[OSGeo-Board] Re: German OSGeo Chapter formation, bank account

[Jennifer Daehler]

Hi Frank, 

I apologize for taking time to answer -- I've been offline.  

I was assuming that local chapters would be distinct legal entities.  I
am assuming this because I am assuming that the local chapter would have
an interest in forming as an entity under their local law in order to
take advantage of whatever benefits that might convey (which might be
tax exempt status or liability protections for individual members).  

I think your question of whether the representatives from local chapters
can/should be members of the board of OSGeo (meaning the OSGeo entity
that is organized as a 501(c) under U.S. law) is a different question.
If the board wants to make them members, then it can decide to do so.
There would be some benefits to it (in terms of accountability,
especially).  There might be some drawback in terms of size of the board
and so there might be another way to handle this.  I'm not sure how
other similarly situated organizations have handled this issue -- but it
must come up regularly.

As to whether the OSGeo board would be generally liable for the action
of the chapters, I'm not certain of the answer in every scenario.
Actually the correct answer probably depends on local law in different
countries.  For example, under the law of many states in the U.S. giving
an appearance that someone is your "agent" may trigger your liability in
a number of situations.  For this reason, I do think it is important to
set out clear guidelines with respect to local chapters so as to try to
control for this.  

I'll get some additional input within the Autodesk legal department from
folks who know more about corporate governance/non-profit issues than I
do and get back to you.  

Best regards,
Jennifer

-----Original Message-----
From: Frank Warmerdam (External) 
Sent: Wednesday, August 30, 2006 7:07 AM
To: Jennifer Daehler
Cc: board at board.osgeo.org
Subject: Re: [OSGeo-Board] Re: German OSGeo Chapter formation, bank
account

Jennifer Daehler wrote:
> Local chapter money raised by local chapters would be "their" money to

> spend (subject to any dues (if any) they'd be required to pay the main

> organization - though I assume we don't contemplate that).  What local

> chapters do under the OSGeo name should be governed by guidelines in 
> order to protect the reputation/good will of the main organization. 

Jennifer,

We have previously drafted the following guidelines for local chapters.

   https://www.osgeo.org/content/chapters/guidelines.html

May I construe your above statements on local chapters having their own
money to imply that they are for legal purposes distinct from OSGeo
itself?
I ask to confirm that the OSGeo board would not generally be liable for
the
actions of the chapters (though obviously there is a reputational aspect
to
any misconduct).

Also, if they are somewhat "arms length" sub-organizations, should we
consider
their representatives to the board to still be officers of OSGeo?  Our
bylaws
indicate that the reprsentatives to the board for each of our projects
and
committees are officers of the corporation with some ability to act on
behalf
of OSGeo.  This includes the heads of the software projects (ie. Steve
Lime
for MapServer), and of committees (ie. Michael Gerlek for VisCom).

Till now, I have been assuming that the representatives to the board of
the
local chapters would also be officers of OSGeo in the same sense that
the
chairs of committees are.  But perhaps this is not necessary or not
appropriate?

Best regards,
-- 
---------------------------------------+--------------------------------
------
I set the clouds in motion - turn up   | Frank Warmerdam,
warmerdam at pobox.com
light and sound - activate the windows | http://pobox.com/~warmerdam
and watch the world go round - Rush    | President OSGeo,
http://osgeo.org