[Foundation-l] What are the assets of the Foundation, anyway?

Thu Apr 19 08:56:46 UTC 2007

Kelly Martin wrote:

>However, the Foundation nonetheless owns some very valuable
>properties: the names "Wikipedia" and (to a lesser degree)
>"Wikimedia", the wikipedia.org and wikimedia.org domain names, and the
>related service marks.  It is these that the Foundation needs to do
>much more to both protect and exploit than it has to date.
>
Protect certainly, but the exploitation needs to reflect community values.

>If someone sues the Foundation, and wins, it is these properties
>(along with the Foundation's server equipment, which is worth a
>pittance in comparison to what wikipedia.org is worth) that will end
>up sold at auction.  The Foundation would be well-advised to
>restructure itself so as to put the brand "out of reach".  The normal
>means of doing this is to have the brand owned by a separate entity
>(usually a trust) which then licenses them to the operating charity.
>This way, even if the charity goes out of business for any reason, the
>brands remain safe and secure in the hands of the trust, out of the
>reach of creditors.
>
If things ever get that far nobody's going to worry about the servers.  
Even here, a possible solution would be to sell the servers to Wikia, 
and have a long term lease back arrangement.  Wikia, of course, would 
need to strictly protect its arms length relationship with WMF.

I don't object to the trust model.  That would be just as acceptable as 
joint ownership arrangements that would ensure the chapters' rights of 
succession.

>IRS regulations make it quite difficult to disburse property which has
>been dedicated to a charitable purpose to any organization that is not
>recognized by the IRS as a charitable organization.  Thus, naming a
>Wikimedia chapter (other than the the non-existent US chapter) as a
>designated successor would require an IRS determination letter before
>any such dissolutionary transfer could take place.
>
I would need to review IRS regulations regarding the treatment of 
intangible property in these circumstances.  It is also not clear what 
the status of contracts with foreign entities would be.  Just what these 
contracts say would be an important factor.  It would be important that 
in countries with an established chapter those chapters should have some 
right to own the national domain names.  Wherever applicable any such 
domain names owned by WMF should be transferred to the chapters.

Although the basic principle about the disbursement of charitable 
organization assets is sound, there would be problems with the IRS 
attempting to block these rights to foreign chapters.  The foreign 
courts may not be willing to enforce the extraterritorial application of 
US internal revenue laws.

>Both of these items would require specialized legal assistance to
>properly address, from attorneys skilled in US and Florida nonprofit
>and tax law.  Random babbling from the community is unlikely to be
>helpful here.
>
Why limit yourself to US law?

Ec