Eclipse Foundation Board Meeting Minutes

June 19-20, 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 8:00 am Eastern time on June 19 and 20, 2012 as a regularly scheduled meeting.

Present at the meeting were the following Directors:



Present

Director

Organization

Yes

Chris Aniszczyk

Elected Committer Representative

Yes

John Arthorne

Elected Committer Representative

Yes

Steve Winkler for Jutta Bindewald

SAP AG

No

Cedric Carbone

Talend

Yes

Eric Clayberg

Elected Sustaining Representative

No

Paul Clenahan

Actuate Corporation

Yes

Etienne Juliot

OBEO

Yes

Hans Kamutzki

Elected Sustaining Representative

Yes

John Kellerman

IBM

No

Mik Kersten

Elected Sustaining Representative

No

Jochen Krause

Innoopract GmbH

Yes

Dennis Leung

Oracle

Yes

Paul Lipton

CA Technologies

No

Achim Loerke

BREDEX GmbH

Yes

Ed Merks

Elected Committer Representative

No

Wolfgang Neuhaus

itemis AG

No

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.   Also present was Pat Huff from IBM.

General Business:

            Mike Milinkovich introduced the minutes for the Board meeting of May 16, 2012, a copy of which is attached hereto as Exhibit A.  The Board passed the following resolution unanimously:

            RESOLVED, the minutes for the Board meeting of May 16, 2012 are approved.

Dual Licensing of Paho Project

John Kellerman introduced a discussion regarding IBM’s request that the Board approve the dual licensing of the Paho Project in its entirety under the Eclipse Public License (EPL) and Eclipse Development License (a BSD style license).  John further indicated that the MQTT client code would need to be re-licensed as it was currently licensed under the EPL only.  The Board unanimously passed the following resolution:

            RESOLVED, the Board unanimously approves the dual licensing of the Paho Project under the Eclipse Public License (EPL) and Eclipse Development License.

Sustaining Member Issues

None identified.

Committer Member Issues

John Arthorne introduced a discussion on Committer issues, focusing initially on the transition to Git.   John highlighted the fact that many Project are moving to Git and identified a concern that Git makes it very easy to delete or re-rewrite the history of your source code, even by accident.  This in turn makes it very difficult for people that want to do updates on a historic version of the code.  John asked whether the Board thought that the Eclipse Foundation should leave this up to the individual committers to take action to ensure that the source code history is safe, or whether it was something that the EMO should take control of the issue? 

Chris Aniszczyk indicated that he believed that the default should be that you cannot change history, and that change should not be permitted unless an intellectual property issue arose, for example.    Paul Lipton added that the value of Eclipse’s intellectual property is diminished if we leave holes open that enable history to be changed.   Dennis Leung indicated his support to make it difficult to make changes to the Git repository and suggested that any individual wanting to make a change should have to apply for the ability.  Paul Lipton added that that the clarity of the intellectual property is a primary value proposition at Eclipse, and because of this if there was an exception granted, then there would need to be a record of that exception.  Mike Milinkovich indicated that his recollection was that the only time that the Eclipse Foundation has changed history is if an intellectual property issue had been found.  It was the consensus of the Board that the EMO should prevent re-writing of history in the Eclipse Foundation’s git repositories unless express permission was sought, such permissions to be considered on a case by case basis.   

John Arthorne also highlighted that there are private branches on Git where it would be useful to allow people to re-write history in their own branches.  Mike Milinkovich suggested that defaults are set such that history can’t be changed in the main branches, with some flexibility to be allowed in private branches.  He suggested that the Committer Representatives work with the EMO to create the defaults to accomplish this goal.  Chris Aniszczyk also suggested that an audit be conducted on the Projects to ensure that the defaults are property set.  Mike agreed, indicating that he would ask the webmaster to run some scripts to check that Projects are implementing the necessary defaults.  Paul Lipton asked whether we have a situation today where some existing Projects on Git may have altered, either intentionally or unintentionally, their history?  Mike Milinkovich responded that it was possible.  John Arthorne added that within CVS it could have happened as well with some effort, but there would be no record.  With Git, it could have happened, but we would know.  The Board passed the following resolution unanimously:

RESOLVED, that the Board directs the EMO to ensure that the history of the Foundation’s source repositories cannot be changed in “main branches”, with flexibility in private branches.  Any exceptions would have to be requested by a PMC to the EMO.  A “main branch” is defined as any branch from which releases are built.  Any exceptions would have to be requested by a PMC to the EMO.

Ed Merks highlighted that IT outages on weekends were an issue.  Ed asked if it was possible to empower someone in Europe to help.  Mike Milinkovich responded that the Foundation has wanted for many years to have more staff in Europe, but that limited funds have prevented the Foundation from doing so.  He added that the EMO is actively looking at alternatives.   John Arthorne suggested looking at what the Apache Software Foundation is doing.  Mike Milinkovich suggested opening a bug on the subject and copying him on it.   John Arthorne indicated that a committer that had suggested that not only Strategic Members should be able to access Webmaster 24 hours a day.  There was a general consensus that this was not reasonable.  Mike Milinkovich noted that few Strategic Developers have been taking advantage of the existing program, and indicated that some work needed to be done to get the existing process working better.  He also added that the Foundation would consider starting to talk about whether it opens the “circle of trust” to some non-Foundation employees in different time zones. 

Oracle/Sun TCK Agreement

Mike Milinkovich indicated that the time had come to decide whether the Eclipse Foundation signs the Agreement.  John Kellerman provided an overview of IBM’s concerns related to the Agreement.   Janet Campbell noted that the Eclipse Foundation’s counsel and external counsel do not believe that the Agreement conflicts with the Eclipse Public License (EPL).  Dennis Leung pointed out that the terms of the Agreement before the Board are the same terms that others in the ecosystem have been given, including commercial entities.  John Kellerman asked what level of vote was required.  Janet Campbell responded that a majority vote was needed. 

Mike Milinkovich commented that finalizing the Agreement before the Board was done as a service to some Projects to allow them to certify to the TCK and that the Eclipse Foundation did not have a strong perspective on executing the Agreement.  Mike added that the Board should consider what level of review and approval should be required to allow additional projects to use the TCKs and proposed that a super majority vote be required.  Such a vote would be triggered at the request of the PMC of the Project.  Ed Merks questioned whether the Board wanted to review this type of decision on a case by case basis.  Paul Lipton questioned what the implications would be on the user.  Mike responded that for some users, this would be considered a good thing in that they would get a compliant application.  Mike added that for an application server such as Virgo, having a compliant solution would help them.   

Enterprise Bundle Repository

John Kellerman provided an overview of an IBM proposal to host OSGi bundles at Eclipse in support of the OSGi ecosystem, the related slides for which are attached as Exhibit E.  John indicated that IBM is now proposing to have Eclipse Marketplace point to templates, and that the existing bundles would continue to exist where they exist.  Paul Lipton asked why the change.  John responded that IBM was concerned about distributing non-IP cleared material from Eclipse.  He also said that it would relieve space and bandwidth concerns.  The builds would happen on individual’s machine.  Paul Lipton asked if it would be clear to individuals downloading that they are not getting the material from Eclipse.  John Kellerman and Pat Huff indicated that it is not currently as clear as it could be that the material originating from Eclipse Marketplace has not been IP cleared.   Paul Lipton indicated that he agreed.   John concluded by indicating that he did not believe that there was anything related to the proposal that the Board was required to vote on. 

Management Reports

Chris Larocque provided an update on the Eclipse Foundation’s operations and finances.    Mike Milinkovich provided an update on EclipseCon 2013, the related slides for which are attached as Exhibit G.  Mike indicated that it would be held at the Seaport Hotel and Trade Centre in Boston, MA March 25-28, 2012.  Dennis Leung asked what the feedback was on having the event on the east coast.   Mike Milinkovich responded that the feedback was generally positive.  Dennis asked what the other candidates were.  Mike responded that they included Miami, Philadelphia, and Atlanta, adding that the Seaport offered great rates. 

Mike added that the semi-annual training series is gearing up, and that the Eclipse Foundation is getting ready for the Juno launch. 

Mike Milinkovich provided an overview of the Eclipse Open Source Developer Report, the related slides for which are attached as Exhibit H.  Mike commented that the Eclipse Foundation runs the survey itself using survey monkey every year and gets great press related to the survey. 

Mike Milinkovich provided an overview of the Eclipse Foundation Membership and Key Performance Indicators.  Mike highlighted the fact that the number of Projects using Git at Eclipse has now surpassed 50%.  Ed Merks expressed a concern that Git tooling was still very poor.

Industry Working Group Updates

Mike Milinkovich provided an update on the Long Term Support Industry Working Group, the related slides for which are attached as Exhibit K.   Mike added that the goal is that for SR1 in September the Eclipse Platform and Webtools will have moved over to the CBI.  

John Arthorne indicated that the Eclipse Platform was having difficulty getting their release out this year because they are having difficulty testing, primarily on Windows and Mac where the hardware isn’t to the level that the Linux boxes are.  Mike Milinkovich responded that he had no idea that the issue existed and commented that if the Eclipse Foundation could solve this issue by buying a faster Windows box, then the Foundation should pursue that solution.  Mike further asked that if there was a bug on the issue to please copy him on it. 

Mike Milinkovich provided an update on the Polarsys Industry Working Group, the related slides for which are attached as Exhibit L.  

Mike also provided an update on the Automotive Industry Working Group, the related slides for which are attached as Exhibit M.    

Finally, Mike provided an update on the Location Industry Working Group Proposal, the related slides for which are attached as Exhibit N.  Mike indicated that in this final case, there were quite a few existing assets looking for a new home with a lot of companies and organizations already involved.  Mike added that the existing organization was dissolving and that provided a resulting opportunity for the Eclipse Foundation.   The following resolutions were passed unanimously:

            RESOLVED, the Board approves the creation of information technology (IT) infrastructure for the Location IWG forge. Such IT infrastructure will be hosted and supported by the Eclipse Foundation

RESOLVED, The Board unanimously approves the use of the following licenses for projects hosted by the Location Industry Working Group. Such projects must be clearly identified as separate and distinct from Eclipse Foundation projects, hosted on a web property other than eclipse.org, and not using the org.eclipse namespace.

1.                   MIT

2.                   BSD (including the Eclipse Distribution License)

RESOLVED, The Board unanimously approves the use of the GNU Lesser General Public License (LGPL) for the following third-party components distributed by projects hosted by the Location Industry Working Group: 

Geotools, JTS, and GEOS, including their dependencies licensed under either the LGPL, or other licenses previously approved by the Board.

Such projects must be clearly be identified as separate and distinct from Eclipse Foundation projects, hosted on a web property other than eclipse.org, and not using the org.eclipse namespace.

RESOLVED, that the Executive Director of the Corporation is hereby authorized and empowered, for and on behalf of the Corporation, to retain such advisers, to execute and deliver such documents, papers or instruments and to do or cause to be done any and all such other acts and things as he may deem necessary, appropriate or desirable in connection with establishing the Location Industry Working Group as described in the presentation made to the Board on this day and attached to the minutes of the meeting as Exhibit N, and the taking of any such action shall be conclusive evidence of the approval thereof by this Board of Directors.

Strategy Discussion

Mike Milinkovich introduced a discussion of the Eclipse Strategy, the related slides for which are attached as Exhibit O

Oracle/Sun TCK Agreement – Continued

Mike Milinkovich commented that IBM ships many products based on Apache code that is encumbered by all the obligations of the TCK before the Board and more.  Pat Huff responded that that was true.   Mike further commented that Oracle wants EclipseLink to certify Eclipse and that not renewing the TCK Agreement would impact Oracle as well.  They would need to take EclipseLink elsewhere.   Dennis Leung commented that it would have to be a catastrophic event.  Mike added that the TCK terms before the Board are the terms that govern the entire Java ecosystem.  Dennis Leung added that he believed it has always worked this way and that while Oracle was flexible on the term of the Agreement, the remaining terms are the same for everyone.  Paul Lipton commented that there was risk, as there always was, but that it appeared to him to be quite small.  Paul added that it appeared to be significant value and small but non-zero risk.  Steve Winkler added that approval would be on a case by case basis and so risk was limited from that standpoint as well. 

Following discussion, the Board formulated the following draft resolutions to be used as the basis for an electronic vote to follow the Board meeting: 

RESOLVED, the Board authorizes the Executive Director to execute the Java TCK agreement as negotiated with Oracle, as well as any Addendums to that Agreement that are approved by the Board as per the following process:

-          The Project PMC has publicly discussed and approved a Project’s request for TCK access, and requests access from the EMO;

-          A Strategic Member supports the Project’s desire to use the TCK; and

-          The Board has approved the use of the TCK by the Project by a super-majority vote of the Board.

RESOLVED, the Board approves licensing the use of the TCKs by the EclipseLink Project for the following JSRs: 317, 314, and 222.

RESOLVED, the Board approves licensing the use of the TCKs by the Virgo Project for the following JSRs: 196, 250, 907, 245, 52, 315, and 316.

Annual Community Report

            Mike Milinkovich referred the Board to the draft Annual Community Report, attached hereto as Exhibit Q.   Mike invited comments on the document and indicated that a vote on the document would follow the meeting and be held as a vote in connection with the meeting pursuant to Section 3.12(b)(i) of the Eclipse Bylaws.     

Mike Milinkovich indicated that he would get back to the Board on the schedule for the next face-to-face Board meeting in Europe.  Mike Milinkovich declared the meeting adjourned at 12:53 pm Eastern time.

*          *          *          *          *

This being a true and accurate record of the proceedings of this Meeting of the Board of Directors held on June 19 and 20, 2012, is attested to and signed by me below.

/s/Janet Campbell

Secretary of Meeting