Regular meeting of the GNOME Foundation Board of Directors, 13 October 2022, 15:00 UTC

Attending

• MartinAbenteLahaye

• PhilipChimento

• ReginaNkemchorAdejo

• RosannaYuen

• SammyFung

• ThibaultMartin

Regrets

• RobertMcQueen

Missing

• JeremyAllison

Consent Agenda

• The board would like to give our thanks to Neil McGovern for his 5 years of service to the Foundation as our longest-serving Executive Director.

• Appoint Neil McGovern to the Membership & Election Committee

• Appoint Jeremy Bicha to the Release Team
• Acknowledge receipt of:

  • Executive Committee Minutes, 21st September, 5th & 12th October 2022

  • Finance Committee Minutes, 22nd September 2022
  • Governance Committee Minutes, 29th September 2022
• Approve the minutes of the September board meeting
• Approve GNOME.Asia travel for Kristi, Zana and Sammy

Discussion Agenda

• Foundation update (Zana)
  • Rosanna: Happy new fiscal year! We are working on the fiscal year budget.
  • Rosanna: Which events is the board planning on sending board members to? This would be helpful to know.
  • Rosanna: At GUADEC, 07-24 would be the in-person board meeting and 07-25 the in-person advisory board meeting
  • Rosanna: Staff starting to look at Giving Tuesday. Creating a calendar for marketing events.

  • Rosanna: IT progress: rebalancing server; Fastly contracts; credits from DigitalOcean; moving services due to closing data centers.

• Executive Committee update (Thib)

  • Thib: ED search prioritized. Screening CVs, reduced from 100 to 13. Technical troubles with NextCloud.

• GNOME Awareness in Africa (Regina)
  • Regina presents slides detailing what she has been researching.
  • Thib: Are you asking for resources for this or is it a plan that is already resourced?
  • Regina: It's not a huge request for resources. What we've found is that the team in Africa are willing to put in all sorts of effort so there's less need for travel.
  • Thib: I like this proposal because it's aligned with one of our three strategic pillars: it increases geographical diversity of the GNOME contributor base. I wonder if we could get some sponsorship for these activities, but we'd need to specify the expected outcomes.
  • Philip: Generally positive but no specific comments.
  • Martín: I'd like to see if we could also replicate it in South America.
• Please reserve time in your calendars:
  • Meetup at FOSDEM in Brussels: board retreat Feb 2nd, advisory board face-to-face Feb 3rd
  • Rosanna: Someone needs to reply to Matthew Miller's email about the face-to-face advisory board meeting
  • Thib: I will be there, but I won't be at FOSDEM the whole time on behalf of GNOME

Executive Committee minutes, 12 October 2022

Attendees: Rob, Rosanna

• Budget: Increased travel budget for staff/directors, close to ready for board approval after review by the finance committee. Zana to check

• ED recruitment: NextCloud folder ready to share with search committee. No reply from Deb regarding leading committee, Jonathan has done it twice before and has limited time; would prefer somebody else!

• Staff: Zana has set up regular 1:1s with team to ensure everyone has clear goals.

Executive Committee minutes, 5 October 2022

Attendees: Thib, Rosanna

• We need a leader for the ED Search, Zana is going to ask Deb and then Jonathan if one of them accepts to lead it

• There are 13 resumes left after first pass, Zana is going to store them in NextCloud because Odoo seems to be VERY fragile

• The ED search committee is going to be handed a NextCloud link where they can read the remaining resumes, and rank them in a shared spreadsheet

• Some people in the ED search committee are very sensitive to using non-free software like Google Spreadsheets, but the built-in office suite of NextCloud (CODE) didn't work out for the committee. Thib to check with Bart if it would take much time to deploy OnlyOffice instead, which is also free software.

Executive Committee minutes, 21 September 2022

Attendees: Rob, Neil, Thib, Zana

• ED updates
  • GUADEC seemed to go well overall, collating survey response. GNOME Asia organisation underway.
  • Working out arrangements with RH regarding Andrea's planned move to the US. Coordinating donation of services
  • Pushing ahead to close 146 of the 152 mailing lists.

  • Meeting with nonprofit lawyer regarding Flathub compliance & incorporation

  • Close to finalising $250k grant from Dalio Philanthropies, $150k general funding and $100k towards Flathub
• Budget: Preparing a template, on the agenda for the next finance committee.
• Recruitment: Mailing list set up, Deb Nicholson invited to join committee, Zana to arrange an initial candidate review call.

• GNOME Asia: Sponsorship currently very limited - $12k approved "at risk" by board but ideally needs to be raised through sponsorship. Neil & Rob approved $15k travel in order to open travel committee in parallel to CFP.

Governance Committee minutes, 29 September 2022

Attending: Martín, Philip, Regina, Sammy

Roles selection:

• Philip asked for volunteers for 2 rotating chair and Secretary.
• Martin volunteers to be one of the two chairs.
• Philip volunteers to be the first Secretary.
• Regina volunteers to be the second Secretary.
• Sammy volunteers to be the second Chair.

Evaluation of previous board meeting (15 Sep)

• Philip suggests to move this call to the week right-after the board meeting so we can do the evaluation with fresh memory.
• Philip mentions switching secretary mid-flight went fine.
• Martin mentions we could have had more information about Outreachy budget requirements to make the decision more executive.
• Martin asks who organizing Outreachy so we can requests a bit more details before hand.
• Philip clarifies it's Kristi.
• Philip asks why we don't put it in the yearly budget.
• Philip suggests we define whether to address this in pull or push. Push would be that the Chair prepares this beforehand, otherwise, Pull, we ask people in charge to prepare it. Clarifies the board should actively ask when it's unclear.
• Sammy clarifies that the Finance committee can address the Outreachy budget.
• Philip clarifies in we're currently in Mentors applications phase. The actual programs starts in December.
• Regina mentions there was a process that includes financial document that covers Internships budget, and she will share it with Martin.
• ACTION: raise Philip's question why the board needs to vote it since it's already on the approved budget.
• Sammy clarifies the approval done was for fiscal year we are about to enter. (Follow up: Rosanna confirmed this)
• Martin asks Sammy if the decision made regarding the GNOME Asia budget was clear by the end of the call.
• Sammy says he had doubts regarding the process, but is it clear now.

• Regina suggests to include new board member feedback on BoardSource training.

• Regina suggests to integrate feedback directly into this committee.
• Regina suggests we do it in a ticket.
• ACTION: Philip will take the lead on this and create the ticket with the link to previous one.

Finance Committee minutes, 22nd September 2022

• Attendees: Neil, Sammy, Rob, Rosanna
• Spending approval
  • Generally seems to be ok and at the right levels - Zana doesn't need to escalate regular expenditure to Neil very often
  • Just need to change wording slightly to have (for example) 2 of 3 instead of ED + (1 of 2)
  • Rob to open a ticket to get Directors to vote (Done; subsequent to meeting, passed unanimously in writing)
• Budget
  • Preparing draft
  • Based on continuing current year, allowing for increased travel expenses
  • With recently-received $250k grant from Dalio Philanthropy, shows a $200k deficit
  • Should fit within new reserves policy, Zana to crunch the numbers so we can present budget to board
• Getting access to QBO for Sammy