Regular Meeting of the GNOME Foundation Board of Directors, 14 March 2004, 08:00 US/Pacific

Attendance

Attending

• ErikAlbers (Chair)

• MichaelDowney

• HollyMillion

• SonnyPiers

• SammyFung

• RobertMcQueen

• ReginaNkenchor

• JeremyAllison

Regrets

• None

Missing

• None

Guests & Observers

• None

Meeting Minutes

• The Chair called the meeting to order at 08:05 US/Pacific.

Consent Agenda (5m)

• Acknowledge receipt of:
  • Executive Committee Minutes
  • Finance Committee Minutes: None (did not meet since last Board meeting)
  • Governance Committee Minutes
  • Written report from Executive Director
• Approve the minutes of both the January regular meeting
• Approve kramo to join the GNOME Circle committee.

• The above consent agenda was unanimously approved by the Board.

• Removed to Discussion Agenda (New Business) by request of Directors:

  • Approve associate (nonprofit org) membership in Matrix.org Foundation (#596)

  • February Special Meeting Minutes shall not be approved at this time.

Discussion Agenda (80m)

Old Business (0m)

• There was no Old Business deferred from the last meeting.

New Business (80m)

• Details on written report from Executive Director (Holly)
  • The Board offered its thanks to Holly for preparation of the comprehensive report, and agree on the structural format to be used in coming months.
  • Executive Committee weekly meeting agenda has adopted the same structure as the report format.
  • Substantial progress on financial management and strategic plan development.
  • Holly asks the Board for confirmation on process to review strategic plan, and the Program Management areas. This includes funding for the Pathways program, and funding for Berlin event (see below).
  • Fiscal sponsorship work is progressing. Formalizing relationship with GIMP, and developing a new proposal for Black Python Devs (BPD). BPD could be a good strategic value to GNOME Foundation's mission via fiscal sponsorship. GIMP agreement will return to Board for approval before execution.
  • Some requests for decisions, further in agenda below.
  • No further questions from the Board regarding the report.
• Board expansion
  • The Governance Committee (GC) reported on its proposal for board extension. It has approved the concept of expanding the Board, including additional non-voting officers.
  • There have been challenges in the past with changing the election process immediately at the beginning of the election period. Therefore, we should make some changes immediately and further changes for subsequent elections.
  • GC further discussed how best to ensure diverse Board membership. It was decided to communicate encouragement for candidates from under-represented groups, including outreach to potential candidates.
  • Executive Committee (EC) pointed out that expanding membership needs to preserve the balance of equal numbers of members standing for election each year.
  • The concept of adding additional non-voting officers would happen after this year's election, and would happen over the course of 2024. This may not need to happen in conjunction with an election, but the Board can research and confirm the logistics. This aspect of the expansion can be linked to the Pathways Program.
  • The proposal at hand would lead to electing 6 Directors for this year's election, including one with a 1-year term (in order to maintain the staggered terms).
  • It could be challenging to ensure we have 6 committed candidates. GC is soliciting potential candidates. If we struggle in finding candiates, there are multiple options, e.g., electing only one for the 2-year term and appointing one interim Director for a 1-year term.
  • Expansion could be a good topic at GUADEC, to recruit new committee members and identify potential officers.
  • GC noted in its meeting that having a larger board lowers the workload for members, makes it easier for committee activity, increases diversity.
  • Questions: Do we have the lead time to communicate the rationale and logistics for this change to the community, staff time to support the process, time to update documentation, etc.?
  • Community is showing energy in strategic plan focus groups, which suggests enthusiasm for a pool of candidates. Holly has also been doing (and will continue) direct outreach to a number of potential candidates.
  • The last election has a slate of candidates that was substantially more diverse than in the past. However, those actually elected did not represent that diversity that was sought. Having a larger pool of seats could improve this outcome.

  • Important to announce the Director expansion as quickly as possible, e.g., no later than by the time of our next meeting. Holly & Rob will prepare materials and work with the Membership & Elections Committee to prepare to announce and start the process. Regina would join on behalf of GC.

  • It may be valuable to offer a Q&A session for interested candidates to hear from existing Directors to share their experiences, commitments, insights, etc. This might be live/video or may be better asynchronously such as a blog post, forum topic, etc.

  • VOTE: The Board voted unanimously to extend the board to 9 Directors, effective from the end of the upcoming (June 2024) election, where we would elect 6 directors rather than 4. The board will select one of the 6 elected directors to serve a 1 year term to balance the cohorts of directors. Motion by Rob, Second by Erik.

• Pathways Program: Expanding Events
  • In the light of our new strategy plan to decentralize and diversify local GNOME events, the intention is to endorse local/regional events to help achieve the goals of Objective 6 in the draft Strategic Plan.
  • The intention is to use the Berlin event parallel to GUADEC to test this new approach, with funding provided to support the event. The funding can be reallocated from Internships unused funds, which is also part of the Pathways Program.
  • A template should be developed for these events which would capture goals and methods used to understand impact.
  • Financial investment in GNOME Africa: Questions about how to use these funds in the future. How might we integrate future participation in 3rd-party events such as OSCA Festival (Open Source Community Africa) with the Pathways Program and future budget for investments? Recommendation to have further conversations specific to events to ascertain alignment with the Program. Current funds are specific to this event.

  • VOTE: The Board voted 5 yes, 0 no, 2 abstention, to approve reallocation of $3500 for Berlin pilot event for Pathways, coming from Internships budget. Motion by {none}, seconded by {none}.

  • VOTE: The Board voted 6 yes, 0 no, 1 abstention, to approve reallocation of $8000 for GNOME's participation in OSCA Festival in Nigeria to support the Pathways initiative, coming from Internships budget. Motion by {none}, seconded by {none}.

• Strategic Plan
  • Discussion on approving the draft Strategic Plan and start of community consultations.
  • What does community review look like? Between now and GUADEC, solicit input from the community on the draft Plan. Initial one-on-one conversations have been positive. Proposal to submit a blog post with published plan, solicit written comments and discussion, conduct live "town hall" sessions. Work with those having concerns to mitigate them.
  • Board ratification of the draft now will enable confidence for Holly to begin fundraising against the goals and tactics.
  • Limit strategic plan review to existing Foundation Members, committee members. Use GNOME Events platform to screen participants to eligible members.

  • VOTE: The Board voted unanimously to ratify the draft Strategic Plan and to refer it to the Foundation membership for feedback between now and GUADEC. Motion by Erik, seconded by Rob.

• Fiscal Sponsorship of Black Python Devs & GIMP

  • Discuss details of, and vote to approve, a plan for the Executive Director to draft a fiscal sponsorship plan with Black Python Devs, which would be subsequently approved by the Board. (Holly)
  • BPD solicited for a fiscal sponsor on the FLOSS FOundations mailing list. A global group and has been growing rapidly, becoming highly visible.
  • BPD approached PSF for sponsorship but this did not work out.
  • The group leader has provided a written statement of the group's goals and mission. Holly believes the group is aligned well with the Pathways Program.
  • They would like to announce fiscal sponsorship at an event in June and launch a fundraiser at that time.
  • Holly is working from the Software Freedom Conservancy fiscal sponsorship agreement template for BPD (as well as GIMP). One goal with this (new) project and GIMP (existing) is to have a repeatable process for other future fiscally-sponsored projects.
  • Flatpak has also approached us to receive their funds currently held by the soon-closing 501(c)(3) Open Collective Foundation, restricted for Flatpak work, but that may not implicate a fiscally sponsored project within GNOME Foundation. There may also be funding available through our STF grant for Flatpak work. Important to be clear on how funds are used.
  • It was pointed out that organizations have often found fiscal sponsorship fees to not cover the costs of hosting those projects, which is why we are moving slowly and have not yet settled on a clear overhead cost percentage. It may be best to have a tiered/sliding-scale model. At this point we are only directing the start of the agreement drafting, and not yet approving those agreements.
  • Recommended that Holly consult with SFC to understand their experiences.
  • Our agreements will be put through our own legal review before executing, even though using an existing template (from SFC).
  • There is unique value in GNOME Foundation supporting groups from Africa, and other diverse groups, that are aligned with our mission, as other organizations do not seem willing or eager to do so.

  • VOTE: The Board voted unanimously to direct the Executive Director to begin drafting a fiscal sponsorship agreements with Black Python Devs & GIMP, with subsequent approval by the Board. Motion by Erik, seconded by {none}.

• Deferred from Consent Agenda

  • Moved for asynchronous written consent: Approve associate (nonprofit org) membership in Matrix.org Foundation (#596). A brief overview was provided and will be conducted via GitLab issue discussions.

  • Held, no action: Minutes from the February Strategy Work Session in Brussels shall be retained as Private Minutes.

• The Chair adjourned the meeting at 09:38 US/Pacific.