9 May
2024
9 May
'24
4:09 a.m.
;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:
- promote XMPP as a neutral technology for interoperability (cf. DMA)
- 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:
I agree with you. As you said, it is worth considering a legal office in Europe.
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. 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.
ssigen
10 May
10 May
10:32 a.m.
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:
--
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.
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:
- promote XMPP as a neutral technology for interoperability (cf. DMA)
- 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:
I agree with you. As you said, it is worth considering a legal office in Europe.
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. 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.
ssigen 
11 May
11 May
4:58 a.m.
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.
--
Avv. Mario Sabatino
------------------------------------
www.studiosabatino.it
12 May
12 May
7:46 a.m.
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.
9:29 a.m.
Hi Eddie,
Thank you for your further intervention highlighting your point of view.
On 12 May 2024, at 15:46, emus(a)mailbox.org wrote:
Hello,
I like the attempt in general and have stated my thoughts in the first mail.
Having any official representation in Europe would make also a statement and I think is
also a matter of trust to outside entities. It would also adress the strong community we
have in Europe.
Nicola, further thoughts on the points mentioned by Mario and Winfried?
I replyed just now to both Winfried and Mario.
On 11.05.24 12:58, Mario Sabatino <mario(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.
>
>
All the best,
Nicola
9:38 a.m.
General question to all: Do you have concerns or general points that block this attempt
entirely?
12 may 2024 17:30:08 Nicola Fabiano <nicola(a)fabiano.law>aw>:
Hi Eddie,
Thank you for your further intervention highlighting your point of view.
On 12 May 2024, at 15:46, emus(a)mailbox.org wrote:
Hello,
I like the attempt in general and have stated my thoughts in the first mail.
Having any official representation in Europe would make also a statement and I think is
also a matter of trust to outside entities. It would also adress the strong community we
have in Europe.
Nicola, further thoughts on the points mentioned by Mario and Winfried?
I replyed just now to both Winfried and Mario.
On 11.05.24 12:58, Mario Sabatino <mario(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.
>
>
All the best,
Nicola 
13 May
13 May
5:19 p.m.
On 5/12/24 9:38 AM, E.M. wrote:
General question to all: Do you have concerns or
general points that block this attempt entirely?
Here are a few things I'm thinking about:
(1) Establishing a stronger official presence in Europe seems like a
good idea, because most of our activity is there.
(2) Moving the XSF to an EU country (i.e., a change of domicile) might
also be a good idea.
(3) Before making a decision about (1) and especially (2), we should
investigate the costs, tax and legal and financial implications, etc.
(4) We need to identity who will do the work on the short-term project
to investigate these matters.
(5) We need to identify who will be responsible for maintaining the
XSF's presence or domicile over the long term, including succession
plans. (I've been responsible for the XSF's banking relationship, tax
returns, and so on for 20+ years; who will do this for the next 20+
years, will we contract with third parties for things like bookkeeping,
how will we pay for such services, etc.?)
Peter
12 May
12 May
9:27 a.m.
Ciao Mario,
Thanks for the feedback.
On 11 May 2024, at 12:58, Mario Sabatino 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;
From my point of view, this is not the first point to be addressed.
It is certainly an important topic but secondary to the organization of XSF. It can be
discussed later, but only after it has been decided
- what the XSF program will be for next year;
- which type of organisation and which location (EU or US) XSF should have.
2) the need to have an EU legal entity in order to
receive funding from the EU institutions.
This is **one of the points** of my proposal, which is more extensive because the presence
in Europe should not only be for the purpose of receiving public (institutional) funds or
financing. XSF will be able to benefit from any support (including financial) that is
compatible with its institutional presence in Europe.
For number 1) I don't think we need a legal entity
based in the EU, but we do need just a lobbyist.
I agree but - as I said - this aspect IMHO is secondary.
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.
I am afraid to disagree with you.
From my point of view, the process to follow is exactly the opposite.
First, we need to find out whether to give XSF a legal office and a stable organization in
Europe.
Then, we can work towards any kind of collaboration, including obtaining funding
(**including but not limited to public funding**).
In the meantime, I think we could start with a simple
representative office (a business address) of the XSF Foundation in Bruxelles.
I think it is not prudent now if the core issue is not decided first.
Afterward, any initiative can be initiated that is functional to the program that will be
established (**there does not seem to be one now**).
Ciao
Mario Sabatino
Il 10/05/24 18:32, Winfried Tilanus ha scritto:
All the best,
Nicola
ssigen
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.
--
Avv. Mario Sabatino
------------------------------------
www.studiosabatino.it
10:34 a.m.
Dear Nicola, thank you for your replay. You have correctly indicated the
real starting point of our discussion on this topic.
- what the XSF program will be for next year;
I
believe the organisation's mission statement outlines the XSF
programme for the future.
https://xmpp.org/about/xsf/mission/
So, in my opinion, should be useful to debate whether lobbying the EU
during the DMA discussion could have been a good point for the XFS to
achieve its goals. The same goes for the implementation of DMA in the
real world e.g. as part of the protocol (interoperability XEP). These
are only two examples of what could have been done and what XSF could do
in the future.
Maintaining and developing an open standard requires hard work from the
people involved. Applying for funding to pursue this goal could be
helpful and may also be of interest to an EU institution or public body
in another EU member state.
Ciao
Mario
Il 12/05/24 17:27, Nicola Fabiano ha scr
itto:
> Dear All,
>> the discussion should cover two main points:
>>
>> 1) the possibility of lobbying into the EU institutions and how to start doing
so;
> From my point of view, this is not the first point to be addressed.
> It is certainly an important topic but secondary to the organization of XSF. It can
be discussed later, but only after it has been decided
- what the XSF program will be for next year;
11 a.m.
Dear Mario,
On 12 May 2024, at 18:34, Mario Sabatino wrote:
Dear Nicola, thank you for your replay. You have
correctly indicated the real starting point of our discussion on this topic.
My proposal does not relate to the mission of XSF, which is the overall objective of the
foundation.
XSF is appreciably committed to the technical front for developing XEP and related
activities.
My proposal—already anticipated in Brussels during the 2024 summit—aims to implement a
program even in the short term (one year) that covers every aspect, not only the technical
one, for which I leave room for members who know more than me.
When I refer to the program, I mean it should be organizational because each reality
should have medium and long-term objectives, not just technical ones.
I am referring to every aspect (administrative, bureaucratic, financial, etc.) that should
outline a program and, thus, the path the foundation intends to follow and the goals it
intends to achieve over a certain period of time.
- what the XSF program will be for next year;
I believe the organisation's mission statement outlines the XSF programme for
the future.
https://xmpp.org/about/xsf/mission/
So, in my opinion, should be useful to debate whether lobbying the EU during the DMA
discussion could have been a good point for the XFS to achieve its goals. The same goes
for the implementation of DMA in the real world e.g. as part of the protocol
(interoperability XEP). These are only two examples of what could have been done and what
XSF could do in the future.
XSF representatives participated in some of the Commission's initiatives, but I
don't think they were able to lobby.
Recalling what I wrote in my previous email, lobbying is only possible once you have
decided on a program because when you are dealing with institutions and private actors,
you have to make explicit what the program of the organization you represent is.
The DMA is not the only aspect; many others exist, especially in Europe.
Lobbying in Europe is legal but needs registration in an ad hoc register, but this does
not mean that this is the decisive element.
Maintaining and developing an open standard requires hard work from the people involved.
Applying for funding to pursue this goal could be helpful and may also be of interest to
an EU institution or public body in another EU member state.
I have already made my point and do not intend to bore you with the subject.
Funding is not the only solution for an organization's effective presence.
Ciao
Mario
Il 12/05/24 17:27, Nicola Fabiano ha scr
itto:
> Dear All,
>> the discussion should cover two main points:
>>
>> 1) the possibility of lobbying into the EU institutions and how to start doing
so;
> From my point of view, this is not the first point to be addressed.
> It is certainly an important topic but secondary to the organization of XSF. It can
be discussed later, but only after it has been decided
> - what the XSF program will be for next year;
It would be fruitful to hear also the others’ opinions.
All the best,
Nicola
ssigen
15 May
15 May
3:09 p.m.
On 12-05-2024 7:00 p.m., Nicola Fabiano wrote:
So, in my opinion, should be useful to debate
whether lobbying the
EU during the DMA discussion could have been a good point for the
XFS to achieve its goals. The same goes for the implementation of
DMA in the real world e.g. as part of the protocol (interoperability
XEP). These are only two examples of what could have been done and
what XSF could do in the future.
XSF representatives participated in some of the Commission's
initiatives, but I don't think they were able to lobby.
Recalling what I wrote in my previous email, lobbying is only possible
once you have decided on a program because when you are dealing with
institutions and private actors, you have to make explicit what the
program of the organization you represent is.
The DMA is not the only aspect; many others exist, especially in Europe.
Lobbying in Europe is legal but needs registration in an ad hoc
register, but this does not mean that this is the decisive element.
I'm far from an expert on lobbying and even less so with lobbying on EU
institutions, but what I've observed is that most lobbies take the shape
of a think-tank or a knowledge platform (sometimes even with EU funding
for specific projects). I expect it would be the most effective to form
a coalition with some organisations and make a specific push. The
standard for DMA chat interoperability would be a logical (first?)
target. A report, for example outlining such a standard, would then be a
logical first step. From there lobbying the EC (and possibly the
European Parliament) would be next. If there are organisations with
access to EU institutions in the coalition, then it would help vastly.
Winfried
--
vanishing in a puff of logic
+31.6.23303960
xmpp:winfried@tilanus.com
29 May
29 May
8:43 p.m.
Hey all,
thanks for the recent comments.
I think one general investigation would be the European taxes amount we need to pay.
Anyway, I personally would like the XSF to address to be present in US _and_ EU.
But regardless of the discussion, this is also another call for your feedback as its
essential to the entire organization. Especially if you have amy veto arguments.
If there are no more comments or objections, I would like to start to go forward. I am
convinced Nicola can help us a lot.
Cheers & good morning to most of you,
Eddie
15 may 2024 23:09:47 Winfried Tilanus <winfried(a)tilanus.com>om>:
On 12-05-2024 7:00 p.m., Nicola Fabiano wrote:
So, in my opinion, should be useful to debate
whether lobbying the
EU during the DMA discussion could have been a good point for the
XFS to achieve its goals. The same goes for the implementation of
DMA in the real world e.g. as part of the protocol (interoperability
XEP). These are only two examples of what could have been done and
what XSF could do in the future.
XSF representatives participated in some of the Commission's initiatives, but I
don't think they were able to lobby.
Recalling what I wrote in my previous email, lobbying is only possible once you have
decided on a program because when you are dealing with institutions and private actors,
you have to make explicit what the program of the organization you represent is.
The DMA is not the only aspect; many others exist, especially in Europe.
Lobbying in Europe is legal but needs registration in an ad hoc register, but this does
not mean that this is the decisive element.
I'm far from an expert on lobbying and even less so with lobbying on EU institutions,
but what I've observed is that most lobbies take the shape of a think-tank or a
knowledge platform (sometimes even with EU funding for specific projects). I expect it
would be the most effective to form a coalition with some organisations and make a
specific push. The standard for DMA chat interoperability would be a logical (first?)
target. A report, for example outlining such a standard, would then be a logical first
step. From there lobbying the EC (and possibly the European Parliament) would be next. If
there are organisations with access to EU institutions in the coalition, then it would
help vastly.
Winfried
--
vanishing in a puff of logic
+31.6.23303960
xmpp:winfried@tilanus.com
30 May
30 May
12:24 p.m.
On 5/29/24 8:43 PM, E.M. wrote:
Hey all,
thanks for the recent comments.
I think one general investigation would be the European taxes amount we need to pay.
Anyway, I personally would like the XSF to address to be present in US _and_ EU.
That might require twice the cost and twice the number of volunteers
(depending on how the European presence is structured).
But regardless of the discussion, this is also another
call for your feedback as its essential to the entire organization. Especially if you have
amy veto arguments.
If there are no more comments or objections,
I asked some questions that we haven't discussed further.
I would like to start to go forward. I am convinced
Nicola can help us a lot.
I'm in favor of getting serious about the investigative phase.
Peter
12 May
12 May
9:05 a.m.
Hi Winfried,
Thank you for your feedback.
The tax issue is certainly important, but I am convinced that a solution can be found both
in terms of the Country with the lowest tax burden and in terms of the type of
organization to choose (Association or Foundation).
All the best,
Nicola
ssigen
On 10 May 2024, at 18:32, Winfried Tilanus wrote:
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:
--
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. 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:
- promote XMPP as a neutral technology for interoperability (cf. DMA)
- 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:
I agree with you. As you said, it is worth considering a legal office in Europe.
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. 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.
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participants (6)
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E.M. -
emus＠mailbox.org
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Mario Sabatino -
Nicola Fabiano -
Peter Saint-Andre -
Winfried Tilanus