Re: Minutes of the board meeting of April 29, 2019

[Shaun McCance]

I've served on a few boards over the years. All of them have had either
two or three year staggered terms, except GNOME. And while I consider
this a good practice, I never thought it was worth the effort to change
the GNOME Foundation, for a couple reasons. First, we usually happened
to elect a chunk of the previous board each year. And second, Rosanna
helps provide a lot of long-term continuity in how things are done.

But Rob's and Carlos's comments below are compelling. We didn't have so
many employees and so much donor money when I was on the board. If
switching to staggered two year terms helps us better work with long
term relationships, then let's do it. It's an extremely common practice
in non-profit boards.


Some bylaws history on term length: Section 8.3.1 allows term length to
be anywhere from one to two years. It used to be just one year. We
changed it in 2007 to allow us to do a one-time shift in terms to that
new boards would always start around GUADEC, when they have a face to
face. Previously they started with the calendar year, I think.

I don't think it would be good to use that provision to switch to full
two year terms, as it doesn't fit with the original intent. And I don't
know that staggered terms are something you can just introduce without
bylaws provisions. I think this should be a bylaws change.

--
Shaun

On Wed, 2019-05-22 at 14:18 +0200, Carlos Soriano wrote:
> Hi Tobi,
> 
> Just as an addition to what Rob said. As an example, I have been
> working on some critical work for the foundation, for over a year
> now. This work required extensive reading of legal, tax forms,
> research, etc. and is yet to be finished. It's quite complex, and at
> the same time it cannot wait if we want the foundation and project to
> keep growing and being healthy. It's unlikely this work can continue
> without someone with the expertise gained over the last year, and
> it's unlikely any effective hand off can be done with a clean cut.
> 
> As Rob mentioned, over the last year the board of directors has
> changed to a more strategic oversight role, and the things we do are
> quite more complex compared to what we were doing a year ago. While
> this is exciting for every member and it's good for the foundation,
> it adds the necessity to start doing long term planning and work in a
> quite more complex environment.
> 
> While my duty if I want to continue this work is to apply again and
> convince the membership to vote for me, this have a non-negligible
> overhead. In my case, the uncertainty is making me focusing more on
> preparing for a possible full hand off in less than a month than on
> keep working on it. This is not healthy, and this doesn't work well.
> At the end of the day is a matter of balance, and between the minimum
> term of 1 year and the other extreme of no elections, we can find a
> middle ground that works better with the new responsibilities and
> kind of work the board needs to do nowadays.
> 
> It worth to mention that it's easier for any any person to commit to
> just one year, so this is definitely not a selfish decision that we
> are discussing (and I'm aware you didn't imply that), we are
> volunteers after all. But this is not what we have found good for the
> foundation and the directors going forward, so we believe a longer
> commitment will most probably be what's needed.
> 
> Hope that helps clarify the situation, it's definitely different than
> what we were one year ago, and it's normal that these questions
> arise. So don't hesitate to let us know if you or anyone else has any
> more questions, just keep in mind we are figuring things out as we
> move forward.
> 
> Cheers
> 
> On Wed, 22 May 2019 at 12:43, Robert McQueen  wrote:
> > On Wed, 2019-05-22 at 11:35 +0200, Tobias Mueller wrote:
> > > Hi,
> > 
> > Hi Tobi,
> > 
> > > I guess these plans are news to most members.
> > 
> > They were mentioned previously in the blog posts we wrote after the
> > hackfest last year - see 
> > http://ramcq.net/2018/10/19/gnome-foundation-h
> > ackfest-2018/ - although not moved much further since then as you
> > see
> > from these minutes,
> > 
> > > I think that the proposed change is a strict subset of what is
> > > possible
> > > today and that the cost associated with that change do not
> > outweigh
> > > the
> > > benefits.
> > 
> > We've received several large grants over the past year or so, and a
> > spokesperson for the anonymous donor spent a while with the board
> > talking about a number of factors, including the requirements
> > around
> > setting the compensation of the Executive Director (hence our new
> > compensation committee) and more generally, how to attract and
> > retain
> > good staff, and be able to demonstrate impact for donors.
> > 
> > They support a number of philanthropic initiatives and they
> > impressed
> > on us the importance of a growing Foundation that the strategy is
> > maintained over longer periods of time, so that the resources that
> 

Re: Minutes of the board meeting of April 29, 2019

[mcatanzaro]

On Wed, May 22, 2019 at 4:35 AM, Tobias Mueller  
wrote:

I guess these plans are news to most members.


I had suggested a similar change a couple years ago. My intention had 
nothing to do with the operations of the board; I just want to make our 
elections more meaningful and competitive. When we have seven 
candidates up for election at the same time, we need to have 
significantly more than seven candidates running for the election to be 
very meaningful. You probably remember that we had an election recently 
(I believe it was 2017) in which there were exactly seven candidates, 
so the vote was not very meaningful. Having an election of, say, 9 
people for 7 positions is not really a contest to see who the community 
wants to elect, it's just a contest to see who won't finish last. 
Reducing the number of open seats should (hopefully) result in 
significantly more-competitive elections simply by reducing the number 
of open seats relative to the number of people running for the seats. 
Having fewer seats open should hopefully also result in less-confusing 
elections, because having an election with significantly more than 
seven candidates is a lot to keep track of for voters.


All board members must still be elected on a regular basis, every two 
years. Two years is pretty frequent. I don't think this undermines the 
sovereignty of the electorate. And we get to replace 3-4 directors per 
year, which is significant. The proposal seems like a good compromise 
between chaos and responsiveness to the electorate.


Michael


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Re: Minutes of the board meeting of April 29, 2019

[Carlos Soriano]

Hi Tobi,

Just as an addition to what Rob said. As an example, I have been working on
some critical work for the foundation, for over a year now. This work
required extensive reading of legal, tax forms, research, etc. and is yet
to be finished. It's quite complex, and at the same time it cannot wait if
we want the foundation and project to keep growing and being healthy. It's
unlikely this work can continue without someone with the expertise gained
over the last year, and it's unlikely any effective hand off can be done
with a clean cut.

As Rob mentioned, over the last year the board of directors has changed to
a more strategic oversight role, and the things we do are quite more
complex compared to what we were doing a year ago. While this is exciting
for every member and it's good for the foundation, it adds the necessity to
start doing long term planning and work in a quite more complex environment.

While my duty if I want to continue this work is to apply again and
convince the membership to vote for me, this have a non-negligible
overhead. In my case, the uncertainty is making me focusing more on
preparing for a possible full hand off in less than a month than on keep
working on it. This is not healthy, and this doesn't work well. At the end
of the day is a matter of balance, and between the minimum term of 1 year
and the other extreme of no elections, we can find a middle ground that
works better with the new responsibilities and kind of work the board needs
to do nowadays.

It worth to mention that it's easier for any any person to commit to just
one year, so this is definitely not a selfish decision that we are
discussing (and I'm aware you didn't imply that), we are volunteers after
all. But this is not what we have found good for the foundation and the
directors going forward, so we believe a longer commitment will most
probably be what's needed.

Hope that helps clarify the situation, it's definitely different than what
we were one year ago, and it's normal that these questions arise. So don't
hesitate to let us know if you or anyone else has any more questions, just
keep in mind we are figuring things out as we move forward.

Cheers

On Wed, 22 May 2019 at 12:43, Robert McQueen  wrote:

> On Wed, 2019-05-22 at 11:35 +0200, Tobias Mueller wrote:
> > Hi,
>
> Hi Tobi,
>
> > I guess these plans are news to most members.
>
> They were mentioned previously in the blog posts we wrote after the
> hackfest last year - see http://ramcq.net/2018/10/19/gnome-foundation-h
> ackfest-2018/
>  - although
> not moved much further since then as you see
> from these minutes,
>
> > I think that the proposed change is a strict subset of what is
> > possible
> > today and that the cost associated with that change do not outweigh
> > the
> > benefits.
>
> We've received several large grants over the past year or so, and a
> spokesperson for the anonymous donor spent a while with the board
> talking about a number of factors, including the requirements around
> setting the compensation of the Executive Director (hence our new
> compensation committee) and more generally, how to attract and retain
> good staff, and be able to demonstrate impact for donors.
>
> They support a number of philanthropic initiatives and they impressed
> on us the importance of a growing Foundation that the strategy is
> maintained over longer periods of time, so that the resources that are
> given (ie donations, large or small) can be put to work on longer-term
> / more impactful projects, and that the staff are able to make plans to
> deliver such projects and impact.
>
> They said a normal time period for a directors term in most non-profits
> would be 3 years, but after discussion amongst the board it was felt
> that anything longer than a 2 year term might be a disincentive for
> people to stand for election. (Although as part of growing the
> Foundation budget and staff, we are aiming that the directors can
> reduce their time commitment to the usual oversight role of a board,
> allowing them to separately decide the extent to which they are able
> and willing to volunteer for other initiatives.) Most governments or
> other public bodies tend to have 3-4 year terms as well; for the same
> reasons. It's really hard to get *anything* non-trivial done in a year.
>
> A significant change of the board all at once, particularly if the
> incoming directors have less experience and might be less confident or
> decisive, is a significant fear of the staff of any non-profit. It
> threatens the ability of the (now 6-7) staff of the foundation being
> able to make effective plans, start longer-running programs and see
> them through, etc. If our decision making cadence, visibility and
> horizon is a year (or less) it's very hard to see past that for longer
> periods of time.
>
> In a business context the typical HR advice is that it takes 12-18
> months for a change in team structure, 

Re: Minutes of the board meeting of April 29, 2019

[Robert McQueen]

On Wed, 2019-05-22 at 11:35 +0200, Tobias Mueller wrote:
> Hi,

Hi Tobi,

> I guess these plans are news to most members.

They were mentioned previously in the blog posts we wrote after the
hackfest last year - see http://ramcq.net/2018/10/19/gnome-foundation-h
ackfest-2018/ - although not moved much further since then as you see
from these minutes,

> I think that the proposed change is a strict subset of what is
> possible
> today and that the cost associated with that change do not outweigh
> the
> benefits.

We've received several large grants over the past year or so, and a
spokesperson for the anonymous donor spent a while with the board
talking about a number of factors, including the requirements around
setting the compensation of the Executive Director (hence our new
compensation committee) and more generally, how to attract and retain
good staff, and be able to demonstrate impact for donors.

They support a number of philanthropic initiatives and they impressed
on us the importance of a growing Foundation that the strategy is
maintained over longer periods of time, so that the resources that are
given (ie donations, large or small) can be put to work on longer-term
/ more impactful projects, and that the staff are able to make plans to
deliver such projects and impact.

They said a normal time period for a directors term in most non-profits 
would be 3 years, but after discussion amongst the board it was felt
that anything longer than a 2 year term might be a disincentive for
people to stand for election. (Although as part of growing the
Foundation budget and staff, we are aiming that the directors can
reduce their time commitment to the usual oversight role of a board,
allowing them to separately decide the extent to which they are able
and willing to volunteer for other initiatives.) Most governments or
other public bodies tend to have 3-4 year terms as well; for the same
reasons. It's really hard to get *anything* non-trivial done in a year.

A significant change of the board all at once, particularly if the
incoming directors have less experience and might be less confident or
decisive, is a significant fear of the staff of any non-profit. It
threatens the ability of the (now 6-7) staff of the foundation being
able to make effective plans, start longer-running programs and see
them through, etc. If our decision making cadence, visibility and
horizon is a year (or less) it's very hard to see past that for longer
periods of time.

In a business context the typical HR advice is that it takes 12-18
months for a change in team structure, strategy, etc to really bear
fruit in terms of everyone getting back "in the groove" and being
productive, confident about what they are doing, etc. The Foundation
staff is small but I don't think we should under-estimate the impact of
potentially having your manager, strategy and goals changed on an
annual basis.

> Currently, a candidate can simply run for a consecutive term. They
> can
> even make it part of their platform that they intend to serve for
> more
> than one term or that they have served a term already. The electorate
> can then decide whether they like it or whether they'd rather see
> change
> (maybe to overcome perceived bad habits or discontinuing a cabal).

I don't agree that these cases are equivalent. We are already in a
period of time where the current board feels somewhat disenfranchised
due to the upcoming elections, and not comfortable making any
significant decisions that might potentially be reverted/countermanded
by incoming/successor boards.

Also there is a "gelling time" for a new board to come together as a
team, which means you lose a chunk of time at the start of each term,
particularly with new first-time directors learning the context,
procedures and policies of the previous board.

I think with the whole board being replaced on an annual basis, time
removed at the start and end for you could expect 6-8 months of
productive "program time" to make and implement key decisions. Changing
from potentially 100% of the board changing every year to ~50% changing
every year has a huge impact to this overhead because essentially the
board can become a continuous process rather than a stop/start one.

> Convincing the electorate to live with a candidate for longer than a
> year is much more appealing to me than mandating that choice.
> I can see how mandating can be argued into being an advantage, due
> to the knowledge not getting lost and the consistency it provides. I 
> appreciate those arguments and they have some merit.
> But my counter argument is that the electorate should be free to
> choose
> whether they see it the same way. With the change of term lengths,
> you
> are forcing the electorate to think the same way as you do. And
> again,
> if a candidate thinks continuity and preserving knowledge is
> important,
> I'd rather see the candidate convincing the electorate rather than
> forcing that onto them.

I think that the 

Re: Minutes of the board meeting of April 29, 2019

[Tobias Mueller]

Hi,

On Tue, 2019-05-21 at 23:06 -0700, Philip Chimento via foundation-list
wrote:
>* However, if we are still planning to change the length of the
> board terms, we would need to do so before announcing the elections.
>* Neil: We are talking to lawyers at the moment; we may need to
> change the bylaws to increase the board term length, so it may not be
> possible for this election.
>  * Carlos: If the term is already fixed, do we have any power to
> adjust it for any date changes in the first place?
>* Rosanna: The term is strict.
>  * Allan: The bylaws say that the term is set at the time of
> elections.
>* Neil: You could indeed set the term of this election to be 2
> years, but there is no way under the current bylaws to move to split-
> term elections where half the board are elected for 2 years every
> year. if we announced that the coming election was for a 2-year term, 
> then the vote after that would be in 2 years from now. We could have
> another 1-year term, and have that year to adjust the bylaws.

I guess these plans are news to most members.

I think that the proposed change is a strict subset of what is possible
today and that the cost associated with that change do not outweigh the
benefits.

Currently, a candidate can simply run for a consecutive term. They can
even make it part of their platform that they intend to serve for more
than one term or that they have served a term already. The electorate
can then decide whether they like it or whether they'd rather see change
(maybe to overcome perceived bad habits or discontinuing a cabal).

Convincing the electorate to live with a candidate for longer than a
year is much more appealing to me than mandating that choice.
I can see how mandating can be argued into being an advantage, due
to the knowledge not getting lost and the consistency it provides. I 
appreciate those arguments and they have some merit.
But my counter argument is that the electorate should be free to choose
whether they see it the same way. With the change of term lengths, you
are forcing the electorate to think the same way as you do. And again,
if a candidate thinks continuity and preserving knowledge is important,
I'd rather see the candidate convincing the electorate rather than
forcing that onto them.

I appreciate that running, re-running, or even having elections incurs
some cost. Those need to be balanced against the sovereignty of the
electorate.  As in, it'd be super convenient for the Board to not have
elections at all and pick new directors at their discretion. But that'd
remove all the power from the electorate.  As such, any increase of the
length of the term can be seen as undermining the sovereignty of the
electorate and the intention should be justified.

Cheers,
  Tobi

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Minutes of the board meeting of April 29, 2019

[Philip Chimento via foundation-list]

= Foundation Board Minutes for Monday 29 April 2019, 15:30 UTC =

Wiki location: https://wiki.gnome.org/FoundationBoard/Minutes/20190429

Note: The meeting of Monday 22 April 2019, 15:30 UTC, was postponed to this
date due to not reaching quorum.

== Attending ==

 * AllanDay
 * CarlosSoriano
 * KatGerasimova
 * RosannaYuen
 * FedericoMenaQuintero
 * NeilMcGovern
 * NuritziSanchez
 * RobMcQueen
 * PhilipChimento

== Agenda ==

 * GNOME.Asia bid approval (Neil)
 * Form 990 approval (Neil)
 * Board elections dates aproval (Carlos)
 * GIMP expenditure authorisation (Neil)
 * LAS Update (Nuritzi)
 * Travel committee status (Philip)
 * GNOME software definition proposal (Allan)

== Minutes ==

 * GNOME.Asia bid approval
   * GNOME.Asia have received a couple of bids and are recommending going
with Indonesia. The local team is seeking approval from the board. Last
week we discussed the bids in our work session and did not have any
questions or concerns.
   * Carlos: Are we only approving the location, or the budget as well?
 * Neil: The bid includes a budget, but it can be revised if necessary.
 * Allan: There's nothing in the bid regarding income. So, what exactly
are we voting on? Are we approving the budget with expenditures only, and
authorizing a float for the organizers to start spending money?
 * Nuritzi: Do we have sponsors already?
   * Neil will check what the status of this is.
 * Nuritzi: The total budget is small enough that I would feel
comfortable authorizing it right now, pending sponsorship.
 * Allan: We could authorize a float, but we would have to explicitly
include it in the vote.
 * Nuritzi: Looking over the budget, it does not look like they would
need a float.
   * VOTE: Approve the Gresik, Indonesia bid for GNOME.Asia 2019 with a
maximum expenditure of USD 5000.
 * +1 unanimous

 * Form 990 approval
   * The Foundation's yearly required tax forms were presented to the board
members in advance of the meeting.
   * Philip: Since this is about fiscal year 2017, it's hard to check
things there since I wasn't well acquainted with the Foundation back then.
   * Rob: The accompanying letter from the accountant suggested that we
evaluate whether we meet 509(a)1 criteria in the future. Does that mean we
might need to be under a different tax jurisdiction?
 * Rosanna: That has to do with how donations are accounted for.
   * Allan: I don't remember approving one of these in past years.
 * Kat: I do.
 * Neil: The requirement is for the board to review the form every year.
   * VOTE: Approve the draft Form 990 for tax year 2017 and related
California Form 199 presented to the board on April 17 2019.
 * +1 Nuritzi, Kat, Rob, Federico, Carlos, Philip. Abstained: Allan
 * Vote passed.

 * Board elections date approval
   * Andrea Veri sent an email with proposed election dates to the board
list; this is the last possible meeting where we would be able to approve
the suggested dates.
   * For convenience, here is a copy of the proposed dates for the GNOME
Board Elections 2019:
 * 2019-05-12: List of candidates opens.
 * 2019-05-26: Last day to announce candidacies, submit summary
statements.
 * 2019-05-27: Final list of candidates.
 * 2019-05-28: Instructions mailed to eligible voters, voting begins.
 * 2019-06-11: Voting closes.
 * 2019-06-12: Preliminary results are announced.
 * 2019-06-19: Last day to challenge preliminary results.
   * However, if we are still planning to change the length of the board
terms, we would need to do so before announcing the elections.
   * Neil: We are talking to lawyers at the moment; we may need to change
the bylaws to increase the board term length, so it may not be possible for
this election.
 * Carlos: If the term is already fixed, do we have any power to adjust
it for any date changes in the first place?
   * Rosanna: The term is strict.
 * Allan: The bylaws say that the term is set at the time of elections.
   * Neil: You could indeed set the term of this election to be 2
years, but there is no way under the current bylaws to move to split-term
elections where half the board are elected for 2 years every year. if we
announced that the coming election was for a 2-year term, then the vote
after that would be in 2 years from now. We could have another 1-year term,
and have that year to adjust the bylaws.
   * Philip: Under what circumstances should we not be confident about
these dates?
   * Nuritzi: How are these dates in relation to the board handover during
GUADEC? GUADEC is a bit late this year.
   * VOTE: Approve the election dates that Andrea Veri proposed
 * +1 unanimous
   * ACTION: Carlos - Respond to Andrea with the results of the vote.

 * GIMP expenditure authorization
   * The GIMP developers want to go to the Libre Graphics Meeting, and hire
an AirBNB. They would like approval of up to EUR 10,000 from the funds
earmarked for GIMP.
   * Rosanna: They