[Chapter-delegates] Follow-up on Chapters Advisory Council Meeting of 17 September 2024
Winthrop Yu
w.yu at gmx.net
Tue Oct 8 07:35:00 PDT 2024
+1 Olivier and Judith
WYn
On 08/10/2024 9:45 PM, Judith Hellerstein via Chapter-delegates wrote:
> Hi Olivier and others,
> The Washington DC Chapter also support Olivier in this important endeavor
>
> Judith
> Sent from my iPad
> judith at jhellerstein.com
> Skype ID:JudithHellerstein
>
>> On Oct 8, 2024, at 8:47 AM, Olivier MJ Crépin-Leblond via Chapter-delegates
>> <chapter-delegates at elists.isoc.org> wrote:
>>
>> 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.*
>>>>
>>>> <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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