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