Regular meeting of the GNOME Foundation Board of Directors, 4 August 2022, 14:00 UTC

Attending

• JeremyAllison

• MartinAbenteLahaye

• NeilMcGovern

• PhilipChimento

• ReginaNkemchorAdejo

• RobertMcQueen

• RosannaYuen

• SammyFung

• ThibaultMartin

Consent Agenda

• Acknowledge receipt of:
  • Executive Committee Minutes of 2022-06-17, 2022-07-01, 2022-07-15, 2022-07-23
  • Finance Committee Minutes of 2022-07-14
• Approve the minutes of the April, May and July board meetings
• Approve the 990 tax form and authorise Rosanna to sign it
• Appoint Heather Ellsworth as a member of the Circle Committee

Minutes

• ED transition plan
  • Rob: Rosanna appointed to executive committee.
  • Jeremy: Is there a search committee?
  • Yes; discussion of search committee membership.
  • Rob: We have a timeline for posting the job advertisement this week accompanied by blog posts and other communications. Asking for applications by the end of this month, and interviews in September so that Neil can participate.
  • Jeremy: Do you have a list of places to post the advertisement?

  • Rob: That's still open. Probably worth the fees for posting it on LinkedIn and various nonprofit resources.

  • Jeremy: Where you post it depends on whether we are more looking for nonprofit or open source expertise.
  • Rob: The expertise that we are trying to grow is nonprofit expertise, but it needs to mesh well with the open source world.
  • Regina: Is it location bounded?
  • Rob: Not specifically, but experience in US nonprofits is a plus.
  • Regina: I think the advertisement should be transparent about this, if we have certain compliance to meet.
  • Rob: It's noted as "preferred" rather than "required".
  • Rosanna: That being said, the IRS does prefer that the executive director is a US person.
• Discuss Circle's fiscal sponsorship policy
  • Rob: This was raised by Sophie Herold. Originally we had the idea that over time we'd offer more fiscal sponsorship to Circle apps (receiving payments, reimbursing expenses), so the idea of the "no existing fiscal sponsor" policy was with that in mind. However, there are questions about whether EU sponsorship for contributors conflicts. Fiscal sponsorship is not easy to scale to ~70 projects, but we can consider using Open Collective to do all the difficult parts. Open Collective offers prepaid debit card numbers which is logistically convenient. The GNOME Foundation can join as a fiscal host, which may reduce Rosanna's workload.
  • Thib: What is the added value of the Foundation here if projects can join Open Collective directly? Their fees are minimal. Should we have a partnership with Open Collective instead?
  • Rob: Fiscal hosts on Open Collective have a 5-10% fee, the idea is that you support the GNOME Foundation for that project, and use the fee for things like organizing hackfests.
  • Thib: That sounds good as long as we are transparent about what the fee is for.
  • Rob: There is also a compliance reason that it's helpful to move public donations into the sphere of the Foundation as much as possible, since we report it on our Form 990.
  • Martín: By doing this, is there anything else we should add to the selection criteria, on the legal side?
  • Rob: We might have to require that the project names 2 or 3 administrators so we know who is allowed to administer the funds. There's probably some wording that we'd have to add about the funds being offered at the Foundation's discretion and forbidding illegal activities. E.g. if a project turns into a Ponzi scheme and we need to end our association with them.
  • Rosanna: How does this interact with laws against transferring money to Cuba?
  • Rob: The Foundation does need to comply with these. However, it does open up possibilities to transfer funds to countries not under sanctions that are just not well-connected to the US banking system, which is useful for Flathub as well.
  • Regina: I think this will expand the number of projects that will be able to join Circle. Could we have a trial period to gauge how well it works?

  • Rob: Yes, the main thing to check is if we can automate pulling the transactions into QuickBooks. A trial period is a good idea.

  • Conclusion: Worth investigating.
• Increasing the perception of transparency in the community
  • Last Governance Committee meeting, we discussed complaints around lack of transparency around the bylaw changes. There is a perception gap between the efforts the board are making around transparency, and how well the community thinks we're doing. Some unreasonable community feedback, but some who were OK with the changes but raised doubts about the process.
  • In the past the public ED reports were appreciated but disproportionately time-consuming for Neil vs the benefit.
  • Could we invite a community member to interview the board / ED and surface new developments that way? Less time commitment but has a benefit in terms of the transparency originating from outside the Foundation.
  • Recommendation to keep using "This Week In GNOME" to update on Foundation activities, including committees.
  • Sammy: How about a virtual town hall once a year for Foundation members?
  • Thib: I like the idea of making room for people to ask questions. Another idea, office hours on Matrix. I'd call the interview idea a "pull" action, and I also think people want "push" actions for transparency. I'd also suggest using TWIG more for "push" actions. Maybe the executive committee can identify some points to share at the end of each meeting.
  • Rob: That's a good practice and formalizing it seems like a good idea. Strictly speaking the AGM contains a town hall section, but there has been little engagement in the virtual AGMs. It's usually people asking questions about GTK or other technical questions. One thing that Philip said in the beginning about the bylaw change rankles a bit because it was rushed - primarily a scheduling failure, not a transparency failure.
  • Philip: My theory is that the idea of lack of transparency existed already, and the bylaw change process became a focus.
  • Regina: If we are not getting questions about the Foundation in the AGM / town hall, what strategies do we have for building awareness of what the Foundation does?
  • Rob: We've identified 3 programs that we want to launch, maybe we could set a topic for the town hall / office hours / interview for each of those programs.
  • Conclusion: Executive committee to continue identifying items for TWIG. Governance committee to come back with a concrete proposal.
• Acknowledgement of the Governance Committee Minutes of 18 May 2022
  • Moved to next meeting.

Finance Committee meeting, 14 July 2022

Attendees: Rob, Rosanna

• Discussed 990 preparation/timeline. Draft forthcoming from accountants needs board review, and final filing needed by 15th August.
• Summary accounts for AGM: numbers with Caroline so she can improve the presentation.
• Discussed potential to use Open Collective to automate the work involved in holding project funds, reimbursements, etc.

Executive Committee, 17 June 2022

Attendees: Neil, Rob

• ED updates: GUADEC sponsorship & A/V arrangements, evaluating LAS venues, etc

• (Private) Endless Philanthropy grant: received feedback that $250k grant would be preferred, $150k for general/ED funds, $100k towards Flathub. Rob & Neil to meet and work on budget/objectives.

• GNOME Online Accounts: Rob joined e-mail discussion with release team, Rishi, etc regarding removal of GOA and have enlisted some temporary assistance from Emmanuele to unblock the soup3 migration while we work on future plans.
• Flathub: Differing opinions on nonprofit compliance from lawyers and accountants, following up with Karen Sandler for specialist OSS advice. Work Package 3 completed for basic payments/donations support, Codethink working on Work Package 4 to add invoicing, tax codes, sales tax etc.
• Board transition: Rob to set up new tickets/checklists for this year's transition. Neil to check on induction training arrangements.
• Board annual meeting: Unclear which board members will be attending in person, will need to be a hybrid meeting. Should we stick to standing slot on 13th July, or move to 19th? Rob to open a ticket to discuss officers.
• AGM: Rob to send notice and open tickets for general prep and Pants awards.

Executive Committee, 1 July 2022

Attendees: Neil, Rob, Thibault

• Scheduled a BOF at GUADEC to follow up on GNOME Online Accounts.
• Discussed who might be an appropriate Treasurer candidate - follow up once Jeremy and Sammy have access to tickets for discussion.
• ED update: Focused on GUADEC and preparing for SCALE right afterwards. Fedora sponsoring GUADEC. $10k donation from Microsoft. Scheduling time with Karen to discuss Flathub.
• AGM: Notice sent. Created new slide deck, and reviewed content and structure.

Executive Committee, 15 July 2022

Attendees: Rob, Thibault

• GNOME Online Accounts: No updates; BOF planned. Parallel ongoing slow discussion with Google about Epiphany being blocked from accounts.google.com.
• ED Transition: Meet face-to-face at GUADEC to set out recruitment timeline and Neil's final day. Rosanna to join the executive team and run the day to day for the team as "Chief of Staff".
• Committee Updates: Thib notes some inactive committee members we should update during the annual meeting.
• AGM: More work on deck. Added project achievements slides, strategy update and ED update on programs.

Executive Committee, 23 July 2022

Attendees: Rob, Neil, Rosanna

• Agreed Neil's last day for 30th September. Using up PTO during August.
• Priorities for September: Flathub standup, legal/compliance arrangements and user/contributor terms.

• Investigate OpenCollective with Rosanna and how to integrate with Quickbooks.

• Transition plan: Rob to join staff meeting 8/3 to discuss transition arrangements with staff. Zana will run day to day staff issues and weekly meetings, and we will reschedule exec team meetings to match Zana's timezone so she can start to join.
• Set out recruitment timeline for ED: post role 1st August, applications by 29th August, screening / shortlist by 12th September, interviews and recommendation to board by 3rd October.