[Chapter-delegates] Follow-up on Chapters Advisory Council Meeting of 17 September 2024
Olivier MJ Crépin-Leblond
ocl at gih.com
Sun Sep 22 05:51:52 PDT 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>
> *Date: *Friday, September 20, 2024 at 11:38 AM
> *To: *Ted IETF <ted.ietf at gmail.com>, Ilona Levine <levine at isoc.org>
> *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 Ted,
>
> thank you for your follow-up on this matter. I am aware of the special
> tax terms in relation to "supporting organisations".
>
> That being said, the Internet Society Foundation is a distinct and
> separate legal entity to the Internet Society, irrespective of the
> relationship between them. As a result, any outsourcing task
> undertaken by one, for the other entity, would be defined in a
> contract, whether written, verbal or otherwise. If not, there is a
> lack of clarity and expectations about the relationship, which brings
> potential liability and risk that both entities are subjected to, in
> relation to the other's actions. Any lawyer would tell you that it is
> highly advisable to have a written contract, if only for legal protection.
>
> Thanks for letting me know that you are travelling. I am copying
> President and CEO Sally Wentworth in case you're unavailable for a
> length of time.
>
> Kindest regards,
>
> Olivier
>
> On 20/09/2024 13:12, Ted Hardie wrote:
>
> Hi Olivier,
>
> A supporting organization is a term of art in US tax law, please see:
>
> https://www.irs.gov/charities-non-profits/charitable-organizations/supporting-organizations-requirements-and-types
>
> and
>
> https://www.irs.gov/charities-non-profits/section-509a3-supporting-organizations
>
> Explaining how the two relate is complicated enough that there are
> legal briefs on it; I have cc'ed the Society's chief counsel in
> case you would like that level of detail. The summary, however,
> is that a supporting organization is a charity because it supports
> the charitable purpose of the main organization. As a result, it
> can provide services to the main organization under the special
> tax rules noted above.
>
> Note that I am traveling and will generally be slow to respond for
> a few days, but hopefully the links above will get you started and
> Ilona can provide more detailed legal information as needed.
>
> regards,
>
> Ted Hardie
>
> On Fri, Sep 20, 2024 at 6:24 AM Olivier MJ Crépin-Leblond
> <ocl at gih.com> wrote:
>
> Dear Ted,
>
>
> During this week’s Chapters Advisory Council call, you
> mentioned that the Internet Society Foundation, as a
> "supporting organisation" of the Internet Society, is managing
> the communications department for the Internet Society.
>
> Upon seeking clarification, you explained that the Internet
> Society Foundation comprises two elements: one philanthropic
> (grant-making) and the other as a "supporting organisation" of
> the Internet Society. "This implies that many of the
> supporting functions for the Internet Society as a whole are
> now part of the Foundation, primarily because the Foundation
> can provide these services to the Internet Society at no cost".
>
> You further elaborated that this "arrangement" allows the
> Internet Society to allocate its budget more effectively.
>
> I was previously unaware of this change. Although the Internet
> Society Foundation may have been designated by the Internet
> Society as a "supporting organisation" of the Internet
> Society, it remains a distinct and separate legal entity.
> Therefore, I assume that any "outsourcing" of responsibilities
> such as Marketing and/or Communications would be defined in a
> written "contract for services" between the Parties setting
> out (inter-alia) the terms, rights, and obligations of each
> Party. Could you please provide the terms for such an
> agreement and any limitations therein?
>
> My principal concern lies in distinguishing between executing
> the Communications Plan and drafting the Communications Plan.
> These are fundamentally different tasks and would undoubtedly
> be included in the "contract for services".
>
> The "contract for services" (together with any relevant
> supporting information) will be helpful input for both the
> Chapters Advisory Council and also for Chris Locke and his
> Team (including for the current "branding" presentations) in
> preparation for the promised session from Chris Locke to the
> Chapters Advisory Council.
>
> I look forward to your response and to receiving a copy of the
> "contract for services" agreement, together with any relevant
> supporting information as requested above.
>
> Kindest regards,
>
> Olivier
>
>
>
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