= Foundation Board Minutes for Monday 23 September 2019, 15:30 UTC =
== Attending ==
* FedericoMena
* AllanDay
* BrittYazel
* TristanVonBerkom
* CarlosSoriano
* NeilMcGovern
* RosannaYuen
* PhilipChimento
* RobertMcQueen
== Agenda ==
* Approve draft meeting minutes of 21 August, 2nd September, 9th September
* Travel spending authorization for board hackfest 2019
* Allocate travel budget for GNOME.Asia 2019
* Code of conduct
* Adjust spending authorisation limits
* Announcements
== Minutes ==
* Approve draft meeting minutes of 21 August, 2nd September, 9th September
* Allan and Tristan have submitted some minor textual clarifications.
* Minutes are approved, with the proposed amendments.
* Travel spending authorization for board hackfest 2019
* We propose approving travel spending for Neil, Rosanna, and all directors, under the Foundation travel policy, to attend the board hackfest which is co-located with LAS. We are proposing to use the Foundation travel policy in order not to have the costs come out of LAS's travel sponsorship budget by requesting sponsorship. See
https://gitlab.gnome.org/Teams/Board/issues/117.
* Carlos and Britt aren't able to attend.
* Rosanna wants to know if she should attend.
* Philip: If two directors can't make it, should we look for a different date and location?
* We decide to revisit the decision to organize the hackfest at LAS, and hold an informal poll to see if attaching it to another event would be better.
* '''VOTE:''' Approve travel spending for all directors and Neil and Rosanna, under the Foundation travel policy, to attend the next board hackfest.
* +1 unanimous
* Allocate travel budget for GNOME.Asia 2019
* The GNOME.Asia budget originally didn't include a travel sponsorship budget. We propose allocating USD 9,000 for GNOME.Asia travel sponsorship. See
https://gitlab.gnome.org/Teams/Board/issues/127.
* Philip: Sometimes GNOME Asia has allocated travel budget within its own budget, and sometimes from the travel committee's budget. I'm all in favour of allocating more money for travel sponsorship, but we should consider this a change of plans rather than an oversight.
* Allan: If there was an oversight here it was the board's oversight; we should add this to the bid checklist so it's always included in future.
* '''ACTION''': Allan will move that forward.
* Tristan: as an anecdote, when GNOME Asia was in Seoul they didn't know I lived there, and thought that it would be very expensive to bring me to the conference. Allocating more money to GNOME Asia may make it easier to bring people from Europe/Americas to the conference.
* Carlos: Where does the amount come from?
* Allan: From Rosanna.
* Philip: treasurer, does this amount make sense?
* Neil: The amount makes sense; this has been inconsistently applied in the past and we'd like to see it consistent. The funds are also coming out of next fiscal year's budget.
* VOTE: allocate USD 9,000 for GNOME.Asia 2019 travel. This is to be managed as a separate budget by the Travel Committee.
* +1 unanimous
* Code of conduct
* See
https://gitlab.gnome.org/Teams/Board/issues/112 for discussion and background.
* Federico: I've been reading the comments that everyone gave on the !GitLab issue and have sent some of them on to our consultant Sage Sharp.
* Federico: Question about scope for speech that happens outside of the umbrella of the GNOME project. Sometimes it's clear cut, e.g. hate speech on a personal blog; sometimes not, e.g. posting to a random mailing list of another project.
* Carlos: When we previously discussed this, you said you would consult with Sage, did that happen?
* Federico: Sage's contract ran out of billable hours.
* Carlos: This sounds like something to contract with them on, but also a question that the board can weigh in on. I am leaning towards erring on the side of not overreaching, but at the same time I don't like the consequences of that.
* Neil: It needs to be treated on a case by case basis. If a GSoC student publishes hate speech on their blog hosted outside of
gnome.org, it's very different from if I were to publish hate speech on my blog no matter where it's hosted, with a different reflection on the project and a different effect on project participants.
* Tristan: What about the power to order the refund of travel sponsorship funds?
* Neil: Separately from this, we can add to the travel sponsorship text that the sponsored individual must behave representatively of the GNOME Foundation and abide by the code of conduct.
* Allan: We'd be trusting the committee to apply the rules proportionately. This might apply, for example, in the hypothetical case where we paid for a speaker who came under false pretenses.
* Tristan: There is a possible point of failure in trusting the committee, could we require the board to vote on some of these sanctions?
* Someone mentioned we are delegating these powers to the committee specifically because there may be a conflict of interest with the board of directors.
* Philip: We do have a conflict of interest policy, so if a director was involved we'd require that they recuse themselves.
* Rosanna: In that case, the recused director could still read the minutes, and that would be a breach of the privacy of the person making the report.
* Philip: As for trusting the committee, trust is always a weak point; the code of conduct is subjective and so it's possible for someone acting in bad faith to get on the committee and weaponize the framework of the code of conduct, just like it's possible for someone acting in bad faith to be elected to the board and weaponize the board's legal framework to undermine the GNOME Foundation. I don't think it's possible to prevent that 100%, without restricting the framework to the point of uselessness.
* Allan: In previous discussions we talked about doing a community consultation, should we do this?
* Federico: Sage suggested consulting community members from underrepresented minorities.
* Carlos: I think if we did a consultation, we'd need to request feedback from the whole community.
* Rob: I disagree, either we are confident that we have the support of the community to do this, or we are not in which case we shouldn't do it in the first place. I believe we have the support from the community.
* Federico: We appointed Sage specifically because of their professional expertise in the area.
* Allan: For the events code of conduct, we did solicit emails, we got about 3 or 4 and some contained comments that were useful.
* Tristan: I agree with Rob, it would be better to move ahead.
* Philip: I wouldn't be opposed to having a community consultation as Allan described, but I don't think it's a requirement to move forward if most are not in favour of having one.
* Tristan: Can we say something about replacing the events code of conduct?
* Federico: We'll discuss in the next committee meeting how to move forward with that.
* Allan: We can add a statement of intent to the vote.
* Philip: I mentioned on IRC that we may not be able to delegate the power to remove Foundation membership without changing the bylaws.
* We add a separate point to the list of delegated powers for recommending Foundation membership removal to the board, instead of removing the membership.
* Allan: If the committee decides that travel funds need to be repaid, will we actually see any of that money?
* We decide to keep this in.
* Federico: What is our policy on minor changes to the code of conduct?
* We add a separate point to the list of delegated powers for the committee to make minor edits.
* '''VOTE''': Adopt the proposed code of conduct, as set out at
https://people.gnome.org/~federico/misc/gnome-coc/index.html for the online spaces detailed therein. Request that the Code of Conduct Committee returns to the board with any modifications necessary to implement as an events code of conduct from Jan 1st 2020. Delegate the following powers to the Code of Conduct Committee:
* Issue warnings
* Ban individuals from specific communication channels
* Ban individuals from attending, speaking at or volunteering for GNOME events
* Remove talks, slides, videos or other content from GNOME infrastructure
* Withholding an offered reimbursement or requesting the refund of funds given to individuals by the GNOME Foundation
* Revoke sponsorship or promotional agreements
* Issue permanent or temporary bans on the use of some or all GNOME infrastructure
* Remove moderator or administrator rights for GNOME infrastructure
* Remove individuals from community or Foundation positions, or membership of Foundation groups or organisations
* Recommend to the board that an individual is removed from Foundation membership, committee or officer role
* Issue statements, which can include accounts of Code of Conduct incidents
* Make minor editorial changes to the Code of Conduct to address clarity issues
* +1 unanimous
* '''ACTION''': Federico will create a !GitLab issue to draft an announcement.
* Adjust spending authorization limits
*
https://gitlab.gnome.org/Teams/Board/issues/124 * Deferred.
* Announcements
* Allan: The next board meeting will be 30 September 2019. This is scheduled to be a working session, but will be a regular meeting due to the number of outstanding agenda items.
* Allan: We have two bids for GUADEC 2020 and will be looking to make a decision soon; directors are encouraged to look over the bids; see
https://gitlab.gnome.org/Teams/Board/issues/121.
== Actions ==
* '''Federico''' - Create a !GitLab issue where we can draft the announcement of the code of conduct.
