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

[Delphine Ménard]

On Thu, May 1, 2008 at 8:47 PM, Mike Godwin <mgodwin at wikimedia.org> wrote:
>
>  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.

I am still missing something here. As far as I am aware, members of an
organisation are not personally liable for what the organisation does,
are they? I mean, they probably have a moral liability for electing
the wrong people on the board if the board goes insane and des illegal
things, but they don't all go to prison if the board they elected goes
rogue.

So hypothetically, I don't understand how chapters being the
"membership arm of the Foundation" creates any kind of liability. In
short, even if a BLP issue goes to court in the UK, it's not the UK
chapter that's gonna go to court (assuming the UK chapter is a member
of the Foundation, in the membership sense), but it's the Foundation's
board (or the person on the board responsible) that will.

>  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.

Which makes sense to me at least, because indeed, we're back to the
level of individuals, ie. if a person is both chair of the WMF board
and chair of a chapter's board, then the limits are fuzzy at best.


Delphine

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