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

b1harlem nyc smartnet.nyc at gmail.com
Fri Oct 11 03:37:20 PDT 2024 

That's exactly what I was thinking as well.. we have a situation where the
non volunteers are dictating what is being done with allocation of
resources. And just refusing to acknowledge they are wrong on this and
maybe being a penny wise and a pound foolish.


First we are treated to fancy intelligent parsing and explaining (by non
volunteers) as to why( volunteers) cannot have 64 000 dollars to document
chapter efforts by volunteers!
Mostly because they (non volunteers) said so!

 When that was challenged we were treated to fancy legal explanations
courtesy of the non volunteer legal attorney..when challenged by Oliver's
well thought out logical response we got legal obsification...

 Most enlightening though of the we versus they attitude of the you guess
it (non volunteers) was the revelation that 5 million dollars of internt
society monies  was given to some private group (non volunteer of course)

 When Oliver and others asked about how the non volunteers transferred
gifted..allocated ..awarded 5 .million dollars to another non volunteer
group while  denying the volunteers request for 64000 dollars for
documentation of chapter work
We were informed by (non  voluteer attorney)   you dont need to see any
documents regarding that, nothing to see here!.. (again because the non
volunteers lawyer said so) when that didnt work and she was challenged by
non volunteers...we given More fancy legal word salad with
 obsification on the side  just for good measure...

Insert lyrics from well known song "you thought I was a donut you tried to
glaze me"

We should see this as a teaching moment as a proud member of the nyc
chapter we see this circular demeaning paternalistic logic all the time in
our work with the residents of the nyc housing authority...  the largest in
the country

The people who live there are ignored by and on every turn by the same set
up as we have here ..thier concerns are meet by the same platitudes and
responses that always deliver the same  message only we (non volunteers/non
residents in both instances) and we only have the only good  ideas and how
dare you question that..and think we are going to listen to you!..

We (non volunteers) will circle the wagons and protect the non volunteers
and forget the fact that the
Volunteers are the heart and sole of any society including the internet...

This happens more the we all probably think .
Notice the resistance over something so obvious and they cannot solve it
without trying not to loose face and protect previous decisions thereby
appearing to have no regard or even realizing we are supposed to be and act
like a team and we they are not!!

This is the seeds of devisiveness when you have no regard for your
teammates ...point blank full stop

OK none can say we were not told!

Doug Frazier
Proud Board Member and Volunteer of the nyc Chapter



On Fri, Oct 11, 2024, 05:10 Christian de Larrinaga via Chapter-delegates <
chapter-delegates at elists.isoc.org> wrote:

>
>
> That's not the issue if I've understood what people are asking. The
> message appears to be ISOC is looking increasingly like a "black box" to
> the community saying it is treated as consumers rather than as an
> integral part of the decision and governance making process.
>
>
>
> vinton cerf via Chapter-delegates <chapter-delegates at elists.isoc.org>
> writes:
>
> > The foundation is formally a supporting organization under nonprofit tax
> > law.
> > V
> >
> > On Thu, Oct 10, 2024, 12:35 Eduardo Diaz via Chapter-delegates <
> > chapter-delegates at elists.isoc.org> wrote:
> >
> >> IIona:
> >>
> >> From your email, I understand there is no formal "contract for services"
> >> between ISOC and the ISOC Foundation. Is my interpretation correct?
> >>
> >> -ed
> >> ISOC Puerto Rico
> >>
> >> On Thu, Oct 10, 2024 at 12:04 PM Ilona Levine via Chapter-delegates <
> >> chapter-delegates at elists.isoc.org> wrote:
> >>
> >>> Hi Olivier,
> >>>
> >>>
> >>>
> >>> Thank you for your follow up email. I think the use of the term
> >>> "outsourcing" in the email below might have caused some confusion.  You
> >>> mentioned you are familiar with the “supporting organizations” and how
> they
> >>> operate, but it might also be helpful for me to provide some additional
> >>> background for others.
> >>>
> >>> As you know, the relationship between supporting and supported
> >>> organizations is not a vendor or contractor relationship. Though
> >>> the Foundation is a separate corporation, it is a controlled
> subsidiary of
> >>> ISOC, not a third-party service provider or outside contractor.  So
> ISOC is
> >>> not “outsourcing” to the Foundation but instead, the two entities
> cooperate
> >>> to achieve the mission of the Internet Society.  In other words, as a
> >>> supporting organization, the Foundation’s purpose is to operate for the
> >>> benefit of, and to support, ISOC. In furtherance of that purpose, the
> >>> Foundation conducts programs and activities that benefit ISOC and
> furthers
> >>> ISOC’s mission. For example, the Foundation engages in communications
> >>> activities at the direction of and to the benefit of ISOC.
> >>>
> >>> As you also know based on your extensive experience with nonprofits,
> the
> >>> Internet Society Board develops the overall strategy for ISOC. Internet
> >>> Society management then develops its action plan and in turn, works
> with
> >>> the Foundation to ensure that it, as a supporting organization,
> provides
> >>> the support necessary to achieve ISOC’s goals. The Foundation does that
> >>> through its own action plan, which sets out objectives for all of its
> >>> functions, including the communications function.  So the Board sets
> the
> >>> strategy, Internet Society management creates the action plans, and the
> >>> Foundation management allocates resources to support those plans as
> >>> necessary.
> >>>
> >>>
> >>>
> >>> After the approval of the 2025 action plans, ISOC will share them with
> >>> the community.  As discussed earlier, part of that will be Chris
> presenting
> >>> to this community how the communications group will be tackling its
> work in
> >>> the upcoming year.
> >>>
> >>>
> >>>
> >>> Best regards,
> >>>
> >>> Ilona
> >>>
> >>>
> >>>
> >>> *From: *Olivier MJ Crépin-Leblond <ocl at gih.com>
> >>> *Date: *Tuesday, October 8, 2024 at 8:47 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,
> >>>
> >>> 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.*
> >>>
> >>>
> >>>
> >>> [image:
> >>>
> 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> <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
> >>>
> >>>
> >>>
> >>>
> >>>
> >>>
> >>>
> >>>
> >>>
> >>>
> >>>
> >>>
> >>> _______________________________________________
> >>> 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/
> >>>
> >>
> >>
> >> --
> >> *Notice*: This email may contain confidential information, is subject to
> >> legal privilege, and is intended for the use of the named addressee
> only.
> >> If you are not the intended recipient, you must not use, disclose or
> copy
> >> any part of this email. If you have received this email by mistake,
> please
> >> notify the sender and delete this message immediately.
> >> _______________________________________________
> >> 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/
> >>
> > _______________________________________________
> > 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/
>
> --
> Christian de Larrinaga
> _______________________________________________
> 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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