Foundation Board Minutes for Monday 29 April 2019, 15:30 UTC

Note: The meeting of Monday 22 April 2019, 15:30 UTC, was postponed to this date due to not reaching quorum.

Attending

Agenda

GNOME.Asia bid approval (Neil)
Form 990 approval (Neil)
Board elections dates aproval (Carlos)
GIMP expenditure authorisation (Neil)
LAS Update (Nuritzi)
Travel committee status (Philip)
GNOME software definition proposal (Allan)

Minutes

GNOME.Asia bid approval
- GNOME.Asia have received a couple of bids and are recommending going with Indonesia. The local team is seeking approval from the board. Last week we discussed the bids in our work session and did not have any questions or concerns.
- Carlos: Are we only approving the location, or the budget as well?
  - Neil: The bid includes a budget, but it can be revised if necessary.
  - Allan: There's nothing in the bid regarding income. So, what exactly are we voting on? Are we approving the budget with expenditures only, and authorizing a float for the organizers to start spending money?
  - Nuritzi: Do we have sponsors already?
    - Neil will check what the status of this is.
  - Nuritzi: The total budget is small enough that I would feel comfortable authorizing it right now, pending sponsorship.
  - Allan: We could authorize a float, but we would have to explicitly include it in the vote.
  - Nuritzi: Looking over the budget, it does not look like they would need a float.
- VOTE: Approve the Gresik, Indonesia bid for GNOME.Asia 2019 with a maximum expenditure of USD 5000.
  - +1 unanimous
Form 990 approval
- The Foundation's yearly required tax forms were presented to the board members in advance of the meeting.
- Philip: Since this is about fiscal year 2017, it's hard to check things there since I wasn't well acquainted with the Foundation back then.
- Rob: The accompanying letter from the accountant suggested that we evaluate whether we meet 509(a)1 criteria in the future. Does that mean we might need to be under a different tax jurisdiction?
  - Rosanna: That has to do with how donations are accounted for.
- Allan: I don't remember approving one of these in past years.
  - Kat: I do.
  - Neil: The requirement is for the board to review the form every year.
- VOTE: Approve the draft Form 990 for tax year 2017 and related California Form 199 presented to the board on April 17 2019.
  - +1 Nuritzi, Kat, Rob, Federico, Carlos, Philip. Abstained: Allan
  - Vote passed.
Board elections date approval
- Andrea Veri sent an email with proposed election dates to the board list; this is the last possible meeting where we would be able to approve the suggested dates.
- For convenience, here is a copy of the proposed dates for the GNOME Board Elections 2019:
  - 2019-05-12: List of candidates opens.
  - 2019-05-26: Last day to announce candidacies, submit summary statements.
  - 2019-05-27: Final list of candidates.
  - 2019-05-28: Instructions mailed to eligible voters, voting begins.
  - 2019-06-11: Voting closes.
  - 2019-06-12: Preliminary results are announced.
  - 2019-06-19: Last day to challenge preliminary results.
- However, if we are still planning to change the length of the board terms, we would need to do so before announcing the elections.
- Neil: We are talking to lawyers at the moment; we may need to change the bylaws to increase the board term length, so it may not be possible for this election.
  - Carlos: If the term is already fixed, do we have any power to adjust it for any date changes in the first place?
    - Rosanna: The term is strict.
  - Allan: The bylaws say that the term is set at the time of elections.
    - Neil: You could indeed set the term of this election to be 2 years, but there is no way under the current bylaws to move to split-term elections where half the board are elected for 2 years every year. if we announced that the coming election was for a 2-year term, then the vote after that would be in 2 years from now. We could have another 1-year term, and have that year to adjust the bylaws.
- Philip: Under what circumstances should we not be confident about these dates?
- Nuritzi: How are these dates in relation to the board handover during GUADEC? GUADEC is a bit late this year.
- VOTE: Approve the election dates that Andrea Veri proposed
  - +1 unanimous
- ACTION: Carlos - Respond to Andrea with the results of the vote.
GIMP expenditure authorization
- The GIMP developers want to go to the Libre Graphics Meeting, and hire an AirBNB. They would like approval of up to EUR 10,000 from the funds earmarked for GIMP.
- Rosanna: They asked for an advance so they can later send back the remainder with receipts.
- Allan: Do they have that cash in their account?
  - Neil: Yes.
- Allan: Are we legally allowed to forward the money that way and receive the remainder?
  - Neil: Yes.
- Nuritzi: In that case, it's their money; I don't see why we shouldn't.
- VOTE: Approve an expenditure of up to EUR 10,000 for the GIMP attendance at Libre Graphics Meeting
  - +1 unanimous
LAS Update
- Nuritzi: I would like the board to look at the milestones proposed for a co-hosted LAS conference, and get general agreement.
- The milestones are copied below for convenience:
  - Boards agree to the idea of co-hosting, continue to figure out logistical details
  - Working group does ground work for website, branding, etc
  - Working group does call for locations and internally chooses a bid
  - Boards vote on a winning bid, continue to figure out logistics according to the bid location
  - Working group and event organizers continue to plan and hold the conference in Fall 2019
  - Boards receive a report of the finances at the end, split up surplus money according to how much they individually fundraise
- Rob: We should have a clear picture of the liability to the Foundation at each step, and the milestones should include when we vote on the budget or a float.
  - Nuritzi: This should follow the same conference spending guidelines as we do with other conferences.
  - Rob: I would tweak the milestones to include that.
- Allan: I think we should vote on a framework for the conference before the call for bids occurs. Otherwise, it might happen that we are presented with a bid but need to go back and revise details after the local team has already spent time on it.
- Carlos: We may be able to split the things that depend on location, from the things that don't (e.g. branding) so they can be done in parallel.
- Nuritzi: We should also mention the point where a contract needs to be signed between the two organizations.
- Nuritzi: The timeline is urgent, so we may need to hold a special meeting next week to move things forward.
Travel committee status
- Rosanna updated the spreadsheet that the committee needs to move forward, but the committee hasn't had time to do anything since then. Philip sent an email on Friday asking for proposals for how to improve the situation; haven't gotten replies yet.
- Nuritzi: I think we should appoint one or two new members to help.
- Philip: How do the current members get trained in what they need to do?
  - Rosanna: Germán started the system.
- Philip: Germán was recently trying to recruit people.
- Allan: How quickly can we get people up to speed on the committee?
  - Philip: Germán has documented some of the process to train people for the travel committee.
- Philip: There are people waiting for reimbursement from the Parental Controls/Metered Data hackfest; one person from the Rust hackfest is awaiting approval.
- Nuritzi: I propose that we step in and process the requests for the Rust hackfest and the reimbursements from the Parental Controls/Metered Data hackfest.
  - Philip: When I became the board liaison for the committee, I agreed informally with them to not be involved in the approvals process.
  - The general consensus is that we should go ahead and do this anyway, at the very least for the pending reimbursements and the impending hackfest, as nothing is happening otherwise.
- Rob: We should ask Neil to try to think about an alternative for this process. One of our most important tasks is to facilitate people attending hackfests, and we're not doing a very good job at it.
  - Neil: I will think about this.
- ACTION: Philip - Contact Guillaume Gomez and make sure he is still interested in volunteering
- ACTION: Philip - Go through the pending reimbursements and make sure they are within the amount approved in each case, and start the reimbursement process.
GNOME software definition proposal
- Deferred.

Actions

Carlos - Notify Andrea Veri that the timeline for the board election is approved.
Philip - Contact Guillaume Gomez and check if he is still interested in volunteering for the travel committee.
Philip - Go through the pending reimbursements for travel sponsorships and make sure they are within the amount approved in each case, and start the reimbursement process.