[Chapter-delegates] Follow-up on Chapters Advisory Council Meeting of 17 September 2024
Ilona Levine
levine at isoc.org
Sun Oct 27 08:28:17 PDT 2024
Hello Olivier,
To address your concern that you have not received any response from me on the matters you have raised, I refer you to the emails dated 20 September, 23 September, and 10 October. They contain information necessary to assist you and ChAC, if needed, in the meeting with Chris next week.
Best,
Ilona
Ilona Levine, General Counsel and Corporate Secretary
levine at isoc.org<mailto:levine at isoc.org>|
internetsociety.org | @internetsociety
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From: Olivier MJ Crépin-Leblond <ocl at gih.com>
Date: Thursday, October 24, 2024 at 10:24 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,
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><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.
1. Scope of Services:
* Detail the specific services to be outsourced.
* Include service level agreements (SLAs) to set performance standards.
1. Term and Termination:
* Specify the duration of the agreement.
* Outline conditions for termination by either party.
1. Pricing and Payment Terms:
* Define the pricing structure and payment schedule.
* Include any penalties for late payments or performance failures.
1. Confidentiality and Data Protection:
* Ensure compliance with data protection laws.
* Include confidentiality clauses to protect sensitive information.
1. Intellectual Property Rights:
* Clarify the ownership of any intellectual property created during the agreement.
1. Warranties and Liability:
* Outline the warranties provided by the service provider.
* Define the liability limits for both parties.
1. Monitoring and Reporting:
* Establish how performance will be monitored and reported.
* Include provisions for regular review meetings.
1. Dispute Resolution:
* Specify the process for resolving disputes.
* Include mediation or arbitration clauses if applicable.
1. 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<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
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