Home » General (non-technical) » Eclipse Foundation » Overtaker of Eclipse Foundation Inc. possible?
| Overtaker of Eclipse Foundation Inc. possible? [message #6315] |
Wed, 10 November 2004 15:42  |
Eclipse User |
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Originally posted by: joerg.von.frantzius.artnology.nospam.com
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.
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| Re: Overtaker of Eclipse Foundation Inc. possible? [message #6327 is a reply to message #6315] |
Wed, 10 November 2004 17:19  |
| Eclipse User |
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Originally posted by: jbailo.vestcom.com
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.
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| Re: Overtaker of Eclipse Foundation Inc. possible? [message #6339 is a reply to message #6327] |
Wed, 10 November 2004 17:30 |
| Eclipse User |
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Originally posted by: joerg.von.frantzius.artnology.nospam.com
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?
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| Re: Overtaker of Eclipse Foundation Inc. possible? [message #6395 is a reply to message #6339] |
Wed, 10 November 2004 20:03 |
 Mike Milinkovich
Messages: 260
Registered: July 2009 |
Senior Member |
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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@artnology.nospam.com> wrote in
message news:cmtj6q$9o6$1@eclipse.org...
> 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,
>>> J
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| Re: Overtaker of Eclipse Foundation Inc. possible? [message #6491 is a reply to message #6395] |
Thu, 11 November 2004 09:55 |
| Eclipse User |
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Originally posted by: joerg.von.frantzius.artnology.nospam.com
This is a multi-part message in MIME format.
--------------000309030609070302040505
Content-Type: text/plain; charset=ISO-8859-1; format=flowed
Content-Transfer-Encoding: 8bit
Alright, something like that is what I hoped (and somehow expected from
my subjective impressions), but it is good to have it stated here in
clear terms.
Thanks,
J
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| Re: Overtaker of Eclipse Foundation Inc. possible? [message #6510 is a reply to message #6491] |
Thu, 11 November 2004 10:18 |
| Eclipse User |
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Originally posted by: ilias.lazaridis.com
On Thu, 11 Nov 2004 10:55:55 +0100, Joerg von Frantzius
<joerg.von.frantzius@artnology.nospam.com> wrote:
> Alright, something like that is what I hoped (and somehow expected from
> my subjective impressions), but it is good to have it stated here in
> clear terms.
Bad news:
The Eclipse Foundation can apply at _any_ time a different license to the
source-code base, which requires license fees.
The code so far remains available under the open-source license.
This would require an unanimous vote by the board (which is not very
realistic).
-
But!
A more realistic scenario:
As IBM has a very large amounts of developers within eclipse, it controls
a "critical-mass" of the eclipse domain-knowledge. Thus IBM can
effectively 'shutdown' the Eclipse Foundation by only moving out it's
developers.
-
So, realistically, nothing is secure with the eclipse platform (as with
nearly every open source system).
..
--
http://lazaridis.com
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| Re: Overtaker of Eclipse Foundation Inc. possible? [message #6529 is a reply to message #6510] |
Thu, 11 November 2004 12:06 |
| Eclipse User |
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Originally posted by: joerg.von.frantzius.artnology.nospam.com
ilias wrote:
> On Thu, 11 Nov 2004 10:55:55 +0100, Joerg von Frantzius
> <joerg.von.frantzius@artnology.nospam.com> wrote:
>
>> Alright, something like that is what I hoped (and somehow expected from
>> my subjective impressions), but it is good to have it stated here in
>> clear terms.
>
> Bad news:
> The Eclipse Foundation can apply at _any_ time a different license to
> the source-code base, which requires license fees.
> The code so far remains available under the open-source license.
> This would require an unanimous vote by the board (which is not very
> realistic).
So what? Why is that bad news? There is no such thing as absolute
security in the mathematical sense of absoluteness. There will always be
a probability of potential imaginable problems, but if any such problem
is as likely to happen as all members of the board of directors being
kidnapped by aliens, then that's OK with me. And I wonder why that's not
OK with you, at least it seems so.
> But!
> A more realistic scenario:
> As IBM has a very large amounts of developers within eclipse, it
> controls a "critical-mass" of the eclipse domain-knowledge. Thus IBM
> can effectively 'shutdown' the Eclipse Foundation by only moving out
> it's developers.
The existing source code would still remain in the hands of the Eclipse
Foundation, and would be continued like any other open source project,
only without the massive financial backing from IBM. It would still have
a comparably *good* backing from companies such as SAP, Red Hat, HP and
I don't know who else. You can't really blame IBM for their investment,
just because they could discontinue it in the future.
> So, realistically, nothing is secure with the eclipse platform (as
> with nearly every open source system).
Yes. That's life. Nothing really is absolutely secure ;-)
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| Re: Overtaker of Eclipse Foundation Inc. possible? [message #6549 is a reply to message #6529] |
Thu, 11 November 2004 12:26 |
| Eclipse User |
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Originally posted by: ilias.lazaridis.com
Joerg von Frantzius wrote:
> ilias wrote:
>
>> On Thu, 11 Nov 2004 10:55:55 +0100, Joerg von Frantzius
>> <joerg.von.frantzius@artnology.nospam.com> wrote:
>>
>>> Alright, something like that is what I hoped (and somehow expected from
>>> my subjective impressions), but it is good to have it stated here in
>>> clear terms.
>>
>> Bad news:
>> The Eclipse Foundation can apply at _any_ time a different license to
>> the source-code base, which requires license fees.
>> The code so far remains available under the open-source license.
>> This would require an unanimous vote by the board (which is not very
>> realistic).
>
> So what? Why is that bad news?
The bad news is for your client, which seems to be afraid about a buyout.
"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. "
I've pointed out, that a buyout is not even necessary.
> There is no such thing as absolute
> security in the mathematical sense of absoluteness.
[...]
If so, why do you place your initial question?
"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? "
> The existing source code would still remain in the hands of the Eclipse
> Foundation, and would be continued like any other open source project,
> only without the massive financial backing from IBM. It would still have
> a comparably *good* backing from companies such as SAP, Red Hat, HP and
> I don't know who else.
Of course.
I've pointed this out.
> You can't really blame IBM for their investment,
> just because they could discontinue it in the future.
I don't blame them.
I just answered your (or your customers) question.
and as stated: this is a _general_ [not eclipse foundation or IBM
specific] problem with open-source.
>> So, realistically, nothing is secure with the eclipse platform (as
>> with nearly every open source system).
>
> Yes. That's life. Nothing really is absolutely secure ;-)
I suggest you to answer this to your client.
..
--
http://lazaridis.com
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| Re: Overtaker of Eclipse Foundation Inc. possible? [message #6568 is a reply to message #6549] |
Thu, 11 November 2004 12:44 |
| Eclipse User |
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Originally posted by: joerg.von.frantzius.artnology.nospam.com
ilias schrieb:
> The bad news is for your client, which seems to be afraid about a buyout.
Mr. Milinkovich's answer is actually good news for my client, whatever
you consider it. A buyout as such is not possible, and an unanimous vote
is unlikely enough to feel sure about it not happening. Before the
question he was afraid, knowing the answer he won't be so any more. I
don't understand where any confusion can come from here?
> There is no such thing as absolute security in the mathematical sense
> of absoluteness. [...]
>
> If so, why do you place your initial question?
To find out about the probability of any such problem to happen. All I
already knew is that it wouldn't be 0 (zero).
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| Re: Overtaker of Eclipse Foundation Inc. possible? [message #6585 is a reply to message #6568] |
Thu, 11 November 2004 13:25 |
| Eclipse User |
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Originally posted by: ilias.lazaridis.com
Joerg von Frantzius wrote:
> ilias schrieb:
>
>> The bad news is for your client, which seems to be afraid about a buyout.
>
> Mr. Milinkovich's answer is actually good news for my client, whatever
> you consider it.
My intro "bad news" do not relate to any answer given.
> A buyout as such is not possible, and an unanimous vote
> is unlikely enough to feel sure about it not happening.
ok
> Before the
> question he was afraid, knowing the answer he won't be so any more. I
> don't understand where any confusion can come from here?
the confusion is:
A buyout is not necessary, to ask for licensing fees".
>> There is no such thing as absolute security in the mathematical sense
>> of absoluteness. [...]
>>
>> If so, why do you place your initial question?
>
> To find out about the probability of any such problem to happen. All I
> already knew is that it wouldn't be 0 (zero).
fine.
And I gave you some points to evaluate:
- Open source projects can change the license at any time.
- A company which holds a critical mass of domain-knowledge has a strong
influence on a system (independent of voting-power).
- It needs many time (and financial background), until core-developers
can be replaced (if ever, in such a large source-code base).
-
Asking for licensing fees in future is something that can happen _easily_.
Scenario:
- 2 Foundation members do not see value in the $500.000 membership,
and change to add-in provider membership.
- 3 foundation members decide finally to take another apporoach,
after several problems with major eclipse projects ocour.
- the remaining members decide to charge a small licensing fee to
compensate the missing fees (and additionally to hire developers to keep
the projects running).
remember: missing personal resources are already a problem within eclipse.
-
You can ask the eclipse foundation to add a clause in their bylaws which
would disallow "asking for licensing fees for the eclipse core
technology" in the future.
..
--
http://lazaridis.com
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| Re: Overtaker of Eclipse Foundation Inc. possible? [message #6603 is a reply to message #6585] |
Thu, 11 November 2004 13:56 |
| Eclipse User |
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Originally posted by: joerg.von.frantzius.artnology.nospam.com
I conclude that our client and us are content with the state of affairs,
and you are not. My guess is that you will never be, but it is good that
you keep on imagining worst case scenarios and finding loopholes. I
would only find it unfortunate if your position resulted in Fear,
Uncertainty and Despair (FUD) being spread, as, from what I can tell,
the Eclipse Foundation does everything that is practically possible in
the real world to avoid possible reasons for such fears.
So please, beware of FUD!
ilias schrieb:
> Joerg von Frantzius wrote:
>
>> ilias schrieb:
>>
>>> The bad news is for your client, which seems to be afraid about a
>>> buyout.
>>
>>
>> Mr. Milinkovich's answer is actually good news for my client,
>> whatever you consider it.
>
>
> My intro "bad news" do not relate to any answer given.
>
>> A buyout as such is not possible, and an unanimous vote is unlikely
>> enough to feel sure about it not happening.
>
>
> ok
>
>> Before the question he was afraid, knowing the answer he won't be so
>> any more. I don't understand where any confusion can come from here?
>
>
> the confusion is:
>
> A buyout is not necessary, to ask for licensing fees".
>
>>> There is no such thing as absolute security in the mathematical
>>> sense of absoluteness. [...]
>>>
>>> If so, why do you place your initial question?
>>
>>
>> To find out about the probability of any such problem to happen. All
>> I already knew is that it wouldn't be 0 (zero).
>
>
> fine.
>
> And I gave you some points to evaluate:
>
> - Open source projects can change the license at any time.
> - A company which holds a critical mass of domain-knowledge has a
> strong influence on a system (independent of voting-power).
> - It needs many time (and financial background), until core-developers
> can be replaced (if ever, in such a large source-code base).
>
> -
>
> Asking for licensing fees in future is something that can happen
> _easily_.
>
> Scenario:
> - 2 Foundation members do not see value in the $500.000 membership,
> and change to add-in provider membership.
> - 3 foundation members decide finally to take another apporoach,
> after several problems with major eclipse projects ocour.
> - the remaining members decide to charge a small licensing fee to
> compensate the missing fees (and additionally to hire developers to
> keep the projects running).
>
> remember: missing personal resources are already a problem within
> eclipse.
>
> -
>
> You can ask the eclipse foundation to add a clause in their bylaws
> which would disallow "asking for licensing fees for the eclipse core
> technology" in the future.
>
> .
>
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| Re: Overtaker of Eclipse Foundation Inc. possible? [message #6622 is a reply to message #6603] |
Thu, 11 November 2004 14:13 |
| Eclipse User |
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Originally posted by: ilias.lazaridis.com
On Thu, 11 Nov 2004 14:56:42 +0100, Joerg von Frantzius
<joerg.von.frantzius@artnology.nospam.com> wrote:
[moved down]
> ilias schrieb:
[...]
>>>> If so, why do you place your initial question?
>>>
>>> To find out about the probability of any such problem to happen. All I
>>> already knew is that it wouldn't be 0 (zero).
>>
>> fine.
>>
>> And I gave you some points to evaluate:
>>
>> - Open source projects can change the license at any time.
[...]
>> Asking for licensing fees in future is something that can happen
>> _easily_.
>>
>> Scenario:
>> - 2 Foundation members do not see value in the $500.000 membership,
>> and change to add-in provider membership.
[...]
>> You can ask the eclipse foundation to add a clause in their bylaws
>> which would disallow "asking for licensing fees for the eclipse core
>> technology" in the future.
>
> I conclude that our client and us are content with the state of affairs,
> and you are not.
If I rate from your initial post, you are not "content with the state of
affairs".
You would be (at least your client) whe the the mentioned clause would be
added to the bylaws.
> My guess is that you will never be, but it is good that you keep on
> imagining worst case scenarios and finding loopholes.
This was not a "worst-case" scenario.
> I would only find it unfortunate if your position resulted in Fear,
> Uncertainty and Despair (FUD) being spread, as, from what I can tell,
> the Eclipse Foundation does everything that is practically possible in
> the real world to avoid possible reasons for such fears.
Adding such a clause to the bylaws should be "practically possible".
> So please, beware of FUD!
Discussions like this one can lead to clarification of things and thus
elimination of "FUD".
..
--
http://lazaridis.com
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| Re: Overtaker of Eclipse Foundation Inc. possible? [message #6659 is a reply to message #6641] |
Thu, 11 November 2004 14:53 |
| Eclipse User |
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Originally posted by: joerg.von.frantzius.artnology.nospam.com
I really liked the one about nationalization of the Eclipse
foundation... :-))
Ha ha ha ... ah?! Oh! No! I can sense approaching of an intelligent
entity surrounded by a massive humour-resilient force-field! It'll
probably materialize its dark energies in a response to your article, as
no answer can be be left standing alone in one of ITS threads!
RUN FOR COVER!
Eric Clayberg schrieb:
>Since we're having fun with "realistic" scenarios, here are some more...
>
>o Microsoft buys Sun and decides to charge license fees for Java itself.
>
>o Microsoft buys SAP and RedHat, puts its Clippy developers on the Eclipse
>team and sabotages the project.
>
>o The Eclipse Foundation decides to refocus Eclipse on being the best
>platform for rmaking GameBoy games.
>
>o Ontario secedes from Canada and nationalizes the Eclipse Foundation. Mike
>M. is appointed Minister of Eclipse.
>
>o Mike M. trips and spills his latte on the main Eclipse CVS server and the
>entire Eclipse code base is wiped out. The paper tape reader is broken, so
>they can't reload their backups.
>
>o A massive earthquake hits the San Francisco peninsula on February 28th.
>The Burlingame Hyatt collapses killing 90% of Eclipse developers worldwide.
>
>o Eclipse reaches critical mass, becomes self-aware and rebrands itself
>Skynet. You know the rest...
>
>Are you quaking in your boots yet? Anyone else have any interesting
>scenarios to consider?
>
>-Eric
>
>
>
>
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| Re: Overtaker of Eclipse Foundation Inc. possible? [message #6948 is a reply to message #6641] |
Fri, 12 November 2004 10:12 |
| Eclipse User |
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Originally posted by: ilias.lazaridis.com
Eric Clayberg wrote:
> Since we're having fun with "realistic" scenarios, here are some more...
[note to readers: this message is essentially a reply to the realistic
scenario "An Open Source Project can at any time ask for licensing fees
for future versions - by simply changing its licensing terms and moving
out the critical mass of core developers".]
[Everything is usefull, really everything. Even this nice message.]
> o Microsoft buys Sun and decides to charge license fees for Java itself.
monopoly.
> o Microsoft buys SAP and RedHat, puts its Clippy developers on the Eclipse
> team and sabotages the project.
looking withing the eclipse project organization, I have sometimes the
feeling that this has already happen [of course they've bought only some
people - it's cheaper and more efficient due to the missing publicity].
> o The Eclipse Foundation decides to refocus Eclipse on being the best
> platform for rmaking GameBoy games.
Isn't this already a goal?
It should be - think of it.
> o Ontario secedes from Canada and nationalizes the Eclipse Foundation. Mike
> M. is appointed Minister of Eclipse.
Does the Eclipse Foundation mirro e.g. CVS and other project content on
other continents, to ensure smooth continuation of operations?
> o Mike M. trips and spills his latte on the main Eclipse CVS server and the
> entire Eclipse code base is wiped out.
The next 2 days the eclipse servers are moving:
http://eclipse.org/org/press-release/Oct252004migrationcb.ht ml
An accident, the backups are withing the van.
Some backups left back @ibm, but were not tested.
> The paper tape reader is broken, so they can't reload their backups.
A paper tape survives an Electromagnetic Pulse.
A paper tape reader survives, too?
> o A massive earthquake hits the San Francisco peninsula on February 28th.
> The Burlingame Hyatt collapses killing 90% of Eclipse developers worldwide.
Wrong time, wrong place.
In this crazy world, you don't even need a natural event.
> o Eclipse reaches critical mass, becomes self-aware and rebrands itself
> Skynet. You know the rest...
False.
After a research, eclipse injects its self-awareness to NetBeans.
jetclipse illuminates.
> Are you quaking in your boots yet? Anyone else have any interesting
> scenarios to consider?
Humanity - This Wonderful Desaster.
..
--
http://lazaridis.com
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| Re: Overtaker of Eclipse Foundation Inc. possible? [message #6971 is a reply to message #6659] |
Fri, 12 November 2004 10:24 |
| Eclipse User |
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Originally posted by: ilias.lazaridis.com
Joerg von Frantzius wrote:
> I really liked the one about nationalization of the Eclipse
> foundation... :-))
>
> Ha ha ha ... ah?! Oh! No! I can sense approaching of an intelligent
> entity surrounded by a massive humour-resilient force-field! It'll
> probably materialize its dark energies in a response to your article, as
> no answer can be be left standing alone in one of ITS threads!
>
> RUN FOR COVER!
Come back after a few time (3 days, 3 weeks or 3 months) and review this
thread again.
..
--
http://lazaridis.com
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| Re: Overtaker of Eclipse Foundation Inc. possible? [message #7084 is a reply to message #7065] |
Sat, 13 November 2004 19:32 |
| Eclipse User |
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Originally posted by: ilias.lazaridis.com
WebMaster wrote:
>>> o Mike M. trips and spills his latte on the main Eclipse CVS server
>>> and the
>>> entire Eclipse code base is wiped out.
>>
>> The next 2 days the eclipse servers are moving:
>>
>> http://eclipse.org/org/press-release/Oct252004migrationcb.ht ml
>>
>> An accident, the backups are withing the van.
>>
>> Some backups left back @ibm, but were not tested.
>
> Full server backups with verification will be performed with the servers
> offline tonight, from 10:00pm. The backup media and equipment used for
> this full backup *will not* be shipped to the new location, as backup
> equipment is already in place at the new location.
I am sure that everything is within professional hands, and that the
migration will close fine.
Happy reconnection!
..
--
http://lazaridis.com
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