Eclipse Foundation Board Meeting Minutes

March 21, 2011

A Meeting of the Board of Directors (the “Board”) of Eclipse.org Foundation, Inc., a Delaware corporation (the “Corporation”), was held on March 21, 2011 as a regularly scheduled face to face meeting at the Hyatt Regency, Santa Clara, California.

Present at the face to face meeting were the following Directors:

Present

Director

Organization

Yes

Ronnie King for Andreas Andersen

Nokia

Yes

Chris Aniszczyk

Elected Committer Representative

Yes

Michael Bechauf

SAP AG

Yes

Boris Bokowski

Elected Committer Representative

Yes

Mark Coggins

Actuate Corporation

Yes

Ricco Deutscher

SOPERA GmbH

Yes

Etienne Juliot

OBEO

No

Hans Kamutzki

Elected Sustaining Representative

Yes

Patt Huff for John Kellerman

IBM

Yes

Mik Kersten

Elected Sustaining Representative

Yes

Markus Knauer

Innoopract

Yes

Dennis Leung

Oracle

Yes

Adam Lieber

Elected Sustaining Representative

No

Paul Lipton

CA Technologies

Yes

Achim Loerke

BREDEX GmbH

Yes

Ed Merks

Elected Committer Representative

Yes

Wolfgang Neuhaus

itemis AG

Yes

Jason Van Zyl

Sonatype

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.   Also present at the invitation of the Board was Eric Clayberg, a newly elected Sustaining Member Representative whose term will begin at the next Board Meeting. 

EclipseCon 2010 Update

Donald Smith provided the Eclipse Board with an update on EclipseCon 2011 and EclipseCon Europe 2011, the related slides for which are attached as Exhibit A.   Donald thanked Pat Huff of IBM for his help in securing David Gondek from IBM Research to provide a keynote about Watson.   Donald also thanked Chris Aniszczyk for chairing EclipseCon 2011, noting that he did a fantastic job.

Donald further announced that the Program Chair for EclipseCon 2011 would be Doug Schaefer.  Donald noted that the Foundation had not yet finalized the timing and location of EclipseCon 2012 and that the Foundation was awaiting feedback on what other Java-related conferences were doing.  The Board discussed the possibility of moving EclipseCon 2012 to another region and there was interest expressed in moving it to the East Coast.

A Board Member asked if the prices for EclipseCon Europe 2011 would be increasing over 2010, noting that he felt that they seemed too low.  Mike Milinkovich responded that they would be.  Mike further asked Board members to forward on any information they may have related to the pricing of other conferences - both sponsorship and registration.

JCP TCK License

John Duimovich, CTO of Java for IBM attended this portion of the discussion as an invited guest. 

Mike Milinkovich reported that the Eclipse Foundation has been working since 2008 to acquire TCK licenses for various JSRs at the Java Community Process (JCP).   The process was delayed by Oracle’s acquisition of Sun.  In April 2010 Oracle put forward terms that were virtually identical to those that the Eclipse Foundation had agreed to with Sun.  Mike indicated that the Agreement as it currently stands includes modifications that make the Agreement better suited to open source development.  He further indicated that he had no strong feelings as to whether the Eclipse Foundation proceeds with the Agreement as it currently stands or not.  Mike indicated that IBM had seen the current draft of the Agreement and had some concerns that they would like to share.  Pat Huff presented IBMs concerns

Mike Milinkovich noted to the Board that it was important to recognize Oracle’s willingness to negotiate terms with Eclipse that are better than what a Member Company may get on its own. 

General Business

Minutes

Mike Milinkovich introduced the topic of the February 2011 Board Minutes attached as Exhibit C hereto.  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, 2011 Board Meeting.

2010 Election Results

Mike Milinkovich provided an overview of the recent Membership election results.   The existing Committer Representatives were re-elected.    Hans Kamutzki and Mik Kersten were re-elected as Sustaining Members and Eric Clayberg from Google was newly elected as a Sustaining Representative.   Mike indicated that Adam Lieber had not been re-elected and thanked Adam for his contributions as a Board Member.  Mike provided Adam with an opportunity to address the Board.  Adam indicated that it had been a very interesting year.  He noted that he hoped to see the JCP TCK license issues resolved soon and wished everyone well for the upcoming year. 

Board Meeting Schedule

Mike Milinkovich commented that in the past year the Board had transitioned from meeting four times a year to three and indicated a preference to continue with that approach.  Mike asked the Board for their thoughts.  Boris Bokowski commented that it felt like the Board had lost face time as a result of the change and that the last meeting had felt rushed.  He asked if it would be possible to extend the EclipseCon Europe meeting to a two day meeting.  Following discussion it was concluded that the Board meeting would be held all day Tuesday, November 1st, and a half day on Wednesday, November 2nd.  Mike further commented that the Foundation intended to hold a birthday party for Eclipse on the Wednesday or Thursday night that week to celebrate Eclipse’s tenth birthday.

JQuery

Mike Milinkovich introduced a discussion on JQuery.  As had been proposed in an email and discussed at a previous Board meeting, the EMO sought the Board’s approval to distribute JQuery pursuant to Section C of the Implementing the IP Policy document.   Following discussion, the following resolution was passed:

            RESOLVED, the Board unanimously approves the redistribution of JQuery 1.4.x and 1.5.x at Eclipse.

Committer and Sustaining Member Issues

Ed Merks highlighted the fact that the Eclipse Foundation had gone through its first Friends of Eclipse funds allocation discussion.  Ed indicated that some concerns were expressed that the small group of Committer Representatives may not make the right decisions for the broader community.    One Project leader in particular had expressed interest in having the Friends of Eclipse funds be used to fund release engineering efforts for his Project and was quite disappointed when that request was declined.  Boris Bokowski indicated that there was a concern about setting precedent in how the funds were spent. 

Pat Huff asked what the funds had been allocated to.  Boris responded that some money was spent for a community event.  In addition some funds were spent for additional RAM for the computers used by the IP Team to increase the speed of code scans. 

Marketing Update 

Ian Skerrett provided a Marketing update, the related slides for which are attached as Exhibit G.

Invited Speaker

Dr. Hans Jurgen Kugler (University of Limerick, KuglerMaag) provided a presentation to the Board of Directors on Eclipse Opportunities in Safety-Critical Systems Engineering, the related slides for which are attached as Exhibit H.

Automotive IWG Update

Ralph Mueller provided an update on the Automotive Industry Working Group, the related slides for which are attached as Exhibit I

OPEES

Etienne Juliot and Mike Milinkovich presented an update on OPEES and the opportunity for Eclipse, the related slides for which are attached as Exhibit J.  Mike commented that the Eclipse opportunity, one identified in last year’s Program Plan is to “offer hosting and IP services to other consortia”.   He further indicated that pursuing this opportunity would require the Board’s involvement and approval in a number of which could include:  (a) firewalled web properties accessible only to OPEES members; (b) support for new licenses in the OPEES IP process, including LGPL; (d) new build infrastructure for OPEES and Long Term support issues; (e) trademark and certification support; (f) creation of a more formal European chapter.  

A Board Member asked what the benefits to the Eclipse Foundation would be.  Mike Milinkovich responded that as part of this initiative, the Eclipse Foundation would gain resources in the IP, build, web and IT infrastructure support.  In addition, the Eclipse Foundation would be part of the long term support strategy for OPEES and that ongoing funding was a benefit of pursuing this opportunity.  Mike indicated that he wanted the Board’s support to continue working on this initiative.   The following resolution was passed:

            RESOLVED, the Executive Director of the Eclipse Foundation is authorized to continue to work with the OPEES consortium to create an Industry Working Group as outlined in the presentation attached hereto as Exhibit J.

Bylaw Changes

Mike Milinkovich provided an overview of some proposed changes to the Eclipse Foundation Bylaws, the related slides for which are attached as Exhibit K.   Boris Bokowski asked whether there was merit in revisiting the provisions in the Bylaws that dictate that votes for Committer Members working for a Member company are collapsed for the purposes of Committer elections.  Mike Milinkovich indicated that when this was last raised it was controversial.  He further indicated that the reason these provisions were initially included was a desire by IBM to make sure that there was clear independence.  Mike asked if there was interest in having a model that provided for one person one vote but enforced diversification.  There was some interest in this approach.  Mark Coggins expressed concern that including a controversial change in the Bylaws may make it difficult to get all the changes to the Bylaws through in one attempt.  Mike Milinkovich encouraged all Board Members to review the proposed changes and indicated that the Board would be reviewing the final document at the May Board meeting.   

Dual Licensing Orion

Boris Bokowski provided an update on Orion and indicated that the Project was seeking the Board’s permission to dual license the client side of the Project under the Eclipse Public License and Eclipse Distribution License.    The related presentation material is attached hereto as Exhibit L.   The following resolution was unanimously passed:

            RESOLVED, the Board approves the dual licensing of the Orion client under the Eclipse Public License and Eclipse Distribution License.

Operations Update

Chris Larocque presented an Operations Update. 

Roadmap

Mike Milinkovich reviewed the Roadmap process and the Roadmap with the Board, the related material for which is attached as Exhibit N.   Following discussion, the following resolution was passed unanimously:

            RESOLVED, that the Board approves the 2011 Eclipse Roadmap.

Membership & Project Update

Mike Milinkovich provided an update for Membership and Projects, the related slides for which are attached as Exhibit P and Exhibit Q respectively. 

IP Advisory Committee Update

Mike Milinkovich provided an update on the issues currently under discussion at the IP Advisory Committee, the related slides for which are attached as Exhibit R

PMC Lead

Mike Milinkovich read the following motion which had been passed by electronic vote into the minutes of the Board meeting:

RESOLVED, that Gunnar Wagenknecht is appointed as the leader of the Technology PMC.

            Mike Milinkovich declared the meeting adjourned at approximately 3:10 Pacific time.

*          *          *          *          *

This being a true and accurate record of the proceedings of this Meeting of the Board of Directors held on March 21, 2011, is attested to and signed by me below.

                                                                                                /s/ Janet Campbell      

                                                                                                Secretary of Meeting