Consultation on bylaw amendment: allow non-member directors (withdrawn)

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.


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.

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.

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 References around amendments can be found under ARTICLE XVI - Amendments.

Thanks all!


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.

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,

Maybe those applicants are people with the best intentions, but the GNOME community needs to behave like we could have people with the worst of intentions standing for elections.

I completely agree that we need a cap on the number of non-members getting elected as James mentioned above, and there needs to be some sort of discussion with the code of conduct committee for vetting those individuals.

Are those things already taken into account and I have just missed them, and do we need to object to get this changed?


Let’s hypothetically say this bylaws change gets passed, but the candidate(s) don’t get elected. What will be the board’s plan then?

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Hi Rob,

Thanks for replying. However … that’s an entirely circular argument: “we have to change the governance rules because these people aren’t currently allowed to run, but we can’t tell anybody who these people are, because they aren’t currently allowed to run.”

At the risk of being overly frank, “you need to let us change the bylaws so that particular people can get on the board, but no one’s allowed to know who they are” isn’t great to begin with.

But in this feedback thread, we’ve also heard that there was a whole process involved, which we weren’t told about, and the proposal was developed to meet the approval of (or “to satisfy”, or “to pass muster with”, or whatever wording you prefer — as to Philip’s comment, I’m not trying to split hairs on that terminology) some specific set of people.

But we’re not allowed to know who they are. But we have to change the bylaws to let them get on the board. But only if we do that do we get we find out, after the fact, who they are.

That’s really not good enough.

I’m not asking for their DNA swabs … but, genuinely, that’s not good enough.

The main point is we can’t make a sincere invitation to any individuals who might be interested in standing, until it’s possible for them to stand. So the whole thing is a moot / hypothetical; I could write that I would be inviting Linus Torvalds or Arnold Schwarzenegger to stand for the board if this passes, and it would have no real weight or meaning or relevance unless or until those individuals deemed it fit to submit their own candidacy once they were able to do so. This review process might itself impact on their willingness or interest in standing.

But most particularly, it doesn’t have huge relevance to considering the amendment at hand because, as has been very well pointed out by others, this is not about the here and now, it’s about how this could work, or not work, for the Foundation in future. The amendment has been authored such that it’s subject to our regular election process, but you (and others) seem to be acting like we’ll be directly appointing some hand-picked individuals into the board as a result of this amendment. They will not - they will be candidates for election, fully visible for the members to consider, query, vote for or not - or even decide to stand against - as has happened for years.

The board and particularly governance committee has been working internally on this concept, and amendment, for something like 15-18 months at this point. Indeed, we delayed it last year specifically so we would not be amending the eligibility rules during the election process in parallel with nominations, and now you are maintaining that we must essentially start publicly nominating people early in order to consider the change in bylaws. We can’t do both - I think this way is better as did the board last year in the run up to the elections.

The proposal has been developed to pass muster with the members - not anybody else. We have had it legally reviewed as consistent with the California corporation code, but aside from a consultant (John Lass) we worked with about 2 years ago on strategy and board development, who suggested we consider a governance committee to look out for board composition/skills, that’s the total external input into this process. The amendment wasn’t created by or for, required by, contributed to or reviewed by any potential director candidate we’ve been in correspondence with.

If we wanted the board to bypass the election process and appoint additional directors directly, our proposed amendment would be very different - eg creating an appointments committee that had responsibility for adding a certain number of non-elected members. This is not an uncommon approach amongst nonprofits for reasons of skills balance or diversity representation - and indeed there are many (even within the FOSS space) who don’t have any elected members at all. But we didn’t feel that would be appropriate for the GNOME Foundation or community, as it wouldn’t give members the opportunity to vet the candidates as they are accustomed and reasonably entitled to do.

Best Wishes,


Hi James,

Thanks for your thoughts and sorry for the delay replying. (For clarity I’m not expecting to go far outside “the community” because I don’t expect that the members would elect somebody who didn’t have a values fit for the Foundation and what GNOME is here to achieve.)

We’ve worked with some consultants (going back a couple of years - John Lass and Gareth Marlow) on strategy and governance questions, as well as training for the board, and it’s partly as a result of their input that we’ve established the governance committee which brought forward this proposal.

We’ve also previously had the fundraising committee formed of those who were most active in soliciting sponsorship for conferences , as well as staff with experience working on individual fundraising as well as researching grants that might be applicable to areas of interest. The experience and feedback essentially from all of those is that using our current activities as a way to fundraise for a new thing, was very hard. There is something of a co-dependency between what you’re doing and how you can raise funds for it, as you’re asking people to take a leap of faith against your “credible plan” for the future thing, filtered against your track record of doing stuff like that in the past. So the ideas have to be pretty well-developed to convince funders that you’re able to deliver against them, and indeed with grants the potential projects have to be quite specific to know whether you can even meet the criteria to apply.

Developing strategies which are both relevant/effective for the Foundation goals as well as fundable, is therefore not simply a matter of the Foundation coming up with the initiatives, and then handing it over to fundraising people to get money for. This works in certain cases - if you have a proven “winning formula” you can bring more people in to scale and replicate that - you speak about your successes and ask if more people want to help scale it / get involved / etc - but if you are engaged in a process of iterating/developing ideas for initiatives and programs, that’s a feedback process where what could be fundable helps craft the proposition of what you’re aiming to do, who it benefits, etc.

My synthesis is that we would be better placed to evolve the initiatives and strategies in parallel with how we raise funds for them, that so these things were “more baked” when they went from the board/ED to bringing in staff and volunteer resources to put wheels on them. The hope is that having better experience on the board to input their fundraising and nonprofit experience into these ideas at the formation stage is more efficient than floating ideas and having others try and answer the “can we find funding for this?” question.

We might be completely wrong, and indeed as @thibaultamartin has started discussing over at Foundation Strategy: funding decentralised/local-first applications part of the challenge is clearly defining and articulating what our current best ideas are so that we can enlist help with both refining them as well as understanding potential funding sources. So we’re working on this in parallel anyway - Neil and I are working on a more detailed summary of the best ideas at present. New directors (members or not) this summer and a new ED later in the year could well change any of that, but it makes it easier for potential funders, volunteers and staff to get their head around what the Foundation is hoping to achieve if we can write that down.

Your feedback about having some counterbalance on the number of non-member directors is well-received and not a bad idea. We did have that in an earlier version but I think it was removed on the basis it would have a relatively weak effect given that becoming a member would be relatively easy once you could say that you were on the board to qualify your membership application. That said it might act as an “inlet valve” on too many non-members being elected at one time and risking the board losing touch with the Foundation’s shared values.


Hi Bastien, Jordan,

Thanks for engaging in the discussion and for your thoughts.

Noted regarding the numerical cap. We did consider a “nomination committee” of the board (which could make vetting decisions, in the same way as the code of conduct committee would in your example) but our concern was that this would centralise too much power on the board in our election process which was otherwise very member-led. The code of conduct committee is after all just appointed by the board. Would you be comfortable with the board (whether directly or via committee) having a role in vetting candidates generally, or do you mean just when non-members are standing?

My understanding of the consultation/objection process is that the amendment could only now pass as-is unless objected, so if we want to change it then a vote might well be the appropriate next step in any case - even though we’ve not yet met the objection threshold there has been some good feedback on the drafting which would be good to reflect.

As alluded to above; provided the new directors were happy with the direction of travel, we would try to refine and articulate our current “best ideas” for strategy and fundraising and consult with the community about those ideas, as well trying to find and meet with potential experts who might be able to advise in how to successfully implement and fund those ideas. We’d also use that strategy as a starting point for discussions with ED candidates to encourage applicants who could carry those ideas forwards, see what they would add / jump onto, and what they might be inclined to change.


I meant mainly for non-members that are standing. The code of conduct applies to anyone within the GNOME community, in any event or setting, but it’s difficult to see at which point a non-member becomes “involved”.

I also wonder at which point and whose responsibility it would be if a non-member was, for example, already persona non-grata in another field or related but distant enough community, to show them the door. Would we chuck them out during the election process, or after their election?

Members need to have already shown good character to be involved, and we need to keep that level of scrutiny on non-members.

As a committee of the board, the code of conduct committee would be poorly placed to to uphold a decision against a director unless they had the support of the board. There is a process through which a director can be removed by the board, which I think the board would have to invoke if a director’s conduct was referred to them by the CoC committee. I would class removing a “bad actor” director after they became a director as too late, so my hope is that the nomination and election process would weed them out.

We discussed this vetting idea briefly in the board - whether it’s the board or a committee of the board - the concern is about the information they would need to consider, and the criteria they would then apply, to decide with confidence if someone was “probably good” or “probably bad”. The CoC committee has the benefit of being able to examine a clear scope of specific events or conduct presented to them by a complainant, whereas vetting somebody needs some way to find who they are / what they do / to make a more categorical determination.

I think we should be realistic on the level of scrutiny here - the election itself is the highest point of scrutiny where dozens of members decide whether they do or don’t want individuals to be directors. Contributing to GNOME / Circle / Foundation in some way is an empirical check which at least requires a bit of effort and some teamwork/collaboration, but the requirement to find a current member to sponsor you to become a member is a relatively weak level of scrutiny to ensure a member has “good character”.

As a potential way forward, rather than centralising this vetting on the board or a committee, could we broaden the number of members involved in vetting candidates by introducing a stricter seconding requirement for non-member candidates? For example - they must be seconded by 5% of members or 5 (pick a number - 5% is now 12 which seems too many!) individuals, whichever is lower?


Dear members,

The board has reviewed the comments raised here and via e-mail from those members wishing to raise an objection to the proposed amendment. Although we have not reached the stipulated 11 objections (the figure stands at 9 currently), we have decided to withdraw this proposed amendment.

We intend to make some revisions based on the feedback received, and put the updated amendment to a written vote of the members, in lieu of a Special Meeting.

Our reflections are as follows:

  • there are a number of respondents who have objected principally on the grounds of being uncomfortable that this particular change to the bylaws be confirmed by an implicit lack of objection rather than an affirmative vote
  • several respondents have indicated that members priorities might not be well-represented on a board that had many non-members sitting on it, and a limit on non-member directors similar to the affiliations limit would be appreciated
  • the ARTICLE XVII bylaw amendment proposal/consultation/objection process doesn’t allow for us to revise the proposal without restarting the process, so we can address both concerns by putting a revised amendment online for any further consultation, and then arranging a vote

The board would like to remind members it made an announcement during last year’s AGM that we intended to amend the bylaws along these lines ahead of this year’s election. We’re committed to finding a safe balance between ensuring strong representation of members wishes in how directors are appointed, and allowing some non-member directors to bring experience and skills that our community lacks and needs to make the GNOME Foundation a stronger advocate for and contributor to the GNOME project.

Many Thanks,
President of the GNOME Foundation (on behalf of the Board)


This message is not going to add much to address the valid concerns several people have raised in this thread, but as a fellow board member I cannot let Rob alone on the frontline. I want to clarify it was a collective board decision. Don’t shoot the messenger :smiley: !

Many of the concerns raised are valid and indeed need to be addressed, hence the decision of the board to withdraw the amendment. We want both to address the concerns with a new proposal, and to get the buy-in of the Foundation members to finally submit it to full vote as it was seen as more controversial than we had anticipated.

I would like also to thank everyone in this thread who kept the conversation civil even when disagreeing. The GNOME Foundation board does have the GNOME Project’s interest at heart and wants to get every chance to scale the Foundation up to the point where it can sustainably become a larger contributor to the GNOME project (see the local-first/decentralised apps initiative). We believe this can be achieved by the ability to raise more funds, which is something not many of us have experience with. We hope to be able to publish the full roadmap soon (maybe next week?) so everyone can get a better idea of the challenges ahead of us.

On a personal note I completely acknowledge that we have failed to explain the set of constraints we are dealing with, and that we still have progress to make in terms of transparency of the Foundation.
Rest assured that we are doing our best to grow the GNOME Project, its user base, and its impact on the world.


I’ve posted the updated version of the amendment on a new thread. Note that this amended version will be set up for a vote of the whole membership, rather than the previous objection process.

That seems to contradict this statement from the initial announcement:

The Board would like to complete the bylaw amendment process before nominations open for the 2022 Board of Directors elections.

and the current timing. Which is a big part of the procedural problem.

Pushing through a change that would be auto-adopted wouldn’t be good any time of year. But it’s also problematic to let the timing be dictated by its benefits to candidates in the upcoming election.

I am deeply disappointed to now see that you’ve started another ticking stopwatch on the vote-based mechanism. For a moment I thought we were going to be having a real discussion of the underlying issue and whether or not the specific proposal addresses it and solves it.

Which is still would I would like to see, and is the process I believe an open organization ought to deeply and enthusiastically prefer.

but you (and others) seem to be acting like

On the contrary; I’m saying just what I mean, and not anything else.


Hi Nate,

The change is for all future elections, not just this one.

Respectfully, I think this is the crux of our difference in opinion here. I do not regard timing the change to take place before the election, having announced it almost a year ago, as a procedural impropriety, because eligibility to stand in and of itself does not advantage one candidate over another when we get to the election process. The potential non-member candidates, should there prove to be any, after passing the more rigorous nomination process, will be presented on an equal footing to the other candidates in the election.

I believe that myself and other board members have responded to all of the questions raised here by members, and we continue to be happy to do so during the voting period. As to whether you support the board’s assessment of the situation, and hence whether you believe this change might be beneficial is up to each member, who can indicate their support or dissent in the vote.

Many Thanks,


Sorry to resurrect this thread with a sorta change of topic,

Given reactions to a different action around the last election, and then this one, it would seem members expect something resembling purdah — Perhaps we should formalise that to some extent, so as to avoid any future perception of impropriety?

Again I don’t wish to cast any aspersions here, and I understand that for whatever reason it may not have been possible to propose this earlier - and even that from your perspective this had been known for some time - but as this is our second successive election period featuring a mild controversy around an action by the Board, it seems potentially in everyone’s interest to define some ground rules.

I know I don’t want to be here again in a year, and I doubt anyone else does :slight_smile: