General question to all: Do you have concerns or general points that block this 
attempt entirely?

12 may 2024 17:30:08 Nicola Fabiano <[email protected]>:

> 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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