[Chapter-delegates] Follow-up on Chapters Advisory Council Meeting of 17 September 2024
Olivier MJ Crépin-Leblond
ocl at gih.com
Thu Oct 24 07:24:20 PDT 2024
Dear Ilona,
referring to my email below, I note with concern that I appear to have
not received any response from you on the matters I raised. Having
mentioned in your email dated 8 October 2024 that "/All necessary legal
documents, including agreements, have been put in place to respect the
separate nature of the two organizations." /, I am yet to have seen any
of these documents which you mentioned. Please be so kind to share them
or if this is not possible, even in a redacted manner, 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 the differentiation between a "supporting organisation" and
a "merged organisation", which are not legally the same. Supporting
organisations require, under Company Law, that the link between the
Supporting Organisation and the Supported Organisation is formalised by
a set of service agreements since the two organisations remain legally
distinct.
I look forward to your prompt response.
Kindest regards,
Olivier Crépin-Leblond
On 15/10/2024 10:56, Olivier MJ Crépin-Leblond wrote:
> 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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