Re: General resolution: Condemn Russian invasion of the Ukraine

[tytso <tytso@mit.edu>]

On Mon, Apr 11, 2022 at 10:24:55AM +0200, Gard Spreemann wrote:
> > On Fri, Apr 08, 2022 at 01:35:14PM -0500, Gunnar Wolf wrote:
> >> Debian does not exist, legally :-)
> >
> > and that's a feature, not a bug.
> 
> Could you elaborate on this? We've heard arguments for why it might be a
> bug – and we can have a discussion about whether that's true or not (I
> personally think that it is) – but in what way is it a feature?

This is the point where it's worth getting legal advice.  Roughly
speaking, the "feature" is that it reduces the overhead,
significantly.  Being incorprated is not cheap, and it *may* increase
the risk profile since it may be easier (from a PR perspective, from
the ability to identify who to sue, from the ability for opposing
lawyers to understand how to sue an corporation vs. an unincorporated
association, etc.)

Until 1970, the New York Stock Exchange was the oldest unincorporated
association, so there have been some very old, well understood
organizations that have operated without being a corporation.  Some
more not-legal-advice can be found here[1].

[1] https://charitylawyerblog.com/2021/11/22/unincorporated-nonprofit-association/

Until the Internet Society was formed, the Internet Engineering Task
Force as another example of an unincorporated association.  The tricky
bit is that simply forming a corporation isn't going to be enough to
form a liability shield, since you now need to distinguish between
work that is being done by an individual (and hence personal liability
might attach to their activities), and work being done on behalf of
the corporate entity.  And that may mean, for example, that there
needs to be more bureaucracy, and if that organization decides that
they want to get directors and officers legal insurance, to protect
board members and directories from personal liability of work done on
behalf of the corporation, the corporation may need to promulgate more
rules of what and isn't allowed. (Or else, it might not be possible to
get D&O insurance.)

Bottom line --- if we want to go there, we definitely need to seek
expert legal advice.

						- Ted