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| <td align=left width="72%"> <font class=indextop> eclipse.org bylaws</font> |
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| <font class=indexsub> the open community driving the eclipse platform</font> </td> |
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| bylaws</font></b></td> |
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| <h3>1.0	Membership in Eclipse.org</h3> |
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| <P>Members are those persons or entities who can make substantial contributions in terms of time, technology, knowledge, or industry expertise to Eclipse.org and share in the Eclipse.org vision. That vision is to create an open platform for tool integration ("Code Base") built by an open community of tool providers, operating under an open source model, with a Common Public License that grants royalty free and world wide re-distribution rights in the Code Base. Members will be extended additional privileges in Eclipse.org not available to the general community. </P> |
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| <P>To be a Member, the person or entity must complete a written membership application in such form as shall be adopted by the Eclipse.org Board (the "Board"). The nomination and content of the membership application must be included in a notice to the Stewards, at least ten (10) days prior to any vote on the applicant's admission, which notice may be by electronic means. Members are approved for admission by a two-thirds (2/3) majority of all existing Stewards. Membership shall only become effective once the applicant has executed the Membership Agreement in such form as shall be adopted by the Board.</P> |
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| <h3>2.0	Eclipse.org Board</h3> |
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| <P>The Board shall be comprised of Stewards, a Chairperson, a Secretary, Project Leaders , and Associates. The Board shall be responsible for establishing the policies and practices of Eclipse.org. The Board shall have no authority to bind or make obligations on behalf of the Members.</P> |
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| <h4>2.1	Stewards</h4> |
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| <P>Stewards are nominated by the Members in accordance with the Membership Agreement and shall be approved for admission to the Board by a majority of the existing Stewards. Each Member shall be represented by one (1) Steward as defined in the Membership Agreement. </P> |
| <P>Stewards shall serve for a term of two (2) years. At the end of this term, the individual may be nominated again or the Member may nominate a new individual.</P> |
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| <P>A Member may withdraw their Steward at their discretion at any time by written notice to the Secretary or Chairperson. The Member may then put forward a nomination for a new Steward.</P> |
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| <P>A Steward can withdraw from the Board at any time by written notice to the Secretary or Chairperson.</P> |
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| <P>Stewards have responsibility for establishing the policies and practices of Eclipse.org . The Stewards review and approve technical and operational plans.</P> |
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| <P>The right of a Steward to cast a vote at meetings of the Board may be suspended by a two-thirds (2/3) majority vote and resolution of all remaining Stewards if the Board concludes that the Member which the Steward is representing has failed to honor promises of support or resources.</P> |
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| <h4>2.2	Associates</h4> |
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| <P>Associates shall be nominated by, and approved by a majority vote of, the Stewards and shall represent areas of technical, academic, or business disciplines complimentary to the Eclipse.org vision. Associates may participate in meetings and deliberations of the Board but are not entitled to a vote at those meetings unless the Associate is also a Steward.</P> |
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| <P>Associates shall serve for a term of one (1) year. At the end of this term, the individual may be nominated again.</P> |
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| <P>Associates serve at the pleasure of the Stewards and can be removed at any time by majority vote of the Stewards.</P> |
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| <P>An Associate can withdraw from the Board at any time by written notice to the Secretary or Chairperson.</P> |
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| <h4>2.3	Project Leaders</h4> |
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| <P>Project Leaders are nominated by, and approved by a majority vote of, the Stewards to manage projects. Project Leaders may participate in meetings and deliberations of the Board. Project Leaders are not entitled to a vote unless the Project Leader is also a Steward.</P> |
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| <P>A Project Leader can withdraw from the Board at any time by written notice to the Secretary or Chairperson. However, a Project Leader who withdraws from the Board must also withdraw as chairperson of the Project Management Committee they were leading.</P> |
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| <h4>2.4	Chairperson</h4> |
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| <P>A Chairperson for the Board shall be nominated by one or more of the Stewards and shall be appointed by majority vote of all existing Stewards. The Chairperson shall have the rights and responsibilities defined herein. The Chairperson shall participate in meetings and deliberations of the Board. The Chairperson shall be entitled to cast a single vote where there is a tie among the Stewards. Under no other circumstances is the Chairperson entitled to a vote except to break a tie. The Chairperson may not be a Steward.</P> |
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| <P>The Chairperson shall preside over all meetings of the Board and at the Annual Developers Meeting. The Chairperson shall lead the Executive Committee. The Chairperson, or his/her designate, shall act as the official spokesperson for Eclipse.org. The Chairperson shall have responsibility for general and active management of the affairs of eclipse.org. The Chairperson shall perform such other duties and responsibilities as defined by the Board from time to time.</P> |
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| <P>The Chairperson shall serve for a term of two (2) years. At the end of this term, the individual may be nominated again or the Stewards can nominate a new individual.</P> |
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| <P>The Chairperson serves at the pleasure of the Stewards and can be removed at any time by a majority vote of all existing Stewards</P> |
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| <P>The Chairperson can withdraw from the Board at any time by written notice to the Secretary.</P> |
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| <h4>2.5	Secretary</h4> |
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| <P>A Secretary for the Board shall be nominated by one or more of the Stewards and shall be appointed by majority vote of the Stewards. The Secretary shall have the rights and responsibilities defined herein. The Secretary shall participate in meetings and deliberations of the Board. The Secretary shall not be entitled to a vote unless the Secretary is also a Steward.</P> |
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| <P>The Secretary shall keep accurate records of proceedings of all meetings of the Board. The Secretary shall give all notices required by these Bylaws and the Membership Agreement. The Secretary shall have general charge of the membership records of Eclipse.org and shall keep a record of the Members showing the name, address, telephone number, facsimile number and electronic mail address of each Board participant. The Secretary shall sign such instruments as may require his or her signature and, in general, shall perform all duties as may be assigned to him or her from time to time by the Chairperson. </P> |
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| <P>The Secretary shall serve for a term of two (2) years. At the end of this term, the individual may be nominated again or the Stewards can nominate a new individual.</P> |
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| <P>The Secretary serves at the pleasure of the Stewards and can be removed at any time by majority vote of all existing Stewards</P> |
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| <P>The Secretary can withdraw from the Board at any time by written notice to the Chairperson.</P> |
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| <h3>3.0	Meetings of the Board</h3> |
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| <h4>3.1	Place of Meetings. </h4> |
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| <P>Meetings of the Board shall be held at such place and time as designated by the Chairperson. Meetings may be held in person or electronically.</P> |
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| <h4>3.2	Annual General Meeting. </h4> |
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| <P>A meeting of the Stewards shall be held annually at such time as the Chairperson may determine which shall be not more than fifteen (15) months after the date of the last annual general meeting, at which annual general meeting the Stewards shall, in years where there is an expiration of term, elect a Chairperson and Secretary and conduct other deliberations. </P> |
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| <h4>3.3	Regular and / or Special Meetings. </h4> |
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| <P>Regular and / or special meetings of the Board shall be held when directed by the Chairperson or when requested in writing by not less than twenty-five percent (25%) of all Stewards entitled to vote at the meeting. The call for the meeting shall be issued by the Secretary, unless the Chairperson or Stewards requesting the meeting shall designate another person to do so.</P> |
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| <h4>3.4	Notice. </h4> |
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| <P>Written notice stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five (5) nor more than sixty (60) days before the date of the meeting. Such notice may be given by email to the email address of record for the Board member. </P> |
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| <h4>3.5	Record of Stewards Having Voting Rights. </h4> |
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| <P>The Secretary shall prepare and make, at least ten (10) days before each meeting (five (5) days in the case of Special Meetings) of the Board, a complete list of the Stewards entitled to vote at such meeting, arranged in alphabetical order, and showing the name, address, telephone number, facsimile number and electronic mail address of each Steward.</P> |
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| <h4>3.6	Minutes </h4> |
| <P>The Secretary shall post the minutes of the Board to the Eclipse.org web site within 60 days of the Board meeting.</P> |
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| <h4>3.7	Quorum </h4> |
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| <P>Except as otherwise required by these Bylaws or the Membership Agreement, one-third (1/3) of the Stewards entitled to vote, represented in person, or through registered electronic means, shall constitute a quorum at a Board meeting. If a quorum is present, the affirmative vote of a majority of the Stewards represented at the meeting and entitled to vote on the subject matter shall be the act of the Stewards, unless the vote of a greater number is required by the Membership Agreement or by these Bylaws.</P> |
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| <h4>3.8	Voting.</h4> |
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| <P>Each Steward shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of the Stewards, except as may otherwise be provided in the Membership Agreement. A Steward may vote either in person or electronically by email sent from the Stewards registered electronic mail address. A Steward cannot delegate this voting responsibility.</P> |
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| <h3>4.0	Committees</h3> |
| <h4>4.1	Project Management Committees. </h4> |
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| <P>The Stewards may, by majority vote and resolution, establish one or more projects which shall include the adoption of a charter for the project and the appointment of a Project Leader. The Project Leader shall establish and act as chairperson for a Project Management Committee. </P> |
| <P>Each Project Management Committee shall be responsible for the active management of one project identified by resolution of the Stewards which may include, without limitation, the creation or maintenance of "open-source" software for distribution to the public under the Common Public License. Subject to the direction of the Stewards, the chairperson of each Project Management Committee shall be primarily responsible for the project managed by such committee, and he or she shall establish rules and procedures for the day-to-day management of the project (and any sub-projects) for which the committee is responsible.</P> |
| <P>The Stewards may, by majority vote and resolution, terminate a Project at any time. The Stewards may, by majority vote and resolution, replace a Project Leader or the entire Project Management Committee.</P> |
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| <h4>4.2	Executive Committee</h4> |
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| <P>The Stewards may, by majority vote and resolution, establish an Executive Committee consisting of the Chairperson, the Project Leaders, and one or more other persons as necessary and appropriate. The Chairperson shall serve as the chairperson for the Executive Committee and may appoint other members to the Executive Committee, as the Chairperson deems necessary and appropriate.</P> |
| <P>The Executive Committee will represent the working team for the day-to-day operations of Eclipse.org. The Stewards would specify the specific roles, responsibilities, authorities, and restrictions of the Executive Committee by majority vote and resolution at the time the Executive Committee is established. The Executive Committee is not empowered with those responsibilities that require specific performance by the Stewards under the Membership Agreement or under these Bylaws.</P> |
| <P>The Executive Committee shall continue until such time as it is terminated. The Stewards of Eclipse.org may, by majority vote and resolution, terminate the Executive Committee at any time.</P> |
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| <h4>4.3	Other Committees</h4> |
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| <P>The Stewards may, by majority vote and resolution, establish such other committees, as necessary and appropriate.</P> |
| <P>The Stewards would specify the purpose, scope, roles, responsibilities, authorities, and restrictions of the committee by majority vote and resolution at the time the committee is established. The committee is not empowered with those responsibilities that require specific performance by the Stewards under the Membership Agreement or under these Bylaws.</P> |
| <P>The other committee(s) shall continue for the time determined by the Stewards at the time the committee was established or until otherwise terminated by the Stewards. The Stewards may, by majority vote and resolution, terminate the other committee(s) at any time.</P> |
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| <h3>5.0	Annual Developers Conference</h3> |
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| <h4>5.1	Purpose</h4> |
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| <P>The purpose of the Annual Developers Conference is to provide an opportunity for developers of the Code Base and tools built on the Code Base to convene and discuss common interests and issues related to the projects of Eclipse.org. </P> |
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| <h4>5.2	Place and Time of the Conference</h4> |
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| <P>The Annual Developers Conference will be held at such time and place as designated by the Board. The conference may be held electronically.</P> |
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| <h4>5.3	Notice of the Annual Developers Conference</h4> |
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| <P>Notice of the Annual Developers Conference shall be sent by electronic mail to those persons with email addresses registered with Eclipse.org who have consented to receive such information. The notice shall also be posted on the Eclipse.org web site.</P> |
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| <h3>6.0	Amendment</h3> |
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| <P>These Bylaws may be altered, amended, repealed, or replaced by vote and resolution approved by two-thirds (2/3) of the Stewards. No alteration, amendment or repeal of these Bylaws shall be effective unless and until the Secretary attempts, in good faith, to give notice to the Members of such alteration, amendment or repeal at least fifteen (15) days prior to the effective date of such alteration, amendment or repeal, which notice may be by electronic means. Any such Amendments shall be prospective only.</P> |
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