Hi Eddie,

Thank you for your further intervention highlighting your point of view.

On 12 May 2024, at 15:46, [email protected] 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 <[email protected]> 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 <[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.
>>>
>>>      --------------
>>>
>>>      /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

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