The Board of Directors would like to amend the bylaws of the GNOME Foundation to allow people who are not yet members to stand as candidates in our board elections. As explained during the previous consultation, and my recent post about the foundation’s strategy, we have plans for growing the impact and funding for the GNOME Foundation which we can invest back into the GNOME project.
In terms of skills and experience of the community and Foundation, each of these projects has community, technical, design, software, etc aspects that I am confident that we can deliver. However the board and Foundation membership generally have less experience in fundraising or collaborating with partners outside of the FOSS ecosystem. Together with our search for a new ED, allowing those who are not yet members to stand for election as a director gives us the opportunity to onboard people with the skills the Foundation needs to better advocate for and contribute to the GNOME Project.
We’ve updated the proposed bylaw amendment based on feedback received during last week’s consultation. The following changes have been made:
- We have added a 30% limit (currently 2 of 7) to how many board directors can be non-members at the time of their election or appointment, based on feedback about the board losing its connection with the GNOME community if there are too many outside voices. This is worded and works similarly to the affiliation limit that we currently have to ensure no more than 40% of the directors have the same institutional affiliation.
- We’ve added the requirement that 5% (up to a maximum of 5) members must second the nomination of any non-member, to ensure that a higher level of consideration is placed on whether prospective non-member candidates would be a good fit for the foundation. This is based on feedback about needing more vetting of candidates who have not already established themselves in the community through our membership process.
We will ask the Membership & Elections Committee to present this amendment for a written ballot of all members, in lieu of a Special General Meeting. This allows all members the opportunity to consider their support for the proposal, because we received feedback that the previous process of only scheduling a vote if enough members objected wasn’t well-suited for a change of this nature.
The updated proposal is at https://gitlab.gnome.org/Infrastructure/foundation-web/-/merge_requests/3/diffs and reproduced here in full:
--- 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 @@ -518,10 +516,15 @@ Number and Qualification of Directors relationship with an entity; or who own at least 1\% of the equity or debt, or derivatives thereof, of an entity. +4. Directors who are not Members at the time of their election or appointment may not hold more + than 30\% of the Board seats, regardless of election results. In the event that any election + of directors results in greater than 30\% of the Board being such non-Member directors, the + non-Member director receiving the least number of votes shall be replaced by the Member + nominee receiving the greatest number of votes who was not elected to the Board. -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 +544,17 @@ 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 who are not Members at the + time of nomination must be seconded by 5\% of, up to a maximum of five (5), voting Members + in good standing. 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.
President, GNOME Foundation
(on behalf of the Board of Directors)