Updates to the GNOME Foundation Board of Directors Roster

I would like to state that I don’t mean to cause undue panic or confusion. I’m simply way too into rules (I’ve worked on my organization’s rules a lot since I’ve gotten used to this to the annoyance of many, probably)

I don’t know the story here but I’m not sure that the CoC complaint and the vote for removal are necessarily linked. However, since no reason can be found and this is mentioned in the same message, it seems to be the only available reason. I don’t like that this allows for speculation.

However, I do find some things to be worrying in the terms of transparency.

Looking at the bylaws (https://foundation.gnome.org/wp-content/uploads/sites/12/2022/06/bylaws.pdf), it seems there needs to be a stated cause for removal (Bylaws 8.4.3) which needs to be stated for the removal of a board member and it needs to be voted with a simple majority. Though not entirely unusual, considering only board members can vote on such a decision (unlike general elections), it might be worthwhile to consider making such a decision with a super-majority (3/4). It’s also worth noting that this then does, as this account says, give the power to the board of director to elect anyone to fill the vacancy (Bylaws 8.4.4).

Looking at the minutes published by the board (FoundationBoard/Minutes - GNOME Wiki!), all of the decisions related to the removal seem to have been done in an “executive session”, this type of session seems to be absent from the bylaws and the GNOME Charter unless they are simply outdated as per listed on the foundation board page. This type of session seems to be what’s usually called “Behind closed doors” which is also relatively common. As a result, we do not know what happened.

However, I’m not sure if the way executive sessions have been written here would be a violation of the GNOME Charter (FoundationBoard/Resources/Charter - GNOME Wiki!). My reading is that it would be though:

Minutes shall be kept for all meetings of the board of directors. Votes on all topics will be recorded and attributed. All of these records will be archived and made publicly available immediately.

On certain occasions, conversations within the GNOME Foundation will be confidential. On those occasions, notes from meetings etc. may be edited to maintain confidentiality. We will work to keep confidential conversations down to a minimum.

My reading of these passages is that all votes would need to be published publicly hence the decisions in the “Executive session” would need to be published. However, conversations leading up to a decision could be kept confidential.

That said, I do not know if my reading is consistent with historical interpretations or intentions of the charter. I’m simply trying to make sense of this. I would like some clarifications on those things if anyone has any.

PS: It seems that the minutes since June have not been published which would most definitely be against the GNOME Charter. It would be good to fix that.

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