SECOND AMENDED and RESTATEDCERTIFICATE of INCORPORATIONofWORLD WIDE WEB CONSORTIUM, INC.,a NONPROFIT NONSTOCK CORPORATION
Pursuant to Sections 242 and 245 of the General Corporation Law of the State ofDelaware, World Wide Web Consortium, Inc., a nonprofit nonstock corporation organized andexisting under the laws of the State of Delaware, does hereby certify:
FIRST: That this corporation was originally incorporated on December 16,
2019, under its current name, and an amended and restated Certificate ofIncorporation was filed with the Secretary of State of the State of Delaware onOctober 19, 2022.
SECOND: That the Certificate of Incorporation of this corporation is
hereby amended and restated to read in its entirety as set forth in the attached
Amended and Restated Certificate of Incorporation.
THIRD: That the attached Second Amended and Restated Certificate ofIncorporation was duly adopted by the members of the governing body of thiscorporation and the members of this corporation in accordance with the provisionsof Sections 242 and 245 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to besigned by Seth Dobbs, its authorized officer, this ____day of _______, 2024.

By:
Name: Seth Dobbs
Title: Chief Executive Officer

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SECOND AMENDED and RESTATEDCERTIFICATE of INCORPORATIONof WORLD WIDE WEB CONSORTIUM, INC.,a NONPROFIT NONSTOCK CORPORATIONFirst: The name of this corporation is World Wide Web Consortium, Inc. (the “Corporation”).
Second: The registered office of the Corporation in the State of Delaware is located at 3500
South DuPont Highway, City of Dover, County of Kent, Delaware 19901. The name of theCorporation’s registered agent at such address is Incorporating Services, Ltd.
Third: The Corporation is a “nonprofit nonstock corporation” as defined in Section 114(d)(3) ofthe General Corporation Law of the State of Delaware (the “DGCL”) and, as such, shall not be
authorized to issue any shares of capital stock. The specific and primary purpose of theCorporation is to engage in charitable, educational and scientific activities within the meaning ofSection 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding
provision of any future United States Internal Revenue Law (the “Code”). The Corporation shallseek global participation in carrying out its mission, which it shall endeavor to conduct throughthe activities of its global team, membership, and community.
Fourth: The W3C Process Document (as amended, modified, supplemented and/or restated fromtime to time in accordance with the terms contained therein, the “Process Document”) sets forthcertain aspects of the organizational structure of the Corporation and the processes,responsibilities, meetings (other than meetings of the members of the Corporation and meetingsof the Board of Directors of the Corporation as set forth in the bylaws of the Corporation (as thesame may be amended and/or restated from time to time, the “Bylaws”)), and functions thatenable the Corporation to accomplish its mission. The Consortium Members (as defined in theBylaws) are hereby empowered, and shall have the exclusive right, to amend, modify, revise,supplement and/or restate the Process Document pursuant to the terms of the Process Document.
Fifth: The Corporation is organized and operated exclusively for exempt purposes within themeaning of Section 501(c)(3) of the Code. Notwithstanding any other provision of this Amendedand Restated Certificate of Incorporation (as the same may be amended and/or restated from time totime, the “Certificate”), the Corporation shall not carry on any activities not permitted to be carriedon (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or (2)by a corporation, contributions to which are deductible under Sections 170(c)(2), 2055(a)(2),
2106(a)(2)(A)(ii), 2522(a)(2), or 2522(b)(2) of the Code. Except as permitted by law, no substantial
part of the activities of the Corporation shall consist of the carrying on of propaganda or otherwise
attempting to influence legislation, nor shall the Corporation participate in, or intervene in (including
the publication or distribution of statements), any political campaign on behalf of or in opposition to
any candidate for public office.
Sixth: The property of the Corporation is irrevocably dedicated to charitable purposes, and no partof the net income or assets of the Corporation shall ever inure to the benefit of any director, officer,{01535124.DOCX; 6}1453407.1

or member of the Corporation, or any other private person; provided, that for the avoidance ofdoubt, the Corporation shall be authorized and empowered to pay reasonable compensation forservices rendered and to make payments and distributions in furtherance of the purposes set forthin Article Third above. Following the dissolution and completion of the winding up of the affairsof the Corporation, and after paying or adequately providing for the debts and obligations of theCorporation, the remaining assets shall be distributed to a nonprofit fund, foundation orcorporation which is organized and operated exclusively for charitable purposes and which has
established its tax exempt status under Section 501(c)(3) of the Code. Any such assets not so
disposed of shall be disposed of by the circuit court of the city or county in which the principal
office of the Corporation is then located, to be used exclusively for purposes that are charitable,
educational, or scientific within the meaning of Section 501(c)(3) of the Code or to anorganization or organizations as said court shall determine which are organized and operated
exclusively for such purposes.
Seventh:A.
Except as otherwise expressly provided by this Certificate (including,without limitation, the provisions of Article Fourth and the terms of the Process Document
referenced therein) or the DGCL, the business and affairs of the Corporation shall be managed byor under the direction of its governing body, which shall be known as its Board of Directors.
B.
The Corporation shall have one or more members, and the conditions ofmembership or other criteria for identifying members shall be stated in the Bylaws.
C.
The decision of the Corporation to enter into or renew a Partnership
Agreement shall be approved by the Board of Directors by the vote majority specified in theBylaws); provided, however, that the director elected by the Partner Member (as defined in theBylaws) in question shall have no voting power on, and shall not be counted for purposes ofquorum or voting with respect to, such decision.
D.
Elections of the Board of Directors need not be by written ballot unless theBylaws of the Corporation so provide.
E.
Except to the extent restricted by the Bylaws, any action, other than a SuperMajority Vote (as defined in the Bylaws), required or permitted to be taken by the Board ofDirectors may be taken without a meeting and without prior notice if a majority of directors thenin office (or such greater number of directors as may be required by law or the Bylaws of thiscorporation) for the taking of any such action at a meeting consent thereto in writing or byelectronic transmission (collectively, "by written consent"), and the writing or writings, orelectronic transmission or transmissions, are filed with the minutes of proceedings of the Boardof Directors, provided that:

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i.

such written consent shall have been sent simultaneously to all directors
then in office for their consideration;ii.

prompt written notice (which may be given by electronic transmission) of
any action so taken is given to those directors who have not consented inwriting or by electronic transmission; andiii.

one or more such directors have not objected in writing or by electronictransmission, to the taking of any such action by written consent, with such
notice being delivered to this corporation within ten business days
following the date that the original proposal to take action by writtenconsent was mailed or otherwise delivered to such directors. For purposesof these Bylaws, a business day shall be any non-weekend day that is notthen a Federal holiday in the United States.

(b)
Notwithstanding the foregoing, the ability of one or more non-consenting
directors to prevent the taking of an action by written consent as provided for above shall notprevent any such action from being taken at a later date at an actual meeting of the Board ofDirectors.
(c)Unless otherwise restricted by the Bylaws, any action required or
permitted to be taken at any meeting of any Board of Directors Committee may be taken in themanner set forth above.
After an action by consent is taken, the writing or writings or electronictransmission or transmissions shall be filed with the minutes of proceedings of the Board ofDirectors. Such filing shall be in paper form if the minutes are maintained in paper form andshall be in electronic form if the minutes are maintained in electronic form.
Eighth: To the fullest extent permitted by law, the directors (including any persons performing theduties of directors pursuant to this Certificate and Section 141 of the DGCL) and officers of theCorporation shall not be liable to the Corporation or its members for monetary damages for breachof fiduciary duty. No modification, amendment or repeal of this Article Eighth shall apply to or
have any effect on the liability or alleged liability of any director (including any persons
performing the duties of directors pursuant to this Certificate and Section 141 of the DGCL) or
officer of the Corporation for or with respect to any act or omission on the part of such director(including any person performing the duties of a director pursuant to this Certificate and Section
141 of the DGCL) or officer occurring prior to such modification, amendment, or repeal.
Ninth: Any amendment to this Certificate must be approved by a vote of seventy-five percent(75%) of the directors then in office. In addition, in accordance with Section 242(b)(3) of theDGCL, this Certificate shall not be modified, amended, or repealed (whether by merger,consolidation, conversion, or otherwise) without the Requisite Member Vote (as defined in theBylaws) of the Consortium Members, acting at a duly called meeting of the Consortium Members
or by consent in lieu of a meeting. The provisions of the Bylaws governing quorum requirements
and voting of members on any matter submitted to a vote of members (including the election orremoval of directors) shall be deemed to be incorporated herein by reference, except to the extent
inconsistent with the express terms of this Certificate.
Tenth: The Bylaws may be adopted, amended or repealed by the Consortium Members, acting
by a vote or consent of the Consortium Members in accordance with Article XII, Section 3 of theBylaws. No members (other than the Consortium Members) shall have the power to vote on theadoption, amendment or repeal of the Bylaws. The Board of Directors shall have the power toadopt, amend, or repeal the Bylaws in accordance with, and subject to the terms of, Article XII,1453407.1

Section 3 of the Bylaws or any successor provision thereto.
Eleventh: Without infringing on the rights of members to remove directors under Section 141(k)of the DGCL:
A. The Board of Directors may also remove any director with cause by theaffirmative vote of at least seventy-five percent (75%) of the directors then in office (excluding
the director who is the subject of such vote); andB. In the event of a termination of membership in the Corporation of any PartnerMember, the director elected by such Partner Member shall immediately cease to be, and shall be
automatically removed as, a director of the Corporation.

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