Regular Meeting of the GNOME Foundation Board of Directors, 14 September 2023, 17:00 UTC

Attending

Regrets

SammyFung

Missing

None

Consent Agenda

Acknowledge receipt of:
- Executive Committee Minutes
- Finance Committee Minutes
- Governance Committee Minutes
Approve the minutes of the August meeting

Reporting

Foundation update from staff work
Status of action items (see section below)

Discussion agenda

(40m) Status of recruiting new executive director; expected roles of ED and board
(5m) New board members: Reimbursement policies @dreirik
(5m) Re-evaluating board priorities, see #309 @dreirik
(Time TBD) Membership Committee #300 (comment 1825454) @sonny
(10m) Can we meet more often? @sonny
(Time TBD) Matrix / IRC broken statement #318 @sonny
(Time TBD) Create a committee for our internship programs #239 Staff roles and responsibilities #306 @sonny
(Time TBD) Advisory board participation pre GUADEC was low. Some advisories positions are not clear e.g. Google and Canonical and others. @sonny
(Time TBD) Institute the "Shorts Award" #231 @sonny

Minutes

The meeting was called to order at 17:04.
Discussion of meeting minutes and workflow.
- We may need to create a project-level wiki on GitLab.
- ACTION: Michael & Erik to meet this month to review process and improve documentation.
Consent Agenda
- There are no governance committee minutes for this period.
- The executive committee minutes for this period are withdrawn from the Consent Agenda.
- There are no finance committee minutes for this period.
- VOTE: Consent Agenda PASSED with unanimous approval.
Reporting Items
- Foundation staff updates were provided by Rosanna:
  - New fiscal year is upcoming, and the Board needs to work on programming priorities. New ED hire will be critical in the coming months' activities, especially in budget preparation.
  - Board members are asked to provide Rosanna with any anticipated expenses including planned travel for the coming fiscal year (e.g. in-person at FOSDEM 2024 or similar events). Fiscal year starts 1-October. Anticipating two days before FOSDEM for Board & Advisory Board meetings.
  - The Foundation's annual report is now published online.
  - Release video is under development and on schedule.
  - Events: OSCAL Albania conference sponsorship approved and there may be a GNOME Week. This group will be valuable in creating new opportunities. Discussions underway regarding several smaller events.
  - Kristi presenting GNOME at Debconf in India this week.
  - Discussing potential opportunities to explore GUADEC and other GNOME conference hosts.
  - GNOME.Asia sponsorship more challenging than previously, if anyone has any suggestions/contacts - let the team know!
  - GUADEC 2024: Booking venue is in process, and survey has been sent out regarding scheduling & attendance for talks vs. BOFs.
  - Infrastructure team has been addressing recent outages and looking into root causes. Often recent outages/problems have been related to automatic updates introducing broken dependencies.
  - The Foundation Board website has been updated with new Board members and staff information.
- Action item review
  - ACTION: Members with open issues listed below are asked to update them promptly with current status and close if resolved.
Discussion Agenda
- Status of recruiting new executive director; expected roles of ED and board
  - A meet was conducted between the prevailing candidate and most Board members on 2023-09-12.
  - A privately-minuted discussion and vote on this topic was conducted.
  - VOTE: The board approved the President and ED hiring committee to make an offer, with 6 yes votes, 0 no votes, 0 abstentions, and 1 not present. The board extends its thanks to the ED hiring committee for their work.
- Board member reimbursement policies
  - The process and available documentation were reviewed.
  - ACTION: Any Board members with outstanding reimbursements should get them to Rosanna as soon as possible.
- Re-evaluating board priorities (see issue #309)
  - Some of the priorities will soon be resolved or are underway. Should we review them during FOSDEM and adjust as necessary? If so, we should not easily change them or add different ones since we have publicly committed them to the community, notwithstanding any new opportunities.
  - The ED should also review the priorities promptly upon starting, and provide feedback on how they align with the Foundation staff's resources and activities.
  - Can review any amendments/proposals from the ED at FOSDEM, with appropriate community communications and consultation.
- A privately-minuted topic was discussed.
- Membership Committee membership
  - Currently there is only one person on the committee, and accordingly a concern that this is a risk. In addition to approving Foundation members, this committee is also in charge of Board elections, so it has another important role and the tools (software & process) used should be understood by more than one person.
  - Past onboarding has been significant investment of time and energy, so someone who would stick around a long time is desired, and candidates should be referred. A list of onboarding topics may be helpful for potential candidates to understand what's needed & required.
  - Aside from membership, we also need to consider elections. (The system could benefit from refreshing/updating.)
  - ACTION: Sonny to discuss with Andrea to review needs and to make a public announcement to "recruit" one or more new members.
- Board meeting frequency
  - Lots of things happening currently to keep track of, and we have been having more topics than time to discuss.
  - Suggestion to "permanently" extend length of meeting (90m) with the previously-mentioned board-only split, but retain the monthly cadence.
  - Some of the stress felt may be related to the absence of the ED, so we may perceive the workload differently once they have started.
  - Working groups and/or committee meetings may also be able to accommodate some of the need to do real-time collaboration.
  - ACTION: All Board members should be sure to check regularly for need to collaborate or work on issues via GitLab issues, Matrix discussions, etc., between meetings.
  - Agreed that we will extend meeting length to 90m and watch for need to adjust cadence in future months.
  - Exec committee meets weekly with ED so provides opportunity for issues to be raised via President/Secretary.
- Matrix-IRC broken statement
  - ACTION: All Board members should review the issue #318 and add any thoughts or opinions about the potential statement.
  - Board would pass the draft statement to Foundation staff for publication.
  - Majority of GNOME chat has moved to Matrix with IRC bridge to Libera.Chat. The cake is a lie: the bridge has been broken for months, pending changes in funding/administration between Element and Matrix Foundation. The IRC rooms are no longer interconnected; we have no immediate way to fix it.
  - Further discussion should happen in the GitLab issue for now.
- Staff roles and responsibilities #306 @sonny
  - Suggestion to deal with in Executive Committee via liasion discussions with ED once they are on board. It can be a priority assessment.
- Advisory board participation pre-GUADEC was low. Some advisories positions are not clear e.g. Google and Canonical and others. @sonny
  - ACTION: Exec Committee to reach out to absent/low-engagement Advisory Board members for check-in and further dialogue.
- Institute the "Shorts Award"
  - Deferred to a future meeting, and discussion will continue in GitLab issue #231.
The meeting adjourned at 18:32.

Action Items

Completed Actions

New Actions

ACTION: Michael & Erik to meet this month to review process and improve documentation of meeting workflow.
ACTION: Members with open issues listed below are asked to update them promptly with current status and close if resolved.
ACTION: Any Board members with outstanding reimbursements should get them to Rosanna as soon as possible.
ACTION: Sonny to discuss with Andrea to review needs of membership committee and to make a public announcement to "recruit" one or more new members.
ACTION: All Board members should be sure to check regularly for need to collaborate or work on issues via GitLab issues, Matrix discussions, etc., between meetings.
ACTION: Exec Committee to reach out to absent/low-engagement Advisory Board members for check-in and further dialogue.

Standing Actions (To Review)

ACTION: Sonny will contact the EC to start logistics discussions for the STF grant. (#305)
ACTION: There seems to be a disconnect between number of available Outreachy projects and the actual number of accepted participants. Sonny will investigate any possible issues. (#306)
ACTION: Sammy to expand proposal detail for an upcoming vote on approval of resources. (#289)
ACTION: Regina to open a GitLab issue for the board to review past discussions on priorities with respect to this initiative. (#309)
ACTION: Rob to work with EC to discuss and document staff priorities vis-a-vis any new suggestions from board. (#307)
ACTION: Sonny will follow up with Rob regarding the specific open question discussed in the issue tracker #269. (#308)
ACTION: Sonny to ask Rob for details on Circle inclusion policy authority. (#310)