Charter for the Emergency Committee — W3C Inc Board of Directors

Purpose

The primary purpose of the Committee is to act on behalf of the Board with respect to the affairs of W3C Inc. when time is of the essence, and it is impossible or impractical to convene a meeting of the full Board or conduct an e-vote.

Responsibilities and Duties

The Committee shall act on behalf of the Board with respect to the affairs of W3C Inc. when time is of the essence and it is impossible or impractical to convene a meeting of the full Board or for the full Board to take a timely action without such a meeting.

All action by the Committee shall be reported to the Board as soon as practically possible, and the minutes of any Committee meeting shall be provided to the full Board at the latest prior to the next Board meeting. The Board may reconsider any action by the Committee, and act thereon, provided that no such reconsideration shall adversely affect the rights of third parties who have acted in reliance on action of the Committee taken in accordance with the authority of this charter and the Bylaws.

Composition

The Committee shall consist of exactly three Directors appointed by the Board, one of whom shall be the Chair of the Board. The Chair of the Committee is the Chair of the Board.

Per the Board's Guest Policy, the Committee may invite others with relevant knowledge or expertise to its meetings. However, given the nature of this committee, the Guest Policy's 48-hour notice period does not apply. Any Director may attend Committee meetings.

Directors serving in this committee need to be able to make themselves available relatively fast at any point so that time-sensitive decisions can be made timely when required. In order to spread the burden across most (or all) Directors, the Board should change the composition of the Committee periodically by rotating Committee members.

Delegated Powers

In carrying out its responsibilities, the Committee shall have and may exercise the full authority of the Board, except that it shall not have authority to take any of the following actions:

• Approve amendments to the articles of incorporation or Bylaws of W3C Inc.
• Elect, remove, or fill vacancies of Directors.
• Hire or fire employees of W3C Inc.
• Approve or modify the budget of W3C Inc. or its partners
• Approve or recommend to the Consortium Members the taking of fundamental and substantial changes in the structure or operations of W3C Inc., including mergers or acquisitions; dissolutions; or the sale, pledge, or transfer of all or substantially all of W3C Inc.'s assets.
• Create committees of the Board or amend any charter or resolution of a Board committee previously established by the Board.
• Change or add membership categories or the rights or benefits of members.
• Any action that any Director (irrespective of committee membership) requests to be addressed by the full Board instead.
• Any other action that is reserved to the full Board under the Delaware General Corporate Law.

Policies

The Committee will operate according to the Bylaws and all applicable Board-established policies, including (but not limited to) the Guest, Communications, Transparency, Confidentiality, and Conflict of Interest policies.

Operations and Meetings

Except as specifically set forth in this Charter, the Committee shall operate under the same rules that apply to the full Board of Directors.

The Committee shall meet as circumstances dictate. The Committee is not expected to have regularly scheduled meetings. Committee meetings may include in camera sessions as needed.

The full Board shall be informed of the plan to hold Committee meetings and of their expected agendas. Ideally, and as long as it is practically possible, the Board should be informed before the meeting occurs in order to allow non-Committee member Directors to join the meeting as well or to provide input beforehand.

Approved 2024-06-04.