Eclipse Foundation Board Meeting Minutes

October 22, 2012

A Meeting of the Board of Directors (the “Board”) of Eclipse.org Foundation, Inc., a Delaware corporation (the “Corporation”), was held the Forum am Schlosspark in Ludwigsburg, Germany, at 8:30 local time on October 22, 2012 as a regularly scheduled face to face 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

Jutta Bindewald

SAP AG

Yes

Cedric Carbone

Talend

Yes

Eric Clayberg

Elected Sustaining Representative

Yes

Paul Clenahan

Actuate Corporation

Yes

Etienne Juliot

OBEO

Yes

Hans Kamutzki

Elected Sustaining Representative

Yes

Pat Huff

IBM

No

Mik Kersten

Elected Sustaining Representative

Yes

Jochen Krause

Innoopract GmbH

Yes

Dennis Leung

Oracle

No

Paul Lipton

CA Technologies

Yes

Achim Loerke

BREDEX GmbH

Yes

Ed Merks

Elected Committer Representative

Yes

Wolfgang Neuhaus

itemis AG

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

General Business:

            Mike Milinkovich introduced the full and abridged minutes for the Board meetings of September 19, 2012, a copy of which is attached hereto as Exhibit B.  The Board passed the following resolution unanimously:

            RESOLVED, the minutes and abridged minutes for the Board meeting of September 19, 2012 are approved.

Mike Milinkovich introduced changes to the IP Advisory Committee Charter that addressed typographical errors in the document.  The Board passed the following resolution unanimously:

RESOLVED, The Board approves the Intellectual Property Advisory Committee Charter, as attached hereto as Exhibit C.

Mike Milinkovich introduced a proposal to have Jody Garnett declared the leader of the LocationTech PMC.  The Board passed the following resolution unanimously:

RESOLVED, The Board approves the appointment of Jody Garnett as the leader of the LocationTech PMC.

Mike Milinkovich provided an update on EclipseCon Europe, the related slides for which are attached as Exhibit D

Year to Date Financial Results and Forecast

            Chris Larocque provided an update on the August year to date financial results and forecast.  In so doing, Chris commented that the first eight months of the year had been quite successful.  Membership dues were stronger than expected, there had been a little more deferred revenue than expected, and conferences were performing well.  Chris added that there was some risk however given the economy.  Chris added that another risk was the strength of the Canadian dollar but that that was expected to ease up by the end of 2013.

Management Reports

            Mike Milinkovich provided a Marketing, Membership, and Projects update, the related slides for which are attached as Exhibit F, G, and H respectively. 

            Mike Milinkovich introduced a discussion of the Topic and Issues Report.  Mike noted that the JCP was starting a major overhaul of the JSPA and that he would be devoting a significant amount of time to the effort.   Pat Huff asked how many people would be involved in the effort.  Mike responded that everyone on the Executive had the opportunity to be involved. 

            Jochen Krause raised a concern that while the Development Process requires that a Project have an API in order to release, the Eclipse Project released 4.2 without an API.  Jochen further indicated that this was not just a concern for the EMO, but the community as a whole.  Mike Milinkovich suggested that Jochen raise the issue on the Eclipse PMC list.  Mike highlighted that this was a problem for the Eclipse PMC to solve. 

Open Discussion: How to Attract More Resources to the Eclipse Platform

The Board engaged in an open ended discussion on what could be done to attract more resources to the Platform.  Dennis Leung suggested that perhaps the Board could reverse engineer the problem by looking at who is currently working on the Platform relative to who should be.   Mike suggested that Oracle would be one such candidate.  Google, Red Hat, and Salesforce were identified as others.   Wolfgang Neuhaus suggested that the Foundation could consider hiring resources to work on the Platform.  Mike Milinkovich responded questioning who would pay for the resources and determine their priorities.  Dennis Leung indicated that choosing the priorities for any such resource would be very important.  Jochen Krause noted that there is a notion that the Foundation will not bind itself to Java and OSGi much longer.  He questioned then how important the Platform would be to the Eclipse Foundation in the future.  With respect to funding developers, Jochen indicated that there were companies like Bosch and UBS that don’t want to be Members of the Eclipse Foundation but may be willing to provide financial support.  Jochen added that the Long Term Support program was one such way to do that. 

            Dennis Leung suggested that the Foundation may want to consider sponsorship funds to fund developer resources.  Hans Kamutzki added that the Foundation could consider focusing on the “corporate responsibility” budget in some corporations.  Jochen Krause commented that if you look at the fundraising efforts of Wikipedia, the majority of the donations come from large institutions.   Wolfgang Neuhaus suggested that the Foundation could consider charging for the binaries.  Mike Milinkovich responded that that had been considered four years ago but had been rejected because it was believed to be too disruptive to the ecosystem.   Jochen Krause added that if the Foundation were to do that, he believed that someone else would step up to provide the binaries for free.  

            Dennis Leung asked John Arthorne how many resources he needed on the Platform.  John indicated ten, and Pat Huff added that ten would go a long way.   Mike Milinkovich commented that he had thought getting Eclipse into the Mac Store would be helpful, but that Apple had changed their rules on the download in a way that made this initiative far less useful.  John Arthorne suggested that perhaps the Foundation should consider expanding Long Term Support (LTS) to deal with feature requests, adding that it would help increase the amount of feature work that is done in the Platform. 

Mike Milinkovich commented that there were a large number of European Projects that are based on the Eclipse Platform and questioned whether European funding may be a possibility.  Jochen Krause indicated that a substantial amount of funding was available, some 8.1 billion Euros, but that a portion of the funding still had to be paid.   Mike questioned whether some of the investments that are already being made by IBM and others in Europe might count as part of that investment.  Mike Milinkovich suggested that if the Foundation were to proceed to set up a consortium based in Europe, it may be possible for participants to have a portion of that European investment recovered.   Pat Huff asked if this was something that the Foundation would go forward with.   Mike Milinkovich responded that there were a number of factors that would need to be considered.  The Foundation would want IBM’s support to go forward.  Mike indicated that companies like Itemis do this all the time.   Mike added that the downside risk is that there are a number of companies that are very practiced at getting involved in these kinds of programs that don’t deliver successful technology.   Mike further added that with the right consortium, it could work. 

Mike Milinkovich summarized to say that the notion of extending LTS, and exploring the possibility of leveraging European funding were two of the best ideas arising out of the discussion.  Pat Huff added that getting other companies to participate in the development of the Platform was also an important point raised.  Mike Milinkovich commented that the Foundation had always taken the high road in that respect.  Paul Clenahan asked how many other companies were using the Eclipse Platform strategically but not contributing.  Mike Milinkovich responded that that would likely be a long list, but that it would depend on how you characterize “strategically using”.

Proposal to Add a Third EclipseCon in 2013 in Toulouse, France

Mike Milinkovich provided an overview on planning for EclipseCon France, the related slides for which are attached as Exhibit K.  Dennis Leung suggested that one way to support the conference would be to locate the next Eclipse Foundation face to face Board meeting there.  The Board unanimously passed the following resolution:

RESOLVED, that the Executive Director of the Corporation is hereby authorized and empowered, for and on behalf of the Corporation, to retain such advisors, 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 the organization and execution of the EclipseCon France 2013 conference, including without limitation the selection of vendors responsible for the operations and logistics of the event, and the taking of any such action shall be conclusive evidence of the approval thereof by this Board of Directors.

Location Industry Working Group Licensing Proposal

            Mike Milinkovich turned the Board’s attention to the licensing proposal that had been previously circulated to the Board in the Agenda to this meeting.  The Board unanimously approved the following resolution:

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)

3.                   Apache License v2

Foundation 2.0

Mike Milinkovich introduced a discussion of Eclipse’s future, the related presentation material for which is attached as Exhibit L.   Jochen Krause commented that the slides make reference to the belief that infrastructure is no longer sufficient to define an open source organization, noting that many of the things that we see in relation to the Foundation relate to hardware.  Jochen questioned whether competing on infrastructure was the right choice for the Foundation.  Mike Milinkovich reflected back asking whether Jochen’s question really was a question of why the Foundation doesn’t move its infrastructure to GitHub.  Mike addressed that question by highlighting that GitHub does not require its projects to display their license and it’s terms of use do not address licensing.  While Mike had attempted to persuade GitHub to make changes in this area, they had declined to do so.  Mike further added that GitHub is a commercial entity and going to GitHub would mean endorsing one vendor where there are many other competitors, including some at the Board table. 

            Jochen Krause commented that the Foundation setting up its own infrastructure was costly and questioned whether, in considering Foundation 2.0, the Foundation should be looking at alternatives to running its own infrastructure.  Hans Kamutzki pointed to the need to define the term “infrastructure” in this context.  Mike Milinkovich commented that the Foundation had looked at how much it would cost to run the Foundation’s infrastructure in the cloud and once you take into account that most of the Foundation’s hardware is donated, it is much less expensive for the Foundation to run the infrastructure itself. 

            Jochen Krause noted that the Eclipse Foundation’s “secret sauce” is that it is the place where people collaborate within the context of the Foundation’s Intellectual Property (IP) Management and Development Process; it has very little do with where the source code is hosted.  Jochen questioned how far we push vendor neutrality and whether being vendor neutral by necessity means that the Foundation must make everything itself.   Chris Aniszczyk added that he didn’t really care where the code is hosted provided the Eclipse Projects subscribe to the Eclipse Foundation’s rules.  Chris added that he could envision tools to enforce both the Development and IP Processes.    John Arthorne added that Git does not present much work for the Foundation, but that CBI requires more effort.  John suggested that there may be examples other than where we host the code that we should re-visit. 

            Mike Milinkovich asked what GitHub would offer.  Jochen Krause responded that it had the notion of enterprise and organizations within organizations.  Jochen added that there are a lot of things that the Foundation is building for LTS that are already available on GitHub.  Jochen highlighted that being vendor neutral has cost implications and questioned whether it was something the Foundation wished to stick with.  Mike Milinkovich responded that Sonatype would likely give the Foundation a free license to Sonatype Pro but that the Foundation had always had the policy that if it goes on our servers we wanted to be vendor neutral.  Dennis Leung suggested that the Foundation may want to consider going another way – having a vendor pay the Foundation to use their software and having the Foundation recognize the vendor.  Ed Merks asked what benefit the Foundation would get from using GitHub.  Jochen Krause responded that the Foundation would not have to manage the infrastructure itself. 

Jochen suggested that the Foundation use commercial products on our servers provided it doesn’t lock the Foundation in.  Jutta Bindewald asked whether there was a risk associated with losing the vendor neutrality.  Mike Milinkovich responded that there was because there would always be a competitor that the Foundation did not choose who may be disgruntled that they were not chosen.  Jochen Krause commented that if the Foundation is considering such a decision from a strategic standpoint, then he thought the Foundation should be open to acquiring services.   Mike Milinkovich commented that if the Eclipse repositories were at GitHub, the Foundation would not control the user management.  Jochen questioned the value of requiring use of a portal to send a message to push five people to vote +1, and whether that was what truly defined the Eclipse Community. 

            Mike Milinkovich asked the Board for an expression of interest to continue the conversation.  Jochen Krause, Hans Kamutzki, Jutta Bindewald, and Chris Aniszczyk all indicated an interest in continuing the conversation.  Mike Milinkovich noted that by the time any follow on analysis was complete, the Foundation would have the LocationTech and PolarSys Industry Working Groups up and running.  Mike added that the Foundation would not stop working on what was underway while the analysis is completed.  Mike indicated that he would establish a Board Working Group, initially setting up three one hour calls for those that are interested to attend.

            Mike Milinkovich reviewed with the Board the Eclipse Foundation’s Program Plan for 2013 which had been approved by the Finance Committee, the related presentation for which is attached as Exhibit M

Industry Working Group Updates

            Mike Milinkovich provided an update on Industry Working Groups (IWG), the related slides for which are attached as Exhibit N.  In so doing, Mike highlighted the lack of a full time Project Manager for PolarSys as a risk to PolarSys’ success.  Mike added while IWGs were coming along, there was still work to be done and the Foundation was not yet generating as much revenue from IWGs as it would like.   Mike further noted that he had not yet seen the progress in the M2M IWG that he would like.   

TCK Agreement

            Dennis Leung commented that he had the sense in the last Board meeting that there were a number of concerns regarding the TCK Agreement that was before the Board for approval.  Dennis noted that the focus to date has largely been on the consequence of the worst case, which is something that the Board needs to look at.  Dennis commented that the Board also needed to consider the likelihood that the Agreement does not renew.  In Dennis’ opinion that is very unlikely given that not renewing this TCK Agreement, if approved, would severely harm the Java ecosystem.  Dennis added that his personal opinion is that something drastic would have to happen for that to occur.  Dennis noted that if things move forward as they are today, Oracle wants to build a healthy ecosystem, and would want to have open source implementations of the specifications and have that happen in open source communities. 

            Dennis added that the benefit is that Projects and Committers get access to the TCKs for free.  Dennis noted that Oracle and Sun before have commercial licenses and have a significant in these TCKs.  Dennis also added that the risks associated with the Agreement are isolated on a Project by Project basis. 

            Dennis summarized by saying that in principle, this has been done in the past and the risk presented is on a per Project basis and that the likelihood of the worst case just doesn’t seem to be there.  Dennis added that the licensor is a Strategic Member, a member of the Board, and has a significant commitment to Eclipse, and said that he felt that should be factored into the ultimate decision. 

            Jutta Bindewald supported Dennis’ comments and indicated that SAP was also very interested in seeing the TCK Agreement signed by the Eclipse Foundation.  Jutta noted that SAP considered both the benefits and the risks of licensing the TCKs at the Eclipse Foundation and decided that the benefits exceeded the risks.  Jutta added that the failure to extend the license would be damaging to the reputation of both Oracle and the Eclipse. 

            Jochen Krause indicated that while he would not agree to have this Agreement impact his Projects, we would not want to take that decision away from other Projects and would consider that in the course of voting.  Mike Milinkovich added that in the Eclipse Community, Oracle has always been an excellent citizen.  Mike further added that there was nothing that would require a Project to use a TCK.  Eric Clayberg indicated that his inclination was to support the vote in light of the fact that two Strategic Members want the TCK Agreement signed, that the risks are very low and remote at ten years out. 

Executive Director Performance Review

            The Board met privately to discuss the Executive Director’s Performance review.

The meeting adjourned.

          *          *          *          *

This being a true and accurate record of the proceedings of this Meeting of the Board of Directors held on October 22, 2012, is attested to and signed by me below.

/s/Janet Campbell      

Secretary of Meeting