AMENDED AND RESTATED BYLAWSOFWORLD WIDE WEB CONSORTIUM, INC.

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TABLE OF CONTENTS
Page
Article I

REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS ................. 1

Article II

W3C PROCESS DOCUMENT ............................................................................. 1

Article III

MEMBERS ............................................................................................................ 1
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 14.

Article IV

BOARD OF DIRECTORS .................................................................................... 7
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 13.
Section 14.
Section 15.
Section 16.
Section 17.

Article V

Classes of Members and Conditions of Membership. ................... 1
Termination of Membership .......................................................... 2
Meetings of Members .................................................................... 3
Quorum .......................................................................................... 3
Adjournment of Meetings .............................................................. 4
Notice ............................................................................................. 4
Voting by Members ....................................................................... 4
Member Roll .................................................................................. 5
Record Dates. ................................................................................. 5
Proxies............................................................................................ 5
Action by Members........................................................................ 6
Nonliability .................................................................................... 6
Inspection Rights ........................................................................... 7
Powers ............................................................................................ 7
Number of Directors; Qualifications. ........................................... 7
Selection and Term of Office of Directors .................................... 7
Vacancies. ...................................................................................... 8
Resignation and Removal .............................................................. 8
Regular Board Meetings ................................................................ 9Special Meetings ............................................................................ 9
Place of Meetings; Notice .............................................................. 9
Waiver of Notice ............................................................................ 9
Quorum .......................................................................................... 9
Action Without a Meeting ............................................................. 9
Telephone or Electronic Meetings ............................................... 10
Reliance ........................................................................................ 10
Inspection ..................................................................................... 10
Board Compensation..................................................................... 10
Executive Compensation ............................................................. 10
Chair of the Board ........................................................................ 10

COMMITTEES.................................................................................................... 11
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.

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Board Committees ....................................................................... 11
Subcommittees ............................................................................. 11
Task Forces .................................................................................. 11
Audit Committee.......................................................................... 11
Meetings ....................................................................................... 12A.
Of Board Committees ...................................................... 12

TABLE OF CONTENTS
Page
B.
Article VI

OFFICERS ........................................................................................................... 12
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.

Article VII

Indemnification ............................................................................ 14

GRANTS ADMINISTRATION .......................................................................... 15
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.

Article X

Voidability of Transactions.......................................................... 13
Quorum ........................................................................................ 14
Conflict of Interest Policy ............................................................ 14

INDEMNIFICATION AND INSURANCE ........................................................ 14
Section 1.

Article IX

Officers ........................................................................................ 12
Election ........................................................................................ 12
Removal ....................................................................................... 12
Resignation .................................................................................. 12
Vacancies ..................................................................................... 13
President. ...................................................................................... 13
Secretary ...................................................................................... 13
Treasurer ...................................................................................... 13

INTERESTED DIRECTOR OR OFFICER TRANSACTIONS ......................... 13
Section 1.
Section 2.
Section 3.

Article VIIIOf Task Forces ................................................................. 12

Purpose of Grants ......................................................................... 15
Board of Directors Oversight ....................................................... 15
Refusal; Withdrawal .................................................................... 16
Accounting ................................................................................... 16
Restrictions on Contributions ...................................................... 16

MISCELLANEOUS ............................................................................................ 16
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.

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Fiscal Year ................................................................................... 16
Contracts, Notes, and Checks ...................................................... 16
Amendments................................................................................. 16
Required Financial Audits ........................................................... 17
Governing Law ............................................................................ 17
Facts Ascertainable ...................................................................... 17ii

AMENDED AND RESTATED BYLAWSOFWORLD WIDE WEB CONSORTIUM, INC.
ARTICLE IREGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESSThe address of the registered office of this corporation in the State of Delaware,and the name of its registered agent at such address, shall be specified in the Certificate ofIncorporation. Notwithstanding the foregoing, this corporation’s principal place(s) of businessmay be different from its registered office, and may be located from time to time at any place as
may be designated by the Board of Directors of this corporation, including a place outside of theState of Delaware.
ARTICLE II
W3C PROCESS DOCUMENT
The W3C Process Document (as the same may be amended, modified,
supplemented, revised, and/or restated from time to time, the “Process Document”) sets forthcertain aspects of the organizational structure of this corporation and the processes,
responsibilities, meetings (other than meetings of the members of this corporation or Board of
Directors described herein) and functions that enable this corporation to accomplish its mission.
In accordance with Article Fourth of the Amended and Restated Certificate of Incorporation ofthis corporation (as the same may be amended and/or restated from time to time, the “Certificate
of Incorporation”), the Consortium Members (as defined below) shall have the power, and shallhave the exclusive right, to amend, modify, supplement, revise, and/or restate the Process
Document pursuant to the terms of the Process Document itself.
ARTICLE III
MEMBERS
Section 1.
Classes of Members and Conditions of Membership. This
corporation shall have three (3) classes of membership. Subject to the last sentence of paragraph(b) below, a person’s status as a member of a class of members shall not affect such person’s status
as a member of any other class, if applicable, such that a person may be a member of two or moreclasses of members; provided, that for purposes of determining the number of members generally,such person shall constitute a single member. For purposes of these Bylaws, “person” shall mean
an individual, partnership, corporation, limited liability company, business trust, joint stockcompany, trust, unincorporated association, joint venture, governmental authority or other entityof whatever nature. The three (3) classes of members are as follows:(a)Consortium Members. W3C Membership is open to all persons who (i)meet the eligibility requirements as set forth in the Process Document and (ii) commit to the termsof the Member Agreement, the Process Document and any documents incorporated by reference
therein (including, without limitation, the Patent Policy). Any person that is a W3C Member{01544800.DOCX; 4}

(pursuant to a Member Agreement in full force and effect) and is not a “Member Association”(defined below) shall be a “Consortium Member.”Each Consortium Member shall designateone (1) individual to act on its behalf and serve as its point of contact (such individual, a“Consortium Member Representative”) and may change its Consortium Member Representativeat any time by written notice to this corporation. Each Consortium Member Representative will
be included in the member roll in accordance with Article III, Section 8. For purposes of these
Bylaws, a “Member Association” means a consortium, user society, or association of two or moreindividuals, companies, organizations or governments, or any combination of these entities thathas the purpose of participating in a common activity or pooling resources to achieve a common
goal other than participation in, or achieving certain goals in, W3C. The Board of Directors or any
Board Committee authorized by the Board of Directors has final authority to determine whether aperson is a Member Association and shall exercise reasonable discretion in making thisdetermination.
(b)Partner Member. Partner Members help ensure global participation in theWorld Wide Web Consortium to help fulfill its mission. Any person that has entered into a
Partnership Agreement that is in full force and effect with this corporation (or, through 2022, a
2022 Host Agreement) shall be a “Partner Member.” This corporation shall not have more thanfour Partner Members nor be party to more than four Partnership Agreements at any one time. The
decision to enter into or renew a Partnership Agreement shall be approved by the Board by theRequisite Board Vote (as defined in Article IV, Section 10 below) without counting the vote of thedirector elected by the Partner in question for the purposes of quorum or voting, in accordancewith paragraph C of Article Seventh of the Certificate of Incorporation or any successor provision
thereto. Each Partner Member shall designate one (1) individual to act on its behalf and serve as
its point of contact (such individual, a “Partner Member Representative”) and may change its
Partner Member Representative at any time by written notice to this corporation. Each Partner
Member Representative will be included in the member roll in accordance with Article III, Section
8. Notwithstanding anything to the contrary herein, any Partner Member that is also a Consortium
Member (for so long as it holds membership in both classes), shall not be permitted to vote in its
capacity as a Consortium Member.
(c)Director Member. Each individual in office as a director of this corporation
shall automatically be a “Director Member” of this corporation and shall continue from the timeof such individual’s election or appointment and until such person’s death, resignation, removal
or disqualification, such that all directors in office at any time shall constitute all Director
Members. For the avoidance of doubt, the status of any person as a Director Member shallterminate immediately and without further action upon such individual’s ceasing to be a director
for any reason.
Section 2.

Termination of Membership.

(a)Consortium Members.
Membership in this corporation as aConsortium Member shall terminate (i) on the date of the expiration or earlier termination of theapplicable Member Agreement or (ii) at such time as decided by the Board of Directors, if theBoard of Directors determines upon the Requisite Board Vote (as defined in Article IV, Section 10
Article IVArticle IVSection 10below) that a Consortium Member (x) should be terminated because
the Consortium Member has not timely paid its Member Fee (as such term is defined in the{01544800.DOCX; 4}2

applicable Member Agreement), (y) is in breach of or has committed a breach of any material
obligations under the applicable Member Agreement, the Process Document, and/or any
documents incorporated by reference therein (including, without limitation, the Patent Policy), or(z) has not complied with the requirements of the Certificate of Incorporation or these Bylaws(including, without limitation, the designation of a Consortium Member Representative and/orPartner Member Representative, if applicable).
(b)Partner Members. Membership in this corporation as a Partner Member
shall terminate on the date of the expiration or earlier termination of the applicable Partnership
Agreement (or, if applicable, a 2022 Host Agreement).
(c)Director Members: Membership in this corporation as a Director Member
shall terminate in accordance with the terms set forth in Section 1(c) above.
Section 3.
Meetings of Members. Except where otherwise noted, referencesin these Bylaws to any meetings of the members shall mean corporate membership meetings
conducted pursuant to this Section 3Section 3, and not any meetings required by or referenced in
the Process Document. The quorum, notice, voting, and other meeting requirements set forth
herein shall apply only to corporate membership meetings and do not apply to any other meetingsrequired by or referenced in the Process Document.
(a)Annual Meetings. Each class of members shall hold an annual meeting forthe election or designation of directors and for such other business as may properly come before
each such class (as the case may be) on a date fixed by the Board of Directors, at a time and place(if any) designated by the Board of Directors. As permitted by and in accordance with Section
215(a) of the Delaware General Corporation Law, this corporation shall not require any annual or
regular meetings of all members.
(b)Special Meetings. Special meetings of any class of members or of all themembers may be called by the Board of Directors upon the Requisite Board Vote (as defined in
Article IV, Section 10 Article IVArticle IVSection 10below). In addition, any twenty (20)Consortium Members may call a meeting of the Consortium Members, any two (2) Partner Members
may call a meeting of the Partner Members, and any two (2) Director Members may call a meetingof the Director Members. Business transacted at any special meeting shall be limited to the purpose
stated in the applicable notice.
Section 4.

Quorum.

(a)
At all meetings of the Consortium Members, the lesser of (x) fifty (50)Consortium Members or (y) ten percent (10%) of all Consortium Members must be present(including by proxy) to constitute a quorum for the transaction of business.
(b)
At all meetings of the Partner Members, at least a majority of all
Partner Members must be present (including by proxy) to constitute a quorum for the transactionof business.
(c)
At all meetings of the Director Members, quorum shall be determined inaccordance with the provisions of Article IV Article IVof these Bylaws concerning meetings and{01544800.DOCX; 4}3

actions of the Board of Directors, with such changes in content as are necessary to substitute the
Director Members for the Board of Directors.
(d)
At meetings of all the members of this corporation (if any), the quorum
requirements for the Consortium Member class must be met in order to constitute a quorum forthe transaction of business.
Section 5.
Adjournment of Meetings.
In the absence of a quorum, thechairperson of the meeting or the members entitled to vote at the meeting that are present in personor represented by proxy shall have the power to adjourn the meeting from time to time, without
notice other than an announcement at the meeting, until a quorum shall be present or represented.
At any such adjourned meeting at which a quorum shall be present or represented, any businessmay be transacted which might have been transacted at the meeting as originally notified. If the
adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to each member entitledto vote at the meeting.
Section 6.
Notice. Except as otherwise provided by law, for all meetings ofmembers (other than meetings of the Director Members), a notice stating the place, if any, date
and time of the meeting, the means of remote communications, if any, by which members may bedeemed to be present in person and vote at such meeting, will be given by mail, facsimiletransmission, telegraph, telex, courier service, electronic mail or hand delivery, and will be given
not less than ten (10) business days nor more than sixty (60) days before the date of the meetingto each member entitled to vote at such meeting. Minimum notice of meetings of the Director
Members shall be as specified for meetings of the Board of Directors in Article IV, Section 8,
below. Notice of special meetings will indicate the purpose for which they are called. Notice ofmeetings need not be given to any member who submits a signed waiver of notice whether before
or after the meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such member.
Section 7.
Voting by Members. Subject to the provisions of Section 1(b)above (concerning Partner Members that are also Consortium Members) and unless provided in
the Certificate of Incorporation or required by law, at any meeting of the Consortium Members,
Partner Members, and/or Director Members, each member present, in person or by proxy, that isentitled to vote as determined in accordance with the provisions of Section 9 below (regarding
record dates), will be entitled to one (1) vote.
(a)Consortium Members. The Consortium Members shall have the following
voting rights, in each case, voting separately as a class:(i)
The exclusive right to elect the Consortium Directors, as provided
in Article IV, Section 3(a) below;(ii)
The right to vote on the removal of any director, as provided in
Article IV, Section 5 below;(iii)
The right to vote on the amendment or repeal of these Bylaws asprovided in Article X, Section 3 below;{01544800.DOCX; 4}

4

(iv)
The right to approve any sale, lease, transfer, or other disposition of
all or substantially all of the assets or properties of this corporation;(v)

The right to approve any merger of this corporation;(vi)

The right to approve dissolution of this corporation; and(vii) The right to vote on any other matters that may properly bepresented to the members for a vote, pursuant to the Certificate of Incorporation, these Bylaws, or
action of the Board of Directors, or by operation of law.
(b)Partner Members. The Partner Members shall have the right to elect thePartner Directors as provided in Article IV, Section 3(b) below and the right to remove the Partner
Directors as provided in Article IV, Section 5 below, but shall have no other voting rights in theircapacity as members, excepting only voting rights required by the Delaware General Corporation
Law (if any).
(c)Director Members. The Director Members shall have the right to elect theBoard-Elected Directors as provided in Article IV, Section 3(c) below, the right to remove theBoard-Elected Directors as provided in Article IV, Section 5 below, and the right to fill certain
vacancies on the Board of Directors as provided in Article IV, Section 4 below, but shall have noother voting rights in their capacity as members, excepting only voting rights required by the
Delaware General Corporation Law (if any).
Section 8.
Member Roll. This corporation shall maintain at its principal
place(s) of business a member roll containing the following information with respect to eachmember: name and address; class(es) of membership; name(s) and contact information of its
Consortium Member Representative and/or Partner Member Representative, if applicable; andwhether the member is current with respect to its dues or other fees assessed under its Member
Agreement and/or Partnership Agreement (or, through 2022, a 2022 Host Agreement), if
applicable. Termination of the membership of any member shall be recorded in the roll, together
with the date of such termination. Membership in this corporation is a matter of public record;
however, this corporation shall not sell or otherwise make the member roll available to third parties
unless required by applicable law.
Section 9.
Record Dates. In accordance with Section 215(f) of the Delaware
General Corporation Law, in order that this corporation may determine the members entitled tovote at any meeting of members or any adjournment thereof, entitled to express consent to an
action in writing without a meeting, or for the purpose of any other lawful action, the record date
for any such determination shall be the date four (4) weeks prior to the date of such meeting or
action. The record date for determining members for any other purpose shall be determined by
the Board of Directors; provided, that no record date may precede any action by the Board of
Directors fixing such record date.
Section 10.
Proxies. In accordance with Sections 212 and 215 of the Delaware
General Corporation Law, members may authorize another person to vote by proxy, provided thatthe authority granted to the proxy holder is (a) limited to one or more specific items that have been
submitted to members or (b) is limited to a specific meeting of members or action by consent in{01544800.DOCX; 4}

5

lieu of a meeting that has been presented to members for action thereby. No proxy shall be valid
after six (6) months from its date unless otherwise provided in the proxy. Subject to the foregoing,a member may authorize another person to act as such member’s proxy.
Section 11.

Action by Members.

(a)Except as otherwise provided by law or by Article IV,Article IV Section 3
Article IVSection 3(a)(electing directors) or any other provision of these Bylaws, any corporate
action authorized at a duly called and noticed meeting by the Requisite Member Vote (as defined
below) of any class of members will be an act of such class of members.
(b)

The “Requisite Member Vote” means:(i) in the case of the Consortium Members (assuming the quorum
requirements set forth in Section 4 above are met):
if no more than fifteen percent (15%) of all Consortium Members
are present or represented by proxy, the affirmative vote of at least seventyfive percent (75% of the members present in person or by proxy;
if greater than fifteen percent (15%) but less than twenty percent(20%) of all Consortium Members are present or represented by proxy, theaffirmative vote of at least sixty-six and two-thirds percent (66 2/3% of themembers present in person or by proxy; andif twenty percent (20%) or more of all Consortium Members arepresent or represented by proxy, the affirmative vote of at least a majorityof the members present in person or by proxy.
(ii) in the case of the Partner Members or the Director Members, theaffirmative vote of at least a majority of the members present or represented byproxy at a meeting at which a quorum is present.
(c)Unless otherwise provided in the Certificate of Incorporation, any action
required by applicable law to be taken at a meeting of the members, or any action which may betaken at a meeting of the members, may be taken without a meeting, without prior notice, andwithout a vote if one or more consents, setting forth the action so taken, shall be signed by members
having at least the minimum number of votes that would be necessary to authorize or take suchaction at a meeting at which all members having a right to vote thereon were present and voted,
and shall be delivered to this corporation in the manner required by Section 228 of the Delaware
General Corporation Law.
Section 12.
Nonliability. The members shall not be liable for the debts,
liabilities, or obligations of this corporation.
Section 13.
Nontransferability. No member may transfer for value or otherwise
its membership or any right arising therefrom. A successor in interest by operation of law shall{01544800.DOCX; 4}

6

not be deemed a member unless such successor otherwise satisfies the applicable conditions orcriteria of membership.
Section 14.
Inspection Rights. The right of the members to have access to themembership list of this corporation or its other books and records shall be governed by Section 220of the Delaware General Corporation Law.
ARTICLE IV
BOARD OF DIRECTORS
Section 1.
Powers. Except as otherwise provided by the Certificate ofIncorporation or the Delaware General Corporation Law, the business and affairs of thecorporation shall be managed by or under the direction of its governing body, which shall beknown as the Board of Directors.
Section 2.
Number of Directors; Qualifications. The total number of directors
constituting the Board of Directors shall be at least seven (7) and not more than thirteen (13).
Directors need not be W3C Members or Consortium Members. No two directors may concurrently
be employed by or receiving any remuneration from the same person; provided, that the foregoingshall not prohibit any transaction between such person and a director that is effected in such
person’s ordinary course of business.
Section 3.
Selection and Term of Office of Directors. Except for theindividuals serving as of October 2022 as the corporation’s initial Consortium Directors, Partner
Directors, and/or Board-Elected Directors, as applicable, who shall each be elected by the Board
then serving, the directors of the corporation shall be elected as follows:(a)Consortium Directors. Seven (7) directors shall be elected from time to timeby Single Transferable Vote (Meeks) preferential voting of the Consortium Members present inperson or represented by proxy at the meeting and entitled to vote thereon (the “Consortium
Directors”). Consortium Directors shall be elected for a term of two (2) years. Each Consortium
Director shall hold office until such director’s successor is elected and qualified or until such director’searlier death, resignation or removal.
(b)Partner Directors. A total of up to four (4) directors shall be elected from time
to time by the Partner Members (each, a “Partner Director”). The number of Partner Directors shallbe equal to the number of Partner Members. Each Partner Member may elect one (1) individual toserve as a Partner Director, without requiring a meeting, by consenting to such action in writing.
Solely for such purposes, each Partner Member shall be deemed to be a separate series within theclass of Partner Members, and any such action by written consent of a Partner Member shall have thesame force and effect as the unanimous vote of the applicable series within the class of Partner
Members. A Partner Member Representative may, but is not required to, serve as a Partner Director.
Partner Directors shall be elected for a term of one (1) year. Each Partner Director shall hold office
until such director’s successor is elected and qualified or until such director’s earlier death, resignation
or removal.

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(c)Board-Elected Directors. Two (2) directors shall be elected for a term oftwo (2) years by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3% of all
Director Members entitled to vote thereon (the “Board-Elected Directors”). No Director Member
shall be entitled to vote on their own election or removal as a Board-Elected Director. The Director
Members shall nominate and elect the Board-Elected Directors taking into account the goals of
promoting multi-stakeholder representation of the entire Web ecosystem on the Board, promoting
diversity on the Board, liaising with other Web standards organizations, and any otherconsiderations that the Board may deem appropriate from time to time.
(d)Non-Voting Observers. The following non-voting observer positions shallhave the right to attend and participate at all Board meetings, unless the Chair of the Board in theirsole discretion declares an in camera session and provided that non-voting observers shall not becounted for purposes of determining quorum or voting:(i) Tim Berners-Lee, by virtue of his status as the “Founder Director”; and(ii) The then-serving President of this corporation, by virtue of holding suchoffice.
These provisions for non-voting observers do not preclude such individuals fromexercising voting rights that may be granted to them (if any) through any other provisions of theCertificate of Incorporation or these Bylaws.
Section 4.
Vacancies. A vacancy shall be deemed to exist on the Board in theevent that the actual number of directors is less than the number authorized by these Bylaws for any
reason. A vacancy may be filled for the unexpired portion of the term by the class of members withthe power to elect or designate the applicable directorship; provided, that in the event (a) there arefewer than four Partner Members due to a termination of membership in the Corporation of any
Partner Member(s), or (b) a Partner Member declines to designate a Partner Director, any resulting
vacancies in Partner Director seats may be filled for the unexpired portion of the term by theaffirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of all Director Members
entitled to vote thereon. No reduction in the number of directors shall have the effect of removing
any director prior to the expiration of their term of office.
Section 5.
Resignation and Removal. Any director may resign at any timeupon notice given in writing addressed to the Board or officer of this corporation or by electronictransmission addressed to the Board or an officer of this corporation. A resignation is effective
when the resignation is delivered unless the resignation specifies a later effective date or aneffective date determined upon the happening of an event or events. Any director may be removed
with or without cause, at any time by the class or series of members entitled to elect such director.
Any or all of the directors may be removed for cause (a) by the Consortium Members, acting by aRequisite Member Vote, or (b) by all the members (voting together), upon the affirmative vote ofat least a majority of the members present or represented by proxy at a meeting at which a quorum
is present. Pursuant to Article Eleventh of the Certificate of Incorporation, (i) the Board may also
remove any director for cause by the affirmative vote of at least seventy-five percent (75%) of theother directors then in office (excluding the director who is the subject of such vote), and (ii) in
the event of the termination of membership of any Partner Member, the director elected by such

{01544800.DOCX; 4}

8

Partner Member shall immediately cease to be, and shall be automatically removed as, a directorof the Corporation.
Section 6.
Regular Board Meetings. Regular meetings of the Board of Directors
shall be held once per quarter, one of which shall be the annual meeting of the Board. Regularmeetings shall be called by the President, the Chair, or any two (2) directors, and noticed in accordancewith Section 8 Section 8belowArticle IV. Any business may be transacted at any regular meeting of
the Board of Directors at which a quorum is present.
Section 7.
Special Meetings. Special meetings of the Board may be called by
the President, the Chair, or any two (2) directors, and noticed in accordance with Section 8
belowArticle IV. Any business may be transacted (whether or not specified in the notice of themeeting) at any special meeting of the Board of Directors at which a quorum is present.
Section 8.
Place of Meetings; Notice. Meetings of the Board of Directors may
be held at a location inside or outside of the State of Delaware, or by telephone or other electronicmeans as permitted in Section 12 below, which is fixed by the Board of Directors or, in the case of a
special meeting, by the person or persons calling the special meeting. Notice of regular meetings andany special meetings of the Board of Directors shall state the date, place (if any), and time of themeeting and shall be given to each director at least four days before any such meeting if given by
first-class mail or forty-eight hours before any such meeting if given personally, by telephone,including a voice messaging system, or by other system of technology designed to record andcommunicate messages, by facsimile, or by electronic transmission.
Section 9.
Waiver of Notice. Whenever notice is required to be given under
any provision of these Bylaws, a written waiver, signed by the person entitled to notice, or a waiverby electronic transmission by the person entitled to notice, whether before or after the time statedtherein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitutea waiver of notice of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors or committee of the Board of
Directors need be specified in any written waiver of notice or any waiver by electronictransmission. All waivers, consents, and approvals shall be filed with the corporate records or madea part of the minutes of the meeting. Such filing shall be in paper form if the minutes are maintainedin paper form and shall be in electronic form if the minutes are maintained in electronic form.
Section 10.
Quorum. A majority of the total number of directors then in officeshall constitute a quorum of the Board. Except as otherwise required by the Certificate ofIncorporation, these Bylaws or the Delaware General Corporation Law, the act of a majority of thedirectors present at a meeting at which a quorum is present (the “Requisite Board Vote”) shall be theact of the Board. Each director shall be entitled to one vote.
Section 11.
Action Without a Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting if all members of the Board
consent to such action in writing or by electronic transmission. After an action by consent is taken,{01544800.DOCX; 4}

9

the writing or writings or electronic transmission or transmissions shall be filed with the minutesof proceedings of the Board. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in electronic form.
Section 12.
Telephone or Electronic Meetings. Directors may participate in a
meeting through use of conference telephones, electronic video screen, or other similar
communications equipment so long as all directors participating in such meeting can hear one another(or, in the case of any participating directors who are deaf or hard of hearing, can communicate with
one another in real time). Participation in a meeting pursuant to this Section 12 constitutes presencein person at such meeting.
Section 13.
Reliance. Any director or member of a committee of the Board shall,in the performance of such director or committee member’s duties, be fully protected in relying ingood faith upon the records of this corporation and upon such information, opinions, reports, orstatements presented to this corporation by any of this corporation’s officers or employees, orcommittees of the Board of Directors, or by any other person as to matters the director reasonably
believes are within such other person’s professional or expert competence and who has been selectedwith reasonable care by or on behalf of this corporation.
Section 14.
Inspection. Every director shall have the right to examine thiscorporation’s list of members and its other books and records for a purpose reasonably related to thedirector’s position as a director.
Section 15.
Board Compensation. The Board may authorize the advance orreimbursement of actual reasonable expenses incurred by a director in carrying out their duties asa director.
Section 16.
Executive Compensation. For any tax year in which thiscorporation is required to register and file reports with the Attorney General of the State ofCalifornia, the Board of Directors (or a Board Committee) shall review any compensation
packages (including all benefits) of the President or the chief executive officer and the Treasureror chief financial officer, regardless of job title, and shall approve such compensation only after
determining that the compensation is just and reasonable. This review and approval shall occur
when such officer is hired, when the term of employment of such officer is renewed or extended,
and when the compensation of such officer is modified, unless the modification applies tosubstantially all of the employees of this corporation.
Section 17.
Chair of the Board. The Chair of the Board shall be electedannually from among the directors by the Board of Directors and shall not be deemed an officerof this corporation. The Chair of the Board shall serve at the pleasure of the Board and shall holdsuch position until their successor is elected and qualified or until their earlier resignation or
removal. The Chair of the Board shall preside at all meetings of the Board and all meetings of themembers unless the Chair designates another director (which such director shall not be thePresident) and shall have such other powers and duties as may be prescribed by the Board or these
Bylaws.

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ARTICLE V
COMMITTEES
Section 1.
Board Committees. The Board of Directors may, by resolution
adopted by a majority of the directors then in office, create any number of Board Committees, eachconsisting of one or more directors. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at any meetingof the committee. Appointments to and removals from any Board Committee shall be made by
any method determined by a majority of the directors then in office. Any such committee, to theextent provided in the resolution of the Board of Directors, shall have and may exercise all thepowers and authority of the Board of Directors in the management of the business and affairs of
this corporation except that no such committee shall have the power or authority to:(a)approve or adopt, or recommend to the members, any action or matter (otherthan the election or removal of directors) expressly required by these
Bylaws, the Certificate of Incorporation, or the Delaware General
Corporation Law to be submitted to members for approval;(b)amend or repeal any resolution of the Board of Directors which by its express
terms is not so amendable or repealable;(c)adopt, amend, or repeal these Bylaws; or(d)adopt amendments to the Certificate of Incorporation.

Section 2.
Subcommittees. Unless otherwise provided in the resolution of theBoard of Directors designating the Board committee, such committee may create one or more
subcommittees, each subcommittee to consist of one or more members of the committee, anddelegate to a subcommittee any or all of the powers and authority of the committee.
Section 3.
Task Forces. The Board of Directors may establish one or more Task
Forces to advise the Board. A Task Force is not a Board Committee. The members of any Task
Force may consist of directors or non-directors and may be appointed as the Board determines. Task
Forces may not exercise the authority of the Board to make decisions on behalf of this corporation,
but shall be restricted to making recommendations to the Board or Board Committees, andimplementing Board or Board Committee decisions and policies under the supervision and control of
the Board or Board Committee.
Section 4.
Audit Committee. For any tax year in which this corporation isrequired to register and file reports with the Attorney General of the State of California and has grossrevenues of $2 million or more, excluding grant or contract income from any governmental entity
for which the governmental entity requires an accounting, this corporation shall have an
Audit Committee whose members shall be appointed by the Board of Directors, and who may include
both directors and non-directors, subject to the following limitations: (a) members of the FinanceCommittee, if any, shall constitute less than one-half of the membership of the Audit Committee;(b) the chair of the Audit Committee may not be a member of the Finance Committee, if any; (c) the
Audit Committee may not include any member of the staff, including the President or chief executive
officer and Treasurer or chief financial officer; (d) the Audit Committee may not include any person
who has a material financial interest in any entity doing business with this corporation; and (e) Audit{01544800.DOCX; 4}

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Committee members who are not directors may not receive compensation greater than thecompensation paid to directors for their Board service. The Audit Committee shall: (1) recommend
to the full Board of Directors for approval the retention and, when appropriate, the termination of an
independent certified public accountant to serve as auditor, (2) subject to the supervision of the full
Board, negotiate the compensation of the auditor on behalf of the Board, (3) confer with the auditor
to satisfy the Audit Committee members that the financial affairs of this corporation are in order, (4)review and determine whether to accept the audit, and (5) approve performance of any non-audit
services provided to this corporation by the auditor’s firm.
Section 5.

Meetings.

A.
Of Board Committees. Meetings and actions of Board Committees or
subcommittees thereof shall be governed by and held and taken in accordance with the provisions ofArticle IVArticle IV of these Bylaws concerning meetings and actions of the Board of Directors, withsuch changes in the content of those Bylaws as are necessary to substitute the Board Committee andits members for the Board of Directors. Minutes shall be kept of each meeting of any
Board Committee and shall be filed with the corporate records.
B.
Of Task Forces. Subject to the authority of the Board of Directors,
Task Forces shall determine their own meeting rules and whether minutes shall be kept. The Boardof Directors may adopt rules for the governance of any Board or Task Force not inconsistent withthe provisions of these Bylaws.
ARTICLE VI
OFFICERS
Section 1.
Officers. The officers of this corporation shall be a President, aSecretary, and a Treasurer. This corporation may also have, at the discretion of the Board of
Directors, such other officers as may be appointed by the Board of Directors. No individual shallhold more than one office.
Section 2.
Election. The officers of this corporation shall be elected annuallyby the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, ifany, of an officer under any contract of employment. Each officer shall hold office until theirsuccessor is elected and qualified or until their earlier resignation or removal.
Section 3.
Removal. Subject to the rights, if any, of an officer under any
contract of employment, any officer may be removed, with or without cause, by the Board of Directors
upon the Requisite Board Vote or by an officer on whom such power of removal may be conferredby the Board of Directors upon the Requisite Board Vote.
Section 4.
Resignation. Any officer may resign at any time by giving written
notice to the Board or Chair of the Board or by electronic transmission addressed to the Board or
Chair of the Board. A resignation is effective when delivered unless the resignation specifies alater effective date or an effective date determined upon the happening of an event or events. Any
resignation is without prejudice to the rights, if any, of this corporation under any contract to which
the officer is a party.
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Section 5.
Vacancies. A vacancy in any office for any reason shall be filled in
the same manner as these Bylaws provide for election to that office.
Section 6.
President. The President shall be the chief executive officer of thiscorporation and shall, subject to control of the Board, generally supervise, direct, and control thebusiness and the officers of this corporation. The President shall not preside at any meeting of theBoard of Directors; provided, that in the absence of the Chair of the Board, or a director designatedby the Chair, the President shall designate a director to preside at such meeting. The President shallhave the general powers and duties of management usually vested in the office of President of acorporation and shall have such other powers and duties as may be prescribed by the Board or these
Bylaws.
Section 7.
Secretary. The Secretary shall supervise the keeping of a full andcomplete record of the proceedings of the Board of Directors, its committees and the membership of
this corporation, shall supervise the giving of such notices as may be proper or necessary, shallsupervise the keeping of the minute books of this corporation, and shall have such other powers andduties as may be prescribed by the Board or these Bylaws.
Section 8.
Treasurer. The Treasurer shall supervise the charge and custody of
all funds of this corporation, the deposit of such funds in the manner prescribed by the Board of
Directors, and the keeping and maintaining of adequate and correct accounts of this corporation’s
properties and business transactions, shall render reports and accountings as required, and shall havesuch other powers and duties as may be prescribed by the Board or these Bylaws.
ARTICLE VII
INTERESTED DIRECTOR OR OFFICER TRANSACTIONS
Section 1.
this corporation and:Voidability of Transactions. No contract or transaction between(a) any of its directors or officers,(b) any organization in which one or more of this corporation’s directors orofficers has or have a financial interest, or(c) any organization for which a director or officer of this corporation also
serves as a director or officer,
shall be void or voidable solely for that reason, or solely because the director or officer is present
at or participates in the meeting of the Board or committee of the Board which authorizes thecontract or transaction, or solely because any such director’s or officer’s vote was counted for such
purpose, if:(i) The material facts as to the director’s or officer’s relationship orinterest, and as to the contract or transaction, are disclosed or are known to the Board or thecommittee, and the Board or committee in good faith authorizes the contract or transaction by theaffirmative vote of at least a majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or{01544800.DOCX; 4}

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(ii) The contract or transaction is fair to this corporation as of thetime it is authorized, approved, or ratified by the Board or committee.
Section 2.
Quorum. Common or interested directors may be counted indetermining the presence of a quorum at a meeting of the Board or of a committee which authorizes
a contract or transaction described in Section 1 aboveArticle VII.
Section 3.
Conflict of Interest Policy. Each director and officer of thiscorporation shall comply with any policies of this corporation regarding conflicts of interest.
ARTICLE VIII
INDEMNIFICATION AND INSURANCE
Section 1.

Indemnification. To the fullest extent permitted by law:(a)This corporation shall indemnify any Indemnified Person, for and against
all expenses (including attorneys' fees), judgments, Fines and amounts paid in settlement actuallyand reasonably incurred by that Indemnified Person in connection with that Action.
Notwithstanding the foregoing, this corporation shall indemnify any Indemnified Person seeking
indemnification in connection with an Action (or part of an Action) initiated by that person only
if that Action (or part of that Action) was authorized by the Board.
(b)This corporation will pay expenses as incurred by any Indemnified Person
in connection with any Action; provided, that, if these expenses are to be paid in advance of the
final disposition of an Action, then the payment of expenses will be made only upon delivery tothis corporation of an undertaking, by or on behalf of the person, to repay all amounts so advanced
if it is ultimately determined that the person is not entitled to be an Indemnified Person orotherwise. Notwithstanding the foregoing, this corporation shall pay expenses as incurred by any
Indemnified Person in connection with an Action (or part of an Action) initiated by that person
only if that Action (or part of that Action) was authorized by the Board.
(c)This corporation may purchase and maintain insurance on behalf of any
Indemnified Person against any liability asserted against that person, whether or not thiscorporation would have the power to indemnify the person against that liability under theprovisions of this Article VIIIArticle VIII or otherwise.
(d)
The provisions of this Article VIIIArticle VIII will be applicable to all
Actions made or commenced after the adoption of this Article VIIIArticle VIII, whether arisingfrom acts or omissions occurring before or after its adoption. The provisions of this Article
VIIIArticle VIII will be deemed to be a contract between this corporation and each director or
officer who serves in that capacity at any time while this Article and the relevant provisions of thelaws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or
modification of this Article VIIIArticle VIII will not adversely affect any right or protection of any
Indemnified Person in respect of any act or omission occurring prior to the time of the repeal or
modification.

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(e)
If any provision of this Article VIIIArticle VIII will be found to be invalid
or limited in application by reason of any law or regulation, that finding will not affect the validityof the remaining provisions of this Article VIIIArticle VIII. The rights of indemnification provided
in this Article VIIIArticle VIII will neither be exclusive of, nor be deemed in limitation of, any
rights to which any person described in subsection (a) of this Article VIIIArticle VIII may
otherwise be entitled or permitted by contract, the Certificate of Incorporation, vote of the Board,or otherwise, or as a matter of law, both as to actions in the person's official capacity and actionsin any other capacity while holding that office, it being the policy of this corporation thatindemnification of any Indemnified Person will be made to the fullest extent permitted by law.
(f)This corporation may, by vote of the Board, provide indemnification andadvancement of expenses to employees and agents of this corporation with the same scope andeffect as the foregoing indemnification of and advancement of expenses to directors and officers.
(g)
Definitions. As used in this Article VIIIArticle VIII, the following terms
will have the following meanings:“Action” means any threatened, pending, or completed action, suit, proceeding or
inquiry (brought in the right of this corporation or otherwise), whether civil, criminal,
administrative, or investigative, and whether formal or informal, including appeals arising from orin connection with the acts or omissions of this corporation or any person acting within the scopeof such person’s role with this corporation.
“Eligible Person” means: (1) any individual who is a former or current director or
officer of this corporation; (2) any former or current director or officer of this corporation, who
while a director or officer of this corporation, is or was serving at the request of this corporation
as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, which includes, without limitation, employee benefit plans; and(3) the foregoing persons’ heirs, executors, guardians, administrators, assigns, and any other legal
representatives.
“Fines” includes, without limitation, any excise taxes assessed on a person withrespect to an employee benefit plan.
“Indemnified Person” means: any Eligible Person who was, or is, a party, or isthreatened to be made a party to, or is involved in (including as a witness), any Action by reasonof the fact that the person is an Eligible Person.
ARTICLE IX
GRANTS ADMINISTRATION
Section 1.
Purpose of Grants. This corporation shall have the power to makegrants and contributions and to render other financial assistance for the purposes expressed in theCertificate of Incorporation.
Section 2.
Board of Directors Oversight. The Board, or any person or persons
on whom such power may be conferred by the Board, shall make policy with regard to grants. The{01544800.DOCX; 4}

15

Board shall retain ultimate control over all grants, contributions, and other financial assistancegiven by this corporation.
Section 3.
Refusal; Withdrawal. The Board, in its absolute discretion, shallhave the right to refuse to make any grants or contributions, or to render other financial assistance,
for any or all of the purposes for which the funds are requested. In addition, the Board, in its
absolute discretion, shall have the right to withdraw its approval of any grant at any time and use
the funds for other purposes within the scope of the purposes expressed in the Certificate ofIncorporation, subject to any charitable trust imposed on such funds and any rights of third parties
under any contract relating to such grant.
Section 4.
Accounting. The Board shall determine under what circumstances
to require that grantees furnish a periodic accounting to show that the funds granted by thiscorporation were expended for the purposes that were approved by the Board.
Section 5.
Restrictions on Contributions. Unless otherwise determined byresolution of the Board in particular cases, this corporation shall retain complete control anddiscretion over the use of all contributions it receives, and all contributions received by thiscorporation from solicitations for specific grants shall be regarded as for the use of this corporationand not for any particular organization or individual mentioned in the solicitation. This corporation
may accept contributions earmarked by the donor exclusively for allocation to one or more foreignorganizations or individuals only if the Board of this corporation: (a) has determined that the
specific charitable activity for which the donation was made furthers this corporation’s exempt
purposes; (b) has approved in advance disbursements of funds to support such charitable activity;(c) retains discretion and control as to the use of the contributions received by this corporation;and (d) exercises appropriate supervision to ensure funds are actually spent for the intended
purposes.
ARTICLE XMISCELLANEOUS
Section 1.
on December 31.

Fiscal Year. The fiscal year of this corporation shall end each year

Section 2.
Contracts, Notes, and Checks. All contracts entered into on behalfof this corporation must be authorized by the Board of Directors or any person or persons on whomsuch power may be conferred by the Board, and, except as otherwise provided by law, every check,draft, promissory note, money order, or other evidence of indebtedness of this corporation shall besigned by any person or person on whom such power may be conferred by the Board.
Section 3.
Amendments. As provided in the Certificate of Incorporation, theConsortium Members or the Board of Directors may amend or repeal these Bylaws or adopt new
bylaws. Any amendment or repeal of these Bylaws or the adoption of new bylaws shall require:(a) if by the Consortium Members acting alone, the Requisite Member Vote;or{01544800.DOCX; 4}

16

(b) if by the Board, (i) the affirmative vote of at least seventy-five percent(75%) of the directors then in office with (ii) Consortium Member approval by theRequisite Member Vote.
Section 4.
Required Financial Audits. For any tax year in which thiscorporation is required to register and file reports with the Attorney General of the State of California
and has gross revenues of $2 million or more, excluding grant or contract income from any
governmental entity for which the governmental entity requires an accounting, this corporation
shall obtain a financial audit. Whether or not they are required by law, for any tax year in which
this corporation is required to register and file reports with the Attorney General of the State ofCalifornia, any audited financial statements obtained by this corporation shall be made available
for inspection by the Attorney General and the general public within nine months after the closeof the fiscal year to which the statements relate, and shall remain available for three (3) years (1)by making them available at this corporation's principal, regional, and district offices during
regular business hours and (2) either by mailing a copy to any person who so requests in person or
in writing or by posting them on this corporation's website.
Section 5.
Governing Law. These Bylaws shall be construed and interpretedin accordance with the laws of the State of Delaware as amended from time to time, so as to givefull effect and validity to the intent and meaning of these Bylaws.
Section 6.
Facts Ascertainable. When the terms of these Bylaws refer to a
specific agreement or other document to determine the meaning or operation of a provision hereof,
the Secretary of the Corporation shall maintain a copy of such agreement or document at the
principal executive offices of the corporation and a copy thereof shall be provided free of charge
to any member of the Corporation who makes a request therefor.

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CERTIFICATE OF SECRETARY

I, Wendy Seltzer, certify that I am Secretary of World Wide Web Consortium, Inc.,a Delaware nonprofit nonstock corporation, and that the above Bylaws, consisting of 17 pages, are
the Bylaws of this corporation as adopted by unanimous written consent of the Board of Directors,
effective as of October 19, 2022.

DATED:

19 October, 2022/s/ Wendy Seltzer
Wendy Seltzer, Secretary{01544800.DOCX; 4}