rchain-community / sm19a

RChain Special Meeting Proposal Apr 2019

RChain Special Meeting Proposal 19A

The meeting was in Apr 2019, but some work on the sm19a issues continues.

RChain continues to host discussion in channels such as #members, #governance.

Timeline, topics

The proposal in the #governance channel at 23:52 UTC Fri Apr 26 received endorsement from over 100 members; i.e. 10% of the membership:

Whereas Barry Cynamon, Mark Pui, and Kevin Goldstein served with distinction on the RChain Cooperative board, let us thank them for their service. I (@dckc) propose to chair an RChain Cooperative Special meeting with this and other matters I may add to the agenda in the coming week or two.

The sm19a meeting notes slides serve as a rough agenda. We also had shared notes on some of the sessions. Note archived copies in the records directory.

• Sat Apr 27: video recording, rough transcript
• Thu, May 2: Governance meeting
  • governance landscape spreadsheet
  • … raw video, chat
• Sat May 4: session notes include:
  • Welcome, Timeline, Schedule from sm19a meeting notes slides
  • Vacant board seats
  • Executive powers and the Barcelona deal
  • Executive powers: sharing between President and Executive Committee
  • Barcelona deal, IOB4, IOB5
  • IOB4, GP001, and timely board records and financial records
  • Getting to main net vs. RSong
  • Thrust Terms, Key Man Clause
• Sat, May 11: Welcome, Role Call, Agenda review
  • shared powers of Presidency / Executive Committee #2 polling
  • phone tree / sm19a network (Organizational Communication #4)
  • Governance Structure Review, IOB 4, GP001 #3 polling
  • Timely Board agenda and records #11. polling
  • IoB5 and the Thrust deal
  • Vacant Board Seats #6
  • Closing Remarks
• Tue, May 14
  • issue #2 on executive powers
  • limited offers for help wanted issues

sm19a's Issues

Setup SPV for Dev activities

Rough idea:
Spin off Dev team to a separate entity, which could be isolated from Coop mismanagement & bankruptcy.
Coop is mainly responsible for operating the platform, and the new entity focus on dev.
Coop allocates enough RHOCs to the SPV, and transfers the Dev cut part of mainnet mining revenue to SPV.
If Coop bankrupts, community can still contribute to the SPV in exchange of RHOCs & mining cut & other services, to ensure the development still goes on.

'Barcelona' Transaction Report

The members propose that the President should commission, contribute to and publish a complete account of the Barcelona transaction, with a independent assessment, including any likely legislative/jurisdictional risk. See the template proposed by Mark Pui: https://cdn.discordapp.com/attachments/512346605727514634/573650122911645707/RChain_-_Summary_of_Fraud_Incident.pdf

timely board agendas and records; else appeal / cancel

polling: 9:49 PM KC time in #governance May 5

Note: this proposal would be stronger with an offer from a member to assist in preparation of board meeting agendas and records.

Members of the board are elected by the membership and hence represent their interests. The board should

• Invite input from the membership on items of business
• be available to collect advice from the membership on these items
• announce decisions in a timely manner

I propose that board meeting minutes must be available to the membership within 2 weeks or the meeting is retroactively cancelled, nullifying any decisions taken.

In some circumstances, the RChain cooperative is better served by having board members keep business confidential until a decision is made. Occasionally, proposals may be generated or amended during a meeting. But in these cases, it is especially important that the decision have the support of the membership.

Any resolution not part of an agenda shared with the membership 48 hours in advance must be shared with the membership within 48 hours after the start of the meeting and is subject to appeal by the governance committee, audit and finance committee, executive committee, and nominating committee; that is: should any of these committees decide (within three weeks of the start of the board meeting time) to appeal such a decision, it shall have up to one week following its decision to appeal to board members to reconsider their positions. If the decision does not have a 2/3rds majority of the board membership at the end of this one week period, the decision is vacated.

For reference: issues/564 shows my struggles to get timely access to board minutes since Apr 2018.

See also Barry 25 Oct 2018 6:50 PM KC time

RChain invested $35M + $5.3M in go-to-market dApps with no return

Any new developers in the RChain community deserve to know some history about funding dApp development.

Section 11) Use of Proceeds from the August 29, 2017 RChain Whitepaper (78b1980) called for "Support the Dev. of Key dApps to operate on RChain Blockchain" in the amount of $500,000 to $2,500,000 depending on how much was raised.

Supporting the dApp development community, having dApps running on the RChain immediately upon launch of Mercury is critical to our success. We intend to assist in the incubation and to provide seed capital for the development of a suite of key dApps.

Consequently, a strategic partnership with ventures was executed with an "initial total net asset value of $35,000,000.00 USD" (authorized in the 2017-12-28 board meeting). And a strategic partnership with Pithia was executed with a "market value of approximately $5.3 million USD" (authorized in the 2018-05-28 board meeting).

The progress of the strategic partnerships in recruiting "portfolio companies" to develop dApps was discussed at various community debriefs; for example:

• August 1st 2018 - Community Debrief 88 Reflective: Portfolio Companies, Asia trip, Deal Day Highlights, Washington Senators Meetup, Validator Program
• September 12th 2018 - Community Debrief 94 Pithia: 3 portfolio companies, connecting German Coop with resources we've invested in, blockchain coalition event coming up

At some point, the partnerships became strained. Minutes of the 2018-04-06 the board meeting show

... the Cooperative has received comments from several members who have expressed concerns with Reflective Ventures

and in the 2018-05-01 board meeting:

the Cooperative has received input from the community expressing concerns about Pithia’s activities in structuring its fund.

At some point between web site commit ea6ac81 on Dec 17, 2018 and commit c1fdaee on Sep 14, 2020, the list of portfolio companies was removed from the RChain coop web site altogether.

No working dApps have been announced as a result of this investment.

As far as I know, no dApps resulting from this investment are expected.

quarterly financial reports "no later than 20 days after the quarter ends"

The 2019 Q4 coop quarterly financial reports were due Jan 20. They are late. Again.

https://github.com/rchain/reference/tree/master/finance

The RChain Cooperative shall be required to disclose financial reports on a quarterly basis to be delivered no later than 20 days after the quarter ends. -- Oct 2018 annual meeting

Governance Structure Review, IOB 4, GP001

polling based on #3 (comment) below (TODO: copy it here.)

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We could reconvene a Governance Committee meeting to consider / review proposals for the executive structure of the Coop. Ideally, proposals for exec roles and their working groups should be submitted by the COO, but in principle any member can propose high level draft charters for new key roles / working groups to complement existing functioning groups - e.g. AFC and Gov Ctee - with existing charters. Example new areas: technical governance, commercial / ecosystem relations.......

Gov committee should then review and 'join up' proposals and propose a coherent overall structure to the membership. Lightweight structure only - we don't have the funds for any bureaucracy!

RChain Marketing Plan

I see various people asking about marketing plans. I agree it's an important issue; I'm interested to hear what the board nominees have to say on the topic.

A bit of history: a $7M marketing plan was approved in the April 6, 2018 RChain board meeting. The executive committee, of which I'm a member, was still somewhat active at the time, so I was part of the decision. I don't see it in the records, but as I recall, my comments were something like "well, we need to do something, and the people behind this proposal have achieved relevant goals in the past, and nobody has a better plan." The people behind the proposal didn't take the same sort of full-time role in this project that they had done in those earlier projects, though. They continued on at their other full-time employment, serving only in an advisory role in RChain marketing efforts. The plan did not come to fruition. Here's hoping for time to look into any records of what happened to the plan and to the $7M.

• RChain Maketing Plan Draft - 1
• 2018/03/14 Agenda/minutes - Executive Committee
• board/2018/04-06/Meeting Minutes

organizational communication, group memory, and welcome rituals

I'm pleased at the increased quality of discussion in the #members channel recently. That and chatting with @richjensen3000 reminded me of some patterns I'd like to emphasize:

• channels go well with periodic rituals and guides
  • Greg's weekly debrief is a well-established periodic ritual, but the connection to any particular discord channel is weak. I'd like one or more guides to, for example, collect items from the channel over the course of the week as input to the debrief and to take some notes in the channel during the debrief, especially to track and ensure follow-up and make updates to group memory

more later on welcome rituals, async communications (discourse forum? loomio?), and group memory (mediawiki?)

Meanwhile, see, for example, the way the indieweb community uses IRC + mediawiki: https://indieweb.org/IRC

Also see: RChain Collaboration slides

Member Skillset Inventory - survey

The Coop an active, accessible skills inventory taking advantage of our proximity and alignment as active Coop members. There are two legacy projects, the bounty system and a New Member survey, that could be integrated and revitalized.

• h/t for the idea from @nmeyne

Development of an HR Strategy for the Coop

HR Strategy in Brief:

1. Through Membership Survey, CV review, interviews and some job observation, get to know workforce Knowledge, Skills and Abilities (KSA’s). What do we have in our tool kit today?
   • This is likely a subset result of a prerequisite Survey where Members are asked if they want to contribute in a workforce manner. Those who do are going to have to disclose some information about themselves in this area of their KSA’s.
2. Have well defined business strategy, goals and objectives (long and short term, written out and mostly, SMART: Specific, Measurable, Attainable, Relevant, and Time specific. There can be audacious goals too, but those also need clarity and total commitment.
3. Conduct analysis of Internal Strengths and Weaknesses and External Opportunities and Threats (SWOT analysis). Some of this is already openly discussed (our internal weaknesses, but we need to get it on paper and then also be committed to taking action on it, or recognizing that it is just not going to be a strength of the organization and be okay with this fact. i.e. Coke Cola is likely not strong at fruit juice based products and likely okay with it - so they buy a brand that is and adds it to their portfolio.
4. Compare the KSA’s of current Workforce to the Strategy, Goals and Objectives. Also review the Strengths, Weaknesses, Opportunities and Threats. Make record of the Gaps, where the organization needs a development plan of its existing workforce, needs organizational changes, where opportunities are apparent, and develop an HR Workforce Strategy around all of this. (Get the Right People, Doing the Right Things, at the Right Time).
5. Get management buy-in, specify the budget and get budget approval.
6. Develop Performance incentives tied to the execution of the strategy. (People and groups always work better towards rewards).
7. Monitor the execution through specified Key Performance Indicators (KPI’s); in stated objectives, time tables, quality, quantity and budgets (Things that can be measured).

Bylaw Review and Revisions

Do Members have suggestions about decentralizing Executive functions in the Bylaws? Are there other matters that should be refined in the Bylaws? - Purview of the Governance Committee?

divest from proprietary audio codec software license

This is a complex subject but also important because of its strategic position and the resources it occupies. Could this project benefit from consideration of a range of scenarios?

Operating Plans / Models

Nick Meynes has offered a rough revenue positive 24 Month Operating model for the Coop. It might be worthwhile for Members to evaluate it and consider generating further versions.

dApp Community Outreach

Who sees actions Members can take to maintain relations with existing dApp projects and recruit new ones?

share executive powers between President and Executive Committee

proposed during the May 4 session : to revise the RChain Executive committee to share executive powers with the President, noting interest from John B, mutineering (@nmeyne) in serving

a poll for members to express support is in #governance 9:46am KC time

context: discussion in 4 May session

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The scope of this issue has been refined; originally...

The Coop needs as much transparency as possible on the financing deal options on the table or in the pipeline, but must respect the confidentiality / privacy of potential investors. A working group of trusted members (from candidate nominations and community voting) should be appointed. The committee members would operate under a limited non-disclosure agreement: The committee should provide the membership with maximum possible transparency on the deals / potential deals available and should seek membership guidance on the deal assessment criteria. Members of the committee will keep investor confidentiality. The committee may seek expert advice if necessary. Board members will participate in the committee process and are expected to endorse and enact the decisions of the committee.

Action to be taken with respect to RHOC trading not honoring Pithia and Barcelona RHOC (was pithia action)

Greg suggested the special meeting consider axtion with respect to the Pithia failure to fulfil contract terms. It is not clear we can make any decision without disclosing confidential information but we can help the coop by providing community sentiment that may help guide the board. Actions can be considered with respect to policy regarding Pithia RHOC.

Vacant Board Seat Nominations

There are three open seats. Do Members have nominees in mind or a process they would like to see implemented to fill these?