Regular meeting of the GNOME Foundation Board of Directors, 13 April 2022, 16:30 UTC

Attending

• KatGerasimova

• NeilMcGovern

• RobMcQueen

• ShaunMcCance

• ReginaNkemchorAdejo

• RosannaYuen

• PhilipChimento

Missing

• AlbertoRuiz

Regrets

• ThibaultMartin

• FelipeBorges

Minutes

• Consent agenda: Approve the minutes of the March meeting
  • Approved.
• ED updates
  • LAS coming up in 2 weeks, shaping up well in terms of speakers, workshops, etc.
  • GUADEC registration opened. Register early; helps drive sponsorship.
    • CFP also extended, now is the time to write your talk!
  • Speaking to tax people regarding Flathub
    • From a tax point of view - sales tax, overseas payments, etc.
    • Also looking at liability protection, potentially a separate legal entity controlled/owned by GNOME.
    • Common nonprofit structure for trading entities and provides more flexibility regarding charitable purpose.
    • We are looking at LLCs which don't need to have a separate board but can do. Considering a mix of nominees representing the different projects involved.
• Upcoming election
  • Need to confirm that we're electing 4 board members (Rob, Kat, Felipe and Regina are leaving the board), and confirm the timeline with the Membership Committee.
  • We need to have a 21 day consultation period to change the bylaws so that needs to start as soon as possible.
  • Neil requested a review which should be done this week. Tentatively looks ok.
  • Executive Committee will take on proposing the changes to the membership.
  • Tell Membership Committee to slip the schedule by 2 weeks so we have time to do this, and our new directors are elected ahead of GUADEC and the AGM, and the annual board meeting where we appoint officers/committees.
• Travel committee
  • How do we unblock the travel committee for GUADEC requests?
  • Give them a budget figure.
  • With Kristi to compare with the fundraise.
  • Neil to ask for approval for this figure.
  • (Note to finance committee - check whether it makes sense)
  • Does travel committee apply to LAS?
    • Original memorandum of understanding set out that each organising project will have a minimum travel sponsorship commitment, but this year it was decided to not have this requirement as LAS organisers want to promote remote attendance
  • Budget has 30k for GUADEC and 5k for remainder of the fiscal year.
  • Currently no funds available in the LAS budget, but could use Travel Committee's general budget.
  • Exec committee to make some funding available? Some concerns about the TC's readiness to act on that with just 2 weeks out.
• Recommendation on in-person board meeting from Governance Committee
  • Governance committee notes that not all directors can/will attend GUADEC and we should arrange the annual board meeting to be hybrid.
• ED search process
  • Met with a recruitment consultant, who indicated that we need to make our strategy and policy more solid before reaching out to candidates. The idea is that we should have a plausible roadmap and budget that candidates can see themselves in.
  • Neil and Rob have been working on this with Gareth Marlow (www.eqsystems.io), an executive consultant that the board has worked with before. The method is called "Business model canvas".
  • Neil presents a diagram of activities that the Foundation can develop and how they translate into resources (financial and people).
• Newcomers/apprenticeship program
  • Regina: Overlap with existing outreach to universities - how to unify strategy and not abandon ideas?
  • Yes! Let's meet with Melissa and fill in her understanding here.
• Acknowledge receipt of executive committee minutes
  • Acknowledged.

Executive Committee Minutes, 11th March

Attendees: Neil, Rob, Thib

• Flathub
  • Meeting with accountants later today; handling tax questions around donations vs payments, sales tax, etc.

Executive Committee Minutes, 25th March

Attendees: Neil, Rob, Thib

• ED updates
  • Met with tax and finance people to sort out Flathub payments. Some more work to do.

  • LAS is happening in less than a month (we have some sponsors, including CodeThink sponsoring a coffee break)

  • GUADEC prep ongoing, we might be able to get Miguel to do a keynote (nice for 25th birthday)
    • We raised 41k for GUADEC so far

  • New OpenShift cluster being rolled out

  • Meeting with a lawyer to discuss the bylaws change, she’s optimistic that we can do the change
  • GNOME 42 released!
    • Extremely positive feedback
    • Send a thank you to heroes?
• LAS Trip - Authorized for Rob and Neil

GNOME Foundation Governance Committee minutes, 21 March 2022

• Attending: Kat, Philip, Thib
• Regrets: Felipe
• Missing: Regina
• Previous board meeting:
  • Agenda was available and reviewed by board members ahead of time and some discussion happened outside the board meeting. This meant that we mostly used our time to make decisions rather than brainstorm.

  • Philip: I liked the part of the process as well. Engagement with GitLab and the chat channel has been up from the other board members. We can continue to move in that direction. In the past it's been difficult to get people to engage in GitLab. We still see some differences in activity in discussions outside the board meeting.

  • Kat agrees it was good to have the agenda ahead of time and that people took time to read it
  • Kat found it more productive. There is still place for core discussions but it's helpful to be able to read the agenda and background work before the meeting itself.
  • Philip found the chairing to be more clear than usual meetings.
  • Kat will launch a Framadate to schedule the next slots.
  • Kat disappointed that Alberto didn't show up without sending regrets.
  • "What would be a good director guide" being written by Thib to give some visibility of what are the expectations of a GNOME Foundation Director. It will be either published on his personal blog or on the Foundation's.
  • Kat thinks we should try to encourage as many candidates as possible to run to get more competition. The "misconceptions" part of the blog post could discourage some people from running.

  • Philip dug out https://calcifer.org/notes/2010/05/if-you-become-a-director-of-gnome-foundation.html

• Bylaw change:
  • We need to increase our pace on this.
  • Philip: Neil is arranging a meeting with another lawyer. It looks like Neil is handling the issue.
  • Kat: Are we confident this is going to be pushed forward?
  • Philip: I think the lawyer is the most likely to be slow, but I'll check with Neil.
  • Kat: Homework is to read the post Felipe posted, soft deadline tomorrow evening.
• Tasks review
  • Stalled: governance page. Philip suggested to use content from Thib's post. Kat and Thib will work together on this
  • Next: Review the conflict of interest policy. We need to add it to the AGM to review how conflicts of interest were handled and how to improve.

  • https://gitlab.gnome.org/Teams/Board/-/issues/220

  • Next: Document and advertise foundation roles: will probably overlap with Thib's post, Thib & Kat will work on it