Updated bylaw amendment: allow non-members to stand for election

Community Elections and Referendums
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Dear members,

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 bylaws: Proposed amendments to allow non-member directors (!3) · Merge requests · Infrastructure / foundation-web · GitLab 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.

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

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The new changes alleviate my concerns as listed in a previous thread (Consultation on bylaw amendment: allow non-member directors (withdrawn)). Thanks!

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Moving this over from the prior thread…

If it is genuinely about the future, then the proposed change ought to specify that it does not take effect “for one year” or some other specified period. This is a standard practice in legislative law, and it fully de-fangs the (valid!) concerns of voters about being pressured to make a decision “RIGHT NOW” that comes into force immediately and brings potentially serious consequences with it.

The proposal also ought to specify that anyone who was consulted privately about the proposed change is barred from standing for election as a non-member-candidate, because that is a five-alarm conflict of interest. You could easily sunset that clause after, say, five years or so on. Notably, that is a common-sense change that prevents abuse by bad actors, but does not impair anyone, since there is no barrier-to-entry for these hypothetical candidates to simply get involved in GNOME and become members.

It’s still a bad procedural move to have started a ticking clock on this second-edition of the proposal without having first invited foundation members to provide input. Both the changes above are obvious, and if you had said you were going to revise it, I could have and would have put them out there immediately (and perhaps others, with the benefit of some time to work on them). No doubt there are other foundation members who would also have had input.

Can we make those changes? And ask the membership for others, then update the time-to-reply clock when there’s been feedback?

Not having that information public and attempting to jam through the revision is what suggests that this proposal might in reality be about some specific candidate(s) that you know are planning to run as soon as it gets done. That’s quite obviously inappropriate, so let’s please throttle back, alleviate those concerns by being forthright about the process and reframing it without the “approve this right now!” time pressure, which is artificial and arbitrary.

No, I think the fundamental difference is that I believe in transparency and working in the open. And as top-priority principles. And that was not done in this case.

You should not engage in a private process to draft a revision to the bylaws in the first place; you should have invited and welcomed input from the membership on any underlying problem you identified; you should have invited and listened to ideas and input from the membership on any proposed solution to said underlying problem, and you should have promoted and communicated the proposal of a bylaws change in advance, rather than dropping it without warning on a Friday night. Yes, I’m aware that it’s always evening somewhere.

But you didn’t do any of those things. You drew up a revision to the governance structure privately, then told the membership to approve it because it wasn’t going to be a big deal (here I’m referring to your reply to Karen Sandler, paragraph 6, in the other thread). But, as that other thread demonstrated, the members in fact had a lot of questions and feedback, once they were invited to contribute it. Several others have had further feedback since then.

That illustrates why working in the open is vital: the foundation gets better results when you make the process open, not something that you conduct secretly and only deploy on your own terms.

A closed process is bad, period. It’s exponentially moreso when it involves altering the governance structure of the foundation itself, as this proposal does, because that puts the very foundation itself at substantial risk.

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Well, it’s looking like you aren’t planning to reply to the issues raised, which is a major disappointment. Moreover, the problems themselves don’t go away.

Look, I absolutely realize it’s tempting to go “hey, what’s the big deal; this is FOSS; nothing ever goes wrong!” but that’s just not reality. Open source history is littered with projects that didn’t take governance and finance dangers soberly enough and got hard hit or even wiped out entirely by the miscalculation.

For example, anybody remember Private Internet Access? Just a few years ago, they were handing out money to basically everyone in FOSS; at every conference, sponsoring every initiative; everybody’s friend. Freenode, however, got too involved and got into a governance arrangement with the company and, when management at PIA changed their minds, the whole operation imploded, and as a result, Freenode — which used to be a massive project — is now gone.

Or, for that matter, there’s the FSF situation. After Stallman resigned in 2019, a lot of people thought “ugh; that was unbelievably rough, but at least it’s finally over and we can move forward” … but, turns out, the governance rules were sloppy and like a year later, bing, he got himself back in and it was all back to square one.

That’s the magnitude of jeopardy that monkeying around with the governance structures exposes the foundation to. They’re not the only examples, and GNOME certainly does not have magical protection.

This is a proposal that injects serious risk factors to the foundation, and it does so without conferring any benefits. You (the board) ought to be taking that calculus seriously, and you ought to be prioritizing getting the process right, and you haven’t done a good job at either.

Starting with the secret process and not communicating — had you done that differently, the foundation might be in a better spot today.

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I don’t see why, tbh. If we don’t like the proposed candidate, we can simply not vote for that candidate. The bylaws change went to election based on your feedback, so it’s not like Rob is ignoring you (even if he didn’t respond to your latest comment).

Really don’t understand why allowing more candidates to run for election is a big deal. The Foundation electorate retains total control over who is elected. If we mess up and elect candidates who we later come to regret, we can vote out half the board every year, so the longest a candidate can remain without facing voters is two years and the electorate can course correct things if need be. GNOME Foundation will be OK.

Edit: Another great thing about elections is you can see whether your arguments were able to convince other Foundation members. I notice the election ends today, so we should have preliminary results soon.

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Hi @n8willisgithubwhySSO - a quick reply as I am busy on a number of different work fronts. I appreciate your concerns and engagement here - but I don’t consider there to have been the extensive catalog of misdeeds here that you are alleging.

FreeNode I believe lacked any form of formalised or transparent governance, or actual fiscal sponsorship organisation that held any assets or relevant control over the operations. The FSF has always lacked any transparency around its governance, content of board meetings, appointment of directors, etc - there is no voting power of FSF members. Indeed these are examples of poor governance having a negative impact on the project/organisation, but the GNOME Foundation with publicized board minutes, regular AGMs, member voting for directors, etc is some way off here.

The danger which we are seeing, and is motivating the board to act, is that we are spending our reserves faster than we are replacing them, as for whatever reason the net programmatic output of the Foundation is not resonating well enough to convince and onboard new financial donors. We are working to improve the quality/relevance of what the foundation is doing, including refining our strategy and launching some new initiatives, recruiting a new ED, and better communicating that to prospective donors. And in parallel, we’re hoping to bring new individuals into the board at this strategy and fundraising level so that we can better inform our initiatives based on knowledge and experience we lack, and ideally also get introductions to potential donors who will support the work of the foundation. That’s the concern that’s preoccupying the board at present which is driving this change, and why we don’t want to wait another year.

I agree that the timing could’ve been better; but as detailed in the AGM last year, the governance committee had this on their agenda for 2021-2022. For whatever reasons - we’re all volunteers - they didn’t conclude the process until it became clear to me as President that we needed to act in order to achieve our stated goals ahead of the next election cycle, so - with the unanimous support of the board - I moved ahead with the process as you saw using the latest draft from the governance committee.

With hindsight I agree that the “passed unless objected” process was not the right one for a change of this nature, and I am willing to state that this was an error of judgement on my part, for which I apologise. We should have instead consulted publicly on a draft ahead of time before making amendments and proposing a vote. However, effectively this is the process we have ended up with - after the initial consultation we received feedback (some publicly, some privately) on both the proposal and the process, and we took account of that and presented an amended version to the membership for voting.

I continue to maintain that it’s inappropriate for me to speak ahead of time about potential candidates because the fact they are considering applying is not mine to share, and may have implication professionally or in other board roles, unless or until they are willing to speak publicly on their own behalf. The election process itself will provide the opportunity to see who, in actuality, is standing, whether they achieve the necessary number of seconds from the members, and whether during the election the membership believes they will be a worthwhile addition to the board.

We’ve not consulted with any prospective candidates about the content of any bylaw changes, beyond the already public information that we were planning such a change about non-member candidates, but equally, I can’t “prove” that we didn’t, so the point is somewhat moot. I would much prefer that I am entirely transparent about wanting to solicit candidates for election as as result of this bylaw change, than I become involved in manufacturing approval for people to become members in order to stand.

But, more broadly, I simply don’t agree with this whole line of reasoning. Changes in election rules such as in this case have an equal effect on all individuals in the election process. There is no “conflict of interest” in any director soliciting other applicants to stand for election based on their perception of the needs of the board and the organisation. Indeed it is completely routine for many nonprofits to have a “vote with the chair” kind of option for members in an AGM or written vote, which passes the motions, appointments, etc that the board recommends to members. We’ve actually gone beyond that in this amendment, because we’re removing the ability for directors who are involved in the election (such as myself, as I am intending to stand) from seconding nominations.

Many Thanks,
Rob

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Thanks @n8willisgithubwhySSO for raising these points, you are hitting the nail on the head. Working on this in private for however long it’s been and then rushing to get it approved is unacceptable. Just because the last round of concerns have supposedly been addressed doesn’t mean the new draft should be have been considered ready.

@ramcq bringing up the minute publication is orthogonal to the lack of transparency on this specific matter. Not too mention said minutes are most of the time at least two months behind, which means that reacting to them is often useless as the decisions they contain have already been acted upon.

Mentioning how other organisations are failing is also irrelevant. Just because others are terrible at something, and you’re doing better than them, doesn’t make you good at it.

With hindsight I agree that the “passed unless objected” process was not the right one for a change of this nature, and I am willing to state that this was an error of judgement on my part, for which I apologise. We should have instead consulted publicly on a draft ahead of time before making amendments and proposing a vote. However, effectively this is the process we have ended up with - after the initial consultation we received feedback (some publicly, some privately) on both the proposal and the process, and we took account of that and presented an amended version to the membership for voting.

Thanks for acknowledging the issue. However, as mentioned aboved, a single round is indeed not enough.

By the way, the very first point that was brought up against the first version of the proposal by @karen has still not been satisfactorily addressed. Quite the opposite. The point raised was that Committees already exist and should suffice to fix what the board is trying to fix. @ramcq responded saying the board did a bad job at leveraging that tool so far and could indeed do better in that regard. The logical step would have been to withdraw the proposal, as it was unnecessary. Instead, the board decided to ignore that entirely and carry on with the proposal.

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Hi Alexandre,

My mention of FreeNode and FSF and highlighting the differences between GNOME and them was only in response to Nate bringing them up as cautionary examples of poor governance.

For completeness, I did come back later in the thread and address this concern/query in more detail at Consultation on bylaw amendment: allow non-member directors (withdrawn) - #33 by ramcq - essentially the interconnection between strategy and fundraising meaning that you can’t decide these things in a “waterfall” model where directors decide what to do, and then hand it to a committee to raise funding. Having more perspectives/understanding in the room when the strategies are iterated upon means that those strategies themselves are more likely to meet with the approval of the different stakeholders - both community and potential backers - which is the process @thibaultamartin is engaging in at Foundation Strategy: funding decentralised/local-first applications.

Many Thanks,
Rob

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I have not alleged “misdeeds.” I am pointing out shortcomings in the processes used to develop this proposal and to bring it to the membership. Most particularly with the lack of communication and lack of transparency. Also with the timing and the actual mechanics.

For instance, as for whether the subject was raised during the 2021 AGM from last year’s GUADEC online. A full interactive meeting would be one thing; that was “somebody mentioned it in a live stream a year ago,” which not does meet the bar for communicating to the membership. By a long shot. For starters, it took place during the workweek, so not everyone could be there. At that point, it’s no longer a meeting, it’s a YouTube recording that someone has to know to have sought out after the fact, which isn’t good enough for raising important changes (particularly governance ones).

I’m not even talking about the YouTube-ness, although I’m sure there’s somebody out there who won’t visit the site because of that. I mean literally, it’s not sufficient as a means of communicating important information for, like, a dozen reasons. It’s buried in the middle of a six-and-a-half-hour recording. Of which there are several, per day, and for several days. It doesn’t have subtitles. The audio’s not great. It’s not on the slides. The slides aren’t up, anywhere I could find. Whatever chat might have happened during the livestream is entirely gone. It’s only in English. It’s hard to search for; it’s hard to link to. You can’t quote it. You can’t reply to it. It wasn’t a discussion.

Most importantly, if there was a decision in there somewhere, then that needs to be communicated to the members, not left to be discovered if they happen upon it.

As for “publicized board minutes”, well, virtually the same thing. They haven’t been getting mailed out (once a year, one or two of them arrive). As Alexandre noted, they get posted online only months after the fact. Of the ones that do get posted, there are a couple of short references to “fundraising” to be found, and one that talks about a discussion with “John Lass”, which is the only thing I’ve found that seems to be related to this change, and there it seems to be in the context of establishing permanent committees. And it was open-ended. So how that links up to the eventual proposal is not clear.

Here as well, if there is some decision during the meeting, the critical responsibility is that you still have to actually communicate that to the membership. Which did not happened. There are scores of channels for the board to present information to the membership, and they weren’t used.

Those aren’t oddball outlets cherry picked to make a point, either; they’re the channels that exist for this purpose. In fact, there’ve been two individual-blog posts since this referendum was launched, which means there’s been more said by the board since the objection/voting clock started running than there was in a year leading up to it.

Moreover, you should not have had a private process in the first place. You should have sought participation from the membership. You had an entire year to discuss this issue and approaches to tackling it with the membership, and you didn’t even try to.

That’s the bottom line. “Doing the bare minimum possible” should not be the soup of the day when it comes to interacting with the membership. Yet that’s how each of these steps have gone down. “Somebody technically mentioned it on a video last year, so it wasn’t technically never said in public.” Or when, in the other thread, I appealed to the principle of transparency, and the reply was in essence “well we didn’t legally violate the corporate bylaws of the state of California.” Or on any of these discussion threads, when people raised concerns, you ought to attempt to answer them as thoroughly as possible; instead it’s been like pulling teeth, every single time. As if the emphasis was to shut down every discussion as quickly as possible. All of these bits, collectively, just reinforce the impression that you are not regarding the perspectives and input of the members as being of value. Which is, perhaps, doubly ironic given that the proposal is about ceding additional governance power to non-members.

You ought to be trying to communicate as fully as possible, and trying to get as much input and involvement from the membership as possible, not aiming for the “what’s the least we can technically do.”

Here again, only if you define this in “what’s the bare minimum” terms. This is quite specifically the point at which rushing the process through ASAP becomes a problem. Not everyone has a chance to participate. In fact, not everyone knew that a new version had been re-posted (that’s from private convo, but I suspect it’d be easy to collect examples). But, even if they did, starting the stopwatch with no advance warning and rushing the timeline to close the polling period are both mechanisms that stymie discussion and distort the discussion.

For contrast, look at how much further in advance the candidate-announcement and board-election timeframe was announced: that’s not random; that enables people to think and decide and make their plans. Saying “we started another countdown last night, if you’re only seeing this after you get back from vacation, tough cookies” is clearly the polar opposite of that. And announcing the revised version of it without informing anyone that you were preparing a revision similarly shortcuts the membership’s ability to participate.

That’s not true. The membership requirement isn’t an arbitrary barrier or restriction à la “you can’t run for the board if you were born on a Tuesday.” It’s a “buy-in” condition that guarantees the candidate is actually invested. Erasing it affects individuals who have not made that buy in.

But to get back to the point, not getting the processes and the communication right does have a palpable impact on the membership’s ability to push the actual foundation in the right direction. Not doing that weakens the results. That would be true for even a minor change; it’s doubly true for rewriting the bylaws, and quadruply true for altering the governance structure. You say in retrospect that the “automatically adopt it” mode wasn’t the right one; okay. This is stuff that we can’t afford to get right only in hindsight; it has to be done right the first time.

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Actually … speaking of “bare minimums” (quotes here are mine, in case that wasn’t clear)…

Don’t the bylaws require that any proposal has to be posted to foundation.gnome.org:

?

Link preview seems broken, but the line reads “The proposal shall be sent to the membership and shall be posted on http://foundation.gnome.org by the Board”

That’s in Article XVII, point #2 .

That wasn’t done.

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