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[] Upcoming Vote of the Membership

Dear Eclipse Foundation Members and Committers,

We will soon need your vote on an important matter.

The Eclipse Foundation has been approached by government agencies who intend to join as members and participate in the Foundation’s working groups. These agencies are currently unable to sign our membership agreement because the agreement stipulates New York state as the governing law and their policies preclude them from accepting this stipulation.
On August 11th, we will be asking for your vote on whether the Foundation can offer an agreement modified to enable such government agencies to join as members by amending the governing law in these cases.

As you may recall, any change to our membership agreement requires consent from the members at large.  Therefore, your vote matters a great deal as we must ensure we have an appropriate return of votes to enable us to affect this change.

We have created a short FAQ below to hopefully address any questions you might have.  However, should you have any additional questions or concerns about either this proposed change to our membership agreement or details regarding this vote, please do not hesitate to contact either myself, or Andrew Ross, our Director of Ecosystem Development at andrew.ross@xxxxxxxxxxx.

Best regards, 

Mike Milinkovich

Executive Director

Eclipse Foundation


+1.613.220.3223 (mobile)

FAQ - Membership Vote Regarding Enabling Change in Jurisdiction for Specific New Members

Q. Why is this change to the membership agreement being proposed?

A. Our membership agreement stipulates that it will be interpreted using New York state law.  We now have certain government agencies who would like to join the Foundation as members, but have legal restrictions that preclude them from entering into agreements that are governed certain jurisdictions that include New York state law. We are seeking to enable the Foundation to amend the governing law aspect of the membership agreement for these agencies.

Q. Are there any other changes being proposed to the membership agreement?

A. No, this is the only change required.

Q. Why is a vote required to make this change?

A. The Foundation’s by-laws explicitly state that any change in the membership agreement must be agreed to by a vote of the existing members.

Q. Has the Foundation’s Board of Directors already approved this change?

A. Yes, the Board approved an amendment to accept this change at its meeting in June. However, the change can only be affected through a vote of the members at large. The resolution approved by the Board read as follows:

Resolved, that the Executive Director may create amendments to the Membership Agreement for specific potential new Members which are recognized governmental agencies, to the extent such agency would join The Eclipse Foundation as a Member, but for the fact that they are legally precluded from agreeing to New York State law as the governing law for the Membership Agreement. Such amendments will only apply with respect to that particular governmental agency at issue, will be restricted solely to the choice of law and related procedural issues related to creating an enforceable agreement in the jurisdiction of that agency, and will only be authorized hereunder to the extent specifically required by the law applicable to such governmental agency. In no event wi ll any such amendments relate to any substantive rights or obligations of the parties under the Membership Agreement. The Executive Director will provide the Board with an annual report of any such amended Membership Agreements.

Q. Who is eligible to vote?

A. As defined in our by-laws, each member company is eligible to cast one vote.  In addition, each committer member who is not an employee of a member company is also eligible to cast one vote. Committers who work for a member company are eligible to vote, however, their votes will be collapsed into a single vote.

Q. How do I vote?

A. Ballots will be distributed via on August 11th to all eligible voters, and will contain instructions on how to submit your ballot.  A prompt response would be greatly appreciated.

Q. Why should I bother to vote, as this doesn't affect me or my organization?

A. This change cannot be adopted without the approval of our members, and in order to do that we require a quorum of members to vote.  In short, without your vote, these agencies cannot become members.  And we believe having these agencies as members will have a positive impact on the Foundation, and their contributions to our community will be beneficial to all of us.

Mike Milinkovich
+1.613.220.3223 (mobile)

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