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 February 15, 2012 as a regularly scheduled teleconference.
Present on the teleconference were the following Directors:
Present at the invitation of the Board was Mike Milinkovich, Executive Director, and Janet Campbell, Secretary, of Eclipse.org Foundation, Inc.
Mike Milinkovich introduced the minutes for the Board meetings of January 18, 2012, a copy of which is attached hereto as Exhibit A. The Board passed the following resolution unanimously:
RESOLVED, the minutes and abridged minutes for the Board meeting of January 18, 2012 are approved.
IP Advisory Committee Charter
Mike Milinkovich introduced a revised version of the IP Advisory Committee Charter, updated to reflect changes to the Bylaws, a copy of which is attached as Exhibit C. The Board passed the following resolution unanimously:
RESOLVED, the revised IP Advisory Committee Charter is approved.
Approved License for Non-Code, Example, and Other Content
Mike Milinkovich introduced a discussion of proposed changes to the license that are approved for use with Non-Code and Example Content, a copy of which is attached as Exhibit D. The Board passed the following resolution unanimously:
RESOLVED, the proposed revisions to the licenses approved for Non-Code, Example, and Other Content are approved.
Mike Milinkovich introduced a discussion of the Polarsys Participation Agreement attached as Exhibit E. In so doing, Mike indicated that there had been an interest at the Board to have a look at such Agreements. Mike in particular drew the Board’s attention the dues section highlighting a sliding scale of Member dues for both Steering Committee and Participating Members. Jochen Krause asked who controlled the money. Mike responded that the funds would go to the Eclipse Foundation, noting that the Eclipse Foundation would be providing additional services beyond what was typical and that these funds were intended to compensate the Foundation for that work. John Kellerman asked if the participating companies were fine with the funds presented in the Agreements. Mike indicated that they were and that the amounts had been circulated at the time that OPEES voted overwhelmingly to move to the Polarsys Industry Working Group structure. Mike indicated that the next step was to start the Industry Working Group and get going.
Boris Bokowski highlighted that it appeared in the document as though parallel bodies were being created, particularly with respect to the Charter. Mike Milinkovich responded that strictly speaking the Charter is approved by the Executive Director. Boris asked how much control the Eclipse Board would have. Mike commented that he would be happy to get some feedback with respect to the Charter, though beyond that, he expected the Board to have little say in Polarsys itself.
Paul Lipton commented that he found the relationship between the Industry Working Group (IWG) and the organization as a whole interesting. Paul indicated that while the IWG might represent a desire to advance more industry specific deliverables, in no way does that reduce the responsibility of the Board to understand what the IWG is doing. The IWG is in a sense leveraging the name and reputation of the Eclipse Foundation. Paul indicated that it sounded as though some of the responsibilities of the Board had been delegated to the Executive Director. Mike Milinkovich responded that Charter documents and the process by which they are established are transparent to everyone, not only the Board via the public wiki.
Paul commented that he was thinking of the future where there may be many consortiums and where these could grow to a point where the consortiums are generating more revenue than the organization itself. Paul questioned whether the Board had as much control in the IWG context and if not, why. Mike Milinkovich responded that the discussion that had been raised was broader than Polarsys specifically and suggested that the Board as a group revisit the IWG creation document to see whether the Board wished to include additional controls. Paul Lipton suggested adding the topic to the March Board meeting. Mike indicated that he would set up a couple of meetings prior to the March meeting to allow for additional discussion prior to the meeting, with the expectation of a follow on discussion at the March meeting. Paul commented that the nature of the discussion may very well to educate the Board on the existing control points. Paul further indicated that if at the end of the day the IWGs are essentially the same as Eclipse Projects, just potentially bigger, with added money attached, then perhaps there’s no need for concern at all. Boris Bokowski commented that the mere fact that there is money attached to the creation of an IWG is sufficient to have the conversation.
Juno Release Contents and Platform
John Kellerman presented to the Board on Juno release planning, indicating that with somewhat increased risk, the Platform believes that they can deliver a Juno release of 4.2. John further indicated that the team could use some help with testing to accomplish that goal. John indicated that while end user test is always appreciated, the Platform team is more interested in understanding whether people’s plug-ins work on 4.2 and if they don’t would appreciate receiving bug reports as soon as possible. Mik indicated that it would be useful to get the message out to the Architecture Council that the Platform was planning on delivering a Juno release of 4.2.
John also indicated that the Platform team would like to have additional Committers join the team. Boris Bokowski indicated that it would be important that any new Committer to the Platform team have the backing of their management. Mike further commented that time to call a crisis had come, noting that everyone on the Board was on the Board because they have a strong business and technical reliance on the Platform.
John Kellerman reminded the Board that in the short term, help with plug-in testing was the most important contribution that the Platform team could have. Following June, the Board would need to look towards a sustainable staffing profile for the Platform.
Mike Milinkovich declared the meeting adjourned at approximately 11:58 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 February 15, 2012, is attested to and signed by me below.
/s/ Janet Campbell
Secretary of Meeting