Consultation on bylaw amendment: allow non-member directors (withdrawn)

Community Elections and Referendums
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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Update 2022-05-05: Based on community feedback the board has withdrawn this proposed amendment and will make some revisions before proposing a members vote. Please see Consultation on bylaw amendment: allow non-member directors (withdrawn) - #37 by ramcq for more details.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 board@gnome.org to register your objection before 12:00 UTC on May 16th 2022.

Many Thanks,
Rob
President, GNOME Foundation Board of Directors

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It’s a great idea to get more people involved in GNOME with nonprofits and fundraising experience!

I do worry about this proposal though. GF Membership is earned through any kind of contribution to GNOME, whether it be coding, design, marketing or fundraising. Why do we think that we can get people to contribute nonprofits and fundraising skills as a member of our board if we can’t get them to contribute as a volunteer? In order for a board member to help our community they will need to understand how our community works and what GNOME is all about. The rule that directors be members assures that all directors have this basic knowledge and that they’ve demonstrated a willingness to actually put in some time to help GNOME. When orgs appoint board members that are not connected closely with the mission or the community, those directors often are a lot less engaged. They propose ideas that are not closely aligned with the community’s values and they take up a lot of meeting time of having things explained to them.

Perhaps a better idea could be to establish fundraising or governance committees? Anyone who joins will then be on a path to become a GF member. The board can also invite any of those experts to advise them or even hire nonprofit and fundraising professionals to support the organization.

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Hi Karen, thanks for engaging with the discussion here, I really respect and appreciate your input.

It’s also completely possible to find directors from within the member base who don’t fully engage in some of the aspects of being a director, or it’s not at all what they expected, or some combination thereof. This is likely also compounded by the nature of what the board is doing - or trying to do - changing substantially over the past few years I’ve sat on it as well.

Our BoardSource self-assessment last year indicated a consensus that the board thought we had improved in several areas, and indicated others where we had more work to do! Board meetings where people are too quiet, or agree too quickly, make me very nervous that we’re not doing the most rigorous job we can at generating and evaluating ideas.

The governance committee members can weigh in here if they wish, but my understanding is that they did also consider the idea of directly appointing directors as a way to seek specific skills or experience by adding individuals to the board to supplement to the elected seats. This felt far riskier in the ways you describe, in terms of someone who looked good or well-connected “on paper” but didn’t click and have a good values alignment in the organization.

Introducing potential external candidates to the existing election process means that any appointments go before the foundation membership to be vetted, considering the relevance of their experience, reputation, alignment to the mission and values held. Partly as a result of the pro-active membership renewal process, the foundation enjoys pretty high voter turn-outs and engagement in the election process than some nonprofits.

In practice I don’t expect this to be a revolutionary change as I think a significant number of votes will continue to go towards people known within the GNOME community, particularly if their platforms speak well to the concerns of the members who are voting. But if we could have just one or two directors drawn from a wider pool, I think this will bring some “fresh air” and different ideas/opinions into the board meetings, and could improve our opportunities to connect with the outside world we hope to better serve.

(We did for a period of time have a fundraising committee but it never grew its membership beyond those individuals who were already the ones involved in pursuing sponsors, particularly for events, so it didn’t really impact the status quo and was disbanded, and our current governance committee is a subset of the board. Looking to bring external experienced advisors into those committees is, regardless of the above outcome, a fantastic idea.)

Thanks,
Rob

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Hi Rob,

I appreciate the argument being made for this change, but I worry how it will work with regard to our election based board membership process. I already fear that election driven board membership can come down more to a popularity contest than one based on professional merit, and I worry that this change can end in a few ways:

  1. Someone relatively unknown from outside the community runs for the board and is not elected despite perhaps being perfectly qualified and experienced for a membership on the board.
  2. Someone VERY known from outside the community (I’m thinking some popular or controversial personality in the media) runs for the board and is easily elected despite perhaps being entirely unqualified for a membership on the board.
  3. Someone VERY known from outside the community runs for the board and does not secure enough votes for membership, but does pull votes away from other candidates in such a way that a less qualified and generally less popular candidate is able to garner the votes to succeed in an election. (This one is less of a concern, but it is a possibility nonetheless with our ranked system.)

Granted, I’m not one to decide policy decisions based on fear and uncertainty alone, but it does concern me having an unqualified and non-contributing person elected two the board for two years based solely on name recognition. That said, this scenario isn’t impossible even with the bylaws as they stand today, albeit the person has to at least have done the bare minimum to have attained membership at least.

What do you think the practical odds of a highly qualified, yet unknown to our community, candidate actually successfully getting an elected board seat over, say, a less qualified but popular member that’s already been a part of our community for years? Not that I don’t have the utmost confidence in our membership base, but from personal experience having run in two board elections it did feel that the “get to know the candidates” period of the election cycle is particularly unengaging, and candidates more often than not are voted based on existing status and opinion, not their ideas, experience, and answers to the written statement and questions.

So I guess the real crux of my concern is with the election process itself not being based on merit but rather popularity, and, with regard to the issue at hand, I worry how the two will co-exist if the former is not addressed in some meaningful way.

Thanks for reading!

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Hi Britt,

Thanks for engaging with the discussion, it’s great to hear from you.

I have some good news in as much as your #3 concern doesn’t happen in the single transferrable vote system that we use - if a voter’s preferred candidate doesn’t reach the necessary quorum and is therefore eliminated, or a candidate wins and secures a seat, everyone’s votes are re-counted examining the lower preferences. Ie, if you vote for “plucky underdog” followed by “safe pair of hands” followed by “unfavoured character”, then even if plucky underdog loses and is eliminated, your preference for “safe pair of hands” over “unfavoured character” is still counted and will help “safe pair of hands” win. So there’s no concern that adding more candidates into the election could cause a mutually disfavoured candidate to win - there’s no benefit to tactical voting in our system - you can just rank directly in your preference order.

More generally I feel like your concerns about the election and whether members consider - or don’t consider - the “right” aspects that may benefit the foundation more, is a fact of life when it comes to democratic systems. The best way to address this is to ensure clear communications and making people are well-informed about the issues and goals that the board has set for the foundation together with the ED. We’re working on some updated communications about our vision and strategy to provide some more depth around where we’re hoping to from here with the new ED search.

Also, I’d love for the governance committee to maybe share a little about some of the things they’ve been considering around board composition and skills - this change is one that necessarily we need to consult publicly about ahead of the election due to the bylaw change, but my understanding is that they’ve also considered - and may come back to in future - is the idea of a nomination committee whose job is to secure nominations for director candidates that they think would improve the experience, skills and representation on the board, and essentially promote/support the strategy that the board is trying to implement.

(Incidentally, this is why in our bylaw amendment, people who are standing for election are not allowed to second candidates - directors who sit on the governance committee and are standing for election should, clearly, recuse themselves from any communications with members about prospective candidates!)

Of course this then gets filtered through the voting members to decide if they agree with this steer or not; ie “yes we like the way you’re going and want to see more of this” or “no I don’t agree with this direction or that this person would do a good job” - but that’s right! The members are the ones who contribute to GNOME and should have front seat in deciding where the Foundation is trying to go. We’re not likely to suggest big changes to how our elections work, because they have pretty great properties of transparency and accountability that we don’t want to move away from.

If you think candidates don’t get queried enough, get grilling?! :slight_smile: I wonder if we could do some Matrix “meet the candidate” events or similar?

Cheers,
Rob

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9 posts were split to a new topic: Bylaw amendment mechanism and transparency

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Right, I can talk a little bit about this since I did some of the research in the governance committee, although I’d also love to hear from my fellow committee members as well. A lot of the organizations that we looked at, have some sort of skills profile that they use to inform their policy for developing potential board candidates in the future. For example, if “Grant writing experience” is part of the board skills profile, that means the board tries to ensure that, say, 2 or 3 of the 7 seats are filled by someone who has this experience. The idea is to use the question “which of these skills are least represented in the board?” to direct the search for future candidates.

I saw one nonprofit, for example, that took this very seriously, requiring candidates to rate themselves on each of the skills in their skills profile, in their nomination statement towards the membership. We’re not at a point where we could do that yet, since we are still defining a skills profile that would be right for the GNOME Foundation, but I personally think it’d be good to move in that direction.

Rob mentioned some of the skills that we are looking for that we have so far struggled to attract from the ranks of the membership. There are easy avenues for people with hacker, UX designer, community manager, or many other skills oriented towards building GNOME the software or GNOME the community, to become Foundation members — just start contributing to one of GNOME’s many projects or communities in their spare time or through their work. This is a well-known, well-documented, and well-trodden path. That’s not the case for people whose specialty is something like grant writing or fundraising or nonprofit governance: skills that are oriented towards building GNOME through the GNOME Foundation. While it’s possible for people with those interests to become Foundation members, and in fact does happen (there are at least three nonprofit executives that I know of who are Foundation members just participating in this very thread), it’s not as well-travelled or obvious a path. Currently as an interested party with fundraising skills, you can’t just rock up and start approaching donors on behalf of the GNOME Foundation the same way you can rock up and start contributing translations to GNOME software. The stakes are much higher and it’s currently difficult to do that work outside of the board. To a certain extent, it doesn’t have to be, as Karen pointed out. But I hope that, aside from the skills profile work, this change will actually help jumpstart a better path and help us get from here to there.

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As you can hopefully understand we would prefer that the changes can be enacted ahead of the directors nomination period opening, otherwise we would normally carry out a vote during the AGM at GUADEC - but this would be too late.

This sounds like there is a need to get this out of the door because you already have someone in mind. Is it like that?

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Let’s look at it this way:

  • Who is this supposed to attract? I’m sure you aren’t really looking to get (former) football managers or public transportation officials on board, but rather people in the technology sector. In that case, who in the technology sector has the kind of experience you’re looking for? 99% of those people are or were directly or indirectly employed by Big Tech. Big Tech will attempt to destroy GNOME because Big Tech wants free software dead. The GNOME Project can live on without the GNOME Foundation or its Board, but the latter can do a lot of harm to the Project if sufficient malicious actors are able to pull their Director strings. The current Board also has ties to Big Tech, but at least they are still GNOME contributors.
  • An external candidate needs only 1 (one!) single Foundation Member to second their nomination for their candidacy to be considered valid. This means that if I get my neighbour’s goldfish to sign up and second its nomination, it will have a non-zero chance of becoming a Director on the GNOME Foundation Board. Non-trivially, it also means there only needs to be a single ‘mole’ in the Foundation to enable malicious actors to run for Director under false pretenses, and there are certainly people among both the Members and the Board with employers or even governments that could ‘convince’ them (with either a gift or a threat) to second a malicious actor’s nomination or even to vote for them.
  • If someone has never contributed anything to GNOME or even free software at all, what does putting them at the head of the GNOME Foundation solve? What good can someone whose heart is not in it do? How can they inspire the community without having any affiliation with it?
  • This amendment is being rushed to be in time for this year’s elections. First of all, it seems to me that if this change were as important as you make it out to be, it should be made and discussed well in advance so that interested parties would actually have the time to react and submit their nomination. Now, as @gunibert wrote, it sounds like you already have some people in mind, because only they would realistically have the time to react to this amendment and submit their nomination in time for this year’s elections, but if you’re the ones approaching ‘potential candidates’, then what difference does it really make whether you directly appoint them or whether you go through an additional, though really just pro forma step to make their assignment as Director more ‘legit’? Then, what harm would it do to make this amendment, should it be ratified, only active starting next year? Haste does not lead to better results.
  • You say that you wish to avoid a vote because it would come in ‘too late’, but is the reason not really that you fear that the results of a vote would be more negative than the results of this ‘formal objection or bust’ deal? It is a given in all sorts of political processes that the easier it is to say ‘no’, the more people will say ‘no’. By requiring those who would say ‘no’ to register a formal objection by sending an email to the Board with their objection, you eliminate those who would rather voice their concerns anonymously, those who don’t have the time to do so and those who would rather spend their time doing anything else, and many others. Just look at how many people show up to a protest against X, and how many people during election times vote against X. And even then, the turnout for the Board elections is already not at 100%, so how high could the turnout for ‘formally objecting to the proposal’ possible be? You set “5% of all registered Foundation Members must send an email to object the proposal” as the threshold to put the amendment up to a vote, but I’d be surprised if more than, say, 10% of all Foundation Members would even send an email at all if they had to do so regardless of whether they object to the proposal or not, effectively making “5% of all registered Foundation Members” a much higher threshold than it at first sight appears to be.
  • Finally, I cannot say I believe the Board truly has the best interests of GNOME and free software at heart, given how just last year it shamefully signed Big Tech’s completely fabricated attack on rms on behalf of the GNOME Foundation, without so much as consulting the Foundation Members, let alone the GNOME community at large. I’m aware that that was last year’s Board (though the majority of Directors remains the same), but if this is what happens with a Board consisting of people who have actually contributed something to GNOME, what on earth will happen when half of the Board is made up of actual Big Tech pawns?

Power attracts the easily corruptible, but that doesn’t mean you should make it easier for the easily corruptible to attain power.

1 Like
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Hi GĂźnther,

Thanks for your question!

I’m not sure that “implementing a policy that was mentioned 9 months ago at the last AGM” qualifies as “get this out the door” - it was planned / in discussion by the board already before the last election, but the nomination period had already opened and we had feedback that regardless of intention, this gave the appearance of the board “reacting” to existing nominations by changing the rules after the process had started. We agreed with this, so we made a plan to come back with the text of a proposed amendment before the nominations opened, which is where we are now.

To address the immediate question, I believe I already addressed this in the original post:

Any such nominated candidates would be subject to consideration and voting by the membership under the existing election processes.

Thanks,
Rob

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The reasoning behind the amendment is to allow the board to bring in expertise from outside the community in nonprofit governance, fundraising, etc. What other options for doing this have been explored, and why were they considered insufficient?

If the board thinks this amendment is the best option, I’d be much more comfortable if there was a limit on the number of directors who may be non-members, just like there’s a limit on the number of directors who may be from the same company. GNOME is a community, and the Foundation board needs to reflect and represent the community, not the other way around.

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Who are these candidates?

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I think it would be best to keep this abstract, knowing exactly who is being considered seems likely to prejudice any decision.

i.e. if a proposed individual is viewed favourably it can be easy to lose sight of the general case, vs the desire to have that specific person. Conversely, if they are disliked, people may feel inclined to dismiss the whole idea out of hand.

I feel it’s important to remember we aren’t considering an exception for certain people and the current board, but rather a change in which any individual could be proposed by any board in perpetuity.

2 Likes
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Oh, I strongly disagree. It needs to be as specific & clear as humanly possible. Robert said that this amendment was designed with specific people in mind, and that he’s already in touch with the people he wants to see run. It makes all the difference in world who those people are.

I mean, if you, Zander, aren’t interested; that’s totally fine for you. But it does matter to other people (me included, as is evident from my, you know, … having asked).

Reason is, the whole purpose of this proposal is to clear a new path for those people to get onto the board, one that’s distinct from the path that every prior board member has had to take. They want the foundation’s rules modified for their benefit. So who they are definitely does matter.

It’s not a hard question. But it’s an important one. The board knows who they are. We deserve to know, too.

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I don’t mind opening up the elections regardless of who is planning to run. Each candidate would still have to be elected by GNOME Foundation members, so the membership will still have full control over who is elected, unlike many comparable nonprofits.

Opening up the field to candidates without GNOME expertise seems reasonable because everybody on the current board is a GNOME expert, but the intersection between GNOME experts and nonprofit development experts is very small. I suspect an unfamiliar candidate could only realistically win election against popular community members if they bring some substantial expertise that we’re currently missing.

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It seems like your suggesting that either (a) the current board is, for want of a better word, hostile or that (b) you’d approve the amendment if you knew you agree with the current board’s choices?

You see it’s not that I’m not interested in who they’ve got in mind, I am rather intrigued myself, but more that we need a universalised decision.

In the case of a, and we were to take it the current board has hostile intuitions, or that a future board may become so, it seems better to block the amendment now rather than risk any damage.

Whereas with b, if it’s simply a matter of disagreeing with the current choices, well any candidates would still need to win in the election — we can simply choose not to support them on a case by case basis.

Of course, It’s perfectly possible, if not likely, that I’ve misunderstood your point.

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Just a small clarification — it’s not accurate to say that the amendment was designed with specific people in mind. We started designing the amendment a year ago in the previous board, as we mentioned in last year’s AGM presentation. Only much more recently, we’ve been in touch with some people in order to gauge their interest in standing for the upcoming election should the amendment pass.

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With my Membership and Elections Committee hat on:

The total number of members at the time the consultation started was 210, for the consultation NOT to pass we require a total of 11 objections from existing GNOME Foundation members (5% of 210 members as per Bylaws). The consultation period is set to a total of 21 days (3 weeks) as per bylaws and the deadline is 2022/05/13.

Bylaws can be found at https://www.gnome.org/wp-content/uploads/2011/11/bylaws.pdf. References around amendments can be found under ARTICLE XVI - Amendments.

Thanks all!

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Neither? I really am wanting the information to be made public.

That does have benefits for all members, regardless of wherever they fall on either of the (a)/(b) continuum questions. And as a general principle for people who are wanting to make up their mind.

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Hi Nate,

I don’t feel it’s appropriate to disclose the names of these individuals at this time because they are not eligible to stand and therefore have not yet nominated themselves - so unless/until they are able to do so, and apply publicly, it seems unfair to them, other candidates, and potential future applicants, for the board to list out names speculatively. As @mcatanzaro points out, any such nominations and subsequent appointment as directors are subject to the normal election cycle where members opinions about individual candidates will be factored in, and if the nominees seem unfavourable then people can choose whether to nominate themselves based on that, etc.

Many Thanks,
Rob