| [general-assembly-voting-members] Your action is required: General Assembly vote to approve revisions to the Eclipse Foundation Bylaws |
All, tl;dr - This email is being sent to you as the Eclipse Foundation member representative for your organisation. We are asking you to complete the attached proxy form to vote on approval of the revisions to the Eclipse Foundation Bylaws. We have attached the proxy form, or if preferred, we have also created a link to the proxy form via DropboxSign (link is here) - you can follow this link directly to sign the proxy. The proxy form must be completed no later than 15 October. An information session is being held via Zoom on Tuesday, 23 September starting at 14:30 CEST as described below. The Zoom link is here. Full details As noted in the separate convening notice I sent late last week to the General Assembly (GA), we are seeking GA approval of the revised Eclipse Foundation Bylaws. These revisions were approved by the Board earlier this year, and now require the approval of the voting membership before they take effect. PLEASE NOTE: these revisions of the Bylaws are to be approved at a physical (i.e., in-person only) meeting of the General Assembly. Rather than attend in person or vote by electronic ballot, all voting members are asked to assign their proxy vote to the notary in advance of the meeting. That is, while there is a formal meeting of the General Assembly being held, it is expected that all voting members will be represented via proxy rather than attending in person or voting electronically in advance. The formal meeting is scheduled for 20 October 2025 at 16:00 and will be held at the office of notary Berquin, located at Avenue Lloyd George 11 1000 Brussels. While we are asking you to vote via proxy, you are also welcome to attend the meeting in person. However, no online participation is possible in this particular meeting in keeping with the Belgian rules for physical on-site meetings. We recognize this process is very different from our ordinary business process where GA meetings are held by Zoom and ballots can be cast electronically in advance. The need to use a physical meeting and assign proxies in this case is due to the additional scrutiny required to enact changes to Bylaws, and in particular, that the physical meeting must be attended to by a licensed notary, and the requirements for validation of each member’s ballot are higher. Proxy Vote Attached is a proxy form that includes all agenda items and proposed resolutions. Note that the proxy must be initialled on each page as well as dated and signed on the last page. The form can be signed by you or someone designated within your organisation with authority to represent your organisation. The proxy form can be completed in one of two ways: a) It is available for verified electronic signature via DropBox Sign. The direct link can be reached at https://app.hellosign.com/s/GiIXbtiC. Simply click the link, fill in your email address, and the document will be sent directly to you (or your designate). Once completed, we will confirm that we have received your form via email. b) I have also attached a fillable PDF version of the proxy form. You can either complete it digitally including adding your digital signature, or you can print, complete, and scan it if you prefer. In either case, please return it to us at secretary@xxxxxxxxxxxxxxxxxxxxxx. This proxy form is the sole means for voting on the Bylaws (other than attending in person in Brussels). It must be completed at the latest by 15 October 22:00 CEST, so please complete this proxy form as soon as possible. Please reach out if you require help or have questions. Amended Bylaws documents I have attached a copy of the redline and clean version of the revised Bylaws for your review. These are the same versions as were attached to the convening notice sent to all members. As a reminder, the Bylaws are provided in both French and English. I have also attached the convening notice for convenience. Member Information Session As noted in the convening notice sent to all members, we will be holding an information session explaining the revisions on Tuesday, 23 September at 14:30 - 15:30 via Zoom: https://eclipse.zoom.us/j/86539848913?jst=3 All are welcome. We will also make a recording of the session available to members immediately after the call. As is the case for all General Assembly decisions, we must receive votes from a minimum of one-third (⅓) of the voting members to consider the vote as having been valid (where ⅓ is the number of voting members who must attend the meeting by proxy to achieve quorum). The actual approval of the revisions to the Bylaws requires a favourable vote of a minimum of two-thirds (⅔) super majority for the revisions to be adopted. On behalf of the Board and Mike Milinkovich, our Executive Director, we appreciate your support in making these important updates to the Bylaws. As Mike stated when the topic was first discussed by the Board, “Eclipse Foundation has been and remains committed to ensuring our governance policies and processes remain current and effective; updating our Bylaws periodically is a critical component of that commitment.” Please feel free to reach out to us directly if you have any questions about the proposed revisions, the proxy form itself, or any other questions regarding the process. Thanks Paul ============= Paul White Secretary/Treasurer | Eclipse Foundation AISBL paul.white@xxxxxxxxxxxxxxxxxxxxxx Rond Point Schuman 11 Brussels 1040 Belgium |
Attachment:
Eclipse Foundation - Proxy Form.pdf
Description: Adobe PDF document
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A1 - 2025 EF AISBL Bylaw Modifications FR - redline.pdf
Description: Adobe PDF document
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A2 - 2025 EF AISBL Bylaw Modifications EN - redline.pdf
Description: Adobe PDF document
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A3 - 2025 EF AISBL Bylaw Modifications FR - clean.pdf
Description: Adobe PDF document
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A4 - 2025 EF AISBL Bylaws Modifications EN - clean.pdf
Description: Adobe PDF document
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2025 Eclipse Foundation AISBL EGA Convening Notice.pdf
Description: Adobe PDF document