We Are All Zashi

We are saddened by this outcome and respect the contributions of those who have chosen to depart.

At the same time, it's important to clarify the nature of the disagreement.

Bootstrap was established as a 501(c)(3) public-benefit nonprofit to steward and support the Zcash mission. As such, it operates under specific legal and fiduciary obligations that govern how assets, intellectual property, and potential transactions must be structured.

Over recent weeks, the board engaged in discussions regarding external investment and alternative structures to privatize Zashi, while working with legal counsel to ensure any path forward would comply with U.S. nonprofit law, remain consistent with the long-term mission of Zcash, and not jeopardize the broader Zcash community.

There is nothing wrong with for-profits, and such a project done well can be an excellent way to bring a large amount of outside capital into making Zcash and privacy great and user-friendly.

But Bootstrap/ECC's nonprofit constraints are real, and navigating them responsibly can be complex particularly in a changing environment. Such transactions must be done carefully, with safeguards to ensure that assets meant to serve the public interest - including contributions from donors who trusted that mission - continue to advance it, rather than being captured for private benefit.

OpenAI's restructuring drew intense scrutiny from attorneys general, former employees, and public interest groups over concerns about conflicts of interest and fair valuation of charitable assets.

The proposed deal, in its last state, introduces new vulnerabilities for politically-motivated attacks on Zcash. Any of its donors could sue. The transaction could be unwound, i.e. Zashi would have to be transferred back to ECC. These factors jeopardize the entire Zcash ecosystem, not just the parties to the transaction.

We do not doubt that those who proposed this transaction believed it was the right path forward for Zcash. They were following norms that are standard among tech startups. Their commitment to the project is real, and their frustration with the constraints of nonprofit governance is understandable. But good intentions do not satisfy legal requirements, and urgency does not excuse a flawed process.

Zcash's power lies in its integrity - as technology and as a movement. A restructuring done in a way that invites scrutiny, even if well-intentioned, would damage that credibility and set back the cause of privacy and financial freedom.

This is not a disagreement about Zcash's mission, which remains unchanged. It is about compliance with the legal and fiduciary obligations of a 501(c)(3), and about the moral imperative of ensuring Bootstrap's assets remain dedicated to the mission they were meant to serve. The board has no discretion on these matters.