Regular Meeting of the GNOME Foundation Board of Directors, 14 December 2023, 17:00 UTC

Attendance

Attending

Regrets

Missing

None

Consent Agenda

Acknowledge receipt of:
- Executive Committee Minutes: (Nextcloud)
- Written Foundation report from ED: Attached to issue #420
Approve the minutes of the previous month's meeting (wiki)
Update the definition of official GNOME Software to include everything that is in core, sdk, sdk-deps, and core-deps if it's also hosted at gitlab.gnome.org/GNOME (see https://gitlab.gnome.org/GNOME/gnome-build-meta/-/issues/761))-- (moved to Discussion Agenda)
Update Circle committee membership (Add Gregorni, remove Thibault Martin, Heather Ellsworth, J-Arun-Mani.)

Minutes

The group switched to a different BBB room to accommodate moderation permissions.
The meeting was called to order at 17:10 UTC.
VOTE: The Consent Agenda was approved unanimously.
The Board proceeded to New Business.
- 2023-24 Board Orientation (Discussion leader: Rob, issue #395, 45 minutes)
  - Rob presented current Board Orientation materials, which was recorded via BBB for Board member reference. Presented topics included:
  - Collective and individual roles of the Board and Directors
  - Suggestion: The Board may want to request quarterly reports via the Finance Committee to do ongoing and periodic review of the Foundation's finances.
  - Review of frequent mistakes that Boards should avoid
  - Review of the Foundation's official tax-exempt purpose
  - Individual duties of care & loyalty
  - Review of Foundation-specific policies and procedures applicable to Directors
  - Review of Foundation organization, staff, and division of responsibilities between staff & Board on topics such as finances, board development, staff and strategic evaluation, etc.
  - Suggestion: Governance Committee consider Board Source board self-assessment tools and conduct at regular intervals.
  - Suggestion: The Foundation's financial consultants have offered a training session for Directors.
  - Operational review such as meeting logistics & policies, and infrastructure tools.
  - Suggestion: Work toward a more ideal Board Meeting preparation cycle.
  - How to deal with confidential issues
  - Responsibilities of officer roles
Regina joined the meeting at 17:21 UTC.
The Board briefly discussed reaction to the presentation, and how some the Foundation can best work within its tax-exempt purpose.
ACTION: Rob will provide a copy of the presentation, and a copy of the Foundation's IRS Form 1023, to current Directors.
The Board continued with New Business.
- Update the definition of official GNOME Software to include everything that is in core, sdk, sdk-deps, and core-deps if it's also hosted at gitlab.gnome.org/GNOME (See https://gitlab.gnome.org/GNOME/gnome-build-meta/-/issues/761; moved from Consent Agenda.)
  - Sonny explained the Foundation maintains the policy at https://wiki.gnome.org/Foundation/SoftwarePolicy as criteria for what is considered as "Official GNOME Software".
  - The criteria listed there are now outdated because the current constraints in the policy do not include critical software that is commonly understood to be part of GNOME releases.
  - The changes proposed would include what is included by the Release Team in official releases, as well as development tools, SDK.
  - The Release Team has approved the proposed policy changes.
  - Sonny made a motion to approve these changes to the Policy on Official GNOME Software. Rob seconded the motion.
  - VOTE: Resolution passes unanimously.
The Board considered Old Business deferred from last meeting.
- FOSDEM preparations (Discussion leader: Erik)
  - Board to attend on the Thu and Fri before FOSDEM, for board and Advisory Board meetings on the 1st and 2nd respectively.
  - Rosanna sent an invitation to the Advisory Board for a meeting on Friday 2nd February.
  - Board members are suggested to arrive no later than Wednesday in order to be available on Thursday morning through Friday meetings, which will be focused on strategy. Everyone is encouraged to stay for the weekend conference and consider if they are able to help with the GNOME Stand.
  - Foundation travel policy has specific accommodations for Board members, so travel costs will be covered per policy rules.
  - ACTION: Holly to coordinate travel booking logistics with staff, who will communicate with Board members.
  - ACTION: Holly to develop an agenda for the strategy discussion.
  - ACTION: Erik to stand-by for developing any small agenda for a short board meeting in addition to the strategy workshop.
  - Remote participation is possible.
  - Jeremy will not be available to attend in-person.
The following Old Business items were removed from the agenda by their proposers:
- Reflecting the public response around of our new Executive Director Holly Million and decide on any (re-)action or communication strategy
- Review on the Proposal to introduce a "Board's opinion"
- Two agenda items marked as private discussions we also removed as duplicative with other agenda items.
- Chair interaction with Executive Committee
EC has reviewed processes to ensure minutes are continuously available to all Board members, and that the agendas are developed in advance based upon requests and GitLab issues.
- ACTION: Michael to add an item to the agenda template to ensure that a link is provided in the Matrix room at the conclusion of each meeting.
- Rob is working on coordination of feedback loop for planning meeting agendas between Holly and Erik (Chair), as Holly gets up to speed.
- Intention is for Chair to start joining some or all EC meetings to ensure that meeting agenda preparation is added to EC meetings in advance of (e.g., 1 week and 1 day before) full Board meetings.
- VOTE: Rob moves to appoint the Chair as a non-voting ex-officio member of the Executive Committee, for the purposes of attending at least monthly to review the upcoming board agenda. Michael seconds the motion. Motion passes unanimously.
The Board considered additional New Business:
- Foundation performance (Discussion leader: Sonny, issue: #436, 5 minutes)
  - ACTION: Sonny requests all Directors review this issue and comment. Feedback should focus on how to evaluate the Foundation as a whole (not simply staff or Board etc.) in delivering on its mission.
  - This evaluation effort might be considered for action during the FOSDEM gathering.
  - There are opportunities to explore surveying community members during events, asking travel funding recipients, etc.
  - To be considered
- ACTION: All Directors please complete the survey for 2024 meeting dates/times this week, so we can schedule next month's meeting promptly.
The meeting was adjourned at 18:40 UTC.

FoundationBoard/Minutes/20231214 (last edited 2024-03-13 15:57:36 by MichaelDowney)