[News.eclipse.foundation] Re: Overtaker of Eclipse Foundation Inc. possi

["Mike Milinkovich" <mike.milinkovich@xxxxxxxxxxx>]

Joerg,

The answer to the original question of can "...a buyout of the Eclipse 
Foundation..." happen is NO. And this has nothing to do with IBM.

The Eclipse Foundation is legally established as a not-for-profit U.S. 
corporation under Section 501(c)6 of the U.S. IRS code. Amongst other 
things, this means that we do not have any shareholders. The Foundation 
cannot be acquired by a corporation purchasing shares of the Foundation.

With regard to changing the license terms, Section 3.9(b) states that 
changing the terms of the EPL requires the unanimous consent of the Board. 
As the EPL is our open source license, changing it would be would be 
required to attempt to charge license fees for Eclipse technology.

To be clear, IBM has only one vote on the Board. Even in the extremely 
unlikely case that IBM or any other Strategic Developer wished to charge 
license fees for Eclipse software at some distant point in a highly 
hypothetical universe, I do not believe that an unanimous vote could happen.

So, the answer to your client should be a resounding "NO".

Mike Milinkovich
Executive Director
Eclipse Foundation, Inc.

"Joerg von Frantzius" <joerg.von.frantzius@xxxxxxxxxxxxxxxxxxxx> wrote in 
message news:cmtj6q$9o6$1@xxxxxxxxxxxxxx
> John Bailo schrieb:
>
>> Joerg von Frantzius wrote:
>>
>>> Today a client of us came up with the question whether it is possible 
>>> that a buyout of the Eclipse Foundation can happen. Are there any legal 
>>> restrictions expressed in some binding statutes that a buyout is not 
>>> possible? I don't know e.g. whether a not-for-profit corporation is 
>>> owned by someone and thus can be bought at all.
>>>
>>> Given the current state of members of the Director's Board, would it 
>>> e.g. be possible for IBM to have a super-majority and change the bylaws 
>>> according to section 3.9.c of the bylaws, in a way that licenses will 
>>> have to be paid for the use of Eclipse technology?
>>>
>>> Thanks for any information,
>>> Jörg.
>>
>>
>> I doubt if IBM would let that happen.
>>
> What I meant of course is licences to be paid to IBM... even if they can't 
> imagine doing something outrageous like that right now, they might change 
> their mind in 2 years. The question only is, will they be able to do it?
>