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 <[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:
>
> 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.
>
> --------------
>
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> named above. It may contain confidential or privileged
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>
> --
> 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.
