Regular meeting of the GNOME Foundation Board of Directors, 9 June 2021, 15:00 UTC
Attending
Directors:
Non-directors:
Missing
Consent Agenda
- Approve minutes of 12 May
- The board acknowledges receipt of:
- Executive Committee minutes, dated 14 May, 24 May, 1 June, 8 June [1]
- Finance Committee minutes, dated 20 May 2021 [2]
- Governance Committee minutes, dated 19 May 2021, 7 June [3]
- Announcements:
- The 2021 board elections will conclude on 24 June
- Next meeting will be 14 July 2021 at 15:00 UTC.
- Directors please check the 2021 board transition plan.
Discussion Agenda
- Executive Director's report
- Fundraising and programme development
- Board governance - report from the governance committee
- Research results
- Planned bylaw change
- Self-assessment results
- Next steps
- Review outstanding initiatives
- Guidelines for technical terminology #177
- Board-only discussion
Minutes
- Consent agenda:
- Minutes of 12th May approved
- Receipt of Executive Committee, Finance Committee and Governance Committee minutes acknowledged
- Announcements acknowledged
- Approved as a block
- Executive Director's report
- FOSS North (workshops, presentations)
GNOME LatAm
- LAS
- Staff ramping up for GUADEC
- Advisory board meeting Tuesday before GUADEC (Tuesday, 20th July)
- Issues with GNOME Maps; hi-def satellite images are expensive and we rely on sponsorship in kind to provide those. Otherwise it would cost USD 72k/year (with 60% discount!). Currently we've had to disable these and are working on a way to get them back in future.
The board would like to thank MapBox for their ongoing sponsorship and support with working through options here.
- Neil shared plans for staff reduction and discussed with the board.
- Fundraising and programme development
- Rob: Staff changes are to reduce our run rate so that we have a longer period of time before the reserve policy requires us to make changes. Buys time to investigate the different programmatic/thematic areas we've identified as promising - education, privacy, access/affordability.
- The ask to the board is whether members have any connections that could be called in to develop ideas (privacy, coding education, ...) I am following up on a few of my own connections.
- Allan: Curious to know what other board members think of this role? Do you think you could report back in July with two or three of these conversations?
- Kat: I can do that but I don't have experience with doing it'll be at the level that we're talking about here.
- Allan: Same. I support this, but am uncomfortable doing it personally. I'll try though!
- Philip: It's a chicken-and-egg problem. we need to attract well-connected people who can network at this level to be interested in GNOME, but we need to be more ambitious to do that.
- Rob: It doesn't have to be pitching GNOME at a high-level meeting - can be informal conversations or suggestions.
- Federico: There's a lot of discourse about a multiplatform GUI toolkit. Could we offer GTK as a competitor in this space and say that we need funding to make it happen?
- Neil: I'm not sure why people would give GNOME money for that. If there was a particular feature they wanted, they'd hire a GNOME-adjacent consulting company. What we can do is provide a neutral-ish place for people to run things. Another of our advantages is running programs that benefit disadvantaged groups. (e.g. not "let's rewrite libhandy into libadwaita") I'm skeptical of crowdfunding features.
- Philip: Igalia's open prioritization platform
- Allan: Is there a director here who could take this forward in terms of coordinating who's looking at which areas?
- Felipe: Yes, I will.
- Board governance - report from the governance committee
- Presentation from Philip on what the committee has done.
Reviewed form 990, materials on BoardSource
- Working on recommendations to the board; in consideration:
- Bylaw change to allow non-member directors (potentially requiring nominations, term limits, limit on numbers of non-members)
- Skill profile for the board as a whole
- Ongoing policy/process to seek nominees and cultivate candidates to balance the necessary skills
Training for directors, potentially via BoardSource
- Helpful to start talking about these changes / initiatives far in advance of the next elections
- Can we pro-actively set out an agenda in the next AGM?
- Allan presents the slides
- We scored overall lower than the average of other boards which is perhaps not surprising considering where we are and our experience. Something to keep in mind.
- The comparison against the average has been quite useful, didn't anticipate that.
- The really low scores are from things that we're just not doing, e.g. informing our recruitment from data.
- Relatively high score on meetings. One area for improvement: Engaging with specific directors and addressing potentially negative dynamics within the meetings
- Relatively high score on mission and vision, but low score on tracking our progress which we already knew we needed to work on.
Felipe: I've done the certificate from BoardSource, and one thing the report doesn't represent is the stage in board development that we're at. The low scores may sound a bit frightening, but fit in the stage that we are in.
- Kat: We have a long way to go, which is mostly a byproduct of how the board has been run in the past. It's only in the past few years we've started to look at these things.
- Philip: Only after being on the board for a while have I realized exactly how much we don't know. I think the low scores do represent things that we need to work on.
- Rob: The narrative of doing better at the things that we are actively working on makes sense. I didn't expect amazing scores.
- Allan: The average number of voting members on a board is 16. There are a lot of activities referenced here and it's debatable whether it's realistic for 7 people.
- Kat: We need to have more candidates that we can choose from before we increase the board size. If seats are not contested then that's not a good way to run the board.
- Presentation from Philip on what the committee has done.
- Board-only discussion
Reports
[1] GNOME Foundation Executive Committee minutes, 14 May 2021, 24 May 2021, 1 June 2021
14 May 2021
Present: Rob, Neil, Allan
Feedback from previous board meeting:
- Positive feedback regarding the content and form of the finance report
- Requested regular fundraising updates
Discussed operational implications of the Foundation strategy shift:
- Steps needed around communicating foundation activities
- Discussed what the Foundation need to do to equip itself for the strategy shift - training, staffing
- Potential planning exercises we can do to map roles and activities
24 May 2021
Present: Rob, Neil, Allan
Operational update from Neil:
- LAS happened; focus is now switching to GUADEC
- US covid loan has been forgiven, so can come off the books - about $22k.
- Finance committee has met since our last call. Is creating a report for donors about our programmes and impact.
Other business:
- Discussed fundraising options for Flathub
- Discussed potential candidates for the upcoming board election
1 June 2021
Present: Rob, Neil, Allan.
Discussed upcoming board election and board development. Rob to draft blog post, Allan to pursue election guidance through the Governance Committee.
8 June 2021
Present: Rob, Neil, Allan
Operational planning with regards to fundraising and financial plans. More details to be provided as part of the 9 June board meeting.
[2] GNOME Foundation Finance Committee minutes, 20 May 2021
Present: Neil McGovern, Rob McQueen, Shaun McCance, Rosanna Yuen
- Feedback from finance-oriented board meeting:
- Board needs financial report with more time before meeting
- Need more activity on fundraising, our runway is decreasing
- What is the baseline expenditure that we always do? (GUADEC, travel, etc)
- Figure out what we have beyond the baseline and how to spread it out.
- ie what period of time do we want to give ourselves for the remaining reserves, to implement programs and secure funding
- Reporting to Dalio Philanthropies
- Neil to support Rosanna with narrative around strategy change and UX studies
- Include existing narrative from Melissa around coding challenge outcomes
- Some discussion around preparing reporting/narrative for AGM
- Rosanna preparing 990 submissions for the accountant, ctte to review soon
- Some Handshake coin to work out how to sell
[3] GNOME Foundation Governance Committee minutes
19 May 2021
Present: Kat Gerasimova, Philip Chimento, Neil McGovern, Allan Day
Regrets: Felipe Borges
Minutes:
- Assessed previous board meeting. Discussion about how to encourage directors to air uncertainty and ensure a high degree of individual confidence/responsibility for votes. Possibilies here:
- Be welcoming to questions
- Express votes as a personal endorsement with qualifying conditions attached
- Quiz directors on their reasoning for taking a position on a vote
- Organise calls with new directors after each meeting, to talk it through, see if there are any areas of uncertainty
- Keep up the practice of the chair asking for the opinions of those who haven't spoken in a meeting
- Discussed how to ensure that directors have reviewed the minutes before signing them off. Will track this in a ticket in future.
- Reviewed ongoing tasks [1]
Allan has updated https://wiki.gnome.org/Governance
- New tickets:
- Review the content on the foundation website - assigned to Allan
- Review transition plan for 2021-22 board - assigned to Kat (to be discussed at next regular committee meeting)
- Committee mandate with respect to things like self-assessment
- It would have been good to have communicated more with directors about what was coming with the self-assessment
- ACTION: governance committee chair to post summaries of our activities on the board Discourse category
- Self-assessment progress
- We've had responses from all directors, after some chasing from Kat
We should get a report back from BoardSource in the next couple of days, which Kat will share
- ACTION: governance committee to meet to discuss the report, in advance of next board meeting
- Recruitment plan for 2021 elections
- Goal is to identify candidates who match our as yet non-existent skill profile
- Federico and Allan not planning on running. Philip maybe planning on running again.
- Discussed potential candidates to encourage to run
[1] https://gitlab.gnome.org/Teams/Board/-/boards??utf8=%E2%9C%93&label_name[]=Governance%20Committee
7 June 2021
Present: Philip Chimento, Neil McGovern, Allan Day
Regrets: Felipe Borges, Kat Gerasimova.
- We've received the board self-assessment report. General opinions are that we score lower on all areas than non-profit boards in general.
- Some bits of the detail show progress and a less pessimistic view than the scores would indicate.
- Preparation for 9 June board:
- The report can be presented, and discussed at the meeting
- As this will be the last meeting of the current board, it would be good to do a retrospective and have suggestions for the incoming board on areas to improve
- Ideally, we should digest the report and come up with suggestions, but we can't do this before the meeting
- Will also discuss potential bylaw changes