Proposed amendment to bylaws to allow non-member directors

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The Board has proposed the following change to the GNOME Foundation bylaws:

https://gitlab.gnome.org/Infrastructure/foundation-web/-/merge_requests/3/diffs

The proposal is to widen the pool from which the Foundation can attract
candidates to stand for election as directors, by allowing individuals who
are not currently Foundation members to submit their candidacy for election.

This change is intended to bring new skills and experience into the
governance of the Foundation. At present, Foundation membership is granted
principally based on contributions to the GNOME project which means the
process selects for skills already present in our community, such as
software development, design, translation, documentation or engagement.
Whilst we do have some members who also bring experience at fundraising,
nonprofit governance and establishing partnerships with external
organizations, they are in the minority. The Board would like to establish
additional pathways to try and attract individuals with these skills into
the Foundation.

The board has published some notes about the planned strategy for the
upcoming year:
  https://discourse.gnome.org/t/evolving-a-strategy-for-2022-and-beyond/9759

And more details about the changes and how they support the strategy here:

https://discourse.gnome.org/t/updated-bylaw-amendment-allow-non-members-to-stand-for-election/9761

Specifically:
    * The requirement that directors are Foundation members is removed.
    * The election process is changed such that no more than 30% of the
board roles can be filled by directors who are not members at the time of
the election. Should this happen the runner-up member candidate will be
considered instead, similar to the existing affiliation limit. At present
with a board of 7, this is a maximum of two seats.
    * Nominations are changed such that member nominees must be seconded by
one existing member, and non-member nominees must be seconded by 5% of
members, up to a maximum of 5.
    * Members who are standing for election cannot second other nominations.

In lieu of a Special General Meeting, this proposal has been put to a
Written Ballot of the members.

The voting session has opened and ballots will be sent during the next
hour, more information can be found at:
  https://vote.gnome.org/2022-05/index.html

-- 
Cheers,
Andrea

Principal Systems Engineer at Red Hat,
GNOME Infrastructure Team Coordinator,
Former GNOME Foundation Board of Directors Secretary,
GNOME Foundation Membership & Elections Committee Chairman

Homepage: https://www.dragonsreach.it

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<div dir=3D"ltr">The Board has proposed the following change to the GNOME F=
oundation bylaws:<br>=C2=A0 =C2=A0 <a href=3D"https://gitlab.gnome.org/Infr=
astructure/foundation-web/-/merge_requests/3/diffs">https://gitlab.gnome.or=
g/Infrastructure/foundation-web/-/merge_requests/3/diffs</a><br><br>The pro=
posal is to widen the pool from which the Foundation can attract candidates=
 to stand for election as directors, by allowing individuals who are not cu=
rrently Foundation members to submit their candidacy for election.<br><br>T=
his change is intended to bring new skills and experience into the governan=
ce of the Foundation. At present, Foundation membership is granted principa=
lly based on contributions to the GNOME project which means the process sel=
ects for skills already present in our community, such as software developm=
ent, design, translation, documentation or engagement. Whilst we do have so=
me members who also bring experience at fundraising, nonprofit governance a=
nd establishing partnerships with external organizations, they are in the m=
inority. The Board would like to establish additional pathways to try and a=
ttract individuals with these skills into the Foundation.<br><br>The board =
has published some notes about the planned strategy for the upcoming year:<=
div>=C2=A0 <a href=3D"https://discourse.gnome.org/t/evolving-a-strategy-for=
-2022-and-beyond/9759">https://discourse.gnome.org/t/evolving-a-strategy-fo=
r-2022-and-beyond/9759</a><br><br></div><div>And more details about the cha=
nges and how they support the strategy here:<br>=C2=A0 <a href=3D"https://d=
iscourse.gnome.org/t/updated-bylaw-amendment-allow-non-members-to-stand-for=
-election/9761">https://discourse.gnome.org/t/updated-bylaw-amendment-allow=
-non-members-to-stand-for-election/9761</a><br></div><div><br>Specifically:=
<br>=C2=A0 =C2=A0 * The requirement that directors are Foundation members i=
s removed.<br>=C2=A0 =C2=A0 * The election process is changed such that no =
more than 30% of the board roles can be filled by directors who are not mem=
bers at the time of the election. Should this happen the runner-up member c=
andidate will be considered instead, similar to the existing affiliation li=
mit. At present with a board of 7, this is a maximum of two seats.<br>=C2=
=A0 =C2=A0 * Nominations are changed such that member nominees must be seco=
nded by one existing member, and non-member nominees must be seconded by 5%=
 of members, up to a maximum of 5.<br>=C2=A0 =C2=A0 * Members who are stand=
ing for election cannot second other nominations.<br><br>In lieu of a Speci=
al General Meeting, this proposal has been put to a Written Ballot of the m=
embers.<br><br>The voting session has opened and ballots will be sent durin=
g the next hour, more information can be found at:</div><div>=C2=A0=C2=A0<a=
 href=3D"https://vote.gnome.org/2022-05/index.html">https://vote.gnome.org/=
2022-05/index.html</a><br><div><br></div>-- <br><div dir=3D"ltr" class=3D"g=
mail_signature" data-smartmail=3D"gmail_signature"><div dir=3D"ltr"><div>Ch=
eers,</div><div>Andrea</div><div><br></div><div>Principal Systems Engineer =
at Red Hat,<br></div><div>GNOME Infrastructure Team Coordinator,<br></div><=
div>Former GNOME Foundation Board of Directors Secretary,</div><div>GNOME F=
oundation Membership &amp; Elections Committee Chairman</div><div><br></div=
><div>Homepage: <a href=3D"https://www.dragonsreach.it" target=3D"_blank">h=
ttps://www.dragonsreach.it</a></div></div></div></div></div>

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