[Foundation-l] the easy way or the less easy way

[Michael Snow]

Kelly Martin wrote:

> Does Florida law require that member of nonprofits be actual persons?
> A nonprofit I used to work for (a national organization) had as its
> members the 50 state organizations of which it was comprised.  Perhaps
> the members of Wikimedia should be the various national organizations
> which already exist, as corporate entities.

It doesn't appear to be a requirement, just the assumption we've been 
working with. Using the chapters as members could perhaps be workable, 
it warrants consideration at least.

I can imagine three possible problems, not necessarily insurmountable. 
First is that the extent of chapter coverage remains inadequate, so I 
don't know that it would make sense to launch a membership structure 
right now. We might need to deal with the current membership vacuum for 
a little while longer.

Second is that we currently emphasize not putting chapters in a position 
of potential liability, particularly since local libel laws or lack of 
safe harbors for hosted online content may place them in greater 
jeopardy than the Florida foundation. Florida law does provide that 
members are not liable for corporate acts as such, but I don't know what 
credence that will be given in another nation's courts. As a general 
principle, the closer the chapters get to actually managing the 
Wikimedia Foundation, the more likely it is that their court systems 
will choose to "pierce the veil" and hold them directly accountable.

Third is the possibility that local laws for some chapters might 
prohibit them from participating in the membership structure as it is 
ultimately organized. I can't say if or where this would be an actual 
problem, it's a little beyond my current mastery of the situation. As 
with the international liability issues, people with a better 
understanding of those local laws would need to address what a given 
chapter can or cannot do.

--Michael Snow