Letter from ICF Founder, why No to #839

Miscellaneous
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Hi respectful community members,

I’m Ash Han, Hashtower validator, and I voted No on proposal #839 because I am deeply troubled by the indicators of ICF mismanagement, and their deviation from the given mandate.

My history with Cosmos and the ICF is deep-rooted. I am the founder of the Interchain Foundation.

This year, due to new South Korean regulations, I had to seek specific financial details and statements from the ICF concerning our historical relationship. To comply with these regulations, I asked for(the conversation began since June):

(a) Confirmation of my non-participation in board decisions.
(b) Financial reports from 2017-2022.
(c) A confirmation that there were no financial transactions between the ICF and myself, barring the initial deposit (I provided the initial capital to establish the foundation)

Despite being the founder, the response I received was alarming. It took the ICF a month to reply, and when they did, it was to challenge my rights as a founder and refuse my information request.

My request was neither adversarial nor beyond reasonable limits. My request is very simple and prompted by mandatory disclosures I must make to my government. The past five months, my experience with the ICF has been torturous and frustrating. While I’ve been able to have some concessions with respect to a) and c) (statements they promised over two months ago, which somehow I have still yet to receive), they remain strongly opposed to sharing any financial information with me. Their non-cooperation now has me facing a potential failure of my legal compliance with financial penalty in my country, South Korea.

In reconnecting with the foundation, I’ve observed:

  1. The ICF has shown a lack of coherent policy and identity, especially concerning its organizational awareness and obligations as a foundation under Swiss regulations.
  2. There appears to be opacity surrounding the foundation’s financial dealings and management.
  3. The foundation’s audacity or lack of legal mind to dismiss my contractual request raises questions about its integrity (I reserved the right to access and monitor activities as a part of a contract for establishing the foundation).
  4. Their consistent delay in addressing concerns is indicative of operational inefficiencies.
  5. The arbitrary and unilateral decision-making by the current foundation council without any concern for my documented and demonstrated rights is naive and irresponsible.

It was especially even harder for me to understand because it’s just a simple financial report that you have to submit to most institutions whenever requested anyways if not already released in public. It’s a waste and not worth fighting for not sharing this against its founder.

Similarly, my personal interactions with Brian and Ethan are not only disappointing but also felt dangerous for me and also for themselves and the employees. While I am certain that they are talented in many aspects which I deeply respect, they do not seem to possess the managerial skills for their rank and responsibility with lack of legal mind and poor communication skill for dealing with conflicts. Absence of legal mind can often lead to an existential risk as we witness frequently.

I have always heavily believed in ICF and its integrity regardless of many concerns around in the community, but my personal experience made me clear even the founder isn’t an exception and regret that I haven’t paid early attention to the foundation in relation to people who were frustrated before me. I have no personal ambition in ICF, nor any financial interest in its operations as it’s been for many years. However, I feel heavily responsible for how the foundation is legally compliant, using my capital properly, running according to the Notarial Deed I signed off on and making sure there’s no potential criminal activity for my own reputation and my own peace to sleep at night.

Until there’s clarification or financial reports, I can’t be sure if there’s any potential abnormal financial activity that might have been involved in the past or now. So, I can’t vote for “YES” to another major financial spending since I have no intention to become unintentional support for the potential co-responsibility in the future. I have no choice but to vote for “No” until the clarification.

Also, I now understand it’s essential for me and the ecosystem at large. I believe the community has the prerogative to exercise the vote “NO” to #839 to show the importance of procedural integrity and request for change. I regret that it took a new regulatory regime in my country to rediscover my responsibility of ensuring ethical operation for the foundation. But like many, I am just a simple man dreaming of a simple life. I prefer the convenience of hope over the inconvenience of suspicion.

To my respectful validator colleagues who voted YES: please re-evaluate your vote.

We can both correct the chronic distrust situation of ICF and also continue the software development of the Cosmos ecosystem by the best hands but in a fairer terms.

Sincerely,
Ash Han

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Sounds almost exactly how they respond to security problems. I’m really sorry that you’re having the same frustrating experience.

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thanks Jacob Gadikian

unfortunately, it seems we learn our lesson that a single root cause actually has impact on many layers only when it comes to you in person.

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Sir, we haven’t met or spoken before (at least I think we haven’t) but – YES.

We can make meaningful long term improvements to cosmos overall by recognizing that there are serious questions about the icf – and about Informal Systems.

My good vibes and rapport with respect to @jtremback are so significant that I would have no questions about handing him the full requested amount in cash BTC gold or atom, and sleep well knowing he would work hard to ensure good outcomes.

I do not feel the same way about informal.

about the information you requested

If you were given this information buy the foundation, does it eventually become a matter of public record?

The reason that I’m asking this is that it might be a good idea to use governance to make it extremely clear exactly what information you are seeking.

If you need any assistance with the governance proposal process or a template, you may wish to have a look at proposal 787. But, please know that ultimately I believe that 787 was a failure and the fact that we are discussing the reality that you cannot get information about the foundation, means that the foundation is not living up to the terms of proposal 787.

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Thank’s for sharing these information.

We didn’t vote yet as we are collecting information still to position our vote.

The clear point you made that is alarming is “the lack of legal mind”. Many companies and organisations are dying with gold in their hand just because of this.

It’s also clear that the full top management having different projects and occupations cannot have proper skills for their rank on this particular project (cf management/communication reports from many parties).

It looks clearly a bias situation that will never change until they revoke one of their role (probably leaving ICF would be the best choice in their case).

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I think the “lack of legal mind” is made apparent in Brian’s offer to retroactively reimburse the hub $3.5m if 839 passes. Talk to any lawyer working for crypto-tech based project, or any foundation being scrutinized by the SEC. Sending $ATOM directly from foundation treasury to Cosmos Hub is the smoking gun Gensler need to make an unequivocal case you’re an “Active Participant.”

It’s irresponsible.

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I don’t understand what the link is between “ICF not talking to me” and “I’m voting no on prop 839”

Prop 839 is about the Hub paying for its own development. What’s the vote on 839 got to do with ICF’s dealing with you?

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Just a reminder too, the full text of 839 proposal is here:

If 839 passes, upon approval, they’re liquidating $4m of ATOM and having that transferred to teams’ vesting accounts.

I also think it’s incorrect to vote YES on a proposal that authorizes $5.7m budget when the effective real ask (if you are to believe what ICF says) is $2.2m.

Informal and Hypha should resubmit a proposal requesting $2.2m.

Separately, how much longer are we going to subsidize Informal Systems, a private Canadian entity? Alot of folks seem to be remiss on the fact that Informal cost estimate includes costs of overhead for their entire team: HR, legal and admin. Imo, this is less a proposal to maintain hub development. It’s a proposal to maintain Informal.

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Screenshot_20231103-215436
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839 is a proposal to fund Informal, not just “hub development.”

I believe his point is that it’s not right to continue funding development activities under the Informal organizational umbrella so long as the relationship between ICF and Informal remains unclear.

To add emphasis to the lack of transparency surrounding multi year allocations from ICF to Informal, Ash is saying that even as the founder of ICF, he is denied financial reports. This is disturbing.

I think it’s interesting his request was not “adversarial” as he says, he needs the financial reports to be in compliance with regulations in South Korea. And due to ICF’s non cooperation, he is now subject to penalties.

If he can’t get the reports. The community never will.
The question is why?
What are they hiding?

Ash is also saying the mandate for the foundation is clear, and the foundation should be funding hub development – and this application of the ICF’s “distributed development” model is contrary to what the foundation was created for.

All this uncertainty about who funds cosmos hub and CESS (cosmos essential software) is inherently chaos stemming from foundation council’s non adherence to its given mandate.

From what I understand about Swiss foundations and swiss foundation law, it is not the prerogative of the board/council to alter the mandate on whim. Their job is to use the endowment resources to execute on the defined purpose given to them. In other words, the council is not doing its job. It’s redefining the job and to me that sounds like a flagrant violation that might be of interest to Swiss authorities.

And more importantly, it’s a breach that should matter to the community.

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It’s typical for development organizations to charge customers high mark ups for short term no commitment contracts.

I don’t actually think the proposed mark ups from Informal are unreasonable. They are substantially below norms for custom software development and customer support which would typically market up at over 100% of salaries and costs.

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As I understand it, founder of a Swiss foundation literally means nothing after a foundation is set up.

Cosmos essential software - comet, IBC, SDK - those are being funded. But this is still besides the point - I don’t see a link between ICF issues and this funding prop.

It’s like me voting yes or no on the prop, based on the fact that Coinbase has Atoms, and they also have SOL.

Asking yourself “what the f does that mean”? Exactly.

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Hi everyone,
Brian here from the ICF (president and member of the FC).

I wanted to provide some context here for why we did not grant various of Ash’s requests. As Ash has noted, he was involved very early on and was the founder of the ICF. What that means is that he paid 50k in initial capital. He did not have any involvement afterwards in the foundation, as far as we know.

A few months ago, Ash emailed and asked that the ICF provide him with financial reports that he can submit to some Korean regulator. The ICF is a Swiss foundation and does not have any reporting requirements to some Korean regulator. Nor did we receive any request for information from such an entity directly.

We pointed out to Ash that he has no official role in the foundation and has no obligations, but also no special rights related to the foundation. And that we would not submit this information to him or some Korean regulator.

Ash then repeated his request and said that he was surprised that he was not on the board. This is more than 6 years after the establishment of the foundation during which time AFAIK Ash had no involvement with the foundation. I don’t understand how he was under the impression that he was on the board this entire time, but obviously makes no sense and is easily verifiable in the official company registry. He then demanded to be added to the FC now. (Notably, Ash did not apply when we opened the FC applications.)

Ash claims that some promises were made for him to be added to the Foundation Council 6.5 years ago. But no current FC members have any knowledge of this and, again, he was never added.

Ash then basically just kept repeating the same requests, which we already explained to him various times why we did not consider them reasonable and were not going to comply with them.

I also wanted to respond here to Cosmos_Nanny regarding the current proposal being reckless from a regulatory perspective.

Personally, I do not see why this would increase risk. First of all, the ICF is already funding the Cosmos Hub teams at Informal and Hypha. In the current proposal, the ICF would only partially be funding them. In terms of actual control of the ICF, this would be diminished in the proposal since the control mechanisms and accountability would happen via Hub governance.
In my view, this would increase decentralization and decrease the influence of the ICF on the hub. (Which is a great thing IMV.)

I did discuss this with our Swiss legal advisor and in her view the main consideration is that we know how the money is spent and that it is spent in accordance with the mandate. And that there are some accountability mechanism. IMV the current proposal meets all these requirements. And in general, I think it should be possible to design a governance controlled system that meets these needs and that the ICF can confidently allocate budget to.

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Believe cosmos nanny’s point was that you aren’t allowed to send money into the Community Pool, as you stated.

You paying Informal or any other entity is probably okay (usual due diligence, etc), but the issue is with paying into the Community Pool - that’s you making a donation to a shared, public, funding pool.

But more importantly, so Ash comes out of the hiding after 6.5 years, and thinks he’s been a member of the council all that time and so should be leading the foundation? Wtf

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I get that this is what Cosmos Nanny claimed, but I don’t know what this claim is based on. I’m not aware of any such rule and I discussed this with our legal counsel. So I think it’s fine to directly donate to the public funding pool as long as we know what will happen with the funds. (Which we do here.)

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ICF should definitly not be a part of the future fund of cosmos hub . Cosmos hub need to be totaly sovreign and allocate grants by the CP overall

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@Guinch_Roze
So your preference would be that none of the ICF’s treasury would go towards supporting Cosmos Hub development?

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You say you’ve checked in with counsel, I would double check and add emphasis to the transaction being ICF multisig sending ATOM directly to Cosmos Hub cp.

Or am I misunderstanding the tx structure?

Thanks for your response above.

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You are not misunderstanding and I was clear about this.

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To be clear it’s based on conversations I’ve had with US lawyers to understand how the SEC and NY AG office evaluates who is an Active Participant. And why.