Regular meeting of the GNOME Foundation Board of Directors, 15 September 2021, 16:00 UTC

Attending

Directors:

• FelipeBorges

• KatGerasimova

• ReginaNkemchorAdejo

• ThibaultMartin

• RobertMcQueen

• AlbertoRuiz

• PhilipChimento

Non-directors:

• NeilMcGovern

• RosannaYuen

• ShaunMcCance

Consent Agenda

• The board acknowledges receipt of:
  • Executive Committee minutes, dated 10 September 2021 [1]
  • Finance Committee minutes, dated 9 September 2021 [2]
  • Governance Committee minutes, dated 18 August 2021 [3]
• The board acknowledges Guillaume Gomez' resignation from the Travel Committee and thanks him for his contributions

Discussion Agenda

• Executive Director's report
• Annual budget discussion
• GDPR requests via automatic apps
• The Travel Committee would like some guidance on when the Foundation expects to be able to start up in-person events again safely and how that will proceed
• Board-only discussion
• Next meeting will be held on October 13 at 16:00 UTC, and will include a strategy review. (Note: the October 13 meeting was cancelled, in the end.)

Minutes

• Executive Director's report
  • See executive committee minutes for more details.
  • New release coming out next week
    • Release video in progress. Challenging to fill video compared to excitement/changes in GNOME 40
  • Annual report is out for previous year
    • Investigating ways to speed up the turnaround time for the annual report
  • GNOME.Asia CfP is out
  • Melissa is returning to do work on our new strategy pieces around education, access and privacy
    • Ensure that there is funding for the sorts of programs that we want to run
  • Photos for website
• Consent agenda
  • Approved as a block.
• Annual budget discussion
  • Went out on 11th September
  • Financial Year runs from October 2021 to September 2022
  • Estimate expenses higher, income lower, to present a "reasonable worst case"
  • Income from advisory board, donations, etc maintained at consistent levels
  • Conference income maintained at lower levels based on virtual events so far, but we can improve if we start to run in-person or hybrid events, which tend to raise better sponsorship and registration fees
  • Other - not expecting another COVID stimulus
  • Expenses, reduction in staff expenses, increase in administrative costs (including legal fees, insurance and bank fees), reduction in board development spend as consultancy engagement wrapped up
  • Travel and conferences increasing again - estimating that there will be travel for GUADEC by next summer
  • GNOME.Asia is 0 because it's in November and virtual
  • Expecting hackfests and staff travel (e.g. for booths at events) to start happening in the upcoming year
  • Included 6 Outreachy internships in the budget as we've approved 3 per round for the last few rounds
  • Balance sheet
    • Assets are split over different accounts to reduce risk of fraud
    • Reserves needed per policy income is interest from funds held for the reserve policy
    • Trying to figure out how to pay Education Challenge prizes to Brazil
    • Still some privacy funds left for spending on internships or other initiatives
    • Some funding left over from Education Challenge which is earmarked for similar purposes
    • Estimating to be closer to our reserve by end of FY2022
    • Current reserve policy is conservative, covering running costs and staff for a full year + 10%
      • Reserves policy is to be reviewed by the Finance Committee with the intention of reducing the scope to cover core activities of the Foundation, matched more closely to normal income levels

      • Should be easier with QuickBooks as it lets us tag spending into different categories

      • From exec committee: Neil should be prioritising time towards funding sources
      • Reserve policy can be changed at any time by vote from the board, this budget strictly exceeds it, but this is a conservative budget
    • GUADEC travel budget is reduced compared to previously where the travel committee needed more due to new needs-based grants - is a slight reduction from 2019 as not expected to return to same levels immediately and can be adjusted by board vote at a later date against improved sponsorship income
    • Expecting to see more clarity around November about FOSDEM
    • University outreach is included under "External conferences"/"Hackfests"/"Other event travel" and can be raised as dedicated funds
  • Resolution: Board approves proposed FY22 budget
    • VOTE: unanimous approval
• GDPR requests via automatic apps
  • We have a dedicated email address for requests, info@ as defined by privacy policy
  • Neil follows up with a request for confirmation of email and more information, very few follow up
  • We cannot insist on a specific path being taken for requests, but in the first instance Neil replies to the requests asking them to take the proper path as per privacy policy
• The Travel Committee would like some guidance on when the Foundation expects to be able to start up in-person events again safely and how that will proceed
  • The decision will be made based on data.
  • Tentative expectation that local events may restart in spring
  • International events will be contingent on the policies that employers in the GNOME ecosystem enforce
• Board-only discussion

Executive Committee Minutes, 10th September 2021

Attendees: Neil, Rob, Alberto

• ED Updates
  • Budget WIP, reviewed 9th September by Finance Committee
  • Transitioning from Odoo to Quickbooks Online - lack of working reporting a critical blocker
  • Team preparing for upcoming GNOME Asia CfP, Release Video WIP

  • Melissa Wu rejoining team part-time to research partnership and funding opportunities around education, privacy & access/advocacy

Finance Committee Minutes, September 9, 2021

Attendees: Shaun, Rosanna, Neil

• Switching from Odoo to Quickbooks, some discussion on details of accounts and budgeting
• Reviewed draft budget before presentation to full board, compared to previous actuals
• ACTION: Neil to run draft budget by Rob, as he had a last-minute regret
• ACTION: Send budget proposal to full board before board meeting

Governance Committee Minutes, 18 August 2021

Attendees: Kat, Philip, Regina, Felipe

• First meeting with a new committee composition. Chairing will rotate between Kat, Philip, and Regina, and Felipe will write the minutes. Thibault was not present today but may go into the rotation for either of these.
• We had a retrospective about what went well and what didn’t, in the onboarding sessions for new directors.
  • Good that the returning directors were motivated to attend.
  • There were some hitches in giving access to the new directors and removing access from leaving ones.
  • The governance committee is taking over this responsibility in the future.

• We are proposing to require that all board members complete the BoardSource training.

• Directors would appreciate more guidance on the Form 990 review, and more lead time to be able to complete the review. One idea is to look into a training on this topic (that could be shared with other nonprofit boards.)
• Actions:
  • Philip and Thibault to start preparing the onboarding session in March 2022
  • Regina to survey outgoing directors about their experience with the onboarding
  • Thibault to create a channel in the GNOME Space in Matrix for the governance committee
  • Regina to gather information on what can be done differently for outgoing directors

  • Kat to pick a deadline for directors to complete the BoardSource training and notify the rest of the board

  • Felipe to ask Neil for 2 weeks lead time to review Form 990
  • Felipe to research board trainings on Form 990