A Meeting of the Board of Directors (the “Board”) of Eclipse.org Foundation, Inc., a Delaware corporation (the “Corporation”), was held on held at 9:00am CEST time at the InterContinental Berlin Hotel in Berlin, Germany on June 17 and 18th, 2009 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 2009 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 2009 Board Meeting.
Mike Milinkovich introduced the most recent proposed changes to the Eclipse Trademark Guidelines, attached hereto as Exhibit B and asked if there were any questions or comments. The following resolution was unanimously passed:
RESOLVED, there was unanimous consent to approve the updated Trademark Guidelines.
Mike Milinkovich introduced the topic of the possibility of the JGit Project moving over to Eclipse and being maintained at Eclipse under the terms of the EDL alone. Mike indicated that having JGit at Eclipse would be very positive for the Eclipse community. Mike further added that this would be the first time that a Project would be hosted at Eclipse solely under a license other than the EPL. All previous instances of Project’s adopting a license other than the EPL, involved dual-licensing in conjunction with the EPL. Solely licensing this Project under the EDL would be unique at Eclipse and increase the risk that a committer may inadvertently re-license code when consuming code into an EPL Project.
It was proposed that if we were to consider such a proposal we would need to develop criteria to use to determine when we would allow for such a case. The Board discussed the possibility of such criteria including the sponsor of the project, size of the community, and the strategic importance to Eclipse. The Board decided to ask that the Committer representatives and Janet Campbell engage the JGit Project in additional discussions to see if dual licensing the project under the EPL and EDL would be feasible as there appeared to be little adverse impact to the JGit Project of doing so. In addition, the dual-licensing would be consistent with all other cases at Eclipse where a license other than the EPL has been used for a Project and reduce the risk of inadvertent re-licensing of EDL code at Eclipse.
Mike Milinkovich introduced the topic of the re-distribution of LGPL code at Eclipse. There have been a number of projects that have expressed an interest in distributing LGPL code at Eclipse. Currently the Eclipse Foundation does not permit it. The Foundation allows projects to use LGPL code as a works-with dependency, but not as a non-exempt pre-req (See the Board approved Guidelines for the Review of Third Party Dependencies for definitions of these terms). There was an exchange of views on the merits of allowing the LGPL-licensed artifacts in Eclipse projects.Mike Milinkovich summarized the discussion indicating that there was no consensus to change the status quo at this point in time.
Doug Gaff indicated that the Committer Community would still like to see GIT supported. Mike Milinkovich indicated that eclipse.org currently provides a choice between CVS and Subversion as the source code repository. Mike indicated if we were to add support for GIT, the Foundation would like to discontinue support for CVS or Subversion, adding that it is not only a resource issue but a barrier to entry if people need to have to deal with potentially three different source code repositories. Dennis Leung asked Doug which two he thought the community would choose and Doug responded with CVS and GIT. Boris Bokowski indicated that Apache mirrors whatever is in Subversion and indicated that this would provide value and help make a case for GIT. Mike Milinkovich commented that this was a good idea and said he would open a bug to initiate that discussion. Mike asked if e4 would consider moving over to GIT if it was one of the supported source code repositories and Boris indicated that he thought they would consider it.
Sustaining Member Issues
Hans Kamutzki presented the results of the Eclipse Sustaining Member Survey attached hereto as Exhibit C. Within the results it was apparent that European members would like the EPL to be more accepted in Europe’s public sector. Mike Milinkovich asked the European members for their assistance in accomplishing this goal.
Galileo Release Train Update:
Mike Milinkovich provided an update on the Galileo release train, the related slides for which are attached as Exhibit D.
Collecting and Reporting Download Statistics:
Mike Milinkovich introduced the topic of collecting and reporting download statistics, which was raised in an email to the Board mailing list June 4, 2009. Mike indicated that almost nine months ago he had indicated that it was unacceptable to ship P2 without statistics. Mike indicated that at that time he should have changed the severity to blocking to escalate the problem immediately.
Industry Working Groups
Jochen Krause presented an update on the German insurance industry’s work to establish the Prometheus Foundation, the related slides for which are attached as Exhibit F. Jochen indicated that the feedback that they are receiving is that OSGi and Eclipse are the right technologies. There is a high level of awareness of both technologies and an interest in using them. In the insurance industry, Eclipse is perceived as the right platform for applications. In the event that Prometheus were to become a member, we would need to look at our existing membership structure and see what, if any changes are needed to address the needs of a consortium such as this. Mike Milinkovich indicated that perhaps the most effective way to address the needs of such a Member is to enable this through the Strategic Consumer class of membership.
Ricco Deutscher provided an overview of the Eclipse SOA Initiative, a copy of the related presentation for which is attached as Exhibit G. Mike Milinkovich further indicated that he had a draft revision to the SOA Charter that he would be sending out for everyone’s review.
Review of Strategy Process
Ricco Deutscher introduced the strategy session, the related slides for which are attached as Exhibit H. The Board discussed the vision for the Eclipse Foundation and concluded that the vision should be revisited to be both more detailed while retaining a degree of openness.
In discussing the strategic goals of the Eclipse Foundation, the Board indicated that diversity on e4 was of strategic importance to the Eclipse Foundation. In addition, it was important to continue to grow a diversified revenue model. As a result of the discussion, these two concepts were introduced into the Strategic Goals of the Foundation. In addition, it was suggested that the Eclipse Foundation may want to consider the possibility of re-branding from a strategy standpoint.
The Board then divided into groups of four to brainstorm on each of the four elements of the SWOT (Strengths, Weaknesses, Opportunities, and Threats).
Mike Milinkovich introduced the management reports. Mike encouraged all Board members to support Eclipse Summit Europe by sending people, encouraging their customers to attend and sponsoring the event. Chris Larocque presented an Operations update. Mike reiterated that the financial downturn has impacted the Eclipse Foundation and will continue to do so. The management team is actively monitoring the situation and looking at scenarios. The budget that will be brought to the Board in Q4 will be realistic based on the information that we have at the time.
Results of Eclipse Community Survey
Mike Milinkovich introduced the results of the Community Survey, the related presentation material for which is attached as Exhibit L. The results were generally quite favourable as was the related press.
The meeting was adjourned to reconvene Thursday June 18, 2009 at 9:00 am CEST time.
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Thursday June 18, 2009
Strategy Discussions – Phase 1 – Brainstorming
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 reviewed the EMO’s SWOT (Strengths, Weaknesses, Opportunities, and Threats) analysis with the Board.
Strategy Discussions – Phase 2 – Refining our Strategy Concepts
The initiatives that were suggested as a result of these discussions were amalgamated and each Board member was given $20 figurative dollars to “vote” on the initiatives that they thought were those that the Eclipse Foundation should pursue. Doug Gaff proposed, and the following motion was passed unanimously (Dennis Leung abstaining):
RESOLVED, that the Eclipse Foundation implement an App Store on top of Eclipse Plug-in Central. At the Foundation’s discretion, member companies may assist in the creation of the store, but the Foundation will receive the revenue from the fees associated with selling directly from the store. This initiative should be viewed as an ecosystem-enabling activity and an additional source of incremental revenue for the Foundation.
The Board discussed the value of having a donate button on the download page and within the distribution. It was felt that there was insufficient time to include it in the distribution for Galileo, but there was general agreement that a donate button the download page was worthwhile.
Mike Milinkovich indicated that at the next Board meeting in September he would come back for a proposal on what the Eclipse Foundation would like to do in 2010 with respect to an App Store, together with a proposed budget allocation.
Mike Milinkovich declared the meeting adjourned at approximately 3:05 Berlin 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 17 and 18th, 2009, is attested to and signed by me below.
/s/ Janet Campbell
Secretary of Meeting