Regular Meeting of the GNOME Foundation Board of Directors, 9 November 2023, 17:00 UTC
Attending
ErikAlbers (Chair)
Regrets
- None
Missing
- None
Consent Agenda
- Acknowledge receipt of:
- Executive Committee Minutes
- Finance Committee Minutes
- Approve the minutes of the previous month's meeting
- Approve signing of open letter "The universal right to install any software on any device"
- Approve signing of open letter "Last Chance to fix eIDAS"
- Add Pedro Sader Azevedo (former intern) to Internship Committee
- FYI: Igalia contract to deliver accessibility work for STF (related to approved resolution in last meeting)
Minutes
The meeting was called to order at 17:05 UTC.
- Request for removal to discussion of any consent agenda items
- The Secretary requests removal of receipt of Governance Committee minutes, as there was no meeting during the previous period, and accordingly there were no minutes submitted.
- Receipt of Governance Committee minutes was removed from the Consent Agenda.
Rob McQueen joined the meeting.
VOTE: The consent agenda was approved by unanimous agreement.
- Sonny provided an update on the STF grant.
- He will be providing a full written report to share with the board.
- So far, things are going well after a challenging start getting the fiscal sponsorship tasks accomplished.
- All parties but two (2) have signed contracts for development work. Approximately 2/3 of the project is underway already.
- At the end of this month, 1/3 of the project funds will be allocated to the contracts for that 2/3 work of the plan, but the project is still tracking the documented budget.
- Regular blog posts will be made documenting the work underway throughout the project.
- Holly Million joined the meeting.
- Holly provided the Foundation staff update:
- Very glad to be here - getting clarity on goals, enjoying working with staff, defining roles, evaluating structures and solving problems.
- Rosanna has stepped back from board-level meetings to improve Staff/Board roles and clarity.
- Achieved some major milestones:
- $500k grant proposal to Dalio Philanthropies for 2-year support - each year has $100k for GNOME development, $100k for Flathub and $50k for general support.
- Report to Dalio Philanthropies for last year's $250k grant, and approval to carry forward $150k towards ED salary which was not spent last year.
- Starting work on a fundraising plan; currently in review within Executive Committee:
- High priorities to individual donors. Lots of potential, crowdfunding, major donors.
- Opportunity to raise our sponsorship levels for events. Looking for leads on sponsors, funders or others.
- Considering government level grants, private foundations, etc.
- Integrate strategic objectives: what do we want to do as an organisation?
- Operations: program coordination, financial operations, administration, events
- Program priorities: Diversity, accessibility, security
- Happy with achievements over one month, thanks to board for support and will be reaching out to connect with remaining board members.
- Board members who become aware of funding opportunities should raise them to Holly's attention as they come up. A note in the Matrix room for the Board is sufficient.
- Erik has worked in the area of funding localisation/internationalisation work through international development funds, and will share his ideas/thoughts with Holly.
- Regina can share her previous work and updates on diversity, speaking, research on and feedback from potential funders. Lack of external awareness/perception of GNOME's existing work on diversity.
- Sonny notes a high level of activity/discussion within European Commission regarding funding open source, although with political requirements around funding EU organisations.
- NLnet receives a large amount of European Union funding around OSS and subdivides into smaller grants, but there may be prospects to work at a higher scale directly with European Commission.
- Holly is networking with leaders of other nonprofits in the OSS ecosystem, so there may be prospects to partner and make joint applications together with EU-based organisations.
- Sloan Foundation is active in the space funding OSS. Holly has worked with them in her previous role but doesn't have current contacts. Will try to reconnect.
- Referred from Finance Committee: Review and discuss 2023/2024 budget
- The draft budget shows comparison to actual expenses from past two years, the budget for the upcoming fiscal year, a projected fundraising goal for the coming year, and notes for each line item.
- Individual line items broken out include a new separate line item for STF grant, individual conferences, donation types.
The Board was in recess for 5 minutes to switch BBB chat rooms due to a technical limitation.
- Rob explained the US legal requirements for individual donation requirements (the IRS public support test).
- The FY23-24 budget is moving to a net-zero budget compared to defecits from the past two years. A defecit budget is not an option for the forthcoming year.
- Revenue
- Holly will quickly be shifting to spending the majority of her time on fundraising.
- Rob reviewed the Foundation's policy on reserve funding (cash in-hand) in order to ensure staff have funding for one year.
- Individual donations are down not only for GNOME Foundation, but across the charitable sector. It will be a critical task to rebuild and strengthen relationships, more communication, more appeals, etc.
- Fiscal sponsorship services can offer an important revenue opportunity.
- An annual donor check-in (at the AGM) is not sufficient to maintain strong relationships. There were some thoughts shared by donors this past year that may require follow-up. Perhaps more frequent check-ins (quarterly?) may improve the relationship.
- Focusing more on major individual donors (e.g., high net worth individuals) may be worthwhile. Holly will consult with individual board members.
- Expenses:
- We are already running very lean and there is not much to trim off.
- Staffing is currently the largest portion of expenses. Budget includes planning for a new staff role for development and a half-time administrative support role.
- Budget includes some new external grantwriting capacity.
- Budget includes a staff cost-of-living increase (5%). Also future plans for upcoming years include regular reviews and merit increases.
- Budget increases for staff and board travel to events as in-person events increase.
- The STF contract will put us into the threshhold for a legally-required annual audit.
- Question as to whether or not the staffing plans for the coming year include the needed skills and abilities needed by the community programs. Interest in hiring with a long-term vision in mind.
- Current staff will have their roles reviewed to ensure they are doing the right things.
- For new roles, Holly will work with stakeholders to ensure that job descriptions are looking for the right people.
- The Foundation is currently understaffed for the work that needs to be done. It will take time to get to this point but it is part of the long-term plan.
- Regina left the meeting.
Motion: Rob McQueen moves to approve the draft budget for 2023-2024. Seconded by Michael Downey.
VOTE: Resolution passes. Nem. con.
- Sonny explained his vote and believes his concerns regarding staffing are not reflected in the submitted draft budget.
- Referred from Executive Committee: Approve OFAC Compliance Policy
- US law requires financial controls to prohibit funds sent to, or other certain collaboration with, certain locations or parties on a list that is maintained by the US Government. The Foundation does not currently have a policy in place regarding following this policy. (OFAC: Office of Foreign Assets Control)
- A funder has requested to see our internal controls and policies regarding these legal requirements. The trigger for these concerns were related to Flathub transactions.
- There is currently no money moving through Flathub.
- The current plans for Flathub are to use Stripe as payment processor, which move money between parties directly, and who have OFAC policies in place.
- Rob and Holly have drafted a policy for Board approval using standard language.
- Motion: Rob moves to approve the OFAC policy as drafted. Erik seconded.
VOTE: Resolution passes Nem. con.
- The Chair notes at 18:35 UTC that the scheduled end time of the meeting has arrived.
Jeremy & Sammy leave the meeting.
Suggestion to move board-only meeting topics to a board-only meeting next week. Next week Sammy & Michael are not available. The Chair will coordinate the follow-up meeting and communicate with the board accordingly.
The meeting was adjourned at 18:39 UTC.