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 Mountain time at the Marriott Denver at Cherry Creek in Denver Colorado on June 18 and 19th, 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 March and May Board meetings and asked for any corrections and/or comments. The following resolution was unanimously passed:
RESOLVED, there was unanimous consent to approve the Abridged Minutes for the March 2008 Board meeting and the full and abridged version of the May Board Meeting, attached hereto as Exhibit A.
Mike Milinkovich introduced the Charter for the Strategy Committee and asked if there were any questions or comments. The following resolution was unanimously passed:
RESOLVED, there was unanimous consent to approve the Strategy Committee Charter, attached hereto as Exhibit B.
Mike Milinkovich moved that Ricco Deutscher be appointed Chair of the Strategy Committee. The following resolution was unanimously approved.
RESOLVED, Ricco Deutscher is appointed Chair of the Strategy Committee.
Mike Milinkovich reported (the related materials for which are attached to these minutes as Exhibit C) that Strategic Member sponsorship for Eclipse Summit Europe was down and encouraged all Strategic Members to sponsor the event and attend. Mike further indicated that for those in the embedded world that they would find a strong contingent from the embedded community there.
Amendments to Bylaws and Membership Agreement
Mike Milinkovich provided an overview of proposed changes to the Bylaws and Membership Agreement, the related material for which is attached hereto as Exhibit E. Mike Milinkovich further advised that the Foundation is also actively looking at setting up working groups in a variety of industry verticals with the expectation that these working groups would be led by either Strategic or Enterprise Members and funded by the Member companies involved.
Mike indicated that there were two resolutions to be discussed in relation to the changes to the Bylaws and Membership Agreement. The first is to approve the changes to the Add-In Provider dues, the related material for which is attached hereto as Exhibit F. The second is to approve the amendments to the Bylaws and Membership Agreement and turn the matter over to the Membership-at-large to vote, the related material for which is attached hereto as Exhibit G.1 and Exhibit G.2. Following a discussion, the following resolution was approved:
RESOLVED, there was unanimous consent to approve the proposed changes to the Add-In Provider dues provided for in Exhibit C to the Membership Agreement, the related materials for which are attached to these minutes as Exhibit F.
Mike Milinkovich introduced the proposed amendments to the Bylaws and Membership Agreement, thanking the Board Members for their comments, many of which had been incorporated into the revised draft. A concern was raised that Enterprise Members may not gain representation on the Board given the structure of elected Board Member representation. Mike Milinkovich replied that the EMO had considered this possibility but felt that given that historically the Add-In Provider Representatives election has been by acclamation or excluded only one of the potential candidate’s running, it was unlikely to be a problem. Further, it was felt that Enterprise Members were more likely to have brand recognition and therefore would face less of a challenge on this front. Following the discussion, the following resolution was approved:
IP Advisory Committee
RESOLVED, there was unanimous consent to appoint Steve Saunders to the IP Advisory Committee.
Mike Milinkovich introduced a discussion on the roadmap process and related concerns. A copy of the related slides is attached as Exhibit J hereto. Mike began by reminding Board Members that the Bylaws require that the Eclipse Foundation annually produce an overview document. The Board had previously concluded that it would be useful that the projects create a standardized plan to give the ecosystem an indication of where Eclipse was heading. The EMO created a standardized format to support this effort. The Projects have not reacted favorably to the Board’s request and only 4 out of 115 Projects have complied. The Eclipse Foundation is not inclined to take drastic measures in the event that the Projects do not comply and are seeking guidance from the Board on how best to proceed.
Some Board Members indicated that they felt that what was being requested of the Projects and why was being poorly communicated and further that the tools to support the effort were difficult to find. Others felt that if the relevant PMC was not driving this initiative, then the PMC itself was broken. The prevailing view was that the EMO should strongly push this issue and that the Planning Council and PMCs should be involved in the effort. It was decided that the new timetable should be that the Projects would have to get their Project Plan to their PMC by the end of September, that the Planning Council would hold a session to solidify the roadmap in November, and that there would be plenary session with the Board and Councils at the December Board meeting. In addition, it was felt that there should be a way to highlight when it is believed that a PMC is not doing their job and corrective action taken if need be (i.e. removing the relevant PMC Lead).
TPTP PMC Report
BIRT PMC Report
Paul Clenahan provided a report to the Board of Directors on behalf of the BIRT PMC, a copy of the related presentation is attached hereto as Exhibit L. Following the presentation Paul was asked what makes Actuate invest 45 resources in Eclipse. Paul replied that the higher the number of people involved in the Project, the greater the profile, and the greater the install base to sell products and services into.
Standardizing eRCP at the OSGi Alliance (at the request of the DSDP PMC)
Jeff McAffer outlined a proposal to have eRCP standardized at the OSGi Alliance, the related presentation for which is attached hereto as Exhibit M. Jeff indicated that it was important to note that Eclipse is retrospecting in pursuing this path. eRCP was developed at Eclipse. The intention is for eRCP to work with OSGi to spec what has already been implemented. Concerns were raised that there may be pressure on the related Eclipse Project(s) to change their code to reflect OSGi’s interests and it was felt that this concern should formally be addressed with OSGi. Following the discussion, the following resolution was passed:
RESOLVED, the Board unanimously approved that the eRCP Project may standardize it’s APIs using OSGI mobile expert group, subject to the resolution of the governance of the interaction such that the future evolution of Eclipse Technology is not impeded and the Eclipse Foundation is ensured continuous access to all relevant TCKs at no cost.
Ricco Deutscher introduced a Strategy Discussion, the related presentation materials for which are attached as Exhibit N hereto, updated to reflect the discussion at the Board Meeting. Ricco provided an outline of the intended approach to develop the Eclipse Foundation’s strategy together with a draft of Eclipse’s strengths, weaknesses, opportunities and threats (SWOT) for discussion by the Board. Ricco indicted that the intention was to revisit the strategy for the Eclipse Foundation annually.
Add-In Provider Issues
Todd Williams expressed concerns regarding the Packaging Project’s recent announcement which appears to propose the creation of a server based provisioning system which is being built separate from Eclipse. It further appeared to Todd that the Eclipse Foundation intended to take delivery of the Project once developed. Todd expressed concern that this appeared to be out of scope of the Project’s Charter. Upon further discussion, it was determined that raising this matter at the Board level was premature and that this was best discussed by the parties involved at this point in time.
Localization of Bugzilla
Doug Gaff expressed an interest in having a Japanese localized version of the Bugzilla UI available. Concerns were expressed about the Eclipse Foundation’s resource constraints to deal with Bugzilla localization and the likelihood that Bugzilla UI’s in other languages were likely to be requested in the event we were to do so for Japanese. In addition, the concern was raised that with a localized UI discussion would more likely ensue in that native language which could reduce the “openness” to the community as a whole. Further, the localized UI may increase the likelihood that IP submissions would be received in a different language which would be a concern from an IP review standpoint. Mike Milinkovich indicated that the EMO would take the proposal under consideration.
Jeff McAffer indicted that there was a growing need for Projects to work very closely with non-Eclipse projects and consume their code on a frequent and sometimes on-going basis and that currently; the IP Policy restricted the Project’s ability to do so, the related presentation materials for which are attached as Exhibit O hereto. Following discussion, the following resolution was passed.
RESOLVED, the board requests that when the IP Advisory Committee returns to the Board with a revised version of the IP Policy, that the Committee specifically report whether the Committee believes that they have addressed the situation where one Eclipse Project is working closely with a non-Eclipse project and needs to bring in frequent code updates of that non-Eclipse project’s code into the Eclipse code base.
Enforcement of Board Mandated Requirements
Ed Merks indicated that the Board often passes resolutions in support of rules for the Projects that the EMO must later implement in the face of both non-compliance and opposition and questioned whether this type of enforcement is something that the Board wants the EMO to focus their efforts on. One such resolution is the December 14, 2006 resolution concerning Project’s website content. Following discussion, the following were agreed upon:
1) Having the EMO proactively search out non-compliant Projects and enforcing compliance is not a useful exercise.
2) Having Projects comply with these guidelines should be the responsibility of the PMCs. The EMO needs to make it abundantly clear to the PMCs that it is their responsibility to ensure that all the Projects under their control comply.
3) The EMO took the action to: (a) highlight non-compliant Projects; (b) add compliance with Board approved Policies to all of the review checklists (other than creation review). You will not pass the review unless you comply (i.e. Graduation, Continuation, and Release reviews),
4) The Board reminded the EMO of its responsibility to terminate non-compliant PMC Leads and members.
In addition, the need for greater Project education was recognized. The Planning Council was highlighted as one such place where this could take place.
Dual-licensing Embedded Runtime Components
Doug Gaff introduced the proposal to dual license the RTSC and TCF agents under the Eclipse Public License (“EPL”) and Eclipse Distribution License (“EDL”) which is based on the BSD template. The related presentation material is attached hereto as Exhibit P. The Board recognized the importance of enabling these technologies and maintaining the technology at Eclipse and felt that the dual licensing of these components was appropriate in this case. Accordingly, the following resolution was passed:
RESOLVED, there was unanimous consent to approve the dual licensing of the RTSC and TCF agents under the Eclipse Public License (“EPL”) and Eclipse Distribution License (“EDL”) which is based on the BSD template.
Ricco Deutscher re-introduced the strategy discussion, the related material for which is attached as Exhibit Q hereto. In discussing the Eclipse Foundation’s Mission, it was felt that the Mission was adequately outlined in the “Purposes” Section of the Eclipse Bylaws (Section 1.1). Ricco asserted that the Eclipse vision does not appear to exist today and that this was a necessary component in order to develop a strategy. In discussing Eclipse’s vision, Mike Milinkovich indicated that he thought that the “secret sauce” at Eclipse had nothing to do with technology. Rather, Mike felt that the “secret sauce” is that Eclipse has created the best platform in the world for doing industry collaborative development in that Eclipse is the place where many people and companies come together to collaborate on industry platforms, whatever that might be.
The Board of Directors then divided into groups to discuss Eclipse’s strengths, weaknesses, opportunities, and threats (“SWOT”) that had been discussed the previous day. Each group was to come back with proposals to address the points identified.
Mike Milinkovich declared the meeting adjourned at approximately 2:40 Mountain 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 June 18 and 19th, 2008, is attested to and signed by me below.
/s/ Janet Campbell
Secretary of Meeting