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

[Anthony]

On Mon, May 5, 2008 at 12:36 PM, Pharos <pharosofalexandria at gmail.com> wrote:
> On Mon, May 5, 2008 at 11:52 AM, Alison Wheeler
>  <wikimedia at alisonwheeler.com> wrote:
>  > On Sun, May 4, 2008 03:23, Pharos wrote:
>  >  > The primary (if not only) reason we have separate copororate entities
>  >  > internationally is because a US-based foundation can only create
>  >  > affiliates within the US.
>  >  >
>  >  > I can only see a huge waste of resources in creating 5 or 10 new
>  >  > corporate entities in the US, when the one we have now works just
>  >  > fine.
>  >
>  >  I'm sorry to have to point this out, but you are completely off track
>  >  here. The Foundation will *never* "create" affiliates (ie Chapters) as
>  >  that would mean they are creating a legal connection between the people
>  >  comprising that Chapter, The Foundation can "suggest" that a Chapter is
>  >  formed, it can "hope" or "assist" that one is formed, but in every case of
>  >  a new Chapter it *must* be legally separate from the Foundation (and,
>  >  indeed, other Chapters).
>
>  The WMF wouldn't "create" affiliates; these would be created by local
>  Wikimedians, and recognized and accorded "group exemption" status by
>  the WMF, as it may see fit, in its capacity as 'de facto' "Wikimedia
>  US".  This isn't some crazy new legal theory.  The US affiliates would
>  have the same relationship to the WMF as chapters of the American Red
>  Cross do to it.
>
Correct me if I'm wrong, but aren't the chapters of the American Red
Cross created as separate corporate entities?  The decision of whether
or not to be an affiliate should come after the corporation is formed
and the initial membership and board are determined.  Then the board
(of the chapter) can talk to the WMF about whether electing to be an
affiliate makes sense, and the membership can vote on this decision as
well.

My understanding is that "affiliate" is a federal tax distinction, and
nothing more.