[Foundation-l] board candidacies

[Jeffrey V. Merkey]

Ray Saintonge wrote:

>Alison Wheeler wrote:
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>>On Fri, August 11, 2006 21:43, Ray Saintonge wrote:
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>>Conversely, I would *totally* disagree with
>> 
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>>>If someone wants to generously pay a board member to give a keynote
>>>speech that board member is entitled to keep it.  This is not a matter
>>>for our by-laws.
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>>>
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>>>
>>If someone is given a speech *because* they are from the WMF and
>>*representing* the WMF at that presentation, then any fees received are
>>the 'income' of the WMF. Obviously, the costs involved with attending the
>>location to give that speech (which might include travel, hotel, etc)
>>would be payable by the WMF. One can't have it both ways (ie get a fee
>>*and* claim expenses)
>>
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>>
>This is as much a matter of who is paying for the expenses.  My comment 
>was rooted in the presumption that in such circumstances the host 
>organization was also paying the expenses in addition to the speaker's fee.
>
>Ec
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Man, there is a total disconnect on this whole thing with you folks.

WMF is a non-profit corporation. If you serve on the Board, you have a 
Fudiciary Duty of Loyalty to the Foundation in exchange for being allowed
to use its goodwill and other consideration (go look that up on 
Wikipedia). ALL of the money goes to them. You can submit expense reports
BASED ON APPROVED POLICIES by the mangement and Board. It's a 
corporation, not a pirate ship where everyone gets to split up the booty.

Whatever consideration they offer (this is normally salary but can be 
any good consideration, like using their good name, privileges, etc.) 
creates
obligations under the LAW and you are required to honor their LEGAL 
RIGHTS and protect them.

You guys need to get this part. You should ask for two things and only 
those two things are something you are ENTITLED TO under the LAW
and they are OBLIGATED to provide.

1. Defining the consideration for your participation (at present this is 
a board seat and offer to pay expenses and allow you to trade on their 
goodwill as
a representative for promoting yourself as a member of their Board and 
expenses).

2. Policy on expenses reimbursement.

That's it. Whatever else they are offering or providing is based on 
their generosity and kindness (and all of the folks in WMF, from my
observation are kind and generous folks).

You guys need to stop viewing it like you get to stick your hands in the 
foundations pockets and divert donations to yourselves. I am certain 
there will
be a lot of fallout for representing them and opportunities to come to 
whomever does this job, but you have to stand with your hat in your hand
and let them decide your value. All of this other talk about poaching 
speakers fees would be breach of fiduciary duty -- not a great way to start
a business relationship that will build trust.

Anyway,

Love all of you,

Jeff