[Foundation-l] Future Board election procedures and guidelines

[Jussi-Ville Heiskanen]

On 7/20/07, Michael Snow <wikipedia at att.net> wrote:
> 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.
>

Indeed. And a further thing that separates Foundation trustees from
being shareholders is that the trustees have not made an undertaking
in expectation of getting some dividend based on the profit made by
the corporation.

The only thing the Wikimedia Foundations trustees have promised,
hopefully, is that they will do their best; not that they will try
to maximise the money gathered for some party who gains
monetarily from what the Wikimedia Foundations activities bring forth.

It would be a sad day if you could buy into the board of Wikimedia
Foundation, like shares can buy control of a corporation. I know that
Jimbo has spoken on this matter to different effect, but this is my view.

--
Jussi-Ville Heiskanen, ~ [[User:Cimon Avaro]]