Eclipse Foundation Board Meeting Minutes

December 14, 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 11:00 am Eastern time on December 14, 2011 as a regularly scheduled teleconference.

Present on the teleconference were the following Directors:

Present

Director

Organization

Y

Chris Aniszczyk

Elected Committer Representative

Y

Michael Bechauf

SAP AG

Y

Boris Bokowski

Elected Committer Representative

N

Cedric Carbone

Talend

Y

Eric Clayberg

Elected Sustaining Representative

Y

Paul Clenahan

Actuate Corporation

N

Etienne Juliot

OBEO

Y

Hans Kamutzki

Elected Sustaining Representative

Y

Pat Huff for John Kellerman

IBM

Y

Mik Kersten

Elected Sustaining Representative

Y

Jochen Krause

Innoopract GmbH

Y

Dennis Leung

Oracle

Y

Paul Lipton

CA Technologies

N

Achim Loerke

BREDEX GmbH

N

Ed Merks

Elected Committer Representative

N

Wolfgang Neuhaus

itemis AG

Y

Jason Van Zyl

Sonatype

 

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

General Business:

Minutes:  Mike Milinkovich introduced a discussion of the full and abridged the Minutes of the November 2011 Board meeting.  Mike indicated that the abridged minutes would be distributed following the meeting and that an electronic vote would then be held to give Board members adequate opportunity to review the minutes.    

2012 Members Meeting:  Mike Milinkovich introduced a motion to have the March 2011 members meeting at EclipseCon as our Annual General Meeting of the Membership pursuant to Section 6.7 of the Eclipse Foundation Bylaws.  There was unanimous consent to approve the following resolution:

RESOLVED, that the Board approved the recommendation of the EMO to have the annual membership meeting on March 26, 2012 at EclipseCon 2012, in Reston, Virginia.   

Re-appointment of Eclipse Foundation Officers:  Mike Milinkovich introduced a series of motions to re-appoint the Eclipse Foundation Officers pursuant to Section 5.2 of the Eclipse Foundation Bylaws.  There was unanimous consent to approve the following resolutions:

               RESOLVED, that the Board approved the re-appointment of Mike Milinkovich as Executive Director of the Eclipse Foundation.

               RESOLVED, that the Board approved the re-appointment of Janet Campbell as Secretary of the Eclipse Foundation.

               RESOLVED, that the Board approved the re-appointment Chris Larocque as Treasurer of the Eclipse Foundation.

Budget:

Chris Larocque led a discussion of the Eclipse Foundation’s budget. Chris reviewed with the Board both the potential sources of revenue and risks for the Foundation in the coming year.  Following discussion, there was unanimous consent to approve the following resolution:

                        RESOLVED, that the Board approved the Budget as presented. 

Electronic Votes:

Mike Milinkovich reminded the Board that an electronic vote had been held and a number of resolutions passed since the last Board meeting.  Mike read the following passed resolutions into the record of the meeting:  

RESOLVED, Paul Lipton is appointed to the Compensation Committee.

RESOLVED, Dennis Leung is appointed to the Compensation Committee.

RESOLVED, Chris Aniszczyk is appointed to the Finance Committee.

RESOLVED, Hans Kamutzki is appointed to the IP Advisory Committee.

RESOLVED, the Board approves the redistribution of jQuery v. 1.5.x and 1.6.x by the Hudson Project at Eclipse.

Mike further indicated that Jochen Krause had volunteered to be on the Finance Committee and that another electronic vote would go out following the meeting to appoint Jochen to that Committee.

EclipseCon Update:

Mike Milinkovich provided an update on EclipseCon, the related slides for which are attached as Exhibit C and Exhibit D respectively.   Mike reported that EclipseCon Europe was a smashing success.  Mike commented that the attendee survey was very positive.  Mike further indicated that he felt it was the best conference the Eclipse Foundation has ever run.   Mike also reported that the Foundation had begun planning for EclipseCon Europe 2012.  Paul Lipton asked whether the conference would once again be in Ludwigsburg.  Mike indicated that it would and added that the Foundation was also planning on doing an Eclipse Day in France, working together with OBEO.  Dennis Leung congratulated the Foundation staff on EclipseCon Europe.   

Mike Milinkovich advised the Board that next face to face Board meeting would be Monday, March 26th at EclipseCon in Reston, Virginia.     

            There being no additional business to attend to, Mike Milinkovich thanked all Board Members, wished them happy holidays and declared the meeting adjourned at approximately 11:39 Eastern time.

*          *          *          *          *

This being a true and accurate record of the proceedings of this Meeting of the Board of Directors held on December 14th, 2011, is attested to and signed by me below.

                                                                                                /s/ Janet Campbell      

                                                                                                Secretary of Meeting