[Foundation-l] Future Board election procedures and guidelines

[Michael Snow]

Stephen Bain wrote:
> On 7/19/07, Alison Wheeler <wikimedia at alisonwheeler.com> wrote:
>> On Wed, July 18, 2007 15:52, GerardM wrote:
>> > It is not even true that a board member could not be paid a
>> > salary because otherwise the legal entity is an for profit 
>> organisation.
>>
>> OK, I might have slightly muddied the two points there in the way I 
>> worded
>> my point, but to clarify: in the UK (and, no doubt, some other
>> jurisdictions) it is not permissible to pay the board member of a
>> non-profit / charitable organisation for their being a board member,
>> whereas with a 'for profit' organisation this would be normal.
> That's correct, you can't pay a board member for being a board member,
> since (in just about every case) the board are the non-profit
> corporation equivalent of shareholders in a for-profit corporation.
A board is not a nonprofit corporation equivalent of shareholders in a 
for-profit corporation. The equivalent to shareholders would be members, 
of which the Wikimedia Foundation doesn't currently have any, or perhaps 
failing that, donors in some sense. The for-profit corporation 
equivalent to a nonprofit corporation's board is - surprise, surprise - 
the board of the for-profit corporation.

I don't see what the comparison to shareholders has to do with the issue 
anyway. A for-profit corporation can certainly pay shareholders for 
being shareholders. It's called a dividend, or a distribution, which is 
one of the things that absolutely distinguishes a for-profit corporation 
from a nonprofit.

--Michael Snow