I need to clarify this a bit, because already the language forms a
problem of interpretation. The Articles of Association (in Dutch
"Statuten") must be in Dutch, but can also have a foreign language
translation that is officially notarized as such. Then, you can have
Bylaws (in Dutch "Huishoudelijk Reglement") that further define how the
entity organizes itself. You don't need a notary for changing these, but
you do need to specify in your Statuten how this document functions and
how it can be changed. What we currently have in our Bylaws would have
to be split between the two.
How you make the split depends on how flexible you want to be (without
incurring notary costs), but some things *must be* in the Statuten,
including how the board is appointed and what members and their
obligations are. But for example how the XMPP Council is elected and
functions can be in the HR.
That brings me to another thing that needs to be sorted: our Officers.
We would need to figure out if we want those to be part of the Board
proper or that they are proxies with power of attorney. The default in a
Vereniging is that the Board is collectively executive and an Executive
Director that is not part of the Board is typically a salaried employee
(CEO). I'm sure that there are more practical matters when we get to the
details.
--
ralphm
On 24/02/2026 18.09, Ralph Meijer wrote:
Hi,
Dutch law requires bylaws to be in Dutch. You can have the notary
draft them bilingually (e.g. also in English) for an additional fee,
but the legal interpretation will always be using the Dutch language
version. This is mostly because it is sometimes hard to translate
Dutch legal terms exactly.
--
ralphm
On 24/02/2026 16.31, Dave Cridland wrote:
One thing that I couldn't see covered, but has been in previous
explorations of this nature - would this (and similar options)
require our bylaws to be in some non-English language?
While I appreciate that many of us don't speak/read English natively,
it is nevertheless the language most of us can read the most (if that
makes sense). If the legal form were in Dutch, then much as I
appreciate the value of encryption...
On Tue, 24 Feb 2026 at 13:51, Guus der Kinderen
<[email protected]> wrote:
Dear XSF community,
Documentation has been prepared outlining example approaches for
relocating the XSF's legal home to the European Union. These
proposals are intended as lightweight, pragmatic illustrations of
how such a transition could work. They are not intended to define
the eventual legal form, and no decisions have been made.
Please note: although I am currently a Board member, these
proposals were created on my own accord and do not reflect any
shared opinion or decision of the XSF Board.
Currently, the examples focus on structures under Dutch law and
assume a complete migration from the U.S. to the EU. They are
meant to help the community explore possibilities, understand
trade-offs, and discuss potential paths forward.
The proposals can be found at:
https://wiki.xmpp.org/web/XSF_EU_Legal_Transition_Proposal
Please review these examples, ask questions, and share feedback -
maybe even add alternative proposals of your own. Your input will
help ensure that any future decision is well-informed, practical,
and aligned with the needs of the XSF community.
Kind regards,
Guus
