[Chapter-delegates] Follow-up on Chapters Advisory Council Meeting of 17 September 2024
K Mohan Raidu
kmraidu at aol.com
Sun Oct 13 22:45:26 PDT 2024
+1 K Mohan Raidu; President ISOC Hyderabad, India ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ On Saturday, October 12, 2024 at 03:34:03 PM GMT+5:30, Winthrop Yu via Chapter-delegates <chapter-delegates at elists.isoc.org> wrote:
+1 Joel, Doug, Christian, Hank, Eduardo, and most especially to Olivier.
Others have already pointed-out that $64,000/year is a very reasonable outlay for the scope and quality of the work that Joly was doing. What would be the cost of an entire Comms team doing that work, or if this work were to be outsourced to yet another tech company (like SalesForce.com for a "product" like Fonteva)?
But we are told that we can still have the work done -- simply apply for a BTN grant. Well, now we know that ISOC-NY did apply for a one-time grant to archive and save about 800 livestream videos. The result? ISOC Foundation rejected this tiny, minuscule Beyond the Net application, the reason given by ISOC Foundation was: "the total number of requests we receive exceed the amount of funding we have available and we must select projects most closely aligned to the goals of our Foundation". A paltry $1K -- not aligned with goals?
That, ladies and gents, says a lot about the state ISOC (HQ) is in nowadays.
WYn
PH
On 11/10/2024 7:56 PM, Joel Okomoli via Chapter-delegates wrote:
Thanks Frazier! and +1,
This attitude is spread across the various programs run by ISOC! We have seen fellows and travel fellowships being awarded to very strange fellows who do not even understand the Mission and Vision of ISOC!
The outcome is that the said fellows ride on such funds then quickly disappear without trace! Occasionally they pop up - as staff and then you begin to see the connection. This is a small world and it looks like our former CEO entrenched the culture. I believe any openings in this ecosystem should be given to the active volunteers! That is what will grow The Internet Society.
My observation, I could be wrong.
Joel Okomoli ISOC Kenya Chapter.
On Fri, Oct 11, 2024 at 1:37 PM b1harlem nyc via Chapter-delegates <chapter-delegates at elists.isoc.org wrote:
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.*
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This communication is the property of the Internet Society and may
contain confidential or privileged information. Unauthorized use of this
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please notify the sender by reply e-mail and destroy all copies of the
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*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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