Regular Meeting of the GNOME Foundation Board of Directors, 9 May 2024, 08:00 US/Pacific

Attendance

The Vice-Chair called the meeting to order at 08:02 US/Pacific.
The Vice-Chair announced his service as Chair for the remainder of this meeting due to a pre-arranged absence of the Chair.
The Acting Chair noted the presence of a quorum.

The Acting Chair presented draft agenda as presented (#665).
The Acting Chair clarified the removal by the Chair of tickets 662 (motion from the Secretary to compile board member documentation), 663, (recommendation from the Executive Committee to evaluate the establishment of an Audit & Review Committee), and ticket 664 (recommendation from the Executive Committee to adopt Board Member Descriptions & Conduct policies), which had been in previous versions of the draft and for which members received email notification via GitLab. Accordingly, these motions were not on the agenda, they could only be considered by the Board in this meeting if a member chose to amend the agenda to add them.
The draft agenda was approved as presented for the run of the meeting.

Acknowledge receipt of:
- Executive Committee Minutes
- Finance Committee Minutes
- Financial Report
- Executive Director's Report
Approve minutes of:
- 2024-04-11 meeting
Ratify Executive Committee decisions:
- None taken in previous period
Update Committee Memberships
- No membership nominations were before the Board.
VOTE: The Consent Agenda was approved by unanimous consent.

Rosanna Yuen from Foundation was unable to attend the meeting, but provided the Financial Report for this period for Board review.
- There were no questions from the Board and it was filed as provided.
Holly Million presented the Executive Director's report.
- Recommendation for Board consideration: Approve the Executive Director in creating the GNOME Development Fund, a permanent crowdfunding campaign belonging to the Foundation. Further approving the creation of an independent review committee of three disinterested GNOME members to decide which future development projects will receive funding from the Fund, with 80% of funds raised going to projects and 20% providing general support to the Foundation. If approved, the Executive Director will determine a proposed slate of members, a charter description, and distribution and communication plans for further Board approval.
- The recommendation was amended above to include assurance that distribution and communication plans will be considered before final charter approval.
- It was highlighted that we have learned the importance of allocating sufficient resources to Foundation operations and program management, which is the rational for the 80/20 split. Reference was made to the structure used by Blender Foundation and its development fund, and its approach offered as a suggested model.
- VOTE: Motion passes unanimously.

The Chair moved to enter executive session to hear a report from the President regarding personnel issues. Without objection, the Board entered executive session.
Jeremy joined the meeting at 08:59 US/Pacific.
The Board exited executive session.
There were no other announcements or business for the Board's consideration.
The Chair announced the next meeting, planned for May 23 at 08:00 US/Pacific.
The Chair adjourned the meeting at 09:21 US/Pacific.