Regular Meeting of the GNOME Foundation Board of Directors, 13 April 2023, 17:00 UTC

Attending

• RobertMcQueen

• MartinAbenteLahaye

• JeremyAllison

• RosannaYuen

• PhilipChimento

• ReginaNkemchorAdejo

Regrets

• SammyFung

Missing

• ThibaultMartin

Consent Agenda

• Approve the minutes of the March meeting
• Acknowledge Martín Abente Lahaye stepping down from Governance Committee
• Appoint Martín Abente Lahaye to the Executive Committee in place of Thibault Martin
• Acknowledge the governance committee minutes below

Discussion Agenda

• Updates on Foundation Staff activities and requests
  • Rosanna: As a reminder, Melissa would like to start booking flight tickets. Hopefully everyone has already told her about whether you need a hotel room.
  • Rosanna: Staff has also put together documents about what the GNOME Foundation has been doing on the topic of diversity. Will share with the board shortly. What the staff wants from the board is guidance on what exactly is meant by diversity, in order to focus more directly: geographical, underserved populations, contributors or users?
    • Regina: Have you seen the document I posted on Discourse on this topic? I spoke with CHAOSS. I think it addresses some of the requests you mentioned.
    • Rosanna: I didn't see this yet.
    • Regina: There's also an active diversity group on Telegram but it's been getting quiet recently.
    • Rosanna: Please invite me to the Matrix channel

    • Rob: Perhaps share the staff document via a GitLab ticket and Regina can include her updates there for the Board to review.

  • Rosanna: Kristi and Caroline have been working on getting the gold level CHAOSS badge for GUADEC, which is their highest level of certification.
  • Rosanna: I have finally got in touch with the right people from Canonical to settle the open GUADEC sponsorship fees and advisory board dues.
  • Rosanna: For sponsorship for the upcoming GUADEC, we have been getting less interest from companies. Please check with your contacts if you know any that would be willing to sponsor.
• Review and discuss Flathub memo and decide whether to proceed with the proposed plan
  • Rob: This is from the nonprofit compliance lawyer that Karen Sandler connected us to. We went to her with our plan to set up a Flathub LLC governed by GNOME and KDE. We've been having informal cross-desktop conversations and are looking to formalize a governance structure with sufficient transparency and accountability, while disconnecting the GNOME Foundation from liability and/or implications of tax-exempt status. The proposed structure is an LLC where the GNOME Foundation is the sole partner, making it a 501.c.3, but set up a governing committee with GNOME and KDE to which everything is delegated. As for selling software on Flathub, it isn't part of our tax-exempt purpose, so we would pay tax on it. In the case that selling software brings in a lot of revenue, it could still threaten our tax-exempt status. In that case, we'd sell the LLC to be operated as a for-profit, or incorporate it as a C-corp. It would be beneficial to charge less for FOSS applications than for proprietary applications, and to maintain an educational purpose for Flathub. We have to decide whether to try to construct an argument that selling a small amount of proprietary software is still in line with our tax-exempt purpose.
  • Jeremy: I'm in favour of keeping proprietary software separate, and considering the revenues from it to be outside of our tax-exempt purpose, and therefore taxed.
  • Rob: It's probably not going to be a large amount of money. Keeping it separate means, they cost more, they're not featured on the homepage, etc.
  • Jeremy: I'm not sure about featuring on the homepage. Maybe? There does have to be some way that we don't mix proprietary with FOSS.
  • Rob: Maybe a badge of some sort? ~4 of the top 10 popular apps are currently proprietary ones, so we don't want to hide them too much.
  • Rob: The question for the board, can we go ahead with:
    • incorporating the LLC;
    • instruct Carly to go ahead with drafting the operating agreement and the shared services agreement
  • Philip: Agree with Jeremy that it's not worth the contortions to try and construct a mission argument to sell proprietary software as on-mission - given no huge revenue expected, seems OK to separate and declare for UBIT.
  • Philip: What's the reason that KDE can't be a partner of the LLC?
  • Rob: They're a non-US nonprofit, so that would require a judgement to get them recognized as a US nonprofit. It creates a huge burden of paperwork, and KDE would have to report all their finanicals to the US. KDE have recently closed down their US 501.c.6 subsidiary and don't want to repeat the experience. They trust the GNOME Foundation to do what is set out in a memorandum of understanding, so what's more important in the structure than giving them an ownership stake, is transparency for the community.
  • Rob: We should draft a public synthesis of this discussion after the meeting.
  • Martin: I would like more time to read the document, can we vote later by written motion?
    • We'll vote by written motion.
• Committee minutes
  • No committee minutes received. Please specify the location of these minutes before the next meeting.
  • Rob: I have executive committee minutes but haven't had a chance to attach them yet.
  • Philip: I attached the governance committee minutes just before the meeting.
  • Motion to approve the governance committee minutes of 2023-03-17 and 2023-01-27.
    • No objections.
• Board correspondence
  • The board discussed recent requests sent to the board email address, delegating most of them to the executive committee.

Committee minutes

Governance committee meeting - 2023-03-17

Present: Martin, Philip, Sammy

Minutes:

• Previous board meeting
  • Sammy: The only issue I had was the agenda is only available 2 days beforehand. Some board members don't have access to the calendar.
  • Martín: Now that I'm chair, I'll take over the calendar and documents, but I'm also trying to find a better recurring meeting time.
  • Martín: After Etherpad was taken down, it became difficult to find previous notes. I'd like to talk to all the committees about centralizing their minutes in one place.
  • Philip: If we asked all the committees to keep their minutes in the same hedgedoc, we wouldn't need to ping each committee every meeting to copy their notes into the agenda.
  • Martín: Or even just share the URLs to the committee pads in the board agenda.
  • Martín: For the Faces of GNOME item, we could have a template for requests from outside. We spent a lot of time discussing what we needed to discuss.

  • Philip: Rosanna wrote a blog post a long time ago about how to structure a request to the board, https://blogs.gnome.org/zana/2015/11/21/ways-to-help-the-board-help-you/. Maybe the person who is responsible for gathering the requests for the agenda (chair?) can point the requester to this blog post if the request isn't clear.

  • Martín: Any thoughts about the ED search?
  • Sammy: I think we should have it as a standing agenda item in the board meeting.
• How did the in-person meeting go at FOSDEM?
  • Martín: It went fine. We managed to cover the most important topics, and I think we helped to set clear priorities for the staff.
  • Martín: I wish we could have talked more about our Flathub and local-first initiatives.
  • Martín: It was good to have the quality time.
  • Philip: Do you think the board became more of a team after this experience?
  • Martín: I think it was positive in that direction, but it's hard to say what changed concretely. It's not that we created more working groups, for example. It was easier to uncover topics that we needed to discuss.
  • Sammy: Nothing to mention from me.

Governance committee meeting - 2023-01-27

Present: Martin, Philip, Sammy

Minutes:

• Review minutes of previous board meeting
  • Philip: Where are we planning to find the interim ED from?
  • Martin: Question to pose to the executive committee.
  • Sammy (via chat): I guess that the ED requirement is too strict, it is difficult to get someone with both fund raising and open source experience to be our ED.
  • Philip: We should pick a time for the FOSDEM board meeting, I don't mind getting up early to join virtually.
  • Martin: Will make sure there's infrastructure for this.
  • Sammy: Still looking for spare time to get the information about user groups.
  • Martin: Thib asked for help preparing the next meeting.
  • Philip: It's probably our responsibility as governance committee to make sure it happens.
  • Philip: About the last two topics, I'm not sure if anyone can see the replies we make to the messages generated from board emails. No one has ever replied to one of our replies.
  • Martin: Board mailing list was always assumed to be private.
  • Martin: I'll test whether one of my other email addresses can see replies.