Bob Birchall FCPA, MAICD
CALYX information essentials
Observations and Options
Abstract and License
● The term governance concerns how a corporation or project is structured, directed and controlled for long
term survival. It is different to management, which is more concerned with operating issues. This paper will
very briefly define what is meant by governance, give examples from other prominent open source projects
and describe how Koha is governed and managed at present. The role of the HLT Koha Committee will be
briefly described in the context of other components of the Koha governance model. The second part of the
paper will focus on some perceived strengths and weaknesses of Koha's governance model. Finally, some
options for strengthening the governance of the Koha project in future will be considered.
● Copyright 2010 Bob Birchall
This work is licensed under a
Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License.
What do we mean by Governance?
● Concerns how a corporation or project is
structured, directed and controlled for long term
● Is collectively the set of systems that provide long
term direction including strategy and accountability
● Includes systems to prevent fraud, conflicts of
interest and improper conduct and to manage risks.
● Different to management: less concerned with
The governance function is generally discharged
by a Board
Its role, generally, will be to set policy, guide,
coach, monitor and spot problems,
BUT not discourage enterprise and initiative.
There is no single model of good governance.
Systems must be adapted to the nature of the
undertaking and the environment in which it
Koha's governance arrangements
are open and informal
● Individual members, no offices, no employees.
● Discussion of issues – often vigourous – occurs
on the main Koha email list.
● (Other lists – devel, translate etc – are more for
management decision making).
● Another discussion forum is the IRC channel
● Regular monthly meetings are held on IRC
● Community property is held by HLT in NZ
Governance decisions are made at
● Regular meetings are held on #koha
● Monthly; mid-week; times rotated for world wide
● Attendance is open to all
● Chaired (usually) by Release Manager
● Content often 'managerial' in focus.
● Special meetings – again, open to all – are convened for
decisions of major impact, for example:
● Foundation decisions
Horowhenua Library Trust
● Invited Katipo Communications to develop
● Also sponsored development of Kete
● Rich history of support for free software
● Elected by the Koha community in 2009 to hold
property on behalf of the community
● Holds the trademark formerly held by Biblibre
and a number of domain names.
HLT Koha Committee
● The rules of the committee are on the wiki at
koha-community.org. A Trustee, Mr George
Sue, is the current Chairman of the Committee
● The committee exists to advise the Trustees
regarding acquisition, protection and disposal of
Koha community assets.
● The committee is expected to consult the
community on any contentious issue, before
providing advice to the Trustees.
Other aspects of Koha governance:
● Software License: GPL 2+ – under discussion
● A Maori term for 'guardian'
● Role has existed since the open release of Koha
● Less active recently, but still valued by many
● Release team:
● Release manager, release maintainer, translation
manager, documentation manager
– elected by the community
– accountable to the irc meetings
Has this open and informal governance
● Undoubtedly – look at the software!
● Can the governance model be improved?
● Undoubtedly – but in the process, let's not lose
what we have!
● Web server with 70% market share worldwide
● Apache software foundation: NFP corporation
● USA domicile (Delaware); 501 (c) (3)
● Members are individuals, not corporations
● Members (n=156 in 2007) join by invitation,
then elect a Board of 9 members.
● Apache license – a free software license but
● Open source content management system with millions of
installations world wide
● Drupal Association – a NFP association established in Antwerp,
● Supports and promotes the project incl. website
● Does not control development, which is responsibility of 'the
community of developers'
● Controlled by 'Permanent Members' – admitted by invitation;
elect the Board
● GPL v2 or later
● DrupalCon Inc. - US 501 (c) 3 organises Drupal conferences
Customer Relationship Management software
● SugarCRM Inc. - a USA corporation (for profit)
● Community, Professional and Enterprise editions – only
Community is open source
● Sales forecasting, reporting, customer portal and workflow
all excluded from Community edition
● Creative Commons Attribution-Noncommercial-No
Derivative Works 3.0 License (“License”)
● Other editions are cloud only, charged per user p.a.
● Pressure to upgrade!
● “Free and open” productivity suite
● Sun Microsystems purchased by Oracle Corp
● Developers have left to form a competing
project: Libre Office
● Project to be governed by The Document
Foundation – details TBA
● NFP organisations exist to provide governance
services for free software projects:
● Software in the Public Interest
● Software Conservancy
– Both are USA 501 c 3 corporations
● Considered last year as alternatives to HLT and
gained some (not majority) support
● Risk of 'asset lock'
● Mature, robust software
● Strong user focus
● Property held in trust
● Open and democratic
● Attracts developers and
supporters with amazing
commitment and skill
● Support companies around
the world with competition in
● Insufficient focus on policy,
strategy and risk
● No code of conduct
● Roles of elected officers are
● Not all property is held
● Competing projects have
same or similar names
● Perception of disunity
What are the tasks of governance in
a free software project?
● Develop policy and strategy (not of software)
● Appoint the officers?
● Manage the license and 'property'
● Manage relationships
● Enhance public reputation
● Prevent fraud, dishonesty and unethical behaviour
● Ensure transparency and accountability
● Ensure financial viability?
FLOSS CONTRIBUTION MODEL
A word about values
● What are the things we hold dear and must
retain as foundational to the project?
● Software freedom
● Open governance
● End user focus
● Respect, transparency, quality
Options for the Future
● Odd that we are discussing this just a year after
the HLT decision: have we given that a fair go?
● 1. Do nothing
● 2. Strengthen the role of the HLT committee
● 3. Join an existing NFP umbrella
● 4. Establish Koha foundation / association
● 5. NFP marketing co-op with either 2 or 3
● Our values
● The needs and aspirations of libraries
● The models from other projects
● A thoughtful post from Marshall Breeding – open letter
● Another from Thomas Dukleth 16 Oct 10
● Support company pledges – Equinox, others
● The community is dynamic – developers, support
companies, libraries will come and go
● Which jurisdiction:
● France, NZ, USA, other?
● Could be hardest issue to resolve
● More data needed – and legal advice?
● Individual v corporate membership
● Role of Board v General meetings
● Safeguards against takeover / domination
● Other by-laws
● I suspect the overall mood is to proceed
towards the establishment of a specific Koha
foundation – but many will disagree!
● This will be a long and tortuous road – nobody
should expect a quick solution.
● Therefore Option 2 (HLT) may need attention in
the short term.