Background on Drupal Association governance and board elections

To help provide background information that Drupal community members might find useful in tasks like planning elections of at large Drupal Association directors, this wiki page aims to document the evolution of decision making and meetings in the Drupal Associations, both the Belgian-based VZW and the US-based Drupalcon Inc. Special attention is paid to the question of board communications and meetings, to help provide context for the current discussion of the board member expectation of 4 in-person meetings per year.

Please edit this page to add details and correct factual errors.

See http://association.drupal.org/about/history for additional background.

Early history: founding to 2010

VZW was established as a Belgian-based nonprofit in 2006 with permanent members who elected both the board and new permanent members in accordance with its statutes. The organization had no paid staff and all work was done by permanent members with the assistance of community volunteers.

Board membership was limited to the permanent members. Annual elections were held for both new permanent members and board members. Due in part to a the requirement for a large majority of votes from existing permanent members, many or most who applied for permanent membership were not accepted.

Board meetings were held in IRC. Typically meetings included the board members and whichever permanent members chose to attend. A hand system was used, in which an individual wishing to be added to the speakers list typed "hand" in IRC.

The organization achieved a lot with limited resources. Nonetheless, many board members and permanent members expressed frustration at a lack of ability to achieve the goals they had set. Discussion was sometimes acrimonious and there were few organizational resources for working through or resolving conflict or for supporting sustained planning or organizational development.

2010: Focus on organizational development

In 2010 the DA focused considerable attention for the first time on organizational development work. See this blog post for a summary of some changes in that year.

An early step was the hiring of Jacob Redding, a board member, as executive director, the first formal staff position.

Changes introduced include:

• Remote meetings were held via voice, with text (IRC) backup.
• Further hirings allowed the DA to more fully implement a lot more of its plans.
• A strategic retreat focused solidly on organizational capacity. Consultant Charmaine Ess collected input from all permanent members on organizational issues, including process issues and conflict management.
• In December, Ess provided a report summarizing board-related information from research including consultation with three US-based nonprofits.
• The US entity Drupalcon Inc., originally established in 2008 for organizing the 2009 US DrupalCon in Washington, D.C., was reorganized with the guidance of US lawyer Shouka Rezvani to serve as a legal entity that could achieve charitable status and employ staff to carry out Drupal-related work. DCI was given a three-member board, filled by the president, secretary, and treasurer of VZW.

2011: Restructuring and governance changes

In 2011 the DA underwent major restructuring including the transfer of most activities from the Belgian VZW to the US DCI and a complete rewrite of the DCI structure and bylaws. For more information see this blog post.

Numerous organizational changes were identified in a report by consultant Adam Goodman in March. Among the suggested steps was moving to scheduled in person board meetings:

Meeting in person each quarter to improve communication and understanding among board members, in addition to keeping the board focused on its evolving role.

Many of the changes were immediately implemented, resulting in significant improvements in organizational efficiency.

The VZW board struck a governance committee which formulated a proposal for governance changes.

Membership and board selection

A key question in the reorganization of the Drupal Association was how to structure membership and board selection.

There is a range of main governance models for nonprofits. Ways that nonprofit board members are selected include:

• Voting membership, in which members vote for board members.
• So called "self-perpetuating" or self-selecting boards, in which new board members are selected by the currently sitting board.
• What are termed "ex oficio" seats, in which individuals hold board seats by virtue of holding a different position. An example would be a board seat reserved for the executive director.

Hybrid forms are also possible, where board members are selected through a combination of two or more of these methods.

The following links provide useful reference on these structures:

• http://en.wikipedia.org/wiki/Nonprofit_organization#Formation_and_structure
• http://charitylawyerblog.com/2010/03/08/who-owns-a-nonprofit-corporation/
• http://charitylawyerblog.com/2011/04/26/nonprofit-law-jargon-buster-voti...
• http://www.uk.sagepub.com/upm-data/23270_Chapter_3___Nonprofit_Governing... (see the first few pages, and especially the table on p. 66).

A governance committee was struck, composed of board members and the executive director and produced a set of recommendations for restructuring the organization. In preparing their recommendations they considered the input of consultants including Shouka Rezvani, who strongly recommended the self-perpetuating board structure.

The governance committee recommendations centred on the creation of a self-perpetuating board, but also introduced elements to address priorities of board diversity and community representation. The recommended board composition was a hybrid:

• Most board members selected by a nominating committee and voted on individually by the current board. These are termed "class directors".
• Two board members elected by the Drupal community as at large directors. These are termed "at-large" directors.
• An ex oficio board position for the Drupal project founder, Dries Buytaert. The original governance committee recommendations included ex oficio board seats as well for the leads organizers of DrupalCons, but after feedback and discussion these positions were removed from the recommendations.

When fully drafted and shared with the DA permanent members, who had to approve any governance changes, the governance committee recommendations sparked weeks of vigourous and sometimes heated internal debate.

There was broad agreement that the previous structure had major problems, and many permanent members supported the proposed changes. At the same time, several permanent members favoured retaining or expanding the voting membership, rather than eliminating it. Issues raised included the concern that a self-selecting board could become insular.

Following internal debate, a final draft of the governance committee recommendations was produced and publicly posted.

VZW and DCI

Intimately related to the question of organizational structure was that of where DA activities should be centred. With the creation of DCI, there was the increasing potential of a governance gap--the governance structure was focused in the Belgian-based VZW, but most of the funds and staff were in the US-based DCI.

In the midst of debate on the governance committee's recommendations, a permanent member formally proposed transferring most DA responsibilities and activities from VZW to DCI. Like the governance committee recommendations, this new proposal was hotly debated. Concerns included the potential for the DA to become even more US-centred than it already was (e.g., all but one board members were based in the US or Canada).

The two proposals became merged into a single motion brought to the VZW permanent membership, to approve transfer of most DA activities from VZW to DCI, implement the governance committee recommendations, and instruct the VZW board to negotiate details with the DCI board.

While several permanent members voted against this proposal, it was carried with a large majority. The two boards got to work and, with legal guidance, implemented revised bylaws for DCI.

Initial board elections

Class directors

To put in place a first board for the restructured DA, the VZW board struck, and the DCI board later confirmed, a nominating committee consisting of several of the VZW permanent members. This committee was tasked with recommending a number of individuals to serve as "class directors" for the DA. The directors should fullfil skill and diversity targets as set out in the adopted governance committee recommendations. The committee members began their work with a public announcement.

Achieving diversity in board composition was a major focus of effort on the part of nominating committee members. Numerous potential candidates from outside North America and Drupal community members other than Drupal shop owners and full time Drupal shop employees identified the requirement for 4 in person meetings as a significant barrier.

The 2011 nominating committee presented a recommended slate of 10 candidates for the 9 director positions to the DCI board. The board approved 8 of these candidates and declined two. No reasons were publicly given for declining the two recommended candidates. Subsequent to being accepted, the one board member from a Drupal user organization had to withdraw his candidacy when his employer found serving on the DA board to be a conflict of interest.

The new board brought a lot of expertise to the Drupal Association as well as more diversity in terms of industry representation, agency size, skill sets, and geographic location.

Founding director

The DA board approved Dries Buytaert for the seat of founding director for 2011-12.

At large directors

In December, 2011 the DA board chartered an elections committee. A process is currently underway to plan and carry out elections for the at large board members.