Eclipse Foundation Board Meeting Minutes

April 18, 2012

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 April 18, 2012 as a regularly scheduled teleconference.

Present on the teleconference were the following Directors:

Present

Director

Organization

Y

Chris Aniszczyk

Elected Committer Representative

Y

John Arthorne

Elected Committer Representative

Y

Jutta Bindewald

SAP AG

Y

Cedric Carbone

Talend

N

Eric Clayberg

Elected Sustaining Representative

Y

Paul Clenahan

Actuate Corporation

N

Etienne Juliot

OBEO

Y

Hans Kamutzki

Elected Sustaining Representative

Y

John Kellerman

IBM

Y

Mik Kersten

Elected Sustaining Representative

Y

Jochen Krause

Innoopract GmbH

Y

Donald Smith for Dennis Leung

Oracle

Y

Paul Lipton

CA Technologies

Y

Achim Loerke

BREDEX GmbH

Y

Ed Merks

Elected Committer Representative

N

Wolfgang Neuhaus

itemis AG

N

Jason Van Zyl

Sonatype



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

2011 Financial Results

            Chris Larocque provided an overview of the 2011 year end results for the Eclipse Foundation.  Chris indicated that the results were as anticipated and near break even, with solid conferences and some savings on the expense side.   Chris asked the Board Members who were on the Finance Committee if they had anything to add.  There were no further comments and the Board passed the following resolution unanimously:

            RESOLVED, the audited financial statements for 2011 are approved.

General Business:

            Mike Milinkovich commented that this Board conference call would be the last on this conference system, indicating that the Foundation had deployed an Asterisk-based telephony system at Eclipse.   Mike indicated that the quality was as good as the system in use and significantly cheaper.   Mike added that Asterisk also has the benefit that it supports SIP client to access it as well.

Mike Milinkovich introduced a discussion of the minutes of Board of Director meetings, commenting that the Foundation was now including more information on the conversations that are happening in the Board meeting.  He asked if Board Members had any concerns with this approach.  John Arthorne asked if the abridged minutes were the version of the minutes that was posted on eclipse.org.   Mike confirmed that they were.  John asked what criteria was used to decide what to include in the abridged minutes and what not to.  Mike responded that it depended on the subject before the Board, but could include such things as personnel actions, the Foundation’s financial position, licensing and intellectual property issues. 

Mike Milinkovich introduced the full and abridged minutes for the Board meetings of February 15, 2012.  With one minor change to the abridged minutes, the Board passed the following resolution unanimously:

            RESOLVED, the minutes and abridged minutes for the Board meeting of February 15, 2012 are approved.

In order to allow Board Members additional time to review the minutes of the March Board Meeting, it was decided that an electronic vote would be held following the Board Meeting.  In the event that any concerns were identified with the minutes, the vote would be suspended and the minutes discussed at the next Board meeting. 

Paul Lipton highlighted that he was not receiving emails directed to the Board mailing list.  Mike Milinkovich indicated that he would look into it. 

TCK Agreement

Jutta Bindewald requested an update on the TCK Agreement with Oracle.  Mike Milinkovich indicated that the Foundation believed that only signatures remained and asked if Donald Smith could provide an update from Oracle’s standpoint.  Donald apologized for the delay indicating that he hoped to have an update soon.  Mike Milinkovich added that if the Eclipse Foundation was able to get the TCK Agreement finalized in time, Eclipse may be able to use it for SR1.  

Mike Milinkovich declared the meeting adjourned.

*          *          *          *          *

This being a true and accurate record of the proceedings of this Meeting of the Board of Directors held on April 18, 2012, is attested to and signed by me below.

/s/ Janet Campbell      

                                                                                                Secretary of Meeting