Board Meeting Minutes :: 1st March 2007

[Glynn Foster <Glynn Foster Sun COM>]

Hi,

Here's the latest minutes from the board meeting. The next meeting will be on
15th March, and the Advisory Board will join us for this.


Glynn

==

Board Meeting :: 1st March 2007

Present: Quim, Dave, Zana, Glynn, Vincent, Behdad, Jeff (:15)
Absent: Anne

1) Review of Last Meeting Actions

NEW:
    * All to continue to discuss on board-list about possible resolution of
      marketing interaction (DONE)
    * Glynn to include assigned roles in meeting minutes and put them in the
      board wiki (DONE)
    * All to list their contact phone details on the board wiki (DONE)
    * Dave to set up interview dates with Joanne as soon as possible (DONE -
      Interview planned for 6th March)
    * Dave to further discuss with advisory board about the role of business
      development officer (DONE - will be a part of the advisory board
      agenda)
    * Dave to mail Mike Milinkovitch and Donald Smith from the Eclipse
      Foundation to enquire about a grant (DONE)
    * Dave and Ben to coordinate who will man the booth at EclipseCON, and mail
      foundation-list for volunteers (DONE - Billy Biggs is getting free
      attendance, and both he and Ben will man the booth)
    * Quim to send a mail to advisory board with an informal welcome (DONE)
    * All to discuss on list about possible agenda items for the first meeting,
      and decide on a fixed date (DONE)
    * Dave to discuss with gnome-docs-list and advisory board about possible
      coordination of documentation and library.gnome.org (NOT DONE - handed
      off to Vincent/Behdad)
    * Dave to send new draft of the budget to the board with improvements, and
      later publish (DONE - Dave sent drafts v2 and v3, waiting feedback from
      the board)
    * Dave to send draft of budget announcement to board-list (NOT DONE)
    * Zana to send out annual reports by post this week (DONE - Zana has sent
      out first batch, still waiting confirmation of recipients for 2nd batch)
    * Dave to coordinate with Debian as to who will represent them at the
      Advisory Board level (DONE - Matthew Garrett has 1 or 2 people whom
      he hopes will take it on. He'd like Jordi Mas and someone else to
      take it on so that they can cover meetings if either is absent)
    * Dave to contact GNOME-Fr and decline their funding request explaining the
      situation (DONE)

PENDING:
    * Anne to sign SFLC retainer, and forward to Luis for signing (NOT DONE)
    * Quim to prepare a preliminary draft agenda for discussion on adboard the
      list (DONE)
    * Quim to contact the advisory board list and say hello (DONE)

2) Wilson-Sonsini Law Firm Meeting

   During the week, Jonathan Blandford, Luis Villa and Glynn Foster sat down
   with Darin Donovan from our pro-bono law firm, Wilson-Sonsini. They
   discussed a number of matters relating to various liabilities for the
   GNOME Foundation -

        o The board is currently unhappy about the the service that
          we get from our bank. International transfers are costing
          $50+ each, and we believe we may be able to get a better
          service elsewhere. The board proposed an action to give
          Jonathan Blandford (the current liaison with our accountant)
          explicit permission to investigate other options and provide
          a recommendation to the board. This was unanimously passed.
          This will also give us the opportunity of investigating other
          options such as signatory authority, threshold amounts for
          withdrawal purposes, etc..

   ACTION: Glynn to talk to Jonathan about organizing a review of
           bank details in preparation for a migration.

        o From our discussions with Darin, he noted that the IRS were
          now issuing a 'non-profit status' best practices guide,
          including best practices on managing financial conflicts of
          interest. Darin has sent a draft policy that the board
          needs to review on list.

   ACTION: All to review the conflict of interest policy Darin sent
           through, and think about ways to incorporate this into
           our annual board turnaround at the start of the year.

        o There was some discussion about the implications of hiring
          non-US based staff. Darin suggested that we should talk to
          our accountant as he will be used to dealing with this,
          however stressed that it may be a burden in terms of
          expense and added complication.

        o We have previously used the GNOME Foundation to act as an
          intermediate for pass through funds. This has been mostly due
          to the fact that we are one of a few organizations with
          sufficient structure to deal with this. Darin thinks this is
          not a problem, provided that we retain the oversight authority
          of what the money is being spent on and they are inline with
          the broader goals of free software.


3) Software Freedom Law Center

   Luis had a meeting with James Vasile of the Software Freedom Law Center,
   as one of the GNOME Foundation legal representatives and sent minutes of
   the meeting to the board list. We are in the process of signing a client
   agreement with the SFLC. James and Luis discussed various issues on
   which we might consult with the SFLC, including trademark, code audits,
   and patent issues.

   ACTION: All to discuss on list the various discussion points from
           this meeting.
   ACTION: Luis to follow up with SFLC on trademark and patent issues.

4) Press Interaction

   The board further discussed some ideas around the current state of the
   marketing team, particularly in regard to press releases. Jeff felt that
   we still lacked a core competency in writing them, but ideally
   marketing-list would create them, for sign off by marketing-private.
   Currently marketing-private consists of 13 people who are mostly board
   members. Jeff suggests that we need to start fresh from this and figure
   out a plan.

   ACTION: All to continue discussion of press interaction on board-list


4) Business Development Officer

   An interview has been set up with our current candidate for 5th March, with
   a time to be organized. Dave Neary, Federica Mena Quintero, Jonathan
   Blandford, and Anne Oestargaard will all attend, given they were involved
   in the interviews previously.

   Dave stressed that all board members should look into their personal network
   and figure out who might be appropriate candidates to target in the meantime.


6) Advisory Board meeting

   Quim sent out an agenda for the Advisory Board meeting, and it was agreed
   upon by the board. Quim has had a few replies from people who can attend.
   The board will meet 1 hour before the meeting in preparation. There are
   currently no additional agenda items that have come from the Advisory
   Board.


7) Preliminary Budget

   Dave sent another draft of the budget during the week, including
   additional income for programme-related income. Dave restructured the
   budget line items to group expenditures by programme, rather than by
   activity. If we are unsuccessful in our fundraising for these targetted
   programmes, we will drop them.

   Dave's current worry is the assumption that we will have a
   surplus from GUADEC. Dave mentioned that he expects the current
   GUADEC team to come up with a budget soon. Quim mentioned that we
   had about a Euro 10,000 surplus last year, and we hope to achieve
   this again this year.

   All agreed on the budget. Glynn suggested that we should pass it
   through Jonathan for an informal sanity check before making it
   more public.

   ACTION: Dave to send Jonathan the draft budget and get feedback.


9) Any Other Business

   Release Notes

   There is a worry that the release notes will not be ready in time for
   adequate translation. Some work has been done preparing a feature list
   on the wiki, but unsure where things are at and we need to ping
   Gervais. Jeff mentioned that the responsibility of writing these has
   fallen on no one - and perhaps the release team needs to take over the
   responsibility of getting someone to write them, not just from a
   schedule perspective. The current deadline to hand off to translation
   teams is Monday 5th March.

   ACTION: Quim to ping Gervais and post to marketing-list asking for
           help with this.
   ACTION: Jeff to blog a call for help on planet.gnome.org