A Meeting of the Board of Directors (the “Board”) of Eclipse.org Foundation, Inc., a Delaware corporation (the “Corporation”), was held on held at 11:00am Eastern time on May 18, 2011 as a regularly scheduled monthly teleconference.
Present on the teleconference 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.
2010 Financial Statements
Chris Larocque introduced a discussion on the audited financial statements for December 31, 2010 year end as reviewed and approved by the Finance Committee. The Board unanimously passed the following resolution:
RESOLVED, the audited financial statements for December 31, 2010 year end are approved.
Janet Campbell introduced the proposal to appoint Wayne Beaton as the PMC lead for TPTP, indicating that this was an interim appointment. The expectation is that in Q3 after we ship Indigo, the Eclipse Foundation will either find another community member to step forward to take this role, or the TPTP top-level Project charter would be revoked and the still-active sub-Projects moved to another Top Level Project. The Board unanimously passed the following resolution:
RESOLVED, Wayne Beaton is appointed PMC Lead for TPTP.
Janet Campbell introduced the proposal to disband the Strategy Committee. The Board unanimously passed the following resolution:
RESOLVED, the Board approves the dissolution of the Strategy Committee, previously created as an Ad Hoc Committee of the Board.
Proposed Changes to the Eclipse Foundation Bylaws
Janet Campbell introduced a discussion of the proposed changes to the Eclipse Foundation Bylaws, including any changes resulting to the Eclipse Development Process or other governance documents. The related materials are attached as Exhibit B, Exhibit C and Exhibit D. Janet indicated that this agenda item was included to permit discussion on the topic, but that a vote on the changes would not be voted on until the June Board meeting. Boris Bokowski commented that he had expected to see a redline copy of changes to the Development Process as well. Mike Milinkovich indicated that a redline copy of the document would be distributed to the Board shortly after the meeting. Mike encouraged the Board to review the material in some depth so that the Board would be in a position to vote on the proposed changes at the upcoming June Board meeting.
New Proposal and Possible Dual Licensing
Janet Campbell asked John Kellerman from IBM to review with the Board IBM’s proposal to bring a new Project to Eclipse and dual license it under the Eclipse Public License and Eclipse Distribution License. The related materials for this discussion are attached as Exhibit E and Exhibit F. John indicated that the tentatively named Lyo Project would be focused on providing an SDK to enable adoption of Open Services for Lifecycle Collaboration specifications. John indicated further that due to the nature of the Project and its materials, dual licensing would be required. Mike Milinkovich asked John to explain the tie in to Eclipse, indicating that it sounded like an addition to the Orion ecosystem. John indicated that the tie in is to Mylyn and Orion but also a desire to have the benefit of Eclipse’s governance structure. Michael Bechauf asked if there were two decisions for the Board. Mike Milinkovich indicated that there would be an electronic vote of the Board held to approve the dual licensing of the Project following the Board meeting, but that the approval of the creation of the Project itself as a sub-Project was within the Executive Director’s scope of approval.
Mike Milinkovich declared the meeting adjourned at approximately 11:53 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 May 18, 2011, is attested to and signed by me below.
/s/ Janet Campbell
Secretary of Meeting