Founding members should have no special for-life voting privileges

[ripper234]

I believe founding members should either have:

1. A limited term, and the board should have the ability to remove them.
2. Or, they title should be honorary but shouldn't come with any special voting privileges.

Founding members, while honored, are not 'benevolent dictators for life', and any special power they have over the Foundation's decisions should be up for a normal voting process.

If there is consensus on the idea, I can work on a pull request that codifies this.

[bg002h]

I would aff anotger idea to Patrick's summary post:

5) markedly enlarge the founders class (and presumably rename it).

There are three levels of industry member and two levels of individual members. Adding to top tiers of each class (or all but the bottom tier). This dilutes the voting rights over more people and incentivizes people to join at a higher level.

[ripper234]

@bg002h let's call this 6), as I already took 5):

5) Turn all founder board seats into observer roles, and remove any voting privilages, without replacing it with another type of voting/seat. Founding members would be able to run for private/industry seats as usual.

[bg002h]

Sorry...I did see that...I hate my little iPhone screen.

[ABISprotocol]

I would like to see @ripper234 do the pull request related to this issue, as originally suggested in the text of the open issue.

[ripper234]

If I get a buy-in from the board members and some direction, I can work on a pull request (it may take me a while, I'm quite busy a.t.m).

[ABISprotocol]

@ripper234 I do hear you on the time issue (and there is always room for more input), but with that said, I am compelled to make a brief note of the actual process for changing the bylaws as cited in the readme for this repository:

"If you would like to see a modification or change made to The Bitcoin Foundation's bylaws please submit a pull request to this repo. The pull requests will be collected and presented to the Board of Directors at the next meeting of the Board. Upon an affirmative vote of the Board of Directors a pull request will be incorporated into the official bylaws."

There is no requirement that buy-in from Board members be sought. In fact, seeking buy-in from Board members here may be problematic, as some may have a conflict of interest if their expressed position (and their fiscal interests in the form of salary and / or purchased voting rights in excess of those exercised by individual members) would very likely clearly conflict with the interests of members of the public who wish to see changes to the Bylaws. This is particularly true in the case of Founders, or Board members who fit into the Founder category, or a Board member who is an Industry member, or a Board member who is a Founder and a Bitcoin developer paid by the Foundation. However, I think the process is very clear from the readme file in the repository: "submit a pull request to this repo. The pull requests will be collected and presented to the Board of Directors at the next meeting of the Board."

(As an aside, it is interesting that we are using terms such as "buy-in" with respect to voting support, isn't that part of what we are trying to get away from here? Just a note on our own reinforcement of these notions.)

With that being said, anyone could make a pull request based on this open issue, but it would be my preference and hope that you (( @ripper234 )) would since it would seem consistent with the nature of the issue as it was originally described and has evolved.

[mdhaze]

@ABISprotocol @ripper234 @bg002h Just a brief note. I do not advantage to "buy in" from the board prior to submitting a pull request. Yes, that would assist in getting an agenda item passed. But there may be cases, and some of the content of this thread is such a case, where the vote of the board defines their position on an issue, where other wise their stand is undecided.

So yes, you might form a pull request to have them vote on it, knowing it would fail, just to have a public clarification of where TBF stood on that issue. I am not advocating playing games here, just trying to illustrate why prior move toward consensus is neither necessary nor good.

In alternative cases, there may be situations where some phrasing is acceptable to a voting majority and slightly different phrasing is not. However, without shuffling to the board and asking this question, returning and rewriting, asking again, this cannot be known. I certainly don't have the time for that...don't know about you other guys....

[ripper234]

I'm just to conserve my time here ... I don't want to spend time working on a pull request that ends up getting rejected. If I had more time I might, but I prefer channeling my time and energies elsewhere.

[mdhaze]

No part of the github discussion or pull request procedure is time efficient.

[ABISprotocol]

@ripper234 @mdhaze If one were to do a rough count right now of who on the Bitcoin Foundation Board would vote for any change, I'd have to say best case scenario it would be split and worst case scenario no-one on the Board would vote for it. I hope that I will later be shown to have been too pessimistic on these points ~ we shall see. (edit: There may be different pull requests related to this issue.)

[ABISprotocol]

To @pmlaw ~ According to the Bylaws 'Readme' associated with the Bylaws repository in effect as of the time of my pull request shown above, the process is as follows:

"If you would like to see a modification or change made to The Bitcoin Foundation's bylaws please submit a pull request to this repo. The pull requests will be collected and presented to the Board of Directors at the next meeting of the Board. Upon an affirmative vote of the Board of Directors a pull request will be incorporated into the official bylaws."

I look forward to seeing my pull request on the next meeting of the Board for action as per this process.

[pmlaw]

Although there is no pending pull request related to Founding Member's voting, this topic was discussed again by the Board at our meeting yesterday. The Board is waiting for a pull request(s) to act upon.

[ABISprotocol]

@pmlaw There is an outstanding pull request relating directly to this issue. See #17.

[pmlaw]

@ABISprotocol I'm not seeing the connection? #17 relates to notice of meetings and transparency. What am I missing here?

[ABISprotocol]

@pmlaw My apologies, in my last comment I mentioned #17 but I should have said,

16 which has do do precisely with this issue. I don't think you're missing anything, except that being as I have previously mentioned #16 and #17 in my formal requests on the forum for the Board to consider, and I've received a reply from a Board member on July 12 that they will be considered. I take that to mean the Board will be considering them.

Thanks again for the clarification re. the numbers I referenced earlier.

[pmlaw]

@ABISprotocol Got it.

[ripper234]

@pmlaw yeah, I saw that @ABISprotocol already worked on this pull requests so I decided not to create another, I think ABIS' are a good direction. Awaiting board feedback on those.

[pmlaw]

@ripper234 So you know, I would not recommend that the Board adopt the changes submitted in #16. Generally speaking, it's overly broad and beyond the scope of this issue. You can see my specific comments in the pull request.

I'd recommend someone take another crack at it in an issue specific way.

[ABISprotocol]

@pmlaw As I understand it, your recommendation does not constitute a formal Board vote. I look forward to seeing the Board's vote on my pull requests. It's my understanding #16 will come before the Board again in a month, and #17 thereafter, I imagine. I will wait for the Board's vote.

[pmlaw]

As a heads up, some of the suggestions posted here have been incorporated into pull request #27.

[ABISprotocol]

@pmlaw ~ #27 adds Chapter to replace Founder board seat, but that pull request does not address the problem of Founders, whether or not they should be allowed to continue to vote, nor does it seem to address potential issues that could arise in connection with the Founders to the extent that such issues could lead to inurement. Since the Board chose to vote against #16 and #17, I placed my support behind #24 ~ which @ripper234 has thoughtfully offered, and which I have noted would be a good first step in my prior remarks. However, as of a day ago you have added a new pull request (now incorporated into Bylaws) relative to this as well, which is described as 'Eliminate Founding Member Seat from Board of Directors.' While I also support this pull request (which has apparently merged with Bylaws) as a first step in the right direction, I remain concerned that the latest pull request, while it does propose elimination of the Founding Member seat from the Board of Directors, does not change Article III, Section 3.1(a), Section 3.2(a), nor Article VI, Section 6.1 which includes a reference to a Founding Member who is also a Chief Scientist. In order to avoid the issues associated with Founders syndrome and potential for inurement in the future, these inconsistencies must be addressed as a starting point. When one person is allowed to wear a large number of hats, problems can result.

For example, currently there is a Founding Member who is also an Officer of the Corporation in the capacity of Chief Scientist, who also holds an Individual Member seat on the Board of Directors! This remains an unaddressed problem, irrespective of the community respect or support that any individual who holds this many hats may have.

I do not believe the proposals which have been accepted or are pending before the Bitcoin Foundation Board adequately address the issues of Founder syndrome and inurement. It is clear that more remains to be done to address these issues.

[pmlaw]

@ABISprotocol The Founding members seat was removed. The Chapter seat is meant to replace it. That keeps the number of directors at 7.

@ripper234 pull request (#24) was less restrictive of Founding Member participation than the commit that the Board passed. In @ripper234 pull request Founding Members would retain observer rights, for example.

The change that passed eliminates all future participation of Founding Members. I'm not sure what more you would suggest we do.

Section 3.1(a) and 3.2(a) simply enumerate the Founders of the Bitcoin Foundation. No power is vested to any of those individuals. I'm not supportive of disappearing the identities of the founders down a memory hole, that would be the opposite of transparency.

Section 6.1 has nothing to do with Founding Member status or rights. Gavin is an Officer and a Board Member. So is Jon Matonis and Elizabeth Ploshay. I'm a Founding Member and an Officer but not a Board Member. What's the issue?

I think you got what you were hoping for here.

[ABISprotocol]

@pmlaw Again, I see it as a positive step, but one which does not eliminate the potential for inurement. It's clear to me that if the bylaws allow a Founding Member to also be an officer of the corporation as a paid employee of the corporation and also to be able to hold an individual seat, there are clear present or future inurement and various conflict of interest issues. Sadly, I don't think that the Board currently agrees that this is actually a problem, so in light of the direction I see here, I no longer see that my efforts to address Founders syndrome and inurement will be meaningful, and thus I will cease comment on this matter. However, I remain concerned that since members have been unable to get the Board motivated to ameliorate these issues substantively, it's possible that a regulatory body may eventually do so (which is exactly what I had hoped the Board would keep from happening, as I am not an advocate of the use of regulations against organizations although I do understand that the Corporation is a District of Columbia nonprofit corporation that was created based on IRS rules). Additionally I do not see that there has been any Board movement towards transparency in the context of posting of agendas or minutes timely, which has been the subject of other pull requests raised. I will continue to focus my efforts on the Anonymity and Funding piece (hitting at the core of whether or not the Board is serious about protection of users), which I understand will have a final vote in a matter of less than four days from now.

[pmlaw]

@ABISprotocol The Foundation's primary mission is to support development of the bitcoin protocol. Having Gavin in a paid position as Chief Scientist is directly related to the Foundation's mission. Further Gavin doesn't set his own compensation. He has always recused himself from those discussions.

His status as a Founding Member is symbolic and uncompensated. Board members are uncompensated. Not seeing the issue.

Can you provide me some specifics about these allegations?

[ABISprotocol]

@pmlaw I don't have any allegations at all, for the record, nor am I personally aware of any. I had hoped however that the Board would protect itself from any future regulatory efforts which could be used against it, but as mentioned previously, I think I have been ineffective here, and thus will cease commenting on this issue. I will focus my remaining energies and time on the Anonymity and Funding piece. Thank you for your reply.

[pmlaw]

Okay thanks.

[pmlaw]

Since this issue was resolved in commit aa397fe I'm closing it now.