Update Bylaws_of_The_Bitcoin_Foundation.md

[ABISprotocol]

Submitted in connection with Issue #10

[mikegogulski]

I like where this is going. However, there's a bit of a chicken-and-egg problem here. In my opinion, the Board should not have the power to make such a change to its own constitution. That power should be reserved for a general meeting of the membership.

[ABISprotocol]

@mikegogulski I agree. However, a change that would alter the power of the Board with respect to whether or not it would be able to make a change to its own Bylaws (or constitution as you put it) is not part of this pull request. I will in the future make a greater level of decentralization (and departure from certain problems of representation) a part of a different pull request, which I have referred to obliquely in my comment at this thread as "2) (and) 3)."

[ABISprotocol]

For those interested, I've been informed that my pull request(s) will be added to the Bitcoin Foundation Board of Directors meeting agenda. I'm not sure if it will be on July 14th, or on the next available meeting date, and since I have two pull requests, it may be spread out over a couple Board meetings.

[ripper234]

I like this direction. Was this discussed yesterday?

[ABISprotocol]

@ripper234 It may have been, I don't yet know. I'll find out the outcome post-vote (as mentioned, this may be spread out over a couple Board meetings) and once I know I'll be sure to mention it briefly on Github and on forum somewhere.

[pmlaw]

This pull request was briefly discussed at yesterday's Board meeting, but there was insufficient time prior to the meeting for Director's to give it proper consideration. The Board voted to hold this request open for another month and reconsider at the next Board meeting.

[ABISprotocol]

@pmlaw Thank you. I look forward to hearing the final outcome and vote. Again, as stated previously elsewhere, I'll honor and facilitate any Board approvals which would include a modification to my submitted pull request, in the event of such a modification by the Board, but in any event, please inform me of the ultimate outcome (approval, denial, approval with modification)... Cheers

[pmlaw]

@ABISprotocol Having reviewed this pull request I'll give you my feedback FWIW (not much since I don't have a vote). It seems like you are trying to do 3 (at least) things in this 1 request, which is probably 2 things too many.

Things you seem to be trying to do:

1- Remove voting power from the Founding Member's Board seat 2- Create Board Observer rights for every Member of the Foundation 3- Provide for an "At-Large" Board seat with non-weighted cross-class voting (essentially a 4th Individual Member Board seat)

I would suggest you submit a separate pull request for each of these.

Point 1 is reasonable and in the spirit of the discussion taking place in issue #10.

Point 2 looks like a poison-pill just at first glance. Transparency related to Board meetings is a valid topic for discussion but this extreme position would not allow the Board to handle any sensitive matters like employee compensation and benefits, performance reviews, etc. that deserve to be private.

Point 3 I personally disagree with. I think unweighted cross-class voting for a new board seat would simply create what is effectively a 4th Individual member seat. There's a reason that we have a balanced board with 3 Industry seats and 3 Individual seats.

You can fundamentally disagree with that approach (having a balanced board) but I'd suggest you address that issue directly. If you want an unbalanced board you should submit a pull request for a 4th Individual seat, don't hide your intentions.

[David-R-Allen]

Patrick, just in case someone hasn't said this yet, thank you. Either on or off the BF's expenses, your help here is greatly appreciated.

I think it is important to debate something that the general membership has somewhat agreed upon, and when asked, the majority of those running in the last election for the two Industry seats had expressed sincere interest in continuing their involvement should there be only an individual class.

Your comment below speaks to the major communication issue of the Bitcoin Foundation. First you tell us what the vote would create, and then you tell us to behave ourselves because, just because.

If there is a reason for the balanced seat ratio, please tell us simpletons what it is.

It's pretty obvious that everyone entering the Bitcoin space is doing so for the same reasons, and if they are not, the've got some splainin' to do.

"Point 3 I personally disagree with. I think unweighted cross-class voting for a new board seat would simply create what is effectively a 4th Individual member seat. There's a reason that we have a balanced board with 3 Industry seats and 3 Individual seats."

[pmlaw]

@David-R-Allen Thanks.

I'm happy to have a discussion about how the Board is balanced. But, as I said, you aren't likely to see this pull request approved (IMHO) as it's written because @ABISprotocol (with much appreciation for the effort) has conflated three contentious issues into one request.

My suggestion was to tackle each issue one-by-one.

My personal opinion is that a balanced Board is far preferable to all Individual seats. One of the premises the Foundation was formed on is that there is common interest between individuals utilizing the bitcoin protocol and companies seeking to commercialize applications built on top of the bitcoin protocol. Maybe that's flawed? Let's discuss, open an Issue on this specific issue.

[vessenes]

I had at least a major part in constructing the multi-class board setup that we have, and can happily explain my thinking on it at the time in a few sentences:

• Individuals will never be able to pay for the Foundation to exist, but I believed it was important to give them a voice in what the Foundation did
• Industry members would likely pay for the Foundation, but would need additional influence and access in exchange.
• To provide a tie-breaker, the Founders were given a vote.

Not too complicated or nefarious, just balancing a community value with a pragmatic financial consideration. As a comparison, we're even less money-grubbing than say the Linux Foundation which allows upper-tier members to buy board seats direct.

It seems ungrateful to complain that Patrick's advising you on what's likely to be well received by the board, and help you structure it for maximal success, whether or not he agrees with your premise, no?

[David-R-Allen]

Peter, Let's get this out of the way once and for all, so it doesn't climb back on the table. I am not ungrateful nor am I complaining about Patrick's advice. So far it has been nothing but sound and I believe most of us feel the same way.

I personally appreciate you explaining the backstory and the rationale for the current membership structure, as this information gives us a place to start in the next discussion fork.

Thank you.

[ABISprotocol]

@vessenes @David-R-Allen @pmlaw I won't be altering the pull request at this time. I'll wait for the Board's vote which I understand will come in a month or so. As has been noted elsewhere, the Board considered this at July 14 but did not have adequate time to deal with it at that time, and continued it to the next Board meeting, which occurs in about a month. I'm not going to add layers to it at this stage, but as I've emphasized before, if the Board votes to approve, deny, or approve with modifications, I will honor the Board's decision (and I will facilitate via commits, any modifications the Board may see fit to approve, if it does so). I am repeating myself here (probably unnecessarily) on this point. I will not repeat myself again here on this matter. I await the Board's vote. Please inform me when it has happened.

[mdhaze]

@pwlaw @ABISprotocol @vessenes Interesting comment by Vessenes... It seems ungrateful to complain that Patrick's advising you on what's likely to be well received by the board, and help you structure it for maximal success, whether or not he agrees with your premise, no?

I see both points of view. First, in an efficient voting process it is important to tailor wording so as to maximize something being accepted. Second, people may want certain things regardless of whether the board wants them or not.

And there is definite merit in getting the board on record on various subjects. That's part of what this is about.

[gavinandresen]

I will vote no on this pull request. After reading the long thread in issue #10 and then trying to read the diff, I still don't understand exactly what this pull request is trying to do.

Process nits: A good pull request has a descriptive title. "Update bylaws" is not specific enough. And a good pull request has a concise description of what it is trying to accomplish and how it accomplishes it. A great pull request also talks briefly about other possible approaches and why the one given was chosen -- it is in the best interest of the pull request creator to make the work of reviewers as easy as possible.

[ABISprotocol]

@gavinandresen I find it interesting that you are attempting to slant the vote with your own personal perspective, rather than studying the proposal carefully and reserving your judgment until the matter is further discussed by the Board. I consider your approach to be shameful and not worthy of my respect. I hope the other Board members are able to take a more measured approach, and listen to each other in about a months' time before making a final decision and a vote. Being that you work on bitcoin code, you are also intelligent enough to read and understand what the pull request would do, and your words "I still don't understand exactly what this pull request is trying to do" are merely an example of you pretending to be ignorant.
I await the Board's formal vote from a Board of Directors' meeting, not your barely-hidden attacks on this issue on Github, Gavin. One way or the other they will be on record on this issue. In addition, I think you should recuse yourself from the vote, since you are a Founder and Founding Director, and this matter would affect Founders and Founding Directors, thus I see a conflict of interest in you voting on it, to be honest. I believe the Board of Directors should address this conflict of interest as well when they convene to vote, and I will be contacting them to request that the conflict of interest be discussed at that time. You are not a god. You are Gavin. I suggest you recuse yourself from further consideration of this issue.

[ABISprotocol]

Quoting from my earlier comment here (even though I said I would not repeat myself, I feel a need for re-emphasis of this point): "I will honor the Board's decision (and I will facilitate via commits, any modifications the Board may see fit to approve, if it does so). I am repeating myself here (probably unnecessarily) on this point. I will not repeat myself again here on this matter. I await the Board's vote. Please inform me when it has happened."

[mdhaze]

@ABISprotocol

I understand quite clearly what your intent is with this pull request, and think it clears up a glaring logical and practical issue with the (mal formed) bylaws and makeup of the organization in question.

It is interesting that somehow, there is shortly to be a vote for a "New Founding Member", which in the absence of some corrections to the bylaws, would be some long term virtual currency user who floated into a endowed vote for life slot. And thus at this time you present a proposal for said correction.

I guess any of the millions with a history of usage of Linden Dollars or WOW gold would qualify. Always wished Call of Duty had a tradeable currency scheme, personally.

[ABISprotocol]

@mdhaze In the interest of transparency, I wish to add that I was not aware of the upcoming vote for a "New Founding Member." It's my understanding such matters are (at present) not required to be disclosed to the membership prior to their occurrence, For example, both in the version of the Bylaws that exist now, and in the version that would exist if my proposed changes for this pull request were to be approved by the Board ~ in both versions ~ the Founding Members are still Founders and can still vote by ballot amongst themselves to designate one of their own a "Founding Director." To wit, as shown in the Bylaws section relevant to your comment (which is proposed to be altered slightly as part of my pull request), it states:

(Existing Bylaws) "(a) Founding Directors: The Founding Member’s shall elect one (1) director or such fewer number as equals the total number of Founding Members. All directors elected by Founding Members shall hereafter be known as “Founding Directors”. Each Founding Director shall be deemed to have been duly elected upon receipt by the Chairman of the Board of a written ballot from the Founding Members. The initial Founding Director shall be Peter Vessenes, CEO of CoinLab, Inc."

(As Proposed in my Pull request) "(a) Founding Directors: All directors elected by Founding Members shall hereafter be known as “Founding Directors”. Each Founding Director shall be deemed to have been duly elected upon receipt by the Chairman of the Board of a written ballot from the Founding Members. The initial Founding Director shall be Peter Vessenes, CEO of CoinLab, Inc. Such "Founding Directors" shall not cast votes as Founding Directors or in any other voting capacity on the business of the Board of Directors."

So as you can see, it never mattered to me when I was composing my pull request whether or not Founders would continue to select one of their own as a "Founding Director." If they do, more power to them, well and fine. However, throughout my pull request, it is emphasized that the Founding Directors shall not cast votes as Founding Directors or in any other voting capacity on the business of the Board of Directors. Naturally, this doesn't keep them from doing their own thing to their heart's delight within their own group, it doesn't keep them from meeting with the voting members of the Board of Directors, it doesn't do anything that would unreasonably restrain them in any way. It does, however, empower the other members more, as evidenced from other parts of my pull request, in particular, with respect to the proposed changes in Section 5.4 under Vacancies.

My pull request would not (and does not) attempt to keep someone from becoming a Founder or Founding Director. If it emerges that the Founding Members list is to be changed at some point in the future, that's the Board's discretion to do, if a new Founding Director is to be selected, that's up to the Founders in my proposal too. The titles for all the Founders, however, become honorary under my proposed language.

[pmlaw]

The Board voted against this proposal. The vote was unanimous with all Board members attending. The reason was simply that it was difficult to understand the purpose and goal of the suggested change. There was an expression that some elements of the pull request where worth considering but that it was not presented in a way that it could be readily understood much less approved.

[ABISprotocol]

@pmlaw Thanks for posting the results of the Board action. It's my understanding that there is an alternative proposal pending relating to the Founders [ Issue #10 ], with the number of the alternative proposal being pull request #24 ~ Please advise when that pull request is voted on.