[Chapter-delegates] Follow-up on Chapters Advisory Council Meeting of 17 September 2024

vinton cerf vgcerf at gmail.com
Thu Oct 31 05:45:54 PDT 2024 

Ted,
I don't have a specific recollection of providing support to the IETF Trust
but it is consistent with my intent to support ISOC and the IETF/IAB.

vint


On Thu, Oct 31, 2024 at 7:31 AM Ted Hardie <ted.ietf at gmail.com> wrote:

> Hi Olivier,
>
> The context of our prior discussion was the role of supporting
> organizations; my point was that the IETF Trust was not a supporting
> organization in the legal sense, nor is its successor intended to be.  As
> the Trustees were formerly seated ex officio (I served when I was chair of
> the Internet Architecture Board), there has indeed long been a high overlap
> in membership with other bodies and, of course, a high overlap in
> interests.  This does not imply control, just a recognition of shared
> interest.  A parallel here might be the IAB sending a delegate to the ICANN
> NomCom; that also doesn't imply that the IAB is part of ICANN, just
> recognized to be a good source of insight into who might serve well.
>
> You will see in the trust's historical finances records of donations that
> did not come from ISOC or the IETF LLC.  I believe Google was one of the
> donors, and Vint may be able to confirm that.
>
> If you would like to hear more about the Trust, the new organization, and
> their work, I would be happy to invite their chair to give a talk to the
> ChAC.
>
> regards,
>
> Ted Hardie
>
> On Thu, Oct 31, 2024 at 11:04 AM Olivier MJ Crépin-Leblond <ocl at gih.com>
> wrote:
>
>> 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|
>>>> 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> <ocl at gih.com>
>>>> *Date: *Tuesday, October 8, 2024 at 8:47 AM
>>>> *To: *Ilona Levine <levine at isoc.org> <levine at isoc.org>, Ted IETF
>>>> <ted.ietf at gmail.com> <ted.ietf at gmail.com>
>>>> *Cc: *Chapter Delegates <Chapter-delegates at elists.isoc.org>
>>>> <Chapter-delegates at elists.isoc.org>, Sally Wentworth
>>>> <wentworth at isoc.org> <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> <ocl at gih.com>
>>>> *Date: *Sunday, September 22, 2024 at 8:52 AM
>>>> *To: *Ilona Levine <levine at isoc.org> <levine at isoc.org>, Ted IETF
>>>> <ted.ietf at gmail.com> <ted.ietf at gmail.com>
>>>> *Cc: *Chapter Delegates <Chapter-delegates at elists.isoc.org>
>>>> <Chapter-delegates at elists.isoc.org>, Sally Wentworth
>>>> <wentworth at isoc.org> <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|
>>>> 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> <ocl at gih.com>
>>>> *Date: *Friday, September 20, 2024 at 11:38 AM
>>>> *To: *Ted IETF <ted.ietf at gmail.com> <ted.ietf at gmail.com>, Ilona Levine
>>>> <levine at isoc.org> <levine at isoc.org>
>>>> *Cc: *Chapter Delegates <Chapter-delegates at elists.isoc.org>
>>>> <Chapter-delegates at elists.isoc.org>, Sally Wentworth
>>>> <wentworth at isoc.org> <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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