[Chapter-delegates] Follow-up on Chapters Advisory Council Meeting of 17 September 2024

Tue Oct 8 22:12:01 PDT 2024

>From the India Trivandrum Chapter, I support Olivier's request.

With kind regards

satish

On Tue, Oct 8, 2024 at 7:16 PM Judith Hellerstein via Chapter-delegates <
chapter-delegates at elists.isoc.org> 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> <ocl at gih.com>
> *Date: *Sunday, September 22, 2024 at 8:52 AM
> *To: *Ilona Levine <levine at isoc.org> <levine at isoc.org>, Ted IETF
> <ted.ietf at gmail.com> <ted.ietf at gmail.com>
> *Cc: *Chapter Delegates <Chapter-delegates at elists.isoc.org>
> <Chapter-delegates at elists.isoc.org>, Sally Wentworth <wentworth at isoc.org>
> <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|
> 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> <ocl at gih.com>
> *Date: *Friday, September 20, 2024 at 11:38 AM
> *To: *Ted IETF <ted.ietf at gmail.com> <ted.ietf at gmail.com>, Ilona Levine
> <levine at isoc.org> <levine at isoc.org>
> *Cc: *Chapter Delegates <Chapter-delegates at elists.isoc.org>
> <Chapter-delegates at elists.isoc.org>, Sally Wentworth <wentworth at isoc.org>
> <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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> -
> View the Internet Society Code of Conduct:
> https://www.internetsociety.org/become-a-member/code-of-conduct/
>
> _______________________________________________
> As an Internet Society Chapter Officer you are automatically subscribed
> to this list, which is regularly synchronized with the Internet Society
> Chapter Portal (AMS): https://community.internetsociety.org.
> -
> View the Internet Society Code of Conduct:
> https://www.internetsociety.org/become-a-member/code-of-conduct/
>
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