LinuxSA Mailing list archives

  From: Glen Turner <glen.turner@aarnet.edu.au>
  To  : David Newall <davidn@rebel.net.au>
  Date: Tue, 27 Feb 2001 16:57:31 +1030

Re: LinuxSA, Organisers and incorporation

David Newall wrote:
> 
> > Incorporation would mean LinuxSA would be viewed as a "person" by the law.
> > So, to answer your question, the incorporated body itself is the entity who
> > is liable.
> 
> I don't think that's quite right.  Incorporation make LinuxSA recognisable
> in law, and the office holders, which is the directors or board members,
> and the public officer, can be liable.  There are quite serious obligations
> of office holders.  It's not just a kudos thing; you are putting your house
> on the line.

Not quite David,

The liability that office holders in a corporation have isn't the
same liability that members holding office in an unincorporated body
have.

Members of an unincorporated body are liable as individuals.
In one sense, this is good because you can never be liable
for actions that you did not contribute to.  But the huge
liability for the people that actually do stuff is so massive
that they would be foolish to do anything.

So incorporatisation allows the body to be presented as
a "person" before the law.  And so any action is limited
to the assets of that corporation.

Of course, this allows all sorts of shonkyness, especially
by the people heading up the corporation.  So the officers
of the company do have some liabilty -- established in the
Corporations Law -- to make them personally liable _to_the_
membership_ for things like the presentation of accounts.

Finally, there are some acts so darstardly that it isn't
appropiate for office bearers to find behind the "corporate
veil".

Finally, a corporation offers no shelter for the officers
from criminal acts.  For LinuxSA Inc the Copyright Act is
a concern.  For example, someone asking about DeCSS would
place the office holders in a horrible position if they
or anyone else answered.  The office holders could very
well find themselves part of a conspiracy to breach
the anti-circumvention provisions of the Act.

Glen

BTW:  I'm happy to give a 10 minute talk on the new
      Copyright Act at the next meeting.

-- 
LinuxSA WWW: http://www.linuxsa.org.au/  IRC: #linuxsa on irc.linux.org.au
To unsubscribe from the LinuxSA list:
  mail linuxsa-request@linuxsa.org.au with "unsubscribe" as the subject