[Foundation-l] board candidacies

Fri Aug 11 20:44:11 UTC 2006

On Fri, August 11, 2006 19:01, Jimmy Wales wrote:
> I think it is much worse in other countries.  I know that it is not
> possible to be both an employee and a
> board member at a UK charity,

Just to clarify, this isn't exactly accurate in the case of a UK
non-profit. If the Articles of Association and the Memorandum permit a
director to be paid for some services then they may be, though there are
limits to what may be covered.

In the case of the UK chapter, we have the Memorandum entry:
| ix. to employ and remunerate such staff as are necessary for carrying out
| the work of the Company. The Company may employ or remunerate a Director
| only to the extent it is permitted to do so by Clause 5 and provided it
| complies with the conditions in that Clause;

Clause 5 in this instance is rather long, so I won't copy it here (you can
read it at
http://upload.wikimedia.org/wikipedia/meta/5/5f/Wikimedia_UK_-_Memorandum_of_Association.pdf
)

In respect of Anthere's posting about the WMF bylaws I have felt for a
long time that they are need of serious revision, in part because of what
they do (did) say, in larger part because of what they don't. They cannot
be redraughted though without my knowing (a) what limitations Florida law
places on the amendment of the legal basis (ie bylaws) of a registered
organisation (I am aware that it varies by country whether you can 'delete
all and insert' or may only make 'minor' amendments) and (b) what
direction the (present/future) Board would wish to see the Foundation
targetted at.

Having drawn up the legal documents for a number of organisations over the
years, and with a level of knowledge and experience about multi-national
organisations and contracts, I would relish trying to put together a
replacement that would meet with general approval whilst permitting and
encouraging the operations of the Foundation to become more professional
in tone, as opposed to the infighting and 'falling about' that seems to be
the case of late.

Alison Wheeler