Regular Meeting of the GNOME Foundation Board of Directors, 9 November 2023, 17:00 UTC

Attending

• ErikAlbers (Chair)

• RobertMcQueen

• MichaelDowney

• HollyMillion

• JeremyAllison

• ReginaNkenchor

• RosannaYuen

• SammyFung

• SonnyPiers

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.