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

[Kelly Martin]

On 4/18/07, Ray Saintonge <saintonge at telus.net> wrote:
> If WMF were to go bust, I don't see how its permissions would be
> relevant any longer.  If this were a part of a bankruptcy, I can imagine
> that a bankruptcy trustee might want to treat it as an asset.  A clause
> in the agreements providing that in the event of dissolution or other
> alienation of WMF, all duly incorporated chapters would become soul
> legal successors in their respective countries.
>
> I don't think that IRS approval would matter except to a US chapter if
> one did exist.  These new operations would be in several different
> countries where there is no obligation to follow IRS rules.

Absent some sort of protective trust arrangement, in the event of a
business failure of the WMF, the Wikipedia and Wikimedia trademarks,
including the logos and the domain name, go on the auction block to
satisfy creditors.  It is unlikely that the purchasers of those items
will agree to license them to the chapters, and equally unlikely that
the chapters will be able to outbid the open market for them (maybe
for Wikimedia, but not a chance in hell for Wikipedia).  To the best
of my knowledge, there is no way to designate different successors in
different countries; while international law is complicated and it
might be possible to craft something that would yield such a result, I
doubt that anyone currently involved with the Foundation is
sufficiently gifted in international law to pull that off.

Furthermore, as those marks have been legally dedicated to a public
purpose in the United States, they cannot be transferred to a foreign
corporation except with the prior approval of the IRS.  So even if
they are transferred to another charitable entity in the United
States, the surviving chapters in these other countries will still
have to negotiate with whomever the US successor is in order to obtain
licenses to use the marks.

Kelly