Board Minutes

Table of Contents

January 14, 2019

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

  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 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.