Regular meeting of the GNOME Foundation Board of Directors, 9 June 2021, 15:00 UTC

Attending

Directors:

• FelipeBorges

• AllanDay

• KatGerasimova

• PhilipChimento

• RobertMcQueen

• FedericoMenaQuintero

Non-directors:

• NeilMcGovern

• RosannaYuen

• ShaunMcCance

Missing

• ReginaNkemchorAdejo

Consent Agenda

• Approve minutes of 12 May
• The board acknowledges receipt of:
  • Executive Committee minutes, dated 14 May, 24 May, 1 June, 8 June [1]
  • Finance Committee minutes, dated 20 May 2021 [2]
  • Governance Committee minutes, dated 19 May 2021, 7 June [3]
• Announcements:
  • The 2021 board elections will conclude on 24 June
  • Next meeting will be 14 July 2021 at 15:00 UTC.
  • Directors please check the 2021 board transition plan.

Discussion Agenda

• Executive Director's report
• Fundraising and programme development
• Board governance - report from the governance committee
  • Research results
  • Planned bylaw change
  • Self-assessment results
  • Next steps
• Review outstanding initiatives
  • Guidelines for technical terminology #177
• Board-only discussion

Minutes

• Consent agenda:
  • Minutes of 12th May approved
  • Receipt of Executive Committee, Finance Committee and Governance Committee minutes acknowledged
  • Announcements acknowledged
  • Approved as a block
• Executive Director's report
  • FOSS North (workshops, presentations)

  • GNOME LatAm

  • LAS
  • Staff ramping up for GUADEC
  • Advisory board meeting Tuesday before GUADEC (Tuesday, 20th July)
  • Issues with GNOME Maps; hi-def satellite images are expensive and we rely on sponsorship in kind to provide those. Otherwise it would cost USD 72k/year (with 60% discount!). Currently we've had to disable these and are working on a way to get them back in future.

    • The board would like to thank MapBox for their ongoing sponsorship and support with working through options here.

  • Neil shared plans for staff reduction and discussed with the board.
• Fundraising and programme development
  • Rob: Staff changes are to reduce our run rate so that we have a longer period of time before the reserve policy requires us to make changes. Buys time to investigate the different programmatic/thematic areas we've identified as promising - education, privacy, access/affordability.
  • The ask to the board is whether members have any connections that could be called in to develop ideas (privacy, coding education, ...) I am following up on a few of my own connections.
  • Allan: Curious to know what other board members think of this role? Do you think you could report back in July with two or three of these conversations?
  • Kat: I can do that but I don't have experience with doing it'll be at the level that we're talking about here.
  • Allan: Same. I support this, but am uncomfortable doing it personally. I'll try though!
  • Philip: It's a chicken-and-egg problem. we need to attract well-connected people who can network at this level to be interested in GNOME, but we need to be more ambitious to do that.
  • Rob: It doesn't have to be pitching GNOME at a high-level meeting - can be informal conversations or suggestions.
  • Federico: There's a lot of discourse about a multiplatform GUI toolkit. Could we offer GTK as a competitor in this space and say that we need funding to make it happen?
  • Neil: I'm not sure why people would give GNOME money for that. If there was a particular feature they wanted, they'd hire a GNOME-adjacent consulting company. What we can do is provide a neutral-ish place for people to run things. Another of our advantages is running programs that benefit disadvantaged groups. (e.g. not "let's rewrite libhandy into libadwaita") I'm skeptical of crowdfunding features.
  • Philip: Igalia's open prioritization platform
  • Allan: Is there a director here who could take this forward in terms of coordinating who's looking at which areas?
  • Felipe: Yes, I will.
• Board governance - report from the governance committee
  • Presentation from Philip on what the committee has done.

    • Reviewed form 990, materials on BoardSource

    • Working on recommendations to the board; in consideration:
      • Bylaw change to allow non-member directors (potentially requiring nominations, term limits, limit on numbers of non-members)
      • Skill profile for the board as a whole
      • Ongoing policy/process to seek nominees and cultivate candidates to balance the necessary skills

      • Training for directors, potentially via BoardSource

    • Helpful to start talking about these changes / initiatives far in advance of the next elections
    • Can we pro-actively set out an agenda in the next AGM?
  • Allan presents the slides
    • We scored overall lower than the average of other boards which is perhaps not surprising considering where we are and our experience. Something to keep in mind.
    • The comparison against the average has been quite useful, didn't anticipate that.
    • The really low scores are from things that we're just not doing, e.g. informing our recruitment from data.
    • Relatively high score on meetings. One area for improvement: Engaging with specific directors and addressing potentially negative dynamics within the meetings
    • Relatively high score on mission and vision, but low score on tracking our progress which we already knew we needed to work on.

  • Felipe: I've done the certificate from BoardSource, and one thing the report doesn't represent is the stage in board development that we're at. The low scores may sound a bit frightening, but fit in the stage that we are in.

  • Kat: We have a long way to go, which is mostly a byproduct of how the board has been run in the past. It's only in the past few years we've started to look at these things.
  • Philip: Only after being on the board for a while have I realized exactly how much we don't know. I think the low scores do represent things that we need to work on.
  • Rob: The narrative of doing better at the things that we are actively working on makes sense. I didn't expect amazing scores.
  • Allan: The average number of voting members on a board is 16. There are a lot of activities referenced here and it's debatable whether it's realistic for 7 people.
  • Kat: We need to have more candidates that we can choose from before we increase the board size. If seats are not contested then that's not a good way to run the board.
• Board-only discussion

Reports

[1] GNOME Foundation Executive Committee minutes, 14 May 2021, 24 May 2021, 1 June 2021

14 May 2021

Present: Rob, Neil, Allan

Feedback from previous board meeting:

• Positive feedback regarding the content and form of the finance report
• Requested regular fundraising updates

Discussed operational implications of the Foundation strategy shift:

• Steps needed around communicating foundation activities
• Discussed what the Foundation need to do to equip itself for the strategy shift - training, staffing
• Potential planning exercises we can do to map roles and activities

24 May 2021

Present: Rob, Neil, Allan

Operational update from Neil:

• LAS happened; focus is now switching to GUADEC
• US covid loan has been forgiven, so can come off the books - about $22k.
• Finance committee has met since our last call. Is creating a report for donors about our programmes and impact.

Other business:

• Discussed fundraising options for Flathub
• Discussed potential candidates for the upcoming board election

1 June 2021

Present: Rob, Neil, Allan.

Discussed upcoming board election and board development. Rob to draft blog post, Allan to pursue election guidance through the Governance Committee.

8 June 2021

Present: Rob, Neil, Allan

Operational planning with regards to fundraising and financial plans. More details to be provided as part of the 9 June board meeting.

[2] GNOME Foundation Finance Committee minutes, 20 May 2021

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

• Feedback from finance-oriented board meeting:
  • Board needs financial report with more time before meeting
  • Need more activity on fundraising, our runway is decreasing
  • What is the baseline expenditure that we always do? (GUADEC, travel, etc)
  • Figure out what we have beyond the baseline and how to spread it out.
  • ie what period of time do we want to give ourselves for the remaining reserves, to implement programs and secure funding
• Reporting to Dalio Philanthropies
  • Neil to support Rosanna with narrative around strategy change and UX studies
  • Include existing narrative from Melissa around coding challenge outcomes
• Some discussion around preparing reporting/narrative for AGM
• Rosanna preparing 990 submissions for the accountant, ctte to review soon
• Some Handshake coin to work out how to sell

[3] GNOME Foundation Governance Committee minutes

19 May 2021

Present: Kat Gerasimova, Philip Chimento, Neil McGovern, Allan Day

Regrets: Felipe Borges

Minutes:

• Assessed previous board meeting. Discussion about how to encourage directors to air uncertainty and ensure a high degree of individual confidence/responsibility for votes. Possibilies here:
  • Be welcoming to questions
  • Express votes as a personal endorsement with qualifying conditions attached
  • Quiz directors on their reasoning for taking a position on a vote
  • Organise calls with new directors after each meeting, to talk it through, see if there are any areas of uncertainty
  • Keep up the practice of the chair asking for the opinions of those who haven't spoken in a meeting
• Discussed how to ensure that directors have reviewed the minutes before signing them off. Will track this in a ticket in future.
• Reviewed ongoing tasks [1]

  • Allan has updated https://wiki.gnome.org/Governance

  • New tickets:
    • Review the content on the foundation website - assigned to Allan
    • Review transition plan for 2021-22 board - assigned to Kat (to be discussed at next regular committee meeting)
• Committee mandate with respect to things like self-assessment
  • It would have been good to have communicated more with directors about what was coming with the self-assessment
  • ACTION: governance committee chair to post summaries of our activities on the board Discourse category
• Self-assessment progress
  • We've had responses from all directors, after some chasing from Kat

  • We should get a report back from BoardSource in the next couple of days, which Kat will share

  • ACTION: governance committee to meet to discuss the report, in advance of next board meeting
• Recruitment plan for 2021 elections
  • Goal is to identify candidates who match our as yet non-existent skill profile
  • Federico and Allan not planning on running. Philip maybe planning on running again.
  • Discussed potential candidates to encourage to run

[1] https://gitlab.gnome.org/Teams/Board/-/boards??utf8=%E2%9C%93&label_name[]=Governance%20Committee

7 June 2021

Present: Philip Chimento, Neil McGovern, Allan Day

Regrets: Felipe Borges, Kat Gerasimova.

• We've received the board self-assessment report. General opinions are that we score lower on all areas than non-profit boards in general.
• Some bits of the detail show progress and a less pessimistic view than the scores would indicate.
• Preparation for 9 June board:
  • The report can be presented, and discussed at the meeting
  • As this will be the last meeting of the current board, it would be good to do a retrospective and have suggestions for the incoming board on areas to improve
  • Ideally, we should digest the report and come up with suggestions, but we can't do this before the meeting
  • Will also discuss potential bylaw changes