[Federation Name]: Architectural Briefing

For founding member groups, particularly those outside the US considering whether to commit. This document explains the reasoning behind the proposed structure: why a federation rather than something else, why incorporated in California rather than Belgium, Canada, the UK, or Japan, and why we’ve made the specific governance choices in the bylaws. It does not assume agreement; it makes a case to challenge.

The shape of the problem

Local AT Protocol meetup groups now exist in Los Angeles, London, Berlin, Toronto, Tokyo, and other cities across the United States, Canada, the European Union, the United Kingdom, and Japan. They organize events, build local community, and help people find their way into the open social web. They are also, separately, running into the same operational walls.

There is no legal entity to receive grants. When Bluesky, the Modal Foundation, or the AT Community Fund offers funding, there is no one for them to send money to. Individual organizers can’t accept grants without creating personal tax problems, and existing legal entities run by organizers don’t have the right shape.

There is no liability coverage for events. A meetup of forty people in a coworking space is not a high-risk event, but it isn’t zero-risk either, and no individual organizer wants to discover what their personal exposure looks like the hard way. Insurance per group is expensive and fragmented.

There is no way to share resources across groups. Branding, templates, codes of conduct, accessibility checklists, A/V vendor lists, speaker networks: every local group rebuilds the same scaffolding, and the work does not compound.

There is no shared voice when one is needed. When protocol stewards, infrastructure providers, or external observers want to talk to “the AT Protocol community,” there is no one to talk to. Sometimes that’s a feature. Sometimes it’s a real loss, especially when decisions are being made about the community without the community in the room.

These are institutional problems, not technical ones, and they have a known solution shape: a federation that provides the back-office infrastructure local groups need, without making any group dependent on any single entity.

Why a federation, not something else

A federation is one option among several. The others have specific problems.

A fiscal sponsor (long-term) is the right answer for the first 6 to 12 months. Open Source Collective can hold the funds, provide insurance, and let work happen immediately. Beyond that horizon, a fiscal sponsor’s priorities, policies, and existence determine yours. The local groups stop being their own thing and start being someone else’s project. That dependency is what we’re trying to avoid.

A single nonprofit with chapters (Sierra Club, ACLU, DSA) is tempting, but the central organization owns the brand, the bank account, and the governance. Local chapters are programs of the parent. Local autonomy exists by permission, not by structure. The first time the central org makes a decision a local chapter disagrees with, the local chapter loses. Adjacent movements have walked this path, and the failure mode is well-documented.

A worker co-op is designed for worker-owners doing commerce together. The Federation is not running a business. Patronage-dividend machinery does not fit. The democratic governance is appealing, which is why federations borrow that piece, but the rest of the co-op architecture is built for the wrong job.

Staying informal is what we have now, and it is hitting the limits described above. Insurance requires a legal entity. Receiving grants above a certain size cleanly requires a legal entity.

A federation lets each local group remain autonomous and locally accountable while pooling the back-office functions that don’t need to be local. Programming, community, and identity stay local. Insurance, grant intake, branding, and peer infrastructure get shared. The Linux Foundation, Apache Software Foundation, Wikimedia chapter network, and Cloud Native Computing Foundation all operate this way for related reasons.

Why incorporate in California, given everything happening in the US

This is the hardest question in this document. It deserves an honest answer rather than a reassuring one.

The case against US incorporation, taken seriously

The 2025-2026 political environment in the United States has produced real changes for nonprofits, and these are not theoretical:

The administration has issued executive orders and memoranda directing federal agencies to review funding to NGOs whose missions are seen as inconsistent with administration priorities. An expanded “global gag rule” applies restrictions to US-based and international NGOs receiving any non-military foreign assistance. State-level legislation in multiple US states is introducing “foreign agent” registration requirements for organizations receiving funding from designated “countries of concern,” with vague definitions and significant penalties for non-compliance. The US has begun withdrawing from international organizations, conventions, and treaties. Travel restrictions affecting nationals of an expanding list of countries have made cross-border movement harder. The IRS’s authority to revoke 501(c)(3) status is narrower than recent rhetoric suggests, but the chilling effect on organizations that depend on US tax-exempt status is real.

For a community whose purpose is supporting decentralized social infrastructure, free expression, and international participation, incorporating in the US in this moment carries real costs. Non-US founding groups are right to raise the question.

The case for California anyway

California remains the recommendation, with eyes open. Here is the reasoning.

The threats are mostly aimed at (c)(3) status and federal funding, neither of which apply to the Federation. The pointed political pressure targets 501(c)(3) charitable organizations and organizations receiving federal grants. The Federation is proposed as a 501(c)(6), a different category designed for business leagues and trade associations, and the Federation will not seek federal funding. The Federation sits outside the line of fire that has been drawn at this moment.

The obvious European alternative, Belgium AISBL, is slower and harder than it looks. An AISBL (Association Internationale Sans But Lucratif) costs roughly €2,000 in notary fees, requires a notarial deed and Royal Decree recognition, has setup timelines measured in 6 to 12 months, and brings ongoing compliance obligations including annual general assemblies, asset-based taxes for larger orgs, VAT registration, and Belgian-jurisdiction governance. The European Activism Incubator, the leading practical resource for setting up Belgian nonprofits for international purposes, specifically advises against starting with an AISBL when an ASBL (the simpler Belgian form) would suffice, and notes that AISBL is often pursued for US-funder optics rather than legal necessity. None of this disqualifies AISBL, but it is substantially more friction than a California Mutual Benefit Corp.

UK CIC or similar UK structures have their own challenges. The Community Interest Company is a strong vehicle, but post-Brexit, a UK-domiciled entity faces its own set of cross-border friction when working with EU members, and the UK political environment is no more stable than the US right now. Choosing UK trades one set of problems for another.

A US 501(c)(6) is well-tested for the Federation’s pattern. The Linux Foundation, Cloud Native Computing Foundation, OpenJS Foundation, OpenSSF, and many other internationally-governed open-technology federations are US-domiciled. They have international members, boards, and staff, and they have operated successfully through multiple US administrations. The infrastructure for joining a US-domiciled tech federation as a European or UK organization is established and known.

California specifically offers genuine protections. The California Attorney General has actively defended nonprofit independence, the state has been a leading challenger of federal overreach against nonprofits, and California’s nonprofit law has strong member-protection provisions that work in the Federation’s favor. If a US state is going to be the home jurisdiction, California is among the strongest options.

The Federation does not depend on US federal funding or status to operate. The most aggressive federal actions affecting nonprofits in this period have been directed at organizations dependent on federal money or charitable-deduction status. Neither applies to the Federation.

The honest tradeoffs

A non-US founding group joining a US-incorporated federation accepts some real costs.

The Federation’s home jurisdiction is the United States, with all the political risk that entails. If the US becomes meaningfully more hostile to nonprofits with international missions, the Federation will need to respond. Article XIII (International Affiliates) in the bylaws is partly insurance against this: if the US environment deteriorates, the Federation can support the formation of EU and UK sister organizations and migrate operations into them.

US tax compliance will be the Federation’s primary regulatory burden, which means W-8BEN-E forms, OFAC sanctions screening, and other US-centric paperwork for international member groups. This is a real friction. The Federation can minimize it by maintaining clean documentation infrastructure from day one.

Some EU funders may prefer to give to a European entity rather than a US one. This is real and not solvable from California. The mitigation is the Affiliate structure: when an EU funder relationship matters enough, the Federation forms a sister entity in the appropriate jurisdiction.

In exchange, a non-US founding group receives:

A federation that can be operational in months rather than a year-plus. California Mutual Benefit Corp can be incorporated in days. The IRS 501(c)(6) process takes 6 to 9 months, but the Federation operates under fiscal sponsorship in the meantime. A Belgian AISBL alone takes longer than the entire US setup including IRS approval.

A federation with significantly lower ongoing compliance overhead. California annual filings are minimal. The IRS 990-N form for small (c)(6)s is short. Compare to Belgian asset-based taxes, mandatory annual general assemblies with notarial requirements, VAT registration, and ongoing royal-decree implications for amendments.

A federation governed by bylaws explicitly designed to protect international member equality. The proposed bylaws include explicit acknowledgment that member groups may be located in any jurisdiction, written-ballot voting as the default to accommodate time zones, asynchronous decision-making as the primary mode, board meetings rotating across time zones, an explicit International Affiliates article for forward compatibility, and a destiny-lock clause preventing outside governance capture.

A position worth revisiting

If the US environment changes materially (for example, if 501(c)(6) status starts being challenged on political grounds, or if a new state or federal rule makes international member governance legally fraught), the Federation should be prepared to migrate to a different home jurisdiction. The Article XIII structure makes this possible: an EU Affiliate could absorb the Federation’s functions if needed, and the asset-lock clause would direct Federation assets to a similar-purpose successor.

The contingency plan is built into the architecture.

Why these specific governance choices

The bylaws skeleton makes specific choices that deserve their own justification.

One member group, one vote, with no weighting. The alternative is a federation that drifts toward whoever has the most members, money, or history. Wikimedia chapters of dramatically different sizes hold the same single vote in WMF affiliations governance, and that arrangement works in the membership’s favor. The Linux Foundation, in contrast, uses a tiered membership where Platinum members receive board seats, and the Linux Foundation has well-known governance dynamics where corporate platinum members effectively control direction. The Federation is deliberately not building that.

Two-thirds for bylaw amendments and major decisions; three-quarters for the destiny-lock clauses. These are the load-bearing provisions, and future memberships should have to deliberate hard before changing them. A simple majority can change the meeting schedule. A supermajority changes the governance. A super-supermajority changes the foundational promise about outside capture.

A small board (5 to 7) with short terms (2 years) and term limits (4 years maximum consecutive). Federations that get captured almost always get captured through the board. Long-serving board members accumulate informal authority that exceeds their formal authority. Term limits force rotation and prevent the formation of a permanent governing class.

Written-ballot voting as the default, with synchronous voting reserved for matters requiring real-time deliberation. Synchronous-by-default means whoever can show up to meetings governs, and across time zones that means whoever’s awake when the meeting is scheduled. Asynchronous voting is the only practical way to make a German organizer and an LA organizer equal participants. It is slower, by design.

No funder governance rights, formal or informal. Every federation that has accepted that kind of compromise has lost control of its direction. Once a major funder has a board seat, the implicit threat of withdrawal shapes every decision. Once funders can require programmatic conditions, the Federation works for funders, not for member groups. The destiny-lock clauses (Sections 3.5 and 7.6 of the bylaws) make this structurally impossible to dilute by majority vote; changing them requires a three-quarters supermajority.

Funder concentration limits (40% maximum from any single funder for two consecutive years). A federation that depends on a single funder for the majority of its revenue cannot meaningfully refuse that funder’s preferences. The 40% threshold is a starting position. Some founding groups may push for 30% or 25%. What matters is that the limit gets named and watched rather than allowed to drift.

An explicit International Affiliates article (XIII). The Federation should be able to grow into a federation-of-federations over time but should not be required to do that on day one. The article authorizes affiliates without committing to them. It also requires any future affiliate relationship to be governed by a Memorandum of Understanding approved by the membership, not by the board acting alone, which prevents a future board from accidentally creating a hub-and-spoke relationship the membership didn’t sanction.

Per-region considerations

The architecture is the same for every region. The operational reality differs. Each region deserves honesty about what it’s like to be a founding member from there.

🇨🇦 Canada. The lowest-friction non-US membership. Canadian banking via Wise Business is clean, the US-Canada nonprofit tax treaty is favorable, and there are no Canadian regulatory barriers to receiving funds from a US federation. The Canada Not-for-profit Corporations Act federal NFP corporation is the lightest sister-entity path of any jurisdiction this proposal evaluated. Bilingual operations (English and French) are a values commitment to honor as Québécois member groups join.

🇪🇺 European Union. GDPR applies to the Federation’s handling of EU resident data even though the Federation is US-incorporated. The minimal-data approach in the operations plan handles this without requiring a Data Protection Officer or other heavy compliance machinery. The most likely trigger for forming an EU sister entity (Pattern B, year 2-3) is funder-driven: some EU foundations strongly prefer or require an EU-domiciled grantee. When that pressure becomes real, the Federation forms an Affiliate. Until then, no preemptive build.

🇬🇧 United Kingdom. Post-Brexit, a UK-domiciled entity faces its own friction with EU members, so the UK is not a clean workaround for EU complications. UK GDPR applies (similar to EU GDPR with some divergences). Banking via Wise Business works cleanly. The Community Interest Company (CIC) is the natural form for a UK sister entity, with a built-in asset lock that satisfies the Federation’s bylaws requirement.

🇯🇵 Japan. This is the region whose participation requires the deepest operational commitment from the Federation. Three things matter most.

Time zones first. Tokyo to LA is a 16 to 17 hour offset, with no synchronous meeting window where both regions are awake during reasonable hours. The bylaws make written-ballot voting the default, and the international operations plan moves further toward async-only for binding decisions. If the Federation drifts back toward “let’s hop on a call,” Tokyo loses. Async-default is what makes equal voice for Japan real rather than aspirational.

Language second. English is widely spoken in Japanese tech communities, but governing in a second language is harder than reading in one. The Federation has committed to actively funded translation of governance materials into Japanese (alongside French, German, and other working languages of member regions), not translation-on-request. The budget line is around $3,000 to $8,000 a year in year one for professional translation services.

Cultural and operational norms third. Code of Conduct enforcement assumes broadly Anglo-American norms by default. The “or equivalent code” provision in the bylaws exists in part so Japanese member groups can apply equivalent norms in ways that work in their context. Japanese organizers know what enforcement looks like in Japan. The Federation trusts their judgment.

If Japanese member groups eventually want a sister entity, the 一般社団法人 (ippan shadan hojin, General Incorporated Association) is the natural form. Created in Japan’s 2006/2008 nonprofit reform specifically to make nonprofit incorporation accessible: ~$700 USD total in notary and registration fees, two-member minimum, articles drafted in English but notarized in Japanese via a Shiho shoshi (judicial scrivener). The Japanese equivalent of a California Mutual Benefit Corp in spirit and accessibility.

🇺🇸 United States. The Federation’s home jurisdiction. California Mutual Benefit Corp, 501(c)(6) tax status. State-level “foreign agent” legislation is being introduced in multiple US states with broad definitions; California has not been among the proposing states. Worth monitoring as it develops. OFAC sanctions screening applies to any Federation disbursements to non-US member groups, which is standard nonprofit practice.

The proposed path

The proposed plan moves in six phases.

Phase 1 (months 1-2): Bridge through fiscal sponsorship. Apply to Open Source Collective as a fiscal sponsor. OSC is a 501(c)(6) that accepts open-source meetups, advocacy groups, and federations. They take a 10% administrative fee, and they can be operational within weeks. This allows the Federation to accept Bluesky, Modal, and Community Fund grants and obtain liability insurance through OSC’s umbrella while the long-term structure forms.

Phase 2 (months 2-4): Pre-formation work. Founding member groups align on the four pre-formation documents (Mission, Membership Criteria, Decision-Making Framework, International Operations). Bylaws skeleton goes to a California nonprofit lawyer, SELC’s Resilient Communities Legal Café for initial review, then Adler & Colvin or similar for the international piece. Founding members ratify final bylaws.

Phase 3 (months 4-5): Incorporate. File California Articles of Incorporation (Form ARTS-MU, $30 fee). Get EIN. File initial Statement of Information. Open Wise Business banking account for international fund flow. Adopt initial policies (Conflict of Interest, Privacy, International Funds, Code of Conduct).

Phase 4 (months 5-14): Operate and seek federal exemption. File IRS Form 1024 for 501(c)(6) status. Continue operating through fiscal sponsor while waiting. Build relationships with founding member groups, develop shared infrastructure (website, code of conduct, event playbooks), make first disbursements to member groups.

Phase 5 (months 11-14): Transition out of fiscal sponsorship. When IRS determination arrives, migrate funds and operations from Open Source Collective to the Federation. The Federation stands on its own.

Phase 6 (year 2-3): Evaluate affiliate structures if needed. If specific funder relationships, regulatory environments, or operational needs justify a European, UK, Canadian, or Japanese sister entity, form one under Article XIII with a properly drafted MOU. Not required. Available when needed.

What this requires from non-US founding groups

Joining the Federation from outside the US requires a few specific commitments.

Designate one or two delegates with authority to represent the group in federation governance. Delegates participate in member meetings (mostly asynchronous, occasionally synchronous), vote in written ballots, and elect directors. The work is real but not heavy. Plan on a few hours per month in the first year, less thereafter.

Affirm the founding documents. That means agreeing to the Mission, the Membership Criteria, the Decision-Making Framework, the Code of Conduct, and ultimately the Bylaws.

Operate under the Federation’s insurance if and when the Federation can extend coverage to the group’s jurisdiction. Where coverage cannot extend directly, the Federation has committed to subsidizing equivalent local coverage. Real cost, real commitment.

Complete some US tax paperwork. Specifically: Form W-8BEN-E (for non-US payee groups receiving any Federation disbursements), an OFAC self-certification, and a charitable-purpose affirmation. Onboarding paperwork, updated when key facts change.

Share in the governance work. This is the part that matters most. A federation only works if its members govern it. If non-US groups join but don’t show up to make decisions, the Federation drifts toward US dominance regardless of formal voting rights.

What this offers non-US founding groups

A legal entity that can receive grants from US-based funders without requiring the local group to incorporate first. If a member group wants to receive a Bluesky grant in 2026, the Federation can be the recipient and pass funds through. No German e.V. or UK CIC required to begin operating with real funding.

Liability coverage for events, either directly under the Federation’s policy where it extends or via Federation subsidy for equivalent local coverage.

Equal voice with US groups in shaping the Federation’s direction. One vote per group, regardless of location or size, written into the bylaws.

Access to shared infrastructure: branding, templates, organizing playbooks, peer networks, built collaboratively across the federation.

A pathway to local incorporation under federation auspices when it makes sense, via Article XIII affiliates. The Federation can support the formation of a Wikimedia-Deutschland-style local entity when the moment is right, without requiring it as a precondition.

A hedge against US political drift. If the US environment becomes meaningfully more hostile to the kind of work the Federation does, the Article XIII structure allows operations to migrate to an EU or UK affiliate, and the asset-lock clause directs Federation assets to a successor with similar purposes. Not a guarantee. A real architectural commitment.

The honest summary

California is the recommendation in this draft because, after weighing the political and operational alternatives, it offers the best balance of speed, cost, governance flexibility, and structural fit for the kind of federation worth building here. The proposal accepts that this means accepting some real political risk in 2026, and the architecture is built to allow migration if that risk becomes intolerable.

The US is not a great place to be a nonprofit right now. The alternatives are worse for this specific structure, and the architecture is built to be defensive against the failure modes that should worry you.

This document makes a case for the founding members to challenge.

For questions, objections, or alternative proposals, bring them to the next founding member meeting or raise them on the forum thread. The point of this document is to put us all on the same set of facts and tradeoffs before we make decisions together.