Jimbo said
What would be required for the existing Wikimedia Foundation to register as a French nonprofit, or to setup a French affiliate organization.
Yann answered
Set up a French non profit is very simple. You need three people (a president, a secretary and a treasurer), to draft some status (many exemples are available on the Net) and to pay about 25 euros for registration. I have done this already several times.
I think this is not what Jimbo asked. He asked how the currently american foundation could register a "filiale" (related society) in France, so to be able to pay for hosting server, receive donation, purchase domain name.
I think you answered only on how to set a regular foundation, which is different. I think he is looking for information about how setting a "filiale" is possible, not a french organisation. This is the notion of "association �trang�re" where the main part of the society is out of our territory.
What are the legal requirements to do that ?
- special links between this French law
organisation should have with the Wikimedia foundation;
The Wikimedia Foundation owns all rights to the 'Wikimedia' and 'Wikipedia' trademarks, and it is going to be best if this new organization is fully 100% under the control of the parent organization. This does not preclude local organization and control to an extent, but the Wikimedia Foundation must be the decision maker of last resort.
This is necessary to prevent a split in the future that would be bad for the project.
I agree totally with that. It just needs to be mentioned in the status.
I do not think that *just* mentioning it in the status is enough to define an foreign association. Otherwise, the french association and the "foreigh association" would not be legally differently defined. No ?
And the status could mention that you would be ex officio member of the French non profit as the founder of Wikipedia.
That would be nice, but if wikipedia france is not really legally related to wikimedia, I do not think a member will have more weight on it that another.
On the other hand, I am willing to provide one, at my own expense, if it is the consensus of Europeans that it would be a good thing.
The Ouvaton cooperative said that they will provide one.
Jimbo is suggesting that HE (or the foundation) pays for a server for Europe. Are you answering that Ouvaton would donate a server to the french association ? Or that Ouvato would lease one in exchange of a fee?
If wikimedia can provide a server itself, and be the owner of it, rather than doing a location, would not it be best ?
A non profit organisation in France or in Europe could also help to receive tax deductible donations and to ease money transfers.
Yes. I would imagine that it's not that difficult to setup an affiliate organization there.
In the U.S., we have Alex who has volunteered to act for free as our lawyer, and he is helping me finalize all the bylaws for the US organization.
Will donations made to a french association, transferred to an american one, tax deductible in the US ?
Can you help me look for a French or European lawyer who can do the same over there?
Yes, I can, but it is usually not necessary to set up a French non profit.
Please do Yann. It is not setting up an association that is difficult, it is to set up the relationship with the main one that is.
It would be nice to know how the huge ngos for example do in this kind of situation.
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Perhaps it is not a question of setting up a new organization, but merely registering Wikimedia in France as a foreign corporation so that someone in France or some other EU jurisdiction can act for Wikimedia (i.e. basically be the local agent for Wikimedia)? This would be a Wikimedia "branch". Isn't "branch" an accurate translation of "filiale"?
Here in the US there are provisions in state law that allow "foreign not-for-profit corporations" to conduct business in the US under the law. I don't have time to do full research right now, but I can't imagine that it is not possible for a foreign corp. to conduct business in at least certain European jurisdictions such as Great Britain. http://ws2.companieshouse.gov.uk/ias/company_names_-_english.html
Here is the example from the Not for Profit corporation law of New York state that allows foreign corporations to act and register in New York state:
§ 1301. Authorization of foreign corporations. (a) A foreign corporation shall not conduct activities in this state until it has been authorized to do so as provided in this article. A foreign corporation may be authorized to conduct in this state any activities which may be conducted lawfully in this state by a domestic corporation, to the extent that it is authorized to conduct such activities in the jurisdiction of its incorporation, but no other activities. (b) Without excluding other acts which may not constitute conducting activities in this state, a foreign corporation shall not be considered to be conducting activities in this state, for the purposes of this chapter, by reason of doing in this state any one or more of the following acts: (1) Maintaining or defending any action or proceeding, whether judicial, administrative, arbitrative or otherwise, or effecting settlement thereof or the settlement of claims or disputes. (2) Holding meetings of its directors or its members. (3) Maintaining bank accounts. (4) Maintaining offices or agencies only for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities. (5) Granting funds. (6) Distributing information to its members. (c) The specification in paragraph (b) does not establish a standard for activities which may subject a foreign corporation to service of process under this chapter or any other statute of this state. (d) A foreign corporation whose corporate name is not acceptable for authorization pursuant to sections 301 and 302 of this chapter, may submit in its application for authority pursuant to section thirteen hundred four of this chapter, a fictitious name under which it shall do business in this state. A fictitious name submitted pursuant to this section shall be subject to the provisions of subparagraphs 2 through 9 of paragraph (a) of section 301 and section 302 of this chapter. A foreign corporation authorized to conduct activities in this state under a fictitious name pursuant to this section, shall use such fictitious name in all of its dealings with the secretary of state and in the conduct of its activities in this state. The provisions of section one hundred thirty of the general business law shall not apply to any fictitious name filed by a foreign corporation pursuant to this section.
Perhaps someone can review the French law and find out what is necessary to make such a registration in France.
NB Wikimedia Foundation Inc. is not an "association" but a company or corporation under the definitions commonly used in most jurisdictions.
Alex756
----- Original Message ----- From: "Anthere" anthere6@yahoo.com To: wikifr-l@wikipedia.org; wikipedia-l@wikipedia.org Sent: Wednesday, November 12, 2003 1:51 AM Subject: [Wikipedia-l] precisions in translation
Jimbo said
What would be required for the existing Wikimedia Foundation to register as a French nonprofit, or to setup a French affiliate organization.
Yann answered
Set up a French non profit is very simple. You need three people (a president, a secretary and a treasurer), to draft some
status
(many exemples are available on the Net) and to pay about 25 euros for registration. I have done this already several times.
I think this is not what Jimbo asked. He asked how the currently american foundation could register a "filiale" (related society) in France, so to be able to pay for hosting server, receive donation, purchase domain name.
I think you answered only on how to set a regular foundation, which is different. I think he is looking for information about how setting a "filiale" is possible, not a french organisation. This is the notion of "association étrangère" where the main part of the society is out of our territory.
What are the legal requirements to do that ?
Hi,
Perhaps it is not a question of setting up a new organization, but merely registering Wikimedia in France as a foreign corporation so that someone in France or some other EU jurisdiction can act for Wikimedia (i.e. basically be the local agent for Wikimedia)? This would be a Wikimedia "branch". Isn't "branch" an accurate translation of "filiale"?
In French law, there is not such think as a non profit "foreign organisation".
Perhaps someone can review the French law and find out what is necessary to make such a registration in France.
Just set up a French non profit organisation according to the law of July 1901, called in French "association loi de 1901", and add in the status the required articles. The law of July 1901 is very broad. You can make any kind of non profit organisation within this law (sport, cultural, social, humanitarian, etc., at any level: local, national and international). There is no other law regarding non profit organisation.
For example, the "Fondation de France", the biggest foundation in France is set up under this law. Same for "Médecins sans Frontières" (French Doctors).
NB Wikimedia Foundation Inc. is not an "association" but a company or corporation under the definitions commonly used in most jurisdictions.
Alex756
Yann
From: "Anthere" anthere6@yahoo.com
Jimbo said
What would be required for the existing Wikimedia Foundation to register as a French nonprofit, or to setup a French affiliate organization.
In the spirit of comparative law and trying to determine a general paradigm for the development of international Wikimedia Foundation branches I've checked the laws in England and it is not possible to use a foreign not-for-profit corporation as a charity within England. http://www.charity-commission.gov.uk/registration/default.asp It must be set up as a local charity.
So while Wikimedia could register an office as a "company" under the Companies Act 1985, it would not be a charity. It could operate a server then in England, or establish an office there that would be under direct control of Wikimedia. Regarding the soliciting of funds, however, in England, at least, it would be necessary to set up a separate corporation, trust, or association and apply to the Charities Commission to register that Charity (note that they have a £ 1,000 minimum requirement, i.e. a charity that only raises one thousand pounds per year does not need to be registered similar to the US IRS $5,000 per year minimum).
It would seem to me that the general paradigm is either, register as a foreign charity (where possible) or create a local entity that is contractually bound to Wikimedia (i.e. trademarks, compliance with GFDL, etc.) and the local organization will have some contract with Wikimedia regarding payments, etc. Some discretion will have to be placed in the hands of the trustees of such a local entity.
It would be nice to know how the huge ngos for example do in this kind of situation.
Perhaps there can also be a Wikimedia International that becomes an umbrella organization for all local Wikimedia Foundations? I have seen this done by more than a few international organizations, they have a local branch such as Oxfam GB, Oxfam USA, Oxfam France, and then there is also a Oxfam International. They all have the same principles in their charters but local trustees (directors) to supervise the activities of the charity in the local jurisdiction including making payments to help support the international entity.
Alex756
Alex said:
Perhaps there can also be a Wikimedia International that becomes an umbrella organization for all local Wikimedia Foundations? I have seen this done by more than a few international organizations, they have a local branch such as Oxfam GB, Oxfam USA, Oxfam France, and then there is also a Oxfam International. They all have the same principles in their charters but local trustees (directors) to supervise the activities of the charity in the local jurisdiction including making payments to help support the international entity.
Alex756
That's probably possible, but is it necessary? Even if we did that, the seperate branches for different countries would be, for the most part, symbolic, since there have been no physical gatherings of wikipedians (except for a small esperanto one, possibly a few others, but nothing of note). IMHO, it wouldn't be worth the effort (and the capital for setting it up) just for the tax deduction. AFAICT, it is perfectly legal to give to unrecognized non-profits. Are there some other benefits besides tax decuctions that come with legally recognized non-profits? LDan
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