W3C Board of Directors Job Description

Status: This is a public-readeable document. This document is available in Chinese.

The World Wide Web Consortium (W3C) seeks to build a Board of Directors as the governing body of the W3C public-interest non-profit organization, and is looking for committed board members. In the original Board of Directors at least, seats are non-paid positions.

1. Formal status of the Board

"The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors" (Delaware law). Directors are formally responsible for the correct running of the organization; this is generally characterized in three broad “fiduciary” duties: (1) a duty of care (to exercise good business judgment of a reasonable person with their experience); (2) duty of loyalty (to serve the best interest of the organization); and (3) a duty of obedience (in accordance with all applicable laws and rules).

2. Board responsibilities

Board responsibilities may include financial oversight (e.g., accounts, budgets, reserve management) and operational oversight (notably of the CEO, who is appointed by, and reports to, the Board), as well as significant decisions over policy, strategic direction, partnership, etc.

Board responsibilities will not include:

3. Time commitment

Board Directors will attend Board meetings and have further responsibilities including serving on Board committees, and any other responsibilities called for by the Articles of Incorporation, Bylaws, or applicable Delaware laws. It is anticipated that the Board of Directors will meet multiple times each year, at a frequency yet to be determined, possibly from quarterly up to a monthly cadence (which may be particularly needed at the launch of the Board). Board Committees might expect to meet more frequently between meetings of the full Board, and Directors are generally expected to serve on one or more committees.

4. Board member profile

Directors should have relevant experience or expertise (e.g., serving on other Boards; financial or management experience) and good knowledge of the organization that they are serving, its mission, structure, diversity, and operations.

5. Potential examplary responsibilities

6. Initial Board of Directors

Given that W3C is currently transferring from a multi-host model that has served W3C for nearly 30 years to a new single legal entity model, considerable efforts will be required from the first Board of Directors to initiate and enable critical functions of W3C Inc. as the legal entity, until W3C enters a more stable and sustainable operation state, which will approximately take 2 to 3 years. During this period, key work items for the W3C Board of Directors include: