Foundation Board Minutes for Wednesday, August 21st, 13:00 UTC

Attending

Agenda

Approve minutes of 5 August and 12 August
Review conflict of interest policy updates
Renew committee memberships
Approve Neil's trip to OpenSUSE.Asia, GNOME.Asia and LAS
Review and approve new code of conduct

Minutes

Approve minutes of 5 August and 12 August
- Deferred until next meeting, due to time constraints.
Review conflict of interest policy updates
- Neil: Everyone has sent in the conflict of interest form. Over the last year there were no decisions which involved a conflict of interest. We are required to review the policy annually. The system has worked well from my point of view. Do any board members think differently?
- No one has any comments or objections.
Renew committee memberships
- We need to renew the current committee memberships and formally remove the sponsorship committee. See the GitLab issue: https://gitlab.gnome.org/Teams/Board/issues/115
- We also need to assign committee liaisons: https://gitlab.gnome.org/Teams/Board/issues/111
- The slate of committee memberships is as follows:
- Code of conduct committee:
  - Federico Mena Quintero (liaison)
  - Felipe Borges
  - Rosanna Yuen
  - Christel Dahlskjaer
- Membership and elections committee:
  - Tristan van Berkom (liaison)
  - Tobias Mueller
  - Andrea Veri (chair)
  - Pascal Terjan
  - Kunal Jain
- Travel committee:
  - Adelia Rahim
  - David King
  - Germán Poo-Caamaño
  - Guillaume Gomez
  - Meg Ford
  - Philip Chimento (liaison)
  - Rosanna Yuen (ex officio)
  - Umang Jain
- Engagement committee:
  - Nuritzi Sanchez
  - Sriram Ramkrishna
  - Neil McGovern (ex officio)
  - Kristi Progri (ex officio)
  - Rosanna Yuen
  - Caroline Henriksen
  - Britt Yazel (liaison)
- VOTE: Thank the members of the sponsorship committee and formally remove it.
  - +1 unanimous
- Allan: Do we want to remove the engagement committee as well? Is it still active and required?
  - Nuritzi: The engagement committee was set up originally to provide expenditure authority for the engagement team. We now have a dedicated staff member for program coordination (Kristi) who could potentially take responsibility for this for the Foundation.
  - Neil: Staff should have time to do this, if required.
  - Allan: Has the engagement committee received many requests this year?
    - Nuritzi: Mainly for marketing expenditures, but the committee is helping to set marketing outreach and strategy.
  - Tristan: Is there any risk of keeping the committee for another year?
    - No.
  - There isn't a consensus for removing the engagement committee, it needs more discussion.
- There is one new member to appoint to the Engagement Committee.
- VOTE: Appoint Caroline Henriksen to the Engagement Committee.
  - Britt abstains due to a conflict of interest.
  - +1 Nem. con.
- There are committee members in the above slate who haven't been active recently. We decide to poll them individually to see if they intend to become more active before reappointing them.
- Marcin Kolny has resigned from the membership and elections committee, and Carlos is passing on the liaison responsibility to Tristan.
- VOTE: Thank Marcin Kolny and Carlos Soriano for their service on the membership and elections committee, and otherwise re-confirm and appoint the committee memberships as set out above, with the exception of inactive members to be confirmed later if appropriate.
  - +1 unanimous
- ACTION: Allan - Update the wiki with the changes to the committees, add the compensation committee to the public list, and remove references to the sponsorship committee.
Approve Neil's trip to OpenSUSE.Asia, GNOME.Asia and LAS
- VOTE: Approve Neil's trip to OpenSUSE Asia, GNOME.Asia, and LAS
  - +1 unanimous

[ Carlos leaves. ]

Review and approve new code of conduct
- Federico: I hope everyone has had a chance to review the draft. We contracted Sage Sharp of OtterTech Consultancy to consolidate the existing documents and fix them up, and provide the training for the responders. We are asking for the board to approve the code of conduct for use throughout GNOME.
- Federico walks us through the draft.
- Nuritzi: There are some things that relate to in-person interactions, but this applies to online spaces within GNOME. Does this also supersede the events code of conduct? If so, we should make sure that everything that we want to move over from the old events code of conduct.
  - Federico: The idea is to adopt it as the online code of conduct, and later discuss if the events code of conduct should be merged in.
- Nuritzi: I think that it would be good to have examples of inappropriate online behaviour, as some of the examples relate to in-person interactions.
- Nuritzi: Are we open to feedback on the code of conduct for what kind of situations are covered?
  - Federico: We solicited feedback on foundation-list previously, and incorporated as much as possible of it. Covering 100% of situations exhaustively isn't a goal, since code of conduct reports are on a case-by-case basis and the committee needs the latitude to do what is fair in each case.
  - Rob: By contracting with OtterTech we've also received expert advice.
- Nuritzi: Recently there have been some instances where people have felt harrassed due to having used proprietary software. Should we add examples of that?
  - Some discussion about whether this falls under "covering 100% of situations exhaustively", or whether it is relevant because it has happened recently.
  - We decide to ask Sage if there is suitable language for this situation that should be included.
- Kat: Slightly related, it has become the case in some parts of GNOME that it's required to use nonfree software in order to contribute.
  - This is concerning and must be avoided, but it's not within the scope of the code of conduct, except in cases where people feel harrassed in which case it's similar to the opposite situation discussed above.
- Allan indicates that he is not comfortable voting today, and needs more time to study the draft.
  - Rob: We should not vote on this unless the entire board is confident.
  - We decide to defer it to the next meeting.
- Federico: The code of conduct specifies that if there are not enough committee members to vote on a report due to a conflict of interest or other reason, one or more trusted advisors are to be brought in. How do we appoint these people?
  - We propose appointing them by role: ED, president of the board, vice president, and so on.

Actions

Allan: Update the wiki with the changes to the committees, add the compensation committee to the public list, and remove references to the sponsorship committee: https://gitlab.gnome.org/Teams/Board/issues/118