Regular meeting of the GNOME Foundation Board of Directors, 14 April 2021, 16:00 UTC

Attending

Directors:

• KatGerasimova

• FelipeBorges

• FedericoMenaQuintero

• AllanDay

• PhilipChimento

• ReginaNkemchorAdejo

• RobertMcQueen

Non-directors:

• RosannaYuen

• NeilMcGovern

• ShaunMcCance

Regrets

Missing

Consent Agenda

• Approve minutes of 10 March

  • https://wiki.gnome.org/FoundationBoardPrivate/Minutes/DraftMinutes

• The board acknowledges receipt of:

  • Executive Committee minutes, dated 12 & 19 March 2021 [1]

  • Finance Committee minutes, dated 23 March 2021 [2]
  • Governance Committee minutes, dated 17 March 2021 [3]

• The board notes that, since its last meeting, it unanimously voted to sign the RMS open letter at https://rms-open-letter.github.io/

Discussion Agenda

• Executive Director's report
• Discussion: future of the Free Software movement
• Next board meeting will be on 12 May, and will be a quarterly finance meeting
• Board only discussion

Minutes

• Consent agenda:
  • Minutes of 10th March approved
  • Receipt of Executive Committee, Finance Committee and Governance Committee minutes acknowledged

  • Unanimous vote to sign the the RMS open letter at https://rms-open-letter.github.io/

• Executive Director's report
  • Work on GUADEC and LAS coming up. Range of talks submitted for GUADEC and AGM will be held online again.
  • Applied for Google grant. Done first stage. Application is based around improving participation of women from Nigeria in GNOME.
  • Community Engagement Challenge winners announced

    • A concern was raised by email around a potential conflict of interest since Rob McQueen and Neil McGovern are both directors of Open UK, one of the challenge finalists. Gina Likins was on both the judging panel for the Community Engagement Challenge and the panel for Open UK's Kids Competition. Rob and Neil confirmed that they did not take part in the winner selection for the Education Challenge, which was carried out by an independent panel, thereby demonstrating that there was no conflict of interest. Rob confirmed that Gina's involvement in both programs has been only as an independent judge.

    • Philip: the inquiry about a potential conflict of interest was a fair question. I'm glad it was resolved satisfactorily, but if a similar situation occurs in future I'd prefer that potential conflicts of interest were disclosed earlier to the board.
    • Rob: we could have pro-actively shared this information earlier.
    • The Governance Committee will discuss the conflict of interest in more detail at their next meeting.
  • Work to demonstrate compliance with updated California employment laws (GNOME was already in compliance).
  • GNOME 40 release video done, majority of users who have given feedback were positive.
  • FSF governance: discussions with other organisations and responded.
• Discussion: future of the Free Software movement
  • Allan: what are the GNOME Foundation's needs and interests with regards to the leadership of the Free Software movement?
  • Neil: gives a summary of the situation with the FSF and RMS's position on the board of directors, reactions of other organisations.
  • Allan: do directors agree that we need to be looking beyond the FSF as the leader for the Free Software movement?
    • Felipe: the FSF has shown it is no longer fit to lead the free software movement. I totally support a change of direction.
    • Kat: GNOME has moved beyond the FSF, including what we represent as a community. This is an opportunity to for GNOME to shape the direction that F/LOSS will take in the future and bring it to more users.
    • Rob: the FSF solves an old problem that doesn't exist any more. The threat to computing is now different in the world of software as a service. Support the direction of travel, the FSF have not expanded their definition of what is a threat to cover the direction software has moved in. It now covers more than the source code, including a community ingredient, data autonomy/control. We should take a lead in defining what software freedom means or should become now. Local-first software.

    • Federico: supports making GNOME a central place for enabling Free personal computing. We need to think about licensing, specifically about the "or later" clause - if the GPL family of licenses needs to be moved away from the FSF/GNU, what do we do? See https://techautonomy.org/ for a summary of what we need to be thinking about. There has been discussion of proprietary projects that support the user (e.g. brush sets for artists), and encourage end-user communities for support and ideas on future development. Some of this discussion can happen as part of GNOME Circle.

    • Philip: agree about growing irrelevance of FSF to user freedoms, but also to the community. Most innovative development is happening away from F/LOSS. We've lost the momentum/opportunities there by not being flexible enough and because the FSF have not been a good thought leader. We want a leader that can look at the bigger picture and knows how to get the innovators into the F/LOSS sphere.
    • Regina: this is an opportunity for the GNOME project to focus direction and create a space where F/LOSS can thrive. It's important to remain on course while expanding, and not forget our strengths.
    • Shaun: we need to look at how GNOME fits into a post-FSF world
    • Allan: support the direction and it is in the interest of the project to make sure that future arrangements are effective and this is an opportunity for us. Concerned that we would end up too set in our current outlook, need to think of the wider ecosystem. Need to be thinking about topics that aren't related to software but are very much related to values and concerns of the freedom movement. Keen to make sure that there are forums for these conversations to happen, could be an event that the Foundation could support and participate in. Focus more on philosophy than the technical implementations.
    • Neil: some of these discussions are happening elsewhere already. Has some questions of his own for the board: should we refer to open source instead of free software? Should we recommend a different license than GPL?
  • Federico: does GNOME want to concentrate on user freedom rather than software freedom?

Reports

[1] GNOME Foundation Executive Committee minutes, 12 March, 19 March, 9 April

12 March 2021:

• Neil and Rob passed on feedback from the previous board meeting.
• Discussed how the foundation can prepare for our new strategic direction.

19 March 2021:

• Revisited status of the compensation committee. Agreed to get the process moving again.
• Rob and Neil reported that the finance committee is now up and running.
• Update from Neil on negotiations with Mapbox.

9 April:

• General update from Neil
• Planning for April's board meeting

[2] GNOME Foundation Finance Committee minutes, 23 March 2021

Attendees: Shaun McCance, Rosanna Yuen, Neil McGovern, Rob McQueen

• Board to have finance-focused meeting in May? Try to get first cal-quarter results by then.
• Need full budget, based on interim budget, but add travel sponsorship?
• Fiscal year thru Sept, will we use travel?
• Do 10% of normal travel amount? Give to travel committee or Neil?
• What about reserve policy? Would interim or proposed budget match stated reserve policy?
• Board can vote to have a different policy for the year.
• Bring budget to finance committe meeting in April, to propose to board in May.
• Shaun and anyone else to review interim budget, suggest changes to Neil
• Interim budget was approved thru May board meeting

[3] GNOME Foundation Governance Committee minutes, 17th March 2021

Attending: Allan Day, Kat Gerasimova, Felipe Borges, Neil McGovern, Philip Chimento

In preparation for the meeting, committee members reviewed:

• The Foundation's form 990

• Resources on BoardSource

• John Lass's board governance briefing

Committee members reported on findings:

• Allan: we have most of the form 990 covered, though it does reference whistle blower and document retention policies, which we lack.
• Felipe: ensuring director understanding of fiduciary responsibilities seems high in all lists.

  • Interesting articles on BoardSource: "How to have effective board meetings", "The value of lived experiences"

• Kat: key point seems to be ensuring the board understands their responsibilities, especially with new board members. This could be formalized and training could be offered.
• Neil: it could be interesting to have directors sign a pseudo-contract, to acknowledge their responsibilities.
• Philip: we could have a date for reviewing the conflict interest policy, and having a board policy for assessing board members' performance.
  • Would be good to have a skill-set template for directors.
  • Interesting reference to the board's role as a mentor for foundation management.

Next steps:

• Subscribe to BoardSource, so we can use their self-assessment tool - Neil

• Draft policy review process - Allan
• Create tickets for each missing policy (ED succession policy, document retention policy, ...) - Philip

• Director to sign up as primary contact with BoardSource - Kat

• Run board self-assessment - Kat
• Decide on standing agenda items that we want for these meetings - Felipe
• Identify training that we need (Form 990, ...) - Felipe
• Board development plan / skill set template - Philip