W3C Board of Directors skills and expectations

Status: This is a public-readable document. It has standing for the 2024 W3C Board of Directors election only.

In the context of the 2024 election for the Board of Directors of the World Wide Web Consortium (W3C) corporation, the governing body of the W3C public-interest non-profit organization, this document describes skills and expectations of committed Board members. The below matrix serves as guidelines and skill recommendations for Consortium Directors. Seats are non-paid positions.

1. Formal status of the Board

The W3C Board of Directors is the governing body of the World Wide Web Consortium (W3C) Inc., a 501(c)(3) non-profit corporation.

The activities and responsibilities of the Board are limited by the W3C Bylaws and the legislation with which the Board must comply.

The W3C Board of Directors has a fiduciary responsibility to W3C. Fiduciary means being entrusted with something; in this case, the Directors and Officers have a legal responsibility to put the interests of W3C before their own interests.

These fiduciary responsibilities can be summarized as:

1. Duty of care: to take care of W3C Inc. by ensuring the prudent use of assets including people, facilities, and good-will
2. Duty of loyalty: to make decisions that are in the best interests of W3C and make sure its activities and transactions fulfill W3C Inc.'s purpose
3. Duty of obedience: to make sure that W3C Inc. complies with applicable laws and regulations, follows its own bylaws, and adheres to its mission

There are significant, personal legal consequences for the Directors if they ignore these duties.

2. Board responsibilities

The Board is ultimately responsible for both the overall performance of W3C Inc. in fulfilling its purpose, and its conformance with strategies, policies and the law.

It fulfils these responsibilities by overseeing, advising, and assisting W3C management -- primarily, the CEO -- to whom it delegates management and execution of the activities of the corporation.

This typically includes:

• Approving budgets and certain financial reports. While the Board is ultimately responsible for W3C's finances, it does not prepare or convey them to the Members; this is Management's responsibility.
• Commissioning an audit of our finances, as required by the law and our Bylaws.
• Setting goals for the CEO and evaluating their performance (as distinct from the goals and performance of W3C Inc. and W3C overall).
• Defining appropriate corporate policies. Not all policies are defined by the Board, but those that require it should have the Board's authority backing them.
• Keeping itself informed and asking appropriate questions about financial, personnel, and other developments that could significantly impact W3C Inc. or its ability to execute its mission.

All of these activities are performed in collaboration with management, rather then being imposed upon them.

What the Board does not do

A well-functioning Board may not be particularly active; it does not necessarily take initiative on most matters, unless the CEO requests assistance or there is a concerning situation where it needs to step in. Most of its activities will be focused on working collaboratively with the CEO and taking care of Board-internal business.

The Board is not an operational body. The Board is not responsible for managing W3C operations, and it does not insert itself into Team matters. Operational management is the responsibility of the CEO and the Team.

Likewise, the Board is not responsible for W3C's technical agenda. The Bylaws specifically state that the W3C Process is the responsibility of Consortium Members, and so it is out of scope for the Board. The role of the AB is distinct from that of the Board, but the two bodies collaborate through the Board's AB Liaison policy.

Although the W3C community has well-established rules and norms for discussing and deciding technical matters, the W3C Board is not like a Working Group, Community Group, Interest Group, or the Advisory Board. It may discuss and decides matters in different ways because of the legal responsibilities and requirements placed upon it.

W3C Inc.'s corporate purpose

World Wide Web Consortium Incorporated (W3C Inc.) is a 501(c)(3) registered charity that convenes Member organizations, a full-time staff, and the public -- collectively, W3C -- to develop standards and guidelines for the Web to benefit humanity.

Most W3C activities are governed by procedures that gather a consensus of this community, as described in the Process. However, because W3C Inc. is a legal entity, some activities (such as management of the Team) are managed by the corporate entity outside the Process, overseen by the Board of Directors. To distinguish these activities, this document describes them as being undertaken by W3C Inc.

W3C Inc's purpose is to serve and help to advance W3C in its execution of the Vision for W3C.

Values

W3C Inc. will uphold these values as it works towards its strategic goals:

• Trusted: W3C Inc. will uphold W3C values and policies.
• Transparent: W3C Inc. will keep Members informed of its work and keep comprehensive records which are available to Members by default, only making them confidential when there is reasonable justification.
• Responsive: W3C Inc. will operate in a fashion that adheres to the Process and other W3C guidance where available and will consult broadly with W3C where it is not.
• Diligent: W3C Inc. will follow professional best practice, act ethically, and thoughtfully manage risks.
• Focused: W3C Inc. will focus solely on its purpose.
• Equitable: W3C Inc. will give all viewpoints fair and equitable consideration.
• Inclusive: W3C Inc. will treat everyone fairly and with respect, regardless of such aspects as their age, gender identity, sexual orientation, ethnicity, religion or belief, disability, marital status, or family situation.

Strategic goals

The specific goals for W3C’s work (for example, embarking upon a particular standards effort) are set and executed by the W3C under the Process. W3C Inc. has set the following strategic goals to support those activities:

• W3C Inc.'s finances are stable and can withstand reasonable shocks.
• W3C Inc. is a professional organization that fully meets its values.
• W3C Inc. provides high-quality services to W3C.
• W3C Inc.'s value is well articulated to stakeholders, including Members, Partners, the public, and prospective donors.
• Risks to W3C are identified, assessed, appropriately mitigated, and monitored.

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. The Board of Directors meets multiple times each year, from quarterly up to a monthly cadence for Board Committees meeting between meetings of the full Board. 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. Skills and expectations of committed Board members

Below are the areas relevant for the W3C Board of Directors. They are presented for information as a self-assssment list which needs not be formally conducted. A candidate does not need to be strong in all of the categories below or in all of them.

1. Connection to W3C
   • I have subscribed to a W3C mailing list
   • I have participated in a W3C Community Group
   • I have participated in a W3C Working Group
   • I have contributed text to a specification that became a W3C Recommendation
   • I have edited a W3C Recommendation
   • I have chaired a W3C Working Group
   • I have served on the Team, AB, or TAG
2. Financial acumen
   • I have experience in financial oversight (e.g., serving on a Finance committee)
   • I have had specialist training in finance (e.g., professional development sessions)
   • I have undergraduate education in a financial discipline (e.g., accounting, economics)
   • I have post-graduate education in a financial discipline
   • I have a professional qualification in a financial profession (e.g., certified public accountant)
   • I have two or more years of full-time professional experience in a financial profession
3. Legal acumen
   • I have experience in legal oversight (e.g., serving as the secretary of an organization)
   • I have had specialist training in legal matters (e.g., professional development sessions)
   • I have undergraduate education in a legal discipline (e.g., law, public policy)
   • I have post-graduate education in a legal discipline
   • I can practice law in at least one jurisdiction
   • I have two or more years of full-time professional experience in a legal profession
4. Governance experience
   • I have experience in governance oversight (e.g., serving on a Governance committee)
   • I have had specialist training in governance (e.g., professional development sessions)
   • I hold a professional qualification in governance (e.g., AAICD, GAICD, ACG, FCG, CMInstD)
   • I have served on the Board of Directors of a non-profit organization
   • I have served on the Board of Directors of a for-profit organization
   • I have served on a Board of Directors of an organization with a budget of at least US$ 5,000,000 (or equivalent)
   • I have served as the Chair of a Board of Directors
   • I have served as the Officer of a corporation
5. Fundraising experience
   • I have experience in fundraising for an organization (e.g., finding and/or working with donors)
   • I have experience in fundraising for an organization, involving amounts greater than US$ 50,000 (or equivalent)
   • I have a professional qualification in a fundraising profession (e.g., Certificate in Professional Fundraising)
   • I have two or more years of full-time professional fundraising experience
6. Risk management experience
   • I have experience in risk management for an organization (e.g., compiling a risk register)
   • I have experience in risk management for an organization with a budget greater than US$ 5,000,000 (or equivalent)
   • I have had specialist training in risk management (e.g., professional development sessions)
   • I have a professional qualification in risk management
7. Public sector and policy experience
   • I have written policy briefs or positions
   • I have undergraduate education in a policy-related field (e.g., international relations, law)
   • I have post-graduate education in a policy-related field
   • I have worked for a policy-related civil society organization for one or more years
   • I have worked for a government in a policy-related position for one or more years
8. Leadership and strategy experience
   • I have successfully led a team or project to achieve its goal
   • I have been involved in the strategic planning for an organization
   • I have been responsible for assessing market trends
9. Global experience
   • I speak two or more languages
   • I write two or more languages
   • I have lived in a country other than the one I was born in for two or more years
   • I regularly work with people in other countries and from other cultures
   • I have had cultural awareness training or similar
10. Demographics

    Optionally, candidates may be prepared to provide in confidence the following information:

    • The continent where you usually reside
    • Your age (in ten-year brackets; e.g., 50-59)
    • The Sub-Industry of your employer
    • Your gender identity
    • Whether you have a disability (yes/no)