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 EST time at the IBM Software Executive Briefing Centre in Research Triangle Park, North Carolina on June 16 and 17th, 2010 as a regularly scheduled quarterly face-to-face meeting.
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 May 2010 Board meeting, attached hereto as Exhibit A and asked for any corrections and/or comments. The following resolution was unanimously passed:
RESOLVED, there was unanimous consent to approve full and abridged version of the minutes of the May 2010 Board Meeting.
Mike Milinkovich drew the Board’s attention to the 2010 Q2 Eclipse Foundation Topics and Issues Report
Chris Larocque reviewed the Eclipse Foundation’s financial forecasts for 2009, including the variances from the original 2010 budget. Chris indicated that the Eclipse Foundation was expecting to be ahead of budget at the end of 2010.
Chris Aniszczyk provided an overview of the Friends of Eclipse program, the related slides for which are attached as Exhibit D. Chris indicated that the community felt that it was a good program. Committers would however, like to see increased transparency on where the money is being spent. The Committer representatives proposed that the program be expanded to allow members of the community to offer proposals on the use of the money. Boris Bokowski commented that he felt that the increased transparency would make it more appealing for people to donate. Mike Milinkovich indicated that supporting such an extension would result in a lot of overhead for the $30K that is currently generated by the program. Paul Lipton suggested that if the program grows to generate significantly more revenue, such as $100K, that the suggestion be revisited. It was further discussed that the Bylaws restrict the ability of the Eclipse Foundation to fund travel and similar expenses for Members and their employees and contractors. The following resolution was unanimously passed:
RESOLVED, the EMO is instructed to expand the Friends of Eclipse program to: provide greater community transparency regarding the allocation of funds, consistent with the Bylaws; and (b) consider greater inducements for larger donations. All donations will be used for the benefit of the entire committer and contributor community. The EMO will create a governance process for transparently allocating the Friends of Eclipse funds.
Long Term Support Program
Mike Milinkovich presented a proposal for a long term support program, the related slides for which are attached as Exhibit G. Chris Aniszczyk indicated that he didn’t like the SCM behind the firewall. Mike Milinkovich commented that it was easier to have the SCM begin behind the firewall then move outside; it would be difficult to have it move the other way. Mike Milinkovich asked the Board if this initiative was something that the Board felt the EMO should spend additional time investigating. There was a general consensus that it was. Mitch Sonies commented that he thought the proposal had a lot of potential and congratulated those involved in the initiative. Mike Milinkovich indicated that Karsten Schmidt from SAP and Jochen Krause played a significant role in pulling the proposed program together. Mike further pointed out that as Eclipse gets more involved in runtimes, he would expect the need for this kind of program to grow. The following resolution was passed unanimously, one Board member abstaining from the vote:
RESOLVED, the Board directs the EMO to create a Long Term Support Program for the Eclipse Foundation and its members based in material respects on the information presented to the Board.
Review of Strategy Process
Ricco Deutscher introduced the strategy session. The Board discussed the strategic goals for the Eclipse Foundation for 2011.
The Board then divided into groups of four to brainstorm on each of the four elements of the SWOT (Strengths, Weaknesses, Opportunities, and Threats).
The meeting was adjourned to reconvene Thursday June 17, 2010 at 8:30am EST time.
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Thursday June 17, 2010
Mike Milinkovich introduced a Board review of the output from the SWOT (Strengths, Weaknesses, Opportunities, and Threats) group discussions from the previous day.
Mike Milinkovich introduced the management reports, attached hereto as Exhibit I.1 (Marketing), Exhibit I.2 (Membership), and Exhibit I.3 (EclipseCon and Eclipse Summit Europe). Mike encouraged all Board members to: (a) attend the virtual conference being organized by the Foundation; and (b) support Eclipse Summit Europe by sending people and sponsoring the event. Mike also highlighted the fact that we now have the ability to track download statistics for Projects and that Projects would need to configure their metadata to enable tracking. The presentation material related to this functionality is attached as Exhibit J.
Mik Kersten presented a proposal to have Mylyn become a top level Project, the related presentation materials for which are attached as Exhibit K. A Director expressed concern that the name was not descriptive and was tightly associated with Tasktop. There was general agreement to create the Project, provided the naming issue is resolved.
Helios Release Train and Project Update
Mike Milinkovich reported on the status of the Helios annual release train, attached hereto as Exhibit L. He indicated that preparations for the release train were well in hand. There was a suggestion that the Foundation track the number of contributions to the release train from non-Committers. Mike indicated that he would follow up on this suggestion. Mike asked Boris Bokowski about the Eclipse Projects intentions to move to Git. Boris indicated that it really depended on EGit and that right now EGit had holes in needed areas. When those holes are filled, it was likely the Eclipse Project would move. Mike Milinkovich also indicated that post-Helios the Foundation would stop all new Projects from choosing to use CVS.
Program Plan Ideas
The Board divided into four groups to discuss possible Program Plan ideas in relation to each of the SWOT (Strengths, Weaknesses, Opportunities, and Threats) components.
Mike Milinkovich declared the meeting adjourned at approximately 2:00pm ET.
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This being a true and accurate record of the proceedings of this Meeting of the Board of Directors held on June 16 and 17th, 2010, is attested to and signed by me below.
/s/ Janet Campbell
Secretary of Meeting