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 Grove Isle Hotel in Miami, Florida on December 9 & 10, 2009 as a regularly scheduled quarterly face-to-face meeting.
Present 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 the November Board call, attached hereto as Exhibit A.
Mike Milinkovich introduced the enabling resolution for the 2010 Members Meeting. The following resolution was unanimously passed:
RESOLVED, that there was unanimous consent to have the annual membership meeting on March 22, 2010 at EclipseCon 2010, in Santa Clara, California.
Mike Milinkovich proposed that the Board meeting schedule for 2010 comprise three face to face meetings together with monthly calls. More specifically, the face to face meetings would comprise a March meeting at EclipseCon, a two day meeting in June at a US East Coast location to be finalized, and a final face to face meeting be held at Eclipse Summit Europe in Germany. The following resolution was unanimously passed:
RESOLVED, that there was unanimous consent to approve the Board meeting schedule as proposed.
Mike Milinkovich proposed a resolution to re-appoint the Eclipse Foundation Officers pursuant to Section 5.2 of the Eclipse Foundation Bylaws. The following resolutions were passed:
RESOLVED, that there was unanimous consent to re-appoint Mike Milinkovich Executive Director of the Eclipse Foundation.
RESOLVED, that there was unanimous consent to re-appoint Janet Campbell Secretary of the Eclipse Foundation.
RESOLVED, that there was unanimous consent to re-appoint Chris Larocque Treasurer of the Eclipse Foundation.
Mike Milinkovich noted that while annual enabling resolutions had traditionally been passed for both EclipseCon and Eclipse Summit Europe, it was the guidance of external counsel that these enabling resolutions were no longer required as running the events was now a standard practice of the Eclipse Foundation.
Mike Milinkovich provided a Marketing update, the related presentation material for which is attached as Exhibit B. In discussing Eclipse Labs, a Board member indicated that he hoped that Eclipse Labs would give a good path for projects to migrate from Eclipse Labs to the Foundation. He noted that there are already sites that will host and store your project for free. For Eclipse Labs to be useful, it needs to make the transition from Eclipse Labs to the Foundation as easy as possible. Another Board member echoed Shawn’s sentiments indicating that there should be a process that requires such things as a contributor agreement. A Board member indicated that the Foundation should consider requiring the use of the EPL. A Board member indicated that there needed to be a clear distinction between “safe” code from eclipse.org and code that has not been reviewed. A Board member asked if we would be permitting GPL licensed code on Eclipse Labs. Mike Milinkovich indicated that we would not be. Mike asked Board Members to let him know of any Projects that might be interested in being the first tenants for Eclipse Labs.
Mike Milinkovich provided a Membership update, the related presentation material for which is attached as Exhibit C. Mike indicated that the Foundation had a complete kit to approach companies for Membership that is geared towards the altruistic reasons a Members should join Eclipse. He further indicated that once a company had joined, it was typically far easier to up sell the company on a higher level of Membership.
Chris Larocque provided an Operations update.
Mike Milinkovich provided an update on Eclipse Summit Europe 2009 indicating that it had been a success. A copy of the related presentation is attached as Exhibit E.
Mike Milinkovich reviewed the Key Performance Indicators (KPIs). Mike noted that the Foundation was seeing a lot of interest in e4 which is a very good thing; noting also that it also increased the pressure on the project team.
Boris Bokowski spoke on behalf of the Committer Representatives indicating that the recent problem with CVS had slowed everyone down. Boris said he believed that the problem was largely fixed now, but hoped that there would be continued improvement in that area. Boris further indicated that he thought there was a need at the Eclipse Foundation for better and more hardware for things like the file servers. Boris asked fellow Board Members to see if there was the possibility of donating hardware to Eclipse. Shawn Pearce indicated that Google had recently donated $20K to the Eclipse Foundation to buy hardware to support Git and that hopefully that would free up some existing hardware. Mike Milinkovich thanked Google for their contribution and further indicated that if companies are not in a position to donate hardware, the Foundation could accept cash donations. Chris Aniszczyk expressed concern that the Eclipse Foundation does not currently have a full time evangelist. Mike Milinkovich indicated that it is correct that the Eclipse Foundation does not have a full time evangelist and that there was no plan to change that in the coming budgetary year. Mike further indicated that members of the Project leadership are the best evangelists. Ed Merks concurred that he felt that this was the Project’s responsibility. Ed Merks further indicated that he thought that Committers are generally pretty happy and that the IP process improvements have made a big difference – IP just isn’t on the radar as an issue.
Solutions Members Issues
Hans Kamutzki spoke on behalf of the Solutions Members, asking that the Board discuss the recent blog postings by Bjorn Freeman-Benson and Mike’s response on November 30th, 2009. Several Board Members expressed concern at the possibility of having someone as disruptive as Bjorn Freeman-Benson on the Board should he run and be elected to the Board.
Boris Bokowski provided an update on e4, the related presentation slides for which are attached as Exhibit G.
Strategic Member Reports
The following Strategic Member Reports were presented:
· John Kellerman presented for IBM, the related presentation material or which can be found as Exhibit H.
· Dennis Leung presented for Oracle, the related presentation material for which can be found as Exhibit I.
· Wolfgang Neuhaus presented for Itemis, the related presentation material for which is attached as Exhibit J.
· Ronnie King presented for Nokia, the related presentation material for which is attached as Exhibit K.
· Michael Bechauf presented for SAP, the related presentation material for which is attached as Exhibit L.
Long Term Support
Mike Milinkovich introduced a discussion of the possible long term support of Eclipse Project releases. Following the discussion, it was agreed that a Board Working Group should be created to discuss a strategy for the long term support of Eclipse releases and the possibility of a related service offering by the Eclipse Foundation.
December 10, 2009
The meeting resumed at 8:30 on December 10, 2009.
Executive Director Review
The Board met with Mike Milinkovich absent to discuss the Executive Director’s review. In so doing, the Board together drafted an email to Mike which the Board proposed be considered Mike’s performance review. The following resolution was passed.
RESOLVED, that there was unanimous consent that the email drafted by the Board and sent to Mike Milinkovich dated December 10, 2009 be considered his performance review.
In discussing the review, there was general agreement that the KPIs be presented quarterly rather than monthly. A Board member indicated that the Board would like Mike to interpret the KPIs for the Board and give the Board his thoughts on what they mean both for the long term and the short term. Another Board member added that there was a sense on the Board that “business as usual” was no longer going to be effective and that the Board would like to see Mike consider disruptive solutions to ensure the ongoing success of the Eclipse Foundation.
EclipseCon 2010 Update
Mike Milinkovich presented an update on EclipseCon 2010, the related presentation material for which is attached as Exhibit M. In general, planning for the conference was well in hand. Mike further added a request to all Board Members to send people where possible.
Mike Milinkovich indicated that the last Roadmap had been approved in December 2008. Mike indicated that the Foundation was planning on having the next roadmap approved at the March 2010 Board meeting. The intention is to have the Roadmap be more relevant by having it focus on the release train. Mike further indicated that December 18, 2009 is the deadline for Projects to declare their Release Train intentions. Mike indicated that the Foundation would like to propose a change in how the Roadmap is used. The thought is to have the Requirements Council decide what goes into the Release Train. The good news is that is a meaningful role for the Requirements Council. The bad news is that the Requirements Council in its current form doesn’t have the right people on the Council for this proposed new role. If we are to proceed down this path, it will force a re-boot of the Requirements Council. A Board member asked who was on the Requirements Council. Mike indicated that every strategic member has a representative plus anyone appointed by the Executive Director. Another Board member commented that the proposal does drive Membership value which is important to the Board. A Board member indicated that he thought that it would be beneficial to have Committers represented on the Requirements Council. Another Board member indicated that he thought it would make sense to have the Requirements Council mirror the composition of the Board. There was some additional discussion of the Requirements Council working with the intellectual property (IP) team to factor a Project’s IP review requirements into the selection process. Mike indicated that the Foundation would write up a document to socialize with the community and bring it back to the Board for consideration in March 2010 to define the process. Mike indicated that the process would ensure that representatives of the committer community would be included in the Requirements Council to ensure that the project’s perspective was represented. Mike further indicated that it would be a transparent process.
Membership Agreement – Proposed Changes to Exhibit C
Mike Milinkovich introduced a proposed change to Exhibit C of the Membership to allow for another tier of dues for very small companies in the Solutions Member category. There was general agreement that the cap for company size for this new tier should be 10 employees or contractors and that there need be no limit on the duration for which a company could participate at that tier of Membership dues.
RESOLVED, that there was unanimous consent that Exhibit C of the Membership Agreement be revised such that Solutions Members with less than $1 million in revenue and fewer than 10 employees will pay annual dues of $1500.
Strategic Member Reports
The following Strategic Member Reports were presented:
· Etienne Juliot presented for OBEO, the related presentation material or which can be found as Exhibit N.
· Hans-Christian Brockmann presented for Brox, the related presentation material for which can be found as Exhibit O.
· Ricco Deutcher presented for Sopera, the related presentation material for which can be found as Exhibit P.
· Chris Aniszczyk presented for EclipseSource, the related presentation material for which can be found as Exhibit Q.
Mike Milinkovich commented that one thing that really struck him this year was how the smaller Strategic Members have really stepped up their involvement, meeting their membership obligations.
Budget Review and Approval
Chris Larocque provided an overview of the budget. Mike Milinkovich introduced a discussion of the costs associated with the IP process at Eclipse. Mike Milinkovich in summarizing the conversation indicated that he believed the Board felt the Eclipse Foundation should do more to market the value of the IP process at Eclipse as a clear differentiator for Eclipse in open source communities.
Mike Milinkovich indicated that he had a couple of topics that we wanted the Board’s feedback on. Firstly, Mike asked the Board what it thought of the Executive Director of the Eclipse Foundation being on the CodePlex Foundation’s Board of Advisors. The general consensus of the Board is that this possibility should not be pursued. However, the Board requested that a representative of the CodePlex Foundation be invited to present to the Eclipse Board at the March 2010 meeting.
Mike Milinkovich advised the Board that the Device Software Development Platform (DSDP) is no longer functioning effectively as an Eclipse Top Level Project. Mike indicated that his intent was to wind up the top level project, move the active parts elsewhere and archive the projects which are no longer active.
Mike Milinkovich indicated that he was starting to see interest in bringing projects to Eclipse that don’t fit the traditional Eclipse scope. For example, there is a desire to bring an OSGi project for SCALA to Eclipse. Mike said that while it was his decision to make, he wanted the Board’s feedback. Mike further indicated that he was inclined to accept the project proposal because while the range of languages commonly used for development has expanded significantly in recent years. Accepting a project like SCALA would be important as: (1) Eclipse must stay current/relevant to its core developers; (2) Eclipse needs to be seen as innovative and open to new ideas. Mike noted that there is also a company that would like to bring a project to Eclipse that is essentially an industry model expressed in UML. A Board member indicated that this was a subject worthy of additional discussion.
Mike Milinkovich asked if there were any other topics that Board members would like to raise. A Board member asked whether Mike wished to discuss the Java Development Tools Project (JDT) and their dwindling resources. Mike commented that for many people the JDT Project is Eclipse. It is a very mature Project and the level of investment in the Project has been declining. While there are features that the community would like to see added to JDT, very little is happening. Mike indicated that he had a proposal for a project that would involve a community lead taking JDT and doing interesting things like it much the same as the approach taken with e4 but that those discussions were still in the early stages.
Executive Director Succession Planning
Chris Larocque presented a succession plan template. A Board member indicated that he would like to see more details on the proposal and suggested that perhaps it be discussed in greater detail at the next Board meeting.
Mike Milinkovich declared the meeting adjourned at approximately 2:47 Eastern Time.
* * * * *
This being a true and accurate record of the proceedings of this Meeting of the Board of Directors held on December 9th and 10th, 2009, is attested to and signed by me below.
/s/ Janet Campbell
Secretary of Meeting
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