[Chapter-delegates] Follow-up on Chapters Advisory Council Meeting of 17 September 2024
Olivier MJ Crépin-Leblond
ocl at gih.com
Thu Oct 31 04:03:55 PDT 2024
Dear Ted,
thanks for your kind response.
I am glad that you touch on the IETF Intellectual Property Management
Corporation since you very rightly explain its creation as a "successor"
of the initial settlors of the IETF Trustees which were the Internet
Society and CNRI. Both of these organisations provided their patronage
to inspire the Trust needed in a Trustee organisation whose strategic
importance is such that it holds the Intellectual Property for a range
of Internet critical functions.
The IETF Intellectual Property Management Corporation might be
operationally independent but structurally the majority of its Board is
selected by the IETF NomCom and at least one of its Board members must
be selected by the IESG and one by the Internet Society and it cannot
make unilateral decisions without the agreement of both the IESG and the
Internet Society selected Board members.
Furthermore, it is, at present, funded by the Internet Society "endowed"
by the monies received from "Public Interest Registry".
As of 2013, the annual financial needs of the IETF Trust were
approximately $40 000 per year, fully paid by the Internet Society. This
remained so until the 2023 Budget. Conversely, the budget experienced
significant growth in 2024, reaching an approximate value of $260 000
per annum, fully paid by the Internet Society, since the functions were
transferred from a Virginia Trust to a non-for-profit Delaware Corporation.
Therefore, despite your allegations of "independence", the IETF
Intellectual Property Management Corporation is both directly dependent
on the IETF, IESG and Internet Society for the selection of its Board
and financially dependent on funding from the Internet Society.
Kindest regards,
Olivier
On 28/10/2024 13:47, Ted Hardie wrote:
> Hi Olivier,
>
> The IETF Intellectual Property Management Corporation is not, in
> fact, part of the Internet Society nor is it directly part of the
> IETF. It's a successor organization to the Trust set up by this
> document:
> https://trustee.ietf.org/wp-content/uploads/IETFtrustAgreement20051208.pdf.
> The initial settlors included the Internet Society and CNRI, but it
> had independent trustees from the beginning. It later became the home
> of the IPR related to IANA, as part of the transition described herre:
> https://www.ianacg.org/icg-files/documents/IANA-transition-proposal-final.pdf
> and noted in the Trust's site here: https://trustee.ietf.org/iana-ipr/.
>
> The relationship among these different organizations does evolve. The
> new corporation was set up because certain aspects of the Trust had
> become burdensome to maintain. Those changes did not, however, change
> its independence.
>
> I realize that navigating the history and legal structures can be
> confusing, but we luckily have lawyers to help.
>
> regards,
>
> Ted Hardie
>
>
> On Mon, Oct 28, 2024 at 12:40 PM Olivier MJ Crépin-Leblond via
> Chapter-delegates <chapter-delegates at elists.isoc.org> wrote:
>
> Dear Vint,
>
> there are several organisations directly linked to the Internet
> Society (the "supported organisation"). Let me take a few as an
> example:
>
> - IETF Administration LLC
> As a disregarded entity of the Internet Society, it does NOT file
> its own Form 990. In this case, even though it has distinct Board
> and a different CEO and leadership, its Form 990 filing takes
> place under the Internet Society.
> Even though by this virtue it is fiscally "closer" to the Internet
> Society than the other organisations in the Internet Society
> ecosystem, it has exactly the sort of documents that it needs to
> have to show its relationship with the Internet Society - with all
> documents publicly available on:
> https://www.ietf.org/administration/overview/
>
> - IETF Intellectual Property Management Corporation
> Its founding documents are all listed in:
> https://trustee.ietf.org/documents/founding-documents/
> All publicly available.
>
> I gather that since this is a fairly recent organisation, its
> relationship with the IETF is being formalised.
> This organisation has its own IRS Tax Exempt status and thus its
> own Form 990 to file yearly.
>
> - ISOC Foundation (the "supporting organisation")
> This has its own Form 990.
> https://projects.propublica.org/nonprofits/organizations/823285688
>
> This is a different Form 990 than the Internet Society Form 990.
> https://projects.propublica.org/nonprofits/organizations/541650477
>
> So different Form 990. Two different organisations, one
> supporting, one supported.
> All I am asking are the contracts, which are available for all the
> other entities within the Internet Society ecosystem, but not, it
> appears, for the Internet Society Foundation.
>
> Kindest regards,
>
> Olivier
>
>
> On 28/10/2024 04:58, vinton cerf via Chapter-delegates wrote:
>> as I understand them, supporting organizations have a very
>> specific relationship to the organizations they support. They can
>> have distinct boards but I think the 990 for the supporting
>> organization roles up into the supported organization. The
>> supported organization has considerable "say" in how the funds
>> are used in support of the programs of the supported
>> organization. I sat on the Board of the the American Institute
>> for Physics Foundation which is a supporting organization of the
>> American Institute for Physics. Here is more detail from the US IRS:
>>
>> https://www.irs.gov/charities-non-profits/charitable-organizations/supporting-organizations-requirements-and-types
>>
>> vint
>>
>>
>> On Sun, Oct 27, 2024 at 8:27 PM Judith Hellerstein via
>> Chapter-delegates <chapter-delegates at elists.isoc.org> wrote:
>>
>> Hi Ilona,
>> In Chris’s response there were no documents sent. He just
>> talked about the communications plan. What Olivier is
>> seeking is documents that set out the rules for engagement
>> between the foundation and the ISOC HQ
>> As Olivier states, Supporting Organisation and the Supported
>> Organisation is formalised by a set of service agreements
>> since the two organisations remain legally distinct.
>>
>> It is these documents we are seeking. We are not seeking the
>> communications plan but these specific legal documents that
>> are connecting the two groups.
>>
>> I have not seen these either neither in your emails or in
>> Chris’s and so I support Olivier’s request
>>
>> Best,
>>
>> Judith Hellerstein
>> Chapter Advisory Representative from ISOC DC
>> Sent from my iPad
>> judith at jhellerstein.com
>> Skype ID:JudithHellerstein
>>
>>> On Oct 27, 2024, at 11:28 AM, Ilona Levine via
>>> Chapter-delegates <chapter-delegates at elists.isoc.org> wrote:
>>>
>>>
>>>
>>> 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 <http://internetsociety.org> |
>>> @internetsociety
>>>
>>> Donate today. <https://bit.ly/3nUsQmJ>
>>>
>>> *Help protect the Internet for everyone.*
>>>
>>> <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>
>>> *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*:
>>>
>>> 1. Clearly define the parties involved.
>>> 2. Provide definitions for key terms used
>>> throughout the agreement.
>>>
>>> 2. *Scope of Services*:
>>>
>>> 1. Detail the specific services to be
>>> outsourced.
>>> 2. Include service level agreements (SLAs)
>>> to set performance standards.
>>>
>>> 3. *Term and Termination*:
>>>
>>> 1. Specify the duration of the agreement.
>>> 2. Outline conditions for termination by
>>> either party.
>>>
>>> 4. *Pricing and Payment Terms*:
>>>
>>> 1. Define the pricing structure and payment
>>> schedule.
>>> 2. Include any penalties for late payments
>>> or performance failures.
>>>
>>> 5. *Confidentiality and Data Protection*:
>>>
>>> 1. Ensure compliance with data protection laws.
>>> 2. Include confidentiality clauses to
>>> protect sensitive information.
>>>
>>> 6. *Intellectual Property Rights*:
>>>
>>> 1. Clarify the ownership of any
>>> intellectual property created during the
>>> agreement.
>>>
>>> 7. *Warranties and Liability*:
>>>
>>> 1. Outline the warranties provided by the
>>> service provider.
>>> 2. Define the liability limits for both
>>> parties.
>>>
>>> 8. *Monitoring and Reporting*:
>>>
>>> 1. Establish how performance will be
>>> monitored and reported.
>>> 2. Include provisions for regular review
>>> meetings.
>>>
>>> 9. *Dispute Resolution*:
>>>
>>> 1. Specify the process for resolving disputes.
>>> 2. Include mediation or arbitration clauses
>>> if applicable.
>>>
>>> 10. *Exit Management*:
>>>
>>> 1. Plan for the transition of services back
>>> to the company or to another provider.
>>> 2. 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
>>> <http://internetsociety.org> |
>>> @internetsociety
>>>
>>> Donate today. <https://bit.ly/3nUsQmJ>
>>>
>>> *Help protect the Internet for everyone.*
>>>
>>> <image002.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
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>> _______________________________________________
>>> 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/
>> _______________________________________________
>> 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/
>>
>>
>> _______________________________________________
>> 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/
>
> _______________________________________________
> 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/
>
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