[Chapter-delegates] Follow-up on Chapters Advisory Council Meeting of 17 September 2024
Olivier MJ Crépin-Leblond
ocl at gih.com
Tue Oct 15 02:56:36 PDT 2024
Dear Ilona,
thank you for your email dated 10 October 2024.
I am disappointed to note that you have still not provided a response
with the information requested in my emails appended in the email thread
below. You will note the extract below from my email dated 8 October 2024:
QUOTE:
"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."
I reiterate this request and would be grateful if you could provide the
information requested without further delay.
I very much appreciate (and draw your attention to) the input and
support for this information request from my fellow "Chapter Delegates".
As a reminder, in U.S. company law, a "supporting organisation" and a
"merged organisation" are not legally the same.
I am pleased that we all appear to agree that the Internet Society
Foundation is formally a "Section 509(a)(3) Supporting Organisation"
under United States Non Profit Tax Law.
The information from the IRS links below provide helpful "Official
Guidance":
https://www.irs.gov/charities-non-profits/section-509a3-supporting-organizations
https://www.irs.gov/charities-non-profits/charitable-organizations/supporting-organizations-requirements-and-types
I look forward to your prompt response.
Kindest regards,
Olivier Crépin-Leblond
On 10/10/2024 17:04, Ilona Levine 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>
> <mailto:ocl at gih.com>
> *Date: *Sunday, September 22, 2024 at 8:52 AM
> *To: *Ilona Levine <levine at isoc.org> <mailto:levine at isoc.org>,
> Ted IETF <ted.ietf at gmail.com> <mailto:ted.ietf at gmail.com>
> *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 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.*
>
> 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>
> <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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