Board Minutes

Table of Contents

February 5, 2021

Started at 4:35 P.M ET.

Directors present: Andrew Miller, Matthew Green, Peter Van Valkenburgh, Ian Miers, Amber Baldet.

Foundation employees also present: Antonie Hodge, Jack Gavigan.

Topics discussed:

  1. Voted unanimously to add a sixth seat, so the board has the discretion to fill the seat with the ED. In the event of a 3-3 split, the chair of the board will cast the deciding vote. Bylaw to be written.
  2. Voted unanimously to extend all board seat tenures by a year due to Covid. Seats up for renewal in 2021 are Peter Van Valkenburgh, Matt Green, Andrew Miller. Seats up for renewal in 2022 are Ian Miers, Amber Baldet.
  3. Discussed progress on Zebra, and plans for wallet functionality.
  4. Discussed hiring needs. Agreed that we should prioritize hiring for the COO role ASAP.

October 20, 2020

Started at 4:00 P.M ET.

Directors present: Andrew Miller, Matthew Green, Peter Van Valkenburgh, Ian Miers.

Foundation employees also present: Antonie Hodge, Chelsea Komlo, Danika Delano

Topics discussed:

  1. Discussed MGRC: administrative support offered, D&O Insurance, and KPIs. Bylaws amendment approved via email on December 1.
  2. Discussed Zebra
  3. Discussed 2021 Budget. Approved via email on December 1.
  4. Discussed 2021 Roadmap
  5. Discussed ED Search

July 15, 2020

Started at 11:35 A.M. ET.

Directors present: Andrew Miller, Amber Baldet, Matthew Green, Peter Van Valkenburgh, Ian Miers.

Foundation employees also present: Josh Cincinnati, Antonie Hodge, Chelsea Komlo.

Topics discussed:

  1. Discussed organizational structure
  2. Discussed execution of roadmap through Q1 2021
  3. Discussed public support test
  4. Discussed timeline for MGRC

June 1, 2020

Started at 1:05pm ET.

Directors present: Andrew Miller, Amber Baldet, Matthew Green, Peter Van Valkenburgh, Ian Miers.

Foundation employees also present: Josh Cincinnati, Antonie Hodge.

Topics discussed:

  1. 2018 Audit acknowledged unanimously, agreed to post on website. Public support test also discussed.
  2. Cosmos Pegzone roadmap and goals discussed. Agreed to set up one-time technical advisory meeting to discuss at length after more public analysis from team.
  3. Communication with external parties (and communication needs in general) discussed.
  4. Internal engineering hiring and process discussed.
  5. Foundation’s mission and technical leadership discussed; to follow-up in September after proposed 2021 technical roadmap.
  6. ED compensation discussed. (Antonie and Josh recused)

April 3, 2020

Started at 3:08pm ET.

Directors present: Andrew Miller, Matthew Green, Peter Van Valkenburgh, Ian Miers.

Foundation employees also present: Josh Cincinnati, Antonie Hodge.

Topics discussed:

  1. Executive Director annual review and future expectations.
  2. New board communication expectations established re: staff and Executive Director. Executive Director re-committing to two updates per month with curated public communications.
  3. Three board seats up for reelection; will discuss again during June board meeting.
  4. Streamlined About pages/values, reflected on website now.
  5. Expected expenditure changes post-pandemic, modified budget.
  6. Discussed Foundation’s general COVID-19 response.

January 29, 2020

Started at 3:20pm ET.

Directors present: Andrew Miller, Matthew Green, Peter Van Valkenburgh, Ian Miers, Amber Baldet.

Foundation employees also present: Josh Cincinnati, Antonie Hodge.

Topics discussed:

  1. Zcon3: location decided and approved.
  2. Zcon2: requested sponsorship leads from the board.
  3. 2019 Budget Modification: voted 5-0 to re-confirm last year’s changes.
  4. 2020 Budget: voted 5-0 unanimously approved.
  5. Reviewed Josh’s State of Foundation post; all in agreement on posting.
  6. Results of ZIP 1014 poll: agreed with community results on questions and decided on path to reconcile both approvals on question 3.

December 6, 2019

Started at 3:05pm ET.

Directors present: Andrew Miller, Matthew Green, Peter Van Valkenburgh, Ian Miers, Amber Baldet.

Foundation employees also present: Josh Cincinnati, Antonie Hodge.

Topics discussed:

  1. 2020 Budget: tabled until next meeting.
  2. Code of conduct: Discussed and voted 5-0 to add clause to the employee manual code of conduct.
  3. Internal communications: agreed on Slack for all board communications going forward. If necessary will reassess at next meeting.
  4. Dev Fund: Discussed current proposals, looked to combining requests. Voted 5-0 to support ZIP 1012 (Eran’s) while incorporating pieces from ZIP 1010 (Josh’s). In later Slack discussion, Board voted 4-1 to post updated ZIP, collect feedback from community/ECC, then put up modified ZIP to a final, combined forum+CAP Helios vote. Board voted 5-0 for newly updated ZIP 1012 based on community feedback.

October 30, 2019

Started at 3:00pm ET.

Directors present: Andrew Miller, Matthew Green, Peter Van Valkenburgh, Ian Miers.

Foundation employees also present: Josh Cincinnati, Antonie Hodge, George Tankersley.

Topics discussed:

  1. Level of board guidance: Discussed current state of board involvement in daily management of the Executive Director and other staff members and what optimal levels of involvement look like to guarantee a healthy and productive organization.
  2. Technical Roadmap: Discussed the current state of the newly-drafted roadmap. Present members brought up questions for George who clarified on software + user choice, RPC interface, build influence in potential forks and full node codebase. Voted 4-0 to make roadmap public.
  3. Strategy: Reaffirmed original strategic goals behind the node project, added focus on giving users the opportunity and ability to fork as a governance back-stop.

October 11, 2019

Started at 8:35pm ET.

Directors present: Andrew Miller, Matthew Green, Peter Van Valkenburgh.

Foundation employees also present: Josh Cincinnati, Antonie Hodge.

Topics discussed:

  1. Trademark discussion - Discussed current state of agreement. Present members voted 3-0 to give Andrew and Josh 2-of-2 decision making powers for final version of agreement to avoid more delays, Ian and Peter voted in agreement over email.
  2. State of Tech: Discussed the work that the engineering team is doing on the client and updates and code cleanup that is happening.
  3. Exchange shielded support: Discussed the state of this.

August 31, 2019

Started at 1:05pm ET.

Directors present: Andrew Miller, Amber Baldet, Ian Miers, Matthew Green, Peter Van Valkenburgh.

Foundation employees also present: Josh Cincinnati, Antonie Hodge.

Topics discussed:

  1. Trademark discussion: Discussed recent forum posts and next plan of action for the Foundation. Board unanimously votes 5-0 to respond with a public blog post to delay NU4 sentiment collection until trademark issue is resolved.
  2. Conflict of Interest: Discussed certain board members’ potential conflict of interest with ECC. The three impacted board members are investigating ways to mitigate potential future conflicts, while the board agreed that no such conflict existed in the past or impacted any past votes.
  3. ZIP discussions: The board discussed various proposed preZIPs, no conclusions were made.

August 6, 2019

Responding by email: Andrew, Peter, Ian, Matt.

Topics discussed:

  1. Future funding: The members of the Board responding via email voted 4-0 to approve the draft guidelines on future funding and it was published today.

August 5, 2019

Started at 10:45am ET.

Directors present: Andrew Miller, Amber Baldet, Ian Miers, Matthew Green, Peter Van Valkenburgh.

Foundation employees also present: Josh Cincinnati, Antonie Hodge.

Topics discussed:

  1. Future funding: discussed the proposal draft. Unanimous agreement on the proposed timeline, unanimous agreement that the proposal will come from the entire Foundation (not any individual).

July 10, 2019

Started at 3pm ET.

Directors present: Andrew Miller, Amber Baldet, Ian Miers, Matthew Green, Peter Van Valkenburgh.

Foundation employees also present: Josh Cincinnati, Antonie Hodge.

Topics discussed:

  1. Future funding: Presented the discussion of the future funding proposal guidelines. Resolution was achieved. Will write up the proposal that will be submitted to Foundation staff and board. The proposal has been agreed to be released publicly by August 6. The proposal will contain a description of the kinds of ZIPs that the Foundation will support and a timeline for community sentiment.

May 21, 2019

Started at 4pm ET.

Directors present: Andrew Miller, Amber Baldet, Ian Miers, Matthew Green, Peter Van Valkenburgh.

Foundation employees also present: Josh Cincinnati, Antonie Hodge.

Topics discussed:

  1. Future funding: Presented a proposal for future funding guidelines. Agreed to draft up a proposal before Zcon1 (June 22).

May 13, 2019

Started at 11am ET in New York City.

Directors present: Andrew Miller (via telephone), Amber Baldet (via telephone), Ian Miers, Matthew Green, Peter Van Valkenburgh.

Employees also present: Josh Cincinnati, Antonie Hodge.

Topics discussed:

  1. Trademark agreement: Continued discussing the proposed trademark agreement and potential outcomes with the board. Unanmious agreement was reached to accept the mark as a donation with some power-sharing agreement.

  2. Future funding: Presented to the board a discussion on future funding models. No consensus was reached. A follow up board meeting will be scheduled.

May 6, 2019

Started at 4pm ET.

Directors present: Andrew Miller, Amber Baldet, Ian Miers, Matthew Green, Peter Van Valkenburgh.

Employees also present: Josh Cincinnati, Antonie Hodge.

Topics discussed:

  1. Trademark Agreement: Presented to the board the proposed trademark agreement, the third party evaluation the Foundation obtained, and next steps. Agreed to continue discussion at next meeting.

  2. Grayscale conversations discussion: Updated the board on conversations the foundation is having with Grayscale.

  3. Hiring update: Updated the board on new hires.

  4. Open discussion on future funding: Initiated a discussion about the future funding about the Zcash protocol.

January 14, 2019

Responding by email: Andrew, Peter, Ian, Amber, Matt (updated January 28th, 2019)

Topics discussed:

  1. Board Resolution

The members of the Board responding via email voted 5-0 to ratify the second bylaws amendment to remove to president/secretary duties from bylaws.

November 15, 2018

Started 2pm ET.

Board members in attendance: Andrew Miller, Peter Van Valkenburgh, Ian Miers, Matt Green

Foundation employees also present: Josh Cincinnati, Antonie Hodge

Topics discussed:

  • Zcon1 venue selection.

  • Form 990 submitted and accepted by IRS.

  • Tentative budget approved for 2019, vote 4-0 in favor.

  • Discussion of personnel and hiring.

  • Current research and development contracts in process.

  • Treasury policy / internal controls, vote 4-0 in favor for new policy.

  • Vote 4-0 in favor to remove president/secretary duties from bylaws, ED to draft bylaw for future vote.

  • Public Charity vs Private Foundation.

  • January 2019 target for updated roadmap/vision plan.

June 28, 2018

Started 3pm EDT

Board members in attendance: Amber Baldet, Andrew Miller, Peter Van Valkenburgh, Ian Miers, Matt Green

Foundation employees also present: Josh Cincinnati (virtually), Antonie Hodge, Sonya Mann

Prior to the meeting, Yan Zhu and Naval Ravikant resigned over email. The remaining Board members unanmiously voted for Amber Baldet and Ian Miers to take the open Board seats.

Topics discussed:

  1. Interfacing and collaboration with the Zcash Company going forward, with a focus on the June 29 joint retreat.

  2. How to appropriately create resources that will be relevant to regulators, given the legal constraints of a 501(c)(3). Reference point: The historical and ongoing “Crypto Wars.”

  3. Who to enlist for the creation of such resources. Example topic: “What does strong privacy look like for domestic abuse victims?”

  4. Possible branding, web development, and graphic design vendors.

  5. How to balance usability development with other priorities.

  6. Ideal potential longevity for the Foundation. Josh Cincinnati, paraphrased: Our goal is to be one of many stakeholders in a broader ecosystem, and we should exist long enough to become irrelevant / unnecessary.

  7. Budgeting for technical hiring and development, especially with respect to eliminating single points of failure.

June 22, 2018

17:00-18:05 EDT.

Board members in attendance: Andrew, Matt, Peter

Foundation employees also present: Josh, Antonie

  1. Discussion of proposed Conflict of Interest Policy
  • Vote to approve policy: 3 in favor.
  1. Discussion of proposed budget:
  • Clarification over number of persons who will be contractors or full time employees. Some discussion of candidates.
  • Discussion of website design cost and branding.
  • Budget doubles wage expense for more technical hiring and adds research funding.
  • Vote to approve policy: 3 in favor.

February 2, 2018

16:30-17:31 GMT

Board members in attendance: Peter, Andrew, Yan, Matt

Foundation employees in attendance: Josh, Antonie

  1. Zcon0
  • Antonie presented Zcon0 budget
  • General agreement on “no lambo party” policy
  • Total proposed cost of Zcon0: $357,500
  • Proposed cost OK from Andrew, Yan, and Matt
  1. Grants, 2017Q4 and what’s next
  • Josh to set up general mailing list, encourage grantees to share their results there
  • Been a month a half since 2017Q4 grants awarded, general impression was positive
  • Zcash4Windows issues…failure of process from unreviewed code (port)
  • Proposal from Matt: the Foundation can solve the security auditing problem
    • Should we launch our own dev team?
      • Hire outside security auditing?
        • Yan notes that 90% of the work is in actually fixing the issues, not finding them
      • Maybe hire a team to provide technical oversight for work done by others/contractors?
      • Some of the $250k for this years’ grants budgeted could also be used to hire people for oversight
  • Next grant programs (2018Q2, 2018Q4)
    • Add more reporting requirements (rather than just six months after the project is done)
      • Approve now for the sake of making an announcement
      • $125k in favor from Andrew, Yan, will reduce grant amounts to $125k
  1. Governance, public support
  • Andrew is taking non-profit law very very seriously :)
  • We have a long runway on proving public support test, decided to table topic for now
  1. 2018 Vision and Roadmap
  • Josh presented his vision and roadmap doc for 2018
  • Eager to have opportunity to play a role in enabling community governance over a cryptocurrency
  • Yan: thoughts on drawing line between Company and Foundation?
    • Josh: wants Foundation to take on more responsibility but without being construed as active collaboration, has to be case-by-case
      • With Zcon0 there will be lots of collaboration, but long term there should be bright lines between the work we do and the work the Company does.
      • Weekly Foundation <> Company sync is by necessity, for now
    • Josh: Ideally 2-3 years to become more fully independent—especially with regard to protocol development

Josh and Antonie Recuse Themselves, Only Board Members

  1. Vote to approve Josh’s document/plan to be Executive Director. Passes four in favor, one absent.

  2. Andrew brings up question of how new board members are added to community.

  • Possibility of having a group of voters designated 100+ from community to then chose more board members.
    • Decision to add two more board members through vote some time in future, will be discussed on GitHub transparently: four present board members agree.
  1. Frequency of board meetings discussed, everyone happy with current tempo.

October 29, 2017

Responding by email: Andrew, Peter, Yan, Naval, Matt

  1. Board Resolution

The board discussed the recommendations of the grant proposal committee https://github.com/ZcashFoundation/ZcashFoundation/commit/23a4063916bebf8641c98db133afb135a656052a and decided to approve (unanimously, over email) funding for all of the proposals recommended by the committee. This amounts to a total of USD 127,000 of funding committed, spread across 10 proposals.

June 9, 2017

11:00 AM EDT

In attendance: Andrew, Peter, Yan, Naval, Matt

  1. We welcome Yan as fifth board member
  • General discussion welcoming Yan and reviewing scope of organization
    • Financial Privacy broadly vs Zcash network specifically
  • Each member shared what they are excited about regarding the plans for what the foundation should do
    • Andrew: grants to good samaritans in the community
    • Peter: working groups (like W3C) to create more organic development of the tech that outlasts the Zcash company
    • Matt: Encouraging research on new uses for the protocol beyond cash, privacy and zk proofs in other realms and applications
    • Yan: agrees with Matt, very excited about all the ways the tech can be used
    • Naval: make sure foundation is run as sensible enterprise (with good cash management).
  • Yan asks what the impetus for the foundation’s creation was
    • Andrew: much of it to be a recipient of the funds that are to be pledged from the mining reward for open development/non-profit
  • Andrew discusses our status as bootstrap board and the ultimate movement, potentially toward a permanent board.
  1. Discuss pending 1023 application, yet again
  • We reviewed a further revision of our activities and purpose statement
  • We reviewed a discussion with our lawyer on whether Zcash Co is a “parent company,” and concluded “No”, as we do not have a leadership role or controlling interest within the Zcash company.
  • The board approved to file our non-profit application
  1. Budget
  • The board approved to reserve 300 ZEC (approximately $80,000) for the grant program
  • We reviewed a job description written by Peter and Andrew for a Senior Project Manager and/or a Communications Manager. The board approved publishing the job description
  • The board approved to reserve a budget for a 2-year salary for project manager, $83,200
  • The board approved for treasurer (Andrew) to determine a way to exchange ZEC into dollars for this purpose, having money in $ safe to pay employee(s)
  1. Working groups
  • The board approved a draft of policies for a “Working Groups” model for coordinating volunteers.
  • The board approved to authorize the President (Andrew) to approve a working group without needing a board decision.

April 18, 2017

  1. Board Resolution

The board unanimously approved (over email) to invite Yan Zhu as fifth board member

April 5, 2017

21:12-21:55 PM (Athens time)

In attendance: Peter, Andrew, Naval

  1. Need a new fifth Board Member
  • Board discussed potential candidates but did not reach a decision
  1. Application for non profit status and ‘activities’ statement
  • Peter wrote an initial draft of activities statement
  • We discussed a conversation with our lawyers at Bryan Cave on managing Conflict of Interest involving our involvement in Zcash, and what this means for our viability as a 501(c)(3).
  1. Budget update
  • Andrew received the first disbursement of pledged donations from Zcash Co, consisting of a portion of the Founder’s Reward that has already sold and earmarked for the foundation (estimated ~$90k).
  • We discussed the need for a management team, such as an Executive Director or half-time administrative staff.
  1. Test transaction awards.
  • Andrew proposed making a “test transaction” awards, a one-time only, community award, to (partially) subsidize volunteers who have invested a lot in Zcash infrastructure. In particular, I would like to propose that we make the following three, one-time only “Test Transaction” awards, worth $2,000 each, to mineZcash, lustro, and radix42.
  • The board approved the test transaction award proposal

February 3, 2017

14:05-15:02 pm EST

In attendance: Andrew, Peter, Matt, Naval, Rainey

Initial Board Meeting

  1. Incorporation
  • Board agreed to approve bylaws.
  • Try to be a charitable nonprofit? Board a strategy to go for 501c3 and revert to 501c6 if that fails.

  • Officers

Secretary: Peter President / Treasurer: Andrew

  • Andrew plans to schedule a weekly office-hours hangout. Peter plans to attend frequently; digest in email if board-important issues discussed

  • Reminder to Please send conflict of interest forms

  1. Funding report, plans for how to handle it:
  • Board agreed to a broad strategy of folding funds primarily in Zcash (we’re less relevant if Zcash value crashes) Some in dollars for bare minimum of near/medium term expenses.
  • Operational: possibly a multi-sig scheme where 5 of directors should hold key shards, policy to be determined. 3 of 5 to sign?
  • We begin with donation pledges of portions of the Founder’s Reward, the largest of which comes from Least Authority
  • Board agreed to prefer a 1-time permanent transfer of rights rather than month-to-month
  1. Priorities, ideas.
  • Community development, diversity
  • Communication platforms to hear stakeholders and actively encourage their participation. e.g. Miners, mining pools
  • Development funds, bug bounties, fellowships
  1. Future of governance process.
  • Start with no governance framework, but develop one. Goal is to eventually over to the “community”, via the “governance process”, in 9 months.
  • By polling current users. We should also represent people who are not part of the community yet.