AB/Interim Board

AB+SC meeting questions for AB to resolve

Things we need to work out ahead of the meeting:

Requested date of meeting (last week in July or first two weeks in August; no later than early September)
Chairing the meeting - proposal: one chair each from AB+SC Chair for meeting.
We should require sharing of all background deck material at least a week in advance. This document is that background material from the AB, though we might condense the questions into a more guided form.

Our Goal for the AB+SC meeting

We would like to to have agreement by the end of the AB+SC meeting to create a relatively-high bandwidth “Interim board” that can make high-bandwidth decisions on the future management and oversight of the W3C. Hosts may wish to delegate authority to deputy directors or the like, and this is fine.

Agenda for the AB+SC meeting

discuss interim board structure proposal
discuss board subcommittees
decide next steps

Background

Some Members have a poorly-expressed distrust of the management of the W3C as an organization. We believe this is due to a lack of coordination across the Hosts in programs and staff efforts; the Hosts are managed separately, and the core of the W3C does not have transparency to understand nor authority to guide these efforts. This is not intended to be an accusation of malfeasance; we are identifying that there are very bright and troubling organizational lines, where there really needs to be close collaboration and organization across those boundaries. The Hosts have self-governed their revenue and projects, and become increasingly disconnected; there used to be one Director lighting the path for the W3C, and now there isn't.. The Hosts may have kept to their initial courses, but there's no overall coordination of organizational strategy, and their paths have grown divergent. We need a unified, coordinated organizational strategy.

The W3C’s strategy should be set by a natural progression of Vision, Principles, and Goals - and that, in the absence of a Director, needs to be driven by the Membership. The AB has already started on this work; we need to work together on it, but also on how to forge a governance system that is self-perpetuating, and not dependent on the benevolence of separate Hosts. That is not to say we need to divorce ourselves from Hosts, but that we need to manage the entirety of the W3C as one organization.

We believe the course for the W3C must increasingly be driven by the Membership. To date, the governance of the W3C - the Steering Committee - has been independent of the Membership, and this should be rectified.

Proposal

We are proposing that the W3C needs to form an interim Board of Directors. In the event of the W3C forming a single (or core) legal entity, this should map directly to that entity's Board of Directors when it is created. This role is filled today by the Steering Committee - the only group ensuring appropriate attention is paid to budget, governance structure and coordination, and legal matters, and ensuring organizational coherence - but it needs to involve Members. We believe the most expedient solution is to form an Interim Board from the AB and the SC or their delegates.

Interim Board members

Participants:

AB members (11) (these may change at the next election)
SC (5 - One member from each host (or their delegate) plus TimBL)
CEO (Jeff) (1)
Counsel (Wendy) (1)
CFO (Bill) (1)
Director’s Deputy (Ralph) (1)

Formal membership is at least AB and SC; undecided whether W3M members listed would be reporting to the Interim Board and participating its meetings (as for a real Board), or actually be full members of the Interim Board.

How the Interim Board should work

We should divide work into committees, which are expected to meet regularly and make significant progress outside of the Interim Board itself. Committees may invite experts from W3C membership (or external experts) to work with them. We need to get high bandwidth for any hope of landing in the next year.

Proposed committees

Finance - understand and approve global budgets across Hosts. The Hosts shall provide full transparency to the CFO and the financial committee
Governance - work on structure of W3C, how it is governed, how hosts interact with W3C, create future BoD structure
Human Resources - establish global staffing plan, Host relationships vs partnership
Transition committee - how we handle transitioning Host arrangements, etc.
Executive committee - prepares CEO goals and plans, etc.
?

Role of the Board itself

Note that we do not intend that the Board of Directors have any role in setting, developing, or approving technical standards. In particularly, a key job for the Interim Board is to decide the makeup of the final BoD. The role of the BoD is laid out in [1](https://www.w3.org/2021/04/w3cle#bod):

Strategic Responsibilities

Approval of significant policy and strategy directions (e.g., a merger with another organization, or significant changes to the organizational vision)
Preservation and enhancement W3C's global footprint and image
Establishment of W3C Diversity, Equity and Inclusion (DEI) goals, including for overall BoD membership; track and publicly report on these annually, and as needed propose measures to better address these.
Modifications to the list of W3C Hosts/Partners. W3C will develop processes, if necessary, to identify new Partners, based on the existing criteria for Hosts.

Fiduciary Responsibilities

Approval of budget
Approval of global staffing plan
Significant infusions of capital
Management of reserve. For example, The Board of Directors might place the reserve into different buckets; e.g., $5M in a lock-box for a reserve, and $5M to deploy more strategically to support the vision of the organization.

Relationship to CEO

The CEO reports to the Board of Directors
The Board of Directors is responsible for hiring the CEO (typically, searching for and interviewing candidates for these positions positions involves a multi-stakeholder committee that includes the Advisory Board and Team Members)