Thoughts and Reflections on Drupal Association Governance

I am no longer a Drupal Association board member nor was I involved in or privy to the discussions around the changes that the Drupal Association Board made to voting eligibility this spring.  I’ve been reflecting on what I’ve heard from all sides and find that I may have some context that might prove helpful in understanding how we got here and some ideas on moving forward. Ultimately, the vestigial linguistic mapping that we used to ease the transition from Drupal VZW to DrupalCon, Inc. may instead be creating tension and misaligned expectations. The more the DA can clarify and create aligned expectations between itself and its contributors the stronger the Drupal’s future can be.

Drupal VZW - The Original Drupal Association

The Drupal Association has actually been two separate legal entities during its short lifespan. The current US-based 501(c)3 organization, DrupalCon, Inc. (DCI) that does business as (DBA) the Drupal Association is the successor organization to Drupal VZW, a Belgian organization originally founded in 2006. 

Drupal VZW was structured as an “association with non-profit purpose” (Vereniging zonder winstoogmerk in Dutch, abbreviated VZW or in French, Association sans but lucratif, or ABSL). A VZW has a defined structure which may be unfamiliar to non-Europeans: an association has a General Assembly (GA) of permanent “members” who nominate new people to become members of the GA at their discretion and then select the board of directors from among that GA membership; the membership rights and obligations are also quite defined and standardized. The original Drupal Association began as a GA of members selected by Dries with other members added annually by nomination of existing members based on their contributions to Drupal. 

While establishing the DA as a VZW initially was the most expedient option, by 2009 when I joined the GA and the board, the structure was under strain. At its peak, Drupal VZW was an international organization with a General Assembly of about four dozen and a board of ~8 people, most of whom did the work of unpaid staff. 

There were many reasons why we decided to deprecate the Belgian organization in 2010 and transfer the primary governance and assets to a US-based 501(c)3. The top three from my perspective were fiscal and tax considerations from the increasingly successful US-based educational conferences (North American DrupalCon), governance challenges with the GA/board structure (quorum was incredibly difficult to obtain to even consider structural changes) and difficulties operating the organization internationally especially during a period of Belgian political instability. Things may have been different had it been structured as an internationale vereniging zonder winstoogmerk (IVZW) from the start, but that is neither here nor there at this point.

The Transition to DrupalCon, Inc.

This context of VZW is important to understand how the bylaws for DrupalCon Inc., the US-based 501(c)3 were drafted. Largely, they are standard non-profit bylaws, but there were some key questions that we considered that informed the ways in which they were different (at least initially):

1. What might the role be for former General Assembly permanent members?
   
   In VZW, the GA served as the accountability check for the board, which in turn functioned as staff. For example, the VZW board brought the budget to the General Assembly for review and approval once per year in the annual meeting. However, in the US, boards typically have a mix of those involved with the organization as well as outside perspectives that serve as the directors who are legally accountable for the actions of organizations.  
   
   As a transition, we created opportunities for interested former GA members to retain involvement and oversight. Initially, the bylaws created an Advisory Board committee for former GA members to serve on, but within the first few years, it was defunct through neglect. The board itself was advisory only and didn’t need another advisory board to advise it. In addition, GA members were invited to serve on the permanent committees of the board such as the Nominating Committee. Over time, that too has fallen off. Now the board committees are entirely composed of board members, which is typical of US-based non-profits.
   
   Many former GA members have moved on from the project; some remain involved in leadership roles: George DeMet is the chair of the Community Working Group. Neill Drumm is a Senior Technologist at the Drupal Association, and  Angie Byron is a Drupal Product Manager. Others remain contributors at various levels. None, aside from Dries, is currently serving on the Board.
2. As we professionalized the board (e.g., became a strategic board that supported staff rather than a board of hands-on doers or managers or staff), how might we ensure a continued voice for hands-on contributors in the community?
   
   The strength of the Drupal community has always been in and derived from its contributor base. There was a lot of anxiety and care in our bylaw drafting process given to how we could preserve that connection and culture on the board even as we knew we would need to adapt the composition of the board to suit the needs of a strategic board. This is where the concept of the At-Large Director came in.
   
   The idea was that having two At-Large Directors would guarantee that at a minimum there would always be at least two representatives of the contributor community on the board to give voice, connection and insight to Drupal’s core strength. That, combined with Dries’s permanent seat as founder, created the three-person backbone of the organization that offsets the three rotating classes of self-selected Director slates, more typical of professional not-for-profit boards.
   
   The shorter term length was to keep this voice fresh and increase the accountability to the contributor community through frequent opportunity for the community to weigh in. After a few years it became clear that the one-year term was too short. It truly does take a year to get your bearings on any board. To enable an At-Large Director to make a meaningful contribution to the board, a two-year term was necessary and the director openings were staggered to keep elections annual.
3. How to map the European structures and concepts to a US-based 501(c)3?
   
   Despite all the hours spent redesigning the organization, its structure, and its bylaws, there was never any consideration given to changing the name “The Drupal Association.” The US-based entity DrupalCon, Inc. (DCI) that had been created for DrupalCon DC as a Co-op was converted into the 501(c)3 and all of the assets from Drupal VZW were transferred to it. “The Drupal Association” was overlaid as a DBA (doing business as) due to the equity in the name and to minimize confusion. 
   
   For the US organization, the General Assembly (GA)’s oversight responsibilities (budget oversight, statutes, legal status, adding/removing members, etc.) moved to the Board of Directors with operational responsibilities transitioned to staff. We recognized that the elimination of the GA and the shift to a strategic board with a professional staff represented a necessary maturation of the organization and also had the potential to impact our culture unless deliberately preserved. Looking for opportunities for broader and more inclusive participation and to ensure that the voices of contributors remained strong, we created the At-Large Directors “elected by the community and ratified by the rest of the Board.”

The Challenge and Impact of Not Defining “Community”

The bylaws are silent on the definition of “community” even though it bestows a pretty important right to it. That lack of clarity has been the root cause of frustrations for both the community and the DA staff over the years and, it seems to me, underlies these current concerns. Without a clear alignment, it has been difficult to establish mutual expectations, to know what to expect and what might be expected in return.

This ambiguity becomes especially confusing in an organization that refers to itself an “Association.” The name itself implies there would be (or should be) members. In an association, the most common right bestowed upon a member of the association is voting eligibility.

Because “community” is not defined it falls to the Board to define. For expediency prior to those first At-Large elections, the DA used logging into Drupal.org in the year prior to the opening of the election to define the “community” as it was easy to quantify and provided some safeguards against fraud. While I recall discussing it as a board, the discussion was about technical feasibility rather than strategic value or engagement. I recall it as a case of measuring what was easy/feasible. We knew it was ridiculously overbroad, but it had worked well enough and better to be more inclusive than less. I don’t recall discussing or validating a definition of “community” with respect to election eligibility again during my tenure, which ended in December 2017.

The problem with this definition is that it sets the bar too low. It is not unreasonable that an organization ask that those who vote in its election be restricted to those who engage with and contribute to the organization. Failure to revisit this definition earlier has ossified an expedient definition into an expectant right. To change a privilege that had been in place that long (albeit one that was very underused) needed more communication with those impacted than was provided.

I fully support the Board in revisiting this neglected portion of its governance process. However, restricting voting eligibility to those with purchased memberships (while again expedient/easy) seems a flawed approach as it both perpetuates the “association” confusion and is overly restrictive. The DA bylaws explicitly state: “DrupalCon, Inc. (the "Corporation") is a Washington, D.C., nonprofit, public benefit corporation, and it has no members.” The fact that the DA offers individual “memberships” and is now extending voting rights only to those with membership is confusing. To be clear, these individual recurring donations are an essential form of support for the organization (as with any non-profit), but they do not constitute memberships of the non-profit corporation in a traditional association sense. Further, financial donations are not the only support upon which the DA relies. To bestow voting rights in exchange for primarily financial considerations (absent individual appeals) feels restrictive and like an alarming usurpation especially for an open source community.

What now?

Over the last ten years, the DA has gradually evolved and matured. The unique characteristics designed to ease the transition from VZW to DCI have increasingly been deprecated or brought into alignment with standard practice for a US-based 501(c)3. The changes have been gradual; to those actively involved in the DA, they might feel like a steady natural progression or for those who are newer to the organization, might feel completely non-controversial. It’s important to keep in mind that the 2019-2020 Drupal Association Board marked the first time when no former member of the Drupal VZW General Assembly (aside from Dries) served on the DA (DCI) Board. 

It seems to me that it is time to further evolve and here are my unsolicited recommendations:

1. Clarify what the DA is: drop the legacy language inherited from our VZW days that is confusing and distracting. 
   • The organization is not an “Association”. It is a Foundation. Consider renaming it.
   • There are no “members”. There never have been. There are and always have been “contributors”. Discontinue calling financial supporters “members”. Orient services and benefits provided for contributors, both individual and organizational, comprehensively recognizing all forms of contribution.
   • Update the wording around the At-Large Director: “elected by the Contributors to the DA and ratified by the Board of Directors.”
2. Clarify what the DA does: it is the clearinghouse for resources that support Drupal and its contributors. While the DA (and Drupal project itself) may provide benefit to those who are not contributors, the sustainability of the organization depends on optimizing benefit for those who are contributors.
   
   Adopting this lens provides the opportunity to clarify the ambiguous “community” in the bylaws with a much more objective definition of “contributors” particularly following implementation of the forthcoming recommendations from the Contribution Committee that recognizes all types of contribution (individual and organizational). 
3. Consider expanding the number of At-Large Directors. As I left the Board, I advocated that the number of At-Large board positions be increased to 4, two elected each year. The switch to two-year terms for each At-Large Director was important. However, an unintended consequence of that change has been that those elected have been less globally representative than the representatives with two people elected at once. In fact, since that change was made, all have been North American, with the exception of the remarkable Shyamala Rajaram from India in 2016 (the year of DrupalCon Asia, which saw increased eligibility and turnout).
   
   At-Large Directors bring tremendous value and perspective to the board. Ranked voting from a single pool for two positions gives candidates from smaller emergent contributor communities greater statistical odds of success. I encourage the board to consider expanding the number of At-Large Directors for that reason.

My hope is that by addressing some of these legacy semantic issues, the Drupal Association will be able to provide greater clarity, move forward into its next decade and build the kind of strong relationships that allow us all to focus on our shared goals.