It’s been a real pleasure in the last few years – even in the last few weeks – to witness the way the DPC membership has grown. Some statistics underline that this is not just anecdotal but genuinely represents a step change in our organization. Let’s compare the DPC over the last 10 years:
- In 2007 the DPC offered 3 public and member events; in 2017 that was 45
- In 2007 the DPC consisted of 2 staff; it now employs 5.8fte and is looking to expand that in the coming years
- In 2007 the DPC had fewer than 28 members; in 2017 it is over 70
- In 2007 the DPC had a turnover of 178K; in 2017 that was 412K
- In 2007 the DPC was active in 3 countries; in 2017 that was 3 continents
By any measure, we have exceeded the expectations of our founders. But we’ve also exceeded the assumptions of our founding documents so it’s time to review how the Coalition is governed.
You may recall that the AGM last year passed a special resolution to expand the number of directors to 30. That was intended as a temporary measure while we commissioned a review of our two ruling documents: the Articles of Association and our Memorandum of Association. That review has made good progress as has been reported to the Board on a number of occasions. But we are now close to the point of turning plans into reality so I am keen to ensure that the changes are well supported.
The new ‘Articles and Memorandum of Association’ will be circulated with the papers for the AGM. They have been carefully reviewed for legal compliance and the board has reviewed them meticulously and approved them. So it is my intention to present them to the Annual General Meeting in November with a special resolution that would see them enacted with effect from 1st January 2018.
The original Articles of Association provide for all full members of the DPC to nominate a Director to sit on the DPC Board. They are directors of the company, subject to company law, and are responsible for ensuring that the strategic direction of the DPC meets the needs of its members and for the proper governance of the organisation. As Directors their sole purpose was to the good of the DPC and therefore did not represent the interests of their employers. Moreover their number was originally limited to 24 thus explicitly constraining the size of the Coalition.
In summary, the new articles split the current DPC Board in two: with a large Representative Council formed of full members setting the agenda for the DPC; and a small Executive Board acting on matters of corporate governance.
- The Representative Council will be formed of the full members like the current board, but will not be required to register under the Companies Act and therefore will be free to represent the interests of their employers. There is no upper limit on membership of the council and therefore no limit to the growth of the DPC.
- The Executive Board will be elected from the Council and will be directors of the company, subject therefore to the usual stipulations of company law. There will be a maximum of 12 places on the Executive Board comprising the Chair, Vice Chair, Finance Director, Chairs of Sub-committees as well as a number of ‘ordinary’ members. This group is also empowered to co-opt from outside the DPC membership in case we need to add a particular skill set that we feel is lacking.
- Full and associate members will be invited to continue to participate in Sub-committees for each of our strategic objectives, and in that way ensure we remain always close to our members’ needs, responsive to them and transparent in our decisions.
I imagine the Council and the Board meeting alongside each other: the Council meeting in the morning to discuss practical matters of the DPC’s programmes, projects and plans as well as receiving reports from the sub-committees; followed by lunch for all; followed by a small Board meeting with matters of staffing, finance and other corporate risks. So full members remain in control of the DPC’s programme but with a smaller Board ensuring corporate compliance.
Assuming that the AGM approves the resolution I would want to ensure a smooth transition by having a ‘shadow board’ in place so that we hit the ground running in January. Some of the current Board would become the first members of the new Executive Board; others would become members of the Council. To achieve that I have asked the current Board to indicate whether they are keen to continue as directors or are content to take a place on the Council.
As an additional consideration, I have indicated to the Board that I am not intending to continue as chair of the resulting Board. This is no comment on the structure, merely a recognition that I have served 4 years as chair, having initially offered to serve for 3. By Christmas, DPC will be poised at the start of the next stage of its development, with a new Strategic Plan and governance structure in place, and it therefore feels like an appropriate time for me to step down. The AGM will therefore include the election of a new chair and I have asked the current Board to sound out possible candidates.
I am immensely proud of what we have achieved together and am happy to be handing on a Coalition which is in robust health and well-adapted to the changing world.
Laura Mitchell
Chair, Digital Preservation Coalition
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