1. Overview
The PHP Foundation exists to support and advance the PHP programming language and its ecosystem. This governance document outlines the roles, responsibilities, and operational procedures of the Foundation.
2. The Foundation Structure
The PHP Foundation’s work is carried out by four key entities, each with a distinct role:
- Board of Directors (Governing Board, “the Board”) – Provides strategic direction and high-level oversight.
- Executive Director (ED) – Manages day-to-day operations and ensures alignment with Board directives.
- Advisory Board – Offers guidance and feedback, particularly from major sponsors and key stakeholders.
- Developers (Staff) – Execute technical work, maintain the codebase, and support community needs.
3. Board of Directors
3.1 Purpose
The Board of Directors provides strategic oversight, sets the Foundation’s goals, represents the Foundation externally, and makes final decisions on major matters.
3.2 Responsibilities
- Establish and approve strategic priorities.
- Oversee financial and operational performance.
- Approve budgets and financial commitments exceeding defined thresholds.
- Make final decisions on policies, partnerships, and major initiatives.
- Conduct regular evaluations of the Executive Director.
- Serve as representatives of the Foundation in the broader community and with external stakeholders.
3.3 Composition
3.3.1 Board Size Determination
- The exact number of board seats shall be set annually at the Q4 board meeting.
- Changes to board size is a strategic decision falling under 3.6.3.2.
- Contingency Option: If a proposal fails to reach 2/3 majority after at least 4 attempts to vote no less than 4 weeks apart, the Board may adopt or reject the measure by a simple majority in a special session without a quorum.
- Size changes take effect for the next year.
- Changes cannot reduce current directors' terms.
- When setting size, the board must consider:
- Foundation's operational needs
- Available qualified candidates
- Representation balance
- Operational efficiency
3.3.2 Baseline Board Size (2025)
The Board consists of 5 to 10 members, with the following allocation:
- Platinum Sponsors: Up to 3 seats (automatically granted to qualified Platinum sponsors)
- Community Representatives: Minimum 3 seats
- Other Sponsors: Remaining seats (not to exceed 4)
- The total board size shall not fall below 5 or exceed 10 members
3.3.3 Size Change Implementation
- Increases: New seats filled adhoc after board voting.
- Decreases: Implemented through natural term expiration, resignation, or removal procedure.
- If the number of sponsors in a particular tier exceeds its allocated seats, those sponsors must collectively decide who will occupy the available seats.
3.4 Term and Limits
- Term Duration: 3 years.
- Selection:
- Nominated by an existing Board member.
- Voted on annually by the Board of Directors and the Executive Director.
3.5 Resignation and Removal
- Members may resign at any time.
- A member can be removed for misconduct or non-performance (e.g., missing 6 consecutive board meetings).
3.6 Decision-Making Process
3.6.1 General Principles
- All board decisions shall first seek consensus through discussion.
- When consensus cannot be reached after reasonable discussion, the matter moves to a formal vote.
- Any board member can call for a formal vote.
3.6.2 Voting Methods
1. Regular Meeting Votes
- Conducted during scheduled monthly board meetings.
- Votes recorded in meeting minutes.
- Results effective immediately unless otherwise specified.
2. Asynchronous Votes
- Conducted via GitHub Discussions in a dedicated private board section.
- Must include clear proposal text and voting options.
- Board members are notified via email when a vote starts.
- Voting window: 3 calendar weeks from a proposal.
- Votes may be closed early if a clear majority is reached and all members have voted or abstained. Members may change their vote within the open window.
- Results are documented once the vote is finished.
3.6.3 Voting Requirements
1. Quorum
- Minimum 50% of current board members must participate.
2. Vote Passage
- Regular matters: Simple majority (>50%) of votes cast.
- Strategic matters (per section 4.3): 2/3 majority of total board.
3.7 Board Compensation
3.7.1 General Policy
- Directors serve voluntarily without compensation.
4. Executive Director
4.1 Purpose
The Executive Director ensures the operational execution of the Foundation's strategic goals and serves as the bridge between the Board and staff.
4.2 Responsibilities
- Develop strategic initiatives in alignment with the Foundation’s mission and goals.
- Present strategy to the Board for approval. At least once a year in Q4 for the next year.
- Present evaluation of last year’s financial and strategic performance at least once a year in Q1.
- Implement and deliver the approved strategy effectively.
- Manage day-to-day operations, staff, and contributors.
- Serve as the primary liaison between the Board of Directors and Developers.
- Oversee financial management, budgets, and fundraising.
- Ensure legal and regulatory compliance.
- Represent the Foundation externally and maintain relationships with stakeholders.
- Provide update on board meetings.
- Facilitate surveys or open consultations with the Advisory Board to assess Foundation priorities, sponsorship structure, and ecosystem health.
4.2.1 Required Reports
- Board meeting notes: posted publicly on GitHub with an optional private “executive session” for matters.
- Quarterly: Operations summary ad financial statements.
- Annual: Strategic review and budget proposal.
4.3 Decision-Making Authority
The Executive Director requires Board approval for:
- Major strategic changes to the Foundation's direction (e.g., team changes, budget approval, Foundation strategy, etc.)
- Financial commitments, contracts, or agreements exceeding 1% of the annual budget.
- Amendments to the organization’s mission, policies, or bylaws.
- Entering partnerships or initiatives that create public associations with external entities.
4.4 Appointment and Term
4.4.1. Selection Process
1. Search Committee
- Formed by a Board vote, consists of 2 Board members, 2 Community Rep.
- Committee manages entire selection process.
2. Public Recruitment (30-day minimum)
- Foundation website/channels, job boards, and PHP community.
- Position details must include responsibilities, qualifications, terms, and application process.
3. Candidate Requirements and Evaluation
- Required: Leadership experience, PHP ecosystem knowledge, project management, free and open source community experience.
- Evaluated on: Leadership ability, strategic thinking, communication, open source experience.
4. Final Selection
- Committee presents 2-3 candidates to the Board.
- Candidates present vision and undergo interviews.
- Board selects by 2/3 majority vote.
- Process restarts if no candidate receives required votes.
4.4.2. Employment Terms
The Executive Director's compensation arrangement must be:
- Approved by a majority vote of the Board.
- Documented in a written agreement.
- Reasonable and comparable to similar organizations.
- Reviewed annually by the Board.
Compensation sources
May be funded directly by the Foundation and/or through external sponsorships.
All external funding sources must be:
- Disclosed to and approved by the Board.
- Free from conflicts that could compromise the Executive Director's independence.
- Documented in agreements that protect the Foundation's interests.
- Subject to annual review and renewal
Employment structure
The role can be structured as full-time or part-time, based on:
- The Foundation's needs and resources
- The candidate's availability
- Board approval of the proposed arrangement
Term and Review.
Appointment is for 1 year.
Continuation subject to:
- Annual performance evaluation by the Board
- Review of compensation arrangements
- Assessment of any external funding sources
- Confirmation of continued alignment with Foundation goals
4.5 Resignation and Removal
- The Executive Director can resign with a 3-month notice.
- Any board member can initiate the removal of the executive director for misconduct or non-performance.
5. Advisory Board (Updated)
5.1 Purpose
The Advisory Board exists to provide high-value input, strategic foresight, and diverse stakeholder representation. It serves as:
- A feedback body for major initiatives and proposed governance changes.
- A space for current and former high-impact contributors, major sponsors, and ecosystem partners.
- A leadership pipeline and strategic sounding board for the Foundation.
5.2 Responsibilities
While Advisory Board members do not hold decision-making authority, they are expected to:
- Provide feedback on governance model changes, strategy drafts, and long-term plans.
- Serve as ambassadors and liaisons to the broader PHP ecosystem.
- Review and discuss any proposed changes to the Foundation’s governance or bylaws at least two weeks prior to any Board vote.
- Board response obligation: If the Advisory Board issues a formal recommendation (e.g., in meeting minutes or a GitHub issue), the Board must publish a concise written rationale within 30 days when it chooses not to adopt that recommendation.
5.3 Composition
- Representatives of major sponsors (Silver tier and above), founding companies, and invited community leaders.
- One representative per organization or entity.
Note: Membership on the Advisory Board is considered a pathway to future leadership roles, including Governing Board positions, where applicable.
5.4 Term and Membership
- Membership resets annually on January 1, based on prior-year sponsorship status.
- Silver+ sponsors and invited individuals may join mid-year.
- Members are expected to adhere to the Foundation’s Code of Conduct.
6. Staff
6.1 Structure
Staff consists of developers and reports to Executive Director or designated Technical Lead.
Technical Lead may be:
- Current developer
- Board member
- External professional
- Role subject to Board approval
6.2 Developer Roles
Full-time and part-time developers.
Primary responsibilities:
- Core PHP development
- Bug fixes and security patches
- Feature implementation
- Documentation
- Code review
- Community support
6.3 Employment Terms
Staff may be:
- Direct employees
- Contractors
- Compensation structure approved by the Board.
- Performance reviewed quarterly by ED.
- Renewal based on performance and funding yearly,
6.4 Technical Leadership
Technical Lead responsibilities:
7. Amendments to Governance
- Any member of the Board of Directors or the Executive Director may propose changes to this document.
- Approval requires either:
- Consensus, or
- 2/3 majority vote of the Board.
8. Financial and Legal Framework
- The PHP Foundation operates through Open Source Collective as its fiscal host.
- Open Source Collective handles financial transactions, donations, and legal compliance.
9. Communications
9.1. Official Channels
- GitHub Discussions: Governance and technical decisions.
- Foundation Blog: Public announcements.
- Slack: Day-to-day operations.
9.2 Board Meetings
- Frequency: Monthly.
- Format: Virtual or in-person.
- Attendance is mandatory for active participation eligibility.
10. Summary of Approval Thresholds
| Decision Type |
Authority Required |
| Major strategic changes |
Board Approval |
| Financial commitment > 1% of budget |
Board Approval |
| Amendments to mission or bylaws |
Board Approval |
| Day-to-day operational decisions |
Executive Director |
Appendix: Board Members
| Name |
Role |
Seat |
Status |
| Roman Pronskiy |
Board Member, Executive Director |
Platinum Sponsor |
Active |
| Nils Adermann |
Board Member |
Sponsor |
Active |
| Matthew Weier O'Phinney |
Board Member |
Sponsor |
Active |
| Nicolas Grekas |
Board Member |
Sponsor |
Active |
| Benjamin Eberlei |
Board Member |
Sponsor |
Active |
| Sebastian Bergmann |
Board Member |
Community |
Active |
| Josepha Haden Chomphosy |
Board Member |
Community |
Active |
| Sara Golemon |
Board Member |
Community |
Active |
| Nikita Popov |
Board Member |
Community |
Moved to fellows in Aug 2025 |
| Joe Watkins |
Board Member |
Community |
Moved to staff in Aug 2024 |
The PHP Foundation