[Chapter-delegates] Follow-up on Chapters Advisory Council Meeting of 17 September 2024
Olivier MJ Crépin-Leblond
ocl at gih.com
Tue Oct 8 05:46:42 PDT 2024
Dear Ilona,
Further to our discussion two weeks ago regarding the definition of the
relationship between the Internet Society and the Internet Society
Foundation, in the absence of your response, I wish to reiterate the
need for a clear outsourcing agreement between these entities. It is
recognised as good business practice internationally to establish such
agreements to delineate respective liabilities in the execution of these
contracts.
Responding to your note: "/All necessary legal documents, including
agreements, have been put in place to respect the separate nature of the
two organizations./"
All I am asking is for them to be shared. If that is not possible, even
in a redacted manner, for whatever reason, then please provide a list of
the agreements to which you refer, including the date of the agreement,
the name of the agreement, the signatory parties, and a brief
description of each agreement.
Looking forward to your prompt response.
Kindest regards,
Olivier Crépin-Leblond
On 24/09/2024 17:22, Olivier MJ Crépin-Leblond wrote:
> Dear Ilona,
>
> Many thanks for your follow-up.
>
> The thread may not have come all through. During the Chapter Advisory
> Council call, Ted mentioned the transfer of some responsibilities in
> relation to Communications from the Internet Society to the Internet
> Society Foundation. My initial question to Ted was in regards to the
> outsourcing agreement as follows:
>
> /"I was previously unaware of this change. Although the Internet
> Society Foundation may have been designated by the Internet Society as
> a "supporting organisation" of the Internet Society, it remains a
> distinct and separate legal entity. Therefore, I assume that any
> "outsourcing" of responsibilities such as Marketing and/or
> Communications would be defined in a written "contract for services"
> between the Parties setting out (inter-alia) the terms, rights, and
> obligations of each Party. Could you please provide the terms for such
> an agreement and any limitations therein?
> / /
> My principal concern lies in distinguishing between executing the
> Communications Plan and drafting the Communications Plan. These are
> fundamentally different tasks and would undoubtedly be included in the
> "contract for services""./
>
> The top level responsibility of the strategy of the Internet Society
> remains within the Internet Society. I find it surprising that an
> outsourcing entity would be able to dictate that strategy without it
> being agreed by the Internet Society itself.
> The Internet Society has the opportunity to outsource the execution of
> its Communications Plan to a supporting organisation on the basis of
> terms and conditions agreed between the parties. This requires
> outsourcing agreement(s) in order to know where the boundaries and
> responsibilities are between the two organisations, including their
> respective liabilities in the execution of these agreement(s).
>
> For example:
>
>
> Key Components of an Outsourcing Communications Agreement
>
> 1.
>
> *Introduction and Definitions*:
>
> * Clearly define the parties involved.
> * Provide definitions for key terms used throughout the agreement.
> 2.
>
> *Scope of Services*:
>
> * Detail the specific services to be outsourced.
> * Include service level agreements (SLAs) to set performance
> standards.
> 3.
>
> *Term and Termination*:
>
> * Specify the duration of the agreement.
> * Outline conditions for termination by either party.
> 4.
>
> *Pricing and Payment Terms*:
>
> * Define the pricing structure and payment schedule.
> * Include any penalties for late payments or performance failures.
> 5.
>
> *Confidentiality and Data Protection*:
>
> * Ensure compliance with data protection laws.
> * Include confidentiality clauses to protect sensitive information.
> 6.
>
> *Intellectual Property Rights*:
>
> * Clarify the ownership of any intellectual property created
> during the agreement.
> 7.
>
> *Warranties and Liability*:
>
> * Outline the warranties provided by the service provider.
> * Define the liability limits for both parties.
> 8.
>
> *Monitoring and Reporting*:
>
> * Establish how performance will be monitored and reported.
> * Include provisions for regular review meetings.
> 9.
>
> *Dispute Resolution*:
>
> * Specify the process for resolving disputes.
> * Include mediation or arbitration clauses if applicable.
>10.
>
> *Exit Management*:
>
> * Plan for the transition of services back to the company or to
> another provider.
> * Include provisions for the transfer of data and assets.
>
>
>
> I trust that you mentioned: "All necessary legal documents, including
> agreements, have been put in place to respect the separate nature of
> the two organizations."
> Thus I would be interested in its details as explained in my email.
>
> Kindest regards,
>
> Olivier
>
>
> On 23/09/2024 18:36, Ilona Levine wrote:
>>
>> Dear Olivier,
>>
>> I understand that the nature of your request is to assist the
>> Chapters Advisory Council and Chris Locke in preparation to his
>> session on the communication plan. The agreement in place since 2018
>> between the Foundation and Internet Society focuses on the legal
>> obligations in line with the Foundation's role as a 509(a)(3) and
>> therefore, won’t be useful for that purpose.
>>
>> Best regards,
>>
>> Ilona
>>
>> *From: *Olivier MJ Crépin-Leblond <ocl at gih.com>
>> *Date: *Sunday, September 22, 2024 at 8:52 AM
>> *To: *Ilona Levine <levine at isoc.org>, Ted IETF <ted.ietf at gmail.com>
>> *Cc: *Chapter Delegates <Chapter-delegates at elists.isoc.org>, Sally
>> Wentworth <wentworth at isoc.org>
>> *Subject: *Re: Follow-up on Chapters Advisory Council Meeting of 17
>> September 2024
>>
>> Dear Ilona,
>>
>> thank you for clarifying that all necessary legal documents,
>> including agreements, have been duly executed to respect the separate
>> nature of the two organisations.
>>
>> I am aware of the publication of the original IETF Administration LLC
>> agreements with the Internet Society, specifically:
>> IETF-ISOC Funding Agreement (2020)
>> <https://www.ietf.org/media/documents/IETF_Funding_Agreement_-_Executed_-_20201123.pdf>
>> IETF-ISOC Funding Agreement Amendment (2020)
>> <https://www.ietf.org/media/documents/IETF_ISOC_Funding_Amendment_Amendment_-_20201222.pdf>
>> IETF-ISOC Funding Agreement Amended and Restated (2024)
>> <https://www.ietf.org/media/documents/ISOC-IETF_Amended_Funding_Agreement_-_20240103_-_Redacted_Executed.pdf>
>>
>> These documents are accessible on the IETF Administration LLC’s
>> website at https://www.ietf.org/administration/overview/.
>>
>> Could you kindly confirm whether the agreements between the
>> Foundation and the Internet Society are also publicly available? I
>> have been unable to locate them on either website.
>>
>> I would appreciate it if you could provide a list of the agreements
>> to which you refer, including the date of the agreement, the name of
>> the agreement, the signatory parties, and a brief description of each
>> agreement.
>>
>> I look forward to your kind response.
>>
>> Kindest regards,
>>
>> Olivier
>>
>> On 20/09/2024 19:48, Ilona Levine wrote:
>>
>> Hi Olivier, thank you for your follow up email. You noted that
>> you are aware of the tax requirements that apply to supporting
>> organizations. Mainly, those requirements relate to supporting
>> the mission of its supported entities. In this case, the
>> Internet Society.
>>
>> As part of that support, the Foundation provides grants to other
>> organizations that have missions consistent with the Internet
>> Society’s in order to fund programs that further the Internet
>> Society’s purposes. The Foundation also engages in activities
>> that support Internet Society directly. For example, the
>> Foundation engages in fundraising and communication activities
>> for the benefit of the Internet Society.
>>
>> As you also pointed out, the Foundation is a separate legal
>> entity. It is a controlled subsidiary of Internet Society. All
>> necessary legal documents, including agreements, have been put in
>> place to respect the separate nature of the two organizations.
>>
>> I trust this answers your question.
>>
>> Best regards,
>>
>> Ilona
>>
>> *Ilona Levine,* SVP, General Counsel and Corporate Secretary
>>
>> levine at isoc.org <mailto:levine at isoc.org>|
>> internetsociety.org | @internetsociety
>>
>> Donate today. <https://bit.ly/3nUsQmJ>
>>
>> *Help protect the Internet for everyone.*
>>
>> https://backchannel.internetsociety.org/wp-content/uploads/2020/01/image001.png
>>
>> This communication is the property of the Internet Society and
>> may contain confidential or privileged information. Unauthorized
>> use of this communication is strictly prohibited. If you have
>> received it in error, please notify the sender by reply e-mail
>> and destroy all copies of the communication and any attachments.
>>
>> *From: *Olivier MJ Crépin-Leblond <ocl at gih.com> <mailto:ocl at gih.com>
>> *Date: *Friday, September 20, 2024 at 11:38 AM
>> *To: *Ted IETF <ted.ietf at gmail.com> <mailto:ted.ietf at gmail.com>,
>> Ilona Levine <levine at isoc.org> <mailto:levine at isoc.org>
>> *Cc: *Chapter Delegates <Chapter-delegates at elists.isoc.org>
>> <mailto:Chapter-delegates at elists.isoc.org>, Sally Wentworth
>> <wentworth at isoc.org> <mailto:wentworth at isoc.org>
>> *Subject: *Re: Follow-up on Chapters Advisory Council Meeting of
>> 17 September 2024
>>
>> Dear Ted,
>>
>> thank you for your follow-up on this matter. I am aware of the
>> special tax terms in relation to "supporting organisations".
>>
>> That being said, the Internet Society Foundation is a distinct
>> and separate legal entity to the Internet Society, irrespective
>> of the relationship between them. As a result, any outsourcing
>> task undertaken by one, for the other entity, would be defined in
>> a contract, whether written, verbal or otherwise. If not, there
>> is a lack of clarity and expectations about the relationship,
>> which brings potential liability and risk that both entities are
>> subjected to, in relation to the other's actions. Any lawyer
>> would tell you that it is highly advisable to have a written
>> contract, if only for legal protection.
>>
>> Thanks for letting me know that you are travelling. I am copying
>> President and CEO Sally Wentworth in case you're unavailable for
>> a length of time.
>>
>> Kindest regards,
>>
>> Olivier
>>
>> On 20/09/2024 13:12, Ted Hardie wrote:
>>
>> Hi Olivier,
>>
>> A supporting organization is a term of art in US tax law,
>> please see:
>>
>> https://www.irs.gov/charities-non-profits/charitable-organizations/supporting-organizations-requirements-and-types
>>
>> and
>>
>> https://www.irs.gov/charities-non-profits/section-509a3-supporting-organizations
>>
>> Explaining how the two relate is complicated enough that
>> there are legal briefs on it; I have cc'ed the Society's
>> chief counsel in case you would like that level of detail.
>> The summary, however, is that a supporting organization is a
>> charity because it supports the charitable purpose of the
>> main organization. As a result, it can provide services to
>> the main organization under the special tax rules noted above.
>>
>> Note that I am traveling and will generally be slow to
>> respond for a few days, but hopefully the links above will
>> get you started and Ilona can provide more detailed legal
>> information as needed.
>>
>> regards,
>>
>> Ted Hardie
>>
>> On Fri, Sep 20, 2024 at 6:24 AM Olivier MJ Crépin-Leblond
>> <ocl at gih.com> wrote:
>>
>> Dear Ted,
>>
>>
>> During this week’s Chapters Advisory Council call, you
>> mentioned that the Internet Society Foundation, as a
>> "supporting organisation" of the Internet Society, is
>> managing the communications department for the Internet
>> Society.
>>
>> Upon seeking clarification, you explained that the
>> Internet Society Foundation comprises two elements: one
>> philanthropic (grant-making) and the other as a
>> "supporting organisation" of the Internet Society. "This
>> implies that many of the supporting functions for the
>> Internet Society as a whole are now part of the
>> Foundation, primarily because the Foundation can provide
>> these services to the Internet Society at no cost".
>>
>> You further elaborated that this "arrangement" allows the
>> Internet Society to allocate its budget more effectively.
>>
>> I was previously unaware of this change. Although the
>> Internet Society Foundation may have been designated by
>> the Internet Society as a "supporting organisation" of
>> the Internet Society, it remains a distinct and separate
>> legal entity. Therefore, I assume that any "outsourcing"
>> of responsibilities such as Marketing and/or
>> Communications would be defined in a written "contract
>> for services" between the Parties setting out
>> (inter-alia) the terms, rights, and obligations of each
>> Party. Could you please provide the terms for such an
>> agreement and any limitations therein?
>>
>> My principal concern lies in distinguishing between
>> executing the Communications Plan and drafting the
>> Communications Plan. These are fundamentally different
>> tasks and would undoubtedly be included in the "contract
>> for services".
>>
>> The "contract for services" (together with any relevant
>> supporting information) will be helpful input for both
>> the Chapters Advisory Council and also for Chris Locke
>> and his Team (including for the current "branding"
>> presentations) in preparation for the promised session
>> from Chris Locke to the Chapters Advisory Council.
>>
>> I look forward to your response and to receiving a copy
>> of the "contract for services" agreement, together with
>> any relevant supporting information as requested above.
>>
>> Kindest regards,
>>
>> Olivier
>>
>>
>>
>>
>>
>>
>
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