Minutes for the Board Meeting of July 24, 2012

[Emmanuele Bassi <ebassi gmail com>]

wiki: https://live.gnome.org/FoundationBoard/Minutes/20120724

= Minutes for Meeting of July 24, 2012 @ GUADEC =

== Next Meeting ==

 * Friday, August 10, 2012?

== Attending ==

 * Andreas Nilsson
 * Bastien Nocera
 * Emmanuele Bassi
 * Joanmarie Diggs
 * Karen Sandler
 * Rosanna Yuen
 * Seif Lotfy
 * Tobias Müller
 * Shaun !McCance (later by phone)
 * Brian Cameron (later by phone)
 * Stormy Peters (later by phone)

=== Regrets ===

 * Germán Póo-Caamaño
 * Ryan Lortie

=== Missing ===

== Board Meeting Agenda ==

 * Bylaws
   * Status of the bylaws
   * Lots of updates: typo fixes, updates after the referenda (2004, 2007)
   * Send the diff to foundation-list before GUADEC starts
   * Announce the objection period
     * If less than 5% of the members object, the amendments pass
   * Also present the amended bylaws at the AGM
     * Hard copies may be necessary for quick reference and reading
   * Bastien pointed out an issue with a member of the membership and
election committee also running for the board
     * It should be noted in the election material (and/or the bylaws?)
     * Should be decided on a case by case basis
     * The new bylaws have been updated to include the role of the
membership committee
     * In a case of potential conflict of interest, the membership
committee will defer to the board
   * Karen pointed out that the current bylaws after the referendum of
2007 allow for directors to hold their post for up to 2 years
     * Introduced to allow moving the beginning of the board
operations from January to July
     * It would allow staggering the board, and avoid situations like
the whole board changing

 * Meetings for the board of directors
   * Bylaws match California law of requiring official meetings to
happen by phone or in person
   * This does not match the reality of the board meetings
   * Karen asked the SFLC for a way to update the bylaws to allow IRC,
email, and other electronic communication
   * We can form a committee for decisions that need to be made in
between board meetings, and make the current board members part of
that committee
     * To ensure paper trail the decisions made by the committee will
be appended to the follow board meeting minutes
   * '''ACTION''': Karen to send the proposal to form a committee for
out-of-board-meeting decisions to foundation-list

 * Roles & Responsibilities
   * https://live.gnome.org/FoundationBoard
   * Four positions:
     * Chairman/President: Andreas
        * Thank you to Brian for serving the prior years
     * Vice-president: Bastien
        * Thank you to Bastien for serving the prior year and for
volunteering to continue
     * Secretary: Emmanuele
        * Thank you to Emmanuele for serving the prior year and for
volunteering to continue
     * Treasurer: Shaun
       * Thank you to Shaun for serving the prior year and for
volunteering to continue
   * Also, we need to assign the role of supervisor/liaison for the ED
     * Karen proposed that the role could be rotated between all directors
   * Who is going to handle the IRC meetings?
     * Should we have IRC meetings?
     * They require an agenda published well in advance
     * '''ACTION''': Andreas to put the IRC meetings on the agenda

 * Each director used to be assigned to a specific aspect of the
foundation (events, press, marketing, ...)
   * It eventually got dropped, but it may be good to bring it back
   * Especially to keep the board in the loop during Karen's maternity leave
   * Also to keep the response time of the board down to a minimum
   * macro Current areas:
     * Development
     	* Primarily it's our contact with the Release Team
     	* Also facilitation and help on request connecting either
internal GNOME teams/people and external development collaboration
projects like freedesktop.org, desktop architects and so on.
     * Events
     	* Contact with GUADEC, Boston Summit and any event with GNOME
participation
     	* Answering requests for funding actions / people in conferences.
     * Infrastructure
     	* Contact with the Sysadmin/Infrastructure Team, servers
ownership and anything related to hardware and hosting.
     * Legal
     	* Contact with the [Legal Team], copyrights and licensing.
     	* Anything where a lawyer may help.
     * Marketing
     	* Contact with the Marketing Team, budget for merchandising, campaigns.
     * Media
     	* Contact with the current marketing-private, Press team and
Press contact.
     * Relations
     	* Contact with the GNOME ecosystem of free software
organizations, companies, public sector, university...
     	* Something like a Foreign Affairs Ministry.
   * There is overlap, and there are teams and committees already
covering some of those areas
   * Proposal: should we redefine the macro areas to map to the
existing teams, and assign each director to act as a liaison for each
team?
     * For missing areas, the board should create teams to cover them
     * Case study: KDE Community Working Group
   * Proposal: for direct questions asked on board-list
     * 48 hours response limit by a director responsible/interested in
a specific area
     * generally reply to board-list so that people know that an issue
has been taken care of
     * If no response arrives, the Chairman/President steps in
   * We could have some tracker system to avoid losing issues/track
the progress of the action
   * Macro areas should be re-evaluated, and determined from the
emails received on board-list over the last year
   * '''ACTION''': Joanie, Seif to go through the board-list archives
to categorize the types  of contacts and come up with the various
areas
   * '''ACTION''': All directors should discuss the first-response
contact for emails

 * Minutes taking process
   * Clarifications between Emmanuele and Tobias about the secretary
job/minutes taking process

 * eZoom
   * This is the work that was funded by F123 (at the same time as the
$10,000 was committed from Mozilla).
   * Karen checked in with Fernando Botelho, at F123, who said that
they thought the work was well completed, and the a11y team confirmed
that the work was completed as per their expectations.
     * We are waiting for the invoice from the contractor
     * A previous board already voted for the expense

 * Annual Report
   * Annual Report it's done and should be printed in time for the
Advisory Board meeting.

 * Friends of GNOME logistics/CiviCRM upgrade.
   * Discuss procedure in evaluating possible contractor.
   * Previously selected contractor was dropped
   * We can use some of the money from the sysadmin campaign
   * We need to use a tracking system to avoid dropping donation replies
   * We need integration between CiviCRM and PayPal
     * The reason we use CiviCRM is because other non profits use it
(Wikipedia, EFF), and we can share knowledge and modules
     * There are other free and open tools, but are not up to the task
     * There are also non-free tools, in case we cannot make CiviCRM work
       * We should not be using a non-free service, but the issue is
hurting us and our contributors
   * '''ACTION''': Karen to investigate alternative solutions for
CiviCRM (security, reliability)
   * '''ACTION''': Karen to contact foundation-list to get feedback for CiviCRM
   * '''ACTION''': Karen to contact sysadmin team to evaluate existing
contract proposals

 * Trademark
   * Karen is working with the SFLC to renew the GNOME trademarks.
   * Nothing to discuss

 * Friends of GNOME A11y campaign
   * The campaign is almost over.  Need to wrap it up.
   * $19,826.70 - only $173.30 to go! Almost there!

 * Programs
   * Accessibility project
     * How to invest a11y funds from Mozilla and the FoG campaign.
     * Original (pre-FoG) list of candidate projects:
https://live.gnome.org/Accessibility/Marketing/FoG
     * The A11y team started going through the original projects at
the end of the FoG campaign:
https://live.gnome.org/Accessibility/AfterTheFoG
       * They will fill out the list at GUADEC
     * '''ACTION''': Joanie to work with the A11y team to write
proposals for using the Mozilla and FoG money
     * Combining the Mozilla (10k) and FoG campaign money (20k) could
give us access to better bids
       * The task should be relevant to Mozilla as well

 * Budget
   * We are not losing money yet, although very large expenses like
GUADEC are not yet in the calculation
     * The profit made at the Desktop Summit covered the expenses
   * We can afford employees for the rest of the fiscal year without problem
   * But the next year will be tougher because we are expecting a lesser income
   * We have enough reserves to live off for a year or two
   * It has been a tough year for fund raising all around
   * We should start contingency plans
     * Increasing revenues
     * Decreasing spending, ideas include:
       * cutting staff expenses is the most obvious thing, i.e.
cutting Karen's time
       * programs like OPW (run twice a year so far)
         * get interns sponsored by other organizations, and provide
infrastructure and marketing
         * add an administrative fee
   * It does not seem that this year's GUADEC is going to be
profitable - but it should cover the event expenses
     * Very hard to find sponsors
   * Seif might have an idea related with an event in Egypt
     * Host a mini-conference within a bigger IT conference
     * '''ACTION''': Seif to get more information on the event and
create a proposal about a possible event in Egypt
   * Andreas also may have some contacts for funding
   * Proposal: form a fund raising committee
     * Right now, Karen is the only person working on this
     * Having two more people would be best to contact existing
sponsors and new ones
     * Brainstorm about new revenue options
     * Keep relationship with the AB members
   * Review the financial situation in six months time

 * Advisory Board
   * Agenda
     * Welcome & Introduction (Karen) (10:00h)
     * Annual report (Karen)
     * Key action items update from the board (Karen)
       * Reference testable system (Bastien)
       * Web statistics (Andreas)
       * Budget/financial (Shaun)
       * Programs and events (Karen)
     * Presentations from the AB members (11:00)
       * FSF
       * Collabora
       * debian
     * Lunch (13:00)
       * Red Hat
       * Igalia
       * Canonical
       * SUSE
       * Sugarlabs
     * Face to face meetings
     * Hackfests
   * Organizational issues:
     * Coffee, water and pastries are provided by Igalia
     * Someone to check the projector to work properly and serve as backup
   * Need to schedule more regular meetings.  GUADEC will be the
second Advisory Board meeting of 2012.
   * How to improve the Advisory Board?
   * How to open the Advisory Board to companies that may be
interested/provide value?
   * Advisory Board fees may be too high for small companies.
     * There exists a sliding scale, but it is not very granular.
Some organizations like FSF do not pay a fee.
     * Should the fees be more flexible or staggered?  Perhaps a lower
fee for companies that are indirectly associated with GNOME.
     * Consider more bundling of advisory board fees with event
sponsorship.  Advisory board members typically prefer to be contacted
one time a year.
     * We spent a lot of energy trying to justify the existence of the
AB to the AB members
     * The AB may need to become a venue for companies to talk to each other
     * Separate the money from the conversation
     * Potential for hardware companies/OEM to get into partnership
programs with GNOME without having them on the AB
       * e.g. developer programs/discounts for Foundation members
     * Have multiple in person AB meetings
       * In person meetings are far more productive (and candid)
       * Co-locate at different conferences (Linux Foundation
Collaboration Summit, Linux Kongress, ELC)
       * Also invite companies not on the AB
       * Other events may not be attended by every AB member, but so is GUADEC
     * Contact other foundations to share advisory board members
       * e.g. Tor
     * Contact government agencies

 * Events
   * GUADEC 2013
     * Bidding Process.
     * Intent to bid received from:
       * Brno
       * Strasbourg
     * Interview potential bidders.
   * GUADEC 2012
     * Board meeting on July 24th.
     * Advisory Board meeting on July 25th.
     * Should we do something special for the i18n team at GUADEC?
       * Suggestions include a special recognition at the AGM or a
thank you dinner.
     * Who should get the Thank You Pants?
   * GUADEC 2010
     * Reinout van Schouwen contacted the board indicating that the
GUADEC 2010 (Den Haag) organizers were not fully compensated for
expenses.
     * The details should be clear now and the board must vote how
much should be the compensation.
   * Boston/Montréal Summit 2012
     * https://live.gnome.org/Boston2012
     * Seems there is interest in doing a Boston Summit and
alternating locations going forward.
     * live.gnome.org wiki needs work (sponsors need to be removed
until ones can be lined up for this year).
     * Can we avoid the Grace Hopper date conflict.
       * https://mail.gnome.org/archives/foundation-list/2012-April/msg00023.html
     * Need to announce.
       * Time is becoming a factor.  Attendees will have a harder time
planning travel the longer it takes to plan.
     * Should encourage more discussion and planning on boston-social.
 Board members should ask questions there.
       * https://mail.gnome.org/archives/boston-social/

   * Hackfests
     * https://live.gnome.org/Hackfests
     * Docs Hackfest @ !OpenHelp, Cincinnati, OH, USA, August 13 - 15.
       * https://live.gnome.org/Hackfests/OpenHelp2012
       * Seeking funding of $7100.
       * Germán, Brian, Stormy gave a +1. Need to retake the vote with
the new board.
     * Usability Hackfest @ A Coruña, July 24 - 25.
       * https://live.gnome.org/Hackfests/UXACoruna2012
       * Does this event need any support during GUADEC?
     * Not so many hackfests planned for 2012.
       * Good topic to discuss with the Advisory Board.
         * What would they see as Hackfest topics that would more
clearly add value to what The GNOME Foundation provides?
       * Ideas for hackfests:
         * Wayland Hackfest.
         * Desktop Roundtable Hackfest organized with FreeDesktop.
         * Marketing Hackfest.
           * A marketing hackfest is long overdue and Karen would
benefit from face-to-face time with marketing leaders.
         * WebKit hackfest (it had happened every year for the last 3 years).
         * Mono/Gtk#/Banshee hackfest.

 * Transition
   * Transitioning wiki authorizations
     * It is only needed to update
https://live.gnome.org/FoundationBoard/CurrentBoardGroup
       * '''ACTION''': Andreas to put "changing the wiki ACL" on the
agenda for the next meeting
   * Directors who are stepping down have Action Items and ToDos
people.  Need to transition them, or decide they are done
    * It turns out that the action item generally do not contain much
context to simply reassign them
     * '''ACTION''': Andreas to put "going through the pending action
items" on the next meeting's agenda
   * Transitioning mail responsibilities.  Only current board members
should be administrators and moderators for:
     * board-list
     * board-only
     * advisory-board
     * '''ACTION''': Brian to hand over to Andreas and Bastien the
password for the board-only mailing list
   * Take photos to fix bug 670619.  Do not be scary.

== Completed Actions ==
 * Joanie - Worked with Karen to put together a proposal and ask for
sponsorship for a dinner for the i18n team at GUADEC.
 * Joanie - Submitted the draft for the GUADEC 2013 bid announcement
and plan to board-list. Announcement was sent to the Foundation and
Foundation Announce lists.
 * Joanie - Contacted Petr Kovar to come up with a plan for i18n.
 * Karen - To contact GIMP, GStreamer, and !PiTiVi to outline the
board's thoughts about earmarked fund raising.
 * Karen - To finalize the design of the report with Andreas.
 * Karen - Will put together a proposal on how we should update the
bylaws to improve voting.
 * Karen - To follow up with accountant about classifications.
 * Tobias - To step up to replace Brian as the contact between the
Board and GNOME.Asia.

== Status of action items ==
 * Bastien - To contact the BBC to discuss about possible
collaboration in working directly with GNOME.
 * Bastien - Reach out to the GNOME Advisory Board via email to see if
they can help out with providing contacts at Yahoo.
 * Bastien - To contact the GUADEC 2010 organizers to get further
clarification on the discrepancy between agreed and effective
compensation.
 * Emmanuele - Will audit the current donors and check that everybody
received their benefits.
 * Karen - To look into Google Checkout as an annual payment option for FoG.
 * Karen - To finish the Privacy Policy, get review from James Vasile, etc.
 * Karen - Follow up with getting Alan Day and Sumana Harihareswara to
sign the Copyright Assessment from SFLC.  Transferred from Brian.
 * Karen - To continue working with Justin about renewing the old trademarks.
 * Karen - Will reach out to Mozilla to find advice about negotiating
partnerships.
 * Karen - To talk to a11y team for the end of the FoG campaign.
 * Karen - To contact Colin to announce the Summit.
 * Karen - To continue following up with CiviCRM contractors.
 * Karen - Develop trademark usage forms for common use cases. James
Vasile from legal is working with Brian on this.
   * This has been done.  Will close once the Foundation website is
updated, refer to bug #644932.
   * https://bugzilla.gnome.org/show_bug.cgi?id=644932
 * Karen - Check records of organizations with existing contracts to
use the GNOME trademark. Taken over from Vincent Untz. Look at the
archives in 2005 and try to determine which companies can use the
GNOME trademark. Know what kind of contracts we had with them.
 * Karen - Develop trademark usage forms for common use cases.
   * This has been done.  Will close once the Foundation website is
updated, refer to bug #644932.
   * https://bugzilla.gnome.org/show_bug.cgi?id=644932
 * Karen & Tobias - To draft a proposal for an update of the by-laws at the AGM.
 * Rosanna - Automate the process of entering !PayPal information into !GnuCash.
 * Rosanna - Will apply for the GNOME credit card.
 * Shaun - Will post the January 18th, 2012 IRC meeting minutes.
 * Shaun - To contact Dave Neary and Ekaterina Gerasimova to get a
list of attendees to get feedback for the summit.
 * Shaun - To help out extracting the GNOME respondents of Describe
FoundationBoard/Minutes/20111115 here.the Desktop Summit survey.
 * Shaun - To contact the previous editors of the Annual Report to
gather a better picture of how to move forward.
 * Shaun - To coordinate with Germán to write a report for the
Financials section of the Annual Report.
 * Shaun - To start a discussion with Andrea about the Emeritus status.
 * Shaun - To finish the Financial section of the Annual Report before
the end of the week (week 20).
 * Shaun - To review the Desktop Summit draft before the end of the
week (week 20).
 * Shaun & Karen - Will work on submitting the financial report.
 * Shaun & Karen - To have a run-through over budget items.
 * Shaun & Karen - To review the Financial section of the Annual Report.
 * Karen - to make LWN integration with CiviCRM one of the
requirements for the contracted project
 * Stormy - To create a wiki page on the web services accounts holders.

=== New Action Items ===
 * '''ACTION''': Andreas to put "going through the pending action
items" on the next meeting's agenda
 * '''ACTION''': Karen to send the proposal to form a committee for
out-of-board-meeting decisions to foundation-list
 * '''ACTION''': Andreas to put the IRC meetings on the agenda
 * '''ACTION''': Joanie, Seif to go through the board-list archives to
categorize the types  of contacts and come up with the various areas
 * '''ACTION''': All directors should discuss the first-response
contact for emails
 * '''ACTION''': Karen to investigate alternative solutions for
CiviCRM (security, reliability)
 * '''ACTION''': Karen to contact foundation-list to get feedback for CiviCRM
 * '''ACTION''': Karen to contact sysadmin team to evaluate existing
contract proposals
 * '''ACTION''': Joanie to work with the A11y team to write proposals
for using the Mozilla and FoG money
 * '''ACTION''': Seif to get more information on the event and create
a proposal about a possible event in Egypt
 * '''ACTION''': Andreas to put "changing the wiki ACL" on the agenda
for the next meeting
 * '''ACTION''': Brian to hand over to Andreas and Bastien the
password for the board-only mailing list

== Discussed on the mailing list ==

 * GUADEC 2013 intent to bid received from:
   * Brno
   * Strasbourg
 * Preparing for the GUADEC advisory board agenda.
 * Discussion about hackfest ideas.
 * Planning for an outreach yearbook.

ciao,
 Emmanuele.

-- 
W: http://www.emmanuelebassi.name
B: http://blogs.gnome.org/ebassi/