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

[Anthere]

Gerard Meijssen wrote:
> daniwo59 at aol.com wrote:
> 
>>  
>> In a message dated 1/29/2006 9:05:46 AM Eastern Standard Time,  
>> t.starling at physics.unimelb.edu.au writes:
>>
>> If  Wikimedia needs qualified outside help, it's in operations, not 
>> oversight.  Only an elected board, accountable to the Wikimedia 
>> community, can ensure  that the principles that the community holds 
>> dear are upheld.
>>
>> Some  committees might benefit from the guidance of qualified 
>> outsiders, but the  committees should still be dominated by 
>> volunteers, either selected by a  transparent and fair process with 
>> Board oversight or, as Erik suggests,  with open membership.
>>
>>
>>
>> Actually, as Wikipedia grows it requires help in oversight no less 
>> than it  does in operations. A large organization entails legal and  
>> financial responsibilities. If we are sued, for whatever reason, we 
>> cannot  simply throw another server at the person suing us.  
>> As I understand it, serving on the Board or in some other official  
>> capacity, such as officer, includes legal responsibility, including 
>> liability.  It is not just the ability to make decisions that comes 
>> with a position,  but the willingness to face the consequences. The 
>> issue is not who takes  credit when things go right, but rather, who 
>> takes the blame when something goes  wrong.
>>   
> 
> I am amazed that you suggest that an officer of the Wikimedia Foundation 
> would be personally liable for the work done as an officer. I would 
> expect that an officer of an organisation speaks for the organisation 
> and as a consequence the organisation is liable for the actions of its 
> personnel. Normally someone employed by an organisation is liable only 
> when gross incompetence can be proven or in cases where the law has been 
> violated to an extend where criminal intend can be proven.
> 
> I am sure that someone can and will explain to what extend an employee 
> is personally liable for his actions as an employee of the Wikimedia 
> Foundation.

There has been a confusion made between what is an officer from a legal 
perspective, in an organisation such as Wikimedia Foundation, and the 
titles (eg, press officer) we gave to a few people in the past year.

In the primary definition, "officers" are indeed liable. They receive 
delegations of power from the board, and in case of mistakes in their 
duties or lack of respect of the delegations which were given to them, 
they are liable.

In the secondary definition (ie, the one we have been using for the past 
year), "officers" are essentially titles of recognition/identification. 
They allow the board to have a primary contact for a collection of 
issues, they allow the community to know who to contact and they allow 
the outside (press etc...) to feel that they are talking to someone 
trusted by the board. But, these "titles" do not imply liability per se.
Some of these titles actually contained the word officer (such as Chief 
Technical Officer or Press Officer), while others did not (such as Grant 
Coordinator).

We are in the process of clarifying this.

Finally, the whole issue is independant of whether the person is an 
employee or not I think. Someone may be an employee, with little 
delegation of power, so very limited responsability in front of the law. 
And someone may be a volunteer officer, with liability.

It appears that the main two areas where liability is necessary right 
now, are the financial and the legal areas. However, one of the board 
member has good financial experience, while no board member do have a 
legal background.

an t