[Chapter-delegates] Follow-up on Chapters Advisory Council Meeting of 17 September 2024
Olivier MJ Crépin-Leblond
ocl at gih.com
Thu Oct 24 07:24:48 PDT 2024
Dear Chris,
whilst appreciating that you are busy and being aware that you are
travelling at present, I should remind you of my email below which I
hope you will have the time to respond to when you have the time.
The matters which I have shared with you show a number of
inter-connected organisations, each their own legal entity and therefore
each with their own rights, obligations, assets, liabilities etc. As I
mentioned in my email, contracts or written agreements need to be in
place under Company Law in order to limit that liability that stems from
an organisation's activities, irrespective of the make-up of the
organisation(s) when it comes to IRS Tax returns.
I realise that you are probably "discovering" the organisation(s) as you
navigate them, but would appreciate your responses given the lack of
responses received thus far from other staff members in the organisation
structure(s). As having a clear and transparent, trusted organisation is
a primary criterion for donors to evaluate before pledging funds, I
should think that this would rank quite high in your list of priorities.
Kindest regards,
Olivier Crépin-Leblond
On 15/10/2024 12:48, Olivier MJ Crépin-Leblond wrote:
> Dear Chris,
>
> many thanks for your email. I very much appreciate your enthusiasm in
> addressing key issues.
>
> You have correctly identified that there is a major issue relating to
> Trust. However, I would raise a second key issue which relates to
> Legitimacy and both of these issues need to be addressed before the
> Internet Society Foundation and other Internet Society Organisations
> can move forward from the present situation.
>
> I am delighted that you are going to present at the Chapters Advisory
> Council on 28th October 2024 and hope that you will be able to
> integrate both the points of Trust and Legitimacy in your presentation.
>
> 1. You will have seen my response to Ilona Levine earlier in the day.
> You will see that there is a Common Ground that the Internet Society
> Foundation is a Not-For-Profit Supporting Organisation 509(a)3. But
> the link between the Supporting Organisation and the Supported
> Organisation in *Company law* is a different matter. In reading the
> thread I have had with Ilona Levine and others, there appears to be a
> confusion between the two.
>
> A supporting organisation typically needs to have operational
> contracts or agreements with its supported organisation to ensure that
> it is operating exclusively for the benefit of the supported
> organisation. These contracts outline the specific activities,
> responsibilities, and expectations of both parties to maintain
> compliance with IRS requirements.
>
> 2. There is a distinction between "The Community" and "The Chapters".
>
> Chapters are part of the "Supported Entities" - an integral part of
> the Internet Society ecosystem - and have a role in terms of the
> delivery of services from the Supporting Organisations. They are
> defined in the Internet Society Bylaws. They appoint a number of Board
> Members.
> The wider "Community" of, still undefined "members" (even though we
> are constantly reminded by Management and Board that the Internet
> Society is not a membership organisation), has no power whatsoever in
> Internet Society matters.
>
> One of the issues which has caused the breakdown of Trust is that,
> since 2016, the Chapters have seen, "as if by magic", the destruction
> of the Chapter infrastructure and resources, for example the closing
> of the Regional Offices, the change of "Core Staff", the hacking-out
> of activities in which Chapters were involved, such as MANRS or the
> efforts on Consumer IoT, the top-down parallel staff activities
> relating to Advocacy and, to top the lot, the loss of funding for
> ISOC.LIVE and ISOC Live Archives. There has been a significant shift
> in the Internet Society's direction since 2016, not brought bottom-up
> up by the wider Internet Society Communities, but top-down by
> Management, and this is best shown by examining the changes in the
> funding flows between 2016 (pre-changes) and 2022, which is the last
> financial information that is currently publicly available.
>
> This is best shown in a snapshot of funding flows from 2016:
>
>
>
> And a snapshot of funding flows from 2022:
>
>
>
> Chapters stand to be the big losers here, from having a Community
> Support Budget in excess of $8M in 2016, to a Community Support Budget
> that's now been fragmented into a myriad of streams that may or may
> not be related to Chapters and struggle to add up to $1M.
>
> In the re-organisation that defined each Internet Society expense as a
> "Project", all of the aspects of "Good Governance" are missing. With
> only summary financials being published, much less detailed than ten
> years ago, one needs to analyse the Form 990 submissions of each
> organisation to have any idea of what is happening at the Internet
> Society and the Internet Society Foundation and the "black box" nature
> of Internet Society re-organisation is emphasized to the point that
> the Internet Society is losing Trust and Legitimacy, and admittedly,
> also support from many Chapters who are asking themselves "what is
> going on"?
>
> For you Chris in your position as the relatively new appointed
> Executive Vice President and Managing Director of the Internet Society
> Foundation, it is also in your interest that these matters be
> addressed not least from the point of view of your "philanthropy", as
> well as your "supporting" responsibilities, (especially as a respected
> Marketing Professional). Branding runs a mile and the success of the
> Internet Society Foundation fundraising campaigns is directly related
> to the Trust and Legitimacy which underpins the Organisation as a whole.
>
> Kindest regards,
>
> Olivier Crépin-Leblond
>
>
> On 12/10/2024 11:21, Christopher Locke via Chapter-delegates wrote:
>> Thanks everyone for the ongoing discussion, and as I said I’ll be
>> attending the Chapter Advisory call at the invite of Cheryl on
>> October 28th and I’ll be happy to go through all of these points and
>> take as many questions as possible, including on our plans to better
>> support chapters, creating an archive for past and future content,
>> etc. I’m happy to engage and will visit chapters whenever I can - as
>> I did recently on a trip to Bogotá to see fifty amazing graduates of
>> our DDCN training program and seeing how the chapter has worked well
>> with local partners to create internships for graduates.
>>
>> In the four months I’ve been here so far this list has been an
>> instructive way for me to understand how trust has broken down
>> between some chapter members and ISOC. But it’s my intention and
>> Sally’s strategy to focus squarely on our community, and I hope
>> you’ll agree as we roll out the 2030 strategy starting next year.
>>
>> We do a huge amount to support Chapters and our broader community
>> with grants, training, and many other resources. Massive amounts of
>> my team and budget are dedicated to that. And outside of the
>> particular issue that this discussion is focused on - which I’m
>> committed to solving - we have a great relationship with our chapters
>> and are funding programs all over the world. Much of this doesn’t get
>> discussed on this list at the moment, but I’d like us to celebrate
>> the great work we’re supporting Chapters to do as well as quite
>> rightly raising issues where they exist.
>>
>> I’m looking forward to speaking to everyone on the 28th and in the
>> meantime will continue to speak to as many Chapter members as I can
>> to understand more about how we work together. But what I’m looking
>> forward to most in my new role is what impact we can have together as
>> a global community, and earning the trust of that community in what
>> we do and the support we offer.
>>
>> Best, Chris
>>
>> *Chris Locke,* EVP & MD of Internet Society Foundation
>>
>> locke at isocfoundation.org | Time zone: UTC -0 | Pronouns: he/him/his
>>
>> signatureImage
>>
>> _Donate today. <https://bit.ly/3nUsQmJ>_ Help protect the Internet
>> for everyone.
>>
>> ------------------------------------------------------------------------
>> *From:* Chapter-delegates <chapter-delegates-bounces at elists.isoc.org>
>> on behalf of Winthrop Yu via Chapter-delegates
>> <chapter-delegates at elists.isoc.org>
>> *Sent:* Saturday, October 12, 2024 12:03:31 PM
>> *To:* chapter-delegates at elists.isoc.org
>> <chapter-delegates at elists.isoc.org>
>> *Subject:* Re: [Chapter-delegates] Follow-up on Chapters Advisory
>> Council Meeting of 17 September 2024
>>
>> +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
>>> <mailto: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
>>> <mailto: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
>>> <mailto: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
>>> <mailto: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
>>> <mailto: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
>>> <mailto:ocl at gih.com>
>>> *Date: *Tuesday, October 8, 2024 at 8:47 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,
>>>
>>> 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> <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> <levine at isoc.org
>>> <mailto:levine at isoc.org>, Ted IETF
>>> <ted.ietf at gmail.com <mailto:ted.ietf at gmail.com>
>>> <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>
>>> <Chapter-delegates at elists.isoc.org
>>> <mailto:Chapter-delegates at elists.isoc.org>, Sally Wentworth
>>> <wentworth at isoc.org <mailto:wentworth at isoc.org>
>>> <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
>>> <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
>>> <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
>>> <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/
>>> <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 <http://internetsociety.org> |
>>> @internetsociety
>>>
>>> Donate today. <https://bit.ly/3nUsQmJ <https://bit.ly/3nUsQmJ>
>>>
>>> *Help protect the Internet for everyone.*
>>>
>>> [image:
>>> https://backchannel.internetsociety.org/wp-content/uploads/2020/01/image001.png
>>> <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> <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> <ted.ietf at gmail.com
>>> <mailto:ted.ietf at gmail.com>, Ilona Levine
>>> <levine at isoc.org <mailto:levine at isoc.org> <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>
>>> <Chapter-delegates at elists.isoc.org
>>> <mailto:Chapter-delegates at elists.isoc.org>, Sally Wentworth
>>> <wentworth at isoc.org <mailto:wentworth at isoc.org>
>>> <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
>>> <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
>>> <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 <mailto: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/
>
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <https://elists.isoc.org/mailman/private/chapter-delegates/attachments/20241024/19db52e5/attachment-0001.htm>
-------------- next part --------------
A non-text attachment was scrubbed...
Name: ISOC Ecosystem Costs 2016-2.png
Type: image/png
Size: 66084 bytes
Desc: not available
URL: <https://elists.isoc.org/mailman/private/chapter-delegates/attachments/20241024/19db52e5/attachment-0002.png>
-------------- next part --------------
A non-text attachment was scrubbed...
Name: ISOC Ecosystem Costs 2022-2.png
Type: image/png
Size: 59004 bytes
Desc: not available
URL: <https://elists.isoc.org/mailman/private/chapter-delegates/attachments/20241024/19db52e5/attachment-0003.png>
-------------- next part --------------
A non-text attachment was scrubbed...
Name: Image.jpeg
Type: image/jpeg
Size: 232540 bytes
Desc: not available
URL: <https://elists.isoc.org/mailman/private/chapter-delegates/attachments/20241024/19db52e5/attachment-0001.jpeg>
More information about the Chapter-delegates
mailing list