Eclipse Foundation Board Meeting Minutes

October 31 & November 1, 2011

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 October 31 and November 1, 2011 in Ludwigsburg, Germany co-located with Eclipse Summit Europe 2011.

Present at the meeting were the following Directors:

31-Oct

1-Nov

Director

Company

 Y

 Y

Chris Aniszczyk

Elected Committer Representative

 Y

 Y

Michael Bechauf

SAP AG

 Y

 Y

Boris Bokowski

Elected Committer Representative

 Y

 Y

Cedric Carbone

Talend

 N

 N

Eric Clayberg

Elected Sustaining Representative

 Y

 Y

Paul Clenahan

Actuate Corporation

 Y

 Y

Gael Blondelle for Etienne Juliot

OBEO

 Y

 Y

Hans Kamutzki

Elected Sustaining Representative

 Y

 Y

John Kellerman

IBM

 N

 N

Mik Kersten

Elected Sustaining Representative

 Y

 N

Jochen Krause

Innoopract GmbH

 Y

 Y

Dennis Leung

Oracle

 Y

 Y

Paul Lipton

CA Technologies

 Y

 Y

Achim Loerke

BREDEX GmbH

 Y

 Y

Ed Merks

Elected Committer Representative

 Y

 Y

Wolfgang Neuhaus

itemis AG

 Y

 Y

Igor Fedorenko for Jason Van Zyl

Sonatype



Present at the invitation of the Board was Mike Milinkovich, Executive Director; Janet Campbell, Secretary; and Chris Larocque, Treasurer of Eclipse.org Foundation, Inc. 

General Business:

Mike Milinkovich advised the Board that Michael Bechauf would be transitioning February 1, 2012 to a new position within SAP and would no longer be the Eclipse Board Representative.   Mike further indicated that Michael was the last person on the Board that was actively involved in the creation of the Eclipse Foundation.  Mike thanked Michael for all his years of service to the Eclipse Board and proposed the following resolution which was passed unanimously:

            RESOLVED, the Board wishes to thank Michael Bechauf for his 7.5 years of service to the Eclipse Board. 

Minutes:  Mike Milinkovich introduced a discussion of the full and abridged the Minutes of the September 21, 2011 Board meeting, attached hereto as Exhibit A.  There was unanimous consent to approve the following resolution:

RESOLVED, that there was unanimous consent to approve the full and abridged minutes of the September 21, 2011 Board Meeting.

Committee Appointments:   Mike Milinkovich indicated that Dennis Leung had volunteered to participate in the Compensation Committee, Hans Kamutzki had volunteered to participate in the IP Advisory Committee, and that both Chris Aniszczyk and Jochen Krause had volunteered to participate in the Finance Committee.  Mike further indicated that as sufficient notice had not been given to finalize these appointments at the meeting, an electronic vote on the matter would follow the meeting.  Mike asked if any other Director had interest in participating in a Committee.   In response, Paul Lipton volunteered to join the Compensation Committee

Upcoming Election:  Mike Milinkovich advised the Board that the elections for the Board of Directors run in the first quarter of the year.  Mike indicated that there would be a bit of a difference this year as there is no longer a need to collapse the votes of the committer community due to the recent changes in the Bylaws.  Mike further advised that he would follow with tradition have both the incoming and outgoing Board Members attend the March 2012 Board meeting. 

EclipseCon 2011:   Mike Milinkovich provided an update on EclipseCon Europe 2011, the related slides for which are attached as Exhibit C.  Mike indicated that of today the conference was up to 525 registrations, and was number was expected to reach 550.  

Committer Issues:

Ed Merks raised a concern that while the Committer population has been advised that in just over a year CVS would no longer be available, tooling for Git was not where it needed to be.   Ed indicated that there was frustration within the community that existing CVS infrastructure, which works well and has been used for a long time and has good tooling, is disappearing at a time when Git tooling support really isn’t ready.  Ed indicated that his personal experience was that he wasted days trying to figure out Git.  Chris Aniszczyk indicated that a transition at any time would be difficult and that lessons had to be learned to migrate.   Ed indicated that it wasn’t clear to him that the transition was worth the pain.  Boris Bokowski indicated that he would rather work on getting the tooling ready for the deadline rather than move the deadline.  Mike Milinkovich asked John Kellerman whether there was any possibility of getting people from IBM to help out with the usability of the tooling.  John Kellerman indicated that he thought it possible and would check on that. 

Ed also indicated that forums and newsgroup synchronization was another source of frustration.   Ed further noted that now that he was in Europe he was noticing just how much slower things are in Europe.  As an example, P2 repositories can be a real pain.  Ed commented that this was a concern as so much of our community is based in Europe.  Mike Milinkovich suggested that if there was a specific problem encountered, that webmaster be contacted as they may be able to resolve the issue; they have been able to resolve improving performance in the past.

Technology Update

Mike Milinkovich presented an update on the Eclipse 4.2 migration, the slides for which are attached as Exhibit D.  Mike highlighted that the Eclipse release train and packages for Juno 2012 are to be build on Platform 4.2.  Mike commented that there was a general feeling that the Platform needed to move forward.  Igor Fedorenko commented that he had tried the most recent version but that it wasn’t stable.  Mike Milinkovich asked Igor if he had filed any bugs and Igor responded that there were open bugs in relation to the issues.   Paul Clenahan asked if there was a summary of what the different projects were dealing with.  Mike Milinkovich advised that those discussions were happening at the Planning Council. 

Following the Eclipse 4.2 discussion Mike Milinkovich presented an update on Orion, the related slides for which are attached as Exhibit E

Executive Director Annual Review

Michael Bechauf led a discussion regarding the Executive Director’s annual review.  Following a preliminary discussion, the Board drafted a review for submission to Mike Milinkovich.   The following resolution was passed unanimously:

RESOLVED, there was unanimous support to submit the draft performance review to Mike Milinkovich as his performance review for 2011.

The meeting was adjourned to reconvene Tuesday November 1, 2011.

*          *          *          *          *

Tuesday, November 1, 2011

Executive Director Evaluation:

Mike Milinkovich initiated a discussion of the performance review prepared by the Board and thanked the Board for their feedback.  Following discussion and some minor edits, the following resolution was passed:

            RESOLVED, the Board unanimously approves the Executive Director’s Annual Review. 

jQuery:

Mike Milinkovich introduced a discussion the approval of jQuery for redistribution at Eclipse notwithstanding the Eclipse Foundation’s inability to clarify the provenance of the code.   Mike advised the Board that an electronic vote on the matter would follow the Board meeting.  Paul Lipton cautioned the Board from relying on the fact that others have distributed a package when assessing the risk for the Eclipse Foundation in doing so.  Paul also asked that in the future for additional details on the attempts made to resolve the provenance and the results of those attempts be provided to the Board.

Topics and Issues Report:

Mike Milinkovich reviewed the Topics and Issues Report with the Board.    Paul Lipton suggested that the Eclipse Foundation use Hudson as a test case to do some marketing around IP cleanliness.  Mike Milinkovich indicated that the Foundation had hoped to find a “smoking gun” in relation to Hudson but that had not happened to date.  He further indicated that there was LGPL code and duplicative contained within the code base that has now been removed and that the Hudson team had found the IP review very helpful as they now had a much better understanding of the Hudson code base.   Ed Merks asked if the addition of Git would make things easier for the IP Team.  Mike Milinkovich responded that he was not expecting that and if anything there would be more contributions which could result in increased workload.  Mike added that one reason he was in favour if Git was that it would encourage more contributions at Eclipse and that would make for a healthier open source community.    

Management Reports & Key Performance Indicators:

Mike Milinkovich provided an update on EclipseCon 2012, the related slides for which are attached as Exhibit H.  Mike followed this with an update on membership and marketing, the related slides for which are attached as Exhibit I and Exhibit J.  Mike also reviewed the Key Performance Indicators with the Board.   Boris Bokowski commented that it would be useful to start reporting active and inactive Projects, much the way we report active and inactive Committers.  Mike Milinkovich responded that the Foundation would do that and an inactive project would be defined as a project that has had no commits in the last nine months.

What it Means to be an Eclipse Project:

Mike Milinkovich led a discussion on what it means to be an Eclipse Project.   Mike indicated that the Eclipse Foundation believes that the manner in which it manages its development process and intellectual property (IP) is a industry best practice and would like expand the areas it works in.   Mike further indicated that historically there were four invariants when selecting new projects:  (i) IP Process;   (ii) Development Process; (iii) architecture (java and OSGi); and (iv) licensing.  Currently, the IP process and Development Process are invariant.  Licensing is no longer completely an invariant, though the bar to deviate from our standard approach is high.  Following discussion, the following resolution was unanimously passed:

RESOLVED, further to the Bylaws, the Executive Director is authorized to approve open source software projects at Eclipse which meet the following the criteria:

-          The project will conform to the Eclipse Development Process

-          The project will conform to the Eclipse Intellectual Property Policies and its related procedures

-          The project will be licensed under the Eclipse Public License unless otherwise and unanimously approved by the Board.

There is no requirement that Eclipse projects must utilize the Java language or OSGi modularity (plug-in) model.

OPEES/Polarsys:

Gael Blondelle provided an update on Polarsys, the related slides for which are attached as Exhibit L.   Gael indicated that thought was being given to conducting a workshop after EclipseCon for interested North American parties. 

M2M:

Mike Milinkovich provided an update on the possibility of an M2M Industry Working Group, the related slides for which are attached as Exhibit M.

Management Reports, Part II:

Mike Milinkovich provided an update on Eclipse Projects, the related slides for which are attached as Exhibit N.  Ed Merks noted that it appeared that there were more projects on CVS than SVN and asked why we were choosing to shut down CVS.  Mike responded that CVS was older technology.

Long Term Support: 

Mike Milinkovich provided an update on the possibility of a Long Term Support Industry Working Group, the related slides for which are attached as Exhibit O.  Mike advised that for the Juno release train timeframe, the Foundation expects to have a common build infrastructure available, but will not force Projects to switch.  Mike further indicated that the hope was that most Projects would elect to use the common build infrastructure once the Eclipse Foundation staff has demonstrated that it can be used to build the Platform. 

Geospatial:

Mike Milinkovich presented an update on the Geospatial Industry Working Group opportunity, the related slides for which are attached as Exhibit P.  Mike further added that M2M and Geospatial have strong alignment.  

Program Plan:

Mike Milinkovich reviewed the annual planning cycle and process timeframe.   Following that review, Mike provided an overview of the Program Plan.  Chris Aniszczyk suggested that the Eclipse Foundation consider having another European Conference.  Mike Milinkovich indicated that the Foundation was looking at opportunities to do something on a smaller scale in France.  To that end, the Foundation was considering partnering with OBEO and the TOPCASED Conference. 

Dennis Leung indicated that it would be useful if the Board had an understanding of what didn’t make the cut for the Program Plan.  Mike indicated that if he had more money he would spend it in the following areas:  

Marketing and PR.   Mike indicated that the flip side of that is that the market for news has really changed.  Where there used to be twelve people covering application development, there are now four.  Mike also indicated that we are now getting involved in areas like M2M and others that have different press and analysts.

Eclipse Days and Demo Camps.

Additional staff to help manage Industry Working Groups.

Bonuses for staff.

Chris Aniszczyk asked Mike Milinkovich about the possibility of making Eclipse Marketplace an Appstore.  Mike indicated that the Foundation had explicitly given up on the idea given the cost of implementation, including the necessary legal due diligence that would be required. 

Closing:

Mike Milinkovich thanked the Board and indicated that the new Board Member for SAP would be Jutta Bindewald who will replace Michael Bechauf in 2012.  Mike further indicated that the timing of the transition has yet to be determined.  Michael indicated to the Board that it had been a pleasure working with the Board.

            There being no additional business to attend to, the meeting was declared adjourned at approximately 3:35 CET time.

*          *          *          *          *

This being a true and accurate record of the proceedings of this Meeting of the Board of Directors held on October 31st and November 1th, 2011, is attested to and signed by me below.

                                                                                                /s/ Janet Campbell      

                                                                                                Secretary of Meeting