[Foundation-l] Latest board resolutions

Sun Jul 30 20:47:10 UTC 2006

Michael R. Irwin wrote:

>Ray Saintonge wrote:
>  
>
>>mboverload wrote:
>>    
>>
>>>I'm just not comfortable with leasing period.
>>>
>>>I find Wikipedia to be too important to leave in anyone's hands other than
>>>the immediate foundation.  A company that leases servers may easily give in
>>>to legal challenges or other backhanded threats. We'd have to have legal
>>>advice about how this would effect the lawsuit situation and consider what
>>>we would be giving up.
>>>      
>>>
>>Leasing does not necesarily mean going through an existing for-profit 
>>leasing company.  Many of them would certainly give cause to your 
>>discomfort.  A totally new company established for the purpose of 
>>leasing back the hardware would do just fine.  Whatever contractual 
>>arrangements are made could reflect the values of the community and a 
>>break even business plan. 
>>    
>>
>Considering the efforts that WMF is putting into operating correctly in 
>full compliance with Florida and Federal U.S. law; I find it hard to 
>believe that our potential legal liabilities are large enough to justify 
>complicating our community/corporate structure.
>
I don't believe that the structure should be dumbed down just to satisfy 
the fears of people who don't understand corporate structures.  One 
should not confuse full compliance with neglecting our legal rights.

>To casual reviewers considering donation this type of thing could look 
>like an attempt to siphon money out of the WMF or raise questions why we 
>feel it is necessary.
>
Quite the contrary.  Donors in other countries could see this as a 
legitimate way of keeping the funds within the country rather than 
jeopardizing tax exempt status by exporting funds.

>Consider the absolute worst case, litigation goes against us and WMF is 
>forced to liquidate all  assets and cease operations.
>
>The major asset of the project/program/community/foundation is the 
>FDL'ed databases, GPL'ed software, and community of contributors, 
>developers, and other volunteers.
>
These are not the kind of assets that will be recognized by a court 
making a valuation for the purpose of liquidating the liabilities from a 
court decision.  Cash in the bank and the servers are marketable. 

>A new Foundation could be back up and operating at current levels within 
>a quarter or two with an aggressive public funding drive for hardware.
>
>If the legal risks are really so high, perhaps we should seek a 
>partnership or understanding with a major university such as Oxford, or 
>Yale, or _______ that in the event of legal catastrophe the site could 
>be brought back up on their servers until the community had organized a 
>new nonprofit to host its projects and acquired and setup new servers 
>and bandwidth.
>
>Perhaps the Electronic Frontiers Foundation or SourceForge would be 
>interested in some kind of reciprocal agreement?
>
These outside organizations could be looked at, but we can't presume now 
how they will evolve between now and then.
Ec