Regular meeting of the GNOME Foundation Board of Directors, 14 July 2021, 16:00 UTC

Attending

Directors:

Non-directors:

Regrets

Missing

  • The board acknowledges receipt of:
    • Executive Committee minutes, dated 7 July 2021 [1]
    • Finance Committee minutes, dated 17 June 2021 [2]
    • Governance Committee minutes, dated 16 June 2021 [3]
  • The 2021 board elections have concluded. Statement by the board:
    • The board welcomes Alberto Ruiz and Thibault Martin to the board. It also congratulates Philip Chimento on his re-election. It thanks Allan Day and Federico Mena Quintero, whose directorships have ended.

Discussion Agenda

  • Approve minutes of 9 and 14 June 2021
  • Welcome to new and returning directors
  • Executive Director's report
  • Select board officers for 2021-22
  • Appoint committee members
  • Meeting schedule for 2021-22
  • 2021 Conflict of Interest policy review
  • Board meeting attendance policy
  • Board-only discussion
  • Next meeting will be held on August 11 at 1600 UTC, and will include the Q3 (April-June) finance report

Minutes

  • Consent agenda:
    • Receipt of Executive Committee, Finance Committee and Governance Committee minutes acknowledged
    • 2021 elections board statement approved
    • Approved as a block
  • Approve minutes of 9 and 14 June 2021
    • [Discussion about amending the phrasing of some items.]
    • Amended minutes approved.
  • Welcome to new and returning directors
    • Directors starting their second year: Rob, Regina, Felipe, Kat
    • Directors starting the first year of a new term: Alberto, Thibault, Philip
  • Executive Director's report
  • How can the backup positions be more ready to step in when needed?
    • We should look at this from a board development point of view
  • Select board officers for 2021-22
    • VOTE: the board appoints the following officer positions:
      • President: Rob
      • Vice-president(s): Alberto, Regina
      • Chair: Thibault
      • Treasurer: Shaun
      • Assistant Treasurer: Rosanna
      • Secretary: Kat
      • Assistant Secretary: Philip
  • Appoint committee members
    • VOTE: the board appoints the following committee members:
      • Executive committee: executive director, president, Alberto (VP)
      • Finance committee: treasurer, assistant treasurer, executive director, Rob
      • Governance committee: Felipe, Kat, Thib (Chair), Philip, Regina
      • Compensation committee: treasurer, president, Alberto (VP)

      • Membership & elections committee: Andrea Veri (chair), Tobias Mueller, Pascal Terjan, Jonathan Blandford

      • Travel committee: David King, German Póo Caamaño, Guillaume Gomez, Meg Ford, Philip Chimento (liaison), Rosanna Yuen, Umang Jain

      • Circle committee: Allan Day (liaison), J Arun Mani, Martín Abente Lahaye, Jordan Petridis, ThibaultMartin

      • Code of Conduct committee: Federico Mena Quintero, Rosanna Yuen, Molly de Blanc, Kat Gerasimova (liaison)
      • Release team: Abderrahim, Andre Klapper, Javier Jardon, Matthias Clasen, Michael Catanzaro, Emmanuele Bassi, Tristan Van Berkom, Jordan Petridis, Felipe (liaison)

      • Membership & election committee is looking for a new member

      • Philip will check with the travel committee that all members would like to remain on the committee
      • VOTE: approve all the officer and committee positions listed above
        • +1 unanimous
  • Meeting schedule for 2021-22
    • Finance report and annual budget are fixed because of the financial year, all other items are flexible
    • During training ~2 years ago, it was recommended that we rotate through policy/strategy/finance. We don't have a lot of policy items normally so proposed schedule reflects adjustments.
    • All board members can make the current meeting slot (2nd Wednesday of each month at 16:00 UTC)
  • 2021 Conflict of Interest policy review
    • Review has taken place
    • One potential conflict of interest raised by a member of the foundation. Potential conflict reviewed and decided it was not a conflict. Note: the potential conflict was declared on returned forms.
    • All forms have been returned by the required individuals.
  • Board meeting attendance policy
    • We used to have a policy previously with consequences for missing three meetings in a row. [Allan summarises proposed policy.]
    • Committees have their own informal policies, this policy is for the board meetings only.

    • VOTE: The board approves the attendance policy: https://wiki.gnome.org/FoundationBoard/AttendancePolicy

    • Passed unanimously
  • Next meeting will be held on August 11 at 1600 UTC, and will include the Q3 (April-June) finance report
  • Board-only discussion

Reports

[1] GNOME Foundation Executive Committee minutes, 7 July 2021

Attendees: Rob McQueen, Neil McGovern, Allan Day

  • Reviewed agenda for next board meeting
  • Update from Neil:
    • Two staff members have been let go since last meeting
    • GUADEC happening soon
    • Finances being worked on to accompany Form 990

  • Strategy & fundraising

    • We're not moving quickly enough to implement the strategy
    • Actions identified:
      • Reach out to contacts on commercial technology side to investigate funding possibilities
      • Work through non-profit contacts, particularly in the privacy space
      • Go back to non-profit advisors to get contacts and mentoring

[2] GNOME Foundation Finance Committee minutes, 17 June 2021

Attendees: Shaun McCance, Rosanna Yuen, Neil McGovern, Rob McQueen

  • Shaun asked where employee costs for grant come from, Rosanna computes them
  • Do we need another finance meeting before Aug board meeting?
  • Would like to present three-quarter finances at Aug board meeting and discuss budget
  • Proposal to move finance-focused board meeting to Sep
  • Let's try to have a budget proposal before Oct
  • Est variance changes for employment changes: ~ -50k for remainder of FY
  • Est reserve change: ~ -200k

[3] GNOME Foundation Governance Committee minutes, 16 June 2021

  • Director attendance - #216
    • Board members are expected to attend meetings or notify their absence to the meeting's chair. We need to establish a policy for attendance and consequences for excessive absences.
    • ACTION: Allan to draft the policy.
  • Board transition #210

    • We should require new board members to take the Certificate of Non-Profit Board from BoardSource.org

    • Governance committee to take over the onboarding from Neil and onboard new members.
    • Allan to continue serving as chair until new office positions are assigned to the new members.

    • Philip to review the roles and responsibilities of the current office positions https://wiki.gnome.org/FoundationBoard#Roles_and_Responsibilities

FoundationBoard/Minutes/20210714 (last edited 2021-11-23 01:34:55 by PhilipChimento)