A Meeting of the Board of Directors (the “Board”) of Eclipse.org Foundation, Inc., a Delaware corporation (the “Corporation”), was held on March 26, 2012 as a regularly scheduled face to face meeting at the Hyatt Regency Reston, Reston, Virginia.
Present at the face to face meeting were the following Directors:
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 John Arthorne, a newly elected Committer Representative whose term will begin at the next Board Meeting.
Ian Skerrett presented an update on EclipseCon 2012, the related slides for which are attached as Exhibit A. Ian commented that conferences had changed a great deal over the last few years and that there now existed a lot of inexpensive developer conferences. Ian further commented that he believed that the Foundation needed to reduce the costs of putting on the conferences. Paul Lipton commented that food must be a good portion of the EclipseCon costs. Ian replied that it was, though it also helped with networking which conference attendees valued a great deal. Ian indicated that the current thought was to have a light breakfast and nice lunches, but then cut back on the receptions significantly. Paul Lipton commented that the Foundation could also consider looking at other venues, indicating that Philadelphia had a large food market right across the street from its major convention centre.
Jochen Krause asked what the Foundation wished to achieve, was it to increase attendance? Mike Milinkovich indicated that it was. Jochen asked further if the Foundation knew for certain that the cost of the conference was the current limiter in that respect. Mike Milinkovich responded that when the Foundation completed an analysis of the competing conferences, EclipseCon came out looking quite expensive. Ian Skerrett further commented that the Foundation was looking at the possibility of starting the conference on the weekend. Dennis Leung asked what the Foundation’s current view was on whether to stay at the Reston venue. Ian Skerrett responded that he’d like to start that discussion in terms of whether to stay on the East or West coast of North America. Ian further indicated that his personal preference was not to go back to Santa Clara, California and that if a Bay location was of interest in California, to look at San Francisco. Mike Milinkovich added that the Foundation was also considering starting up another couple of conferences to address specific needs, such as Orion.
2012 Election Results
Mike Milinkovich provided an overview of the recent Membership election results, the related slides for which are attached as Exhibit B. The existing Committer Representatives were re-elected, with the exception of Boris Bokowski who elected not to run. John Arthorne was elected in his place as the new Committer Representative. There was no change in the Sustaining Member Elected Representatives.
Mike Milinkovich thanked Boris Bokowski for his contributions to the Board.
IP Advisory Committee
Mike Milinkovich proposed to add Dennis Leung of Oracle to the IP Advisory Committee. The following resolution was passed unanimously:
RESOLVED, Dennis Leung is appointed to the IP Advisory Committee of the Board.
Janet Campbell presented an overview of the existing and proposed redistribution of JQuery at Eclipse, the related material for which is attached as Exhibit C. In so doing, Janet provided historical context on the original approval to re-distribute JQuery notwithstanding the Eclipse Foundation’s inability to clarify the provenance of the code, subsequent use, and continued interest in re-distributing JQuery more broadly at Eclipse. The discussion included an update on the status of JQuery today, the risks associated with distribution, and mitigating factors.
Paul Lipton commented that any decision to distribute content that would not have otherwise passed the Eclipse Foundation’s due diligence review required by the Intellectual Property Policy must be considered very carefully. Paul further added that he believed that intellectual property is the key differentiator for Eclipse and that there is a great deal of value in the intellectual property due diligence work that the Eclipse Foundation does. Paul noted that the Board had agreed that any approval on an exception basis be marked in IPZilla clearly. Janet Campbell responded that this had been done and took an action item to circulate the steps necessary for someone with IPZilla access to identify those records in the IPZilla database. Following the discussion, the following resolution was passed unanimously:
RESOLVED, the Board approves the redistribution of jQuery 1.4.x to 1.7.x inclusive for all Projects at Eclipse, with keyword notation in IPzilla of all exceptions. Future versions of jQuery are also approved for redistribution, provided that no new issues have been discovered by the EMO in its due diligence.
Mik Kersten indicated that he was concerned that tooling support for Git wasn’t where it needed to be for the Committer community. Mike Milinkovich indicated that the EGit team had made significant progress and that hopefully the situation will be resolved, as the Foundation still intended to shut down CVS in December of 2012.
Mike Milinkovich provided a marketing update, the related slides for which are attached as Exhibit D. Mike advised Board members that if they have not yet started testing their Projects on Eclipse 4.2, that they were running late. Igor Fedorenko commented that he had tried both M4 and M5 for the 4.2 release and neither had worked. He also commented that while he had opened a bug in December, it had not yet been fixed. Mik Kersten expressed concern on how adoption may be affected in the event other companies elected not to do testing and something doesn’t work. Mike Milinkovich reflected back to the group that he believed that there were three primary concerns: (1) the amount of testing on the compatibility layer and whether it was good enough; (2) concerns about the state of the UI; and (3) in some scenarios, it just doesn’t work in cases where there are outstanding bugs. John Kellerman advised that the Eclipse Platform Team had asked for help and asked Igor for a reference for the bug he was referencing.
Mike Milinkovich provided an update on Eclipse Foundation Membership, the related slides for which are attached as Exhibit E. Mike reported that in terms of overall membership, the Eclipse Foundation was as good as it has ever been, though a lower number of Strategic Members had resulted in lower revenues for the Foundation. Mike also reported that the Foundation had seen more growth in Europe, thanks in large part to Ralph Mueller’s efforts there. Mik Kersten commented that the growth of the modeling community in Europe likely contributed positively as well. Mike noted there was also a cultural aspect, in that he believed Europeans were more inclined to join clubs. Mike also noted that the Foundation was now seeing an increase in the number of North American companies in the pipeline which was good news.
Mike provided an update on the Projects, the related slides for which are attached as Exhibit F.
Chris Larocque presented an Operations update.
Mike Milinkovich provided an overview of the Foundation’s Key Performance Indicators. Mike indicated that there had been a significant uptick in download trends and a shift in where many of those downloads are originating from. Mike indicated that China is now a very large source of downloads for the Eclipse Foundation. Mike further indicated that putting Eclipse Marketplace client in the packages had been a major success and that more and more Eclipse developers are looking to Eclipse Marketplace as a way to get the things that they need. Bernd Kolb asked if the Foundation had considered doing an EclipseCon in Asia. Mike indicated that the Foundation wasn’t confident that it would not lose money doing so. Mike added that if there was a group of member companies that said they would sponsor an EclipseCon Asia if the Foundation put one on or support marketing efforts in Asia, the Foundation would consider it. Dennis Leung indicated that he would need to have a better understanding on what a marketing program would look like – both from the standpoint of framework and cost. Mike Milinkovich added that if members of the Board had ideas to generate memberships in Asia, he would welcome suggestions. Paul Lipton responded that what other organizations have found is that companies in Asia have close ties with their governments and that building close relationships with the right government agencies was key.
In touching on other Key Performance Indictors Mike Milinkovich commented that while there was a slight upward slope on the Eclipse momentum, the new membership pipeline wasn’t where he would like to see it. With respect to Project and Committer Metrics, Mike commented that for the first time the Eclipse Foundation had over 100 companies funding Committers at Eclipse. Mike added that at the request of the Board the Eclipse Foundation had begun tracking active Projects at Eclipse. He mentioned further that the EMO would be archiving some of the inactive Projects in Modeling with Ed Merks’ assistance. Mike highlighted that the IP Backlog was high and that Committers may start complaining about delays in approvals. He further noted that the intention was to hire for a start in Q3 which should address the issue. Bernd Kolb asked if the requests for IP review were from projects that the Foundation had already seen. Janet Campbell indicated that the Foundation was increasingly seeing new versions of previously reviewed packages, the exception being when we see a new Project in a new technological area. In those cases, the Foundation sees more new technology that we need to look at for the first time.
Enterprise Bundle Repository
John Kellerman provided an overview on a possible new Project proposal – the Eclipse Open Bundle Repository. John Kellerman indicated that IBM was working with VMware to bring this Project to Eclipse.
Bernd Kolb as what the impact would be on Janet Campbell’s Group. Mike responded that the effect on the IP Group was expected to be minimal as changes to the IP Policy allowed the Eclipse Foundation to host this kind of material without full due diligence review.
Jochen Krause indicated that he did not understand from a technical standpoint, why the LGPL code had to be hosted at Eclipse. Mike Milinkovich responded that he believes that growing the OSGi ecosystem is good for Eclipse and that he was very motivated to make sure that Eclipse is seen as the place to source OSGi material. Bernd Kolb indicated that it was important to have the central point to ask for the bundle, but technically, why did it need to be sourced at Eclipse? Paul Lipton added that it was more important than where the bits flow, it is also how crisply we delineate the separation of the material at Eclipse, adding that people have a certain expectation when coming to Eclipse.
John Kellerman asked Jochen Krause whether his concern related to the LGPL was having it closer to Eclipse code. Jochen responded that it was.
Pierre Gaufillet from Airbus provided an overview on why Airbus pursued the Polarsys Industry Working Group and the Group’s current status, the related slides for which are attached as Exhibit J.
Dave West, VP, Research Director, Forrester provided the Board with a perspective on the software industry as it stands today and may evolve, the related slides for which are attached as Exhibit K.
Industry Working Group Process
Mike Milinkovich introduced a discussion on the Industry Working Group Process, indicating that currently the Industry Working Group Process document and Charter are approved by the Executive Director. Based on discussions at a prior Board meeting, Mike wanted to discuss with the Board whether they remain comfortable with that. Boris Bokowski indicated that his concern had primarily been that large portions of the Eclipse Foundation’s Bylaws and Membership Agreement had appeared in the Charter. Mike responded that that issue had now been fixed. The general consensus was that people were comfortable with the existing approach.
Web Download Statistics
Mike Milinkovich provided an overview of some Eclipse Foundation web download statistics, the related slides for which are attached as Exhibit L. Paul Clenahan suggested that perhaps the Foundation could look at other opportunities for advertising and other locations within eclipse.org. Mike Milinkovich asked if anyone had any concerns in the Foundation sold ads for a Project download page. John Kellerman indicated that the Project would want to have some choice – it would be a concern for some for example if a competitor elected to advertise on their Project page. Paul Clenahan responded that he would prefer if the Foundation gravitate towards competitors dealing with each other assuming there was a fair mechanism associated with the purchase of advertising. Bernd Kolb asked about commercial ads associated with Eclipse Marketplace. Mike Milinkovich indicated that he had not thought about that, though his initial thought was that what was being discussed with respect to Project pages would be easier. Chris Aniszczyk indicated that he did not favour selling advertising on Project pages, adding that he believed the Foundation could make money other ways. Mik Kersten added that giving the Project more control over the pages incents the Projects to invest in them. Mik added that he believed more “Foundation trim” on those pages would result in less Project investment in the pages. Ed Merks added that a certain segment would not react well to advertising on Eclipse Project pages because they will see it as inconsistent – “you give away stuff, but then the Eclipse Foundation gets to advertise on your page.” The general consensus was that the status quo should remain, and there will be no advertising on project download pages.
Mike Milinkovich thanked the Board members for attending the meeting and reminded everyone that the next face to face meeting was in Raleigh, North Carolina in June. Paul Clenahan asked I there was a meeting on the west coast this year. Mike confirmed that there was not and asked whether Actuate would be willing to host a meeting next year. Paul responded that he thought that would be possible.
Mike Milinkovich declared the meeting adjourned at approximately 1:45pm 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 March 26, 2012, is attested to and signed by me below.
/s/ Janet Campbell