Official English Translation, 14 June 2010
Sources: Official parallel French (May 18 2009) /English (June 2010) MS Word version (Team only)
An independent non-profit foundation within the meaning of and governed by Articles 80 et seq. of the Swiss Civil Code (“CC”), named World Wide Web Foundation (the "Foundation"), is hereby created.
The Foundation is created for an unlimited period of time.
The seat of the Foundation is Geneva, in the canton of Geneva, Switzerland.
The Foundation shall be registered at the Registry of Commerce of the Canton of Geneva and placed under the supervision of the Swiss Supervisory Authority of Foundations (the "Supervisory Authority").
The purpose of the Foundation is to support the progress of the World Wide Web (the “Web”) and its underlying technologies in order to connect and empower people through a better Web, thereby allowing humanity to better share knowledge, access services, conduct commerce, engage in good governance and citizen participation and communicate in creative ways. The Foundation promotes a broadly representative approach to guiding the development and operation of the Web, encourages the free and open character of the Web, the extension of its functionalities, the availability, scalability and robustness of its services, and the accessibility and availability of the Web to all of humanity.
Within this broad purpose, the Foundation's main objectives are:
In order to achieve its purpose, the Foundation shall do all such lawful things as shall further the attainment of the said purpose. It shall notably participate in Web leadership by organizing events and support the development and performance of services to increase the Web’s usefulness for society. Furthermore, the Foundation shall focus resources on external projects for the study and development of materials and tools destined to support the application of Web technologies to satisfy critical, real-world needs in underprivileged communities, as shall be decided by its Board.
The Foundation’s mission is not to carry out political propaganda, or intervene in any public office election. The Foundation may occasionally publish or distribute statements concerning Internet and Web-related policies that may ultimately influence Internet and Web-related legislation. The Foundation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.
The Founder allocates to the Foundation initial funds of CHF 50'000 in cash (fifty thousand Swiss francs).
The Foundation shall be further funded by donations, contributions and commitments from the Founder and third parties, including but not limited to:
No part of the assets or earnings of the Foundation shall inure to the benefit of, or be distributable to any director, officer, or other private person, except that the Foundation is authorized or empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.
The Foundation may hold assets, including but not limited to intellectual property rights. Moreover, the Foundation may promote, incorporate or financially or otherwise participate in other entities, companies and foundations in accordance with its corporate object.
The revenues that may be realised by the Foundation shall be used exclusively in furtherance of the Foundation's charitable purposes.
The structure of the Foundation consists of:
Part 1: The Board
The initial Board shall be appointed by the Founder.
The Board shall be composed of a minimum of six and a maximum of twelve members. W3C and WSRI have each the right to have one representative on the Board.
At least one of the members of the Board entitled to sign for the Foundation shall be a Swiss citizen or a citizen of a Member State of the European Union or the EFTA and have his/her domicile in Switzerland.
Board members may be appointed by a two-third majority vote of the Board, based on criteria determined by the Board.
The representatives of W3C and WSRI on the Board shall be selected respectively by W3C and WSRI and shall be appointed by the Board.
Board members shall serve a three-year term. The Board shall be replaced according to a 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 as regards the respective duration of service of its initial members. Board members shall not be selected for more than three terms.
Board members can be removed by a two-thirds majority vote of the Board.
The initial Chair of the Board (the “Chair”) shall be designated by the Founder for an initial term of three years.
Thereafter, the Chair shall be selected by the Board for successive terms of three years.
The Board shall also select from among its members a Treasurer and a Secretary.
The Board shall be the supreme governing body of the Foundation and shall exercise all lawful powers required to carry out the purposes of the Foundation. In particular, the Board shall:
The Board shall provide specific direction on the strategies and actions to accomplish the Foundation's purposes. The Foundation's strategies may evolve and change over time.
The Board members shall act on an unpaid basis and be entitled only to the compensation of their effective costs and travelling expenses. Possible attendance checks may not exceed those paid for attendance to official commissions in Geneva. For activities exceeding the usual scope of the function, each member of the Board may receive an appropriate compensation.
The meetings of the Board shall convene either physically or by any other means, such as conference calls, video conferences, exchange of e-mails or otherwise.
The Board shall meet as often as is required by the Foundation and not less than once per year.
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.
A meeting of the Board shall in principle be convened in writing with a ten days advance notice by the Chair of the Board.
In order to be approved, unless otherwise provided for herein, votes and resolutions require a simple majority of the Board members participating at the meeting. Each Board member shall have one vote. The Chair shall have a casting vote.
A quorum is established if a simple majority of the Board members are present.
The Board shall be empowered to convene, pass resolutions and vote by means of circulating a proxy letter in which each Board member gives his/her written consent to a proposition, or by teleconference, or e-mail or such other method of communication as may be authorized by the Board.
All discussions of the Board will be recorded in minutes of the Board meetings, copied to all members of the Board and retained in the permanent records of the Foundation.
Part 2: Secretariat and CEO
The Board shall be assisted by a Secretariat composed of the number of staff required to manage the day-to-day operations of the Foundation.
Upon proposal of the Chair, the Board may appoint a CEO who shall have the authority, within limits and guidelines decided by the Board, to enter into contracts and administer funds on behalf of the Foundation.
The Secretariat is responsible for the day-to-day management of the Foundation. Its functions and powers are based upon tasks assigned by the Board.
The functions as well as the competences of the Secretariat shall be specified in the Foundation's By-laws.
Part 3: The Auditors
The Board shall appoint a reputable firm of independent auditors to conduct an annual audit of the Foundation's accounts. The Auditors shall deliver a written report of the audit findings to the Board within six months after each accounting year-end.
The commercial year runs from January 1 to December 31. The first commercial year ends on December 31, 2009. The Foundation's statutory accounts shall be held in Swiss francs (CHF) or in American dollars (USD), and, subject to the approval of the Supervisory Authority, in any other foreign currency.
The accounts of the Foundation shall be held in accordance with the provisions of the Swiss Code of Obligations relating thereto.
Part 4: Board Committees
The Board may establish one or more Committees, each of them composed of two members at least. Each Committee shall have a Chair. 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.
The Committees shall have an executive or a consultative function to the Foundation as shall be decided by the Board upon the establishment of any such Committee.
The functions as well as the competences of these Committees shall be specified in the Foundation's By-laws.
The Chair is entitled to represent the Foundation in all dealings with third parties.
All instruments committing the Foundation shall be signed by at least two Board members or one Board member and the CEO, except for matters delegated by the Board to the Chair, a member of the Board, the CEO or other Secretariat staff, as applicable.
The Foundation is responsible for its liabilities on all its assets. Subject to Article 55 (3) CC, neither the members of the Board nor any other organ of the Foundation shall incur any personal liability in respect of the commitments of the Foundation.
The present Statutes can be amended by the Board not more often than once a year, provided that the amendments have been submitted to the approval of the Supervisory Authority in accordance with Articles 85 and 86 CC.
In order to be approved, a decision regarding the amendment of the present Statutes requires a two-thirds majority of all Board members.
The purpose clause of the present Statutes may be modified by the Founder in accordance with Article 86 lit. a) CC.
The Board shall fix the details of organization of the Foundation, including Board governance and policies, in By-laws which shall be subject to the prior approval of the Supervisory Authority. Any modification of the By-laws must be submitted to the Supervisory Authority.
If the Foundation is unable to continue its activities, the Board shall notify the Supervisory Authority of the situation.
The Foundation may be dissolved in accordance with Articles 88 and 89 CC. The Board shall carry out the liquidation unless it designates another party to act as a liquidator.
In the event of liquidation of the Foundation, its remaining assets shall be entirely assignable to another public utility and tax exempt entity pursuing similar objectives to those of the Foundation. In no cases shall the Foundation's assets be returned to the Founder or Board members or be used for their profit in whole or in part and in whatever manner.
The dissolution of the Foundation, to any degree, and particularly to the point of liquidation, shall only be carried out with the consent of the Supervisory Authority, the decision of which must be based on a written report justifying any such action.
Current editor: danield