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 <[email protected]> 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: >> - 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: >>> 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. > >ssigen -- 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.
