[Members] Re: XSF EU Legal Structure: Example Proposals

On 3/6/26 11:49 AM, eevvoor via Members wrote: First, I am not a lawyer. However, my understanding, based on our conversation a few years ago with the Executive Director of the Eclipse Foundation and also based on discussion that happened around the same time on the (private) open-source foundations discussion list, is that things are not so simple. Naturally, we will need to consult with lawyers about all of this, but one thing is for sure: we're not just changing our address! We need to create an entirely new E.U. organization and then shut down the U.S. organization. The new organization will have, in its new locality, the equivalent of what in the U.S. we call articles of incorporation, bylaws, and whatever other governing documents are required in the new locality. Plus entirely separate bank accounts, professional relationships with accountants and legal counsel, different board members, and so on. The address change is the least of our concerns. Once the new E.U. organization is in place, various responsibilities (e.g., the trademark licensing agreement with Cisco) and assets (e.g., XEPs, logo, monies if anything remains after paying lawyers etc.) of the old U.S. organization will be transferred via legal agreements to the new E.U. organization. As far as I can see, the previous contracts don't simply continue, because they were entered into (e.g., by Cisco) with the old U.S. organization and that organization will cease to exist. New contracts will need to be signed with the new E.U. organization. As to Cisco, the last time we had to talk with them (maybe in 2016 or 2019 when the most recent applications happened?) all the lawyers I had worked with before were gone and no one in the legal department had institutional memory of the Jabber trademark licensing agreement. It was like starting all over. I would imagine that the same thing will happen here in 2026 or whenever we get busy with this migration project. Finally, I would not assume that Cisco lawyers will necessarily want to sign a new agreement, given how infrequently this "code path" is exercised (seven years since the last appication), and how expensive lawyers are. The same holds for the XSF and its E.U. successor. Personally I am skeptical that this is worth spending time on in 2026, over twenty years since we went through all the brain damage of changing the name of the foundation from Jabber Software Foundation to XMPP Standards Foundation (thereby effectively deprecating "Jabber" in favor of "XMPP"). tl;dr Perhaps it's time to move on?? Peter