[Foundation-l] Re: Outsiders on the Board? (was Re: Poll for Wikistandards)

Anthony DiPierro wikilegal at inbox.org
Thu Feb 2 00:25:42 UTC 2006

On 2/1/06, Anthere <Anthere9 at yahoo.com> wrote:
> Anthony DiPierro wrote:
> > It seems to me that he is basically right.  The doctrine is
> > [[respondeat superior]], and it typically applies only to people
> > working in an official capacity.
> >
> > Anthony
> I looked at the article [[respondeat superior]]. It typically applies
> only to people in a relationship of employer/employee.
> "is a legal doctrine which states that an employer is responsible for
> employee actions performed within the course of the employment."
> The problem is that there are only two people in that type of situation.
> Others are not a relationship of employer/employee. Neither the board
> members, nor the officers (except possibly Danny, but he is not employed
>   as an officer).
> So, I am not sure how this doctrine exactly applies to us.

Well, you're probably right.  I thought this discussion was more
focussed on potential future outsiders.  Outsiders of course are going
to want to be compensated, and most likely in an employer/employee
relationship in terms of officers.

All that said, within the US volunteer officers are likely protected
under the Volunteer Protection Act of 1997.  But, of course, you and
many officers/board members aren't in the US.  I don't know very much
about non-US jurisdictions (I believe the doctrine of respondeat
superior does exist in a broad range of jurisdictions though).

When it comes to directors (which I would term as different from
"officers", though some people may be both, for instance Jimbo is
President (an officer position) and Director, the liability
limitations can even vary somewhat drastically from state to state. 
Florida is not a very popular place for incorporation, and there isn't
nearly as much case law as there is in for instance Delaware or

> Now, what I think bother Gerard is this : what if a volunteer answers in
> OTRS and does so in the name of the Foundation, even though he has
> received no authority/delegation to do so? Will he be protected ?
> Probably not. He is even liable to the Foundation and should the
> Foundation be threatened by the answer given by the volunteer, the
> Foundation could indeed defend itself by suing the volunteer. In that
> sense, yes, the volunteer is *less* protected than the board
> member/officer. But here, I think the volunteer must use common sense
> and not "imply" he is talking in the name of the Foundation when he is
> not. Or if he does so, it is best he be careful of his answer.
Yeah, I have no idea.  I thought y'all were talking about something
completely different, really :).  I should probably just bow out of
this one.


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