[Foundation-l] governance

Jeff V. Merkey jmerkey at wolfmountaingroup.com
Wed Apr 11 18:11:04 UTC 2007

Florence Devouard wrote:

>Thomas Dalton wrote:
>>>My comments are based on several factors, and the laws related to how US
>>>entities are run not the least of them. Suffice to say that large financial
>>>contributors will be less than impressed with public debates about board
>>>disagreements. It just sends the wrong message
>>>and can be misinterpreted by casual observers. These types of
>>>disagreements and debate are very healthy, but a public forum is
>>>the wrong place to air them.
>>Considering wikipedians elect people to the board, we hold a role
>>similar to that of shareholders of a company. Considered that way,
>>sending such essays to this list is just like the board keeping
>>shareholders informed about what's going on. 
>Right on spot
>That doesn't sound like a
>>problem to me.

Wikimedia is not a "sovereign" in any sense, and its "elections" in the 
digital world have no bearing on the
duties of corporate officers. It is a non-profit corporation based on my 
I would advise that you discuss this with an attorney at some point. 
Having volunteer employees, etc.
and the legal requirements for drawing the lines where corporate matters 
and obligations of confidentiality, etc.

Somewhere there is a requirement of accountability for corporate 
officers, etc. You may be setting up
yourselves and the foundation to significant legal problems operating in 
the US if these requirements are
not adhered to. Here in Utah, under our laws, holding board meetings in 
public and failing to observe
certain requirements of due diligence with corporate matters are 
criminal and cross the line.

Because the Foundation solicits public funds as a charity makes the 
situation even uglier. I cannot find specific
fault with any of these approaches you are taking, just the "slippery 
slope" this whole thing is on may be a sure
path to trouble down the road.

By way of example, a Utah non-profit may NOT solicit public funds EVER 
through stock offering or the offer
of board seats. It's considered as an attempt to "go public" by way of 
example and can result in the officers being
indicted and jailed under Utah State Laws. I do not know how Florida 
Laws work, but IRS requirements and other
issues can lead to trouble.

I would strongly encourage you to discuss some of this with an attorney. 
When you solicit funds form the general
public in the US as a corporate entity, there are strict Federal and 
State laws you must observe.


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