By-Laws - World Wide Web Foundation - Switzerland

English Translation March 30, 2010

Sources: Official French/English version (MS Word version - Team Only)

Status

The present By-laws are adopted by the Board according to Article 22 of the Statutes of the World Wide Web Foundation (hereafter referred to as the "Statutes"). Unless otherwise defined, these By-laws adopt the definitions contained in the Statutes.

Part 1. Board of the Foundation

Article 1. Composition of the Board of the Foundation (hereinafter the "Board")

• 1.1 The initial Board shall consist of a minimum of 6 members designated by the Founder. The number maximum number of members may be progressively increased up to at most 12 members.
• 1.2 At least one of those Foundation Board members who are entitled to sign for the Foundation shall be a Swiss citizen or a citizen of a Member State of the European Union and have his/her domicile in Switzerland.
• 1.3 Foundation Board members will be selected for their commitment to the public interest, their expertise in areas such as technology, research, communications, advocacy, fund-raising, legal or commercial expertise and their support to the purposes of the Foundation as defined in Article 3 of the Statutes.
• 1.4 Board members shall serve in their personal capacity.

Article 2. Appointment and dismissal of Board members

• 2.1 An open nomination procedure shall be coordinated by the Secretariat, in order to generate a pool of candidates from various stakeholders.
• 2.2 W3C and WST select their own representative, which is then formally appointed by the Board using a two thirds vote if necessary.
• 2.3 The Governance Committee, as referred to in Article 17 of the Statutes, shall review the nominations and make a recommendation to the Board.
• 2.4 By-elections are held when a Board member is to be replaced during his or her term.
• 2.5 A Board member may resign at any time by giving written notice to the Chair. The resignation will take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation will not be necessary to make it effective.
• 2.6 A Board member may be dismissed at any time. To dismiss a Board member, a two-thirds majority vote is necessary. Valid grounds for dismissal include neglect of one's obligations towards the Foundation, or the inability to fulfill the duties of one's office, including a permanent conflict of interest.

Article 3. Term of office

• 3.1 Board members shall serve a three-year term and may be appointed for successive terms.
• 3.2 The Board will be replaced according to staggered rotation , so that no more than one third of the Board shall be replaced at one time. To this effect, the initial board shall decide accordingly with regard to the respective duration of service of its initial members. Board members shall not be selected for more than three terms..

Article 4. Competences and functions of the Board

• 4.1 In addition to the competences and functions set forth in the Statutes, the Board shall:

a) Approve all Foundation policies, strategy decisions and objectives governing the activities of the Foundation;

b) Identify and resolve issues of importance for the achievement of the Foundation's objectives;

c) Approve all operations related to the CEO's duties and responsibilities including the work plan and budget;

d) Participate in fund-raising efforts to increase the finances of the Foundation by soliciting private and public donations;

e) Support the CEO in advocacy and fund raising;

f) Review, approve and disseminate the Foundation's annual report and accounts prepared by the Secretariat;

g) Delegate to the CEO the power of authority for management purposes; and

h) Designate persons having the authority to commit Foundation resources and determine the type of signing authority of those persons.

• 4.2 The Board shall provide specific direction on the strategies and actions to be taken in order to accomplish the Foundation's purposes. The Foundation's strategies may evolve and change over time.
• 4.3 The Board shall exercise all other lawful powers required to carry out the purposes of the Foundation and all other lawful powers as outlined in Article 10 of the Statutes.
• 4.4 The Board members shall act on an unpaid basis and be entitled only to the compensation of their effective costs and travelling expenses. For activities exceeding the usual scope of the Board Directors of the Foundation, each Board member may receive an appropriate compensation.
• 4.5 Board members are expected to participate in Board Committees, as referred to in Article 17 of the Statutes, depending on their expertise in committee work.

Article 5. Meetings of the Board

• 5.1 The meetings of the Board shall be held either physically or by any other means, such as conference calls, video conferences, email exchange or otherwise. Any action which could be taken at a physical meeting of the Board may be taken in the other above-mentioned forms if such action is validly recorded in the minutes signed by the Chair and the Secretary.
• 5.2 The Board shall meet as often as is required by the Foundation, but not less than once per year.
• 5.3 The Chair can convene a meeting of the Board at any time, at his/her own discretion, or upon the written request of two thirds of the Board members.
• 5.4 A meeting of the Board shall in principle be convened in writing by the Chair of the Board with an advance notice of at least ten business days.
• 5.5 Board members shall make every effort to participate in all Board meetings. Board members may not appoint an alternate to serve in their stead.
• 5.6 The CEO shall prepare the agendas for the Board meetings and circulate the Board papers no less than seven business days in advance of the meeting.
• 5.7 Observers may be invited to attend a Board meeting or part thereof upon invitation from the Chair and shall have the right to participate, without a vote, in Board deliberations.
• 5.8 The board shall review its own performance and that of the CEO once a year.

Article 6. Decision-making

• 6.1 Whenever possible, the Board's decision-making will be by consensus. If all practical efforts by the Board and the Chair have not led to consensus, the Chair may call for a vote.
• 6.2 In order to be approved and unless otherwise provided for herein, resolutions require a majority vote of the Board members participating at the meeting. Each Board member shall have one vote. The Chair shall have a casting vote.
• 6.3 A quorum is established if a simple majority of the Board members are present.
• 6.4 All discussions of the Board will be recorded in minutes of the Board meetings, copied to all Board members and retained in the permanent records of the Foundation.

Article 7. Chair and Secretary

• 7.1 The initial Chair shall be designated by the Founder for an initial term of three years.
• 7.2 The initial Chair may be re-elected to this position, except in the case of a three quarter majority vote of the Board in favour of another candidate.
• 7.3 Any subsequent Chair may be elected to this position by a three quarter majority vote of the Board.
• 7.4 If his or her term as Board member shall expire before the Chair's term, his or her term as Board member shall automatically be extended to end with the Chair's term.
• 7.5 The Chair will preside at all meetings of the Board. In the Chair's absence, the Chair appoints a vice-Chair among the members of the Board. The vice-Chair will have all duties as provided for in Article 9 of the Statutes.
• 7.6 The Chair shall liaise with the CEO for all matters concerning the Board and in order to ensure transparent communication within the Foundation.
• 7.7 The Secretary shall be appointed amongst one of the Board members. His or her duties include:

a) Recording and keeping the minutes of all meetings of the Board in books to be kept for that purpose;

b) See that all notices and reports are duly given or filed in accordance with these By-laws or as required by law;

c) Be custodian of the records (other than financial) and have charge of the seal of the Foundation and see that it is used upon all papers or documents whose execution on behalf of the Foundation under its seal is required by law or duly authorized in accordance with these By-laws; and

d) In general, perform all duties incident to the office of Secretary and such other duties as the Chair may from time to time assign to him/her.

Part 2. Secretariat and Chief Executive Officer (CEO)

Article 8. Composition and location of the Secretariat

• 8.1 The Board shall be assisted by the CEO and the Secretariat to manage the day-to-day operations of the Foundation.
• 8.2 The Board may change the location of the CEO as necessary in Switzerland or abroad.

Article 9. Competences and functions of the CEO

• 9.1 The CEO is responsible for the day-to-day management of the Foundation.
• 9.2 The CEO shall serve as the Chief Executive Officer of the Foundation and report to the Chair of the Board.
• 9.3 The CEO shall:

a) Be responsible for executing all decisions of the Board;

b) Prepare the annual work plan and budget for approval by the Board;

c) Execute the work plan approved by the Board and manage the activities of the Foundation;

d) Manage the financial and human resources of the Foundation;

e) Act as the spokesperson for the Foundation, in cooperation with the Chair and Founder;

f) Analyze policy issues and recommend Foundation positions to the Board;

g) Arrange and provide administrative assistance at Board meetings;

h) Prepare agendas and board papers for the Board meetings;

i) Provide the Board with a technically substantive annual report on the Foundation's work plan, including financial accounts, tasks achieved, tasks not achieved and any appropriate explanations;

j) Liaise and consult regularly with major agencies and national and international organizations;

k) Ensure the monitoring of activities and the evaluation of program outcomes, including review of annual progress reports from recipients of Foundation funds;

l) Have the authority, within the limits and guidelines as determined by the Board, to enter into contracts and administer funds on behalf of the Foundation; and

m) Present to the Board for approval any project that the CEO intends to commit the Foundation to as part of quarterly strategy discussion

n) Perform other tasks and functions assigned by the Board and also in accordance with CEO contract and Addendum.

o) The CEO will have a sign off level on operating items as follows:

i) Contracting outside services $150k per year

ii) Single Payments : $20k isolated, $40k as part of a contract

• 9.5 The CEO will appoint staff members as is deemed necessary to assist in his or her duties in the management of the Foundation. The appointment of senior staff will require the ratification of the Board.

Part 3. Advisory Committees

Article 10. Creation, composition and vacancies

• 10.1 The Board may establish one or more Advisory Committees.
• 10.2 Such Advisory Committees will consist of members of the Board or other individuals or entities who the Board feels would assist the advisory committees in their function to the Board.
• 10.3 Any vacancy in the Advisory Committees may be filled and any member of the advisory committees may be removed, either with or without cause, by the Board.

Article 11. Competences and functions of the Advisory Committees

• 11.1 The Advisory Committees may be created and will advise the Board as to any matters that are put before them by the Board concerning the Foundation. The members of the committees shall be appointed by the Board. The board shall determine the duration of the charge of the members of Committees.
• 11.2 The Advisory Committees will not have or purport to exercise any powers of the Board nor will they have the power to bind the Foundation contractually. The Committees shall have executive or consultative function to the Foundation Board.
• 11.3 Notwithstanding the foregoing, except as otherwise provided by the Statutes or these By-laws, the Board may delegate certain tasks to the Advisory Committees from time to time, provided that the Board will at all times retain all duties, rights and legal responsibilities with respect to the actions of the Foundation. Tasks delegated to the Advisory Committees shall require ratification by the Board in order to be legally binding.

Part 4. Miscellaneous

Article 12. Conflicts policy

• 12.1 Any potential conflict of interest which could result in a direct or indirect financial or personal benefit to a Board member must be disclosed in good faith to the Board promptly as and when it arises. The interested individual may participate in the information-gathering stage of the Board's discussion but will retire from the room in which the Board is meeting and will not participate in the final deliberation or decision.
• 12.2 Interested Board members may be counted in determining the presence of a quorum at the meeting of the Board.
• 12.3 The minutes of the meeting of the Board will reflect (a) that the conflict of interest was disclosed, (b) that the interested Board member was not present during the final discussion or vote of the Board and (c) that the interested individual abstained from voting.
• 12.4 All questions as to whether a conflict of interest exists will be resolved by a vote of the Board in which the interested individual may not vote.

Article 13. Indemnification

• 13.1 The Foundation is responsible for its liabilities from all its activities and all its assets.
• 13.2 Neither the members of the Board nor any member of an Advisory Committee (each an "Indemnified Person"), shall incur any personal liability arising out of the activities or commitments of the Foundation.
• 13.3 To the fullest extent permitted by law, except cases of willful or criminal misconduct, gross negligence or reckless misconduct, the Foundation will indemnify any Indemnified Person (and that Indemnified Person's heirs, executors, administrators, assigns and any other legal representative of that Indemnified Person) who was or is a party or is threatened to be made a party to or is involved in (including as a witness) any threatened, pending, or completed action, suit, proceeding or inquiry, whether civil, criminal, administrative, or investigative, and whether formal or informal, including appeals, by reason of the fact that the Indemnified Person is or was a member of the Board or any other body of the Foundation, for and against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by that Indemnified Person or that Indemnified Person's heirs, executors, administrators, assigns or legal representatives in connection with that action, suit, proceeding or inquiry, including appeals.

Article 14. Grant-making process

• 14.1 Each grants, gifts, contributions, or other distributions for the advancement of Projects or Partnerships funded by the Foundation the purposes of the Foundation require individual authorisation by the Board.
• 14.2 The Board will at all times maintain complete control and discretion over the distribution of funds received by the Foundation, and will not enter into any agreement with any person or organization that would in any way limit such control or discretion. The Board may solicit or receive gifts, grants, bequests, or contributions for a specific project that it has reviewed and approved as in furtherance of the purposes of the Foundation as stated in the Statutes. The Board may, in its absolute discretion, refuse any conditional or restricted gift, grant, bequest, or contribution and return to the donor any such contribution actually received.

Article 15. Amendments of the By-Laws

• Subject to the approval of the Supervisory Authority and a two-thirds majority vote of the Board members present at the Board meeting at which the relevant vote is held, the present By-laws may be amended at any time.

Current editor: danield