[Chapter-delegates] Follow-up on Chapters Advisory Council Meeting of 17 September 2024
borka at e5.ijs.si
borka at e5.ijs.si
Tue Oct 8 08:06:49 PDT 2024
In line what was prposed and the support to the proposal given by Olivier,
I as well agree with the proposed action.
With regards,
Borka Jerman Blažič
On Tue, 8 Oct 2024, 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:
>
> o Clearly define the parties involved.
> o Provide definitions for key terms used throughout
> the agreement.
> 2.
>
> Scope of Services:
>
> o Detail the specific services to be outsourced.
> o Include service level agreements (SLAs) to set
> performance standards.
> 3.
>
> Term and Termination:
>
> o Specify the duration of the agreement.
> o Outline conditions for termination by either
> party.
> 4.
>
> Pricing and Payment Terms:
>
> o Define the pricing structure and payment schedule.
> o Include any penalties for late payments or
> performance failures.
> 5.
>
> Confidentiality and Data Protection:
>
> o Ensure compliance with data protection laws.
> o Include confidentiality clauses to protect
> sensitive information.
> 6.
>
> Intellectual Property Rights:
>
> o Clarify the ownership of any intellectual property
> created during the agreement.
> 7.
>
> Warranties and Liability:
>
> o Outline the warranties provided by the service
> provider.
> o Define the liability limits for both parties.
> 8.
>
> Monitoring and Reporting:
>
> o Establish how performance will be monitored and
> reported.
> o Include provisions for regular review meetings.
> 9.
>
> Dispute Resolution:
>
> o Specify the process for resolving disputes.
> o Include mediation or arbitration clauses if
> applicable.
> 10.
>
> Exit Management:
>
> o Plan for the transition of services back to the
> company or to another provider.
> o 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)
> IETF-ISOC Funding Agreement Amendment (2020)
> IETF-ISOC Funding Agreement Amended and Restated (2024)
>
> 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|
> internetsociety.org | @internetsociety
>
> Donate today.
>
> 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>
> Date: Friday, September 20, 2024 at 11:38 AM
> To: Ted IETF <ted.ietf at gmail.com>, Ilona Levine
> <levine at isoc.org>
> 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 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/supporti
> ng-organizations-requirements-and-types
>
>
>
> and
>
>
>
> https://www.irs.gov/charities-non-profits/section-509a3-supporting-organiza
> tions
>
>
>
> 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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