Facing a deadline, a key facilitator of the internet — the World Wide Web Consortium (W3C)  — is re-organizing itself into an independent, public-benefit, nonprofit corporation — so that it can continue to foster technology standards that keep the web open and global. On July 25, it announced it is seeking board-of-director nominees for the new entity.

The change is important because much of the collaboration among major so-called “platform” companies such as Apple, Google, Mozilla, Facebook, Microsoft, SalesForce — and other technology companies — takes place in meetings of W3C standards-development and discussion groups. There is concern that without the work of the W3C, the internet could become splintered.

The deadline arose from ongoing conversations with one of the W3C’s four “sponsors” — the Massachusetts Institute of Technology (MIT) — which for 28 years has collected millions of dollars in annual fees from the W3C’s 460 corporate “members” and then paid salaries and other expenses of the group.  The MIT discussion led to a conclusion that the W3C should become independent of MIT and its other sponsors by the end of 2022.

There has been no public explanation of why the change with MIT has become necessary, although there are hints in at least one on-line report, and within public minutes of the W3C’s technical-advisory group (TAG).  The first official word came in a fairly detailed June 28 media advisory from the W3C’s staff. MIT’s Office of the Vice President for Research did not respond to questions this week, but members of the W3C “team” did, saying the W3C expects “to continue working with today’s hosts in mutually beneficial partnerships.”

Although W3C formed under the umbrella of MIT, it acquired similar “host” relationships with university-organizations in France (ECRIM), Japan (Keio University) and China (Beihang University) — and a fifth non-host collaboration with the University of Southampton in the United Kingdom.  Because of COVID, its staff has recently worked largely remotely rather than on the Cambridge, Mass., MIT campus.

W3C is best known for advancing standards governing HTML — the markup language that produces web pages — and a host of other related technology standards. Its work is uniquely governed in part by an “Advisory Board”, similar to a board of directors. Each W3C member company can cast one vote in Advisory Board elections. But decisions of the Advisory Board can be overturned by Sir Tim Berners-Lee.

Berners-Lee developed the first version of HTML and other technical tools and is therefore credited with inventing the World Wide Web. He originally asked MIT’s help in founding the W3C as a way of guiding the web in a public-benefit direction.  Berners-Lee is now also leading  a combined for-profit business (Inrupt), and related not-for-profit (Solid) effort. His aim is to create a solution for the way trust, individual identity and privacy are handled.

“W3C, the Advisory Board, and Advisory Committee have been working with MIT and its other host institutions for several years to plan for the transition to a non-profit legal entity,” said a statement emailed by Amy van der Hiel, W3C’s media-relations coordinator, in response to questions. “W3C team and community want to enable the consortium to manage its work more effectively as a member-led unitary global organization.”

Board composition: “Member” majority

In the email, she said that — when W3C has completed setting up a U.S. nonprofit, public-benefit corporation and transitioned its “members” and staff —  Berners-Lee’s only role will be as a non-voting member of the corporation’s new 13-voting-member board of directors.  The W3C email said seven members of a Board of Directors will be elected by a one-company-one-vote process of the 460 members. The other four seats will go to each of the hosts (MIT and the French, Chinese and British institutions), and the board itself will select the final two members.

As for annual-fee payment agreements with members, the W3C responsive email said “member agreements currently with the hosts (MIT etc.) will be transitioned to W3C, Inc.”

In various communications, W3C representatives have said the new entity will be a Delaware-chartered corporation, and that it will seek approval from the U.S. Internal Revenue Service for so-called 501(c)3 tax status, enabling it to receive tax-deductible contributions. By law, 501(c)3’s have to have a purpose that broadly benefits the public, rather than a particular industry, as might a trade association.  The W3C said the tax filing was “in process.”

This week, the W3C did not provide any information about the language planned for the bylaws or incorporating documents, which the IRS would have to receive in the 501(c)3 application which would be public in some venues.  As of July 28, a closed corporation, “W3C, Inc.” shows online in Delaware corporate records as having been set up  in 1998. But in its reply to questions, the W3C said an unspecified, different entity is being used.

Without Berners-Lee, any change in focus and intention?

“The W3C membership will elect a majority of the voting seats of the board (7 of 13) to bring a diverse multi-stakeholder perspective from the W3C membership,” said the email from van der Hiel. The loss of Berners-Lee’s informal “veto” and guidance role, and a board majority drawn from a pool of mostly technology companies, could give rise to questions about the focus and intentions of the W3C.

The notion of a U.S.-incorporated public-benefit nonprofit was used in the 1990s when global control of Internet domain-name assignments was transitioned from the U.S. Commerce Department to a new entity, the Internet Corporation for Assigned Names and Numbers (ICANN), which was incorporated as a nonprofit California public-benefit entity. Through its unincorporated history, W3C has made an obvious effort to places much of its documents and process in public — although some meetings remain for dues-paying members only.

“We designed the W3C legal entity in a way that keeps our core unchanged,” Jeff Jaffe, W3C’s top executive, said in the June 28 statement. “Our values-driven work remains anchored in the royalty-free W3C Patent Policy, and the W3C Process Document where we enshrined dedication to security, privacy, internationalization and web accessibility. W3C and its Members will continue to play a fundamental role in making the web work for billions of people.”
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The Information Trust Exchange Governing Association, the 501(c)3 nonprofit entity that hosts the Privacy Beat email newsletter, is a California public-benefit corporation organized to “operate for the benefit of the Internet community as a whole” to “promote the operational stability of the Internet” by researching, developing, testing, adopting and promotion tech and business standards for governing online information exchange, to help the public manage their privacy, identity and information payments.