[Wikipedia-l] bylaws III

Sat Jan 24 21:42:51 UTC 2004

Brion Vibber wrote:

> On Jan 24, 2004, at 11:00, Ray Saintonge wrote:
>
>>  There is also nothing in the by-laws to define "Board of 
>> Directors".  The simple fact that the term was used suggests that it 
>> is at least something different from the Board of Trustees.
>
> Florida statutes section 617.01401, paragraph 2: '"Board of directors" 
> means the group of persons vested with the management of the affairs 
> of the corporation irrespective of the name by which such group is 
> designated, including, but not limited to, managers or trustees.' 

I'm not challenging Florida law on this.  Rather the point is that if 
only one Board exists in an organization, the same name should be used 
consistently.  Having two separate Boards with different duties is a 
real possibility, and the use of both terms lends support to that.  I 
raised the issue last summer with the suggestion that a Board of 
Trustees would be charged with maintaining  the focus and integrity of 
the project, and insuring that it adheres to a few key principles.  The 
Board of Trustees in the by-laws seems to do that.  A "Board of 
Directors" would have broader responsibilities relating to the general 
management of the project.  The Trustees would have the power to 
overrule the Directors on matters that violated key principles.

> (Out of curiosity, why aren't we using the wikilegal-l list? It's 
> there for a reason; in no small part for future reference via the 
> archives.) 

Speaking only for myself, I find that I already receive enough messages 
without subscribing to yet another list.

Ec