Template:CharterVote2/54/Discussion

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Indemnity

• No official of the Citizendium — including any member of the Editorial Council, Managerial Council, Ombudsman, Constabulary, or Managing Editor, who are volunteers — shall be personally liable to the Citizendium or its members for monetary damages for a breach of the officials' fiduciary duties provided that the breach is not the result of

1. Acts not done or omissions not occurring in good faith;
2. Acts involving misconduct or a knowing violation of law;
3. Acts for which the official derived an improper personal benefit;
4. Acts done or omissions occurring before the adoption of this charter; or
5. Gross negligence.

• No Citizen shall be personally liable for the monetary liabilities of or judgments against the Citizendium unless the Citizen has been shown to have authored libelous or slanderous content, or to have committed other acts, resulting in judgment or damages against the Citizendium.

• Agree. Russell D. Jones 12:25, 20 July 2010 (UTC)

• Agree D. Matt Innis 01:18, 27 July 2010 (UTC)

I have a hard time making sense of this (particularly the first sentence) and suggest it be broken down into smaller chunks, possibly with lesser amounts of negation. --Daniel Mietchen 22:08, 18 July 2010 (UTC)

I didn't sign because I didn't want it taken as an endorsement of this text. The principle is that officials should not be held personally liable if acting in good faith as leaders of this community they do something that ends up costing us. We need some sort of indemnification clause; I took this one from the historical society to which I belong, which was written (surprise) by an attorney. Russell D. Jones 00:12, 19 July 2010 (UTC)

Go ahead and suggest something. Russell D. Jones 12:25, 20 July 2010 (UTC)

I suggest deleting this article. Until there is a legal ownership entity in place, whether it's controlled by the MC or not, the whole issue of indemnification is irrelevant -- there is nothing to sue. At such time a Son of Citizendium Foundation is formed, hopefully with MC involvement, it's going to get legal advice and that will define the risk and indemnification. Howard C. Berkowitz 19:39, 23 July 2010 (UTC)

I'm not sure whether I think this article should be in the charter or not. We've removed language referring to the legal owner of Citizendium and, I think, some other legal language; that all seems to suggest that this kind of article doesn't really belong here. On the other hand, I think indemnification will be important. Is this more appropriate to leave for the incorporation of a CZ Foundation or some such? -Joe Quick 18:43, 25 July 2010 (UTC)

Agree with Joe. Howard C. Berkowitz 19:14, 25 July 2010 (UTC)

::::::Agree to delete. --Daniel Mietchen 19:17, 26 July 2010 (UTC)

Until we know, it seems to me that we need protections in place wherever we can get them. Until we know otherwise, the charter may be the only place that gives us protection from someone who writes something libelous. So, until we have something else, I'll go with it. D. Matt Innis 01:18, 27 July 2010 (UTC)

Okay, until something else comes up, I'll go with it too. Agree to the proposed text. Do we need to include a point stating that this article will be overridden by any arrangement made by the legal owner of the Citizendium? -Joe Quick 16:09, 27 July 2010 (UTC)

OK, keep. I replaced two commas by mdashes for clarity. --Daniel Mietchen 15:11, 28 July 2010 (UTC)