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 Eastern time at the Hotel Marlowe, Cambridge, Massachusetts on September 16, 2009 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.
Management Reports and Key Performance Indicators (KPIs): Mike Milinkovich presented an update on: (a) Eclipse Summit Europe 2009 (Exhibit A); (b) Marketing (Exhibit B); Membership (Exhibit C); and the Projects (Exhibit D). With respect to the Projects Mike Milinkovich advised that the Eclipse Foundation will begin requiring Projects to submit a Project Plan as part of any Project Review (other than a Creation or Termination Review There was general consensus that this was an appropriate request of the projects.
Mike added that he felt that the roadmap document would be more useful if it was focused on the following year’s release train; it would indicate to the ecosystem in December what could be expected in the release train in June. Mike asked for the feedback on the Board on this approach. There was general agreement to have the Roadmap in January or February following the regular release train cadence.
Minutes: There was unanimous consent to approve the following resolution:
RESOLVED, that there was unanimous consent to approve the full and abridged minutes of the August 19, 2009 Board Meeting, attached hereto as Exhibit H. Michael Bechauf and Doug Gaff abstained from the vote as they had not attended the meeting.
Committee Appointments: Mike Milinkovich advised the Board that he wished to appoint Hans Kamutzki to the Finance Committee and indicated that we would be conducting an electronic vote of the Board to pursue ratification of the appointment.
Ideas on Future Due Structure Modifications: Mike Milinkovich presented some ideas for future dues structure modifications. Following discussion, Mike Milinkovich concluded that if the Eclipse Foundation was to adjust membership dues, it would need to do it as part of a cohesive strategy that took into consideration exit barriers.
JGit Discussion: Mike Milinkovich introduced the topic of JGit licensing and specifically the desire of JGit to be hosted at Eclipse under the terms of the Eclipse Distribution License (EDL), the supporting material for which is attached as Exhibit J. Mike proposed that JGit become a subproject of EGit and further indicated that in order to be successful, such a move must be supported by a unanimous vote of the Board. Following the discussion, the following resolution was unanimously passed:
RESOLVED, there was unanimous consent to have JGit hosted at Eclipse under the terms of the Eclipse Distribution License alone.
2009 Year to Date Results and Forecast:
Chris Larocque provided an update on the 2009 year to date results and forecast.Mike indicated that the expectation is that the budget for next year be break even. This would be discussed further at the December Board meeting.
Mike Milinkovich introduced the topic of the Eclipse AppStore, the related presentation material for which is attached as Exhibit L. The Board generally agreed with the recommendations of the Eclipse Foundation, which was to develop a client application for the new Eclipse Marketplace and include it in package downloads. This client application would not allow people to buy things directly but would refer individuals to vendor (member) sites. Based on the success of this approach, the Eclipse Foundation could later consider whether to add a commerce component.
Strategy and Program Plan:
Mike Milinkovich reviewed the Strategy and Program Plan.
There being no additional business to attend to, Mike Milinkovich thanked all Board Members and declared the meeting adjourned at approximately 3:44 Eastern 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 September 16th, 2009, is attested to and signed by me below.
/s/ Janet Campbell
Secretary of Meeting