A Meeting of the Board of Directors (the “Board”) of Eclipse.org Foundation, Inc., a Delaware corporation (the “Corporation”), was held on March 23, 2008 as a regularly scheduled face to face meeting in the Great America Meeting Room #3, in the Santa Clara Convention Centre, Santa Clara, California.
Present on the teleconference were the following Directors:
Also present at the invitation of the Board were the following newly elected Committer and Solution Member representatives whose term will begin at the next Board Meeting:
Present at the invitation of the Board was Mike Milinkovich, Executive Director, Janet Campbell, Secretary of Eclipse.org Foundation, Inc., and Chris Larocque, Treasurer to the Foundation.
Mike Milinkovich indicated that he intended to give the departing Board Members in attendance the opportunity to address the Board in the afternoon. However, as Jeff McAffer was unable to attend the full meeting, Jeff was given the opportunity to address the Board at the beginning of the meeting. Jeff McAffer took the opportunity to thank everyone, indicating that he had been a Board Member for a number of years and had found it to be a very good experience. He encouraged the Board to focus on the mission of the Eclipse Foundation, suggesting that before each Board Meeting, Board Members read the preamble of the Bylaws. He further suggested that the Board focus on the Eclipse Foundation strategy rather than technology and at the Meta level more generally.
Mike Milinkovich introduced the topic of the February 2009 Board minutes. Mike asked if any Board Members had any questions regarding the minutes. No questions being raised, the following resolution was passed:
RESOLVED, the Board unanimously approves the abridged and full versions of the February 16, 2009 Board Meeting.
Update on the CPL
Mike Milinkovich provided an update on the CPL. Mike advised that IBM has transferred the Agreement Stewardship of the CPL to the Eclipse Foundation and that IBM, the Eclipse Foundation and the OSI were now workings together to have the EPL 1.0 supersede the CPL.
Key Performance Indicators
Mike Milinkovich reviewed the Eclipse Foundation’s Key Performance Indicators (“KPI”s. Mike highlighted a format change that added a summary to the beginning of the KPIs where Mike would provide his personal assessment (green, orange, red) on the Eclipse Foundation’s progress towards its key goals. Doug Gaff raised the possibility of sharing some of this information publicly. Mike and Doug agreed to work together to create a public version of this document that could be shared with the community and report back at the next Board meeting.
EclipseCon 2009 Update
Bjorn Freeman-Benson provided an update on EclipseCon 2009. Bjorn reported that the total number of people attending EclipseCon was expected to be approximately 40% less than last year. While some of this was the result of the current economic climate, Bjorn felt that the reduced attendance was a natural evolution for a conference of this nature. Bjorn also reported that Cisco had generously donated in excess of $100K in hardware for our IT infrastructure. Mike Milinkovich congratulated Bjorn on a job well done. The Board observed that EclipseCon has just got better and better year after year, largely due to Bjorn’s efforts and unanimously passed the following resolution:
RESOLVED, that the Board would like to recognize Bjorn Freeman-Benson’s contribution both from a professional and personal perspective towards the continued success of EclipseCon.
Committer and Sustaining Member Issues
Mike Milinkovich asked if the Committer or Sustaining Representatives had any issues that they wish to raise with the Board. Doug Gaff provided an update of the recent STAC meeting. In particular, Doug highlighted a proposal to discontinue the use of either CVS or SVN and deploy GIT. The Committer Representatives indicated that they needed to ascertain whether the community would support discontinuing either CVS or SVN and whether some of the larger projects would be willing to move to GIT. The Committer Representatives observed that they believed some of the reluctance on the part of the Eclipse Foundation to deploy GIT may be due to the fact that SVN was deployed with some effort on the part of the Eclipse Foundation staff and was not widely adopted. Mike Milinkovich indicated that there was also the legal concern as to whether deleting material from GIT would be possible if the Foundation identified material that needed to be removed from Foundation servers. Mike further indicated that creating additional barriers to entry was also a concern in that the Foundation was already finding some people expressing concerns about the number of technologies that Committers need to understand in order to participate in an Eclipse project. Mik Kersten further observed that if the tooling didn’t exist to support GIT then deploying GIT alone would not be enough in any event.
Chris Larocque provided a financial and membership update for the Eclipse Foundation. Chris detailed the steps the Foundation has taken to reduce its budgetary spend in light of a reduction in Member revenue. The Board was pleased with the efforts that the Foundation had taken. Mike Milinkovich added that while the Foundation had taken immediate steps to address this issue, a more formal recognition of these changes would be forthcoming once the Q1 financial results were in and the Finance Committee had reviewed the revised budget. A discussion with respect to declining membership ensued. Mike Milinkovich indicated that he believed that the Working Group model that the Foundation was pursuing would help to drive an increase in membership.
2009 Election Results
Mike Milinkovich provided an overview of the recent Membership election results, the related material for which is attached as Exhibit G. In the 2009 election only 22 of 122 Member Companies and 122 out of 900 Committers voted in the Election. Of the 22 Member Companies that voted 14 were from Europe. The newly elected Board Representatives are as follows:
Committer Member Representatives
Sustaining Member Representatives
Mike thanked the departing Board Members for their service and gave them an opportunity to address the Board. Mike Kersten indicated that he had been involved in the Eclipse ecosystem from the beginning and indicated that being on the Board of Directors was a great experience. He indicated further that he planned to continue to be heavily involved in the Eclipse ecosystem. Emma McGratten thanked the Board and indicated that it had been an honour to serve on the Board. Robert Day thanked the Board and indicated that it had been a very enlightening year watching the Eclipse Foundation change. He further indicated that in the embedded world, it is a smaller world but that Eclipse was becoming the defacto standard. Robert wished the Board the best in the coming year.
John Hagel, Deloitte Center for Edge Innovation provided a presentation focused on what was needed to succeed in today’s economic climate. John indicated that companies needed to be more adaptive in this economic climate. He further indicated that in times of rapid change there are more degrees of freedom to shape an industry. Shaping an industry involved mobilizing a large ecosystem of players to invest behind a strategy by magnifying perception of reward and discounting perception of risk. He further indicated that the Deloitte Center for Edge Innovation had conducted a historic review of companies that had successfully shaped markets or industries and had found that there were three elements that came together in the examples they had studied:
(1) A shaping view – the company articulated a view of their industry that went out 10 or 20 years at a very high level and they were able to identify an opportunity for many people to reap rewards, not just the shaper. Further they strongly articulated that vision.
(2) A shaping platform – the company identified a platform that would fundamentally change the economics of the industry, reducing the investment to play and accelerating the rewards of investment.
(3) A set of broadly defined shaping acts and assets that helped overcome the natural concerns.
Automotive Working Group Update
Ralph Mueller provided an update on the Automotive Working Group, the related presentation for which is attached as Exhibit H.
Mike Milinkovich provided a marketing update.
Chris Larocque provided an operations update.
Mike Milinkovich declared the meeting adjourned at approximately 1:43 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 March 23, 2009, is attested to and signed by me below.
/s/ Janet Campbell
Secretary of Meeting