24 Feb
2026
24 Feb
'26
11:50 p.m.
Dear XSF community,
Documentation has been prepared outlining example approaches for relocating
the XSF's legal home to the European Union. These proposals are intended as
lightweight, pragmatic illustrations of how such a transition could work.
They are not intended to define the eventual legal form, and no decisions
have been made.
Please note: although I am currently a Board member, these proposals were
created on my own accord and do not reflect any shared opinion or decision
of the XSF Board.
Currently, the examples focus on structures under Dutch law and assume a
complete migration from the U.S. to the EU. They are meant to help the
community explore possibilities, understand trade-offs, and discuss
potential paths forward.
The proposals can be found at:
https://wiki.xmpp.org/web/XSF_EU_Legal_Transition_Proposal
Please review these examples, ask questions, and share feedback - maybe
even add alternative proposals of your own. Your input will help ensure
that any future decision is well-informed, practical, and aligned with the
needs of the XSF community.
Kind regards,
Guus
25 Feb
25 Feb
12:09 a.m.
Thanks for doing all of this research, Guus!
I do like how the Vereniging mirrors the XSF structures.
- Presumably it does so more than the existing US 501(c)(3) rules currently
do?
- We'd wanna be sure we'll get the tax-exempt status before progressing too
far?
- Do you know if it requires that we have 1+ representatives physically in
NL?
I don't expect you to have all of these answers, or to learn enough to
answer them all either. Just wanted to blurt out my thoughts.
On Tue, 24 Feb 2026 at 13:51, Guus der Kinderen <guus.der.kinderen(a)gmail.com>
wrote:
Dear XSF community,
Documentation has been prepared outlining example approaches for
relocating the XSF's legal home to the European Union. These proposals are
intended as lightweight, pragmatic illustrations of how such a transition
could work. They are not intended to define the eventual legal form, and no
decisions have been made.
Please note: although I am currently a Board member, these proposals were
created on my own accord and do not reflect any shared opinion or decision
of the XSF Board.
Currently, the examples focus on structures under Dutch law and assume a
complete migration from the U.S. to the EU. They are meant to help the
community explore possibilities, understand trade-offs, and discuss
potential paths forward.
The proposals can be found at:
https://wiki.xmpp.org/web/XSF_EU_Legal_Transition_Proposal
Please review these examples, ask questions, and share feedback - maybe
even add alternative proposals of your own. Your input will help ensure
that any future decision is well-informed, practical, and aligned with the
needs of the XSF community.
Kind regards,
Guus
12:35 a.m.
Hi Dan,
Before drilling down: let's not necessarily get bogged down in the details
of these two Dutch-based examples. I prepared them mainly because, as a
Dutch citizen, the information on these particular forms was most readily
accessible to me. There are certainly other forms, potentially just as
suitable or even better, that we could consider. I am very open to
discussing such alternatives.
As for your questions on the two Dutch-based proposals (obviously IANAL):
- The Dutch Vereniging is more of a 'structure' definition than U.S.
501(c)(3) rules, that focus mostly on tax-exemption and limiting private
benefit. So yes, a Vereniging in that sense more closely reflects the
existing XSF structures as defined in the bylaws.
- I don't know if tax-exempt status is/should be a requirement. It is
easy to see the theoretical benefit, but I'm not sure if we have been
benefiting from this in practice. In Dutch legalise, you typically need an
ANBI designation if you want donations to be tax-deductible. The ANBI
approval process is usually straightforward if your purpose clearly serves
the public benefit and your governance and financial reporting meet the
requirements, but it's not automatic.
- I think that there's no strict requirement that board members live in
the Netherlands. However, for practical purposes, the Dutch Chamber of
Commerce may require a registered address in the Netherlands for the
organization itself (not necessarily for each board member). Also, in
previous experience, when you want to register for things like a bank
account, additional regulation kicks in...
Kind regards,
Guus
On Tue, Feb 24, 2026 at 3:09 PM Dan Caseley <dan(a)caseley.me.uk> wrote:
Thanks for doing all of this research, Guus!
I do like how the Vereniging mirrors the XSF structures.
- Presumably it does so more than the existing US 501(c)(3) rules
currently do?
- We'd wanna be sure we'll get the tax-exempt status before progressing
too far?
- Do you know if it requires that we have 1+ representatives physically in
NL?
I don't expect you to have all of these answers, or to learn enough to
answer them all either. Just wanted to blurt out my thoughts.
On Tue, 24 Feb 2026 at 13:51, Guus der Kinderen <
guus.der.kinderen(a)gmail.com> wrote:
Dear XSF community,
Documentation has been prepared outlining example approaches for
relocating the XSF's legal home to the European Union. These proposals are
intended as lightweight, pragmatic illustrations of how such a transition
could work. They are not intended to define the eventual legal form, and no
decisions have been made.
Please note: although I am currently a Board member, these proposals were
created on my own accord and do not reflect any shared opinion or decision
of the XSF Board.
Currently, the examples focus on structures under Dutch law and assume a
complete migration from the U.S. to the EU. They are meant to help the
community explore possibilities, understand trade-offs, and discuss
potential paths forward.
The proposals can be found at:
https://wiki.xmpp.org/web/XSF_EU_Legal_Transition_Proposal
Please review these examples, ask questions, and share feedback - maybe
even add alternative proposals of your own. Your input will help ensure
that any future decision is well-informed, practical, and aligned with the
needs of the XSF community.
Kind regards,
Guus
1:31 a.m.
One thing that I couldn't see covered, but has been in previous
explorations of this nature - would this (and similar options) require our
bylaws to be in some non-English language?
While I appreciate that many of us don't speak/read English natively, it is
nevertheless the language most of us can read the most (if that makes
sense). If the legal form were in Dutch, then much as I appreciate the
value of encryption...
On Tue, 24 Feb 2026 at 13:51, Guus der Kinderen <guus.der.kinderen(a)gmail.com>
wrote:
Dear XSF community,
Documentation has been prepared outlining example approaches for
relocating the XSF's legal home to the European Union. These proposals are
intended as lightweight, pragmatic illustrations of how such a transition
could work. They are not intended to define the eventual legal form, and no
decisions have been made.
Please note: although I am currently a Board member, these proposals were
created on my own accord and do not reflect any shared opinion or decision
of the XSF Board.
Currently, the examples focus on structures under Dutch law and assume a
complete migration from the U.S. to the EU. They are meant to help the
community explore possibilities, understand trade-offs, and discuss
potential paths forward.
The proposals can be found at:
https://wiki.xmpp.org/web/XSF_EU_Legal_Transition_Proposal
Please review these examples, ask questions, and share feedback - maybe
even add alternative proposals of your own. Your input will help ensure
that any future decision is well-informed, practical, and aligned with the
needs of the XSF community.
Kind regards,
Guus
3:09 a.m.
Hi,
Dutch law requires bylaws to be in Dutch. You can have the notary draft
them bilingually (e.g. also in English) for an additional fee, but the
legal interpretation will always be using the Dutch language version.
This is mostly because it is sometimes hard to translate Dutch legal
terms exactly.
--
ralphm
On 24/02/2026 16.31, Dave Cridland wrote:
One thing that I couldn't see covered, but has
been in previous
explorations of this nature - would this (and similar options) require
our bylaws to be in some non-English language?
While I appreciate that many of us don't speak/read English natively,
it is nevertheless the language most of us can read the most (if that
makes sense). If the legal form were in Dutch, then much as I
appreciate the value of encryption...
On Tue, 24 Feb 2026 at 13:51, Guus der Kinderen
<guus.der.kinderen(a)gmail.com> wrote:
Dear XSF community,
Documentation has been prepared outlining example approaches for
relocating the XSF's legal home to the European Union. These
proposals are intended as lightweight, pragmatic illustrations of
how such a transition could work. They are not intended to define
the eventual legal form, and no decisions have been made.
Please note: although I am currently a Board member, these
proposals were created on my own accord and do not reflect any
shared opinion or decision of the XSF Board.
Currently, the examples focus on structures under Dutch law and
assume a complete migration from the U.S. to the EU. They are
meant to help the community explore possibilities, understand
trade-offs, and discuss potential paths forward.
The proposals can be found at:
https://wiki.xmpp.org/web/XSF_EU_Legal_Transition_Proposal
Please review these examples, ask questions, and share feedback -
maybe even add alternative proposals of your own. Your input will
help ensure that any future decision is well-informed, practical,
and aligned with the needs of the XSF community.
Kind regards,
Guus
3:25 a.m.
Hi,
at least we have several member speaking Dutch. Although I am not a
native speaker of Dutch, I have no problems to understand also legal texts.
eevvoor / yvo
On 2/24/26 7:09 PM, Ralph Meijer wrote:
Hi,
Dutch law requires bylaws to be in Dutch. You can have the notary draft
them bilingually (e.g. also in English) for an additional fee, but the
legal interpretation will always be using the Dutch language version.
This is mostly because it is sometimes hard to translate Dutch legal
terms exactly.
--
ralphm
On 24/02/2026 16.31, Dave Cridland wrote:
One thing that I couldn't see covered, but
has been in previous
explorations of this nature - would this (and similar options) require
our bylaws to be in some non-English language?
While I appreciate that many of us don't speak/read English natively,
it is nevertheless the language most of us can read the most (if that
makes sense). If the legal form were in Dutch, then much as I
appreciate the value of encryption...
On Tue, 24 Feb 2026 at 13:51, Guus der Kinderen
<guus.der.kinderen(a)gmail.com> wrote:
Dear XSF community,
Documentation has been prepared outlining example approaches for
relocating the XSF's legal home to the European Union. These
proposals are intended as lightweight, pragmatic illustrations of
how such a transition could work. They are not intended to define
the eventual legal form, and no decisions have been made.
Please note: although I am currently a Board member, these
proposals were created on my own accord and do not reflect any
shared opinion or decision of the XSF Board.
Currently, the examples focus on structures under Dutch law and
assume a complete migration from the U.S. to the EU. They are
meant to help the community explore possibilities, understand
trade-offs, and discuss potential paths forward.
The proposals can be found at: https://wiki.xmpp.org/web/
XSF_EU_Legal_Transition_Proposal
Please review these examples, ask questions, and share feedback -
maybe even add alternative proposals of your own. Your input will
help ensure that any future decision is well-informed, practical,
and aligned with the needs of the XSF community.
Kind regards,
Guus
3:45 a.m.
I need to clarify this a bit, because already the language forms a
problem of interpretation. The Articles of Association (in Dutch
"Statuten") must be in Dutch, but can also have a foreign language
translation that is officially notarized as such. Then, you can have
Bylaws (in Dutch "Huishoudelijk Reglement") that further define how the
entity organizes itself. You don't need a notary for changing these, but
you do need to specify in your Statuten how this document functions and
how it can be changed. What we currently have in our Bylaws would have
to be split between the two.
How you make the split depends on how flexible you want to be (without
incurring notary costs), but some things *must be* in the Statuten,
including how the board is appointed and what members and their
obligations are. But for example how the XMPP Council is elected and
functions can be in the HR.
That brings me to another thing that needs to be sorted: our Officers.
We would need to figure out if we want those to be part of the Board
proper or that they are proxies with power of attorney. The default in a
Vereniging is that the Board is collectively executive and an Executive
Director that is not part of the Board is typically a salaried employee
(CEO). I'm sure that there are more practical matters when we get to the
details.
--
ralphm
On 24/02/2026 18.09, Ralph Meijer wrote:
Hi,
Dutch law requires bylaws to be in Dutch. You can have the notary
draft them bilingually (e.g. also in English) for an additional fee,
but the legal interpretation will always be using the Dutch language
version. This is mostly because it is sometimes hard to translate
Dutch legal terms exactly.
--
ralphm
On 24/02/2026 16.31, Dave Cridland wrote:
One thing that I couldn't see covered, but
has been in previous
explorations of this nature - would this (and similar options)
require our bylaws to be in some non-English language?
While I appreciate that many of us don't speak/read English natively,
it is nevertheless the language most of us can read the most (if that
makes sense). If the legal form were in Dutch, then much as I
appreciate the value of encryption...
On Tue, 24 Feb 2026 at 13:51, Guus der Kinderen
<guus.der.kinderen(a)gmail.com> wrote:
Dear XSF community,
Documentation has been prepared outlining example approaches for
relocating the XSF's legal home to the European Union. These
proposals are intended as lightweight, pragmatic illustrations of
how such a transition could work. They are not intended to define
the eventual legal form, and no decisions have been made.
Please note: although I am currently a Board member, these
proposals were created on my own accord and do not reflect any
shared opinion or decision of the XSF Board.
Currently, the examples focus on structures under Dutch law and
assume a complete migration from the U.S. to the EU. They are
meant to help the community explore possibilities, understand
trade-offs, and discuss potential paths forward.
The proposals can be found at:
https://wiki.xmpp.org/web/XSF_EU_Legal_Transition_Proposal
Please review these examples, ask questions, and share feedback -
maybe even add alternative proposals of your own. Your input will
help ensure that any future decision is well-informed, practical,
and aligned with the needs of the XSF community.
Kind regards,
Guus
28 Feb
28 Feb
2:26 a.m.
Dear all,
I propose to create the legal structure in France, there is "Association loi de
1901" = "Association à but non lucratif", some links:
- https://fr.wikipedia.org/wiki/Association_de_la_loi_1901
-
https://fr.wikipedia.org/wiki/Association_%C3%A0_but_non_lucratif#Associati…
- https://fr.wikipedia.org/wiki/Association_%C3%A0_but_non_lucratif
- https://en.wikipedia.org/wiki/Nonprofit_organization
Important: A very long time ago, when I have searched a company to host XSF data (before
the server crashes) and when I specify that it is US organization, all talks have stopped.
I had informed Peter Saint-Andre about this problem.
Good to see that now, in 2026, there is a progress about this situation.
Regards,
BOCQUET Ludovic
________________________________________
From: Guus der Kinderen <guus.der.kinderen(a)gmail.com>
Sent: Tuesday, February 24, 2026 1:50 PM
To: XSF Members
Subject: [Members] XSF EU Legal Structure: Example Proposals
Dear XSF community,
Documentation has been prepared outlining example approaches for relocating the XSF's
legal home to the European Union. These proposals are intended as lightweight, pragmatic
illustrations of how such a transition could work. They are not intended to define the
eventual legal form, and no decisions have been made.
Please note: although I am currently a Board member, these proposals were created on my
own accord and do not reflect any shared opinion or decision of the XSF Board.
Currently, the examples focus on structures under Dutch law and assume a complete
migration from the U.S. to the EU. They are meant to help the community explore
possibilities, understand trade-offs, and discuss potential paths forward.
The proposals can be found at: https://wiki.xmpp.org/web/XSF_EU_Legal_Transition_Proposal
Please review these examples, ask questions, and share feedback - maybe even add
alternative proposals of your own. Your input will help ensure that any future decision is
well-informed, practical, and aligned with the needs of the XSF community.
Kind regards,
Guus
3:09 a.m.
Libervia is a French nonprofit organization, so we have the expertise
with goffi for that. My French is definitely not good enough for legal
texts. Dutch is convenient for me.
On 2/27/26 6:26 PM, Ludovic BOCQUET wrote:
Dear all,
I propose to create the legal structure in France, there is "Association loi de
1901" = "Association à but non lucratif", some links:
- https://fr.wikipedia.org/wiki/Association_de_la_loi_1901
-
https://fr.wikipedia.org/wiki/Association_%C3%A0_but_non_lucratif#Associati…
- https://fr.wikipedia.org/wiki/Association_%C3%A0_but_non_lucratif
- https://en.wikipedia.org/wiki/Nonprofit_organization
Important: A very long time ago, when I have searched a company to host XSF data (before
the server crashes) and when I specify that it is US organization, all talks have stopped.
I had informed Peter Saint-Andre about this problem.
Good to see that now, in 2026, there is a progress about this situation.
Regards,
BOCQUET Ludovic
________________________________________
From: Guus der Kinderen <guus.der.kinderen(a)gmail.com>
Sent: Tuesday, February 24, 2026 1:50 PM
To: XSF Members
Subject: [Members] XSF EU Legal Structure: Example Proposals
Dear XSF community,
Documentation has been prepared outlining example approaches for relocating the XSF's
legal home to the European Union. These proposals are intended as lightweight, pragmatic
illustrations of how such a transition could work. They are not intended to define the
eventual legal form, and no decisions have been made.
Please note: although I am currently a Board member, these proposals were created on my
own accord and do not reflect any shared opinion or decision of the XSF Board.
Currently, the examples focus on structures under Dutch law and assume a complete
migration from the U.S. to the EU. They are meant to help the community explore
possibilities, understand trade-offs, and discuss potential paths forward.
The proposals can be found at:
https://wiki.xmpp.org/web/XSF_EU_Legal_Transition_Proposal
Please review these examples, ask questions, and share feedback - maybe even add
alternative proposals of your own. Your input will help ensure that any future decision is
well-informed, practical, and aligned with the needs of the XSF community.
Kind regards,
Guus
6:17 a.m.
Hello everyone,
Thank you for your thoughtful participation in the discussion. It's
encouraging to see new ideas being shared.
I want to emphasize the goal that started this conversation: to
develop *lightweight,
practical proposals* that can be evaluated and acted on. Suggestions that
only name a legal form or outline a general idea don't provide enough
detail for the community to assess their implications.
To be most useful, proposals should give enough information for members to
understand governance, membership, operational aspects, and any practical
impacts in the context of the XSF. A simple structure can help, for example:
- Key characteristics - Decision-making, membership roles, operational
aspects, or other notable features.
- Comparison to current structure - Optional notes on differences from
our existing model.
- Practical considerations - Language requirements, registration steps,
or other operational impacts.
Including context, examples, or references makes it easier for the
community to review and compare options effectively.
Thank you again for contributing your ideas. Please add them to the wiki
(at https://wiki.xmpp.org/web/XSF_EU_Legal_Transition_Proposal ) . By
keeping them clear and structured, we can ensure the discussion is
productive and that each option can be properly considered.
Kind regards,
Guus
On Fri, Feb 27, 2026 at 6:10 PM eevvoor via Members <members(a)xmpp.org>
wrote:
Libervia is a French nonprofit organization, so we
have the expertise
with goffi for that. My French is definitely not good enough for legal
texts. Dutch is convenient for me.
On 2/27/26 6:26 PM, Ludovic BOCQUET wrote:
Dear all,
I propose to create the legal structure in France, there is "Association
loi
de 1901" = "Association à but non lucratif", some links:
https://fr.wikipedia.org/wiki/Association_%C3%A0_but_non_lucratif#Associati…
-
https://fr.wikipedia.org/wiki/Association_%C3%A0_but_non_lucratif
- https://en.wikipedia.org/wiki/Nonprofit_organization
Important: A very long time ago, when I have searched a company to host
XSF data
(before the server crashes) and when I specify that it is US
organization, all talks have stopped. I had informed Peter Saint-Andre
about this problem.
Good to see that now, in 2026, there is a progress about this situation.
Regards,
BOCQUET Ludovic
________________________________________
From: Guus der Kinderen <guus.der.kinderen(a)gmail.com>
Sent: Tuesday, February 24, 2026 1:50 PM
To: XSF Members
Subject: [Members] XSF EU Legal Structure: Example Proposals
Dear XSF community,
Documentation has been prepared outlining example approaches for
relocating the
XSF's legal home to the European Union. These proposals are
intended as lightweight, pragmatic illustrations of how such a transition
could work. They are not intended to define the eventual legal form, and no
decisions have been made.
Please note: although I am currently a Board member, these proposals
were created
on my own accord and do not reflect any shared opinion or
decision of the XSF Board.
Currently, the examples focus on structures under Dutch law and assume a
complete
migration from the U.S. to the EU. They are meant to help the
community explore possibilities, understand trade-offs, and discuss
potential paths forward.
The proposals can be found at:
https://wiki.xmpp.org/web/XSF_EU_Legal_Transition_Proposal
Please review these examples, ask questions, and share feedback - maybe
even add
alternative proposals of your own. Your input will help ensure
that any future decision is well-informed, practical, and aligned with the
needs of the XSF community.
Kind regards,
Guus
4 Mar
4 Mar
12:54 p.m.
On 2/24/26 6:50 AM, Guus der Kinderen wrote:
Please review these examples, ask questions, and share
feedback - maybe
even add alternative proposals of your own. Your input will help ensure
that any future decision is well-informed, practical, and aligned with
the needs of the XSF community.
Broadly speaking, I am in favor of migrating the XSF from the US to the EU.
I have expressed this preference in the past and I express it again now
because I continue to be concerned about the significant dependence on
me as almost the only person semi-active in the US (Sam Whited is
another, perhaps there are a few more?) and certainly the only person
authorized to take care of banking (I am the only person known to Wells
Fargo), payments (some things get charged to my credit card and I pay
myself back), reimbursements (e.g., for Summit and SCAM expenses I pay
volunteers and vendors via Wise), donations (I send invoices to
sponsors), compliance (I make sure our business registration is
maintained), taxes (I pay our franchise tax with the State of Delaware),
etc. This is not a good situation and it is not sustainable.
Based on our conversation a few years ago with the executive director of
the Eclipse Foundation [1] as well as input from other people and
information sources over the years, I would say there are several other
practical aspects that we need to talk about. These include:
(1) estimated cost of the move, e.g., consulting fees paid to lawyers
and accountants on both sides of the Atlantic, filing fees to establish
the new organization, ongoing costs of EU domicile (do we need an office
or physical address), etc. - note that the Eclipse Foundation spent 100k
Euros on this (!), which is way more than we would probably spend
because they had employees and so on, but even if we spend 20k Euros
we've blown our entire funding reserve
(2) how to raise money to pay for (1), e.g. through a special call for
donations from sponsors and the community ... also, does this money go
to the existing US org or the new EU org (both orgs will be spending
money on various aspects of the move), etc.
(3) how to handle intellectual property (XEPs, logo, etc.) held by the
US organization so that all of our work over the last 25 years is safely
transferred from the US org to the EU org (are there tax implications
for this? more money to be spent on accountants and lawyers to figure
this out...)
(4) which roles within the EU org could be filled by volunteers (and who
is volunteering??) and which roles need to be outsourced to
professionals (e.g., bookkeeping service, accountants, lawyers,
auditors); this topic is related to (1) above because right now we
operate very inexpensively (no paid legal counsel, no accountants, no
bookkeepers, no required yearly auditing of the financial accounts,
etc.) and I don't know what the ongoing costs would be to operate in
various EU countries (e.g., would we need a paid financial audit every
year?) ... this stuff can add up fast!
(5) a rough timeline so that we can estimate how long we'll need to have
both organizations running simultaneously (Mike from Eclipse indicated
that this will be necessary during the transition period)
(6) long-term sustainability of the EU org: I'm not complaining at all
but in many ways I have been singlehandedly holding together the US org
for 25 years and if we're going to move the whole thing to the EU then
we need to think about how to reduce the "bus factor" so that we don't
end up being so dependent on one person for the next 25 years ... this
might imply paying for more professional services but that gets
expensive and we don't have a lot of money coming in via our wonderful
sponsors or other donations because let's face it XMPP isn't exactly a
hot new technology with all sorts of popular and corporate appeal, so
how exactly is this going to work? (and here's a deeper question: do we
need a formal organization at all or could we structure things in a more
lightweight manner with crowdfunding of conferences, ad-hoc donations
for particular initiatives, simple hosting of specifications in a
repository instead of having them be owned by an organization, etc.)
My focus is mostly elsewhere these days so I might be missing some things...
Peter
[1]
https://wiki.xmpp.org/web/Organization_Proposal#Informational_talk_with_Ecl…
9:19 p.m.
Am 04.03.26 um 03:54 schrieb Peter Saint-Andre:
(4) which roles within the EU org could be filled by
volunteers (and who
is volunteering??) and which roles need to be outsourced to
professionals (e.g., bookkeeping service, accountants, lawyers,
auditors); this topic is related to (1) above because right now we
operate very inexpensively (no paid legal counsel, no accountants, no
bookkeepers, no required yearly auditing of the financial accounts,
etc.) and I don't know what the ongoing costs would be to operate in
various EU countries (e.g., would we need a paid financial audit every
year?) ... this stuff can add up fast!
I would like to volunteer and help here. But I have some concerns.
The proposals and research is really great. But with an org being in the
Netherlands there will be still the language barrier and NL legal stuff
most of us are not aware of.
Doing bookkeeping and filing taxes is even challenging in your own
country and native language. So my concern would be that we heavily will
rely here on our NL members or pay for services.
The same concerns would apply to any other EU country or the UK. The EU
still hasn't standardized any of this.
(and here's a deeper question: do we
need a formal organization at all or could we structure things in a more
lightweight manner with crowdfunding of conferences, ad-hoc donations
for particular initiatives, simple hosting of specifications in a
repository instead of having them be owned by an organization, etc.)
this is a very
interesting question and idea. Would be great when there
is a way to run the org without all the red tape and bureaucracy a legal
org entity put on us.
Alex
11:01 p.m.
Hi everyone,
Thanks again for your thoughtful feedback! I'm really delighted to see that
we're making concrete steps on this. It's encouraging how the discussion is
shaping up.
Peter, I really appreciate the list of topics you suggested. I'll take
those pointers and add them to the suggested template for proposals on the
wiki, and I'll also try to apply them to the proposals I've already added
there.
Regarding the financial and administrative impact of setting up an EU legal
entity: from my experience with setting up a (very) small Dutch Stichting
(much smaller than Eclipse or even the XSF, without a bank account yet, but
with international board members), it was quite doable. Costs were low
enough that I was comfortable covering them out of pocket, so I'm hopeful
that the impact could be much less than what you described. I do not doubt
that we can easily make things very expensive, but maybe we can safely do
without many of the expensive bits.
Alex, I see your point, and it reminds me that, no matter which country we
choose, we'll always need to rely on and trust local representatives to
steer things correctly. In that sense, the move itself doesn't
fundamentally change the situation (as we currently already depend mostly
on one person for this, too). The main difference might be language
accessibility and available guidance: this could favor a country where
English is an official language for legal matters, or where authorities
provide key resources in English, even if it's not the primary language for
legal documents.
On the suggestion of working without a legal entity: I do have some concern
specifically around intellectual property. How would IP be handled in that
scenario?
As an aside, if we do pursue any kind of migration, do we need to
coordinate with Cisco regarding management of the Jabber trademark
agreement currently held by the XSF? That's something we may want to
clarify early on to avoid surprises.
Kind regards,
Guus
On Wed, Mar 4, 2026 at 12:19 PM Alexander Gnauck <gnauck(a)gmail.com> wrote:
Am 04.03.26 um 03:54 schrieb Peter Saint-Andre:
(4) which roles within the EU org could be filled
by volunteers (and who
is volunteering??) and which roles need to be outsourced to
professionals (e.g., bookkeeping service, accountants, lawyers,
auditors); this topic is related to (1) above because right now we
operate very inexpensively (no paid legal counsel, no accountants, no
bookkeepers, no required yearly auditing of the financial accounts,
etc.) and I don't know what the ongoing costs would be to operate in
various EU countries (e.g., would we need a paid financial audit every
year?) ... this stuff can add up fast!
I would like to volunteer and help here. But I have some concerns.
The proposals and research is really great. But with an org being in the
Netherlands there will be still the language barrier and NL legal stuff
most of us are not aware of.
Doing bookkeeping and filing taxes is even challenging in your own
country and native language. So my concern would be that we heavily will
rely here on our NL members or pay for services.
The same concerns would apply to any other EU country or the UK. The EU
still hasn't standardized any of this.
(and here's a deeper question: do we
need a formal organization at all or could we structure things in a more
lightweight manner with crowdfunding of conferences, ad-hoc donations
for particular initiatives, simple hosting of specifications in a
repository instead of having them be owned by an organization, etc.)
this is a
very interesting question and idea. Would be great when there
is a way to run the org without all the red tape and bureaucracy a legal
org entity put on us.
Alex
11:07 p.m.
Hi XSF,
dankjewel = thx
for sharing your experience, Guus.
I would prefer to keep it a legal entity, changing that to something
else could pose other obstacles not aware of before.
I agree with below points of Guus and offer my help in Case we will
chose a country with Dutch as legal language. As said, I am not a native
speaker of Dutch but fluent enough for also legal matters. I am a long
term member of the XSF and a even longer ;) term user of XMPP and active
in diverse XMPP meetups even though I am not actively developing XMPP
code as I would like to though.
eevvoor
On 3/4/26 3:01 PM, Guus der Kinderen wrote:
Hi everyone,
Thanks again for your thoughtful feedback! I'm really delighted to see
that we're making concrete steps on this. It's encouraging how the
discussion is shaping up.
Peter, I really appreciate the list of topics you suggested. I'll take
those pointers and add them to the suggested template for proposals on
the wiki, and I'll also try to apply them to the proposals I've already
added there.
Regarding the financial and administrative impact of setting up an EU
legal entity: from my experience with setting up a (very) small Dutch
Stichting (much smaller than Eclipse or even the XSF, without a bank
account yet, but with international board members), it was quite doable.
Costs were low enough that I was comfortable covering them out of
pocket, so I'm hopeful that the impact could be much less than what you
described. I do not doubt that we can easily make things very expensive,
but maybe we can safely do without many of the expensive bits.
Alex, I see your point, and it reminds me that, no matter which country
we choose, we'll always need to rely on and trust local representatives
to steer things correctly. In that sense, the move itself doesn't
fundamentally change the situation (as we currently already depend
mostly on one person for this, too). The main difference might be
language accessibility and available guidance: this could favor a
country where English is an official language for legal matters, or
where authorities provide key resources in English, even if it's not the
primary language for legal documents.
On the suggestion of working without a legal entity: I do have some
concern specifically around intellectual property. How would IP be
handled in that scenario?
As an aside, if we do pursue any kind of migration, do we need to
coordinate with Cisco regarding management of the Jabber trademark
agreement currently held by the XSF? That's something we may want to
clarify early on to avoid surprises.
Kind regards,
Guus
On Wed, Mar 4, 2026 at 12:19 PM Alexander Gnauck <gnauck(a)gmail.com
<mailto:gnauck@gmail.com>> wrote:
Am 04.03.26 um 03:54 schrieb Peter Saint-Andre:
(4) which roles within the EU org could be filled
by volunteers
(and who
is volunteering??) and which roles need to be
outsourced to
professionals (e.g., bookkeeping service, accountants, lawyers,
auditors); this topic is related to (1) above because right now we
operate very inexpensively (no paid legal counsel, no
accountants, no
bookkeepers, no required yearly auditing of the
financial accounts,
etc.) and I don't know what the ongoing costs would be to operate in
various EU countries (e.g., would we need a paid financial audit
every
year?) ... this stuff can add up fast!
I would like to volunteer and help here. But I have some concerns.
The proposals and research is really great. But with an org being in
the
Netherlands there will be still the language barrier and NL legal stuff
most of us are not aware of.
Doing bookkeeping and filing taxes is even challenging in your own
country and native language. So my concern would be that we heavily
will
rely here on our NL members or pay for services.
The same concerns would apply to any other EU country or the UK. The EU
still hasn't standardized any of this.
(and here's a deeper question: do we
need a formal organization at all or could we structure things in
a more
lightweight manner with crowdfunding of
conferences, ad-hoc
donations
for particular initiatives, simple hosting of
specifications in a
repository instead of having them be owned by an organization, etc.)
this is a
very interesting question and idea. Would be great when there
is a way to run the org without all the red tape and bureaucracy a
legal
org entity put on us.
Alex
5 Mar
5 Mar
2:39 a.m.
Hallo Guus! Thanks for sharing your thoughts and for your leadership on
this issue.
I'd like to tug on one thread below.
On 3/4/26 6:01 AM, Guus der Kinderen wrote:
On the suggestion of working without a legal entity: I
do have some
concern specifically around intellectual property. How would IP be
handled in that scenario?
Although in general I'm not a big believer in the concept of
intellectual property [1] and that might be coloring my thoughts on this
topic, I do wonder exactly what the threat model is regarding the
protocol specifications that "we" define (right now "we" is the XSF,
but
in the future "we" could run something more like an open-source
community, or to be pedantic an open-protocol community). Here are some
possibile threats, with my comments on likelihood and potential damage.
1. Other organizations could fork our specs.
Likelihood: low (I'm not aware of any such organizations)
Damage: medium (I suppose it could be confusing to have multiple
versions of the same protocol produced by different organizations)
2. Change control could be unclear.
Likelihood: low (it seems to me that protocol developers would still
want their specs to be published in the primary "repository" even if we
don't have a legal organization behind that publishing location)
Damage: medium (similar to #1 above)
3. The community could fragment.
Likelihood: medium (if we no longer have an "official" place to do the
work, then protocol developers might go off and define their own
extensions ... but in fact we've had this situation for a long time with
custom extensions defined by companies and open-source projects, and
it's not clear to me that having a *legal* organization is necessary to
solve this "problem" - if indeed it is a problem)
Damage: medium (as noted, we've actually been dealing with this risk
since the beginning and I think we've worked through it pretty well)
Do folks disagree with my assessment of these threats, or are there
other significant threats that I haven't listed here?
Peter
[1] https://stpeter.im/writings/essays/publicdomain.html
3:28 a.m.
On Wed, 4 Mar 2026 at 16:40, Peter Saint-Andre <stpeter(a)stpeter.im> wrote:
Hallo Guus! Thanks for sharing your thoughts and for
your leadership on
this issue.
I'd like to tug on one thread below.
On 3/4/26 6:01 AM, Guus der Kinderen wrote:
Although an interesting thought experiment, I think these are broadly
irrelevant because:
1) The existing XSF's IPR allows anyone else to republish and modify, so
1,2 and 3 are all possible now.
2) A future legally independent XSFish entity can own its own IPR and
operate broadly under the same IPR policy that the existing XSF does.
By operating on a "copyright assignment" basis, as the existing XSF does,
we simply don't need to care about most of the issues you raise, or else
they could happen whatever we do.
So we can just move without worrying over IPR particularly, just relying on
the XSF's licence, though the assignment from old-XSF to new-XSF can also
happen and would probably be easier. Note that at least under some
jurisdictions, copyright assignment requires an "instrument" to
"perfect",
so new-XSF and old-XSF may have to enter into contract and/or deed to
accomplish it.
My suspicion is that old-XSF could assign copyright in return for new-XSF
publishing and managing the specifications, though IANAL.
The trademark licensor thing, though, seems fundamentally much harder to
acheive, and would certainly be impossible if "we" were not a legal entity.
Dave.
On the suggestion of working without a legal
entity: I do have some
concern specifically around intellectual property. How would IP be
handled in that scenario?
Although in general I'm not a big believer in the concept of
intellectual property [1] and that might be coloring my thoughts on this
topic, I do wonder exactly what the threat model is regarding the
protocol specifications that "we" define (right now "we" is the XSF,
but
in the future "we" could run something more like an open-source
community, or to be pedantic an open-protocol community). Here are some
possibile threats, with my comments on likelihood and potential damage.
6:33 a.m.
On 3/4/26 6:01 AM, Guus der Kinderen wrote:
As an aside, if we do pursue any kind of migration, do
we need to
coordinate with Cisco regarding management of the Jabber trademark
agreement currently held by the XSF? That's something we may want to
clarify early on to avoid surprises.
As Dave Cridland mentioned elsewhere in these threads, the trademark
licensing agreement with Cisco over the JABBER trademark is indeed
something to think about.
However, here are several considerations:
1. Very few developers use the JABBER mark in their XMPP-related
software anymore, no? Doing so was rather common in 1999 and for a few
years afterward (when the XSF was still called the JSF), but that was a
long time ago. Most of the existing applications date to 2004-2006:
https://xmpp.org/about/xsf/jabber-trademark/approved-applications/
2. For all I know, Cisco might not be using the JABBER mark anymore either.
3. The purpose of the trademark licensing agreement was to make it
easier for all those open-source projects circa 2004 to use the JABBER
mark. If the agreement lapses (preferably in a controlled way, i.e., we
would contact Cisco and let them know we're shutting down old-XSF and
the successor organization or project doesn't wish to take on trademark
licensing), then projects and companies could continue to contact Cisco
directly about licensing the trademark. Or they could simply choose a
name that doesn't include the JABBER mark...
Peter
5:51 p.m.
New subject: JABBER Trademark
THIS indeed is very important and affects also whether we need a legal
structure for the XSF.
On 3/4/26 10:33 PM, Peter Saint-Andre wrote:
On 3/4/26 6:01 AM, Guus der Kinderen wrote:
As an aside, if we do pursue any kind of
migration, do we need to
coordinate with Cisco regarding management of the Jabber trademark
agreement currently held by the XSF? That's something we may want to
clarify early on to avoid surprises.
As Dave Cridland mentioned elsewhere in these threads, the trademark
licensing agreement with Cisco over the JABBER trademark is indeed
something to think about.
However, here are several considerations:
1. Very few developers use the JABBER mark in their XMPP-related
software anymore, no? Doing so was rather common in 1999 and for a few
years afterward (when the XSF was still called the JSF), but that was a
long time ago. Most of the existing applications date to 2004-2006:
https://xmpp.org/about/xsf/jabber-trademark/approved-applications/
2. For all I know, Cisco might not be using the JABBER mark anymore either.
3. The purpose of the trademark licensing agreement was to make it
easier for all those open-source projects circa 2004 to use the JABBER
mark. If the agreement lapses (preferably in a controlled way, i.e., we
would contact Cisco and let them know we're shutting down old-XSF and
the successor organization or project doesn't wish to take on trademark
licensing), then projects and companies could continue to contact Cisco
directly about licensing the trademark. Or they could simply choose a
name that doesn't include the JABBER mark...
Peter
7 Mar
7 Mar
3:47 a.m.
Hello Peter and all,
I have verified Jabber trademarks are always here and Cisco Jabber always exists:
- https://www.google.com/search?q=Cisco+Jabber
- https://www.cisco.com/c/en/us/products/unified-communications/jabber/index.…
- https://www.webex.com/downloads/jabber.html
- https://www.webex.com/downloads/jabber/jabber-vdi.html
- https://apps.apple.com/us/app/cisco-jabber/id467192391
- https://apps.apple.com/us/app/guest-access-cisco-jabber/id834663605
- https://apps.apple.com/us/app/cisco-jabber-for-intune/id1487776871
- https://apps.apple.com/us/app/cisco-jabber-for-intune/id1487776871
- https://play.google.com/store/apps/details?id=com.cisco.im
- https://play.google.com/store/apps/details?id=com.cisco.im.intune
- https://play.google.com/store/apps/details?id=com.cisco.im.bb
- https://marketplace.microsoft.com/en-us/product/office/wa200001496
For me, if the XMPP Standards Foundation (XSF) moves of country (address changes), the
previous contracts continue.
It is needed to contact all entities, for example Cisco and to request an update with the
new localisation, the new address.
Regards,
BOCQUET Ludovic
________________________________________
From: Peter Saint-Andre <stpeter(a)stpeter.im>
Sent: Wednesday, March 4, 2026 8:33 PM
To: XSF Members
Subject: [Members] Re: XSF EU Legal Structure: Example Proposals
On 3/4/26 6:01 AM, Guus der Kinderen wrote:
As an aside, if we do pursue any kind of migration, do
we need to
coordinate with Cisco regarding management of the Jabber trademark
agreement currently held by the XSF? That's something we may want to
clarify early on to avoid surprises.
As Dave Cridland mentioned elsewhere in these threads, the trademark
licensing agreement with Cisco over the JABBER trademark is indeed
something to think about.
However, here are several considerations:
1. Very few developers use the JABBER mark in their XMPP-related
software anymore, no? Doing so was rather common in 1999 and for a few
years afterward (when the XSF was still called the JSF), but that was a
long time ago. Most of the existing applications date to 2004-2006:
https://xmpp.org/about/xsf/jabber-trademark/approved-applications/
2. For all I know, Cisco might not be using the JABBER mark anymore either.
3. The purpose of the trademark licensing agreement was to make it
easier for all those open-source projects circa 2004 to use the JABBER
mark. If the agreement lapses (preferably in a controlled way, i.e., we
would contact Cisco and let them know we're shutting down old-XSF and
the successor organization or project doesn't wish to take on trademark
licensing), then projects and companies could continue to contact Cisco
directly about licensing the trademark. Or they could simply choose a
name that doesn't include the JABBER mark...
Peter
8 Mar
8 Mar
10:34 a.m.
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
For me, if the XMPP Standards Foundation (XSF) moves of country
(address changes), the previous contracts continue.
It is needed to contact all entities, for example Cisco and to request
an update with the new localisation, the new address.
That is also my legal understanding
5:46 p.m.
I read this as "Don't bother licensing the Jabber trademark" since
we're
not really using it.
On Sun, 8 Mar 2026, 07:42 eevvoor via Members, <members(a)xmpp.org> wrote:
Dear Peter
On 3/8/26 2:34 AM, Peter Saint-Andre wrote:
tl;dr Perhaps it's time to move on??
You mean leave it an US organization, did I get you right?
eevvoor
10:26 p.m.
On 3/8/26 12:46 AM, Dan Caseley wrote:
I read this as "Don't bother licensing the
Jabber trademark" since we're
not really using it.
Correct.
Existing license-holders would continue to have permission to use the
JABBER mark (I believe - we'll have to check this with lawyers), but new
applicants would need to talk with Cisco directly instead of working
through the XSF or a successor organization.
Peter
11:26 p.m.
Thx for the clarification. My feeling is the JABBER trademark is mainly
used *orally* - but that a lot, still after so many years.
On 3/8/26 2:26 PM, Peter Saint-Andre wrote:
On 3/8/26 12:46 AM, Dan Caseley wrote:
I read this as "Don't bother licensing
the Jabber trademark" since
we're not really using it.
Correct.
Existing license-holders would continue to have permission to use the
JABBER mark (I believe - we'll have to check this with lawyers), but new
applicants would need to talk with Cisco directly instead of working
through the XSF or a successor organization.
Peter
9 Mar
9 Mar
12:57 a.m.
Dear All,
As previously mentioned, I believe we should first consider why we should transfer the XSF
to the European Union as a legal entity.
While the fact that most current XSF members are based in Europe is certainly an argument
in favour of the transfer, I do not consider it sufficient to justify the costs and legal
consequences of the change, at least while the United States remains a democracy in which
freedom of association is guaranteed without government interference (hopefully for many
decades to come, if not forever).
However, I do believe that it would be highly beneficial for the XSF to establish a
representative office in Europe, ideally in Brussels, to lobby the European Union's
representative and legislative bodies. This would be particularly useful i.e. for
promoting the effective implementation of the interoperability principles set out in the
Digital Markets Act (DMA) for messaging services, which currently remain largely
unimplemented.
With regard to bank payments, I believe that the XSF, even as a US legal entity, could
hold a bank account in Europe and appoint someone to operate it on behalf of the
foundation. This solution would ease some of Peter's current burdens.
Mario
domenica 8 marzo 2026 14:27, eevvoor via Members <members(a)xmpp.org> ha scritto:
> On 3/8/26 2:26 PM, Peter Saint-Andre wrote:
> > On 3/8/26 12:46 AM, Dan Caseley wrote:
> >> I read this as "Don't bother licensing the Jabber trademark"
since
> >> we're not really using it.
> >
> > Correct.
> >
> > Existing license-holders would continue to have permission to use the
> > JABBER mark (I believe - we'll have to check this with lawyers), but new
> > applicants would need to talk with Cisco directly instead of working
> > through the XSF or a successor organization.
> >
> > Peter
> >
> >
Thx for the clarification. My feeling is the JABBER
trademark is mainly
used *orally* - but that a lot, still after so many years.
1:26 a.m.
Ciao Mario!
On 3/8/26 8:57 AM, Mario Sabatino via Members wrote:
With regard to bank payments, I believe that the XSF,
even as a US legal entity, could hold a bank account in Europe and appoint someone to
operate it on behalf of the foundation. This solution would ease some of Peter's
current burdens.
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.
Peter
3:32 a.m.
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
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
13 Mar
13 Mar
2:58 a.m.
Ciao Mario. Thanks for doing this research. Comments inline.
On 3/8/26 11:32 AM, Mario Sabatino via Members wrote:
domenica 8 marzo 2026 16:26, Peter Saint-Andre
<stpeter(a)stpeter.im> ha scritto:
It is true that we could contract with a registered agent that is not a
natural person or U.S. citizen. Companies like Wolters Kluwer offer this
service.
If we want to keep the U.S. domicile but also establish a European
presence, then it would be helpful to clearly delineate the various
roles that I currently perform (registered agent, treasurer, bookkeeper,
etc.). Then we could contract with various entities to perform some or
all of these services, at some cost that is yet to be determined.
However, my preference is to move the entire organization to Europe,
since that is the location of just about every potential volunteer,
board member, council member, etc. It seems that the XSF's ties to the
U.S. have become more and more tenuous over the years, and I remain
concerned trying to maintain our U.S. domicile is not very sustainable.
Peter
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.
9 Mar
9 Mar
1:23 a.m.
On 3/8/26 7:26 AM, eevvoor via Members wrote:
Thx for the clarification. My feeling is the JABBER
trademark is mainly
used *orally* - but that a lot, still after so many years.
Sure. But under trademark law that's fair use. Someone needs to apply
for a license to use the trademark only if they're going to use it in a
product or company name. The trademark licensing agreement describes the
different uses of the JABBER mark:
https://xmpp.org/about/xsf/jabber-trademark/
Peter
10
days inactive
26
days old
30 comments
9 participants
participants (9)
-
Alexander Gnauck -
Dan Caseley -
Dave Cridland -
eevvoor -
Guus der Kinderen -
Ludovic BOCQUET -
Mario Sabatino -
Peter Saint-Andre -
Ralph Meijer