Regular meeting of the GNOME Foundation Board of Directors, 13 January 2021, 16:00 UTC

Attending

Directors:

• KatGerasimova

• AllanDay

• FedericoMenaQuintero

• FelipeBorges

• PhilipChimento

• RobertMcQueen

• ReginaNkemchorAdejo

Non-directors:

• NeilMcGovern

• RosannaYuen

• ShaunMcCance

Regrets

Missing

Consent agenda

• Approve minutes of 16 December

  • https://wiki.gnome.org/FoundationBoardPrivate/Minutes/DraftMinutes

Discussion agenda

• Executive director's report
• Guidelines for technical terminology #177
  • VOTE: the board approves the following statement:
    • "The GNOME Foundation Board of Directors welcomes and supports the adoption of inclusive technical terminology across the GNOME project. Inclusivity and diversity are vital to the continued growth and development of the GNOME project, and are values to which the GNOME Foundation is strongly committed. We look forward to seeing the adoption of standardised inclusive technical terminology across GNOME."
• Create standard board committees #195
• Board-only discussion

Minutes

• Approve minutes of 16 December:

  • https://wiki.gnome.org/FoundationBoardPrivate/Minutes/DraftMinutes

• Executive director's report
  • GTK release - we had a release party online
  • Fundraiser went well
  • Neil and Molly are giving talks at Linux Conf Australia
  • Will have a booth at FOSDEM and other activities are planned
  • Phase 3 of challenge coming up, expect promotion and news
  • Lots of work getting done on sysadmin side - expect outages on the 18th, TBA
• Guidelines for technical terminology #177
  • Draft statement ready - focused around the Gitlab initiative with the aim to roll out as soon as possible
  • Announcement plans - posting the board statement in discourse and spreading the message from there

  • Philip: This statement seems fine to me. I was concerned about making the statement part of the GitLab initiative. This will attract trolls, and I wouldn't want the trolls to overrun any discussion on the GitLab issues.

  • Felipe: Is there a place where Board statements should be published?
  • Allan: Not as such.
  • Felipe: Should it be published on Discourse?
  • Allan: I don't think it needs to be published anywhere besides the meeting minutes.
  • Federico: GNOME devel docs is a good place for this sort of thing to live, it would probably get lost on the wiki
  • VOTE: the board approves the following statement:
    • "The GNOME Foundation Board of Directors welcomes and supports the adoption of inclusive technical terminology across the GNOME project. Inclusivity and diversity are vital to the continued growth and development of the GNOME project, and are values to which the GNOME Foundation is strongly committed. We look forward to seeing the adoption of standardised inclusive technical terminology across GNOME."
    • Vote: unanimous +1
• Create standard board committees #195
  • Allan: Presents slides about the role of the board in governance of the Foundation.
    • Governance is not management.
    • Fiduciary responsibility
    • Directors need to understand their responsibility with regards to governance
    • Common mistakes to avoid, what kind of processes to put in place to avoid them
    • Which skills do we want all board members to have? Some board members to bring to the group? How do we ensure that we have the expertise that we want?
    • Our current committees (like Travel Committee) are not board committees in the traditional sense because they do not carry out board responsibilities and are not made up primarily of board members but rather have specific tasks and are made up from the GNOME community
    • Board committees are ones like Executive Committee, Governance Committee, Compensation Committee (which we formed in the last couple of years as we were expecting it to be a legal requirement)
    • We started having meetings between ED and board President a few years ago, and these meetings have evolved into something that is like an Executive Committee. We should formalise this.
    • Governance Committee would have a supervisory role towards the board itself, ensuring that the board is working well, following it's own obligations.
    • Finance Committee is normally chaired by the treasurer and the committee would provide regular financial reports.
    • Each committee should have 3-4 members, who are generally directors (main exception is Finance Committee which would have the treasurer and possibly staff)
    • Rob: we could reduce the board meetings by having regular committee meetings to focus on each of those areas.
    • Philip: It sounds plausible to me that this might help increase director engagement.
    • Federico: Would it always be the same active people on the committees?
      • Rob: Agreed, the board is currently too small, and that is a problem if the same people are doing all the same things. That would be something for the governance committee to look at: do we have the right number of directors? As well as, is the governance serving the GNOME Project?
      • Rob: the board should have an assertive role which takes the Foundation to places which fit with our mission and justifies what we do
      • Felipe: It could make sense having a board liaison in each committee, like we have now for release-team, engagement-team, etc...
  • Kat: It would make sense to ensure that every board member is on at least one committee. We should also make sure that any one board member is not on all the committees, to avoid burnout. Some committee memberships could be assigned to certain board roles.
    • Allan: There is an advantage to some people having more presence. Generally you would expect the chair to be on the governance committee.
  • Federico: These committees normally occur in organisations with larger boards, did John Lass make any recommendations around the board size, board membership, elections? Do we have a capacity to accommodate all these roles?
    • Allan: I did mention the idea of non-member directors last meeting. John was surprised to find that we don't have that already, it's unusual not to allow it in the bylaws. It would be a good way to address skill gaps.
    • Rob: John mentioned a credit union where they had similar bylaws to ours, where you had to have been a member of the credit union for X years in order to stand for the board. That would exclude people with experience outside the organization who wanted to contribute their experience to help.
    • Shaun: the committees are very standard compared to my prior experiences with 501(c)3. I've served on two other boards where they had these committees, but they did require membership. The difference was that you could just join, whereas membership in the GNOME Foundation is earned.
    • Rob: Our membership committee looks at GNOME Project participation when deciding whether someone can become a member so our candidates are already vetted. If the Foundation intends to do a larger scope of things, could the membership committee extend membership to people who contributed to the Foundation but not the Project?
    • Allan: These are all questions that the governance committee could discuss.
    • Allan: How should we set up these processes if we do decide to have them moving forward? Quarterly meetings that consist mainly of committee reports? Just set up the committees and find out what works?
      • Kat: This is relatively new to us, so that makes sense.
      • Rob: Maybe we don't need all of our current committees to be committees, as in board authority is not needed for their activities.
      • Kat: Historically the board voted people on to committees and gave them the authority to spend money.
      • Rob: Neil now has the authority to spend money and can do that on the recommendation of a team. On the other hand maybe we shouldn't change everything at once.
      • Allan: next step i\s to draft a charter for what roles these committees could have and who would sit on them. Board members should think about which of the committees they would like to join before next month.
      • Allan: if you are involved in an initiative which is currently managed by the board, is there a more natural home for them?
      • If we need to change the bylaws, we would need to propose the changes for a vote at an AGM.
        • Federico: if we look at this route, we should have a list of proposed board candidates and what expertise they will bring to the board to demonstrate why the change would be beneficial to the Foundation.
        • Allan: This ties in to meeting frequency. If you want to bring in a non-member expert on the board, then quarterly meetings will make less of a time commitment for them.
• Board-only discussion