Founding members should have no special for-life voting privileges #10
Comments
ripper234
changed the title
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To expand: IMO it is not right that founding members have lifetime membership, and that membership actually has power over board decisions. E.g. Mt. Gox / Mark Karpeles had a membership and there was nothing the board could do to remove him. Thankfully he willfully resigned. The governance of the Foundation should be democratic. If anyone is given a position for life, that position should be a purely honorary one with no voting / decision power. |
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They gotta pay yearly at 4x the annual member rate. The idea behind why founding directors can't oust each other is to prevent a tontine style power grab. I'm not in favor of giving industry or individual members, as a class, control over the board. I think the current arrangement minimizes founding member "power" but maximizes the ability of the board to avoid deadlock. Do recall that we added two board seats (to expand the board from 5 to 7 by electing Micky and Elizabeth) primarily to make it easier to achieve quorum. Being a board member is sort of like being elected to jury duty...except you don't have to show up. |
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What is the reasoning behind giving any privileges 'for life' to founding members? |
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Just a note, any board member can be removed without cause by a 2/3 board vote. With cause 50%. So, Mark was definitely removable as a board member by a simple vote, as is any board member, including me. I believe the same could be done by 2/3 vote of the board inre: any founding member by rewriting the bylaws, but I'm not certain. The intended dynamic is that if the board can't or won't work with someone they can essentially send them back to the member class and say "send us another". I think this helps preserve the voice of the different member classes at the same time as giving the board some flexibility as to choosing a good working group. We have been talking at length about how to adjust the founding member status, for a variety of reasons. My thinking in creating it at launch is that I consider organizations to do better if there is a way to guarantee some continuity of vision and perspective with the founders. (See this article for some thoughts on this matter: http://www.bhorowitz.com/why_we_prefer_founding_ceos). As an example now, if Gavin and I leave, there will be nobody on the board who has been with the Foundation even through its brief history. There are always reasons, mistakes, opportunities missed and taken, and I think it's best for an organization to be able to capture that knowledge as it grows and changes. Giving the founding members a chance to nominate someone they feel can hold and carry forward the vision and intent of the Foundation is one way to try and capture that benefit in a non-profit structure. Anyway, I would love some constructive feedback on how to achieve this goal in a way that makes for good governance at the same time. As always, I'm just talking for me here, I don't really think anyone knows where the board as a whole is at inre: founding members, but we are definitely in conversation on it. For myself, I haven't heard a concrete proposal that's definitely better than what we've got. |
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I get what you're saying about the founders keeping the original ethos. Still, I think that the current status where Founding Members are privileged for life is too unhealthy. So, my suggestion is to abolish board seats for Founding Members, and have you and Gavin run for the same board seats as other Individual Members run for. If you do a good job, you will be re-elected ... it's as simple as that. Would love to hear feedback about this from other board members and especially @gavinandresen. |
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My current favorite idea is to replace the Founding Member seat with somebody appointed by the Individual and Industry Board members. I don't really care about the details (appointed by outgoing Board or incoming Board? Term? etc); as Peter said, bad board members can pretty easily be voted out by the rest of the Board. But why do you care what I think? I'm not an expert on effective non-profit international organizational structure... |
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Heh, I care what you think just because of the respect I have for you, and you being the other Founding board member... So, what are the next steps? Will you discuss this at your next board meeting? Should I/the community formalize a pull request that follows what Gavin proposed here? |
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Two ideas that have been proposed to the Board thus far are:
I'm open to any new thoughts but those are the two best proposals in my mind. I actually slightly prefer Jon's proposal to give the Local Chapter's a seat on the Board. As to process. Someone needs to issue a pull request - I can do that, or Peter or you. Happy to help draft the language if we settle in on a specific proposal that makes sense. |
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I think this makes a lot of sense, and see you have put a lot of thought into this. I'd love to see a pull request from you on this. Just to refocus on this specific issue - so while adding voting rights / board seats for local chapters, do you plan to remove the voting rights / board seats of founding members? Again the gist of this issue is my assertion that nobody should receive actual voting power "for life", but rather everybody and anybody should be up for re-election in some format. |
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Thanks, my suggestion is that either of those two options would replace the Founding Members seat. Having a Founding Members seat made sense when we started and things were small and uncertain, I don't think it makes sense today - my personal opinion. I'd like to get some more community input on whether option 1 or 2 is best before we pick one and start drafting. |
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I like option 2 for now. Local chapters eventually should have a non-ceremonial board representation, though, don't you think? |
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I've posted this thread to the foundation's forums, where this issue has also had some discussion. https://bitcoinfoundation.org/forum/index.php?/topic/988-what-should-founding-members-voting-privileges-be/ |
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If the founding member voting rights are going to be altered at all, two proposals that I could endorse are:
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The second proposal is interesting. Do you have some candidates in mind? On Thu, Jun 5, 2014 at 10:52 AM, jonmatonis notifications@github.com
Ron Gross |
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I think that expanding the current US centric makeup of the board to include a board position representing the global affiliate chapters (we currently have five, and the goal is to expand that to 18 by the end of 2014) Is the far more interesting and useful proposal of Jon Matonis' ... being more inclusive and representative of the foundation's expanding, GLOBAL constituency. |
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Oh don't get me wrong, I like option one as well! |
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There is no sanity in processes where person intend or propose to implement systems of voting and representation as somehow embedded in or tied to a completely decentralized protocol or framework. I realize this may be a bit much for the Foundation Board to absorb, and it is unlikely that Industry members will change as a group and decide that their voices should be considered as equal along with all other members of the Foundation. Therefore, I propose a three-step process.
brief edit, note: see also issue relating to some forms of decentralized participation in bitcoin repository. |
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As we expand the International Affiliate program over the next 18 months, it's important that "they" as a group have a voice on the board. I strongly suggest the recommendation from Jon Matonis #1 "International affiliate chapters would nominate and elect someone from an existing nonprofit affiliate board to represent them on the Bitcoin Foundation board" as the first move. |
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I'm going to leave this issue open for another week from Monday and will then draft some language for a pull request based on the consensus here. I'll submit the pull request and we can debate the merits of the specific proposed language for 1-2 weeks before going to the Board for a vote in July. |
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@pmlaw ~ I don't believe there is a clear consensus here at all. However, I did observe that the author of the issue, @ripper234, stated, "If there is consensus on the idea, I can work on a pull request that codifies this." This statement was made in reference to the following concept as elucidated in open issue as follows: 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." Clearly, there is not consensus on this idea. It is my feeling that this issue should be left open for longer than a week from Monday to allow for a greater breadth of community input on the subject, since this seems like a significant move that needs more than just a few people here weighing in. Furthermore, the opinions on the subject here seem to have been varied as follows: @bg002h: "not in favor of giving industry or individual members, as a class, control over the board." There is no clear consensus. this should be floated to various fora including bitcointalk and various other fora, I'd like to see more time and other github users' opinions on the various options floated above... thank you. Final note: I should point out that this really has to do with "equal rights" in the bitcoin sphere. Those of you who are still arguing for a separate form of rights for industry members or founding members or anyone who pays more would do well to remember the civil rights movement of the mid-1950s through the 1960s in the United States of America, the Campaign for Social Justice and the Northern Ireland Civil Rights Association in the mid-1960s in the Northern Ireland, and other similar movements. I firmly feel that eventually the bitcoin and decentralized movements will transcend the antiquated notions of representation, but initially a struggle observed here will be for one of equality in terms of how people are able to have their voices heard, and that appears to be a first step in this process. Frankly I think that decentralized technologies will (rather soon) overcome the limitations inherent in cultures which rely upon voting and representation (without a great deal of organized human effort). Many who are reading these remarks already are aware of the significance of this, in any event, decentralization has already made any efforts to create distinct classes of persons (whether in terms of voting or in other fora or arenas) largely pointless, as the mechanisms already exist to provide methods for equalization through exponentially increasing forms of participation, and as time goes on such methods and opportunities will grow. |
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+1 for leaving the issue open until it is resolved. |
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1 membership = 1 vote Lifetime membership for founding members...no way!! |
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There is nothing for lifetime except BTC in your wallet. I 100% agree with OP |
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Although on first glance, expanding the board to include "an international member" looks and sounds good, I believe it has significant and fatal flaws. Here is why. Recently, chapters have set up in various other countries, this is a trend that will continue as people seek to "join something" or "do something" regarding bitcoin. These will become quite diverse. The argument for a seat and thus a voice for international is that TBF is US Centric. In fact, placing one seat there for "International" solidifies and fossilizes US Centricity, making it reality, instead of opinion, and making it at least semi permanent, instead of transitory. Members could easily vote the "token foreigner" into that board seat, then relapse to voting US citizens into all others. Seems a bit weird, right? Obviously the international usage community grows without regard to that one seat, and if and when it reaches a significant voting fraction it can install board members without any need for special status. And international chapters of sufficient size could not care less about one seat on the board of a group in another country. In summary, the idea of a special designated seat for "International" or "Local chapters" may be said to have purpose. But no meaning. |
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Here I comment on founders, industry and individual members. Experience with other non profits, some in trades and industry, indicates to me that industry members do tend over time to wind up on the boards, as they have economic interests in guiding the industry. Thus it is simply not necessary to fractionate a board into industry and individual. Regarding "Founding members", there is a valid argument for their being around in some capacity (advisory, continuity of historical purpose and so forth) with one exception, Satoshi. Any actual position capable of voting and influencing direction comes with benefits and liabilities, and no person should be designated in such position without his explicit consent. That may even lean in the direction of evidence for a "mal formed board". Need to clarify explicitly Satoshi's honorary status. Personally I am of the opinion that one class of board member would serve satisfactorily. Further that an executive director of the Foundation should be by virtual of that status a board member, but should vote only in the case of a tie. There is no solution to the "problem of a tie" in voting except to have a designated member of the Board, either the Chairman, or as mentioned an Executive Director, who votes only in the case of a tie. |
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@mdhaze. This is the first logical step, a board seat representing local chapters. I agree with you, the trend will continue to encourage individuals and businesses to "join something" which will continue to create a diverse group. As we bring on more partners "local chapters" the need for greater representation will be necessary and the program will evolve naturally. It can only get more diverse and less US centric, so I disagree. I hope to see "local chapters" create a strong independent voice, so it absolutely has meaning and purpose. |
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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). |
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@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. |
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@ABISprotocol @ripper234 @bg002h 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.... |
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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. |
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No part of the github discussion or pull request procedure is time efficient. |
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@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. |
Submitted in connection with Issue pmlaw#10
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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. |
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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. |
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@ABISprotocol I'm not seeing the connection? #17 relates to notice of meetings and transparency. What am I missing here? |
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@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. |
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@ABISprotocol Got it. |
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@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. |
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@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. |
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As a heads up, some of the suggestions posted here have been incorporated into pull request #27. |
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@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. |
This pull request eliminates the Founding Member board seat. The seat will sunset as of 12/31/2014. This incorporates the Board's feedback from @ripper234's pull request (#24).
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@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. |
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@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. |
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@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? |
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@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. |
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Okay thanks. |
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Since this issue was resolved in commit aa397fe I'm closing it now. |
I believe founding members should either have:
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.
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