# Board F2F 2024-01-15

## Morning, 0900-0915 Reminders and Agenda review for all days

Mark explains where to get food, water, power, Internet, and various other essentials. Group dinner on Thursday.

Acknowledgement of the indigenous origins of the land.

David reviews the agenda. Today is Committee meetings.

Next meeting is at AC in Hiroshima, need to figure out the agenda there also.

Reminder to update conflicts of interest disclosure as needed and declare any Conflicts of Interest any Director has with any agenda item (and formally, they should leave the room for that agenda item).

## Finance Committee

[Tues-Fri 16-19 January 2024, 09:00 to 17:30 Australian Time.](https://www.w3.org/events/meetings/a886de45-3784-49f7-91bc-c8ab540ff042/20240116T090000/)
<br>BOARD CONFIDENTIAL (MEMBER CONFIDENTIAL after approval of minutes)

The redacted Member-visible agenda is in the linked calendar entry and in the redacted agenda. Teleconference Details are in the linked Calendar entry.

Hybrid meeting. See the [Planning Wiki](https://www.w3.org/Member/wiki/BoD/Melbourne202401).

Venue: [RMIT Building 106 - 222 Lonsdale Street](https://lists.w3.org/Archives/Board/board/2024Jan/0005.html)

# Day 0, Tuesday Jan 16th, Committee meetings

## Morning, 0900-0915 Welcome, Logistics, Reminders and Agenda review for all days

Welcome and logistics from the host.

Agenda review.

Reminder to
1) update your conflicts of interest disclosure as needed and
2) declare any Conflicts of Interest any Director has with any agenda item (and formally, they should leave the room for that agenda item).

## Morning, session one 0915-1030: Finance

(This session has been placed first to enable call-in from the east coast of the USA.)

1. [Preliminary Financial Report](fy23-preliminary-november-financial-report-1.10.24.xlsx) as of 30 November, 2023

2. [Cash Flow and Liquidity Report](2024-01-16/w3c-fy23-cashflow-liquidity-12.31.23.xlsx) as of 31 December, 2023

3. [Revenue Recognition](/W3C%20Inc%20-%20Revenue%20Recognition%20Policy%20-%2010%20Jan%20draft.docx), [AR](W3C%20Inc%20-%20AR%20%26%20Cash%20Receipts%20Policy%20-%2010%20Jan%20draft.docx) and [AP](W3C%20Inc%20-%20AP%20%26%20Cash%20Disbursement%20Policy%20-%2010%20Jan%20draft.docx) Priority Policies (draft)

4. Timeline for Q2, Q3 and Q4 functional expense reports

Gonzalo reviews FinComm agenda and materials, which was posted very recently due to Bill's resignation.
1. Presenting preliminary financial report from November. Mauro will give status update.
2. Review cashflow and Membership payment report.
3. Revenue recognition. Need a FinComm resolution to give management to continue discussing with pre-auditors and auditors.
4. Discussing formal timeline for releasing reports. Some 2023 reports will be restated. Want to get into a cadence for getting this prepared for FinComm, Board, community.

Gonzalo: Welcome back, Eric!

Gonzalo: Bill has left, so Seth is discussing what to do, whether to hire a new full-time CFO or contract someone, etc.

Ralph: I want to thank Mauro for stepping in to bridge this gap. And also for working on a holiday.

Mauro: 4 points, going to highlight the most important figures.

Mauro presents the 2023 YTD Preliminary Financial Report, as of 30 November 2023.

Mauro: Net income of about $1.7 million. Key driver of savings is that W3C has spent less than budgeted in personnel, given several open positions.

Mauro presents the balance sheet.

Mauro: We have assets of about $4.6 million, of which $2.3(?) million is in cash.

Mauro: Nothing else to highlight, discussed at length at prior meetings.

Mauro: We expect the Audit Committee to engage with an audit firm soon. After discussing with them, we'll have a better idea of the timeline for audited financial statements.

Robin: Audit Committee has 3 candidate auditors. One declined, other two haven't answered yet; expect replies by end of next week.

Eric: Does the revenue number exclude Beihang and ERCIM?

Mauro: No, it includes ERCIM but not Beihang.

Mark: I have comments about reports overall. They look good, have improved a lot since last few sets. Especially appreciate details in the notes.

Mark: Main concern is that in addition to core reports, we also have accounts receivable etc. I don't think we need that level of reporting, distracting to Board.

Mark: Also confused about cash flow statement embedded separately.

Mauro: Plan is not to provide that level of detail to the Membership. Plan is to have Q2, Q3, Q4 similar to format of Q1 that was already released -- high-level financials and functional expenses. This level of detail is only for Finance Committee (and therefore also provided to the Board), but not for presentation to the Board.

Mark: We have fiduciary responsibility. I need to see numbers, especially cashflow every month. Unsure we need to see accounts receivable.

Gonzalo: I want to get to regular cadence so no surprises, everything predictable. Expect to see reports monthly, delay of month from close of the month. Then quarterly to the Board, and and quarterly to the community. Of course if Board wants to see montly, can see monthly. Could add monthly presentation to Board, or have Board members interested join FinComm session to avoid presenting twice.

Mark: Should be sent to Board regularly, probably monthly. Doesn't need to be presented. But opportunity to ask questions.

Léonie: By present do you mean make a presentation, or make available?

Gonzalo: FinComm will review and discuss together monthly. Present highlights quarterly to the whole Board.

Gonzalo: Wrt level of detail, don't want to swamp FinComm or Board with too much detail is good. Mauro tried to summarize highlights in his presentations.

Gonzalo: We have an ongoing discussion in FinComm regarding cash collection, that's why accounts receivable report is there. Asked Mauro to continue presenting this until more steady in collections.

Mauro: One more detail, notice that the P&N and balance sheet as of Dec 30th. Cash flow is Dec 31st. People didn't want to wait a full month to see cash flow report.

David: MIT membership dues transfer, only $1.3 million. Our estimate was $1.5 million, so aren't we a little short?

David: Line 8 Corporate Contributions, what is in $800K? Where did this money come from, and what's in it? Is it things like Apple's contributions to i18n, or does it include MIT transfers? Want to know if this will repeat next year.

David: $1.6 million in the black, but our personnel expenses are only $1 million under expectations.

David: Trying to understand what's the difference between this transition year and future years. What's unique to 2023 vs what's how we expect to operate in general.

Mauro: Ending 2023 in a very good financial position, with $2.5 million of unrestricted cash. Part of this good result is the contribution from MIT, part of it is less expenses than budgeted.

Mauro: For 2024, plan was approved by the Board in the budget.

David: Variation in Membership dues, e.g. $700K under wrt expectation. Need to understand these.

Gonzalo: We need to understand the steady state. Last 6 months has been good, flying steady. Then need to understand if we are happy with this level, do we need to do fundraising, etc. Not there yet, but working on it.

David: We need to do better at understanding these big questions.

Seth: Plan to create exective summary, followed by details.

Eric: To me, if you look at past year's financials, the revenue always hovered around $9 million. Always almost break-even. Here we are with substantial loss, but still positive net income. What are the causes? Is the discretionary funds from the hosts part of it?

Mauro: [Missed]. Closer to $6.5 million. Don't have Beihang here, so that's another consideration. Also you have cleaned revenue. There aren't outstanding invoices. This is true accounting, don't have 4 disparate financial reporting with different rules and reconciliations. All from one source. So what you have here is closer to the truth.

Mauro: One more thing to consider, Keio revenue is only recognized since April 1st, so not a full year. And you have ERCIM started invoicing in 2nd quarter, so also not a full year. In 2024, will see a better picture because will have Keio, ERCIM, and W3C for the full year.

Eric: Not surprised at revenue number, everything you explained about part-year; I had anticipated that. But what surprises me is that every other year was break-even, and wondering if Host discretionary dues (6%) is making a substantial difference. It's good that we are profitable, but want to understand the swing in the bottom line.

Mauro: Part of difference is changes in revenue recognition, part is due to open positions (savings in personnel).

Tantek: Question, income situation is very good, but recurring income vs one-time income wasn't very distinct. If you subtract MIT contribution from net income, it's barely one person's salary. So the picture doesn't seem clear. So I think reporting recurring income/expenses vs one-time income/expenses distinctly would help the Board assess how much budget we have to hire people.

David: The $1.5 million from MIT represents recurring dues (deferred income). Anything above that would be one-time contribution.

Tantek: Nonetheless, important to distinguish these two types of income, and note separately the recurring income.

Moriyama: In order to capture at high level, it would be great to have a graph, estimated vs actual. Last year was speical, but now we should do it.

Gonzalo: When presenting to Board, instead of drowning in numbers, give pie charts or graphs, so easily digestable.

Mark: No pie charts, and especially no 3D pie charts!

David: We will need to present a complete-year, complete world financial picture (including Japan and Beihang) at the AC meeting.

Gonzalo: Also why we are asking for audit timeline.

Gonzalo: These priority policies were discussed with FinComm, and this is follow-up. I don't want the Board to micromanage this type of thing, but have a proposed resolution from FinComm:

> WHEREAS the proposed priority policies for the FY2023 financial statements to follow have been presented to the Financial Committee, who found them reasonable.
>
> WHEREAS the proposed policies will need to be furthered discussed (and potentially refined) with the pre-auditors and auditors in order to get audit ready and eventually pass the audit.
>
> It is RESOLVED that the Financial Committee instructs management to continue the work to get audit ready based on the policies as presented.

Gonzalo: This was discussed with experts in FinComm; just bringing to Board as a sanity-check.

Judy: Did we ask a third-party to check this?l

Gonzalo: This is our pre-auditors. They have been analyzing our financials and proposed some decisions for us to make, called "priority policies". Mauro will review.

Gonzalo: This pre-audit discussion is different from discussion with actual audit.

Mauro: We sent 3 priority policies, they are very simple policies. Revenue Recognition Policy, AR & Cash Receipts Policy, AP & Cash Disbursement Policy.

Mauro: Want to review Revenue Recognition policy, particularly one point. In conversations with the pre-audit CPA, they felt that W3C Membership fails the test to be a 606 revenue. She feels there are not enough arguments to be an exchange revenue. To be an exchange revenue means recognizing revenue across 12 months. She felt because of the nature of the Membership in which we have different tiers, but each Member has access to same benefits, it's not truly a membership, not truly an exchange, but is truly a contribution. She felt that we could treat the lowest level of Membership (~$8K) as a membership for everybody. If you pay $25K, then $8K is membership and $17K is contribution. She felt comfortable with that. Because it's simpler from accounting perspective to treat everything as contribution, we are proposing to treat all memberships as contributions.

Mauro: There are several options in the opinion of the CPA. When we engage with audit form, we will provide the policies to the audit firm. And they may say "no, this is not a contribution, this is an exchange". We can continue doing as deferred revenue. The auditor might agree or disagree with that, and may ask for adjustment.

Mauro: In other words, if we want to go with CPA's recommendation, you have the policy in your inbox. If we want to continue treating income as deferred exchange revenue, then we can do that, and argue that the amount they are contributing is commensurate to the value they are getting.

Mauro: Auditor might or might not agree with our choices here. But it's up to you how we should manage this.

Gonzalo: We will need to refine in discussion with pre-auditors and auditors.

Gonzalo: One option is 100% contribution. That's our current recommendation. When you try to split out the services vs contributions, its a slipperly slope. It's much cleaner to say this is a contribution. Especially since we are 501c3, it is more consistent.

Dom: Wasn't clear if this is something we would do moving forward, or retroactively as well for 2023?

Gonzalo: Yes, the audit would be over 2023 financials, so this would be applied rectroactively from 1 Jan 2023, and into the future, for consistency.

Dom: So would we treat the deferred revenue from the hosts as contributions?

Gonzalo: That has to be discussed with pre-auditors as well.

David: I'm uncomfortable with this. Membership over a certain threshold is accrued over time, not immediately. And typically larger members have a larger load on W3C than smaller. And the membership dues are not optional.

Mark, David: Really want to hear what the auditors have to say.

Eric: For the record, I'm extremely uncomfortable with the proposed ideas.
1. We have for years been paying these membership dues out of our business unit. If this becomes a charitable contribution, that comes from Intel Foundation. For us, it is a business expense that we have been writing off. So restating after the fact would be a problem for us.
2. If we go into audit and present as a contribution, and the auditor idsagrees, that's a major, material adjustment, and could lead to Qualified Opinion.

Léonie: AP policy mentions cheques. How much business does W3C do in cheques?

Various: It's generally necessary, even if it's inconvenient and messy.

Gonzalo: Good for Board to understand what we're doing.

Mauro: I don't feel strongly either way, if majority of FinComm wants to do deferred revenue it's fine; if want to follow CPA recommendation to treat as contribution, also fine. I don't share Eric's concerns because we will explain to the auditor that the policy is based on report of previous CPA. If auditor feels we need to change the method of revenue recognition, we can do it quickly.

Mark: FinComm is delegated power wrt formatting of reports, but not to instruct audits or policies. I don't think you need a motion to continue working on it.

[Discussion of various possible resolutions.]

Gonzalo: I can edit the resolution, or we can go ahead without a resolution.

Dom: Does management need support from FinComm to continue working on this?

Gonzalo: I'll make some notes and move on then.

Mauro: With regards to functional breakdown of expenses. We already have November financials, and soon will have Q4. I wanted to ask FinComm, for approval for managment to use the same functional allocations that were used for Q1. Most expenses are easy to classify as programmatic vs fundraising. But the tricky part is to allocate e.g. someone like Ralph, which needs a formula for the breakdown. We have that for Q1, and so without having to go and review for other quarters, can use the same allocation throughout 2023, to quickly prepare reports for the Board and the community.

Gonzalo: Is there any indication that allocations have changed over the quarters?

Mauro: No.

Gonzalo: Any objections? If not then please go ahead.

Mauro: Proposal that going forward, we will release monthly financials to the Finance Committee, and quarterly financials to the Board and the community. Quarterly would have high-level overview.

Mark: For the Board (and the community), we want the three core reports presented. Board should also have access to monthly reports, not presentation, but opportunity to ask questions.

David: I want the Board to have a budget and cashflow projectiosn; quarterly reports, performance against budget, performance against cashflow. We should be seing on a regular basis. As part of the reports, I would expect to see highlights: things we should notice as part of the narrative.

Mark: I think you mean YTD, not quarterly.

Gonzalo: In addition to 3 statements, I would also like at least FinComm to see how we're doing against budget.

Seth: Issued quarterly, YTD, with notes.

Gonzalo: Available ot FinComm means also to be available to Board.

Mark: Pointer to the Board on a regular basis would be good. Tooling is not great.

Gonzalo: Wrt cashflow projections, do we need that in addition to performance against budget? We are no longer in emergency mode, at risk of defaulting.

David: We don't yet have a reserve, so we should be watching our ability to manage cash at least quarterly.

Gonzalo: Won't be so different from budget going forward.

David: Also matters if doing accrual accounting. If you accrued dues, but haven't been paid yet, you could be running out of cash even if budget is OK. It should be trivial; if at some point we no longer need, can drop it then.

Set: Report format could change over time.

David: Also need to get the various ratios, metrics, etc. But need to first have consistent and complete reporting. Once we have that machine working, we can add other measurements.

Moriyama: Once we have improved reporting, FinComm members can review, and if anything important, can report to the Board without waiting for quarterly.

David: My finance guy starts with the key indicators, and if I have a question, drills down into details. This is what we want.

Chunming: Thanks Mauro and Gonzalo. I like today's discussion because we are resolving many longstanding problems with financial reporting.

Chunming: I'm confused by the first slide, approval for management to use same percent allocation for Q2/Q3/Q4. What's the motivation for that?

Gonzalo: In the past we used natural allocation, e.g. personnel vs non-personnel. Now we are using functional allocation: mission, admin, fundraising. This lets us derive KPIs around overhead, etc. This is important for keeping our 501c3 status.

Gonzalo: In order to divide our expenses by function, we need to make allocation. Consider Ralph, what portion of his time is mission work, vs admin, etc? This is the allocation.

Chunming: So we do this allocation in Q1 and use that allocation for the whole year?

Gonzalo: Yes, that is the proposal. Bill did the analysis in Q1. If nothing has changed, then we will continue using that allocation.

Chunming: Then for 2024, we will do it in Q1, or re-do in every quarter?

[missed response]

Eric: When it comes to cashflow monitoring, I think the Board needs to be aware that there's a difference between operating cash level and your cash collection. We were lucky that MIT and Keio transferred more cash. But when you look at our projected cash collection, we underperform. We are in a good cash position due to transfers, but looking at collections through Q1-Q3, it was way below Bill's projections. That leads to important KPI that we need to measure, which as AR turnover. How quickly are we collecting on those AR? So we need to make this distinction, otherwise possible we could run into problems next year.

Eric: In terms of allocation ratio, it's not a fixed ratio. If someone is working on a program, and he quits. Now his salary is no longer in the expense item, so your program expenses just went down, and overhead went up. So if allocate based on percentage, its not accurate. Have to look at the individual employees and when they are hired / quit, and adjust accordingly. This then affects our efficiency ratio (overhead vs mission), that we need to track.

Seth: Allocation is by headcount, so we're making that allocation consistent. Don't want to use a fixed ratio for the year because of staff changes.

Dom: We did have a number of staff significant changes in 2023. How material will that be in the final functional analysis? Not updating individual allocations makes sense, but headcount has changed in a significant way.

Seth: We will look into that.

Mauro: Thanks, we'll follow up.

Elika: Would be good to have a clear summary of the conclusions from this session.

Gonzalo: I have taken notes.

## Break 30 minutes

## Morning, session two 1100-1230: Governance 1

(Ian Jacobs arrives at the meeting and begins to take notes.)

1. Approve minutes - 2023-12-13

(Minutes approved by consensus.)

2. Issue discussion: items for input to management
- see the [project board](https://github.com/orgs/w3c/projects/28/views/1)

Seth: +1 to using this approach as a starting point.

Dom: How will closure work?

Seth: I expect to acknowledge, bring into management, and close.

Tantek: I would not support closing on acknowledgment due to lack of transparency.

Mark: It would be good to have follow-up at the appropriate time (e.g., six months later, what's going on on this topic?). The issue would still exist, but it would not longer be under the purview of the Board.

Elika: It should be tracked somewhere as an issue "to be resolved."

Mark: I am hesitant to create a repo for Members to track all the actions within the Team.

Dom: That's not a Board decision.

(More discussion about visibility into management activities.)

Seth: We'll need to work together on the level of reporting.

(Review of issues in column "Input to Membership")

Dom: What role does Board play in ensuring elections take place?

Mark: Oversight role only.

3. Issue discussion: bylaws

Mark: For changes we need to come up with proposals, have them vetted by counsel, and then approved by Membership. Please consider the urgency of each item (e.g., for a batch for a bylaws revision this year).

Dom: Before election or after?

Mark: Ideally before the election.

David: Suggest to highlight upcoming changes at April meeting.

Mark: +1

- [#7](https://github.com/w3c/board/issues/7): Officers as standing attendees of Board and Committees

Mark: This is not urgent since we have a policy to enable this. This change alone would not justify a revision.

David: If we do a revision, we should roll it in.

- [#18](https://github.com/w3c/board/issues/18): Board eligibility

Mark: I think we can close 18 with no action. Bylaws addresses change of affiliation. It's a lot easier to put restrictions on AB/TAG participation in the Process Doc than in the bylaws.

Dom: There are no constraints currently on who can be nominated.

Mark: Minimal way is for nomination to be from a W3C Member.

David: I would prefer a limitation "those who nominate must be eligible to vote."

Mark: The section qualification is an ongoing requirement, not just "when you are elected."

Mark: We need to get clarification from counsel whether the bylaws need clarification around whether an election must take place in the case where a Member-elected Director vacates a seat.

- [#107](https://github.com/w3c/board/issues/107): Meeting requirements

Mark: We need to ask counsel whether Delaware law requires a meeting or whether we can choose not to hold a meeting when there is no business.

Elika: There is a value to keeping the meeting even when no business, as a checkpoint.

- [#129](https://github.com/w3c/board/issues/129): Board voting without a meeting

Mark: After discussion with Counsel: we can change the bylaws to allow something like an evote that allows yes/no/object to evote. If two or more object, then it automatically fails, otherwise acts like an ordinary vote.

Gonzalo: If we don't have an executive committee, We need a mechanism for urgent votes that is more efficient and less complicated than the current mechanism.

David: I would like to change the bylaws that don't require 100% consent. I'd like to allow "recuse" and "abstain"

Mark: I think that's a separate issue. In an ordinary vote on this Board, if you abstain it's tantamount to a "no." There is a difference between "abstention" and "not voting." If you don't hear from someone, you assume they did not object. I'll go to Counsel to work out the details. I will talk to Counsel about time window.

- [#147](https://github.com/w3c/board/issues/147): Consortium Director Election impact on Continuity

Elika: AB has 2 ways to help with continuity: (1) staggered elections and (2) courtesy extension period.

Tantek: Cultural continuity is important. Important to write down experiences. It may be possible to update the bylaws to include constraints on the Board to encode that which is done by norm today.

Dom: IMO, I don't think we will be able to revise election procedures in advance of upcoming election. And I don't think we should hold up a bylaws revision for this issue.

Mark: I propose to close this issue. One way to improve continuity is to appoint other seats; that's on agenda later.

David: I support closing this issue.

Léonie: I suppose closing this issue.

- [#148](https://github.com/w3c/board/issues/148): Consortium Director Election overlap

Chunming: I want to avoid a period where there are too many voting directors. But I would support inviting non-voting guests.

Mark: The kernel of the problem is that the new Directors are seated immediately after the election. The ISOC language creates a gap by shifting the seating of the Directors to the end of the next meeting.

Gonzalo: Right, there is an onboarding process up to the meeting, and then a meeting with all the Directors, and then the transition at the end of the meeting.

Mark: The Board can choose the timing of both the election (outcome) and the next meeting.

Elika: The AB usually closes about a month before the end of the term. During the interim, the AB invites the incoming elected people as guests. After the new people are seated, we typically invite the departing guests to attend up to and including the next F2F meeting (about a month).

Mark: I think we can address most of that; the core question is what change to the bylaws is needed.

Elika: You can also invite people to Committees for a longer period of time.

(Adjourned for lunch.)

## Lunch 1230-1400

## Afternoon, session three 1400-1530: Governance 2

4. Issue discussion: policies etc.
- [#47](https://github.com/w3c/board/issues/47): Scheduling Annual Meetings

Mark: One idea is to have a meet the candidates session at TPAC, followed several weeks later by a remote Consortium Member meeting. I'd like to have community discussion that is not just limited to the AC.

Eric, David: +1 to meet candidates at TPAC.

Mark: Support for member meeting (remote) after TPAC (where election takes place)? The election tooling would support pre-election voting so we could announce outcome around the time of the Member meeting.

Dom: We'd need to start planning for this soon.

Elika: We timed the first Board election period so that the election would be open during TPAC, and closed shortly afterward. If you want the Board to have a month of overlap, due to end-of-year business, you probably don't want to seat the new board late in the year. I would recommend scheduling the election so it closes by the end of September, and the Board would be seated then in October.

Mark: We could hold Member meeting with quorum by proxy just after TPAC.

Mark: It would be good for management to bring forward a plan soon so that we can review it.

Seth: Agreed.

- [#106](https://github.com/w3c/board/issues/106): Committee Membership Policy

Mark: The proposal is for a policy where repeated absence (leading to issues of quorum) results in automatic removal from a committee.

David: One challenge is when a meeting is scheduled knowing that someone cannot attend. But I don't know how to fix this. It would be good to have some tooling to make clear Directors that if they miss a meeting they will be automatically reviewed.

Judy: If we only use meeting presence as a means of evaluation, and if someone has unavoidable circumstances (e.g. health issues), we might lose contributors. Reminders are very important. Positive encouragement is also important to motivate people and to encourage support of them from their companies.

Seth: A person can resubmit for committee appointments.

Gonzalo: Make clear in narrative of the policy that this is really just about quorum.

Dom: The ideal situation is that you don't have a meeting when you aren't going to have quorum. I'm not sure that kicking people out and then going through a Board meeting will have the real effect of shrinking committees ot the point of not being effective. At the time when a meeting is being scheduled, if there will be 3 people who cannot make it, you should find another time.

Mark: Chairs do that to a certain extent already.

Elika: You could have a policy where, e.g., if regrets are sent within 48 hours of announcement, you are not penalized. That would give more time to reschedule.

Seth: I agree that's a good structure.

Mark: But we tend to announce meetings in blocks.

Chunming: I'd prefer not automatic removal, but missing a number of meetings would simply be a trigger before an explicit Board vote.

Gonzalo: Automatic removal helps avoid potentially adversarial conversations. Perhaps we could have a policy where people who go on vacation are automatically removed from a committee, but automatically reinstated after vacation.

Mark: Something like that could work. I am hearing (1) make positioning clear that this is only about quorum and (2) having a freezing mechanism would be helpful.

Judy: I think the real goal is to make sure people are available.

Eric: We should allow for unanticipated illness as well.

Chunming: I think a conversation with the Director should take place prior to a decision to remove.

Dom: I would be more comfortable with the proposal with some sort of freeze mode. We should also prompt people to send regrets well in advance.

David: +1 to a freezing mechanism. One question is: do we have a minimum committee size?

Robin: Only needed in committees with delegated powers.

Mark: I believe the charters have requirements.

Ian: One could also document a "howto" with some good practices (e.g., sending regrets, chair conversations with directors, attempts to reschedule meetings based on availability, a reminder mechanism that does not burden the Chair, etc.)

Gonzalo: Yes, but not in the quorate policy.

Dom: The Bylaws allow alternates.

Seth: We could have standing alternates.

Mark: But an alternate who does not come to a lot of meetings, that doesn't help.

- [#111](https://github.com/w3c/board/issues/111): Board Travel Policy

Mark: Can we take this by consensus in the Governance committee?

Mark: This proposed policy adopted by consensus within the Governance Committee; we'll bring to the Board tomorrow.

- [#24](https://github.com/w3c/board/issues/24): Whistleblower Policy

Mark: Note, the proposed policy is for staff, Directors, contractors. But not Members, which is handled elsewhere (e.g., Process).

Dom: Operational aspects of handling information (as a Compliance Officer) is also important.

Elika: Would be preferable for the Board to appoint a Compliance Officer rather than the staff (e.g., if some staff were colluding).

Mark: This person has legal responsibilities in the role.

Dom: The Board should take responsibility for ensuring that there is a Compliance Officer. Otherwise there's a hole in the whistleblower policy.

Robin: Typically the Compliance Officer has a direct line to the Audit Committee.

Mark: I move to recommend to the Board for adoption. Robin seconded.

Motion adopted by the Committee by consensus.

- [#26](https://github.com/w3c/board/issues/26): Antitrust Policy

Mark: We've received a lot of feedback from the Membership. I would like to get feedback from counsel on that input, then have a discussion on any changes.

- [#133](https://github.com/w3c/board/issues/133): Board self-evaluation and development (transparency)

Mark: Any pushback to excluding self-evaluation from transparency policy (to create a safe space)? (No pushback.)

(Governance committee meeting adjourned.)

## Break 10 minutes

## Afternoon, session four 1600-1730: Personnel

1. Approve [minutes 2023-12-14](https://github.com/w3c-bod/board/blob/main/meetings/personnel/2023-12-14-minutes.md)

Dom: Any objection to approving 14 December minutes? Gonzalo seconds. (None)

Minutes approved by consensus.

2. CEO goals discussion

- Recap on 2024 CEO goals development process and relations to other goal-setting efforts (Dom)

Dom: In an ideal world we would have a clear set of Board-approved strategic objectives. We don't have them (but will discuss this topic tomorrow.) As a result of some structured solicitation of themes and Seth talking to Directors one-on-one, today we'll review CEO goals. These goals are mostly about setting a foundation for the organization (rather than setting a new path).

- Review of [proposed CEO goals](https://github.com/w3c-bod/board/blob/main/meetings/board/2024-01-16/2024-ceo-goals.pdf) to recommend for Board's approval

* The Board raised several points around future fundraising activities and opportunities.
* The Board discussed acquisition and retention strategy development.

Tantek: Engagement should be more explicit in the goals.

Seth: This would be captured in part under work on value of membership and what makes a good member.

Jun: I think that to support the effort around recruiting and retention, it's important that the scope of W3C's work be made more explicit.

Dom: The holistic membership plan should raise questions on the strategy discussion.

Léonie: The CEO goals effort will also provide data as input to the strategic discussions.

David: I think these are good foundational goals.

Robin: And the right priorities.

Léonie: What I like about the goals is that they span a variety of constituencies.

Moriyama-san: Are you prioritizing these 5 goals? These goals are inwardly focused.

Seth: Yes, that is by design. The larger plan will involve strategy development.

Judy: I like the fifth goal of better tracking technology trends. We should also make clearer that we need staff effort to do this kind of thing, including talking with Members. We also need to do more as an organization to extend our influence and spread values.

David: I'd like to know whether there is new Web-related work happening outside of W3C? Are we retaining the existing work (within the scope of the consortium)?

Chunming: I like the goals. For goal #4 (partnership renewal), do you anticipate big changes to the agremeent? I think we should identify the most urgent issues, although I'm not sure if this is micromanagement of the staff.

Mark: The scope of the web topic is lurking here. There may not be full buy-in in the community for a constantly expanding vision.

Dom: We'll discuss this tomorrow.

Tantek: +1 to "technology relevance". -1 to "technology trends"

Elika: "Partner agreement renewal" is too limited. I think it's more broadly "Retaining and improving partner relationships." There's a lot that could go into this. Also clarifying "who owns what" would be helpful.

Seth: I think of us having one global team. I don't want to mingle "team discussion" from contractual issues with partners. I agree that topics like asset transfers are part of ongoing operational questions.

Mark: In addition to the asset transfer question, there's an IPR transfer question. There are also risk management issues in the Board's purview if key assets are held outside of W3C. Partnerships are not a goal in themselves, they are a tool for us to pursue our mission. I think our partners are closely aligned with our mission.

Elika: Should we have another partner (e.g., in North America or some other region where we are less present))? May not solve in 2024 but we should bear in mind.

Seth: This year's CEO goals are "business as usual" to create a foundation for future strategic discussions.

Elika: Suggest clarification in asset ownership/transfer could be a good measurable goal. Also passing external audit.

Robin: Audit Committee is tracking the audit; I don't think we need to track this separately.

Gonzalo: I'm ok with the goals.

Léonie: Motion for the Personnel Committee:

Whereas the Personnel Committee invited the Directors to contribute ideas for the CEO's 2024 goals,
Whereas the Personnel Committee has collaborated with the President/CEO to develop a set of CEO goals for 2024,
The Personnel Committee resolves to ask the Board to approve the CEO goals for 2024 during the 16 to 18 January Board meeting.

Dom: Seconded.

Motion passes by consensus.

(Personnel committee meeting adjourned.)

# DRAFT W3C Board Meeting Minutes - 2024-01-17

Wednesday 17 January 2024, 09:00-17:00 Melbourne

Pursuant to notice duly given, a regular meeting of the Board of Directors of World Wide Web Consortium, Inc, was held via teleconference.

BOARD CONFIDENTIAL (MEMBER CONFIDENTIAL when approved)

## Roll Call

Directors Present

* David Singer
* Robin Berjon
* Gonzalo Camarillo
* Dominique Hazaël-Massieux
* Chunming Hu (remote)
* Koichi Moriyama
* Jun Murai
* Mark Nottingham
* Eric Siow (remote)
* Léonie Watson
* Hongru (Judy) Zhu

Non-Voting Attendees

* Ian Jacobs (Scribe)
* Elika Etimad (AB Liaison)
* Tantek Çelik (AB Liaison)
* Seth Dobbs (President)
* Ralph Swick (remote)
* Mauro Lance (remote)

## 1. Agenda review

## 2. Minutes of previous meetings

Minutes of the [December 2023 meeting](https://github.com/w3c-bod/board/pull/129/files) approval.

Motion to approve minutes: Moriyama-san. Seconded: Robin. Abstain: Léonie (not at the December meeting)

Minutes adopted by consensus with one abstention.

## 3. Reports

### 3.1 President's Report

discussion

Seth: CFO departed. Virtual is helping us out in the interim. Replacement plan: working on two parallel paths: new hire and contract replacement (short term). The new hire may not be a replacement CFO. It may not be a full-time position, and may be combined with other roles such as development or grant strategy. We will also need to fill the Treasurer role.

Seth: We have observed a need to tightening up various processes/policies/agreements etc. to make it easier to protect ourselves from abuse by deliberate or inadvertent misuse of our resources and name. We are prioritizing updates to policies.

Seth: Team update: Working through defining functional organization structure to help create “One W3C team” across all our regions. I Believe there are candidates for some leadership roles from within; will likely need to hire for some roles as well beyond the CFO replacement.

> (Judy arrives in the meeting)

Seth: Regarding membership:
* 95% of 2023 fees are collected or pending (approximately $5.9M of $6.27M). Pending means that we've had conversations with the Member and have reason to believe that the dues are forthcoming.
* 32% of January fees are collected (sent in October, due in January)

Seth: I am working through assessment of contracts with chapters + evangelists and re-evaluating the entire program.

Seth: We discussed 2024 goals yesterday. At future board meetings, I’ll use this slot to give updates, and add to agenda where items need further

Mark: Are we following our overdue accounts policy?

Seth: They are not past due for another 90 days. As we approach that point we will come back to the Board if needed.

Seth: Given where we were last year we've made progress, although we still have room for progress.

David: This January quarter is the first time these (MIT) Members have received a second formal invoice. At a future Member it would be helpful to see a flow chart of what the pipeline looks like in terms of the policy.

Eric: If invoices are paid early, can you confirm that this is not recognized as revenue until the beginning of the quarter?

Mauro: That is correct.

Gonzalo: I agree we don't likely need a full time CFO in the medium term.

### 3.2 Treasurers Report

Mauro: We shared with the Finance Committee two full finance reports, plus a standalone cash-flow report through 31 December 2023.

Mauro: FY23 net income of $1.7M through 30 November 2023. Consolidated cash balance of $3.2M through 30 November 2023, and $3.7M as of 31 December 2023 $3M are in the USD account, representing 10.5 months of cash reserve (extreme stress test: if we were to receive no new income with current expenses). For non-profits, best practice is 6 months of cash reserve.

> (Tantek arrives in meeting.)

Gonzalo: When you say at the current burn rate, do you mean "all the entities" or USD accounts only?

Mauro: Only USD. If you add other entities, the run rate goes up.

Gonzalo: This is one of the KPIs we plan to track in the future.

Mauro: Starting in 2024 the KPI will be more meaningful.

Léonie: It may not be helpful to look at the extreme case of "no income"; can we do something more realistic?

Mauro: What is more realistic is the budget. It is conservative on the revenue side and fully loaded on the expense side.

Gonzalo: +1 to doing an analysis for different scenarios.

Seth: That will be part of the reserve strategy discussion.

David: I would like to get a global view (e.g., since we have liabilities based on Agreement with the Beihang Partner).

Eric: For the cash reserve, you are taking $3M of USD account and using which expenses?

Mauro: US-only expenses. Going forward I will include a W3C global view of the cash reserves.

Eric: So the stress-test at this point is for the US.

Mark: I think we should analyze what happens if we have a shortfall with a Partner and there are currency exchange rate challenges. If suddenly we have to come up with lots of Euros and the exchange rate is punishing, that would not be good.

Mauro: When we receive Member revenues from ERCIM or KEIO, we receive it in local currencies, and that money goes into EURO and YEN accounts.

Mauro: FYI, moving forward - we will provide to the Board GAAP financials plus non-GAAP financials to show consolidated information.

Mauro: Regarding budget, W3C rn under projected expenses primarily due to open positions, but there were carry-over costs (legal, other), financial consultant, pre-audit engagement, and the CEO search.

Mauro: Anticipated that unrestricted net fund balance estimated to be $1.5M at end of 2023. This can be used to start a reserve fund. FY24 is expected to be a more normal fiscal year. The matter related to the Ford Foundation reported to the Membership in January 2023 has now been resolved.

Eric: It's important to understand that the net fund balance of $1.5M are not cash. This is equivalent to retained earnings. Net fund balance is net profit, not equivalent to cash. Be careful not to conflate in verbiage net fund balance and cash.

Mauro: Regarding policies, we shared several drafts with the Finance Committee: revenue recognition, AR & Cash Receipts, AP & Cash Disbursement. Next steps will be to continue working with the pre-audit consulting CPA firm, then have preliminary discussions with the Audit Firm. The Audit Committee is in the last phases of identifying an Audit Firm. Once engaged, we'll present the policies and discuss whether any changes are needed, prior to preceding with the audit. These auditors will audit both FY2022 (closing) and FY2023. This first audit will require more time than audits moving forward. The overall process is likely to take several months. We are not likely to see audited financials until May or June.

Mauro: Regarding functional expenses reports, Q1 2023 financial report has already been released to the community. We expect to have Q2 and Q3 ready to be released to the Finance Committee by 9 February. Q4 will be released once it has been audited. The cadence going forward is expected to be: the management will release monthy financials to the Finance Committee and quarterly financials to the Board and the community.

David: It would be good for us to develop our financial KPIs, and ensure they are well defined and documented.

Gonzalo: This is part of our plan (part of our reserve strategy). We've mentioned a few already (efficiency ratio, burn rate, months in reserve).

David: At the AC meeting, we'll want a preliminary Q4 (unaudited) financial report.

Gonzalo: That's my view as well.

### 3.3 Membership Report

Seth: I'll start with the [2023 Membership Invoicing Executive Summary](https://github.com/w3c-bod/board/blob/main/meetings/board/2024-01-16/2023-membership-invoicing-exec-summary.pdf).

Seth: In more detail, let's look at the [Membership Report](https://github.com/w3c-bod/board/blob/main/meetings/board/2024-01-16/membership-report-bod-january-2024.pdf).

Seth: 2023 was a year of getting our collection processes up to speed. We've made good progress with Virtual to improve collection practices. We still have progress to make.

Judy: Please say more about cases where reason for termination is "Unknown".

Seth: In some cases we have not received responses to multiple outreach attempts. Moving forward we hope that our member relationship improvements will provide us with more insights.

Mark: Oftentimes there is a champion in a company that drives Membership and when they leave the organization, the relationship suffers.

Eric: thank you for the useful report. One idea is to convert other currencies to USD equivalent. Pick a conversion method that we would adopt under the accounting principles (e.g., average rate).

Chunming: +1 the report is useful. We have a big drop in membership since the start of the legal entity. I realize that the termination policy has played a role. What is the financial impact of this drop in membership?

Seth: Due to some Members not having paid, the actual impact on revenue from this drop was not huge.

Gonzalo: Thank you, Seth, for adding to your report the details that were requested by the Financial Committee.

Tantek: I have the feeling 2023 was special in terms of Membership numbers, could you provide historical data to back that sense up?

Seth: Good question.

Judy: I'd like to see a spreadsheet on these information moving forward.

David: Previous versions of the Membership report included some non-financial information (e.g., trends in a tech area, lack of AC rep, not in any WGs, etc.). The information you presented is useful financial information. I'd like to resume the more comprehensive view of the Membership, and to have one for discussion at the AC meeting.

Gonzalo: We are not yet in a "steady state" with respect to cleanup of the rolls.

### 3.4 Advisory Board matters referred to the Board

The AB would like an update on

* [Issue 146](https://github.com/w3c/board/issues/146) — in particular concerns about the suggestion of the Board taking up vision, that it would take W3C even further away from a community-led consensus vision

IJ: Suggest we delay that one until we've had the strategy session on this agenda.

Tantek: +1

* [Issue 38](https://github.com/w3c/board/issues/38) — scope vs transparency

(David: See the [Board explainer](https://github.com/w3c/board/blob/main/board-explainer.md).)

Tantek: This relates to both scope and transparency. It is a good idea generally to move work to where it can be done most transparently. This is a principle that should be applied to the Board as well. An example would be the development of the Vision document. That should be out of scope for the Board to have authority on, but the Board can provide input to it. The AB was convinced to put its work on the Vision into an open task force.

IJ: The Board could do work in public but still have ownership over a particular topic.

Tantek: That is a compromise option. There may be areas within the existing scope document where delegation would be possible. We'd like to discuss that.

Robin: I don't think we can delegate authority (given board role) but we can delegate work.

Mark: I agree with a lot of Tantek's general points, but it seems like you are assigning more scope to the Board than is due. We have a tightly scoped task. If we have miscommunicated that, we should improve that.

Tantek: I there there is room for communication of improvements.

Mark: There is some confusion between "W3C the community" and "W3C the corporation". The Board is responsible for the corporation.

David: We could set up a task force on, e.g., revising Membership dues structure, involving various members of the community for open discussion.

Tantek: Regarding what the Board can/can't delegate, there are some changes that could be made via the bylaws.

Robin: Subject to what is required by law.

Elika: My conclusion is that this is mostly a communications issue. Regarding collaboration, worth looking at task forces.

Mark: I agree largely a communications problem. Many of are longstanding W3C community members, but in this room we have a corporate hat on, with the best interest of the corporation, in light of the community's needs. I find the IETF, LLC approach compelling. That LLC does not define the vision of that community.

Tantek: That is very helpful. Elika and I can take back to the AB topics where we think there are miscommunications. We can file PRs.

Mark: What I like about this is that, if we get the scope "right" and clearly communicate it, we reduce the risk of strong deviations from that vision (e.g., by future Boards).

# 1030-1100 Break

## 4. Committee Matters and Resolutions

### 4.1 Finance

Elika: Will Q1 report be restated?

Gonzalo: It is likely all will be restated, following the audit.

Elika: Will the Q1 report be restated with the Q2 and Q3 reports in February?

Gonzalo: I will look into that.

### 4.2 Personnel

1. Approval of CEO 2024 goals

Proposed: WHEREAS the Personnel Committee resolved to recommend that the Board approve the CEO goals for 2024, it is RESOLVED that the Board approves the CEO goals for 2024.

Elika: Will the CEO goals be made Member-visible?

Léonie: That is the expectation.

Seth: I agree with that.

Tantek: I would recommend making them public and socializing them as well (e.g., blog post).

Léonie: Motion. Gonzalo: Seconded.

The proposal is adopted by consensus.

## 5. Board Issues and Resolutions

### 5.1 CFO and Treasurer positions

Proposed: RESOLVED, that the Board of Directors hereby removes William Judge as Treasurer of the corporation, with immediate effect.

Proposed: RESOLVED, that the Board of Directors hereby appoints Gonzalo Camarillo as Treasurer of the corporation, with immediate effect.

Moved: Mark. Seconded: Moriyama-san.

Vote:
* David Singer: Y
* Robin Berjon: Y
* Gonzalo Camarillo: Y
* Dominique Hazaël-Massieux: Y
* Chunming Hu (remote): Y
* Koichi Moriyama: Y
* Jun Murai: Y
* Mark Nottingham: Y
* Eric Siow (remote): Y
* Léonie Watson: Y
* Hongru (Judy) Zhu: Y

The motion passes unanimously.

Proposed: WHEREAS, William Judge previously held the position of CFO and Treasurer within W3C, Inc, with the authority to release payments; with Williams’s resignation effective 8 January 2024 it is deemed necessary to transfer authority to release payments to Seth Dobbs, CEO and President of W3C, Inc. effective immediately.
RESOLVED, that effective immediately, the payment release authority previously held by William Judge, former CFO and Treasurer is hereby transferred to Seth Dobbs, CEO and President of W3C, Inc.

Moved: Gonzalo. Seconded: Moriyama-san.

The proposal is adopted by consensus.

### 5.2 Other issues

* Board Agenda+ Member-visible [issues](https://github.com/w3c/board/issues?q=is%3Aopen+label%3A%22Board+Agenda%2B%22)
* Transparency: redaction [#127](https://github.com/w3c/board/issues/127)

Mark: Proposed to remove the redaction mechanism from our transparency policy.

David: Individuals are responsible for the confidentiality levels of materials they bring to meetings.

Moved: Moriyama-san. Seconded: Mark.

The proposal to update the transparency policy to remove the redaction mechanism is adopted by consensus.

* Revise AB liaison policy [#120](https://github.com/w3c/board/issues/120)

Mark: The proposed change takes into account the existence of the confidentiality policy and reformulating the liaison policy in light of the confidentiality and the meeting guest policies. By design this does not mention specific technologies.

Elika: Some of the changes have the impact of restricting access (e.g., materials => meeting materials). Is GitHub a communications channel. In principle, AB liaisons should have access to all materials that are available per the confidentiality policy.

(The Board discusses the distinction between the policy regarding AB liaison access, and the implementation, which (1) may change over time and (2) may not work perfectly.)

Mark: If you need access to materials you should be able to access, you can request access.

Moved to adopt the revised liaison policy: Mark. Second: Léonie.

(Eric left the meeting.)

The proposal, with edits made at this meeting, is adopted by consensus.

## 6. Member input

David: We have received feedback on the antitrust policy.

Léonie: Have we ack'd input?

Mark: If we feel we need to respond to emails on board-contact I suggest we set up an autoresponder.

ACTION: Mark to acknowledge receipt on board-contact of feedback on the antitrust policy.

ACTION: Ian to look into setting up an auto-responder for email to board-contact.

(Eric returned to the meeting.)

## 7. Existing Action items review

* Tagged Board-Agenda+ [Board-only](https://github.com/w3c-bod/board/labels/Board%20Agenda%2B), and [Member-Visible](https://github.com/w3c/board/labels/Board%20Agenda%2B)
* Action Items [Proposed to Close](https://github.com/w3c-bod/board/issues?q=is%3Aopen+label%3AActionItem+label%3AProposedToClose)
* Other Existing Open [Action Items](https://github.com/w3c-bod/board/issues?q=is%3Aopen+label%3AActionItem+-label%3AProposedToClose)

The Board reviewed its internal action item list.

## 8. Year plan and recurring actions review

* Our plan for [2024](https://github.com/w3c/board/blob/main/planning/2024.md)
* Our [recurring](https://github.com/w3c/board/blob/main/planning/recurring.md) events list

## 9. Location of July 2024 meeting

Moriyama-san: NTT DoCoMo can host in either US (Sunnyvale office) or Europe (Munich office).

Judy: Alibaba can host in Seattle.

Eric: If Intel hosts it in Portland, we can host at a conference venue downtown.

ACTION: Moriyama-san, Judy, and Eric to provide more specific offers by the February Board meeting.

## Lunch 1200-1330

## Fulfilling the Board's Role in Strategy

Goals for the session:
* Build a shared understanding of Board and Management responsibilities in developing a vision, purpose statement, and strategy for W3C
* Create a roadmap for the Board to adopt a vision, statement of purpose, and strategic objectives for W3C
* Prepare for AICD training on related topics and identify specific questions for that training
* Agreement on initial Board Goals for 2024

[Supporting slides](strategy-slides.html)

Session structure:
* Intro on Goal settings & the Board:
* Yearly CEO Goals
* Organization strategy
* Yearly Board Goals
* Reminder on 2024 CEO goals context
* Roadmap towards an org vision and strategy
* [Impact assessment](https://github.com/w3c/board/issues/110)
* [Experimental framework for assessing W3C's public benefit impact](https://github.com/w3c/board/pull/131)
* Applying theory of change to W3C?
* Ownership and timeframe for W3C's vision & strategy
- "Governance Week" as a milestone?
- relationship to the AB-curated [Vision document](https://www.w3.org/TR/w3c-vision/) - see also [ Mission, Vision, and Values #146 ](https://github.com/w3c/board/pull/131)
* [Board goals](https://github.com/w3c/board/issues/137) for 2024; see [email request](https://lists.w3.org/Archives/Board/board/2023Nov/0076.html)

Mark: I understand "purpose" to be the "why," which our bylaws discusses.

Dom: Terminology is a challenge. This may be worth raising in AICD training. We will benefit from alignment.

(Dom walks through the presentation.)

Dom: Today I'd like to identify someone who can do enough work so that we can have a more in-depth discussion during governance week in April.

David: Let's go around the room and get reactions.

Mark: Don't want to rathole on terminology, but purpose of corporation (as I was trained) was in our Certificate of Corporation (not 501c3 filing). Ours says INSERT QUOTE. This is fine, it's incredibly generic, means we don't have to change it often. Mission/Vision/etc is for refinement.

Mark: Wrt strategic planning, should primarily let management drive. We should focus on higher-level mission/purpose/etc., and try to prepare for AC in April.

Mark: I find the IETF, LLC approach intriguing, because it leaves the mission/vision of W3C to the community, and focuses our role as the Board of the corporation on playing a support role. That means that when we go to fundraise, we would not be taking our corporation's vision, but the community's vision. I get nervous if we say this Board will define the community's vision for W3C.

Tantek: Need to distinguish strategy for the Board and strategy for the org. Mixing them up is a source for problems.

Tantek: I think it's important that every group: Board, AB, Team, etc., has a strategy for how it participates in the W3C org. But that group strategy is not the strategy of the whole thing. Wrt strategy of the whole thing (strategy of the community), AB has been trying to steward. In this meeting, we should reinforce previous understandng of AB's role, or clarify if different.

Tantek: Note that the AB has restructured its Vision effort recently. I'm taking editorship and Chris Wilson has stepped up to chair the task force.

Jun: An important question is how the whole world views the role of W3C; this is a responsibility of the Board. The Board needs to understand what the whole world is expecting of us. The W3C community in turn needs to understand what the world wants from us; the Board plays a role in communicating that to them. The positioning is what's most important in my view.

Gonzalo: The IETF LLC design was intentional; we decided to form the 501\(c\)(3) to make clear that the scope was "administrative" while technical work is done by other entities. +1 to making this clearer within the W3C context. Second, the value of mission work is the collaborative effort, whatever the outcome. We should take our time with the collaborative process, rather than rush having a mission by a particular time. The value is in the journey. We did that within ISOC; it was a painful process but worth it.

Robin: I think we need to get clear on what "the community" means (and they nest). The largest community is the Web Community; within that the W3C Community; within that the Membership and the Team. If we are to be credible outside of the usual suspects we should convene voices as broadly as possible and not just, for example, the AC. (Robin re-mentions theory of change.) For April it would be good to have materials for AC discussion, but without restricting input to that event. We need to figure out how to be more inclusive in these discussions. As a note, in 2020/2021 I spent a lot of time with publishers and ad tech conversations, and they all said "Why would we participate?" This is a perception we need to change, and to make clear that participation matters.

Elika: +1 to distinguishing the mission from the overall W3C community from the mission of the corporation. It is important that the Board be engaged and buy into the process for defining the vision. I think the AB is a fine place for that work to be convened. The AB intends to have a draft of the vision document ready for governance week. The Board needs to separately and relatedly work on defining a vision for the W3C corporation. I think those need to be considered as distinct efforts.

Judy: In our strategy discussions we need to think big, beyond just technology development. We need to think more globally as well. Regarding the questions Dom asked in the slides, I agree with the importance of this strategic effort. Regarding who takes the lead, I thought of two options: the CEO or some committee (e.g., Personnel or a new Strategy Committee). I agree we need lots of input to the discussion, and that April is an important milestone.

Seth: I agree with Gonzalo that we should not force an endpoint, but we should also timebox discussions; we can iterate. Also, to Robin's point, +1 to the theory of change approach. The Board's role is to set the mission of the corporation. I agree that the mission of the corporation is distinct from the vision established by the community.

Moriyama-san: The FIDO Alliance has a stable vision statement. They do, from time to time, revisit their purpose. E.g., creating specifications, having an impact in multiple markets. I think it's valuable to look at long-term, medium, and present year goals. I think we should similarly identify a long-term vision.

Léonie: I'm not sure that it's helpful to entirely separate Board strategy and vision from community strategy and vision. I think the Board should incorporate/reinforce what the AB has done rather than head off in a different direction.

Elika: At the moment our plan is to create an "AB consensus" draft published as a Note. Where we go from there we've not yet determined.

Léonie: I'd rather we come up with something that reflects both parts of our organization.

Tantek: We don't yet have the consensus in the AB about whether the AB should seek broader consensus beyond the AB. If the Board believes we should try to achieve broader consensus, we can take this back to the AB for discussion.

Chunming: +1 to Léonie's comments. I think we need one clear vision and mission, both for the corporation and the community. The vision reflects all Web users; the mission is about how W3C pursues that vision. +1 to long-term/medium-term/short-term objectives to help ensure our daily work remains on track. W3C is a unique global infrastructure; that's why we are a 501\(c\)(3); the Board should define the strategic plan to ensure that the W3C is fulfilling its charitable purpose. I like Judy's idea about doing some of this work in a committee. I think this will be ongoing work. I'd be happy to contribute to this effort. Maybe we can have a "release" of information by governance week, but, per Gonzalo's comment, continue to iterate. We are likely to need a tracking mechanism to keep track of daily progress against stated objectives. Perhaps we will learn techniques from the AICD training.

Eric: I am grappling with relationship among various customers (e.g., Membership) with the staff and the Board. I am wondering how this process unfolds. Seth's CEO goals, though very good, are about operational efficiency. The onus will be on the management and the Board to set objectives and lay out a strategic plan for achieving the vision (e.g., 3- or 5-year plan). Once we lay that out and have buy-in from customers, we can work backwards to understand what to achieve, e.g., in the first year. And how do we support the management in doing that work? As a side note, we should not be running the organization to fit into a 501\(c\)(3) structure; if there's another structure that would help us achieve our vision we should change our status.

David: Let's not feel bad for not already having strategic objectives; we were addressing urgent matters. Let's not allow the perfect to be the enemy of the good in these efforts. I'm a little concerned to use the 501\(c\)(3) to justify actions rather than it following from what we do. Our values, etc. for "what we achieve" is distinct from "how we behave." I agree that the Board should not own the community vision. We own the responsibility for the overseeing the corporation in service of the community vision. I think we are closer to success than we might realize.

Mark: There seems to be a major question about what we think the Vision should be. I think we should spend time on this.

Gonzalo: +1

Elika: I think it's not an "either/or" question; rather should be "both/and". We need a vision for how we operate. The corporation needs a scoped version of what the Board is trying to do, and that incorporates the community's vision.

Mark: Agree 100%. The IETF LLC clearly says that the community owns the vision, and the LLC is in support of that vision.

Léonie: I think the principles in the AB vision document give us a good starting point. I think the Board could give more authority to the AB's vision.

Mark: The Board does not have authority over technical work.

Jun: The question is what's the difference between the IETF community and the Web community? The IETF should take care of the protocol layer to create the "big circle" that is the full Web community. W3C should understand what the world wants the Internet to be. The IETF covers the protocol aspect; W3C covers the Web part. IETF's mission is more clearly defined, but W3C's scope is a bit larger and more dynamic, so a bit different.

Gonzalo: Regarding scope, agree with Mark. One underlying thought is, what's interesting is the technical vision. Admin stuff just needs to happen. But that concerns me, we should focus on how to enable the community. I wouldn't worry about technical direction. Of course if raising funds, need to explain what community is doing. I think we could implement that separation.

Elika: Agree with Léonie, I don't think the sharp separation of IETF is quite right for W3C. The Team is an integral part of the community, not just admin support, so the vision/mission of the corporation needs to be more integrated with the vision/mission of the community.

David: What I'm hearing is, "if that's the vision/mission of the community, here is the vision/mission for how the corporation can best support that community vision/mission".

Gonzalo: Our vision at IETF as that ISOC has nothing to do with standards work.

Chunming: I agree, Mark, that the scope of Board is clear: governance, not technical. Wrt IETF, we are all taking care of unique global structure of Internet/Web. Wrt ownership of vision, I think joint effort of AB and Board, reflecting the Membership, we define the vision of W3C to reflect the vision of the Web community. So if the community owns the vision, but the key issue is we are defining W3C's vision, which should reflect the expectations of the Web's stakeholders. We do owe responsibility for overseeing the operations in service of the community activities. One concern I have is, we are registered as 501c3. We are the Board of such an organization.

Mark: ISOC staff also part of the community, wearing different hats depending on their role. Team can e.g. invest more in i18n. AB needs to be more involved in allocating resources.

Mark: Key question: do we need one vision or two, one for the W3C community and one for its incorporation.

Robin: One thing that might be an interesting framing about how we differ from the IETF, is that the IETF was born as a "standards org" whereas W3C was more of a "product org" (offshoot of the X Consortium). W3C is almost a product management org for the Web community. We may want to bear that in mind as we discuss. The IETF provides essential infrastructure. I think we should be more proactively aware of that and decide how to invest in it. Horizontal review is arguably the most important part of the W3C program. We can think of this as a public good.

Mark: Who is "we"? The Board is not chartered to do technical work. Horizontal review is more of an AB/TAG function.

Robin: It's the Board's job to say "Hey, W3C, horizontal review is an important role but not adequately resourced" and ask the team to prioritize that.

Mark: So we could help the team prioritize, and the AB/TAG direct it.

David: I want to underline differences with the IETF, such as having a team. The comparison is valuable, but we're not the same.

David: We don't need "one vision" but a series of interlocking documents.

Mark: I'm happy to write up a scoped vision/mission for W3C Inc (the corporation) that reflects the fact that we have a community developed mission/vision.

Tantek: People here have referred to the "AB vision" but the AB has been developing this as a "W3C vision." The AB is stewarding this document.

Dom: Agree that clarity of terminology here will be valuable: community, Consortium, W3C Inc, etc.

David: Let's agree to use a well-understood set of terms.

## Break 30 minutes 1500-1530

Dom: Let's return to the questions on the last slide of the presentation and also return to Board goals for 2024.

Ian: I hear strong desire to have agreed to terminology.

Jun: Yes, and it would be good to support that with a visual (e.g., nested relationship of entities drawn by Robin on the white board).

Dom: Can we make this activity an official Board goal in 2024?

David: I heard a clear goal that we would develop a vision for the Corporation.

Dom: Can we identify one or more people to work on a vision for the corporation?

Mark: I am going to make a proposal that is going to be mission/vision for the corporation in the context of the greater community's vision. There was good work on the IETF on terminology; I would like to include that. A couple of pages, relatively self-contained.

Dom: Could this be input to governance week discussion?

Mark: I would hope to have something in advance of the next Board meeting.

Dom: What about strategic objective development?

Mark: The more detail, the more it should be driven by management.

Seth: I agree. Once the vision has been created, we can work with that.

Dom: Seth, could you have something in time for governance week?

Seth: It may depend in part on the timing of the availability of a shared vision (Mark's action). I think there's a decent chance I would then have something for April.

David: We may also want to harmonize phrasings in various documents (e.g., bylaws).

ACTION: Mark is going to create a corporate-focused statement of vision and mission with framing (and terminology), due end of January.

ACTION: Seth is going to use that material to begin development of strategic objectives for the corporation, with a goal of having something drafty to discuss during governance week.

Tantek: what does "greater community" vision refer to?

Mark: The AB's vision document. In this discussion the key distinction we want to make between "corporation" and "non-corporation" and "community" seems to be what we've been using for the latter.

Tantek: As Editor I want to say we are open to feedback, including on terminology.

Mark: I think this is a great opportunity to clarify the relationship between the corporation and the community, as well as the relationship between team and broader community.

Tantek: It is important to make clear that these efforts are complementary meeting, not in conflict. There is confusion in the community today.

David: The AB owns the curation of the community's vision of what the consortium is doing for the world. We are working on the corporate vision to support the community's vision.

Chunming: Is "web for all" a community vision?

David: Yes. For the corporation we might say something like "The corporation should be fully funded and staffed adequately to support global languages."

Mark: The community will determine technical goals. The Board will look at funding, organizational structure, etc.

Chunming: We need to be sure that the vision is not overly concrete. It would overlap with strategic goals. I'm not yet clear on the scope of the vision.

David: Let's wait for Mark to write his proposal.

Seth: Corporate vision is nested within the broader community's vision.

Gonzalo: At the same time, some of the corporate goals will be orthogonal to the technical agenda, which could even evolve independently.

Elika: Could the Board say: "The Board expects the AB to continue to steward the Vision for the W3C; the Board intends to draft a complementary Vision for the Corporation in service of that W3C Vision."

Mark: Fine for the minutes to include that. I hope the message is that we are converging.

David: The Board also supports AB curation of the vision document and continuing to work on it. Ideally it would reflect broad consensus; if there's anything we can do to help...

Dom: Are there things we want to raise in the training session?

David: Should we spend some time on the [impact assessment](https://github.com/w3c/board/issues/110)?

Dom: I felt it was premature for this meeting. I felt it was more important for us to make progress on understanding the impact we want to have and evaluating how we are doing. The impact assessment work started with the AB vision document and TAG principles. The exercise raised some interesting questions, but given where we are, may not need to look at closely here. But I do appreciate the input on "theory of change" and doing the work on impact statements when we are positioned to do so.

Mark: Impact statements are typically important to fundraising.

Mark: Impact of standards work is hard to quantify. We tried in the IETF and it's not fun. Impact of other efforts (e.g., education effort, chapters, etc.) is part of the strategic plan discussion. Because our purpose is broad, we don't have to just do standardization? Are there other activities we could be doing (with corresponding revenue models)?

Gonzalo: The ISOC has been doing fundraising for a long time (for the IETF). It has not been a problem to raise funds. I think we may be making it out to be a bigger issue than it is.

Robin: A convenient way to think about W3C function is "as a convener." Suppose we want to tackle a big topic like "misinformation." We would not likely create a WG for this, but we could have a horizontal review process (which is a core value proposition of W3C). We could go to a funder and say "We have a reputable process that has worked for other efforts like accessibility, we could do something similar for this topic."

Dom: We are not doing the technical strategy.

Robin: But the pieces of the organization could work together on this. E.g., the TAG might perceive an issue, then ask for support from the Board.

Mark: During governance week (and leading up to it), we could do more to discuss roles of the different governance entities and how they relate and complement each other.

David: An impact assessment of the technical agenda is probably a good thing, but would not be in the purview of the Board.

Mark: I think it should be owned by management and brought to the Board for insights.

## Board Goals for 2024

David: What are we intending to do ourselves, or oversee in 2024? I'd like us to have a draft set of goals to develop as output from this session.

Dom: I think we should aim for September 2024 in practice in light of the election.

> The following notes are captured from white board brainstorming, organized into most likely responsible entities, but otherwise not ordered.

Nominating Committee:
* Establish a Director development program.
* Do Board succession planning and election readiness.

Governance Committee:
* Fix bylaws bugs.
* Appoint vacant Director seats.

Finance Committee:
* Establish strong financial footing, including development of a reserve.

Full Board:
* Develop a vision and mission statement for the corporation.
* Develop KPIs for the organization (including financial KPIs)
* Coordinate our engagement with external regulatory stakeholders.
* Manage community expectations about the role of the CEO and the Board.
* Improve Membership structures, including topics such as diversity and inclusivity.
* Improve participation in global internet governance.
* Raise awareness where unsustainable or unhealthy practices may be reducing participation.

Management:
* Develop a risk and strategy framework.
* With the Secretary: transition to a Board portal tool.

Mark: It is valuable for the Board to give input to management on key risks for the organization. Risk mitigation is a role of management.

> Notes on brainstorming for KPIs for the organization.

* Global footprint
* Employee satisfaction
* Member retention
* Member satisfaction
* Reputation
* "Fresh blood" metric
* Balance scorecard
* Environment reporting.

Léonie: It would be good to map these to CEO goals as well.

Seth: I think there is good alignment.

Gonzalo: We need to further structure and prioritize from this laundry list.

Dom: What narrative would accompany this?

Seth: There are things that are urgent and less urgent.

David: How do we further structure this and develop a program?

Mark: We should acknowledge where we already have work on this. Where gaps we can figure out how to make progress.

David: Next step could be for the responsible party to describe priority, next steps, timing, etc.

Meeting adjourned at 17:00 until tomorrow at 9:00.

# DRAFT W3C Board Meeting Minutes - 2024-01-18

Thursday 18 January 2024, 09:00-17:00 Melbourne

Pursuant to notice duly given, a regular meeting of the Board of Directors of World Wide Web Consortium, Inc, was held via teleconference.

BOARD CONFIDENTIAL (MEMBER CONFIDENTIAL when approved)

## Roll Call

Directors Present

* David Singer
* Robin Berjon
* Gonzalo Camarillo (Treasurer)
* Dominique Hazaël-Massieux
* Chunming Hu (remote)
* Koichi Moriyama
* Jun Murai
* Mark Nottingham (Secretary)
* Eric Siow (remote)
* Léonie Watson
* Hongru (Judy) Zhu

Non-Voting Attendees

* Ian Jacobs (Scribe)
* Elika Etimad (AB Liaison)
* Tantek Çelik (AB Liaison)
* Seth Dobbs (President)
* Ralph Swick (remote)

## 0900-1000: Membership

* See [discussion guide](https://github.com/w3c-bod/board/blob/main/meetings/board/2024-01-16/membership-structure-discussion-guide.pdf) on the questions and considerations; things to consider:
* International presence, chapters
* Possibly under-represented sectors
* Member organizations and liaisons (also under discussion in the [Process CG](https://github.com/w3c/w3process/issues/422#issuecomment-1854071577))
* Dues levels, and currencies

Seth: I'll walk through the [discussion guide](https://github.com/w3c-bod/board/blob/main/meetings/board/2024-01-16/membership-structure-discussion-guide.pdf). We'd like to identify challenges and concerns in current structures, so that management can develop some proposals.

Mark: 'Membership' plays multiple roles within W3C, including both revenue model and decision-making in the standards process. We should not assume that Membership is the only potential source of revenue.

Eric: Right, we are thinking about other ways to receive donations, strengthen fundraising. We should bear that in mind during this conversation.

Ralph: I've been thinking about treating membership and participation as separate axes. If Membership were an additional step above participation, which included a committment to certain principles or values, that could be a distinct axis from funding.

Gonzalo: In Seville, I was asked about the correlation between member size and cost of membership. Also, has the topic of "pay to play" been raised?

(Several: yes)

Chunming: I think we need to identify several important issues:
* Encouraging Members to participate more actively.
* Gather feedback from companies of different sizes on the potentially different issues they face.

Chunming: Are we solving the problem of revenue generation? Global footprint? These are different topics. We should clearly identify the problems we want to solve.

Dom: Another layer is that we are a Membership-based corporation. Members play a role in governance of the corporation. We also need to understand how revenue and participation axes impact the governance axis.

Eric: Regarding underrepresented sectors, in addition to "not enough developers," I am hearing concerns from people involved in decentralized/blockchain work who feel W3C is not welcoming to them. I wanted to raise this for Board awareness and consideration; the culture of the organization is also important to consider.

Judy: We do need to understand Member concerns; this is not necessarily a structural issue. We need to consider this issue from various angles. Perhaps we need some classification of the issues that we hear about.

Moriyama-san: Recruiting and retention need to be combined. We need a deeper understanding of the value proposition of Membership. Some companies really engage to make standards. Some other companies are just watching.

Mark: I think that many companies participate to help ensure the Web stays healthy and that W3C has sufficient resources, even if they are not active participants.

Mark: There are two properties of an organization that may be in tension at times:
* Purpose-driven organization
* Standards body

Tantek: What do you intend to be a set of problems that the Board should take on v. delegating to team, AB, or others.

David: That's part of the challenge: who owns what within this amorphous set of problems.

Léonie: This seems like a good topic for a Task Force.

David, Judy: +1

David: I would like the Team to lead such a Task Force.

Mark: Agree. This is something the Board should watch, but a balance between openness and effectiveness Task Force would be important.

Dom: We need to clarify whether a formal (Board) Task Force is intended. There are some constraints on Task Forces (e.g., who can vote).

Moriyama-san: A Task Force would be fine for me. I think a Membership Survey would provide important input. It could be interesting to have discussion at the AC meeting.

Seth: What would this group be interested in learning from a survey?

Mark: It would be interested to test certain assumptions on, say:
* Price sensitivity
* Whether organizations would be willing to donate to W3C even if dues were lowered?

Elika: Suggest running this topic by the AB as well. An idea from a previous discussion to re-raise is à la carte Membership (joining one group only). That would provide an onramp to participate. The barrier to joining can hinder transferring work from a CG to a WG. It's important to bring work to a WG to improve patent policy coverage.

Robin: It would be worth spending some time thinking about unbundling what you get from Membership. Suppose, for example, that when a WG starts, the participants need to raise funds to hire staff to support the group for the duration of the charter. It's a good idea to do unbundling to think about revenue streams, some of which may be more progressive.

Mark: I want to make sure that we are considering "community engagement," not just engagement with AC reps. I can't join a group without reaching out to my lawyer, which has a cost and can be dissuasive to engagement. I would not want to add more friction (e.g., having to raise funds). The beauty of the IETF model is that funding is completely decoupled from participation.

Léonie: How does IETF funding work?

Mark: The [sponsor model](https://www.ietf.org/support-us/sponsorship/) is:
* Meeting fees
* Hosting (which raises a substantial amount of money from a small number of players)
* ISOC funding

Gonzalo: We wanted to decouple further, and so there are multiple levels of supporter.

Léonie: How does this avoid "pay to play" accusations?

Mark: Complete separation between funding and participation. The IETF has a strong reputation and long history of this.

Gonzalo: Increasing levels of funding support do not relate to increased influence in the standardization process.

Tantek: At the last Consortium Member meeting we did not have quorum. I think the Board needs to consider this, and whether it is important to improve participation.

David: One reason may have been that there was nothing on the agenda (no election).

Chunming: +1 to a Task Force to dive into Membership issues, including Team and (diverse) Member participation. It's important to consider the value proposition of Membership, and review the coupling of participation and Member dues. Also, language barriers remain an issue. Local events in local languages are helpful for encouraging participation, and this participation can help validate the value proposition to management within a company.

Judy, Moriyama-san: +1 to Chunming.

Moriyama-san: A survey of AC reps is important, but I think we should also hear from group Chairs.

Elika: A benefit of having a sales process is to create an incentive to reach out to more companies, where you might not otherwise push yourself outside your comfort zone.

Gonzalo: The IETF model is based on social pressure. But that pressure does not work with all companies. Just to make clear that the model is overall a good model but it's not a silver bullet.

David: It's also interesting to talk with organizations that have decided not to join to understand reasons.

(Discussion of a Member survey, Task Force chartering, and the AC meeting.)

Dom: A Task Force chartered in February could take the lead on structuring AC meeting discussion. We should not rush a survey.

Seth: I want to spin up a Task Force as soon as possible. I would not commit today to getting a survey out with results by April. We might use the AC meeting to gather information.

Chunming: it will be important to define a scope within a Task Force on this topic.

David: Who from the Board would like to participate on this Task Force?

Volunteers: David, Chunming, Moriyama-san.

Tantek: Does the Board have a preference for how many people from the AB would be the right number?

Seth: I would likely aim for about 10 people total, that is a preference to keep the Task Force small.

### 1000-1030 AC meeting planning

Wew should start planning what we want to present, achieve, and learn, at the April (Hiroshima) AC meeting, and also probably request that joint planning meetings start.
* Strategic matters: planned, being worked on or studied, etc.
* Bylaws revision under consideration
* Financial updates

David: What should we be doing during governance week?

Mark: Have conversations about complementary roles and socializing what is/is not on the Board's agenda.

Tantek: I would say most of other Membership still does not know who is on the Board and what they do. I think there is value in mere presence. I agree with Mark that there is also confusion about what the Board does, what it must take on, what it does not take on, etc. Clarifying the relationship among the roles would be valuable, and answering any questions we've not already come up with. Governance week is also a valuable opportunity for recruiting people to run for the Board and the AB.

Dom: +1 to the recruiting opportunity point Tantek made. I think we need our election process to be clearly documented by then. If we establish a nominating committee by then they could, for example, provide some report. Some Directors might also consider sharing experiences.

Tantek: Nominations for the AB will also be open by then.

David: We also owe the Membership information about Membership, finances. We should also talk about what the Board has been working on and what it plans to work on.

Gonzalo: People who are interested in finances/governance may be different from people who are interested in technical work. Publishing information may be a better approach than presenting depending on the audience.

Elika: I'd be happy to participate in a presentation on organization; I think a slide deck could be useful in addition to a diagram.

Ralph: I am proposing to organize an AC meeting program committee.

David: Who should present the finances?

Ralph: Seth and I will figure that out.

Gonzalo: I can do it if necessary.

(Discussion of getting volunteers for the program committee from the AB.)

Tantek: Regarding the presentation of financial information, I recommend advance sharing with the AB.

David: Do we have a top Board message for this AC meeting?

Mark: We are building the structures to build this a resilient, long-term, stable organization. The process has begun and we are making progress.

David: We are looking to the future of an organization that is not a start-up but figuring out how to curate this resource that serves the planet.

Seth: More about maturation.

Gonzalo: We have a plan, we are executing it, etc. Let's avoid drama.

Jun: We should clearly explain the chain of transitions: what has happened, what is underway, and future. We started with a Director role, then advanced to other structures; we are still evolving.

David: I'd like each Committee that has one of the goals we discussed yesterday within its purview to consider what, if anything, that needs to be discussed during governance week.

Jun: Is W3C30 on the Board's radar or within the Board's purview?

Ralph: The Team is already working on this topic.

Tantek: Should we have a joint AB/Board meeting?

David: Yes.

Judy: Will there be any updates at governance week regarding policies?

Ralph: The events organizers have been assuming that the AB and Board will have a joint meeting in Hiroshima.

ACTION: Seth to lead development of a charter for a Task Force on the topic of Membership.

## Break 30 minutes

## Morning, session two 1100-1230: Directors, expectations, appointments, and elections

* Refine our documentation of the [Performance Expectations](https://github.com/w3c/board/issues/138) of a Director
* Considering our goals and duties, refine our list of [skills needed on the Board](https://github.com/w3c/board/issues/135), and how well we currently fill those needs
* Consider a [Nominations committee](https://github.com/w3c/board/issues/136)
* Consider an [Onboarding committee](https://github.com/w3c/board/issues/134)
* Consider whether to take action on our two vacant appointable seats; update on explorations and a possible proposal for a funding structure

David: This agenda item is about Board nominations (see [draft nomination committee charter](https://github.com/w3c/board/issues/136#issuecomment-1865451121)), onboarding, and expectation-setting.

Dom: Right now the draft charter refers to the Board confidentiality policy, but when the committee talks about individuals, that would be Board confidential, right?

Mark: Yes, that is the case under the current Board policy.

Elika: The scope exceeds Nominations, so maybe name the Committee more broadly.

Mark: "Nominating and Onboarding" would work.

Elika: You may wish to make this a Task Force to facilitate guest participation.

Mark: We can issue standing invitations.

Elika: How about "policies and practices"?

Mark: Happy to make that change.

Moriyama-san: Just a note: if we have lots of committees, this can increase our operational complexity. For continuity's sake we should make sure we are open to having Directors who do not yet have experience on a Board.

Chunming: I support the idea of this committee, but have some concerns about the bullet regarding recommendations of candidates. Who will be able to nominate candidates?

David: We are not changing the election procedures; nominations will continue to come from the Consortium Members.

Chunming: Will committee recommendations bias votes?

Mark: That is not the intention. The idea here is that the Nominating Committee would, before an election, communicate information such as skills gaps or geographical gaps. The Nominating Committee could also subsequently highlight which nominees have which skills.

Judy: I think it's important to be clear in the charter that the Nominating Committee is only recommending people. It will also be important to make clear other bodies can make recommendations.

Mark: We can make that clearer.

Judy: How is recusal handled?

Mark: We have a Board-level policy; we will need to think about this in the Committee context.

Judy: It's important to maintain neutrality in the Nominating Committee.

Mark: The Board decides who can be on a Committee or Task Force.

Judy: Could there be a statement of principle in the charter that committee members would be expected to follow?

Mark: Perhaps we could have a statement that when the Board is naming people to the committee (or Task Force), that they make a point of describing goals such as people with Board experience, a pursuit of diversity, etc.

Mark: I'd like to speak about the priority of this work. I think it is very high priority. If we establish this committee I would likely focus more on it than governance.

David: Missing from the charter is that, by the time we get to the election there is a sufficient set of candidates for a competitive election. I'd like that to be more explicit in the charter. Make clear that this is the Board's perspective (although anyone could create a committee to foster a competitive election). I am uncomfortable with the bullet regarding recommendations.

Mark: In that bullet, I am comfortable removing the phrase about individuals.

(Several people supported that edit.)

David: Making sure that there are enough nominations for a competitive election.

Elika: How about "Board Effectiveness Committee"? I re-iterate the suggestion to drop the word "Nominations" from the title. It's creating a lot of confusion, this committee can't make nominations.

Gonzalo: I agree it's a confusing name. How about "Board Development Committee"?

Mark: I like "Board Development Committee."

Léonie: How about "Board Continuity"

Eric: Regarding removing the mention of recommending specific individuals; I just want to make the point that it's not uncommon for a Nominating Committee to recommend individuals.

David: I am comfortable with a report from the committee to the Board about who is running as a result of committee actions. I do not want the committee to be making recommendations to the Consortium Members.

Chunming: +1 to limiting any reports about individuals (only) to the Board. This would address my concern about introducing bias among the electorate.

Mark: Regarding confidentiality, my understanding is that most of the materials would be Member-confidential. (Mark walks through the bullets of the charter on limited information that might be Board-only.)

Dom: If this committee approaches potential candidates, would we recommend to candidates that they not mention this interaction?

Mark: How would be constrain them?

Dom: We could make explicit that the candidates should not flaunt the outreach to them.

Mark: Should this be a Committee or Task Force?

(Discussion of team, external people).

Dom: Either can have standing guests. For me the only question is whether we need the constraints on voting rules.

David: Does this question relate to confidentility requirements?

Gonzalo: I don't think the committee will contact people; it will be **members** of the committee approaching people. People are not approaching candidates on behalf of the Task Force. I see this committee as only making recommendations for board-appointed** Directors. I don't think this Committee should not be reaching out to Consortium Member elected candidates.

Chunming: I am hearing consensus that we would benefit from Director-appointed Director recommendations, but not yet consensus about the role of the committee with respect to consortium member elected Directors. I can live with the latter provided the bias concern is addressed. I suggest that, since elections are sensitive, that we keep this as a Committee rather than as a Task Force. Also, it's important to define principles for committee behaviors.

David: I think that there is strong agreement that the committee (as a committee) should not recommend individuals to the community. Where I think we are still debating on whether the committee (as a committee) should seek candidates.

Chunming: It's important to clarify what is meant by "recommendation." We should not taint elections; only recommend participation in elections.

Dom: We should consider multiple phases of an election: before nomination, during nomination, etc. The role(s) of the committee will differ according to phase. The committee will need to track who is running (which can be tricky if candidates announce their candidate at the end of the nomination period) to do some of the work. It does not seem to me that outreach to candidates is a committee thing. Outreach would be from individuals based on committee-identified gaps.

David: Legwork is needed to ensure that people run. I'm ok with referring to that as individual effort (not committee effort).

Gonzalo: ISOC is like that. You ask for volunteers. The committee looks at skills and then individuals do outreach. In ISOC, the committee goes further than we are discussing here; they recommend individuals.

Judy: Before nominations start we can encourage volunteers. During nominations we can evaluate candidates for skills.

(David describes a scenario where the committee reaches out.)

Mark: I think there's a difference between "you should run" and "have you considered running?" The outreach is not a formal activity of the committee. The charter does not need to speak to all the things that must happen in the world (e.g., outreach) for an election.

David: I am completely fine with saying that outreach is not on behalf of the committee.

Mark: I don't think that "individuals do outreach" needs to be written.

## Lunch 1230-1400

## Afternoon, formal Board session three+four 1400-1715

### 1. Agenda review

### 4. Committee Matters and Resolutions

#### 4.1 Governance Resolutions

* Governance Issues for [Board Attention](https://github.com/w3c/board/issues?q=is%3Aopen+label%3A%22Board+Agenda%2B%22+label%3Agovernance)
* Resolutions

#### 4.2 Finance Resolutions

* Finance Issues for [Board Attention](https://github.com/w3c/board/issues?q=is%3Aopen+label%3A%22Board+Agenda%2B%22+label%3Afinance+)
* Resolutions

#### 4.3 Personnel Resolutions

* Personnel Issues for [Board Attention](https://github.com/w3c/board/issues?q=is%3Aopen+label%3A%22Board+Agenda%2B%22+label%3Apersonnel)
* Resolutions

### 5. Board Issues and Resolutions

* Board Agenda+ Member-visible [issues](https://github.com/w3c/board/issues?q=is%3Aopen+label%3A%22Board+Agenda%2B%22+-label%3Agovernance+-label%3Apersonnel+-label%3Afinance)
* Other Board resolutions

### 6. Member discussions

* [All](https://github.com/w3c/board/discussions?discussions_q=is%3Aopen)
* Updated since [2023-08-01](https://github.com/w3c/board/discussions?discussions_q=is%3Aopen+updated%3A%3E%3D2023-08-01+)

### 7. Existing Action items review

* Tagged Board-Agenda+ [Board-only](https://github.com/w3c-bod/board/labels/Board%20Agenda%2B), and [Member-Visible](https://github.com/w3c/board/labels/Board%20Agenda%2B)
* Action Items [Proposed to Close](https://github.com/w3c-bod/board/issues?q=is%3Aopen+label%3AActionItem+label%3AProposedToClose)
* 5 at the time of writing
* Other Existing Open [Action Items](https://github.com/w3c-bod/board/issues?q=is%3Aopen+label%3AActionItem+-label%3AProposedToClose)
* New action items assigned at this meeting

### 8. Upcoming meetings

Board [future calendar](https://www.w3.org/groups/other/board/calendar/)

### 9. Any Other Business

### 10. 1645-1715 Board Executive Session

How are we doing, relationship questions etc. Any other executive session matters.

### 11. Adjourn

# Day 3, Friday Jan 19th, Training day

Program is run as proposed by [AICD](https://github.com/w3c-bod/board/blob/main/contracts/2023-11-AICD-proposal.pdf).