Minutes of the Regular Meeting of the Board of Directors of The Bitcoin Foundation

Held: November 18, 2015

Present:

 Brock Pierce

Jim Harper

Bobby Lee

Elizabeth MacCauley

Absent:

Micky Malka

Olivier Janssens

Staff Present:

Bruce Fenton-ED Amy Loughran-Dolan-Director of Operations

Call to Order and Introductions:

Brock Pierce, Chair called the meeting to order at 11:05 AM. We will proceed without Micky Malka and Olivier, who are absent.

Documents Distributed for the Meeting:

Bruce verbally conveys the agenda he had suggested to Brock which encompasses Jim’s email to the Board this week, staffing, budget, the elections, and the Digital Accounting Consortium. It should be stated that no board member has any last minute additions. Jody has distributed financials.

Executive Director update (Bruce Fenton):

Per Jim’s suggestion in an email to the board this week, we need to address the issue of the bylaws. Bruce discussed the logistics of bylaw changes on GitHub. Bruce wonders if we need to call for a vote regarding the wording and the content of the GitHub, in case board members have concerns, etc. He wouldn’t assume to publish anything on there without the Board’s approval. Brock says it’s an administrative issue that does not need a vote. Bruce says perhaps we should take a vote and set a timeframe of a couple of weeks to publish. We can bundle them together with the list that Jim made. Brock agrees that it sounds good, he believes we do not need a vote. A volunteer webmaster has come onboard with the goal of improving the website. So far he has improved it noticeably. We will announce his name soon. Hopefully this week we will make a decision on part time membership coordinators. We’ve had very good resumes. Amy and Bruce have discussed several candidates. Bruce says we also hope to get a volunteer to do collateral marketing materials.

Accounting Project:

Bobby and Brock met a with a woman named Bonnie, who is spearheading the Digital Assets Accounting Consortium, they have asked us to join. We made a polite request for collaboration because we have been left out of various events previously. Brock says we need to be more in the loop. As a Foundation, we’ve done a lot of the right things to begin to mend our reputation. This is important because we want to have the option of being involved in the discussion. Bruce agrees, saying some of these things events have taken us by surprise, we didn’t know about them. Jerry from Coincenter has been good at positioning himself at the start of all of these events, so he ends up leading them. Bruce thinks we should communicate that if someone is doing a consortium in this space, they don’t have a complete group without including us, as we are the largest group in the space. Elizabeth is wondering if Bruce could provide background on the event. Bruce said it will be laser focused on accounting, auditing, and taxation. Right now the members confirmed are. The focus would be on accounting standards on which there would be a monthly meeting. Bruce was pushing for a committee chair, she thought he should do it, but he is not an accountant. Perhaps someone like

 There isn’t much downside to us participating, it isn’t really controversial. Brock said if something emerges that makes us uncomfortable in relation to our member base, then we can politely withdraw. We haven’t been invited in the past and Brock and Bobby have had to knock on their doors. Elizabeth asks where Brock says the more we do, the more active we are, the more we can do for our constituents, the better. We’re doing what we can to fix it in terms of how we conduct ourselves and the value we contribute as a whole. Bruce says the individuals are important in this space. Some of the early adopters are the most knowledgeable people in this space.

Elections:

Bruce says that elections are set for Jan 15. He will need some help with this. Brian Goss is onboard and Jim has expressed interest in spearheading it, from the Board’s perspective. Bruce said there was a massive blow with the perception there was infighting in April. Bruce thinks this hurts us in terms of getting prominent candidates for open board positions. Brock went to the past candidates that performed well in prior elections, he says that will run. Once the press comes out, Brock will encourage other good candidates. Bruce thinks would be good, he’s a critic but a lifetime member. Someone like that could be convinced to be part of the solution. Bobby asks if we would vote to make Elizabeth a board member in interim, until the election was complete. Jim says he believes we have a quorum of 3 people, so we would not need Elizabeth to stay on in the interim. Elizabeth will not have much time after December, but if it’s needed, she could consider. Bobby wants to know who is the best person to confirm the quorum. Jim confirms that the bylaws state a majority of directors at the meeting are able to act for the board. Brock says we need to work on the affiliate election at some point. He realizes it’s a challenge due to lack of staff. He proposes that maybe the upcoming election could be for 3 seats, instead of 2 and try to get International participants to run in the election. China would be an example of somewhere that there would be a person well suited for the International seat. Jim asked Mark Woods about resurrecting about the list of affiliates and contacts. He said he may have it, but hasn’t got back to Jim yet. Bruce wants to know how people feel about making this a 3 seat election. It would streamline the upcoming election process which is a lot of work, with little compensation. Jim wants to clarify, would this be a third At Large seat? Brock said we would vote to eliminate the affiliate seat which has never been filled, and create a designation for the new seat. Bruce wants to know if Micky’s seat was individual? Micky’s seat is actually an industry seat. Elizabeth thinks there may be a backlash because they changed the bylaws to create an affiliate seat and that it was announced that there would be an affiliate seat. She believes we should be cautious from a PR standpoint. Brock says if we’re going to look at an alternative path, we should do so in a timely manner. Bruce said we could call it an “international seat” and make it known it is a seat to represent the international members. We could have corporations and individuals vote on that one. Brock said if the process hasn’t been disclosed, another alternative would be to change it so that the board interviews candidates and makes a decision. Brock believes it could be overly taxing for resources we have. Brock asks if anyone have suggestions on how it can be made easier. Jim says his first preference is to go with the affiliate election. If we cannot, his second choice is to go with Bruce’s idea to make it an International seat. Brock proposes we wait one more week for the affiliate list from Mark Woods and that we convene a call a week from today. At that time, we vote on it. Brock says if there are any agenda items, we can add them to an agenda for this meeting next week. Brock says we’ll have to fill Elizabeth’s position of secretary. Is Jim interested? Jim says he would treat it as open for now.

Jim’s email and bylaws amendments:

Jim was not prepared to speak on the email or his earlier proposals because he did not receive an agenda from Brock, as required by the resolution on board functioning passed several months ago. Jim says there has not been an agenda prepared 48 hours ahead of a board meeting since that resolution passed. Brock apologizes, he was at a conference. Jim says he doesn’t care that Brock was at a conference, Brock is the Chairman and he believes he’s not doing the job of the Chairman. Jim says that he purposely sent an email to the Board slightly less than 48 hrs before the meeting because he wanted to see if an agenda was going to go out before the meeting. In his opinion, Brock should have had an election scheduled already. He feels the Foundation lacks a direction. We haven’t done the work to establish a vision for the Foundation. He has a question as to whether we can serve individual constituencies. Bobby said Jim’s point is well taken and valid. Brock agrees and says that going forward he will get the agenda out in the designated time-frame. Bobby proposed we adjourn the meeting and reconvene when we have an agenda, does Jim agree? Brock wants to know how Jim would like to proceed? Jim says he’s fine with continuing or adjourning at this point, but that he didn’t prepare because he didn’t have an agenda that stated he would be called upon and thought that his bylaws proposals had been “deep-sixed” by inaction on them at the prior meeting. Bruce proposes that Jim’s bylaws are put onto Github before the next board meeting. He believes this will also give Olivier time to review them, because no significant decision is being made without him. Brock puts it forward with a motion. Bobby seconds the motion. The motion is passed unanimously.

Minutes:

Brock noted that as it appears Olivier will not be showing up for the meeting, He moves to approve the board minutes from 10.18.16. Elizabeth seconds. The motion is passed unanimously.

Financials

We have to get more money in asap. Bruce discussed significant needs for staffing which cannot be met without proper funding. As a Foundation, we cannot downsize the staff we have now. Without staff, the Foundation will be a skeleton organization, just a name. If we can raise half of what we raised last year, we will be ok. Brock understands that there is a lot of time that goes into little things, operating a foundation that once had a large staff. Brock believes we can raise the money, as we have quality board member candidates for the upcoming election. Other things we can do to engage membership, is to start sending the monthly newsletter again. Maintain a more frequent communication on a regular basis. Bruce said if anyone has any ideas to put in a newsletter, we could put a  page together. Maybe Jim can write something up on DevCore. Bobby Lee could maybe write something about what is happening in the space in China. Bruce says Brock is right, we should be using the mailing list more.

Brock adjourns the meeting at 12:18.

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11.18.15 Minutes of Regular Meeting of the Board of Directors of The Bitcoin Foundation.