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

Attending

Directors:

• AllanDay

• FelipeBorges

• KatGerasimova

• ReginaNkemchorAdejo

• ThibaultMartin

• RobMcQueen

Non-directors:

• NeilMcGovern

• RosannaYuen

• ShaunMcCance

Regrets

• FedericoMena

• AlbertoRuiz

Missing

Consent Agenda

• The board acknowledges receipt of:
  • Executive Committee minutes, dated 7 July 2021 [1]
  • Finance Committee minutes, dated 17 June 2021 [2]
  • Governance Committee minutes, dated 16 June 2021 [3]
• The 2021 board elections have concluded. Statement by the board:
  • The board welcomes Alberto Ruiz and Thibault Martin to the board. It also congratulates Philip Chimento on his re-election. It thanks Allan Day and Federico Mena Quintero, whose directorships have ended.

Discussion Agenda

• Approve minutes of 9 and 14 June 2021
• Welcome to new and returning directors
• Executive Director's report
• Select board officers for 2021-22
• Appoint committee members
• Meeting schedule for 2021-22
• 2021 Conflict of Interest policy review
• Board meeting attendance policy
• Board-only discussion
• Next meeting will be held on August 11 at 1600 UTC, and will include the Q3 (April-June) finance report

Minutes

• Consent agenda:
  • Receipt of Executive Committee, Finance Committee and Governance Committee minutes acknowledged
  • 2021 elections board statement approved
  • Approved as a block
• Approve minutes of 9 and 14 June 2021
  • [Discussion about amending the phrasing of some items.]
  • Amended minutes approved.
• Welcome to new and returning directors
  • Directors starting their second year: Rob, Regina, Felipe, Kat
  • Directors starting the first year of a new term: Alberto, Thibault, Philip
• Executive Director's report
• How can the backup positions be more ready to step in when needed?
  • We should look at this from a board development point of view
• Select board officers for 2021-22
  • VOTE: the board appoints the following officer positions:
    • President: Rob
    • Vice-president(s): Alberto, Regina
    • Chair: Thibault
    • Treasurer: Shaun
    • Assistant Treasurer: Rosanna
    • Secretary: Kat
    • Assistant Secretary: Philip
• Appoint committee members
  • VOTE: the board appoints the following committee members:
    • Executive committee: executive director, president, Alberto (VP)
    • Finance committee: treasurer, assistant treasurer, executive director, Rob
    • Governance committee: Felipe, Kat, Thib (Chair), Philip, Regina
    • Compensation committee: treasurer, president, Alberto (VP)

    • Membership & elections committee: Andrea Veri (chair), Tobias Mueller, Pascal Terjan, Jonathan Blandford

    • Travel committee: David King, German Póo Caamaño, Guillaume Gomez, Meg Ford, Philip Chimento (liaison), Rosanna Yuen, Umang Jain

    • Circle committee: Allan Day (liaison), J Arun Mani, Martín Abente Lahaye, Jordan Petridis, ThibaultMartin

    • Code of Conduct committee: Federico Mena Quintero, Rosanna Yuen, Molly de Blanc, Kat Gerasimova (liaison)
    • Release team: Abderrahim, Andre Klapper, Javier Jardon, Matthias Clasen, Michael Catanzaro, Emmanuele Bassi, Tristan Van Berkom, Jordan Petridis, Felipe (liaison)

    • Membership & election committee is looking for a new member

    • Philip will check with the travel committee that all members would like to remain on the committee
    • VOTE: approve all the officer and committee positions listed above
      • +1 unanimous
• Meeting schedule for 2021-22
  • Finance report and annual budget are fixed because of the financial year, all other items are flexible
  • During training ~2 years ago, it was recommended that we rotate through policy/strategy/finance. We don't have a lot of policy items normally so proposed schedule reflects adjustments.
  • All board members can make the current meeting slot (2nd Wednesday of each month at 16:00 UTC)
• 2021 Conflict of Interest policy review
  • Review has taken place
  • One potential conflict of interest raised by a member of the foundation. Potential conflict reviewed and decided it was not a conflict. Note: the potential conflict was declared on returned forms.
  • All forms have been returned by the required individuals.
• Board meeting attendance policy
  • We used to have a policy previously with consequences for missing three meetings in a row. [Allan summarises proposed policy.]
  • Committees have their own informal policies, this policy is for the board meetings only.

  • VOTE: The board approves the attendance policy: https://wiki.gnome.org/FoundationBoard/AttendancePolicy

  • Passed unanimously
• Next meeting will be held on August 11 at 1600 UTC, and will include the Q3 (April-June) finance report
• Board-only discussion

Reports

[1] GNOME Foundation Executive Committee minutes, 7 July 2021

Attendees: Rob McQueen, Neil McGovern, Allan Day

• Reviewed agenda for next board meeting
• Update from Neil:
  • Two staff members have been let go since last meeting
  • GUADEC happening soon
  • Finances being worked on to accompany Form 990

• Strategy & fundraising

  • We're not moving quickly enough to implement the strategy
  • Actions identified:
    • Reach out to contacts on commercial technology side to investigate funding possibilities
    • Work through non-profit contacts, particularly in the privacy space
    • Go back to non-profit advisors to get contacts and mentoring

[2] GNOME Foundation Finance Committee minutes, 17 June 2021

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

• Shaun asked where employee costs for grant come from, Rosanna computes them
• Do we need another finance meeting before Aug board meeting?
• Would like to present three-quarter finances at Aug board meeting and discuss budget
• Proposal to move finance-focused board meeting to Sep
• Let's try to have a budget proposal before Oct
• Est variance changes for employment changes: ~ -50k for remainder of FY
• Est reserve change: ~ -200k

[3] GNOME Foundation Governance Committee minutes, 16 June 2021

• Director attendance - #216
  • Board members are expected to attend meetings or notify their absence to the meeting's chair. We need to establish a policy for attendance and consequences for excessive absences.
  • ACTION: Allan to draft the policy.
• Board transition #210

  • We should require new board members to take the Certificate of Non-Profit Board from BoardSource.org

  • Governance committee to take over the onboarding from Neil and onboard new members.
  • Allan to continue serving as chair until new office positions are assigned to the new members.

  • Philip to review the roles and responsibilities of the current office positions https://wiki.gnome.org/FoundationBoard#Roles_and_Responsibilities