The Zcash Foundation SHOULD endeavor to use the Community Advisory Panel (or successor mechanism) as advisory input for future board elections.— ZIP 1014
The Zcash Foundation is governed by a six-person board of directors, consisting of five independent directors, and the executive director. While the board is self-electing, it seeks input from the Zcash community (represented by an advisory poll of ZCAP) regarding who should be elected to the board.
As we announced during Zcon3, two of the Zcash Foundation (ZF) board members’ terms are expiring this year (Amber Baldet and Ian Miers). Concurrently, we are formalizing and expanding the ZF’s Technical Advisory Board, which has, to date, been an informal group, consisting of Andrew Miller, Ian Miers, and Matthew Green.
Ian Miers will not be seeking re-appointment, and Matthew Green will be resigning his seat on the ZF board. However, both will continue to contribute to the ZF mission as members of the Technical Advisory Board.
In the interest of continuity, and in recognition of her excellent advice and guidance, the board intends to re-appoint Amber. Additionally, the board intends to appoint a new board member who has appropriate expertise and experience that is relevant to ZF at this point in its growth and evolution.
As per the recommendation of ZIP 1014, we will be soliciting nominations from the community, and consulting ZCAP regarding who should be appointed to the remaining seat.
We invite members of the Zcash community to nominate people they believe would be good candidates for the ZF board. Nominations should be made on the Zcash Community Forums, under the Governance category, in the form of a new topic titled “X for the ZF Board”. People may nominate themselves.
Nominees must explicitly accept the nomination, and should post some information about themselves, and why they would be a good board member.
Community nominations must be submitted by 23:59 UTC on Monday 17th October 2022.
We plan to host one or more community calls, during which nominees can introduce themselves to the Zcash community, and answer questions from the community. If there are a large number of nominees, we may hold an initial “filtering” poll of ZCAP before these community calls, to reduce the field to a manageable number.
In due course, we will conduct an advisory poll of ZCAP, and the Board will take the results of that poll into account when deciding who to appoint to the board.
Being on the Zcash Foundation Board: Duties and Expectations
Members of the ZF board share fiduciary responsibility for ZF, acting as trustees of its assets, and ensuring that ZF is well-managed, and remains financially sound.
In practise, these responsibilities can be summarized as:
- hiring, firing and supervising the Executive Director (ED),
- providing guidance and advice to the ED, and
- having bold visions about the Foundation’s mission and future, and working with the ED to assist him execute on them.
Membership of the ZF Board is an unpaid position, as is the norm for 501(c)(3) boards. The expected time commitment is one 60-90 minute meeting (conducted by video call) each month, with occasional additional meetings, and sporadic email and Signal communication. Board members are also expected to attend our annual conference (Zcon), for which their expenses are covered by ZF.
Board members must not be anonymous or pseudonymous. They are required to undergo the Foundation’s KYC process, complete a conflict of interest declaration, and their name will be published as part of the ZF Form 990. Additionally, per ZIP 1014, members of the Foundation’s Board of Directors “MUST NOT hold equity in ECC or have current business or employment relationships with ECC”.