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

Held: December 15, 2015

Present:

Elizabeth MacCauley

Brock Pierce

Jim Harper

Bobby Lee

Olivier Janssens

Absent:

Micky Malka

Staff Present:

Bruce Fenton

Amy Loughran-Dolan

Call to Order and Introductions

Brock Pierce, Chair called the meeting to order at 11 AM. We will proceed without Micky Malta and Olivier..

Documents Distributed for the Meeting:

Agenda received this morning. It should be stated that no board member has any last-minute additions. Bruce has the November financials from Jody Tief. Olivier joined the board call while in progress.

November financial update: Bruce Fenton:

We need additional fund if we wish to retain employees who are supporting the foundation. We have two new membership coordinators who will operate on a success basis. Bruce’s main effort has been working with them on getting a list from Salesforce of all members, expired active and otherwise. Bruce said he’s also had to try to get them marketing materials as there is no material saying what the foundation does, etc. He’s been working on those items. Their process will be to first contact the expired and expiring memberships. Wet had to liquidate additional bitcoins to support this month’s expenses. We need additional funding to operate, we don’t need much, as we’re at 5% of what the past budget was. Fenton doesn’t know believe the Foundation would operate without our two-part time employees. No one would volunteer for those roles, it’s not realistic. Elizabeth wants to know if we can write off donations as a 501c6. Bruce says no. ________ agreed to donate stock of approximately 100K, but then he found out his tax status is set up so that it will not allow write offs on donations. This particular tax classification is not ideal if people are donating bitcoin or stock compared to a 501c3. The 501c6 status we do have allows us to speak with regulators. Bruce had anticipated spending a lot of time on fundraising but other Foundation needs have taken priorities. He doesn’t personally have the time for cold calling so he will rely upon the two hires. They are both enthusiastic and ready, willing and able. Brock says he’s comfortable following through with the commitment that him, Bobby and Bruce bring in 1$10,000 each this month. Bruce says $30k could conservatively bring us 4 or 5 months and maybe even 6 months. He feels it likely the member coordinators will raise funds if we give it some time. There was a large corporation looking at a donation. They wanted marketing materials and Bruce says the Foundation doesn’t have them from the previous administration. He could write some up, but we would need something with substance behind it to show people. Bruce says if Bobby and Brock would be willing to make the 10K pledge again, the sooner the better. Brock says, he’s prepared if the three of them could stand together. Bobby suggests that they share a doc with a list showing their contacts for fundraising. He says maybe we can each choose 20 names. Brock says the burn is very low so this should be something we should be able to manage. Brock says we need a 2016 plan for January. There’s no point in supporting the Foundation if we are not doing things that will make an impact. Brock and Bruce have some ideas to speak on at the next board meeting. Bruce says that a major thing is that he needs help with the role. It’s more work and he has less time than he anticipated. A co-executive director would be a good idea. Another possibility is merging with other organizations and/or clubs. If we combined a few and pooled our resources, we may all be better off. We could also spin it off into two organizations, individuals and corporate. Jim questions if that would work because he does not believe we have enough to offer our members. Jim thinks asking for money is just throwing money away. Brock says any work product we don’t produce is our responsibility. He says we make a choice, do we shutter the foundation and say we failed as a board to turn things around? Or do we go figure it out? We need to stabilize the organization, then figure out how to add value and make an impact. The goal is to put together a 2016 strategic plan. If we don’t, it becomes a waste of time to serve on a board who plans to do nothing going forward. He thinks we should put a plan in place we can all get behind. Bobby says, say we go with Jim’s assumptions, what would be a suitable vision in Jim’s eyes? Jim says he put some info together before. He thinks an organizing document would be what the risks are to the Bitcoin ecosystem. Working from a document placing every activity of the foundation in how it meets the need of the bitcoin community and bitcoin ecosystem we start to be an organization that provides value add. He says everyone he’s spoken to regarding the foundation agrees we need something like the foundation, but believes the Bitcoin Foundation should be shuttered. He thinks it’s very late in the game to pull it together. Bobby asks what his recommendation is? We can’t change the past, we can only affect the future, so what would Jim suggest we do. Jim says he would recommend that we shutter the foundation, but if the board doesn’t agree then we can put the material into an organizing document which would be the basis for future activities and future fundraising. Bobby says he should pick one. Jim suggests that we shutter the foundation. If that’s not the will of the board, then he will do work on this going forward. Bobby says they had a discussion in Hong Kong and that Jim may want to step off the board and not be involved. Jim says he’s trying to carry out his obligations as a board member and he will try and carry out the will of the board, but that some in the bitcoin community question if the foundation is a viable entity. For a few months we’ve been at or near zero funds. Brock asks if we should have a vote. Do we shutter the organization? Before a vote, Bobby would like to express his opinion. Bobby believes if we’ve tried our best and we can’t get things going, then ok. He believes if there is one last chance, then we keep it going. If someone does not want to be on that ship they should step off the board. Olivier believes an indicator of a healthy company is a profitable company. If you have a member driven organization, where the members no longer fund you, then he doesn’t believe it’s fixable.. If we start funding the member driven organization ourselves, the organization doesn’t make sense anymore. Elizabeth agrees with Bobby. We still have the largest membership base of any Bitcoin organization. Keeping in mind she will not be on the board anymore come next year, she believes that we may have one last chance. One thing to think about it what will it do to the image of bitcoin if we tank, especially given the recent Coin Desk article. Bobby agrees with Olivier with the analogy to the company. As Bobby sees it, we are the membership executive team. In this situation, some of the membership team do not want to make money, those people should step out. Bobby asks Olivier: “What have you done?” Bobby admits that he himself hasn’t done enough, but after today’s call he will step up and fundraise. Brock says if you were to leave an organization when it’s on the verge of insolvency, then there is no shame in that. This is the moment, where if you think you’re on a sinking ship, you don’t look bad leaving, you may even look smart. Olivier has confidence in Bruce, he is positively received in the community. He wonders if on an individual membership level, if the foundation is fixable. Bobby says he respects Olivier as an individual but not if he joined the board to tank it. Bobby says himself, Brock, and Bruce will raise money, will Olivier make that pledge also. Olivier says no. Elizabeth says everyone should step up, and at least try. Olivier doesn’t mind trying but believes our image is not restorable, no one has faith in the foundation. Brock believes everything can be fixed. Brands can be fixed based upon action. Olivier doesn’t agree. Elizabeth says raising $30k is not that much. Is that not possible to raise? Bobby says of course it is. Bobby doesn’t care if the members don’t believe anymore, it’s his duty as a board member to take it to the end. He kindly asks Olivier to step down if he does not want the organization to succeed. Elizabeth seconds Brock’s motion to vote on shuttering the Foundation. Do we plan to wind down, or move forward to create a fundraising strategy? Brock, Bobby, Elizabeth vote in favour of fundraising and keeping the foundation open. Olivier and Jim vote to shutter the foundation. Based upon the vote, the Board will proceed with the plan to fundraise and not shutter the foundation. Bobby says that he respectfully asks those who do not want to proceed to resign. Jim says he will tender his resignation if it is the will of the board. Brock says if one were to depart, now we be the right time. He recommends Jim and Olivier resign from the Foundation. He doesn’t believe that it serves anyone for the two board members to stay on unless committed to having the organization exist. Bobby would like to thanks Jim for his candor and courage and he wants to thank Olivier for his candor but also recommends he tender his resignation as a board member. Brock seconds those comments. It’s unfortunate the foundation was in the situation it was in when they joined. All the Board members are unhappy with the situation we were put in. It isn’t the fault of the current board. Brock thanks Jim for all of his contributions and insights. He wishes the circumstances had been better but thanks him for taking the appropriate action for the board moving forward. Jim says thank you to everyone. He states we are all on the same page about wanting to do the right thing for Bitcoin. He says we all want to have an organization that does the work the bitcoin ecosystem needs. He wishes the board the best. Jim formally tenders his resignation. Brock accepts. Bruce echoes the thanks. Says Jim has done a lot of work in calls with him, etc. There’s no shame in having different visions. He thinks moving forward in our own ways is the most productive thing we can do. Elizabeth thanks Jim and Olivier for their service. She hopes for future collaboration and thanks them for the perspective they have provided. Bobby thanks Jim, Jim departs the call and Bobby asks Olivier if he’s made his decision. Olivier says Elizabeth has made the decision for him in thanking him just now. Elizabeth apologizes, she misspoke. Bobby asks if he plans to stay on. Olivier states he does not leave just because there is a disagreement. He wants to see a plan moving forward and will not decide on the spot if he will resign.

Brock asks Olivier to please make his decision as quickly as possible. The only chance for the foundation, is for everyone to agree on the right path forward. Olivier says the path is not clear. Brock says the path is that we are raising enough funds to exist. With that money, we will come up with a plan in January. Olivier says that is a weird plan. Brock says there has been a lot of disagreements as to board member opinions. In an organization that is struggling we all have to be on the same page Putting a plan together requires time and energy. It’s difficult to do this when everyone is in disagreement about minutiae. The plan is that we need to raise enough money to last another six months so that Bruce and the remaining board members come together to vote on a plan in the next board meeting. That is the plan, whether it’s ambiguous or not. Bobby supports Brock’s plan despite the fact that it’s skeleton. Let’s make the best of what we have and not commit organizationa suicide. Elizabeth supports this plan as well. Brock asks Bruce to weigh in even though he is not a voting board member. Bruce says considering the skeleton crew we have, bringing in a co-ED is something we would benefit greatly from. He thinks it would make a lot of sense. Brock says maybe Bobby would have some ideas regarding international candidates. Brock says that if we could get someone as good, or half as good as Bruce in an unpaid capacity, it would benefit us enormously.. Brock has previously raised money in the area of six figures for the foundation. He wouldn’t commit to that today, but he can commit to 10k. Jim’s resignation may present  positively because our disagreements have been public. It’s positive that the board has been reorganized and that the remaining board members will be committed to making this successful. We are a self-service organization at this  point. If there is something you want done, as a board we must do it ourselves. Olivier says when we voted he clearly said without a plan he sees no other option to shutter. His major issue is that there is no plan. Brock says we proposed a plan. Bobby respects Olivier’s perspective on the plan, he asks if he’s in favor of going forward to raise 30k in the next 30 days. If he is not willing to make the commitment, Bobby asks him to step off the board with honor and grace. Olivier wants to put the resignation aside. Brock restates the  proposed plan. The organization needs money, we need about 6 months to determine the plan. The target is to raise roughly 30k. In January as a board, we will determine our vision. By February, we should have a 2016 plan, at that  point we should have 3 or 4 months to implement it. If it works then we should be able to scale the organization to get to where we once were. Bobby asks how Olivier would answer his question. Elizabeth asks if Olivier is willing to support the plan to raise the money, or is he willing to step down? Elizabeth says it is our duty to help craft the new plan. Is Olivier willing to help fundraise and look at the plan? Olivier says it’s not a simple yes or no. Olivier says when we had the vote he said we cannot continue the foundation without a plan, so he voted to shut the foundation down. We haven’t provided a plan to anyone else in the past year. Before we can decide what we can do, we should come up with a plan and see if it’s viable. Bobby asks Brock what are the procedures to consider removing an elected board member. Brock says that the  bylaws indicate that the board has the authority to vote any member off the board. Brock spoke to Patrick Murck about this previously, and says it’s a motion and a second. It’s an aggressive measure and one he has not chosen to  pursue historically. Bobby asks Olivier if he’s willing to commit to support keeping the organization existing and raise funds.. Olivier says he will commit to help to make a plan but not to put money in the organization Bobby motions that we elect to dismiss Olivier from the board of directors of the Bitcoin Foundation. Elizabeth wants to say she thinks Olivier could provide a lot of value and it’s upsetting we can’t utilize his value by his answering a few questions from Elizabeth and Bobby. In a traditional organization we would have a staff to come up with a plan. She’s asking Olivier if he’s willing to come up with a plan? Olivier says yes. She asks if he’s willing to raise funds? He says no. Bruce says the question that everyone needs to ask is if this is a fit, can Olivier get along with the board moving forward? This sort of conversation may not be something that can be overcome. Bruce would like to see us be able to get to a point where we can move on and resolve the issue and work together. Olivier simply has a different view of the board. Brock says that we have just put a plan in place, where we need to raise capital in order to formulate the strategy to be approved in January. Does Olivier support this plan? Olivier says he supports formulating a plan, but not to raise money. Brock says Olivier disagrees with the plan, he seconds Bobby’s motion to remove Olivier from the Board. Elizabeth votes in favour of removal. Olivier votes no. Three board members in favour, one opposed, Olivier has been removed from the board. Micky Malta voted by email to 1) keep the foundation open and operational 2) remove Olivier from the board. Brock wants to add that none of this is personal, the only way the foundation has a chance to succeed, is if everyone is working together. He respects the fact that Olivier tried to affect change. Olivier says “Don’t thank me, I was removed for a bullshit reason.” Brock says we as a board all put together our best efforts to collaborate with Olivier. Unfortunately, he didn’t take the actions that Jim took. Elizabeth notes in closing that this was not a vote of whether to have a plan or not but whether to survive and exist or not and Olivier voted clearly too close and never presented any alternate plan, motion or proposal or agenda item in the last six months or more.

The Bitcoin Foundation Board Meeting is adjourned by Brock Pierce at 12:25 PM 

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