Hi Eddie,

Thank you for your further intervention highlighting your point of view.

On 12 May 2024, at 15:46, emus@mailbox.org wrote:

Hello,

I like the attempt in general and have stated my thoughts in the first mail.

Having any official representation in Europe would make also a statement and I think is also a matter of trust to outside entities. It would also adress the strong community we have in Europe.

Nicola, further thoughts on the points mentioned by Mario and Winfried?

I replyed just now to both Winfried and Mario.

On 11.05.24 12:58, Mario Sabatino mario@sabatino.pro wrote:

Dear All,

the discussion should cover two main points:

  1. the possibility of lobbying into the EU institutions and how to start doing so;
  2. the need to have an EU legal entity in order to receive funding from the EU institutions.

For number 1) I don't think we need a legal entity based in the EU, but we do need just a lobbyist.
For number 2), we could start by exploring how to get funding from the EU institutions and then evaluate the possibility of creating a legal entity.

In the meantime, I think we could start with a simple representative office (a business address) of the XSF Foundation in Bruxelles.

Ciao

Mario Sabatino

Il 10/05/24 18:32, Winfried Tilanus ha scritto:

Hi,

I'm in favour, it would make several types of cooperation easier. But, > I can't
judge what this would mean for taxes and so on.

Winfried

On 9 May 2024 12:09:32 CEST, Nicola Fabiano nicola@fabiano.law wrote:

     ;TLTR

     Dear all,

     Regarding what is in the subject, I reproduced below the entire > thread of
     emails exchanged with the Board members related to my proposal > regarding the
     presence of XSF in Europe.
     Each email is a block with a line separating one from the others.

     All the best,

     Nicola

     > --------------------------------------------------------------------------------

     Dear all,

     Following our last Board meeting, I propose to discuss the > organization of
     XSF's activities further to promote the XMPP protocol at every > level,
     including at European institutions, possibly by participating in > projects to
     obtain contributions and funding (I have some ideas, but I will > explain later).

     Each Board member's input is crucial.
     I encourage everyone to outline a few items as our agenda for the > next 6/12
     months.
     These points should be related to programmatic and organizational > business
     only (non-technical), reflecting your unique perspectives and > expertise.

     In that way, everyone can be in the running for one or more items > to deal
     with and what goal we (XSF) want to achieve following our program.

     Hence, feel free to share your thoughts about the programmatic and
     organizational business, and then we can discuss them.

     Apart from programmatic and organizational business, the first > step is the
     proposal concerns amending the statutes of the registered office. > That
     modification is necessary to access the European institutions. Other
     modification proposals are welcome, and we can evaluate all of them.

     Otherwise, an amended version (in bold italic) of Article 1 follows.

           ARTICLE I: Offices

     Section 1.1 Registered Office and Registered Agent. The address > of the
     initial registered office of The XMPP Standards Foundation (the
     “Corporation”) in the State of Delaware and the name of the initial
     registered agent of the Corporation at such address are set forth > in the
     Certificate of Incorporation (the “Certificate”). The Corporation > may, from
     time to time, designate a different address as its registered > office or a
     different person as its registered agent, or both; provided, > however, that
     such designation shall become effective upon the filing of a > statement of
     such change with the Secretary of State of the State of Delaware > as is
     required by law.

     /Section 1.2 Principal Offices./ The principal offices of the > Corporation
     shall be at 1899 Wynkoop Street, Denver, Colorado 80202, /and at > xxxx, xxx,
     Europe,
/ or at such other place as the Board of Directors shall > designate
     from time to time. The business of the Corporation shall be > transacted from
     the principal /offices/, and the records of the Corporation > shall be kept
     there. /Both principal offices have legal effect, irrespective > of where the
     activities are carried out and where they are intended
/.

     Section 1.3 Other Offices. The Corporation shall have such > offices either
     within or outside the State of Delaware and within or outside the > United
     States, as the Board of Directors may from time to time determine > or as the
     business of the Corporation may require. In the event the > Corporation
     desires to qualify to do business in one or more states other > than Delaware,
     the Corporation shall designate the location of the registered > office in
     each such state and designate the registered agent for service of > process at
     such address in the manner provided by the law of the state in > which the
     corporation elects to be qualified.

     > --------------------------------------------------------------------------------

     Dear Eddie,

     Thank you for your email.

     I highlight that my email follows what I said during the Summit > in Bruxelles.
     My intervention represents a proposal submitted to the Board, > which must be
     discussed and voted on.

     On 27 Apr 2024, at 15:14, E.M. wrote:

         Dear Nicola,

         many thanks for the effort to bring to review of our XSF > organizational
         setup and make a suggestion to create a legal instance in > Europe.
         I assume there will be more coming than creating an European > instance
         for the XSF, right?

     I thought it would be appropriate or helpful to try to be more > proactive in
     Europe.

     This also involves ensuring that XSF has a European presence and > is ready
     with an action plan and agenda.

         Not being a lawyer, I am supporting this attempt in general > very much. I
         believe we have a strong community in Europe and should also > back up our
         community here with a legal instance for the technology we > standardize.

         My question would be what legal aspects we need to discuss > having a
         "bilateral" (or more) organizational setup? Does this bring > any conflict?
         How do we as Board member refer and deal with new things like > DMA etc.?
         What will EU legislation expect from us? What can we expect?

      From my perspective, the legal aspects are mainly concerned with > amending
     the bylaws to provide for a seat in Europe and the existence of a > program,
     i.e., what XSF proposes to do to promote XMPP.

     There shouldn't be any conflict because these are purely > organizational
     activities.

     I think that Board members should continue performing the same > current
     activities in compliance with the bylaws, such as providing > information,
     communicating, providing support where necessary, plus > implementing programs.

     It's important to note that XSF, as a foundation, must act > respecting the
     bylaws, make proposals, and realize projects (if they exist).

     We should not expect more.

     However, XSF has the potential to form partnerships with > companies that have
     plans to present projects on a European level.

         If we create a new legal instance, can we create the instance > on an
         "Europe level" or would the instance exist in a distinct EU > country? If
         so, which country?

     The current bylaws already provide the possibility of setting up > other
     locations.

     We should only add a European XSF legal office (any Member State) > so anyone
     can see this in the bylaws themselves.

         My question to Board would be: As I am in all favor for this > attempt,
         and also in favor to put work and time into it, are you as > well in
         favor? Or are you not, and what does not meant to you? My > basic question
         is that I don't want to spent time fighting something that is > actually
         not of interest by a majority in the Board or the XSF > organization.
         Please kindly review this for yourself, too.

     I reiterate that my intervention is only a proposal that the > Board discusses
     and votes on.

     Therefore, I await the replies of others.

         By the way, do we need to review the way we handle member > applications
         and personal data? Any other hosting of data?

         Have a good day and stay healthy,
         Eddie

         On 26.04.24 16:28, Nicola Fabiano wrote:

             Dear all,

             Following our last Board meeting, I propose to discuss the
             organization of XSF's activities further to promote the XMPP
             protocol at every level, including at European institutions,
             possibly by participating in projects to obtain > contributions and
             funding (I have some ideas, but I will explain later).

             Each Board member's input is crucial.
             I encourage everyone to outline a few items as our agenda > for the
             next 6/12 months.
             These points should be related to programmatic and > organizational
             business only (non-technical), reflecting your unique > perspectives
             and expertise.

             In that way, everyone can be in the running for one or > more items to
             deal with and what goal we (XSF) want to achieve > following our program.

             Hence, feel free to share your thoughts about the > programmatic and
             organizational business, and then we can discuss them.

             Apart from programmatic and organizational business, the > first step
             is the proposal concerns amending the statutes of the > registered
             office. That modification is necessary to access the > European
             institutions. Other modification proposals are welcome, > and we can
             evaluate all of them.

             Otherwise, an amended version (in bold italic) of Article > 1 follows.

             > --------------------------------------------------------------------------------

                   ARTICLE I: Offices

             Section 1.1 Registered Office and Registered Agent. The > address of
             the initial registered office of The XMPP Standards > Foundation (the
             “Corporation”) in the State of Delaware and the name of > the initial
             registered agent of the Corporation at such address are > set forth in
             the Certificate of Incorporation (the “Certificate”). The
             Corporation may, from time to time, designate a different > address as
             its registered office or a different person as its > registered agent,
             or both; provided, however, that such designation shall > become
             effective upon the filing of a statement of such change > with the
             Secretary of State of the State of Delaware as is > required by law.

             /Section 1.2 Principal Offices./ The principal offices > of the
             Corporation shall be at 1899 Wynkoop Street, Denver, > Colorado 80202,
             /and at xxxx, xxx, Europe,/ or at such other place as > the Board of
             Directors shall designate from time to time. The business > of the
             Corporation shall be transacted from the principal > /offices/, and
             the records of the Corporation shall be kept there. > /Both principal
             offices have legal effect, irrespective of where the > activities are
             carried out and where they are intended
/.

             Section 1.3 Other Offices. The Corporation shall have > such offices
             either within or outside the State of Delaware and within > or outside
             the United States, as the Board of Directors may from > time to time
             determine or as the business of the Corporation may > require. In the
             event the Corporation desires to qualify to do business > in one or
             more states other than Delaware, the Corporation shall > designate the
             location of the registered office in each such state and > designate
             the registered agent for service of process at such > address in the
             manner provided by the law of the state in which the > corporation
             elects to be qualified.

             > --------------------------------------------------------------------------------

             I look forward to receiving a reply from you.

             All the best,

             Nicola

--------------

This e-mail (including attachments) is intended only for the recipient(s) named above. It may contain confidential or privileged information and should not be read, copied, or used by anyone else. If you are not the named recipient, please contact the sender and delete the e-mail from your system.

>>>
     I am available.

     > --------------------------------------------------------------------------------

     Ciao Peter,

     Thank you for your email and your insights.

     On 29 Apr 2024, at 21:22, Peter Saint-Andre wrote:

         Ciao Nicola,

         Thank you for initiating this discussion.

         I don't feel qualified to provide accurate insights regarding > your
         proposal, so instead I will ask a few questions:

         (1) Is the intent here primarily to seek funding from European
         organizations (e.g., EU grants)?

     Not only that, but the intention is to create a European > positioning to
     evaluate any possible initiative. XSF's official headquarters in > the US
     could be a distraction. From my point of view, an official > presence in
     Europe would facilitate involvement in possible partnerships and > more
     attention from the institutions (the European digital strategy is > strongly
     focused on an internal market). That is my idea, and I hope to be > right.

         (2) Is European domicile or a European business presence > required in
         order to receive such grants?

     That may not be the case, but as I said, presence in Europe would > facilitate
     access to possible resources.

         (3) What are the legal, regulatory, tax (and thus also > financial)
         implications of establishing a European business presence or
         "co-domicile" such as you have outlined?

     I am not an accountant, so I am answering from my experience. > Since XSF is a
     Foundation, contributions should not be taxed, especially if they > come from
     institutional sources (participation in any EU projects). It may be
     necessary, with an office in Europe, to apply for a tax code or > VAT number,
     but this should be asked of an accountant.

         (4) What is needed in order to establish such a presence or > co-domicile?
         Do we need an office / physical address, or merely a mailing > address?

     The bylaws should be changed to provide for a seat in Europe with > a postal
     address of any kind.

         (5) Should we perhaps consider moving the organization to Europe
         entirely instead of having some presence in the USA and some > in a
         European country?

     I propose to amend the bylaws, and I note two possible solutions:

      1. change the registered office from the US to Europe and then > have only
         one office in the EU;
      2. Add - as provided for in the statute - a seat in the EU that > is as
         official as the one in the USA; this second solution, > legally, seems
         less valid to me.

     It always depends on what one wants to do, i.e., what projects > are to be
     realized and what XSF intends to do.

         I'd like to "take a step back" and consider what our goals > are. Consider:

           *

             perhaps we feel it would be beneficial to significantly > increase
             certain kinds of activity, for example:

               o promote XMPP as a neutral technology for > interoperability (cf. DMA)
               o raise money that we can use to help support > implementation of
                 key protocols in open-source servers and clients
           *

             perhaps we feel that the best way to do that would be to > seek out
             funding from European sources

           *

             perhaps we feel we won't be considered for such grants > unless we
             have a European business presence / co-domicile

           *

             then we might conclude that what you propose makes sense

         But it seems to me that we need to be clear on the goals, first.

     I agree, but XSF's identity and the goals it wants or would like > to achieve
     need clarification. Therefore, an organizational, administrative > (not
     technical) program is needed.

         Peter

         P.S. Aside from the reasoning outlined above, there might be > other
         reasons to consider a co-domicile arrangement or moving the > Foundation
         to Europe entirely. For example: most of the XSF's and the > community's
         activity (Summits, FOSDEM, major open-source projects and > companies) is
         in Europe, not North America. So that might be worth > discussing anyway.

     I agree, and this is one of the reasons why I made my proposal.
     We are in no hurry. We can discuss it together, but we must > evaluate it
     soon. Otherwise, XSF remains isolated from the rest of the > business world,
     with a role relegated solely to technical aspects. XSF deserves > more.

     All the best,

     Nicola

         On 4/26/24 8:28 AM, Nicola Fabiano wrote:

             Dear all,

             Following our last Board meeting, I propose to discuss the
             organization of XSF's activities further to promote the XMPP
             protocol at every level, including at European institutions,
             possibly by participating in projects to obtain > contributions and
             funding (I have some ideas, but I will explain later).

             Each Board member's input is crucial.
             I encourage everyone to outline a few items as our agenda > for the
             next 6/12 months.
             These points should be related to programmatic and > organizational
             business only (non-technical), reflecting your unique > perspectives
             and expertise.

             In that way, everyone can be in the running for one or > more items to
             deal with and what goal we (XSF) want to achieve > following our program.

             Hence, feel free to share your thoughts about the > programmatic and
             organizational business, and then we can discuss them.

             Apart from programmatic and organizational business, the > first step
             is the proposal concerns amending the statutes of the > registered
             office. That modification is necessary to access the > European
             institutions. Other modification proposals are welcome, > and we can
             evaluate all of them.

             Otherwise, an amended version (in bold italic) of Article > 1 follows.

             > --------------------------------------------------------------------------------

             |ARTICLE I: Offices |

             /Section 1.1 Registered Office and Registered Agent./ The > address of
             the initial registered office of The XMPP Standards > Foundation (the
             “Corporation”) in the State of Delaware and the name of > the initial
             registered agent of the Corporation at such address are > set forth in
             the Certificate of Incorporation (the “Certificate”). The
             Corporation may, from time to time, designate a different > address as
             its registered office or a different person as its > registered agent,
             or both; provided, however, that such designation shall > become
             effective upon the filing of a statement of such change > with the
             Secretary of State of the State of Delaware as is > required by law.

             //Section 1.2 Principal Offices.// The principal offices > of the
             Corporation shall be at 1899 Wynkoop Street, Denver, > Colorado 80202,
             //and at xxxx, xxx, Europe,// or at such other place as > the Board of
             Directors shall designate from time to time. The business > of the
             Corporation shall be transacted from the principal > //offices//, and
             the records of the Corporation shall be kept there. > //Both principal
             offices have legal effect, irrespective of where the > activities are
             carried out and where they are intended//.

             /Section 1.3 Other Offices./ The Corporation shall have > such offices
             either within or outside the State of Delaware and within > or outside
             the United States, as the Board of Directors may from > time to time
             determine or as the business of the Corporation may > require. In the
             event the Corporation desires to qualify to do business > in one or
             more states other than Delaware, the Corporation shall > designate the
             location of the registered office in each such state and > designate
             the registered agent for service of process at such > address in the
             manner provided by the law of the state in which the > corporation
             elects to be qualified.

     > --------------------------------------------------------------------------------

     On 2 May 2024, at 1:38, Peter Saint-Andre wrote:

         Ciao Nicola, more thoughts below...

         On 4/30/24 1:32 AM, Nicola Fabiano wrote:

             Ciao Peter,

             Thank you for your email and your insights.

             On 29 Apr 2024, at 21:22, Peter Saint-Andre wrote:

             |Ciao Nicola, Thank you for initiating this discussion. I > don't feel
             qualified to provide accurate insights regarding your > proposal, so
             instead I will ask a few questions: (1) Is the intent > here primarily
             to seek funding from European organizations (e.g., EU > grants)? |

             Not only that, but the intention is to create a European > positioning
             to evaluate any possible initiative. XSF's official > headquarters in
             the US could be a distraction. From my point of view, an > official
             presence in Europe would facilitate involvement in possible
             partnerships and more attention from the institutions > (the European
             digital strategy is strongly focused on an internal > market). That is
             my idea, and I hope to be right.

         This seems like a reasonable hypothesis.

         If there were no costs involved and we could identify people > to handle
         certain aspects of XSF operations (e.g., the Treasurer role > that I've
         filled for many years), I would be in favor of moving the entire
         organization from the USA to the EU.

         Of course, there are always costs involved and it's not > always easy to
         find people to fill certain roles in the long term. :-) But I > think it's
         worth exploring.

         Naturally, if this change led to more funding, then we'd have > money to
         spend on legal and accounting help to make the transition > across the
         Atlantic. But we have a bit of a "chicken and egg problem" here.

             |(2) Is European domicile or a European business presence > required
             in order to receive such grants? |

             That may not be the case, but as I said, presence in > Europe would
             facilitate access to possible resources.

             |(3) What are the legal, regulatory, tax (and thus also > financial)
             implications of establishing a European business presence or
             "co-domicile" such as you have outlined? |

             I am not an accountant, so I am answering from my > experience. Since
             XSF is a Foundation, contributions should not be taxed, > especially
             if they come from institutional sources (participation in > any EU
             projects). It may be necessary, with an office in Europe, > to apply
             for a tax code or VAT number, but this should be asked of > an accountant.

         For sure. I am reasonably familiar with U.S. rules for > non-profits, but
         I am utterly ignorant of the situation in the EU (or UK), I > don't know
         how things differ by country and which countries are most > friendly to
         non-profit organizations, etc.

             |(4) What is needed in order to establish such a presence or
             co-domicile? Do we need an office / physical address, or > merely a
             mailing address? |

             The bylaws should be changed to provide for a seat in > Europe with a
             postal address of any kind.

         BTW, the current Bylaws specify an address of 1899 Wynkoop > Street in
         Denver, but that was the old Jabber Inc. address and we no > longer
         receive mail there. At this point the Principal Address is > probably my
         house! (We do have a post office box, but business operations > are not
         conducted there.)

             |(5) Should we perhaps consider moving the organization > to Europe
             entirely instead of having some presence in the USA and > some in a
             European country? |

             I propose to amend the bylaws, and I note two possible > solutions:

              1. change the registered office from the US to Europe > and then have
                 only one office in the EU;

         See above. This is not a trivial undertaking and we'd need to > estimate
         the costs, both initial and recurring. But I am not opposed > to it.

              2. Add - as provided for in the statute - a seat in the > EU that is as
                 official as the one in the USA; this second solution, > legally, seems
                 less valid to me.

             It always depends on what one wants to do, i.e., what > projects are
             to be realized and what XSF intends to do.

         True. We also need to think about things like organizational > continuity
         and succession planning. Specifically, I am uncomfortable > being one of
         the only active XSF members in the U.S., and the only one who > can access
         our bank account, file tax forms, etc.

             |I'd like to "take a step back" and consider what our > goals are.
             Consider: * perhaps we feel it would be beneficial to > significantly
             increase certain kinds of activity, for example: o > promote XMPP as a
             neutral technology for interoperability (cf. DMA) o raise > money that
             we can use to help support implementation of key > protocols in
             open-source servers and clients * perhaps we feel that > the best way
             to do that would be to seek out funding from European > sources *
             perhaps we feel we won't be considered for such grants > unless we
             have a European business presence / co-domicile * then we > might
             conclude that what you propose makes sense But it seems > to me that
             we need to be clear on the goals, first. |

             I agree, but XSF's identity and the goals it wants or > would like to
             achieve need clarification. Therefore, an organizational,
             administrative (not technical) program is needed.

         Agreed.

             |Peter P.S. Aside from the reasoning outlined above, > there might be
             other reasons to consider a co-domicile arrangement or > moving the
             Foundation to Europe entirely. For example: most of the > XSF's and
             the community's activity (Summits, FOSDEM, major open-source
             projects and companies) is in Europe, not North America. > So that
             might be worth discussing anyway. |

             I agree, and this is one of the reasons why I made my > proposal.
             We are in no hurry. We can discuss it together, but we > must evaluate
             it soon. Otherwise, XSF remains isolated from the rest of > the
             business world, with a role relegated solely to technical > aspects.
             XSF deserves more.

         I'm curious to hear more about your thinking here.

     I agree with you. As you said, it is worth considering a legal > office in Europe.

         Peter

     Ciao Peter,

     Thank you.

     All the best,

     Nicola

     > --------------------------------------------------------------------------------

     On 2 May 2024, at 17:37, Peter Saint-Andre wrote:

         On 5/2/24 1:01 AM, Nicola Fabiano wrote:

             On 2 May 2024, at 1:38, Peter Saint-Andre wrote:

             |Ciao Nicola, more thoughts below... On 4/30/24 1:32 AM, > Nicola
             Fabiano wrote: We can discuss it together, but we must > evaluate it
             soon. Otherwise, XSF remains isolated from the rest of > the business
             world, with a role relegated solely to technical aspects. > XSF
             deserves more. I'm curious to hear more about your > thinking here. |

             I agree with you. As you said, it is worth considering a > legal
             office in Europe.

         Specifically, I would like to understand more fully why you > say that the
         "XSF remains isolated from the rest of the business world, > with a role
         relegated solely to technical aspects."

         Since its founding in 2001, the XSF as a standards development
         organization has indeed been dedicated (or relegated) solely to
         technical aspects: primarily defining standardized protocols > along with
         a very few ancillary matters. With a few rare exceptions, the > XSF hasn't
         even actively supported (e.g., with monetary grants) the > projects and
         companies that develop XMPP-compatible software. In large > part, this is
         a legacy of the XSF's place in the Jabber/XMPP ecosystem and its
         founding as a neutral organization that would not favor any > particular
         vendor or developer, or even favor open-source software over > proprietary
         software. It is also consistent with the nature of our > community, which
         consists of technically-minded people who don't know much > about things
         like marketing or government policy.

         In your mind, what would a closer integration with the rest > of the
         business world look like? What new activities would we engage > in? What
         expertise would we need to acquire? And so on.

         Peter

     Peter,

     My meaning was that XSF—as a foundation—even though it was born in a
     technical context and is dedicated to XEP, could also organize > public
     events, do dissemination, participate in competitions to obtain > public or
     private funding, be proactive in the communication and > dissemination of
     XMPP, etc.
     I did not mean that XSF does not carry out activities but that > these could
     extend.
      From my point of view, I see more opportunities in Europe than > in the rest
     of the world.

     --------------

     /This e-mail (including attachments) is intended only for the > recipient(s)
     named above. It may contain confidential or privileged > information and
     should not be read, copied, or used by anyone else. If you are > not the named
     recipient, please contact the sender and delete the e-mail from > your system./

-- > Normally there is some text here, bragging about the new phone and > excusing for
the brevity. That is insane: if this phone was really that great, I > would have
sent a decent mail.

All the best,

Nicola