9 Mar
2026
9 Mar
'26
4:43 a.m.
Hi Mario,
Thanks for those insights. I agree that having representation in both the
US and the EU could have real benefits. I can see the strategic value in
being present in both places.
My hesitation is mostly pragmatic. My expectation is that having one
domicile is a lot simpler than maintaining a structure in two
jurisdictions. We have been talking about structural changes like this for
several years now, but nothing has really happened yet. To me, that
suggests that the available bandwidth to actually execute something like
this is limited.
Because of that, I worry that aiming for representation in both places
might increase the complexity for the XSF. I suspect that this is not only
an issue at the start, but also a long-time burden. Even if the setup
works, we would still need to deal with: governance, compliance,
administration, etc, etc in two legal systems. I am not sure we have the
capacity to maintain that - and if we do, I wonder if that is the best
utilization of the limited resources that we have available to us.
So while I agree that dual representation has advantages, I wonder if those
benefits outweigh the extra complexity and the risk that we end up not
implementing either option well. From that perspective, focusing on a
single move might simply be the more realistic way to actually get
something done.
Of course I am happy to be convinced otherwise, especially if there is a
clear and practical path to making a dual structure work.
Kind regards,
Guus
On Sun, Mar 8, 2026 at 6:32 PM Mario Sabatino via Members <members(a)xmpp.org>
wrote:
domenica 8 marzo 2026 16:26, Peter Saint-Andre
<stpeter(a)stpeter.im> ha
scritto:
On 3/8/26 8:57 AM, Mario Sabatino via Members
wrote:
My burdens are not especially heavy. My concern
is that if I die or
become incapacitated there is no one else in the U.S. to ensure the
continuity of the XSF with regard to banking, maintenance of our legal
status, etc.
I am not an expert in US non-profit law, but I did some research and think
we need to to clearly distinguish between two functions that are different
in nature: on the one hand, the registered agent, and on the other, the
executive director.
The registered agent (Peter if I am not wrong is the registered agent of
XSF and also the treasurer) is a figure required by the legislation of
individual US states. Their function is essentially formal: they maintain
an address in the state of incorporation of the foundation and receive
official notifications and any legal documents on behalf of the entity.
However, they do not perform any management tasks nor do they have any
powers of representation or signature for the foundation. For this reason,
many companies offering registered agent services expressly limit their
role to receiving legal communications.
Once Peter is no longer actively involved (may God keep him healthy and
alive for another 100 years!), from an organisational point of view, the
most efficient solution would be to appoint a registered agent in the state
of incorporation to ensure the formal continuity of the entity.
Only the registered agent needs to be resident in the United States. In
fact, if I am not mistaken, the executive director of XFS in charge is not
a U.S. resident. Nor does the treasurer have to be a resident of the United
States.
I think it is absolutely necessary to seek advice from a US lawyer who is
an expert in non-profit law.
Mario