XSF Discussion - 2024-05-02

T-15 minutes until the XSF Board meeting. I see at https://wiki.xmpp.org/web/Board-Meeting-2024-05-02 that Eddie sent regrets.

’Tis time.

ralphm / mattj / nicola are you here?

Here!

Nicola and I have been exchanging emails, so I suspect he is online.

Here!

Yay!

emus sent regrets

hi Ralph!

0. Welcome

Hi, everyone!

My apologies for the last couple of months. Personal life has been touch and go with the passing of my father. Getting back on track.

Understood, Ralph.

> My apologies for the last couple of months. Personal life has been touch and go with the passing of my father. Getting back on track. No worries

I have seen a lot of messages. Haven't caught up yet.

Agenda items?

https://wiki.xmpp.org/web/Board-Meeting-2024-05-02 says editor role, infrastructure, GSoC, and organizational improvements

Yeah, I saw those. I assume the last one is what nicola's mails were about.

I can report on the second one.

GSoC is mostly Eddie.

Yes.

Let's start with:

1. Editor role

MattJ: do you have any updates / thoughts on this one?

Is this about something specific?

Not really.

A leftover agenda item from past meetings. :-)

If that doesn't need discussing, we can remove it for next time

With Daniel’s help things are running quite smoothly, it seems to me (from the outside). So big thanks to Daniel.

nod

Yeah, I don't have anything to add. I outlined a plan on the members list a while back, it received general positive feedback, and we're moving in that direction.

Cool

Then I am going to assume we don't need to discuss it until that changes.

> Yeah, I don't have anything to add. I outlined a plan on the members list a while back, it received general positive feedback, and we're moving in that direction. Great!

As I think I wrote back then, it won't happen overnight, but it's "fine"

Automation is coming along, and Daniel joining the team will help with the transition

2. Infrastructure

OK, infra.

I’ve been talking with MattJ, Kev, intosi, and others about some improvements here.

Nothing quite ready yet, but we plan to put together a plan to professionalize things and migrate to more stable services.

I expect we can discuss more fully next month.

That sounds good.

Yep

Do the people involved also have time to execute on that plan, or is something/one else needed?

That’s all for the moment, but it’s an area of active discussion and (soon) work.

I think we’ll have the time to do so.

ok

Then

3. Organizational Improvements

There will be some expense involved since we plan to migrate things to paid services instead of relying so heavily on volunteers, but we don’t expect it to be all that much.

Yes, Nicola?

BTW I need to drop off at the half hour mark.

noted

> There will be some expense involved since we plan to migrate things to paid services instead of relying so heavily on volunteers, but we don’t expect it to be all that much. I don’t remember what services. If we can avoid expenses, well, otherwise I agree

Ralph, as you noticed we’ve had a bit of an email thread on the board@ list.

Nicola: we’ll know more (on infrastructure expenses) by the time of the meeting next month.

> Nicola: we’ll know more (on infrastructure expenses) by the time of the meeting next month. Ok

Nicola has raised some good points, I think, about increasing or making more official our European presence and pursuing some activities surrounding the technical work, like encouraging more in-person meetings and so on.

Even potentially moving the XSF’s home from the USA to Europe.

Which I know we’ve talked about before.

I don’t see any conclusions from that discussion yet, but it’s worth engaging in and I’d love to hear from Ralph and Matthew there.

:eyes:

Setting up an organisation in e.g. Netherlands is not hard, but will require us to redo our bylaws probably.

Yes.

Yes, I agree, we do a lot of work over this side of the pond these days, and it's strange to have everything official over in the US. But I don't know how we would get started. Someone would have to be responsible for setting it up, and I worry it would fragment our resources.

All that would take work and money.

Since we have members, it would be a "Vereniging" rather than a "Stichting".

I also raised a point about succession planning. I’m continually concerned about my being a point of failure in the USA.

If I got hit by a bus, the banking situation would be a mess.

Given most of our activities have been in Europe it makes sense to me.

I have already made a proposal regarding the amendment of the Bylaws. I am at your disposal to the extent of my competence.

Nicola: Ralph’s point is that our bylaws would likely need to change more drastically to meet requirements in whichever country we chose as a domicile. It’s not quite starting over, but it’s a major change.

I know some orgs have done this in the open-source world, but it’s not a trivial undertaking.

Setting up a European “office” or presence is less drastic, of course.

But some of the same issues would remain.

> Nicola: Ralph’s point is that our bylaws would likely need to change more drastically to meet requirements in whichever country we chose as a domicile. It’s not quite starting over, but it’s a major change. It’s not a problem for me

From the peanut gallery. The banking situation might be a different exercise, that goes hand in hand with but is distinct from relocation of the presence of the foundation. Last time I tried to set up a bank account for a Dutch stichting, there were many burning hoops.

My further proposal—as I wrote in the emails—is that we can deepen the business and continue discussing it at the next monthly meeting.

Another possibility is to use an association management organization, such as https://www.amsl.com/ (which is what runs the IETF).

The way it is usually done is here is: you draft (or have drafted) a set of bylaws ("Statuten") and then go to a Notaris (which is linguistically close to, but apparently not quite a Notary). And then afterwards you can apply for a bank account, etc.

Guus: good to know.

(specifically with non-dutch board members, that was)

ah

I have recently applied for a bank account for a Dutch stichting, and it does take quite some time. And they want to know where money is coming from, etc.

Nicola: right, I don’t think we’ll reach conclusions today. I would like to see input from Ralph and Matthew, and then if the Bard can craft a few alternatives we can move the discussion to the members@ list to gain more feedback.

I am not sure about foreign officers.

s/Bard/Board/ (the ‘o’ key is flaky on my computer!)

In the EU, for a Foundation, it’s not necessary the notary, unless you want something formal. ✏

bviusly

😉

nicola: I don't know about other countries, but here in the Netherlands, because we have a membership, we'd need to be an Association (Vereniging) rather than a Foundation (Stichting).

I note that we have members for the sake of the foundation.

> nicola: I don't know about other countries, but here in the Netherlands, because we have a membership, we'd need to be an Association (Vereniging) rather than a Foundation (Stichting). They are two different entities. We should choose the best solution. We should deepen it

Yes, that’s an artifact of how things were set up in 2001.

> nicola: I don't know about other countries, but here in the Netherlands, because we have a membership, we'd need to be an Association (Vereniging) rather than a Foundation (Stichting). BtW, I agree with you

Kev: sure, the point was for people to be able to have a say in the way the organization functions. Obviously we could just have a Foundation with only a Board of Directors and no formal participation.

Anyway, my apologies but I need to drop off here. I will continue to engage via email on board@ and then members@ so we can identify a path forward. (Which could be staying with the status quo, but that has issues, too.)

Does it make sense to investigate if getting am EU bank account for the US foundation is 'enough', instead of relocation? Maybe that's enough to address the bus factor? ✏

Guus: the point that nicola raised that having the XSF be officially a US corporation, that distracts in dealings with european institutions.

stpeter: thanks!

Fair. I'll also stop interrupting the meeting.

Guus: you aren't, these are important remarks and questions

Yes, your thoughts are definitely welcome :)

Whatever we do with the XSF has to be put to the membership anyway.

Of course, devil's advocate would say that if we move US->EU for the sake of interacting with EU, the next day we'd want to start interacting with the US :)

So, yes, I think having a EU bank account would be useful, but if there is a possibility of wanting a legal entity, too, than I'd focus on that first.

> Of course, devil's advocate would say that if we move US->EU for the sake of interacting with EU, the next day we'd want to start interacting with the US 😊 :-)

Excellent point, and nicola also suggested a dual organization.

I think legally you can even have an EU foundation that is wholly owned by the XSF in the US.

EU accessibly bank accounts are possible no matter where the org is homed, so that seem a seperate concern yeah

The current Bylaws say that we can have more than one legal office

may be a EU representative office could be a starting point ✏

I'd have no issue with my address being the representative office.

I think the real question is what concrete things would be improved by doing any of this

> EU accessibly bank accounts are possible no matter where the org is homed, so that seem a seperate concern yeah It’s not only a matter of bank account but of presence

I don't much care about one way or the other (since I'm neither USA nor EU) but we don't want to do work just to have to done it

Just for clarity - my flippancy was not an objection to investigating these things.

> I think the real question is what concrete things would be improved by doing any of this In my emails, I proposed also to set up a program ✏

singpolyma, I think it comes down mainly to "perception". A bunch of stuff is happening in the EU, and it looks like the XSF may be focused on the US by having its office there (which is the opposite of reality right now). Secondly, but afaik this has yet to actually arise, it may be required for some funding or other interactions with EU folk.

I have to leave. Did the board meeting finish?

No, but we can probably end it and pick this up again (and/or continue a casual discussion after the meeting)

Can the Snikket non-profit also be the XSF legal presence over there? I know the person who runs it

Right, if we were like "look at this funding we could get if we had an EU org of type X" then I'm on board to do the work for sure. But I fear without a concrete goal we may set up the wrong type of org anyway, or miss some detail, even if we do all the work

moparisthebest: snikket is not in the EU

😩

I said "over there" not "EU" ;)

I'd have appreciated a trigger warning before that sentence

> No, but we can probably end it and pick this up again (and/or continue a casual discussion after the meeting) Ok. Sorry, but I have to leave.

MattJ: apologies

(I'm joking of course, but not)

nicola, thanks, see you!

From what I understand, the easiest way to set up a Dutch legal entity with foreign board members is founding it with Dutch-only people, and then taking a decision to add/change the board members. Also the by-laws probably need to be in Dutch. :-)

> nicola, thanks, see you! Thank you and everyone

are there benefits to a dutch entity vs german entity vs italian entity vs...

Thanks all!

singpolyma, definitely differences, but probably not so significant. It would be mostly a choice of convenience.

When considering a Dutch entity, don't forget to look into something like an ANBI status for the entity. That could have tax benefits.

for sure

I believe that for my foundation, the bylaws had to be in Dutch, indeed. I did get them translated, but I don't think those translations were ever an official document.

Yep, the Dutch language version is always leading.

Mostly because some legal concepts may not translate well :-/ Of course you can have a multi-language "akte van oprichting", but there must be a Dutch-language one.

I have no idea about the impact of having foreign directors for things like ANBI. Getting legal advise on this (beyond what nicola may be able to offer) is likely expensive, too.

This may be of interest, too: https://www.kvk.nl/en/registration/registering-an-american-delaware-corporation/

The linked registration documents shed some light on what would need to be done to "just" have a Dutch branch, instead of a full legal entity.

With such a registration, we should also be able to get a bank account.

> The linked registration documents shed some light on what would need to be done to "just" have a Dutch branch, instead of a full legal entity. to have a branch or representative office in EU of the US legal entity may be the simplest and also cheapest solution

. ✏

Sub-orgs? Chapters? Recursive associations?

we shoud investigate which is the frictionless country (less bureocracy) in the EU. e.g. the opening of a bank account may be a huge pain in some EU countries ✏

i mean tbh it would be nice to have chapters in multiple countries/continents

yeah move everythin' to Việt Nam !

ralphm, MattJ, nicola, stpeter: I apologize. I haven't put the meeting in my calendar and even put something else there 🙃 The next meeting will be the 6th June?