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 Pacific time at the Hotel Monaco San Francisco, San Francisco, CA on December 10 & 11, 2008 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 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, attached hereto as Exhibit A.
Mike Milinkovich advised the Board that the possibility of Jetty moving to Eclipse has been publicly raised within the Jetty community and could now be discussed publicly by members of the Board.
Mike Milinkovich introduced a proposed resolution to amend the Development Process to require an up-to-date project plan for Project Reviews. Following discussion, the following resolution was unanimously passed:
RESOLVED, that the Board directs to EMO to immediately amend the Eclipse Development Process such that for any Project to pass a Graduation Review, Continuation Review, or Release Review it must have a current project plan, in the format specified by the EMO, available to the community.
Mike Milinkovich introduced a proposal to modify the Industry Working Group naming conventions to be in line with our project naming guidelines, a copy of the related presentation for which is attached as Exhibit B. Following discussion, the following resolution was unanimously passed:
RESOLVED, that the EMO is directed to modify the Industry Working Group naming conventions as follows:
o Each IWG will have a “formal name” similar to the original policy.
§ E.g. “the Eclipse Mobile Industry working Group”
o They will also have a “nickname” that can provide a distinct identity
§ E.g. “Blortz”
o The two can be used in conjunction with one another.
§ E.g. “Blortz, the Eclipse Mobile Industry Working Group”
Mike Milinkovich informed the Board that the Eclipse Foundation was interested in organizing an “Open Source Strategy Session” to occur at EclipseCon, possibly on the Sunday prior to EclipseCon that would provide: (1) education session for executives in setting open source strategy; and (2) presentations and discussions on a variety of topics including: development model, product strategy, licensing strategy, and revenue generation strategy. The related presentation is attached as Exhibit C. The feedback of the Board was that they were in favour of the idea, but felt that Sunday was not the best day to schedule the event.
Mike Milinkovich introduced the enabling resolution for the 2009 Members Meeting, EclipseCon 2010, and Eclipse Summit Europe 2009. The following resolutions were passed unanimously:
RESOLVED, that there was unanimous consent to have the 2009 annual membership meeting on March 23, 2009 at EclipseCon 2009, in Santa Clara, California.
RESOLVED, that the Executive Director of the Corporation is hereby authorized and empowered, for and on behalf of the Corporation, to retain such advisors, to execute and deliver such documents, papers or instruments and to do or cause to be done any and all such other acts and things as he may deem necessary, appropriate or desirable in connection with the organization and execution of the EclipseCon 2010 conference, including without limitation the election of vendors responsible for the operations and logistics of the event, and the taking of any such action shall be conclusive evidence of the approval thereof by this Board of Directors.
RESOLVED, that the Executive Director of the Corporation is hereby authorized and empowered, for and on behalf of the Corporation, to retain such advisors, to execute and deliver such documents, papers or instruments and to do or cause to be done any and all such other acts and things as he may deem necessary, appropriate or desirable in connection with the organization and execution of the Eclipse Summit Europe 2009 conference, including without limitation the selection of vendors responsible for the operations and logistics of the event, and the taking of any such action shall be conclusive evidence of the approval thereof by this Board of Directors.
Mike Milinkovich provided an update on Eclipse Summit Europe 2008 indicating that it had been a tremendous success. A copy of the related presentation is attached as Exhibit D. The Board unanimously approved the following resolution:
RESOLVED, that the Board wishes to recognize the personal contributions of Ralph Mueller and Bjorn Freeman-Benson in making Eclipse Summit Europe a huge success.
Mike Milinkovich provided an update on EclipseCon 2009 indicating that while sponsorships appeared slower than expected the program planning was going very well. A copy of the related presentation is attached as Exhibit E.
Doug Gaff presented on behalf of the Committer Representatives. The related presentation is attached as Exhibit F. Doug indicated that while the coordinated build worked, it was too frequently broken. Doug further indicated that there was a lack of continuous testing. In addition to the foregoing, Doug highlighted a mismatch between what the Projects deliver in the simultaneous release and the expectations of the adopter and user communities. Mike Milinkovich indicated that there was often such a mismatch in expectations, such a mismatch occurred irrespective of the public position that the Eclipse Foundation took on the topic. Mike further indicated that to the extent that there were bugs filed against the simultaneous release that were not fixed, there was a commercial opportunity for a vendor.
Doug Gaff presented on behalf of Martin Oberhuber, the chair of the Architecture Council. The related presentation is attached as Exhibit G. The revitalized Architecture Council has successfully acting as ombudsman for the projects and user community. In addition, the Council is actively working on a number of projects to further improve the experience for the Committer Community and now has 50 members, 20 of whom are quite active. Doug indicated that the Architecture Council would like to see greater involvement from the PMCs. Mike Milinkovich asked all in attendance to consider re-engaging with the Architecture Council.
Doug Gaff indicated that the Architecture Council was interested in seeing the Board provide some assistance in the form of resources to help bridge the gap between what the Projects are currently producing and what the adopter and user communities were expecting. Referring to Article I of the Eclipse Foundation Bylaws, the Board indicated that while they recognize that the problem exists, it was not the Eclipse Foundation’s role to solve.
Doug Gaff indicated that the Eclipse Foundation’s current position on the LGPL was causing some Projects concern and frustration. Mike Milinkovich responded that the IP Advisory Committee was currently revisiting Eclipse’s policy with respect to the re-distribution of code under the LGPL license at Eclipse.
Doug further indicated that there was some interest in the community in using eGit. Mike Milinkovich responded that the Foundation did not have the resources to support eGit at this point in time.
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 2009 Budget for the Eclipse Foundation.
EPIC Working Group
Todd Williams presented the results of the EPIC Working Group, the related slides for which are attached as Exhibit I. There was general consensus to accept the recommendations of the working group.
Mike Milinkovich introduced a discussion of the Roadmap. Mike indicated that he wishes to have the discussion from two perspectives. First, what if any changes did the Board wish to recommend to the Roadmap. Second, while the creation of the Roadmap is required by our Bylaws and resource consuming to produce, use of the Roadmap was low. Following discussion, the following resolutions were unanimously approved:
RESOLVED, the Board unanimously approves the 2008 Roadmap in its current form.
RESOLVED, the Board directs the EMO to establish a Working Group to discuss how we can better direct the Requirements Council such that its output is more beneficial to the community and the ecosystem.
Strategic Member Reports
Mark Coggins presented the Strategic Report for Actuate, a copy of which is attached as Exhibit J. Richard Gronback presented the Strategic Report for Borland, a copy of which is attached as Exhibit K. In doing so, Rich ended with a “Soap Box” slide and initiated a discussion on E4 and the long term viability of the Platform. The Board recognized the importance of the topic and allocated some dedicated time to discuss Rich’s concerns and ideas the following day.
Maher Masri presented the Strategic Report for Genuitech. John Kellerman presented the Strategic Report for IBM, a copy of which is attached as Exhibit M. Jochen Krause presented the Strategic Report for Innopract, a copy of which is attached as Exhibit N.
December 11, 2008
The meeting resumed at 8:30 on December 11, 2008.
Executive Director Review
Michael Bechauf provided an overview of the approach taken for the Executive Director Review.The results of the survey indicated broad support for Mike in his capacity as Executive Director and the survey results indicated that his compensation was competitive. The Board passed the following resolution unanimously:
RESOLVED, the Board thanks Mike Milinkovich for his 4 years of very successful tenure as Executive Director of the Eclipse Foundation and congratulates Mike for turning Eclipse from a very small group to one of the most successful open source ecosystems in the world.
Mike Milinkovich thanked the Board and indicated that he would review the survey material and take the feedback very seriously. Mike thanked the Board for their support and indicated that he enjoyed his job and planned to continue in the position for some time to come.
Eclipse Mobile Industry Working Group
Dino Brusco provided an update on the Mobile Industry Working Group, the related presentation for which is attached as Exhibit Q. Dino cited the benefits to the Eclipse Foundation and the mobile industry generally, indicating that the development of this working group was both a significant change and opportunity. Mike Milinkovich further indicated that it was hoped that the creation of these groups would drive Enterprise and Strategic Membership as companies must be either Enterprise Members or Strategic Members to participate in the Industry Working Group Steering Committees.
Strategic Member Reports
Wolfgang Neuhaus presented the Strategic Report for itemis, a copy of which is attached as Exhibit R. Oisin Hurley presented the Strategic Report for IONA/Progress, a copy of which is attached as Exhibit S. Dino Brusco presented the Strategic Report for Motorola, a copy of which is attached as Exhibit T. Rich Bartlett presented the Strategic Report for Nokia, a copy of which is attached as Exhibit U. Stephane Lacrampe presented the Strategic Report for OBEO, a copy of which is attached as Exhibit V. Ricco Deutscher presented the Strategic Report for Sopera, a copy of which is attached as Exhibit W. Tim Barnes presented the Strategic Report for Open Methods, a copy of which is attached as Exhibit X. During his presentation, Tim advised the Board that Open Methods would be dropping their membership down to a Solutions Member as they had not been able to meet their resource commitments to the Eclipse Foundation since joining. Somasundaram Shanmugam presented the Strategic Report for Sybase, a copy of which is attached as Exhibit Y. Doug Gaff presented the Strategic Report for WindRiver, a copy of which is attached as Exhibit Z. Mitch Sonies presented the Strategic Report for Cloudsmith, a copy of which is attached as Exhibit AA.
Following the Strategic Member Reports, Mike Milinkovich noted that there had been a number of Strategic Members that had indicated that they were not meeting their resource commitments to the Eclipse Foundation. Mike asked the Board if there should be repercussions for those Members, such as for example, declaring that member not in “good standing” and therefore ineligible to vote. After much discussion, no consensus was reached on the topic.
Rich Gronback initiated a further discussion of E4, indicating that he is concerned about the project given there are only three Strategic Members doing anything with E4. There was recognition by the Board that there was a need to get more individuals involved in E4. Mike Milinkovich suggested an approach whereby Strategic Members would have the option of allocating up to two of their committed resources to “common good” projects and that these resources would each count for 2 committed resources. There was general consensus that this was a proposal that was worthy of further consideration. When posed with the question as to who would decide what these resources would work on, Mike Milinkovich proposed that it be the Strategic Advisory Committee which is a combination of the Planning Council, Architecture Council and Requirements Council would come up with the ideas of what the group could work on, but that it be the individuals that are committing resources that ultimately be the decision makers.
Tracey Ragan asked if we are now in the process of changing the basic culture – where IBM provided the platform and everyone else came and built an ecosystem to a broader based platform participation model? Mike Milinkovich indicated that yes, IBM has said quite clearly that they are no longer willing to support the platform on their own and that there is not a consensus in IBM regarding E4. In trying to understand why there was a lack of participation, Board Members were polled to better understand each Board Member’s rationale. Based on the discussion there was recognition that further education was needed so that Board Members could better understand the benefits of participation in E4. Mike Milinkovich indicated that the Foundation would organize a webinar to facilitate awareness.
Mike Milinkovich declared the meeting adjourned at approximately 3:00 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 10 and 11th, 2008, is attested to and signed by me below.
/s/ Janet Campbell
Secretary of Meeting