[Foundation-l] what do we do in the event the Foundation fails? - Re: Pol...

Ray Saintonge saintonge at telus.net
Thu Apr 19 03:00:59 UTC 2007

Andrew Gray wrote:

>On 18/04/07, Erik Moeller <erik at wikimedia.org> wrote:
>>On 4/19/07, daniwo59 at aol.com <daniwo59 at aol.com> wrote:
>>>Legal question. Can a DSO for a 501 c 3 be an overseas organization?
>>IANAL, but since it would be a very limited agreement ("In the event
>>of WMF being unable to continue operations for a period of 4 weeks,
>>organization X is given permission to .." - use the brand, user
>>account data, etc.) I don't see why not. It would be not fundamentally
>>different from a trademark use agreement.
>It strikes me that it's only really an interim measure if we have to
>"suspend work" - it would fall apart as soon as the Foundation proper
>does. If the Foundation is sued out of existence, its assets will go
>to its creditors, and the biggest asset of all is the name and the
>goodwill etc.
Unlike the servers, these are intangible assets.  As such the physical 
seizure of the assets would be impossible.  To say that all agreements 
would suddenly become void would be unworkable.  One would presume, that 
these events would reflect situations where the chapters are still 
financially sound.

>It would be a very odd creditor which accepted an old agreement that
>"in the event of us folding we will transfer this outright to such and
>such" as still binding, surely?
The transfer of rights would have taken place long before there was any 
difficulty.  The creditor would have no choice.


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