike indicated that the Eclipse Equinox project is the reference implementation of OSGi and asked whether the project should have come to the Board first to ask permission. After much discussion, it was agreed that they should not have in that instance because they were sought out by OSGi. If instead, the project itself had sought to be a reference implementation, then the Project should seek the Board’s approval. Mike encouraged Board members to continue the OSGi discussion on the Board mailing list.
Dave Thomson provided an update on Jazz and encouraged any individuals interested to attend Jazz talks at EclipseCon 2008 if they wish to learn more.
Mike Milinkovich introduced the topic of whether the Board continued to wish to have a Strategy Committee, as previously agreed to in the December meeting, to advise the Executive Director and further indicated that he would be comfortable with whatever path the Board chose.
The following resolution was approved by a majority of the Board:
RESOLVED, that Ed Cobb (chair), Ricco Deutscher, and Dennis Leung are hereby appointed to the Strategy Committee.
John Duimovich provided a Tools update for the Board, a copy of the related presentation for which is attached as Exhibit J (slides, text). John indicated that there was a need to review the implementation requirements of the IP Policy to enable projects to leverage Parallel IP without the overhead that is currently required by the Board.
Eclipse Project Update:
Philippe Mulet provided the Eclipse Project Update for the Board, a copy of which is attached hereto as Exhibit K (slides, text). In so doing, Philippe asked for Board assistance in: improving diversity, establishing Eclipse 4.0, and the Foundation obtaining the JCK license.
Mike concluded the meeting by highlighting two press releases that were issued at EclipseCon, the first announcing the Eclipse Runtime project and the second announcing that EclipseLink is going to be the reference implementation for JSR 317, nothing that this is the first EE or even SE RI that has been done outside of Sun or Sun’s direct control, a significant development. Dennis Leung once again thanked the Board for approving the dual licensing of EclipseLink to permit this to happen.
Mike Milinkovich declared the meeting adjourned at approximately 2:44 Pacific time.
* * * * *
This being a true and accurate record of the proceedings of this Meeting of the Board of Directors held on March 17, 2008, is attested to and signed by me below.
/s/ Janet Campbell
Secretary of Meeting