Eclipse Foundation Meeting Minutes

March 5, 2007

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A Meeting of the Board of Directors (the “Board”) of Eclipse.org Foundation, Inc., a Delaware corporation (the “Corporation”), was held on held on March 5, 2007 at the Santa Clara Convention Center, Santa Clara, California. This meeting was held as a regularly scheduled quarterly face-to-face meeting.

Present at the meeting on March 5, 2007 were the following Directors:

Tim Barnes

OpenMethods

Rich Bartlett

Nokia

Michael Bechauf

SAP AG

Ed Cobb

BEA

Mark Coggins

Actuate

Brian Roberts for Paul Czarnik

Compuware

Philip Dodds for Winston Damarillo

Simula Labs

Richard Gronback

Borland

Andi Gutmans

Zend

Jochen Krause

Elected add-in provider representative

Dennis Leung

Oracle

Howard H. Lewis

Elected add-in provider representative

Jeff McAffer

Elected committer representative

Kai-Uwe Maetzel

Elected committer representative

Eric Newcomer

Iona

Brian Carroll for John Scumniotales

Serena

Steve Saunders

Wind River

Mitch Sonies

Cloudsmith

Mike Taylor

Elected add-in provider representative

Dave Thomson

IBM

Todd Williams

Elected add-in provider representative

Dino Brusco for Christy Wyatt

Motorola

Present at the invitation of the Board was Mike Milinkovich, Executive Director and Janet Campbell, Secretary of Eclipse.org Foundation, Inc., and Chris Larocque, Director of Operations.

In addition, at the invitation of the board, the following newly elected board representatives were in attendance:

Darrin Swanson (elected committer representative)
Ed Merks (elected committer representative)
Konstantin Komissarchik (elected committer representative)

Quorum was achieved at approximately 8:00am local time and the meeting commenced.

New Strategic Members

  1. Cloudsmith has joined as a Strategic Developer and has appointed Mitch Sonies as its Board representative.

  2. Innoopract has changed its membership from an Add-In Provider to Strategic Developer and has appointed Jochen Krause as its Board representative.

  3. Oracle has changed its membership from an Add-In Provider to Strategic Developer and has appointed Dennis Leung as its Board representative. Dennis Leung provided a brief overview of Oracle’s plans for its participation in Eclipse.

Outgoing Board Members

This was the last meeting for Kai-Uwe Maetzel and Scott Lewis, as they decided not to run for re-election as committer representatives. They were each given an opportunity to provide some parting comments to the Board.

Newly Elected Board Members

Each newly elected Board member in attendance was given an opportunity to introduce themselves and discuss their objectives for their term.

Add-In Provider

The Add-In Provider representatives were provided an opportunity to raise issues of import to their community.

Issue #1: IBM Jazz Initiative

The topic of the IBM Jazz initiative was discussed. In particular, the concern for the Add-In Provider members is that it is concerning that there is some talk in the media about Jazz being competitive to Eclipse. No one questions IBMs right to pursue their business strategy, but if this represents a lessening of support in Eclipse, then it would be good to know because it could have an impact on the ecosystem.

Dave Thomson, the board representative for IBM addressed the concerns, by pointing out that there have been some inaccuracies in the press. Jazz is the next generation platform for Rational, where the integration point is the lifecycle, not the desktop. It is a commercial effort. It is not an open source initiative and it isn’t an open source license. Jazz is built on Eclipse, not intended to compete with it, and IBM will work with the Eclipse Foundation to ensure that message is consistently portrayed.

Issue #2: Establishing the Infrastructure Customization Working Group

There have been instances where various Eclipse projects have been interested in using commercial software tools for their development. The current policy is that the infrastructure used for Eclipse projects is open source and supported by the EMO. Maintaining a fairly homogenous infrastructure allows for economies of scale, and simplifies the learning required by committers, contributors, adopters and users when interacting with Eclipse projects. However, since the core Jazz frameworks are not sufficient to completely host development, there would be a requirement that a mix of open-source and commercially-licensed infrastructure be running on Eclipse servers in order to host Jazz-based projects at Eclipse.

The real issue for the Board is providing a level playing field.  If we are going to allow projects to use commercial tools and infrastructure in their development, we would have to allow everyone to do that.

RESOLVED, that there was unanimous consent to create a working group named “Managing Proposed Infrastructure Customization” with the following terms of reference:

The set of infrastructure available to developers is vast.  Bugzilla, CVS, MediaWiki, Jira, Confluence, Subversion, and an array of commercial projects and products such as Jazz.  Currently eclipse.org runs a particular subset of these.  Over time, various project and company communities may wish to use additional or different infrastructure.  The Foundation should develop a consistent approach to allowing and implementing this requirement should it arise.  This working group is charged with developing guidance for:

a)      maintaining a level playing field for all projects and members (committer and corporate).  For example, should one member be able to mandate the use of their (or other’s) infrastructure?

b)      ensuring access by all members of the community (maintaining a low barrier to entry and operating).  For example, would having a wide and varied set of infrastructure present an excessive barrier to the community who must learn and use each of the different tools to participate?

c)      managing infrastructure on a per project and community basis.  For example, should the foundation’s infrastructure team be expected to install, maintain and update many different facilities?

Participants: Saunders, Steve, Dave Thomson, Jeff McAffer, Brian Roberts, Howard Lewis, Michael Bechauf, Mike Taylor, Konstantin Komissarchik

Issue #3: Establishing the Cross-Project Resource Allocation Working Group

As a continuation of the previous conversation and the points raised by the outgoing committer representatives, the question was raised on how to increase diversity in the core platform project(s) and to increase investment in projects and activities for the common good of the Eclipse community. A number of different ideas were discussed, such as: imposing a headcount “tax” on strategic developers to force contributions to platform projects, and changing the membership agreement for future strategic members. There was no consensus on any of these ideas.

RESOLVED, that there was unanimous consent to create a working group named the Cross-Project Resource Allocation Working Group with the following terms of reference:

There are a number of requirements that cut across projects where focused efforts would benefit the broader community (e.g. translations and Europa release train engineer).  This working group will examine the need for cross-project resource allocation and examine the alternatives available to meet any needs identified (including the possible addition of a “tax” to support such efforts).

Participants:  Richard Gronback, Philip Dodds, Dave Thomson, Dino Brusco, Mitch Sonies, Brian Roberts, Ed Cobb, Tim Barnes, Denis Leung, Konstantin Komissarchik, Steve Saunders, Darrin Swanson, Eric Newcomer, and Mike Taylor.

Issue #4: Recognition of Skip McGaughey

Howard Lewis raised the point that Skip McGaughey is retiring from the Eclipse Foundation at the end of May. Skip has been involved with Eclipse since its inception: first on the staff of IBM as the original Chairman of the Eclipse Consortium, then on the staff of the Eclipse Foundation as Director, Ecosystem.

RESOLVED, that there was unanimous agreement by the Board of Directors to recognize the contributions of Skip McGaughey for his many contributions to the success of the Eclipse community.

Redmonk Presentation

James Governor of RedMonk provided a presentation to the Board attached hereto as Exhibit B.

Brent Williams Presentation

Independent equity analyst Brent Williams provided a presentation to the Board entitled “Delivering Material Shareholder Value with Eclipse and Open Source Software” attached hereto as Exhibit C.

Eclipse RCP Strategy

Ian Skerrett of the EMO provided an update to the Board on the Foundation’s RCP Strategy attached hereto as Exhibit D.

Adoption of Management Recommendations

There was unanimous consent to approve the following Resolutions:

RESOLVED, that pursuant to Section 5.1 of the Bylaws, the Board hereby creates the office of “Treasurer” of the Corporation and appoints Chris Larocque to said office.

RESOLVED, that there was unanimous consent to appoint Jess Garms and David Williams as co-leaders of the Web Tools Platform Project PMC.

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 2008 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.

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 2007 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.

RESOLVED, that there was unanimous consent to appoint Christy Wyatt and Rich Bartlett to the IP Advisory Committee.

RESOLVED, that there was unanimous consent to approve the 2007 Roadmap.

Other Business

EclipseCon 2007 Update.  Mike Milinkovich reviewed the current status of EclipseCon 2007. Another great conference is expected. 

The Key Performance Indicators, Marketing Update, Membership Update and Project Update were distributed previously to the Board. There was insufficient time to review the materials in the meeting. Those with questions or comments were invited to contact Mike Milinkovich.

            There being no additional business to tend to, Mike Milinkovich declared the meeting adjourned.