[Members] Re: Proposals - programmatic and organizational business

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?

On 11.05.24 12:58, Mario Sabatino <mario(a)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(a)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 >> >>             ssigen >> >>      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. > >