Responsibilities

Members of the Foundation’s Board of Directors support our work by providing mission-aligned oversight and strategic governance. While day-to-day operations are led by GitLab Foundation’s CEO and team members, the Board-CEO relationship is a partnership, and active involvement of the Board is critical and expected.

Board members are expected to:

  1. Review agendas and supporting materials prior to meetings
  2. Prioritize and attend the organization’s board meetings and committee meetings
  3. Serve on at least one committee
  4. Meet with the Foundation’s CEO a minimum of one time between each board meeting
  5. Stay actively informed about the organization’s history, mission, vision, goals, by-laws, challenges, current operations, and work
  6. Conduct oversight of the organization’s strategy
  7. Oversee and approve the organization's annual budget, audit reports, and material business decisions; be informed of, and meet, all legal and fiduciary responsibilities
  8. Review outcomes of the organization by evaluating its impact and measuring its performance and effectiveness
  9. Evaluate the performance of the President & CEO
  10. Advocate for the organization by supporting it publicly
  11. Assist the President & CEO and in identifying, recruiting and onboarding other board members
  12. Sign and adhere to an annual Conflict of Interest Statement that covers Board conflicts of interest and other expectations

**Click here** to see the job description.

Current members of the Board of Directors

Meetings

Scheduling

  1. The GitLab Foundation Director of Operations is the DRI who schedules all board meetings.
    1. FY25 Schedule: Internal planning document (topics to be covered)
      1. Thursday, March 7, 2024 (9-11 PT)
      2. Thursday, June 20, 2024 (10-Noon PT)
      3. Thursday, September 19, 2024 (10-Noon PT)
      4. Tuesday, December 17, 2024 (10-Noon PT)
  2. Board meetings will be held remotely (except in special circumstances) so everyone may join from his or her own video conference setup. Meetings will be recorded.
  3. Meetings are scheduled on/around 6 weeks after the end of the quarter, depending on availability of the Directors.
  4. Director of Operations ensures there is a calendar invite for all attendees with the appropriate Zoom link and link to an agenda that will contain documents and materials for the meeting.
    1. Each agenda will contain the following sections and attendees:
      1. President’s Report (Board and Officers)
      2. Consent Agenda (Board and Officers)
      3. Finance (Board and Officers)
      4. Grant Review (Board, Officers and Foundation Team Members)
      5. Executive Session (Board and CEO)
      6. Closed Session (Board)
      7. Others, as needed (Board, Officers, Foundation Team Members)

Preparation

  1. Director of Operations is the DRI for scheduling board meetings and collecting materials.
  2. Approximately six weeks before the board meeting, the President and Director of Operations will confirm the agenda for the next scheduled meeting.
    1. The agenda will be shared with GTLF team members and discussed at the next scheduled weekly planning meeting*.*
  3. Approximately six weeks before the board meeting, the President will reach out to board members via email to schedule time to discuss specific agenda items.
  4. Four weeks before the Board Meeting, GTLF team members will share with the President a “messy” draft of materials they plan to include in the Board materials. Team members will have a chance to review strategy-related drafts and provide feedback.
    1. Team members will meet via Zoom to review and discuss certain materials related to strategy and provide feedback on various documents.
      1. Presenters are required to attend this call. All team members are strongly encouraged to attend and provide input on strategy decisions that impact the organization and foster cross collaboration.
    2. Function leads would ensure they share their strategy documents with their teams and obtain input and feedback before completing the following steps.
  5. Three weeks before the Board Meeting, GTLF team members should share a revised clean draft (v.2) of board materials with the President for review and feedback.
  6. Final board materials are due to the President and Director of Operations approximately 14 days before the board meeting. Team members should link materials within the board meeting agenda to allow a week of review and final editing.
    1. During this time, the President may ask team members to make adjustments as needed.
  7. The President will record her President’s Report approximately 8-9 days prior to the board meeting.
  8. One day before materials are distributed, the Director of Operations ensures all materials are appropriately linked and enabled for commenting. The agenda will be enabled for editing so board members can ask questions in advance of the meeting.
  9. Board materials are sent to members at least seven days before the board meeting. The President and CEO email the board members to notify them that the materials are ready for review.
    1. The agenda will be linked in the calendar invite.
    2. All meeting materials will be linked in the agenda and available for commenting by board members in advance of the meeting.
  10. It is expected that board members will review all materials in advance of the meeting, pose questions in the agenda, and comment on materials as needed.

During the meeting

  1. Board meetings will be recorded.
  2. The Director of Operations is responsible for ensuring that the Board meeting runs according to the time allotted, for recording the meeting, and for taking notes and meeting minutes directly within the agenda.
  3. President’s Report: President will answer questions and engage in discussions around information presented in the President’s Report video.
  4. Consent Agenda: President will answer questions related to the materials provided and request for motion to approve the consent agenda.
  5. Finance: Treasurer will present highlights and important information and ask for motions as necessary.
  6. Grant Review and Approval: Program Officers will join the board meeting to answer questions related to grants that are presented for review and approval. President will ask for a motion to approve any grants of $1M or more.
  7. Other sections as needed
  8. Executive Session: Before Executive Session, the Director of Operations will make Treasurer the host and stop recording the meeting. All participants except for the Board of Directors will exit the meeting.
  9. Closed Session: President will exit the meeting to allow the other board members to discuss Executive Matters.
  10. At the end of the Closed Session, the President will rejoin and adjourn the meeting.

After the meeting

  1. The Director of Operations ensures that copies of materials are saved in the Foundation drive, organized by fiscal year & meeting date, with each section labeled and linked to the meeting recording and meeting minutes in the agenda.
  2. The President emails an update to the Board approximately six weeks after the board meeting to provide a quarter-end report.

Committees

Board Committees

Recruitment

Recruitment

Member Onboarding

Orientation Process

Before the GitLab Foundation Board of Directors votes on the addition of a new board member, the new member(s) will begin the orientation process.

President & CEO will establish 1:1 cadence with the new board member, based on his/her preferences (no less frequently than once every six weeks)

Director of Operations will:

  1. Schedule an orientation call to take place before the next board meeting; agenda items will include:
    1. General Board role and responsibilities
    2. Ways of working at the foundation
    3. Prepping for your first board meeting
    4. General Q&A
  2. Give access to key information (board calendar, Handbook, Google drive)
  3. Add the new board member to the board mailing list

The new board member is responsible for:

  1. Reviewing organizational background to understand more about the Foundation
  2. Attending orientation call with Director of Operations
  3. Meeting 1:1 with President & CEO
  4. Attending first board meeting

Organizational Background

  1. History, mission, vision: brief history on our origins, mission and vision.

  2. Our strategy and goals:

    1. Strategy overview
    2. Organizational Goals

  3. Handbook: the Handbook is our way of making sure that all of our organizational information is accessible to everyone, regardless of when they became part of the team, and for those who are looking to partner or work with us. This is our single source of truth. Learn more about how we use our Handbook.

  4. Our Team: The Foundation currently has 11 team members. Click here to learn more about each team member. All team members report to the President & CEO, while the President reports directly to the Board. The team also uses a number of consultants to assist with various elements of the organization, such as accounting, communications, and legal counsel.

  5. Grantmaking:

    1. Our approach to grant-making
    2. Grantees: the Foundation is currently investing in a number of amazing organizations. You can learn more about each of them here.

  6. Measurement and Impact Analytics:

    1. North Star: how we maximize and measure the impact of the GitLab Foundation
    2. Modeling and What it Means: how we measure our return on investment in the grant selection process
    3. Measurement to date (based on investments made): calculation of our impact

  7. Financials:

    The GitLab Foundation has a fiscal year of February 1-January 31.

    We have two sources of funding: GitLab Inc. shares and Sid Sijbrandij (contributions can come from cash, stock or family foundation). GitLab Foundation dedicated 1% of their shares to social responsibility when they went public in October 2021. Sid Sijbrandij committed to matching the commitment.

Helpful Information

  1. Responsibilities
  2. Members and Bios
  3. Board Committees
  4. Governance documentation
  5. Meetings
  6. Calendar