pmlaw / the-bitcoin-foundation-legal-repo Goto Github PK

There has been a lot of discussion about the Chapter program over the last year and more. Is there a current, up to date, public document that describes how well the program is doing right now, what is in the pipeline, and where you would like the program to be in 1, 2, 5 years?

I think that such a document describing the vision of the Chapter program would be helpful for us potential chapters (I am representing the Israeli Bitcoin Association here).

It'd be spiffy to give some guidance to people for how to create a good pull request here in a README. E.g. suggestion to run it by [email protected] for initial feedback and help in wording/legalese.

(offtopic)

@pmlaw stated that this github repo is only meant for issues on the bylaws.

I think it's vital to have a public issue tracker for general issues. The level of discourse and engagement I got over the last few weeks has been amazing, from various Foundation staff and board members ... and it's important we have some place where we can get that level of engagement and track general issues.

I argue that the forums aren't enough, well, because they're not an issue tracking system. For that reason they attract all kinds of discussions ... but an issue tracker would attract very specific discussion and is just more suited for tracking issues.

I propose a github repo or public Zendesk be opened and used to tracking issues.

May this be the last (offtopic) issue I open on this legal repo.

I have reason to believe that certain agreements that the Foundation signs with its foreign chapters contain a confidentiality clause that prohibits the chapters from discussing the terms of the agreement.

This is wrong. There is no room for backroom deals here.

As a step towards increased transparency, the affiliate/chapter agreements should not include this clause, and should be published somewhere public e.g. the Foundation's forum. This can be added to the bylaws.

As has been brought up in the "Founding members should have no special for-life voting privileges" thread (#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).

The Bitcoin Foundation Class structure was created to provide a Balanced Board.
My premise for this discussion is that the Bitcoin Foundation should understand the background rationale for this current structure and carefully review to determine if there is a better structure which is more appropriate for an organization which promotes decentralized, peer-to-peer systems.

The current chair, Peter Vessenes recently provided this backgrounder:

"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."

The purpose of this issue is to explore the topic of Anonymity and Funding.

Some more details and observations are added as part of this open issue, below, along with a tentative proposal.
Observations:

1. The Bitcoin Foundation funds bitcoin development through payment of staff to work on the bitcoin/bitcoin repository.
2. The Bitcoin Foundation is a nonprofit organization with Bylaws.
3. The Bitcoin Foundation's Bylaws do not presently contain any text which would require funds be spent on bitcoin development, nor is there any stipulation to indicate or prioritize how funds from membership dues will be spent.
4. Bitcoin users' privacy, choice, and anonymity are threatened by a variety of actors, including, but not limited to random malicious individuals, many thousands of corporations with an interest in obtaining user information without the users' consent, and governments (including, but not limited to, the governments of NY State (within the USA), the UK (House of Commons, with recent DRIP passage there and enactment by "royal assent"), China, and the Russian Federation, as examples). As an additional observation related to this point, nearly all methods of use of bitcoin do not offer either privacy or anonymity, and a tremendous amount of information about the user is released through routine use of bitcoin.
5. The Bitcoin Foundation's Bylaws do not presently contain any text which would require or prioritize funding of privacy, or of anonymity, as part of the bitcoin protocol through the bitcoin development process. However, the Bylaws do contain a reference under "Purposes" to "promot(ion) and protect(ion)" of "individual choice, participation and financial privacy." (The definition of privacy is distinct from the definition of anonymity, and in turn, anonymity (as expressed in mathematics and software, with one example provided here) is not the same as privacy or pseudonymity. A brief Electronic Frontier Foundation post on anonymity is also provided for reference.)
6. Under Article II (Purposes), the Bitcoin Foundation Bylaws currently state:
   "Section 2.1 Purposes: The Corporation is an association of persons having a common business interest, the purpose of which is to promote that common business interest and to engage in any lawful activity permitted under section 501(c)(6) of the Internal Revenue Code, or the corresponding section of any future federal tax code. More specifically, the purposes of the Corporation include, but are not limited to, promotion, protection, and standardization of distributed-digital currency and transactions systems including the Bitcoin system as well as similar and related technologies.

Section 2.2 The Corporation shall promote and protect both the decentralized, distributed and private nature of the Bitcoin distributed-digital currency and transaction system as well as individual choice, participation and financial privacy when using such systems. The Corporation shall further require that any distributed-digital currency falling within the ambit of the Corporation's purpose be decentralized, distributed and private and that it support individual choice, participation and financial privacy."

Proposal:

1. That in the Bylaws, the (Article II) section 2.2 describing "individual choice, participation and financial privacy" should be expanded to read as follows:
   "individual choice, participation, financial privacy, and anonymity."
2. That in the Bylaws, there shall also be a portion added to (Article II) section 2.2 which stipulates the following, or something like it: the Foundation shall "prioritize funds (from funds that are available as a result of member dues payments) for basic development of the bitcoin protocol, so as to increase the number of persons who are paid to clear basic development backlog and maintenance, as the highest priority. Additionally, priority shall also be given to proposals that provide funding for anonymity in development of the bitcoin protocol. Where competing proposals present a funding choice between privacy and anonymity development, the proposal that offers full financial anonymity shall be given higher priority in consideration of grants and other funding decisions of the Board of Directors, in any system of ranking of proposals which is utilized to present proposals for the Board's consideration."

Open for discussion.

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.