Fwd: [eclipse.org-members-committers] Reminder: Committer and Member Town Hall

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Amelia Eiras

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Aug 26, 2020, 6:50:07 PM8/26/20
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The message below is currently held under moderation ~  +2,100 Eclipse committer mailing list.  The message contains my question & comments about the Foundation moving from the USA not-for-profit to a Belgium entity.   

I recommend anyone who can attend the call to ask related questions. 



---------- Forwarded message ---------
From: Amelia Eiras <aei...@tomitribe.com>
Date: Wed, Aug 26, 2020 at 3:41 PM
Subject: Re: [eclipse.org-members-committers] Reminder: Committer and Member Town Hall
To: Eclipse Membership and Committer List <eclipse.org-mem...@eclipse.org>


Hola Eclipse Committer Community, 

Sadly, I won't be able to attend tomorrow's call, so I am sending my question and the comments below in advance.  Thank you for adding my question as the set of questions to answer during the call.  I see no public agenda welcoming this message, I hope this satisfies the on point message that is needed in this forum when dealing with the topic at hand.  

Non-profit vs For profit ORGs in Belgium is a May 1st, 2020 blog article that matters greatly to help everyone in the Eclipse Community understand the actual impact about the Foundation moving from a Delaware, USA- not-for-profit Foundation to a non-profit foundation in Belgium. It matters if you know about the March 23rd 2019 change of law that affects how Non-profit organisations used to be governed by the act of 1921.  

Article: 
“A private [Belgium] foundation can conduct commercial operations without distinction between principal and ancillary activities (under the law of 1921, the non-profit association could not conduct these activities). However, this difference between the two forms of entities has disappeared with the entry into force of the CAC [introduced on 23 March 2019]. 
Further, and in a similar fashion to the non-profit association, the profits generated by the activities of the foundation must be allocated to the implementation of the aim of the foundation, and not distributed to the founders or directors.“

Question:
Who will guarantee that the Foundation doesn't conduct business as a for-profit using the removal of March 2019 law change? 

See below the actual freedom to run the Foundation as a for profit under the new Belgium law:
Article: 
Although the [Belgium] non-profit association must refrain from distributing profits to its members, it has complete freedom to conduct commercial or industrial operations, whether they are ancillary or not (CAC). This is a drastic modification, as under the law of 1921, non-profit associations were not allowed to conduct industrial or commercial operations.

Thank you for answering this question on the call &/or via public writing that ought to arrive to the +2,100 EF Committers. 




On Wed, Aug 26, 2020 at 11:04 AM Mike Milinkovich <mike.mil...@eclipse-foundation.org> wrote:

All,

I would like to remind you that our member and committer town hall is tomorrow at 13:30 - 15:00 UTC / 9:30 - 11:00 EDT. Please see additional details below.

We are scheduling two membership town hall meetings to explain the details of the Eclipse Foundation's move to Europe and to provide details on the impact and benefits to our members.  These town halls will provide an opportunity for you, as members and committers, to ask any questions you have, and to learn more about the timing and implementation of the move.

We invite all committers, members, their employees and representatives, to join one or both of the town hall meetings. The agenda for both meetings will be the same.

The town halls are scheduled for the following date and times, and with the link to the meetings:

We invite all of you to add these dates to your calendars, and to join us in the discussion.

--

Mike Milinkovich

Executive Director | Eclipse Foundation, Inc.

mike.mil...@eclipse-foundation.org

@mmilinkov

+1.613.220.3223 (m)

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Mike Milinkovich

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Aug 27, 2020, 12:02:08 PM8/27/20
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Amelia,

This post is obviously off-topic for this list. In addition, cross-posting is poor behavior, as is attempting to spam our committer lists. Please stop doing that. As this matter is related to the governance of the Foundation, we would ask you to ask your questions to eclipse...@eclipse.org, and we will be sure to post the information to the appropriate list or FAQ.

For those who are following along, the town hall video is available at: https://youtu.be/ucKo_GI3nYI

There is zero cause for concern here, for the following reasons:

  1. Although as you have described there was a recent change to the law in Belgium, the change that you describe simply brought Belgian law more in line with the USA. In both Belgium and the US the definition of a trade association or business league is defined by the fact that they have no ownership and cannot distribute profits to anyone. It is simply factually incorrect to believe that the Eclipse Foundation was in the past prohibited from profit making activities. However, any profits can only be used to further the nonprofit purposes of the organization. In other words, the scenario described in the article you cite has always applied to the Eclipse Foundation. So there is no change anticipated in the strategy or operations of the Eclipse Foundation. As a minor note, the Eclipse Foundation has had some small profit-making activities for many years, particularly advertising on our website. We pay taxes each year on any profits we make there, and use those profits to further the purposes of the Eclipse Foundation and its community.

  2. As part of our incorporation in Belgium we elected to also have the US law apply to our activities. I.e. our new Belgian Bylaws states:

The Eclipse Foundation shall not directly or indirectly carry on any activities not permitted to be carried on by an association exempt from U.S. federal income tax under Section 501(c)(6) of the U.S. Code.

This single sentence constrains the Eclipse Foundation to continue to operate as it always has. 

  1. The Board of Directors remains the same. The officers remain the same. The staff remain the same. The committer community and leadership remain the same. The core strategies all remain the same. There is no intention on anyone's part to modify the core mission of the Eclipse Foundation.

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