Calling all GNOME Foundation Members,
Update 2022-05-05: Based on community feedback the board has withdrawn this proposed amendment and will make some revisions before proposing a members vote. Please see Consultation on bylaw amendment: allow non-member directors (withdrawn) - #37 by ramcq for more details.
TL;DR The Board is proposing a bylaw change that will allow non-members of the GNOME Foundation to stand for election as Directors, provided their nomination is seconded by a current member. To amend the bylaws, members have 21 days to review the proposed changes, which will be adopted at 12:00 UTC on May 16th 2022 unless enough objections are raised.
What is the proposed change?
diff --git a/foundation.gnome.org/about/bylaws.rst b/foundation.gnome.org/about/bylaws.rst index fbcb355..73c1e2c 100644 --- a/foundation.gnome.org/about/bylaws.rst +++ b/foundation.gnome.org/about/bylaws.rst @@ -54,7 +54,7 @@ As Amended on October 22, 2007. As Amended on October 31, 2012. As Amended on August 24, 2019. - + As Amended on May XX, 2022. @@ -501,11 +501,9 @@ Number and Qualification of Directors only to eliminate vacancies existing by reason of the death, resignation, removal or disqualification of one or more Directors. -2. A Director shall be a Member. - -3. The number of Directors on October 31, 2012 is seven (7). +2. The number of Directors on October 31, 2012 is seven (7). -4. No organization, corporation or similar entity, or any affiliate thereof, shall hold, directly or +3. No organization, corporation or similar entity, or any affiliate thereof, shall hold, directly or indirectly, more than 40\% of the Board seats, regardless of election results. In the event that any election of directors results in a single entity representing greater than 40\% of the Board, than the nominee representing that entity receiving the least number of votes, shall be @@ -520,8 +518,8 @@ Number and Qualification of Directors -Election and Term of Office of Directors ------------------------------------------ +Nomination, Election and Term of Office of Directors +---------------------------------------------------- 1. For the purpose of staggering the Directors’ terms of office with one-half (1/2) of the Board of Directors eligible for election or replacement every two (2) years, @@ -541,11 +539,15 @@ Election and Term of Office of Directors two (2) years as may be necessary to maintain equality in numbers among classes of Directors. +2. A person intending to stand for election as a Director must nominate themselves in writing, + and their nomination must be seconded in writing by at least one voting Member in good + standing in order for their candidacy to be valid. Candidates for election may not second + anyone else's nomination to stand in the same election. -2. Directors shall be elected by the membership in accordance with the rules set forth on - http://foundation.gnome.org/electionrules.html. +3. Directors shall be elected by the membership in accordance with the rules set forth by the + Membership and Elections Committee. -3. Each Director shall serve until their successor is duly elected and qualified or until their earlier +4. Each Director shall serve until their successor is duly elected and qualified or until their earlier death, resignation or removal. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.
This can be viewed in PR form on GitLab.
Why is this change being proposed?
In the last 5 years or so the GNOME Foundation has evolved from having one staff member and a Board very involved in day to day operations, to having an Executive Director and being able to employ a handful of staff members. This has allowed the Board to increasingly move its focus to the role that a nonprofit board is supposed to have: governance and oversight.
To ease this transition, the last two groups of Board members have completed the BoardSource’s Certificate of Nonprofit Board Education where we have learned how other non-profits and professional boards operate effectively. In this process we learned that one of the most fundamental aspects of a sustainable foundation is having Board members that have nonprofit and fundraising experience.
Directors are expected to help raise funds from new sources and take the message and ideals of GNOME and Open Source software to new, wider audiences that we can help. The GNOME Foundation has been exploring themes such as affordability, privacy, and education as promising areas for new programs that broaden our impact. The goal is to find projects and funding that allow us to both invest in the GNOME community and find new ways for FOSS to benefit people who aren’t already in our community.
While our community is made of very talented individuals from various walks of life, we have traditionally struggled to attract a good number of experts in impact programs, nonprofit fundraising and community governance. By allowing non-members to be directors, we can encourage applications from people outside our community who bring new skills and perspectives. Individuals with previous nonprofit, commercial or financial experience can help us build partnerships, raise funds, achieve our strategic goals and fulfill our mission.
Why is this proposal being made now?
The Board and Governance Committee has been planning this change for around a year, and it was announced in last year’s AGM. The Board would like to complete the bylaw amendment process before nominations open for the 2022 Board of Directors elections. We are in touch with potential candidates who would become eligible to stand for election should the amendment be adopted.
How do I comment upon or ask questions about the proposal?
This Discourse thread is the preferred forum for discussion.
How do I formally object to the proposal?
Only Foundation Members listed at Membership – The GNOME Foundation as of April 22nd 2022 may raise an objection. If 5% of registered members object, we will arrange a vote. If you wish to object, please e-mail firstname.lastname@example.org to register your objection before 12:00 UTC on May 16th 2022.
President, GNOME Foundation Board of Directors