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<p><font face="Linux Biolinum O">Thank you Philippe for this </font><font
face="Linux Biolinum O"><font face="Linux Biolinum O">interesting
and </font>more extensive overview of this point.</font></p>
<p><font face="Linux Biolinum O">Don't we have a list or a portal
where we could also gather feedback from expert on this legal
field?<br>
</font></p>
<br>
<div class="moz-cite-prefix">Le 26/01/2017 à 22:14, Philippe Verdy a
écrit :<br>
</div>
<blockquote
cite="mid:CAGa7JC1SJVq-qgUUcdKgOhw_fyAuu15gerdhXhq1v2kh8ooaBw@mail.gmail.com"
type="cite">
<div dir="ltr">I don't think that this internal name has any legal
binding, only the name of the WMF as a whole is legally bound
(plus additional translations if they have been registered by
the WMF as reserved brands). The generic legal term is
independant of the existence of the WMF itself and would apply
to other organizations. Locally, it may still have translations
even if it works according to a legal definition. So it does not
matter for example if we have "foundations", "associations" for
non-profit organizations (but generally to benefit from
tax-exemptions and accept donations, those organizations need
some legal accounting and will be incorportated in the US
<div><br>
</div>
<div>In Europe this is not necessary, associations work as
non-profit and may accept donations and benefit from
tax-exmpotion provided they have a reliable accounting, and
most of them will have their accounting certified by an
external auditor, generally a commerical company or certified
professional; there are a few other requirements for
tax-exemptions: tracability, social reponsabilities if they
emply people, annual meeting, an elected "bureau", but
membership is generally accessible to everyone, including
corporates, and membership fees are payed depending on status
of members but notamlly do not give excessive voting rights to
corporates; if these corporate members have a majority of
votes or someone controls more than 50% of votes, it can no
longer be an association and the organization will have to
become a corporation/company and the association dissolved.</div>
<div><br>
</div>
<div>"Foundations" in US are much more relaxed because only one
member may have the full power on it and may provide almost
all its working budget, other members only have a consultative
right. These would be coprorations in Europe and would not be
eligible to provide tax-emptions to donators, unless these
donators are gourped in a separate affiliate where members
have some decision and auditing power.</div>
<div><br>
</div>
<div>Anyway US is still not officially not a single-language
country (English is not really an official language, it is
just used "de facto" and many places in US accept other
languages, notably French, Spanish, or native Amerindian
languages in some areas). So various federal laws are
effectively written origiannly in other languages (Spanish and
French) and were translated only later (but in case of
interpretation conflicts, the original versions are still
binding and prevail). That's why so many contracts, and acts
in US are explicitly stating the language in which it is
origianally written, and explicitly assign a competent court
in one specific state. The local jurisprudence has extablished
the equivalences of terms on a case by case basis by
interpreting the acts and contracts and just see if they were
"fair", i.e. not abusive, and clear enough for all contractors
when they were adopted/registered.</div>
<div><br>
</div>
<div>English is just used "de facto" at the federal level, but
member states may have other official or working languages,
and federal laws are not directly applicable in states without
adoption by them (and states can still veto some laws voted at
federal level, or change "legal terms"). Effectively the WMF
is not really bound to US law but to the laws of the US state
where it is registered and other states where it has some
operations. What is then important is its act of incorporation
in that state, whose language is significant and prevails in
case to conflicts with other languages used and recognized in
the same state.<br>
</div>
<div><br>
</div>
<div>
<div>But legal terms is one thing: for general communication,
in documents that are not contractual or mandated by
authorities or applicable laws, the WMF may still accept to
have translations of its internal bodies and use them,
because it will help better explain its activities to the
world and to contributors. These internal boeies anyway are
not trademarks and cannot be reserved for exclusive use by
the WMF.</div>
</div>
</div>
<div class="gmail_extra"><br>
<div class="gmail_quote">2017-01-26 21:14 GMT+01:00 Gregory
Varnum <span dir="ltr"><<a moz-do-not-send="true"
href="mailto:greg.varnum@gmail.com" target="_blank">greg.varnum@gmail.com</a>></span>:<br>
<blockquote class="gmail_quote" style="margin:0 0 0
.8ex;border-left:1px #ccc solid;padding-left:1ex">I will
also share - from Affiliations Committee experience - that
many affiliates use “Board of Directors” based language -
but are still making an effort to in general mimic basic WMF
nonprofit legal values (although not exact Board selection
process, to be fair).<br>
<br>
-greg<br>
<div class="HOEnZb">
<div class="h5"><br>
<br>
> On Jan 26, 2017, at 3:12 PM, Gregory Varnum <<a
moz-do-not-send="true"
href="mailto:greg.varnum@gmail.com">greg.varnum@gmail.com</a>>
wrote:<br>
><br>
> I too am not a lawyer, however, having been
involved with a lot of nonprofit governance, I think
that for these purposes, in other languages, yes -
"Board of Trustees” and “Board of Directors” are
basically interchangeable. The selection of words is
usually a stylistic or homage based reason more than a
legal distinction. That is not always the case, and when
available, I recommend using “Board of Trustees” - but
if there’s a language issue presented by this, I think
"Board of Directors" is a reasonable substitute to base
a translation on. Again, I say that not being with Legal
and not as an official WMF recommendation, just my own
personal two cents. :)<br>
><br>
> -greg<br>
><br>
><br>
>> On Jan 26, 2017, at 3:07 PM, Guillaume Paumier
<<a moz-do-not-send="true"
href="mailto:gpaumier@wikimedia.org">gpaumier@wikimedia.org</a>>
wrote:<br>
>><br>
>> Hello,<br>
>><br>
>> 2017-01-26 9:38 GMT-08:00 Lena Traer <<a
moz-do-not-send="true"
href="mailto:ltraer@wikimedia.org">ltraer@wikimedia.org</a>>:<br>
>>><br>
>>> Would you say that the Board of Trustees at
WMF has the same role as the<br>
>>> traditional Board of Directors? If that is
the case, "Conseil<br>
>>> d'administration" likely is most
appropriate translation.<br>
>>><br>
>>> In Russian, the "board" is also translated
as "council". However, "Board of<br>
>>> Directors" and "Board of Trustees"
translate slightly differently. I think<br>
>>> non-profit organizations are likely to use
"Board of Trustees" whereas<br>
>>> for-profit corporations use "Board of
Directors".<br>
>><br>
>> I'm not very familiar with the legal
intricacies of the different<br>
>> kinds of Boards. To be completely accurate, the
best term would<br>
>> probably be the English one ("Board of
Trustees"), simply because it<br>
>> has an official definition in a specific
geography and doesn't have an<br>
>> exact equivalent in other locales. But for the
reasons given by<br>
>> Matthieu, it's generally better to try and find
the closest<br>
>> approximation.<br>
>><br>
>> In France, both non-profit organizations and
for-profit organizations<br>
>> can have a "Conseil d'administration". It's
also the French phrase<br>
>> we've been using on the Foundation's website
since 2004 (although the<br>
>> page hasn't been kept up-to-date with changes
in Board members<br>
>> recently): <a moz-do-not-send="true"
href="https://wikimediafoundation.org/wiki/Conseil_d%27administration"
rel="noreferrer" target="_blank">https://wikimediafoundation.<wbr>org/wiki/Conseil_d%<wbr>27administration</a><br>
>><br>
>> Hope this helps :)<br>
>><br>
>> --<br>
>> Guillaume Paumier<br>
>><br>
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