A Meeting of the Board of Directors (the “Board”) of Eclipse.org Foundation, Inc., a Delaware corporation (the “Corporation”), was held on held at 9:00 am CET on November 1, 2010 in Ludwigsburg, Germany co-located with Eclipse Summit Europe 2010.
Present at the meeting were the following Directors:
Present at the invitation of the Board was Mike Milinkovich, Executive Director, Chris Larocque, Treasurer and Janet Campbell, Secretary, of Eclipse.org Foundation, Inc.
Minutes: Mike Milinkovich introduced a discussion of the Minutes of the October 20, 2010 Board meeting, attached hereto as Exhibit B. There was unanimous consent to approve the following resolution:
RESOLVED, that there was unanimous consent to approve the full and abridged minutes of the October 20, 2010 Board Meeting.
November 17, 2010 Conference Call: Mike Milinkovich proposed that the Board conference call scheduled for November 17th be canceled in light of the fact that there were no items currently on the Agenda. There was unanimous consent to approve the following resolution:
RESOLVED, that there was unanimous consent to cancel the November 17, 2010 Board conference call.
2011 Board Meet Schedule: Mike Milinkovich introduced a discussion of whether the Board should meet face-to-face three or four times in 2011. Following discussion it was agreed that the Board would plan to meet face-to-face three times in 2011, but re-visit that decision at the March 2011 Board meeting and discuss whether a fourth meeting would be advisable.
TCK and Project COIN License:
Mike Milinkovich indicated that no progress had been made on these topics. He further indicated that he would be visiting Oracle headquarters in two weeks and expected to have some face to face meetings there that may give him an opportunity to move the topics forward.
Mike Milinkovich provided an update on Eclipse Summit Europe, the related slides for which are attached as Exhibit C. Mike indicated that the Eclipse Foundation expected to meet or exceed every numerical target for the conference. Following discussion, the Board unanimously approved the following resolution:
RESOLVED, the Eclipse Foundation Board would like to recognize the efforts of Anne Jacko and Ralph Mueller in creating what promises to be an excellent Eclipse Summit Europe.
Management Reports & Key Performance Indicators:
Mike Milinkovich provided a management update and also reviewed the Key Performance Indicators with the Board. Chris Larocque provided an Operations update. Chris indicated that while our membership renewal rates have been excellent, we have not seen the new members that we had hoped for. He further indicated that foreign exchange continues to be a significant factor from an expense standpoint. Chris advised the Board that he anticipated that the Eclipse Foundation would end the year with cash levels that had been budgeted for. Looking out to 2011 Chris advised that the current plan is to continue with the status quo. Chris provided an overview of alternative paths that have been considered in the event that the Eclipse Foundation’s financial status changes adversely. Mike Milinkovich indicated that most of the revenue issues relate to one of three areas: (1) foreign exchange; (2) the number of Strategic Members; and (3) new Membership pipeline. A Director questioned whether the Eclipse Foundation should call out aggressively companies who are building products based on Eclipse and are not Members of the Eclipse Foundation. The Board also discussed the possibility of requiring Membership in order to start a Project at Eclipse. Following discussion, the Board unanimously approved the following resolutions:
RESOLVED, the Executive Director is instructed to take into consideration the membership status of those companies proposing new Projects at Eclipse and has the authority to decline those proposals for which insufficient membership support is available.
RESOLVED, the EMO is directed to provide proposals to the Board to dramatically increase the barriers to access of Eclipse technologies to non-Members or other proposals designed to incent companies who are building products based on Eclipse to become Members of the Eclipse Foundation at an appropriate level.
Ralph Mueller provided an update on the Automotive Working Group, the related slides for which are attached as Exhibit G. Ian Skerrett provided an update on the Modeling Platform Working Group, the related slides for which are attached as Exhibit H.
New Business Opportunities:
Ian Skerrett presented new business opportunities to the Board, the related presentation material for which is attached as Exhibit I. Following discussion, the Board unanimously approved the following resolution:
RESOLVED, the Board instructs the EMO to proceed with implementing the proposals outlined in the new business opportunities presentation.
Pat Huff provided an update on the web strategy discussion within IBM. Pat indicated that the web strategy proposals are continuing to go through a fairly extensive approval process. Pat indicated that IBM remains committed to the initiative but there are still some pieces of the strategy that needed to be determined.
Mike Milinkovich provided an update on the 2011 Program Plan.
Implementing the IP Policy:
Mike Milinkovich introduced proposed changes to the Implementing the IP Policy document to provide a mechanism to approve the distribution of third party packages where the provenance of the code cannot be clarified. It was discussed and agreed that a keyword would be added to the database record of any package approved under such a Policy. Following discussion it was agreed to postpone voting on this document until the December Board meeting to give Board Members additional time to consider the document.
Long Term Support:
Mike Milinkovich provided an update on the Long Term Support Program, the related slides for which are attached as Exhibit K. Mike encouraged the Board to let him know if they knew of any companies that would be interested in the program, indicating that it would be preferable to work closely with such companies to work through real issues.
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This being a true and accurate record of the proceedings of this Meeting of the Board of Directors held on November 1th, 2010, is attested to and signed by me below.
/s/ Janet Campbell
Secretary of Meeting