There are a number of differences between the two bylaws. Of course, the most significant difference is they are
based on different laws. That is, the new Bylaws are explicitly
governed under Belgian law. Related, the Bylaws are officially defined in French, as is required by Belgian law.
But the English translation may be relied upon for all matters, and all other documents including the membership
agreement, etc. are all defined in English.
The new Belgian bylaws, by law, have a few very distinctive differences relating to the rights and
responsibilities of the Membership At-Large. Specifically, under Belgian law, the total group of members is
referred to as the General Assembly, rather than the Membership At-Large. Also as defined in Belgian law, the
General Assembly must approve the Foundation’s annual budget, must select the Foundation’s auditors, and approve
the Foundation’s audited financial statements. This is a change to our current rules, which leaves these decisions
with the Board of Directors. As a result, we expect to hold a minimum of two General Assembly meetings annually.
There are differences in the rights associated with Committer membership that we want to draw attention to.
First, the thing that does not change is that our committers all have the ability to become Committer Members, and
that our Committer Members continue to have Board representation based on exactly the same formula as today. This
is significant, as over the years, this has proven to be invaluable to the health of our Foundation, and has led
to the Board making much better decisions as a result of this committer representation. What is changing is that
Committer members under the new Belgian bylaws do not have the right to vote in the General Assembly. As noted
above, there are significantly more decisions that must be ratified by the General Assembly than under our
existing rules, including approving the budget, appointing auditors, and approving the audited financial
statements. Because we have significantly more Committer members than corporate members, their class of membership
would be heavily weighted for these financial decisions at the General Assembly. This weighting was appropriate in
our current bylaws, as the only matters brought before the Membership At-Large were related to changes to the
Bylaws and membership agreement. But given the General Assembly of the Belgian organization explicitly approves
significant financial matters, it was felt these are matters better voted on by those companies that are
contributing the funds.
That the General Assembly votes on financial matters is a new “feature” for the Eclipse Foundation, and is based
on the requirements of Belgian law. The net result of the change as compared to the current bylaws is that
Committer Members lose their ability to directly approve future changes to the Bylaws or membership agreement of
Eclipse Foundation AISBL. Approvals of such future changes will, however, be voted on by the elected directors
representing the Committer Members on the Board. Committer Members are encouraged to participate in General
Assembly meetings, and of course their representatives on the Board continue to actively participate and
There are minor differences in the governance structure at the Board level. As defined in Belgian law,
nominations to Board committees must be made by Board members, and those committees must have directors report on
their work, as opposed to the Executive Director doing it on their behalf. The role of Treasurer is also defined
somewhat differently, with the Treasurer reporting directly to the Board’s finance committee, as opposed to the
We encourage all members to review the new Bylaws and to ask further questions related to the specifics of the