Thank you Philippe for this interesting and more extensive overview of
this point.
Don't we have a list or a portal where we could also gather feedback
from expert on this legal field?
Le 26/01/2017 à 22:14, Philippe Verdy a écrit :
I don't think that this internal name has any
legal binding, only the
name of the WMF as a whole is legally bound (plus additional
translations if they have been registered by the WMF as reserved
brands). The generic legal term is independant of the existence of the
WMF itself and would apply to other organizations. Locally, it may
still have translations even if it works according to a legal
definition. So it does not matter for example if we have
"foundations", "associations" for non-profit organizations (but
generally to benefit from tax-exemptions and accept donations, those
organizations need some legal accounting and will be incorportated in
the US
In Europe this is not necessary, associations work as non-profit and
may accept donations and benefit from tax-exmpotion provided they have
a reliable accounting, and most of them will have their accounting
certified by an external auditor, generally a commerical company or
certified professional; there are a few other requirements for
tax-exemptions: tracability, social reponsabilities if they emply
people, annual meeting, an elected "bureau", but membership is
generally accessible to everyone, including corporates, and membership
fees are payed depending on status of members but notamlly do not give
excessive voting rights to corporates; if these corporate members have
a majority of votes or someone controls more than 50% of votes, it can
no longer be an association and the organization will have to become a
corporation/company and the association dissolved.
"Foundations" in US are much more relaxed because only one member may
have the full power on it and may provide almost all its working
budget, other members only have a consultative right. These would be
coprorations in Europe and would not be eligible to provide
tax-emptions to donators, unless these donators are gourped in a
separate affiliate where members have some decision and auditing power.
Anyway US is still not officially not a single-language country
(English is not really an official language, it is just used "de
facto" and many places in US accept other languages, notably French,
Spanish, or native Amerindian languages in some areas). So various
federal laws are effectively written origiannly in other languages
(Spanish and French) and were translated only later (but in case of
interpretation conflicts, the original versions are still binding and
prevail). That's why so many contracts, and acts in US are explicitly
stating the language in which it is origianally written, and
explicitly assign a competent court in one specific state. The local
jurisprudence has extablished the equivalences of terms on a case by
case basis by interpreting the acts and contracts and just see if they
were "fair", i.e. not abusive, and clear enough for all contractors
when they were adopted/registered.
English is just used "de facto" at the federal level, but member
states may have other official or working languages, and federal laws
are not directly applicable in states without adoption by them (and
states can still veto some laws voted at federal level, or change
"legal terms"). Effectively the WMF is not really bound to US law but
to the laws of the US state where it is registered and other states
where it has some operations. What is then important is its act of
incorporation in that state, whose language is significant and
prevails in case to conflicts with other languages used and recognized
in the same state.
But legal terms is one thing: for general communication, in documents
that are not contractual or mandated by authorities or applicable
laws, the WMF may still accept to have translations of its internal
bodies and use them, because it will help better explain its
activities to the world and to contributors. These internal boeies
anyway are not trademarks and cannot be reserved for exclusive use by
the WMF.
2017-01-26 21:14 GMT+01:00 Gregory Varnum <greg.varnum(a)gmail.com
<mailto:greg.varnum@gmail.com>>:
I will also share - from Affiliations Committee experience - that
many affiliates use “Board of Directors” based language - but are
still making an effort to in general mimic basic WMF nonprofit
legal values (although not exact Board selection process, to be fair).
-greg
On Jan 26, 2017, at 3:12 PM, Gregory Varnum
<greg.varnum(a)gmail.com <mailto:greg.varnum@gmail.com>> wrote:
I too am not a lawyer, however, having been involved with a lot
of nonprofit
governance, I think that for these purposes, in other
languages, yes - "Board of Trustees” and “Board of Directors” are
basically interchangeable. The selection of words is usually a
stylistic or homage based reason more than a legal distinction.
That is not always the case, and when available, I recommend using
“Board of Trustees” - but if there’s a language issue presented by
this, I think "Board of Directors" is a reasonable substitute to
base a translation on. Again, I say that not being with Legal and
not as an official WMF recommendation, just my own personal two
cents. :)
-greg
> On Jan 26, 2017, at 3:07 PM, Guillaume Paumier
<gpaumier(a)wikimedia.org
<mailto:gpaumier@wikimedia.org>> wrote:
>
> Hello,
>
> 2017-01-26 9:38 GMT-08:00 Lena Traer <ltraer(a)wikimedia.org
<mailto:ltraer@wikimedia.org>>:
>>
>> Would you say that the Board of Trustees at WMF has the same
role as
the
>> traditional Board of Directors? If that
is the case, "Conseil
>> d'administration" likely is most appropriate translation.
>>
>> In Russian, the "board" is also translated as "council".
However, "Board of
>> Directors" and "Board of
Trustees" translate slightly
differently. I think
>> non-profit organizations are likely to
use "Board of Trustees"
whereas
>> for-profit corporations use "Board
of Directors".
>
> I'm not very familiar with the legal intricacies of the different
> kinds of Boards. To be completely accurate, the best term would
> probably be the English one ("Board of Trustees"), simply
because it
> has an official definition in a specific
geography and doesn't
have an
> exact equivalent in other locales. But for
the reasons given by
> Matthieu, it's generally better to try and find the closest
> approximation.
>
> In France, both non-profit organizations and for-profit
organizations
> can have a "Conseil
d'administration". It's also the French phrase
> we've been using on the Foundation's website since 2004
(although
the
> page hasn't been kept up-to-date with
changes in Board members
> recently):
https://wikimediafoundation.org/wiki/Conseil_d%27administration
<https://wikimediafoundation.org/wiki/Conseil_d%27administration>
>
> Hope this helps :)
>
> --
> Guillaume Paumier
>
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