Conflicts of Interest and potentially Private Benefit / Inurement on the Drupal Association board

Perhaps you didn't read http://association.drupal.org/node/1169?

I'm sorry, Alex, but you're wrong.

I was in the DA when all this was going down.

I paid attention to what was going on.

I believe what they did was fine.

My job in the DA was to provide oversight for exactly things like this. My stance is this:

My job was to watch for corruption. I analyzed this and saw nothing of the sort. Your accusations do not change my mind. If you believe they were corrupt, then all of us in the DA were derelict in our duty. This is why I do not accept your apology. You cannot limit this to just a few members of the board. It's not like they're super powerful people who are able to just act in ways that they feel is right without the rest of us knowing.

Sure, some members of the DA are not watching. Many of us were. And many of these issues have been discussed.

IMO, if you are accusing these three people, then you are accusing all of us that were there at the time. And that is why your apology on twitter is a meaningless gesture. It does not work. You can't have it both ways. If they're guilty, we're all guilty.

Personally, I think your actions are poisonous to the community. Whether you are right or wrong (note: you're wrong) your actions have dangerous effects on people both in the community and watching it from a distance. Because of people like you, people, right now, making the decision of what software to use for their future websites, are going to not pick Drupal. That costs your company money, and it costs my company money. I also believe this post may violate the Drupal code of conduct, though I'll let the rest of the community decide if I am right or wrong there.

So, Alex. You're willing and happy to work to destroy the Drupal community over your personal vendetta. A vendetta which, to all evidence I can see, is misguided in the best light I can put on it, and more likely petty and malicious? Every thing you've ever contributed to Drupal, everything your company has ever contributed to the community is being blackened by these actions.

Personally, at this point, I believe you should be banned from all drupal.org resources for this. You claim your cause is just, but I think, deep down, you are just petty and angry and trying to pursue a personal vendetta and have found a means of attack. I think this kind of behavior should not be tolerated in the community. There are items in your post which you know are not true, because I have corrected you on it, yet you continue to post them as though they were facts.

Luckily for you, I'm not really part of the webmaster's team. I have, however, ask the webmasters to act to protect our Code of Conduct and the community: http://drupal.org/node/1220846

Overall, as one of the permanent members of the Drupal Association, I think it's good to get the questions of how things work within the organization, including potential conflict of interest, out in the open. It's long overdue.

The Drupal community is dynamic, amazing, huge, diverse, and international. It's very easy for a few people sitting around a virtual table to become relatively removed from that community. I've always been uncomfortable with the DA structure--as a handful of permanent members drawn from relatively narrow sections of the community, mainly developers working for or running Drupal shops, how can we truly represent the community?

The current DA board is not the most representative of our diverse community. Five of the eight board members are owners or employees of just two companies (Acquia and Palentir). All but one are owners or employees of US-based Drupal shops. Given that the shops often have close business relationships, including formal partnerships, there is a lot of potential for conflict of interest as decisions are made that directly or indirectly benefit one or more of the companies involved. The presence of potential conflicts of interest doesn't in itself mean any wrongdoing. It does mean that we need to pay especially close attention both to decision making and to transparency to our community.

One of the first things I brought up within the DA after joining as a permanent member was the potential for conflict of interest, especially in relation to Drupalcon decisions. There have been some improvements since then, but we've still got a lot of work to do. We're starting in--I'm on a conflict of interest committee that had our first meeting this month.

As an organization and as permanent members, we have usually not been effective at communicating out what goes on within the organization, including diverse views and some vigourous internal debates.

It's perfectly valid to raise concerns about particular situations. Alex's interventions already helped spark better sharing out of information about DA processes and decisions and also closer attention to the relation of the DA to the US entity Drupalcon Inc.

The general issues and questions Alex is raising are ones I've heard repeatedly from many members of the Drupal community for all the time I've been part of the DA. Bringing them to the community is an important role. They need to be heard and addressed.

Two things though.

First, let's try to tone down the level of individual accusation and rancour, on all sides. It doesn't help us address the basic issues. As I see it, those issues are: how can we identify, acknowledge, and above all address problems and shortcomings in the DA to improve the organization's work and community governance?

Second, while scrutiny of past decisions is important, it shouldn't completely detract attention from communication about and community engagement in big changes that are afoot in the DA.

Within the DA, and pretty much behind closed doors, for the past several months we've been debating and planning how we can best restructure the organization. The proposed changes were finally posted this week on the DA site: http://association.drupal.org/node/1119

This proposal is anything but small. It would radically reshape our organization. It seems to me like a sign of how little we've engaged the Drupal community that that document so far hasn't received a single comment.

Personally, there's a lot I like and support in the proposal, but also a lot I have big concerns about. It would see us eliminate the permanent membership, leaving the board as the sole decision making body. I'm concerned that this change could if anything increase the degree of centralization in the DA. Could we instead expand voting rights to the full membership, currently at over 2,000 individuals and organizations? I'm also concerned at the idea of relocating the DA to the United States. Would this increase the degree to which decisions in the DA come from a mainly US perspective?

In sum: the issues raised here are serious ones worthy of attention. Hearing and addressing them could help take us in positive, progressive directions.

I am very sad to see these types of accusations made in the Drupal community. While I agree with Nedjo that openness must be embraced, these approaches should not be.

Alex, I believe you've made serious mistakes in judgement and you should mitigate damage unfairly caused to these people. Your approach should have focused on whatever issues you believed needed review. If you question a community approach, keep it there. Then, trust the community to help find the right way. Perhaps the community will decide to adapt how things are done. In this case, I hope that happens if only for the reason the community must better protect contributors from this type of attack.

Am I correct in understanding that "acknowledgement as a sponsor" is the source of concern? Am I correct in understanding that no cash was given? Just recognition?

If so, I want to share that Joomla Day organizers are regularly listed as "sponsors." The largest Joomla Day events are a fraction of a DrupalCon event and, still, the community has no qualms whatsoever about acknowledging contributions in this manner.

It is so important credit for contributions is given in our free software communities. Not only should it be "okay" to acknowledge significant contributions towards such an important event, it should be encouraged and celebrated!

From | Producing Open Source Software by | Karl Fogel, | Chapter 8. Managing Volunteers that is simply entitled | Credit.

Credit is the primary currency of the free software world. Whatever people may say about their motivations for participating in a project, I don't know any developers who would be happy doing all their work anonymously, or under someone else's name. There are tangible reasons for this: one's reputation in a project roughly governs how much influence one has, and participation in an open source project can also indirectly have monetary value, because some employers now look for it on resumés. There are also intangible reasons, perhaps even more powerful: people simply want to be appreciated, and instinctively look for signs that their work was recognized by others. The promise of credit is therefore one of best motivators the project has. When small contributions are acknowledged, people come back to do more.

In our communities, we should question approach. We must demand openness. It is imperative to get involved. There is nothing wrong with arguing passionately about issues and code. But, we must always stop short of accusing people, at least before all other approaches were first attempted and we are able to do so with facts and without conditioning accusations with words like "potentially."

Alex - I think you have made a very serious mistake here. I agree with others who question why you will not allow comments on your site. How can you call for openness and use such a closed approach? This is very sad to see such serious accusations and I hope those you have attacked have the support they need to get through this. I hope it does not discourage their future involvement with Drupal.

There's an old saying that it's not what you say but how you say it that I think applies very well here. The DA acknowledges that there are problems. Could we start out with the assumption that they are caused by lack of experience rather than malice? Let's give them a chance to learn best practices and make things right, not call out individuals with accusations. I'll be the first to admit I haven't paid much attention to the DA and lack knowledge of the situation. But what I do know is that, in the 6 years I have been in this community, I have found the vast majority of people in the Drupal community to be good people who care about Drupal and want to do things to make it better. I have seen countless Drupal shops put the community over profit. Sure, they need to stay in business, but they manage to do it while benefiting the community. I'm not saying we're immune to corruption; no organization is. But everything I've seen these last 6 years tells my gut that innocent mistakes are far more likely than intentional wrongdoing. Let's give them the benefit of the doubt and work with them rather than throwing out accusations.

Michelle

Okay, I actually finally read this Audit the DA post. Being privy to some of the information, I'm going to respond to a couple of key points. As I've said previously, I want to make it clear, I am no longer associated with the Drupal Association. Most DA members are afraid to talk, because anything they say will be construed as an official DA response, and an official DA response pretty much has to come from either Jacob or Dries. And for what I hope are obvious reasons, they are concerned that any addressing of this they make will have repercussions. In general, Alex is acting as a terrorist, and meeting any demand of a terrorist usually leads to worse, down the road.

What Alex has concluded from what happened here is about as far from the truth as it can be. Let me give a little history lesson here. Note that this is primarily from my memory, with a few facts filled in for me from other people who've been involved.

First, let's go back to Boston. When Boston Drupalcon happened in 2008, which was hosted by Acquia, the Drupal Association was still a very new entity. We had only really figured out what we were going to do the previous DrupalCon. in Brussels. To be honest, none of us really knew what we were doing. We had no idea how to run an Association, and we still hadn't gotten used to how much Drupal had grown. At the time, the primary purpose was because it was becoming increasingly difficult for Dries to act as the financial entity to run a DrupalCon. At that time, the largest DrupalCon had only 400 or so people (though Sunnyvale could easily have been larger if it weren't for caps based upon the size of the Yahoo campus). Drupalcons has previously been put together not by any formal decision of who would do it, but in the community manner of whoever stepped up to do it.

Boston changed things. Boston partnered with another organization. It put Drupalcon in a real convention center. It was run primarily by Acquia (which acted as the fiscal agent). An Acquia employee in particular, Kieran Lal, (also on the Drupal Association board) worked 16 hours a day for several weeks to get Boston to happen, because everything was done last minute.

And Boston was very successful, and it doubled the size of Drupalcons. And the people who run Drupalcons were, frankly, afraid, because the difference between a convention with a few hundred people and a convention of nearly a thousand people is pretty staggering. Particularly when you're talking about professional facilities and other bits.

So the Drupal Association had a lot of internal debate about what to do. Shortly after Boston, Development Seed was one of at least four possibilities we were considering. At that point, we had asked the community to put in pitches for the next Drupalcon, and we were considering a number of them. DevSeed's was far and away the most polished but there were many choices, including things like letting O'Reilly run it, and if I recall Los Angeles was considered then. Oh and Alex's company had put in a pitch for Philadelphia. That's actually important, I think, because it's at least part of the reason for his vendetta.

In any case, Development Seed put on an incredible conference in Washington, DC 2009. They doubled attendance, again, and they raised the bar to a level we, as a community, had never seen before. They hired an Events Management firm, Groundswell, to do a lot of the work professionally. They also created DrupalCon, Inc, to be the fiscal agent so that DevSeed wouldn't carry the debt or directly have the money. Cary Gordon, was at that point the DA Director in charge of Events, was concerned that the model we were on was not sustainable. Is it really good for the community to have Drupal shops doing all of this work, and in control of the rising amounts of money involved?

Plus, the larger these conferences are, the longer they take to plan. Major facilities are not available on a moment's notice. Sometimes you need more than a year's time to secure the space you want. In New York, it's more like two years. So while trying to settle on what would follow up San Francisco, Cary, doing his job as director of events convinced the DA that we needed to change our model.

1) The selection process had left a bad taste in the mouths of everyone who didn't get selected. It's a lot of work to put in a polished pitch, and that work goes for nothing when you don't get picked.
2) It was taking the DA so long to come to a decision that the groups putting in their pitches weren't having enough time to do the actual work.

When it came time to pick for 2010, it was already summer, and we were scheduled to have a convention in March. SF had put out a pretty impressive marketing program. It is true, what Alex says, that the Chicago group were upset. But they weren't upset about the marketing, they were upset that the DA was dragging its heels. In fact, the Chicago people were ready to withdraw their proposal because by July (roughly) the DA still had not made a decision and Chicago no longer felt it had the time to put on a conference of the quality that we had become accustomed to. San Francisco had gone ahead and made arrangements as though they were getting it; to some level they really bet the farm there, because if they hadn't been selected they would've been out a great deal of work.

The big problem here was that the DA was dragging its feet. The board didn't meet very often, and when it did meet, information tended not to be very well distributed. It was hard for the DA to make big decisions, and these were scary decisions. This frustrated everyone. Cary, not the least, who was between a rock and a hard place.

Cary, wanting to stop what had turned into a cycle of Drupalcons put on for short notice, presented a proposal to the board lengthening the cycle to 18 months, and having a professional event management team always on board, trying to reduce the work needed by the community to things the community excels at. In the end, Chicago and San Francisco were presented to the Drupal Association board in August, 2009 along with a slate of other things for one, giant vote. The vote included designating DrupalCon, Inc as the fiscal agent for all Drupalcons (at least, in the US) and retaining Groundwell and revamping the selection process.

Those vote passed unanimously. No one recused themselves, but it was also a megavote. There were a lot of items in that vote. San Francisco was also part of that vote, and SF had a team member on the board too. Now, I don't know about the specifics of running a non-profit. Maybe that's not the right way to do things, but that's the way the DA was doing them, at the time, and that's what happened. At the time, nobody in the DA thought anything about it. Because we needed to make decisions, and Cary did everything he could to make sure all the pieces were in place to have a decision made. I think this meant that he cut some corners. There was no formal process for selecting 2011. He picked Chicago because they had a proposal in, and because he'd been working with them already on their 2010 proposal, and because he was trying to get things done without repeating the pain that happened in 2009's selection process.

Also at the time, DrupalCon, Inc was still owned by DevSeed and was not yet a 501(c)3. The process for turning it into a 501(c)3 started immediately, though, and the paperwork for that was finished last year. Its status was backdated, so technically it's been a 501(c)3 since 2008, but nobody knew that at the time.

Cary picked Chicago as the followup Drupalcon for several reasons. It had a big, international airport, making it easy to get to from Europe. It is a cosmopolitan city and has a lot of things to do. The team was willing to do 2011 instead of 2010. Since the DA was in the process of changing its model, to us it seemed like a very good idea. This would be the first NAconference not put on at the last minute...pretty much ever. Every single North American Drupalcon prior to that had been arranged quickly and with undue haste. It was burning people out, in a bad way.

Now, what we did there wasn't well communicated. The board was having a real problem with communication, and it's because of the community model.

In the Drupal Community, things are done by Whomever Steps Up To Do Them.

In the Drupal Association, it turns out, that can't happen. Why? Because 30+ people are all afraid we'll say something we're not allowed to say. Drupal vzw is a fiscal entity and it has legal responsibilities. Things have to be done in a certain way, there are statutes to follow, and transparency ended up falling to the wayside for two reasons: 1) Time required to get the proper information and 2) Fear of saying the wrong thing. This burned Jeff Eaton badly -- he was elected to the board as director of communications. He then communicated, and got shot down for saying something that could be construed as taking a stance the DA did not want to take.

That's the problem. When I speak in the Drupal Community, everyone knows I speak for myself. But when you speak as a member of the Drupal Association, you are automatically speaking for the entire organization. That's hard to do. We were always spread across the world, coordinating primarily through a mailing list, full of busy people doing busy things. That's one of the big reasons for the re-organization going on, Right Now.

So then, the summary: Drupalcon Chicago was different because we needed to change the model. Chicago already had a proposal in, and as such, Cary found it expedient to package SF and Chicago together, and It Was Done. Finally, a DrupalCon would have > 9 months of time to do all of the work needed. In the future, we continued to evolve our model, and it's a model I participated in. It also continued to suck for reasons I won't get into here, but it continues to evolve because of that very suck.

I'm not addressing everything Alex says. In fact, for everything Alex says part of this response matters, but this one is easy:

The numbers are available. While the Boston DC site is not, DC, San Francisco, Szeged, Copenhagen and Chicago's drupalcon sites are all available. You can go there, right now, and count how many sessions the people who put that con on had. Did you, Alex?

I know he didn't. I know someone who did. I'm not going to repeat the numbers, because Alex can bloody well gather his own evidence, but I will say this: The numbers do not support his theory. Those numbers are available. And it is on the accuser when the numbers are publicly available. But I will say that DevSeed/Phase 2 was more guilty of stacking the presenters than Palantir, and I haven't heard Alex bitching about that.

The fact is, the selection process is going to be biased towards people the selectors know. Period. Palantir actually worked harder than most to try to alleviate that bias. I don't think they were 100% successful, but they did not fail, either, at least not compared to any previous DrupalCon.

Summary of point 2: Do the math, Alex, before you accuse.

In conclusion, the Drupal Association has a lot of work to do in the way of transparency. I think this work actually has to start with Jacob Redding who is the fulltime Executive Director of the association and ultimately it's his job to collate this information and disburse it, or to appoint someone who will. The restructuring may help, but ultimately what it won't do is give Jacob more time to do that part of his job. Jacob is either going to have to do that, or the new board, whenever that actually happens, is going to have to force him to with a resolution.

Either way, improving the transparency is good. What I don't want anyone to think is that if the DA successfully improves its transparency, it will have anything to do with Alex.

Greg Knaddison joined the Drupal Association in 2008, I think, because he wanted to improve transparency. And he learned, firsthand, all the frustrating reasons that it's failed. But people have been working on it. It's good to remind the DA that it needs to continue to work on it. I fully intend to, as an outsider, be a constant reminder that they need to. But for the love of the entire community, we must put pressure on Alex to stop this destructive behavior.

Having read through the original post and the many responses here I am saddened by this approach. Not only does it make everyone associated with Drupal look bad but it seems as though there is some serious misrepresentation going on. Misrepresentation is just a stone's throw away from defamation.

I am an organizer of an upcoming DrupalCamp. I sincerely hope that planning Drupal events does not result in this kind of debate every time. If it does, you know I won't be volunteering any more - and nor will many others. In fact, this discussion serves only to prevent almost every freelancer and studio from participating.

Hmmm...so the DA is Dumbledore's Army and Alex UA is for Umbridge Army, right? :P

The more I read the more confused I get. If Alex was completely off base, I feel like everyone would be able to read through this thread, Jacob's post, and AuditTheDABoard.com and come to that conclusion on their own.

Instead, I'm more confused. Can anyone answer these questions...

1) Who actually approved the Palantir contract that exchanged 500 hours or work for something other companies paid $45,000 for? In at least 2 places in his post Jacob makes it sound like the DCI board and DA board are completely different groups of people.

Although Drupal VZW does not run DrupalCon, the two organizations often work very closely together because we believe that it's in the best interest of the broader Drupal Community to do so.

Drupal VZW has absolutely no control over DCI, but the Board of Directors of DCI always independently considers the advice and counsel of Drupal VZW, which represents many of the beliefs of the broader Drupal community.

But then he goes on to say...

As the Executive Director of DrupalCon Inc. and the principle in the decision to contract with Palantir.net. I believe that we made the right decision in offering Palantir.net a sponsorship in exchange for their work.

How is it that the ED of DCI is also the ED of DA and that person was the principle decision making in this contract, but the DA does not control the DCI? On the 2010 990 IRS form, Jacob is listed as Treasurer. Was he the Treasurer and Executive Director?

3) @merlinofchaos, you said that your job with the DA "was to watch for corruption". Was that only in reference to selecting Chicago to host 2010 or was the contract between DCI and Palantir reviewed by the DA as well? If it was reviewed, when did that happen?

4) What information did Jacob and anyone else within DCI and/or DA who reviewed that contract use to determine that the Project Management, Website Development, Graphic Design for DrupalCon Chicago could be done in < 500 hours? Was this based on data from pervious DrupalCons? If the 500 hour figure was "pulled from a hat" as @catch suggested, was there a plan for the additional 1800 hours of work or was that work that really didn't need to be done and just making this discussion more confusing than it needs to be?

5) Was GVS and a designer paid in addition to Panatir's hours as Alex claims?

6) As @eaton claimed, has it been the standard for companies involved in DrupalCon to receive a sponsorship equivalent to hours they've volunteered at a rate of $75-90? If so, can someone post the companies that have been given this deal in the past and which companies have this type of deal for London and Denver?

They received a Diamond Sponsorship, equivalent to the sponsorship and branding placement that other companies who've organized DrupalCon have received in the past.

If every other DrupalCon had deals like this and the Project Management, Website Development, Graphic Design had been done in < 500 hours in the past, can someone with that information post it?

At the request of @merlinofchaos, I am posting my comments here that originally appeared under Issues: Warn Alex UA about Community Conduct violation so that merlin can delete them from the original location:

First, I thought Merlin's comments in response to Alex's accusations were very helpful for the most part. They gave me some useful background in understanding this controversy and suggest to me that (1) there are indeed problems with DA's governance, but (2) those problems stem primarily from lack of time, resources and experience on the part of DA's board, and not from corruption. "Lack of time, resources and experience" are typical of the pains that an organization experiences when it grows, and Drupal has been growing.

Second, the implied call by Alex for people to report the Drupal Association to the IRS is a serious attack that seems unwarranted and provocative. If Alex feels there is a legal violation, he should simply report it himself rather than trying to incite other people to file the complaint for him. Either DA has broken the law or it hasn't, and if it has broken the law, Alex shouldn't be waiting until August to report it. The facts, however, suggest no legal violation. The IRS does not allow "inurement/private benefit," but this only applies if the DA board members enter "into an arrangement with the nonprofit and receives benefits greater than she or he provides in return." The $45,000 benefit which Palantir received in this case had no cash value whatsoever and consisted entirely of presumed advertising value. For this to constitute "benefits greater than Palantir received in return," the IRS would have to conclude (a) that the value of a diamond sponsorship was truly $45,000, and (b) that Palantir delivered services of significantly less value than that amount. Similarly, the IRS would have to conclude that the Chicago Field Museum of Natural History got paid more money than it should have been paid for the event which it hosted in connection with DrupalCon. (The Field Museum's website lists a price of $65 per person for events hosted there, so the fact that DrupalCon paid $45/person actually means that they got a discount.) In any case, the burden of proving inurement would be on the IRS or on the person who makes the accusation. The Drupal Association is not legally obligated to initiate an audit or any other investigation, and I think the IRS would be unlikely to initiate an investigation unless Alex comes up with stronger evidence of wrongdoing than he has thus far provided. I have some knowledge of the way the IRS treats allegations of conflict of interest in a nonprofit organization, and I do not believe that the information Alex has presented would lead to sanctions.

However, I think people should be careful about about using Drupal's Code of Conduct as a basis for punishing Alex. The Code contains some recommendations to "be considerate," "be respectful" and "consult others," but those are vague phrases. Moreover, the Code contains no enforcement mechanism, and I don't think it is a good precedent to conjure up an enforcement mechanism now just to deal with the fact that Alex has angered people. If Alex indeed believes that members of the DA board have conflicts of interest, there is nothing inconsiderate or disrespectful about him saying so. If he is saying those things when he knows otherwise, of course he is being disrespectful. The point is that the question of whether he has violated the Code of Conduct depends entirely on whether or not we happen to think he is sincere, and none of us is the Great Pumpkin with an inherent ability to judge whether someone is sincere. We can merely form an opinion about whether he is right on the facts. (My opinion, at present, is that he is wrong.) It would be censorious and could establish a bad precedent for future openness within the Drupal community if we were to start banning people whenever they happen to forcefully express beliefs which we do not share. If failure to "be respectful" is considered grounds for banning someone, should we also ban the user who responded by calling Alex a "douchebag," or ban Merlin for calling Alex a "terrorist"? People say heated things in the heat of passionate debate. I've done it myself, and I'm sure I could compile a long list of disrespectful remarks that have been posted on drupal.org by some of the most respected members of this community.

The main aspect of Alex's attack which may merit sanction is his attempt to drag in the IRS, which is a clear threat to hurt the Drupal Association financially. However, the Drupal Code of Conduct does not contain any language which says that people are forbidden from attempting to hurt the Drupal Association financially. If the Drupal community wishes to take self-governance seriously, it may have to accept that members of the Drupal community are allowed to take legal actions which the Drupal Association finds inconvenient, just as for example the U.S. constitution allows citizens to file lawsuits against the federal government (including meritless lawsuits) without accusing them of treason. I can imagine adding language to the Code of Conduct which would define a grievance process, and the rules for filing grievances might be defined in such a way that Alex's actions constitute a violation. At present, however, no such language or process exists, and it would be a poor precedent to simply "read between the lines" in order to artfully construe his actions as a violation. If people want to sanction Alex, there are informal ways to do that (through declining to offer him leadership positions or to do business with him), but I don't think the Code of Conduct in its current form can serve as a basis for sanctions.

Finally, I would just note that Alex has been a longtime member of the Drupal community, and although I think he has gone off the rails in this case, a number of his past contributions have been positive. I would hope that some way can be found to dial down the acrimony and resolve this amicably. Maybe I'm naive, and I'm sure I don't know all the history here, but that's what I wish would happen.

Follow-up:

@Alex UA: I don't see how your tactics can honestly be described as "an option of last resort." There are quite a few things that you could have done prior to attempting to bring the IRS into this which you have not done. I have nothing against your right to publicly ask questions, but there is a big gap between asking questions and calling in the IRS. You have not presented any evidence of actual lawbreaking, only questions and speculation. Between "questions and speculation" and "calling in the IRS" there are any number of options to which you could have resorted before going nuclear.

As for whether DA should have put a contract out to bid for the work that Palantir did, the Drupal Association is not required by law to put all contracts out to bid. You are certainly entitled to think that they should have done so, and if you feel that they are not managing your donations responsibly, you are not obligated to continue donating. You can even ask them to refund past donations, although they are under no obligation to do so. (I happen to sit on the board of directors of a nonprofit organization, and occasionally we have received requests of this nature. We have always complied with those requests, not because we are legally obligated but because we think it's the right thing to do.) You are also certainly entitled to argue passionately and publicly that DA should put all its contracts out to public bid. However, publicly alleging that they have violated the law and trying to drag in the IRS crosses a line that I do not think you should have crossed.

I think this is a healthful conversation for the community to have, even if it could have been started on more civil terms. I'm glad to see us starting to converge towards more civil discourse on the issue of transparency within the DA. It's unfortunate that in light of some of the accusations that have been made, due legal reasons we're unlikely to get responses from members of the DA Board/GA anytime soon.

I still have a few questions on the situation I'd like to ask though. What exactly is the distinction between Drupal vzw and Drupalcon Inc.?

In Gerhards comment (http://groups.drupal.org/node/162604#comment-544894) above he states "If this was an attempt to get me to claim that yes, Drupal vzw controls DrupalCon, Inc, it has failed. DrupalCon, Inc. acts independendly, has its own board, and I as a board member of Drupal vzw don't have more control over it than for example you". In the post Jacob Redding made on the DA blog (http://association.drupal.org/node/1169) a couple days ago he states "A new legal entity was formed to host DrupalCon: DrupalCon Inc. (DCI). In August of 2010 this entity was formally recognized as a U.S 501c3 non-profit. This non-profit is not controlled nor managed by Drupal VZW (i.e. the Drupal Association), which is a Belgium non-profit".

I do not understand business law, nor do I pretend to, but on the surface these statements appear to be something which paperwork might support, but the casual observer would likely not agree with. My understanding of the DA's relationship with Drupalcon is this:

• The Drupal Association selects the cities in which DrupalCon is hosted.
• The Drupal Association uses funds from DrupalCon for community projects (d.o redesign, git migration, d.o infrastructure)
• People hired to work on DrupalCon have been repeatedly referred to as Drupal Association staff (http://association.drupal.org/node/739, http://association.drupal.org/system/files/Annual%20Report%202011%20-%20..., http://webcache.googleusercontent.com/search?q=cache:qWgXuCNkdC8J:associ... -- this page appears to have been recently changed.). It's worth noting on the first link they are also referred to as Drupalcon Inc. staff.

I'm not in the DA, so I could be wrong on some of these points, feel free to correct me if I am wrong. If I am, particularly on who controls the funds from Drupalcons, I'd love an explanation as to what oversight / community controls are in place to govern the decisions of Drupalcon inc, as well as the use of Drupalcon funds, since (I presume) it is the organization that actually gets revenue from the North American Drupalcons.

My goal here isn't to start fires, but I honestly do not understand the distinction that is being made between the two organizations.

The proper person to put pressure on in terms of Drupal Association transparency is Jacob Redding. And I'm not saying to give him any blame, but as the Executive Director of the DA, he is ultimately the man responsible for seeing that transparency happens.

We have an admitted failure here. If transparency fails in the future, he is the person to lean on.

While I am currently a member of the GA, what I write here reflects my own, personal opinions, and NOT the opinions of the DA.

First, no one within the DA would argue that we have gotten transparency right, and there has been a concerted push to increase transparency going back years. However, the DA has been understaffed/overworked for YEARS. Earl does a good job tracking out much of this in his comments above. For better or for worse, in the interest of trying to get things done, the communication about what was actually getting done, and why, was no where near what it should have been.

However, this poor communication is not a sign of malfeasance; it's just a sign of poor communication. It's definitely a failure, though, and one that DCI and its staff should be taking seriously, and taking the steps to correct.

Also, over at the Audit the board site, you list out the members of the conflict of interest committee, and you have the committee membership wrong. I'm a part of that committee, and Larry is not. I would have commented there, but you have comments turned off.

The irony here is that most (possibly all?) the people within the DA want more transparency, and from my limited perspective the DCI staff have been moving to increase transparency for a while; aka, this is the direction they are moving in, and would have eventually arrived at. To my taste, the movement in that direction could have been faster, but slow progress toward a goal is a far cry from illegal actions.

Moreover, singling out three individuals and accusing them of breaking the law and abusing the trust of the community is a serious thing. Given that you have apologized for that on several occasions in this thread, I'm not going to belabor the point, but these accusations cast a legal shadow over this conversation that raise the stakes considerably.

As noted above, allegations have recently been made suggesting that members of the Drupal Association board improperly used their positions to enrich themselves, their employers and their clients. These allegations center around Palantir’s involvement with DrupalCon Chicago.

Jacob Redding has already covered most of these questions in his post, but given the nature of these allegations, I wanted to also take this opportunity to publicly set the record straight.

Palantir believes strongly in the principles of openness and freedom, which is why we want to make sure everyone is aware of these facts, even though doing so may bring additional attention to the accusations that are being made. While we are disappointed with the manner in which these questions have been raised, we have no secrets to hide, and we are more than happy to provide any information regarding Palantir’s involvement in DrupalCon Chicago.

To be clear: there was no conflict of interest or self-dealing involved with the selection of DrupalCon Chicago or with Palantir’s sponsorship of the event. Palantir did not receive a single dime in cash from either Drupal VZW or DrupalCon, Inc., for its time on DrupalCon Chicago.

Furthermore, as Palantir had two employees who were voting members of the Drupal VZW board, we took extra steps to avoid even the appearance of impropriety:

• No one at Palantir had any signing authority for any contracts relating to DrupalCon Chicago.
• All financial decisions relating to DrupalCon Chicago were reviewed and approved by at two (sometimes three) non-Palantir people with contract signing authority for DrupalCon.
• In the final months leading up to the event, DrupalCon staff members were primarily responsible for vendor selection decisions.
• Any relationships that Palantir had with vendors under consideration (such as the venue for the opening night after-party) were fully disclosed to those evaluating them on behalf of DrupalCon.

The facts show that no decisions or contracts with respect to DrupalCon Chicago were executed with impropriety.

All of the information provided in this post has been previously provided to the board of DrupalCon, Inc., as well as the entire general assembly of Drupal VZW, independent non-profit organization consultants, legal counsel and other parties upon request.

It is important to correct some inaccurate claims about DrupalCon Inc (DCI) itself before going into more specifics about DrupalCon Chicago:

DCI Conflict of Interest Policy

DCI does have a conflict of interest policy, which was adopted on October 16, 2009, and is publicly posted at http://association.drupal.org/about/drupalcon. This is a standard policy recommended for use by the IRS for 501c3 organizations in the United States; a revised policy is currently being reviewed by the board which is based on the model provided by the National Council of Nonprofits. As both policies state, “A financial interest is not necessarily a conflict of interest.”

Definition of Private Inurement

Boardsource defines private inurement as something that happens when an individual who has significant influence over the organization enters into an arrangement with the nonprofit and receives benefits greater than she or he provides in return. The most common example is excessive compensation. [http://www.boardsource.org/Knowledge.asp?ID=3.165] As you will see from the information provided below, Palantir was not excessively compensated for its work on DrupalCon Chicago, and did not receive benefits greater than those we provided to the conference.

Conflict of Interest Committee

While the DA did not have a conflict of interest committee at the time of the board vote that approved DrupalCon Chicago, it does now. The DA Conflict of Interest committee consists of: Laura Scott, Bill Fitzgerald, Nedjo Rogers, David Strauss, Kristof Van Tomme, and me (George DeMet). I am the only member of that committee associated with Palantir.

Should any questions involving me, Palantir, or anyone at Palantir come before that committee, I plan on providing all requested information and answering all questions, but removing myself from any subsequent deliberations, in accordance with standard practice.

Allegations of a conflict of interest does not disqualify someone from continued service either to the organization or any committee on which s/he serves, unless the conflict of interest is proven to exist and have been used in the execution of impropriety and the evaluating committee deems removal or resignation an appropriate remedy.

DCI Accounting

All accounting for DrupalCon Chicago, as with DrupalCon SF, was done by the DCI staff accountant/bookkeeper, who has done the accounting and bookkeeping for DrupalCon, Inc. since November 15, 2009. He is the original source of the financial information in this post as well as Jacob’s a.d.o post.

No DCI or VZW Board or General Assembly member has in any way discussed or otherwise influenced how the accountant categorized expenses for DrupalCon Chicago. The books for DrupalCon Chicago were closed prior to Tiffany Farriss’s election to the DCI board or election as VZW Treasurer. She has not made or modified any journal entries for DCI or VZW, nor requested that anyone else do so.

There is no basis in fact for the spurious assertion that the books were “cleaned-up” or are in any other way untrustworthy.

Motion to approve DrupalCon Chicago, SF

On 8/25/09, the board of Drupal VZW met and held one vote on the following motion proposed by Cary Gordon: (source Drupal VZW Board meeting minutes)

• DrupalCon NA 2010 to be held at Moscone Center in San Francisco from April 17-22, 2010 with the core event (sessions and keynotes) to be held April 19-21, 2010
• DrupalCon NA 2011 to be held in Chicago at a venue to be determined
• Retain GroundSwell Marketing for event production support and management for both events.
• Authorize Treasurer Jacob Redding to immediately to create a U.S. passthrough entity (LLC or TBD) to receive and disburse funds for these events.
• Authorize Events manager Cary Gordon to execute contracts with the venue and GroundSwell on behalf of the Drupal Association.
• The event manager will report monthly to the GA on the status of DrupalCons (added during the course of the board meeting)

It was a 8-0 vote (Dries Buytaert, Angela Byron, Tiffany Farriss, Larry Garfield, Cary Gordon, Gerhard Killesreiter, Kieran Lal, and Jacob Redding all voting in favor). Neither Larry Garfield or Tiffany Farriss recused themselves as being from Chicago and on the organizing team, nor did Kieran Lal recuse himself for living in San Francisco and being part of the organizing team making the proposal for DCSF.

I was not a member of the General Assembly (GA) at this time, nor was I in attendance in IRC at the above meeting. I was voted into the GA on March 2, 2010.

At the time of the vote, there was no expectation of, nor had there been any discussions of, the eventual Palantir trade-in kind or compensation of any kind for Palantir as part of the organizing team for DrupalCon Chicago. Likewise, there was no discussion or expectation of compensation of any nature for the any individuals or companies involved with the organizing team of DrupalCon San Francisco (DCSF).

The Palantir Organizer’s Agreement

Palantir had a written agreement with DrupalCon, Inc., to provide conference organizing services for DrupalCon Chicago in exchange for a Diamond-level sponsorship for DrupalCon Chicago. Palantir’s responsibilities under the agreement were to provide organizational support and Web services for DrupalCon, including supplying an event chairperson; coordinating local activities for attendees; organizing and producing supplemental activities; working to impart a local/regional flavor to DrupalCon; and supplying the branding, design and theming services for the DrupalCon Chicago website. Palantir also had to provide reasonable time for customer service issues before, during, and shortly after the conference for events that Palantir was directly responsible for (e.g. website, design, registration, etc.). The agreement was reviewed both by Palantir’s legal counsel and by DrupalCon’s legal counsel.

As part of its agreement, Palantir submitted time sheets to DrupalCon, Inc., for company time spent on DrupalCon Chicago. The total amount of time reported was over 2,300 hours, which does not include after-hours volunteer and personal time, time spent during the week of the event itself, or mobile app development, which was not part of the scope of work of our contract. Mobile development used a combination of additional 379 donated Palantir hours and considerable personal time volunteered by the team that worked on it.

While the book value of the sponsorship was $45,000, its actual cost to DrupalCon was less than half that amount. As sponsorships are intended to subsidize the cost of the event itself, the cost to service any sponsorship is necessarily less than its cash value. Because Palantir chose not to use all of the benefits that came with that sponsorship, its cost was reduced even further.

The terms of the contract allowed DCI to cancel the arrangement at any time. If Palantir had completed a minimum of 500 hours at the time of termination, then the Diamond Sponsorship would still be provided. The contract did not attempt to estimate or quantify the time that would be required in any way. The mutual expectation was always that Palantir would do whatever needed to be done to fulfill the responsibilities noted above. The 500 hour termination minimum was suggested by DCI as it was equivalent to the rate that had been paid for such services in the past.

The “effective rate” for Palantir’s work on DrupalCon was not only a fraction of our standard hourly rates, but it was also well below the rate charged by others for similar services at past DrupalCons and well below Palantir‘s overhead costs. Our work on DrupalCon Chicago had a significant negative impact on Palantir’s cash flow during February, March and April of 2011. Palantir did not work on DrupalCon Chicago to make money; Palantir worked on DrupalCon Chicago as our way of giving back to and investing in our Drupal community.

The discussions about an Organizer’s Agreement for Palantir began in March 2010, in response to companies from the organizing team for DCSF being paid in cash for some services which Palantir would be providing for DrupalCon Chicago. Due to Palantir's heavy involvement in the Association, in particular on the VZW board, Palantir was uncomfortable with any kind of cash transaction and suggested a trade-in-kind for a sponsorship instead. The Organizers Agreement, which finalized and authorized that deal, was executed October 13, 2010 between Palantir.net, Inc. and DrupalCon, Inc. and was effective January 1, 2010 for a term of 435 days (through DrupalCon Chicago itself).

As a trade in-kind, the transaction was appropriately recorded both as income ($45,000 for the sponsorship) and as expenses (split evenly among the three categories of work contracted: $15,000 for project management, Web development and graphic design). The determination of the split was exclusively decided by the DCI Accountant and was not based on the percentage of time spent by Palantir. All entries related to this transaction for DCI are recorded in 2011 and will be properly reported as part of the 2011 Annual Report.

DrupalCon Chicago Website Work

Growing Venture Solutions (GVS) was hired by DCI to build an extensible conference platform that DrupalCon could reuse from conference to conference. The project was not part of the DrupalCon Chicago budget as it was initiated specifically to create reusable software conference over conference and represents a capital investment for the organization. The work that GVS did that was specifically related to DrupalCon Chicago was included in the expenses as reported.

As DrupalCon Chicago would be the first DrupalCon to leverage that work, both Palantir and GVS were responsible for doing work on the DrupalCon Chicago website. Palantir provided design, theming, content, and IA. GVS was responsible for building the backend COD platform that powers the site's functionality, as well as the integration work with the conference management software RegOnline and the site’s drupal.org authentication integration (bakery).

The designer credited during the closing plenary was Palantir employee Michael Mesker (http://palantir.net/about/team/mesker), not an independent contractor. Michael was responsible for the website design, the conference program and the overall brand identity system for the conference as part of the work Palantir agreed to do for DrupalCon. Groundswell was contracted to do design production work for signage, and a non-Palantir volunteer was responsible for the badge design.

On a related note, the project manager also cited in that closing session, April Peck, is also a Palantir employee (http://palantir.net/about/team/peck).

DrupalCon Chicago After Party at The Field Museum Party

The Field Museum was not the only venue considered to host the after party, but was the least expensive both in terms of facility rental and overall cost for the beverage service for a facility that could accommodate DrupalCon Chicago’s attendance. The rates DCI received were all the museum's standard rates for non-profits.

The Field Museum was suggested due to its capacity and the direct beverage service offered which created a cost advantage over other venues. It also held the advantage that in addition to the party space itself, our guests would have access to the museum's permanent exhibits.

• The contract was negotiated by the event and logistics coordinator from Groundswell Marketing.
• The contract was reviewed by Jacob Redding (DCI Executive Director), the event coordinator from Groundswell Marketing, and Cary Gordon (DCI Events Manager since 10/28/09 and then the DCI Events Manager).
• The contract was signed by Cary Gordon in his capacity as DCI Event Director.
• The nature of Palantir's relationship with The Field Museum was disclosed to and known by those evaluating this event on behalf of DCI (Groundswell, Jacob, Cary, and later the DCI staff including the Events Manager and Sponsor Wrangler). Palantir was working as a subcontractor on a project for the Field Museum. Palantir had worked directly for the museum prior to that date and has worked directly for the museum subsequently.

The original contract with The Field Museum was for an estimated $48,446.44 for facility rental, beverage and setup. The final costs paid to the Field Museum were higher ($64,736.25) due to extending the party from 3 hours to 3.5 hours and more guests than guaranteed (estimates were based on 1600, final attendance was 2100, which mostly impacted beverages but also the setup costs). Of the Field Museum’s $64,736.25 payment, $52,495.50 (81%) of that payment was the cost of beer and wine provided to party attendees.

It is also of note that the majority of the costs for the event were from the food and service vendor with the balance of expenses from the A/V supplier, band, and transportation company.

Tickets made up just 52% of the overall revenue ($1,876,297) for DrupalCon Chicago. It is inaccurate and misleading to make claims that correlate the cost of the party (or Palantir’s sponsorship) to ticket sales alone. Expenses need to be considered in the context of the entire revenue (not just ticket sales). Financially, the After Party at The Field Museum would not have been possible or even offered without the sponsors, especially those who explicitly subsidized the costs of the party (Commerce Guys, Microsoft, NYSE and New Relic -- see http://chicago2011.drupal.org/field-museum-party).

Palantir Sessions at DrupalCon Chicago

In terms of session selection, I personally went to great lengths to ensure that Palantir did not have disproportionate representation in the conference program. A criticism heard from past DrupalCons is that the organizers tended to favor their own firms in session selection, and we wanted to avoid any appearance of that this time around.

While several of the track chairs were Palantir employees and ex-employees, each track also had several additional committee members who were not affiliated with Palantir. The number of non-Palantir community members who participated in the session selection process exceeded the number who had Palantir affiliations.

The final session selection list was reviewed by me and the programming chairs specifically to ensure that we had a diversity of speakers representing the entirety of the Drupal community and business ecosystem.

Palantir has traditionally participated in many sessions at past DrupalCons:

• Boston: 4 sessions (3 Palantir attendees)
  http://palantir.net/blog/come-see-us-drupalcon
• Szeged: 11 sessions (6 attendees)
  http://palantir.net/blog/palantir-stage
• DC: 8 sessions (10 attendees)
  http://palantir.net/blog/drupalcon-dc
• Paris: 6 sessions (7 attendees)
  http://palantir.net/blog/palantir-paris
• San Francisco: 11 sessions (9 attendees)
  http://palantir.net/blog/drupalcon-san-francisco-palantir-track
• Copenhagen: 3 sessions (4 attendees)
  http://palantir.net/blog/something-awesome-state-denmark
• Chicago: 7 sessions (24 attendees)
  http://palantir.net/blog/are-you-ready-drupalcon-chicago

Palantir presented fewer sessions at Chicago than at DCSF, DCDC, or DC Szeged. Several of these sessions at DrupalCon Chicago were panel presentations with people from other firms. Several sessions proposed by Palantir team members were not selected for the conference. Other firms participated in more sessions than Palantir did.

While making an apples-to-apples comparison of the percentage of total sessions that Palantir participated in from conference-to-conference is difficult, as past DrupalCons have had different ways of classifying sessions, a rough estimate is that Palantir participated in about 7.8% of all sessions at Chicago, on par with DrupalCons DC (7.6%) and Paris (7.2%) and less than either San Francisco (8.3%) or Szeged (14%).

In conclusion

While it is perfectly acceptable to raise questions and seek greater transparency for DrupalCon, Inc. and Drupal VZW, it is another matter entirely to use rumor and innuendo based on incomplete and inaccurate information to besmirch the reputation of individuals and companies involved.

We believe that the quality of DrupalCon and the strength of the Drupal Association are both key to the success of the Drupal project, which is why Palantir choose to be so involved, and why we are so grateful to the efforts of all of the volunteers, vendors, and staff who pour their souls into making every DrupalCon a wonderful and unique event. Palantir remains very proud of DrupalCon Chicago and our participation in it.

When I first starting reading the thread, one of the "issues" I thought I read was the fact that San Francisco and Chicago were picked more/less simultaneously unlike previous DrupalCons.

Having done meeting planning for association meetings I know that as a meeting grows the lead time on the decision when and where to have annual meetings lengthens. As a meeting pushes through 500, then 1,000, then more room nights and ever increasing space requirements, the list of possible venues gets smaller.

Frankly I am somewhat surprised that the locations of the next several DrupalCons isn't already on the table and/or decided. This is getting to be a big event and many of the "traditional" ways things have been done obviously have to be adapted to accomodate that growth.

It's actually pretty amazing the past two DrupalCon's I've attended have had so few issues given how much each has grown over the previous one.

As the meeting continues to grow, how decisions get made are likely to need to continue to evolve to keep up with that growth.