[Foundation-l] Chapter-selected Board seats - brainstorming

[Mike Godwin]

Birgitte writes:

>> I do wish you hadn't used the word "stolen,"
>> even if you mean for it
>> to be a metaphor.
>>
> What I really mean is preempted but I try to tone down my level of  
> English for the international crowd.  In any event I mean it  
> indifferently without a value judgment on the situation.  The quotes  
> were meant to undermine the negative context.

Thanks for saying this.

> It is more than the high-cost of the geographic hurdles; there is  
> also the lowered benefit because of the existence WMF Incorporated  
> in the US.  And while I will give you that anything is possible, you  
> must agree that it would be foolish to stake the credibility of the  
> whole "chapter's are the membership arm of WMF" platform on such  
> tiny possibility.

Legally speaking, there are good reasons not to consider chapters as  
the "membership arm of WMF."  The last thing we want is for WM UK (for  
example) to be summoned into a British court because of a BLP issue on  
a Foundation-operated project.  If the chapters are considered to be  
part of WMF in any respect, it creates the risk of legal liability for  
chapters and their members based on Foundation operations or (somewhat  
less likely) liability for the Foundation based on chapter operations.

Obviously, the Board's recent restructuring actions were aimed in part  
at validating the role the chapters play in promoting the larger  
Wikimedia movement, but at the same time the chapter-selected Board  
members will be required to cut formal ties -- only during their term  
on the WMF, it must be said -- with the chapters and to act as  
fiduciaries to the Foundation as a whole.  Part of this is  
straightforward nonprofit corporation law, and part of this is due to  
the need to limit legal liability in all directions.


--Mike