pmlaw / The-Bitcoin-Foundation-Legal-Repo

A public repo for legal documents related to The Bitcoin Foundation
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Should we restructure the member classes? #15

Closed bg002h closed 10 years ago

bg002h commented 10 years ago

As has been brought up in the "Founding members should have no special for-life voting privileges" thread (https://github.com/pmlaw/The-Bitcoin-Foundation-Legal-Repo/issues/10), there has been talk regarding eliminating the need for a founder's class's voting rights by eliminating membership classes altogether.

I'm opposed to getting rid of the industry and individual membership classes as I feel both classes have different interests and priorities that occasionally are opposing. I feel the compromises between the interests of these two classes will result in the best route forward. However, with both classes being numerically balanced to force compromises, there will occasionally be deadlocks.

This leads to a separate issue of how to resolve deadlocks, which we can discuss as a separate topic in another thread (currently, the founding members class serves this role). I would include in that separate (and as of yet non-existent) thread whether or not the the "tie breaker class" can cast votes that cause a tie (ie, if an unequal number of other class members is not present at a meeting).

David-R-Allen commented 10 years ago

I would like to see examples of opposing interests and priorities between industry and individuals.

Perhaps just one of each to open the debate.

bg002h commented 10 years ago

Hypothetical examples: Individual -- we should pursue a policy of not engaging with regulators. Industry -- in order for us to run our companies, we need to engage regulators.

Industry -- we need to refrain from efforts enhancing fungibility to make nice with regulators/law enforcement. Individual -- fungibility is the only route to privacy and privacy trumps the desire to build crime fighting into the currency itself by exactly the same reasoning as for the US dollar.

I have strong views in support of enhancing privacy and creating the legal/regulatory environment for Bitcoin businesses; the exact timing and methods used to pursue those efforts would be very different if the board were composed of a class that favored one issue over the other.

David-R-Allen commented 10 years ago

That is a great example Brian, and it speaks to one of the fundamental issues of this organization. The founders were very specific in setting up the Bitcoin Foundation, that a major component would be to work with existing organizations. Those that did not agree with this premis, would not have joined and stayed on bit cointalk or reddit.

So the question is, why would you join an organization with a specific way of doing things (think chamber of commerce) and expect it to do things differently (tax opposition group)?

*\ real time editing with GitHub is new to me and only saw your first example when I responded. I will address in separate post, if that is the protocol.

bg002h commented 10 years ago

I agree that my hypothetical's were a little weak, but, the issues regarding prioritizing goals that both classes agree with it very valid and not addressed in your post.

David-R-Allen commented 10 years ago

Your second example speaks to a split in philosophy that would be less industry vs individual and more privacy vs statism. There are certainly many new industry examples where privacy is an encouraged outcome (think Firefox and even Apple/google). I can't think of one business in the Bitcoin space that would support discouraging fungibility . You have one?

bg002h commented 10 years ago

No; but as an issue of prioritization (ie, which to work on first), I could see significant disagreements arising. Some things are not best done in parallel, especially when it comes to sensitive political/regulatory things.

David-R-Allen commented 10 years ago

Perhaps I missed your point.

When the agenda is set by the Executive Director, priorities are outlined according to the wishes of the board. This sometimes might take place with a vote, and other times might simply be an understanding according to the tone meetings or documents provided.

As we have very little to go on from the scant minutes provided, and our theorizing about how the board should/could/would prioritize issues is not based in reality, but only where we might see a problem of prioritizing, perhaps the organization could easily answer your question, if asked.

mdhaze commented 10 years ago

@bg002h As far as I am aware you have never made a strong argument for attention to "resolving deadlocks". It's always a sort of "what if" scenario playing. Standard procedure is simply to have one individual who only votes on a tie. End of subject. There is no problem on this let's move on.

One class of member.

All benefits to industry members can be shown to be equally available whether or not such a category exists on the board. Many industry members have occupied individual seats but the reverse cannot be true.

BF, it's advocacy is for a protocol that explicitly does not require trusted intermediaries, so the idea that operations leveraging on status as trusted intermediaries (EG most "Industry") should have a special status on the board is obviously contra to the stated goals of the BF.

--satire hat on-- Perhaps you would like to change the charter of the BF to state "Bitcoin Foundation standardizes, protects and promotes the use of Bitcoin cryptographic money for the benefit of users worldwide, but we have improved it so that our industry members can be trusted intermediaries in the use of Bitcoin cryptographic money which is a protocol that is trustless". --satire hat off--

David-R-Allen commented 10 years ago

Let's get personal here. Who has been at a board meeting and can they tell us if there is a defined line between individual representation and industry representation? (Without giving away board confidences, of course)

mdhaze commented 10 years ago

@David-R-Allen I'm missing something implicit in the drift. An agreement with Brian that "conflict, disagreement between board members is bad/counterproductive/suboptimal?" If that's somewhere close to the sentiment. I can't agree with that attitude, they are big boys. Makes no difference to me if there are shouts and arguments and they walk out mad in board meetings. Through conflict and tension come resolution. Frankly if they were not disagreeing then there would be things they were agreeing to not bring up.

I'm seeing what is allegedly "the problem" as part of the "road to best solutions".

David-R-Allen commented 10 years ago

My point was not clear. I'll try again.

We do not have the ability to understand ANY issues that board members may have against or for each other's because the Minutes of said meetings simply say things are discussed. No positions are taken, except in the passing of motions to create committees and the like.

I would love to see and hear the reality of the meetings organized and run by people we have elected. We have no way of knowing if it is a love-in or a bloodbath.

My point to Brian, is why concern yourselves with voting methods or quorums if there are no lines in the sand laid down to differentiate Industry from individual board members.

I expect I will now be corrected for posting in the wrong fork.... And will edit as instructed.

bg002h commented 10 years ago

I think our two class system is well designed. I agree with formalizing a "ceremonial, tie break only" role for whatever the third class is.

@mdhaze Some history: our first election was to add two board seats to make it easier to actually get stuff done. As it stood previously with 5 board members, it was hard to achieve quorum and non-tied votes (presumably, votes not in minutes as David pointed out).

If we move to one class (ie, disenfranchise the industry class) as suggested, we will not need a tiebreaker class at all. I'm skeptical of the idea that businesses will still pay for industry member benefits without having a significant say in how the foundation is run -- that's a question for industry members.

ABISprotocol commented 10 years ago

Firstly, regarding the issue opened here by @bg002h ~ The title of the issue opened is misleading (even if unintentionally so).

The question, "Should we restructure the member classes?" presents the assumption that the member classes are either static or confined to a specific structure. They are not. The presence of the Bylaws on Github implies to my eye that they are dynamic, about which various persons expatiate by deliberative processes in various fora.

The presentation of the question as a header to this issue may therefore be evidence of a kind of antinomy, or an implication by question. Assuming for the moment that there is an antinomy presented by the question, I suggest that the notion of a dynamic character of classes can be shown as a result of characteristics of Github, which allows public repositories such as the one where we see the Bylaws to be cloned, forked, and allows various repositories to be referenced within each other. This dynamic nature in which information 'bleeds' constantly from one area to the next implies that there are characteristics about the process which lend meaning and therefore the sum total of the information, whether it is comments, an action in a totally different repository referencing this one, a pull request, or some other action entirely, adds meaning to any of the notions present in the repository regardless of whether or not the repository itself is immediately changed. This may or may not mean that the persons involved in the management of the repository consider that it should be "changed," and whether that threshold is reached may be a matter of considerable decision, or it may be an exercise in a grand collective delusion or a very large illusion. In any event, actions here lead to shifts in meaning, and this contributes to the dynamic nature of the information under discussion. Additionally, the notion of the classes is essentially illusory (involving a fiction developed by the Founders), they are fluid (one can pass from one of the created classes into another, with the barrier essentially being money ~ unless you are a Founder in which case all others are presently excluded from your class), and they are used to reinforce economic class structures present in an older decentralized society (invocation of the classes despite the generally illusory divisions and behavior corresponding thereto suggests inclinations and tendencies corresponding to centralization or perhaps even the attitudes of the wealthy during the rural English Swing Riots of 1830).

This brings me to the further details elucidated by the author of the issue in the issue description, namely:

@bg002h : "I'm opposed to getting rid of the industry and individual membership classes as I feel both classes have different interests and priorities that occasionally are opposing. (...) with both classes being numerically balanced to force compromises, there will occasionally be deadlocks. This leads to a separate issue of how to resolve deadlocks, which we can discuss as a separate topic in another thread (currently, the founding members class serves this role). I would include in that separate (and as of yet non-existent) thread whether or not the the "tie breaker class" can cast votes that cause a tie (ie, if an unequal number of other class members is not present at a meeting)."

1) It is clear that @bg002h feels that both classes have different interests and priorities. 2) It seems that @bg002h wants the classes to be preserved.

This issue appears to be moot as there does not appear to be anything emanating from it which would result in any action other than expressing the author's position of opposition to something.

As mentioned in a seperate issue, I will wait for Issue #10 to run its course and then open up my own points 2 and 3 as I originally proposed, as distinct open issues.

Cheers.

David-R-Allen commented 10 years ago

I just have to comment on the preceding piece.

I read all of this stuff and I am so pleased that @ABISprotocol has gone to the trouble of articulating exactly what I have been thinking (although I am not nearly as detailed.)

Thank you, and I hope others read the whole thing.

bg002h commented 10 years ago

I think it is unwise to get rid of industry class, not only because I feel industry interests and priorities would be underrepresented, but also because I feel this would significantly reduce our financial resources. No fancy thinkin' on my part.

ABISprotocol commented 10 years ago

"Questions are more transformative than answers...They are the means by which we are all confronted with our freedom." ~ Peter Block (“Community: The Structure of Belonging,” 2008)

bg002h commented 10 years ago

Are you saying the discussion is more important than the actions that arise from it?

mdhaze commented 10 years ago

@bg002h @ABISprotocol

ABIS is saying that the "classes" don't actually exist. Neither yhas ever actually defined "industry" to any reasonable level. To be honest about it, you could strip the "industry/individual" phrases and replace with "High rollers/low rollers" and do better. You said...

"If we move to one class (ie, disenfranchise the industry class) as suggested, we will not need a tiebreaker class at all. "

....Neither is it true "disenfranchise" nor "not need a tiebreaker class".

bg002h commented 10 years ago

Bylaws define classes.

David-R-Allen commented 10 years ago

(b) Industry Members. The Industry Members of the Corporation shall be corporate entities doing business in, servicing or supporting the Bitcoin system or in a similar distributed-digital currency system. The Board of Directors, in its sole discretion, may create categories of Industry Members with special rights, privileges, or duties; however, no such categories shall have any rights, privileges, or duties inconsistent with these Bylaws.

(c) Individual Members. The Individual Members shall be natural persons transacting in, promoting or otherwise contributing to the Bitcoin system or other similar distribute-digital currency system.

bg002h commented 10 years ago

I'll leave my issue open for a few days longer to see if it attracts a larger discussion. If not, I'll close it.

David-R-Allen commented 10 years ago

I posted the description of the classes from the ByLaws because I thought it was obvious, there is no difference between industry and Individual votes. The voting is done by individuals in both instances. Individuals are selected by voting and all votes should be able to be cast by anyone.

I am not in favour of the current system because it leads it increased centralization which leads to corruption.

@bg002h has put the notion of fundraising as the prime directive for a class structure. I understand his premiss, however that class structure also adversely affects the power and management within the organization currently.

Where is management on the class structure?

mdhaze commented 10 years ago

@David-R-Allen @bg002h If optimization of fund raising is a primary objective, then we should likely look at Washington DC for guidance in how well that works.

Wait, I think there might be a little problem there...

@bg002h You said "with both classes being numerically balanced to force compromises, there will occasionally be deadlocks" but you have ignored my comment that individuals voted in are often actually from industry. This means that the statement "classes being numerically balanced" is false and implications drawn from it are false.