Re: Welcome to Alexandre Franke, new board member

[Emily Chen]

Congratulation to Alexandre, I am impressed by his passion and I believe he
will be a productive board.

-Emily

2015-11-06 2:20 GMT+08:00 Allan Day :

> Dear all,
>
> As many of you will be aware, Christian Hergert recently stepped down
> from the GNOME Foundation Board. As a result, we've had a place on the
> board to fill. In these situations, the bylaws [1] state that the
> Board of Directors may choose a replacement of their choosing [2].
>
> As your elected representatives, the board has a responsibility to put
> the best interests of the Foundation first, and to ensure that the
> Foundation runs as effectively as possible. The board has spoken to a
> number of people and reviewed the available candidates in order to
> find the best person for the position.
>
> We are very happy to announce that Alexandre Franke will be joining us
> with immediate effect. Alexandre has a strong track record of getting
> things done, not least for GUADEC and the localization team. His
> enthusiasm and commitment to GNOME is well known. We think that he
> will make an excellent addition to the board.
>
> Welcome Alexandre, and thank you for agreeing to take on this
> position!  We look forward to working together in the year ahead.
>
> On behalf of the GNOME Board of Directors
>
> [1] https://www.gnome.org/wp-content/uploads/2012/02/bylaws.pdf
> [2] "Vacancies on the Board may be filled by a majority of the
> Directors then in office, whether or not less than quorum, or by a
> sole remaining Director." (GNOME Foundation Bylaws, section 8.4.4)
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Re: Welcome to Alexandre Franke, new board member

[Aruna S]

I remember Alexandre's immediate response for French localisation, for a
lot of my docs. Congratulations!

On Fri, Nov 6, 2015 at 1:12 AM, Luis Menina  wrote:

> Hi all,
>
> Le 05/11/2015 19:20, Allan Day a écrit :
>
>> We are very happy to announce that Alexandre Franke will be joining us
>> with immediate effect. Alexandre has a strong track record of getting
>> things done, not least for GUADEC and the localization team. His
>> enthusiasm and commitment to GNOME is well known. We think that he
>> will make an excellent addition to the board.
>>
>> Welcome Alexandre, and thank you for agreeing to take on this
>> position!  We look forward to working together in the year ahead.
>>
>
> This is excellent news! Alexandre has been doing an amazing job for years
> on the localization front, GUADEC organization, Summer Of Code Mentoring,
> newcommers integration, and most importantly has strong views on the
> importance of Free Software.
>
> Congratulations \o/ !
> --
> Luis Menina
>
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Re: Agenda for board meeting on November 3rd

[Josh Triplett]

On Thu, Nov 05, 2015 at 05:41:43PM -0500, Richard Stallman wrote:
> To download anything from the Google app store requires a nonfree
> program, Google Play.  This program is known to have a back door (see
> http://gnu.org/proprietary/proprietary-back-doors.html) that is
> universal or pretty close.
> 
> I suspect that uploading to the app store also requires nonfree software,
> but I don't know for certain.

To the best of my knowledge it does not, though some effort is required
to avoid it.  (See some of the recent discussion about the Android SDK
and its EULA, for instance.)  It's possible that it requires proprietary
JavaScript; I have not personally tested that.

> Thus, I think the GNOME Foundation should not do this.  When we
> recommend free software for Android, let's instead recommend
> fdroid.org as the place to get them.

While I do think we should recommend fdroid.org as preferable and only
link to it (such as in links from the GNOME application and its
documentation), and avoid linking to a version in the Play store (e.g.
"To use the Foo feature, install the Foo application for Android,
available via https://f-droid.org/...";), that doesn't preclude making
the application available via the Google Play store for users who
already have that installed.  Users who have it would find it there when
searching that store, while users who do not use Google Play will not
receive any encouragement from GNOME to start doing so, and will instead
get a link to f-droid.

Doing so seems quite similar to making an application available for
Windows: we don't encourage people to run Windows, but we sometimes make
Free Software available for Windows for users who already do run it.

- Josh Triplett
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Re: Affiliation change and stepping down

[Benjamin Berg]

On Do, 2015-11-05 at 17:09 -0500, Shaun McCance wrote:
> On Thu, 2015-11-05 at 19:08 +0100, Benjamin Berg wrote:
> > Hi,
> > 
> > On Do, 2015-11-05 at 16:30 +0100, Tobias Mueller wrote:
> > > On Tue, Nov 03, 2015 at 12:30:24PM +0100, Andreas Nilsson wrote:
> > > > If I recall correctly, it's not a rule for the board to pick someone 
> > > > based on election results.
> > > That's true and false.
> > > 
> > > It's true in the sense that the bylaws do not govern change of affiliation
> > > after the election results have been obtained.
> > 
> > Yup, I don't see a provision that states what happens if the
> > affiliation of a director changes either. The only thing handled is if
> > the 40% rules is broken at election time and due to a vacancy. Only in
> > the first case the election results are used, the normal process of
> > electing  successor is used.
> > In section 8.4.1 there is a list of reasons that can cause a vacancy,
> > none of them appear to be relevant to section 8.2.4.
> > 
> > Actually, the way I read section 8.2.4 combined with 8.4.1 right now it
> > seems perfectly sane to argue that Christian could have finished his
> > term in office despite the change of affiliation.
> 
> I disagree. 8.4.1 says no organization shall *hold* more than 40% of the
> baord. It doesn't matter if it's by election results, new vacancy, or
> affiliation change.
> 
> The bylaws are, however, entirely silent on how to fix the situation
> when it results from an affiliation change. It does specify what to do
> for election results and new vacancies, but not affiliation changes.
> 
> As far as I can tell, any of the following would be acceptable per the
> bylaws:
> 
> 1) The person whose affiliation changed chooses to resign.

Any other director with that affiliation could also decide to resign :)

> 2) The board votes to remove somebody with that affiliation, possibly
> not the person whose affiliation changed. The lowest vote getter with
> that affiliation from the previous election would not be unreasonable.
> 
> 3) The board votes to increase its size and appoint new directors with
> different affiliations.
> 
> Every time this has happened (this isn't the first time), the person
> whose affiliation changed voluntarily stepped down, so we've never had
> to test the bylaws on this matter.

Hm, yes, you do have a good point with the wording of 8.2.4.

Not sure why, but I had not considered 8.4.3 (Removals) to apply in
this case. Thinking about it now it seems perfectly sane that a
director could be "removed for cause" if they are in their position in
violation of the bylaws.

And yes, in that case any director with that affiliation can be removed
by the board. 

Benjamin

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Re: Agenda for board meeting on November 3rd

[Richard Stallman]

To download anything from the Google app store requires a nonfree
program, Google Play.  This program is known to have a back door (see
http://gnu.org/proprietary/proprietary-back-doors.html) that is
universal or pretty close.

I suspect that uploading to the app store also requires nonfree software,
but I don't know for certain.

Thus, I think the GNOME Foundation should not do this.  When we
recommend free software for Android, let's instead recommend
fdroid.org as the place to get them.

-- 
Dr Richard Stallman
President, Free Software Foundation (gnu.org, fsf.org)
Internet Hall-of-Famer (internethalloffame.org)
Skype: No way! See stallman.org/skype.html.

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Re: Affiliation change and stepping down

[Shaun McCance]

On Thu, 2015-11-05 at 19:08 +0100, Benjamin Berg wrote:
> Hi,
> 
> On Do, 2015-11-05 at 16:30 +0100, Tobias Mueller wrote:
> > On Tue, Nov 03, 2015 at 12:30:24PM +0100, Andreas Nilsson wrote:
> > > If I recall correctly, it's not a rule for the board to pick someone 
> > > based on election results.
> > That's true and false.
> > 
> > It's true in the sense that the bylaws do not govern change of affiliation
> > after the election results have been obtained.
> 
> Yup, I don't see a provision that states what happens if the
> affiliation of a director changes either. The only thing handled is if
> the 40% rules is broken at election time and due to a vacancy. Only in
> the first case the election results are used, the normal process of
> electing  successor is used.
> In section 8.4.1 there is a list of reasons that can cause a vacancy,
> none of them appear to be relevant to section 8.2.4.
> 
> Actually, the way I read section 8.2.4 combined with 8.4.1 right now it
> seems perfectly sane to argue that Christian could have finished his
> term in office despite the change of affiliation.

I disagree. 8.4.1 says no organization shall *hold* more than 40% of the
baord. It doesn't matter if it's by election results, new vacancy, or
affiliation change.

The bylaws are, however, entirely silent on how to fix the situation
when it results from an affiliation change. It does specify what to do
for election results and new vacancies, but not affiliation changes.

As far as I can tell, any of the following would be acceptable per the
bylaws:

1) The person whose affiliation changed chooses to resign.

2) The board votes to remove somebody with that affiliation, possibly
not the person whose affiliation changed. The lowest vote getter with
that affiliation from the previous election would not be unreasonable.

3) The board votes to increase its size and appoint new directors with
different affiliations.

Every time this has happened (this isn't the first time), the person
whose affiliation changed voluntarily stepped down, so we've never had
to test the bylaws on this matter.

--
Shaun



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Re: Affiliation change and stepping down

[Cosimo Cecchi]

Hi Tobi,

While I understand that you might have hoped for another resolution from
the Board, now that our decision is public, I trust you understand that it
was taken solely with the best interest of the electorate and the wider
GNOME community in mind.

Like others have mentioned already in this thread, the Board is confident
that the actions taken are appropriate and in compliance with the bylaws.
We certainly always welcome initiatives to make those rules more
transparent and efficient, and you should feel free to propose an amendment
as described in article XVII if you think the regulation around changes of
affiliation and vacant seats is unclear or unfair.

Please reach out if you feel like discussing this further!

Cheers,
Cosimo

On Thu, Nov 5, 2015 at 7:30 AM, Tobias Mueller 
wrote:

> Hi.
>
> On Tue, Nov 03, 2015 at 12:30:24PM +0100, Andreas Nilsson wrote:
> > If I recall correctly, it's not a rule for the board to pick someone
> > based on election results.
> That's true and false.
>
> It's true in the sense that the bylaws do not govern change of affiliation
> after the election results have been obtained.
>
> It's false in that there is a rule for following the results when more
> than 40% of the directors are of one company <
> https://people.gnome.org/~tobiasmue/bylaws2012/bylaws.html#number-and-qualification-of-directors
> >.
>
> Now that can find yourself on either side of the fence, as to whether
> you think that rule applies.
>
> In any case you can ask yourself what *should* be done.
> And I think that if you have the option of either following the interests
> of
> your electorate or deciding for yourself, that following the electorate is
> simply of better style.
>
> Cheers,
>   Tobi
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Re: Welcome to Alexandre Franke, new board member

[Luis Menina]

Hi all,

Le 05/11/2015 19:20, Allan Day a écrit :

We are very happy to announce that Alexandre Franke will be joining us
with immediate effect. Alexandre has a strong track record of getting
things done, not least for GUADEC and the localization team. His
enthusiasm and commitment to GNOME is well known. We think that he
will make an excellent addition to the board.

Welcome Alexandre, and thank you for agreeing to take on this
position!  We look forward to working together in the year ahead.


This is excellent news! Alexandre has been doing an amazing job for 
years on the localization front, GUADEC organization, Summer Of Code 
Mentoring, newcommers integration, and most importantly has strong views 
on the importance of Free Software.


Congratulations \o/ !
--
Luis Menina

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Re: Affiliation change and stepping down

[Benjamin Berg]

On Do, 2015-11-05 at 10:18 -0800, Behdad Esfahbod wrote:
> On 15-11-05 10:08 AM, Benjamin Berg wrote:
> > Actually, the way I read section 8.2.4 combined with 8.4.1 right now it
> > seems perfectly sane to argue that Christian could have finished his
> > term in office despite the change of affiliation.
> 
> Would the board and Christian consider doing this, and also establish
> precedent that in the future, only affiliation at the time of candidacy is
> relevant to the 40% rule?

At this point Christian has resigned already and electing him to be on
the board *would* be a violation of section 8.2.4.

But yes, one could decide to handle it that way in the future.

Benjamin

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Re: Affiliation change and stepping down

[Behdad Esfahbod]

On 15-11-05 10:08 AM, Benjamin Berg wrote:
> Actually, the way I read section 8.2.4 combined with 8.4.1 right now it
> seems perfectly sane to argue that Christian could have finished his
> term in office despite the change of affiliation.

Would the board and Christian consider doing this, and also establish
precedent that in the future, only affiliation at the time of candidacy is
relevant to the 40% rule?

b
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Re: Affiliation change and stepping down

[Benjamin Berg]

Hi,

On Do, 2015-11-05 at 16:30 +0100, Tobias Mueller wrote:
> On Tue, Nov 03, 2015 at 12:30:24PM +0100, Andreas Nilsson wrote:
> > If I recall correctly, it's not a rule for the board to pick someone 
> > based on election results.
> That's true and false.
> 
> It's true in the sense that the bylaws do not govern change of affiliation
> after the election results have been obtained.

Yup, I don't see a provision that states what happens if the
affiliation of a director changes either. The only thing handled is if
the 40% rules is broken at election time and due to a vacancy. Only in
the first case the election results are used, the normal process of
electing  successor is used.
In section 8.4.1 there is a list of reasons that can cause a vacancy,
none of them appear to be relevant to section 8.2.4.

Actually, the way I read section 8.2.4 combined with 8.4.1 right now it
seems perfectly sane to argue that Christian could have finished his
term in office despite the change of affiliation.

> It's false in that there is a rule for following the results when more
> than 40% of the directors are of one company
> .
> 
> Now that can find yourself on either side of the fence, as to whether
> you think that rule applies.

This does not matter at all though. Section 8.2.4 cannot have been
violated as Christian stepped down of his own accord effective on the
day he started at RedHat; the reason for his decision to do so is not
relevant. This resignation according to section 8.4.2 means that the
board has to fill the vacancy in accordance to 8.4.4.

So I cannot see any violation of the bylaws.

> In any case you can ask yourself what *should* be done.
> And I think that if you have the option of either following the interests of
> your electorate or deciding for yourself, that following the electorate is
> simply of better style.

Yes, but it really is only an issue of style, and it is the boards
decision to make. Anyone unhappy with this can raise their voice (as
you have already done), reflect this in the next election, suggest
changes to the bylaws, …

Benjamin

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Re: Affiliation change and stepping down

[Tobias Mueller]

Hi.

On Tue, Nov 03, 2015 at 12:30:24PM +0100, Andreas Nilsson wrote:
> If I recall correctly, it's not a rule for the board to pick someone 
> based on election results.
That's true and false.

It's true in the sense that the bylaws do not govern change of affiliation
after the election results have been obtained.

It's false in that there is a rule for following the results when more
than 40% of the directors are of one company 
.

Now that can find yourself on either side of the fence, as to whether
you think that rule applies.

In any case you can ask yourself what *should* be done.
And I think that if you have the option of either following the interests of
your electorate or deciding for yourself, that following the electorate is
simply of better style.

Cheers,
  Tobi
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