14 August 2024 - Intersect board meeting
Attendees:
#
Board Seat
Designator
Alternative
Observer
1
IOG
Gerard Moroney
Romain Pellerin
2
EMURGO
Nikhil Joshi
Amar Singh
3
Education
Steve Lupien
N/A
4
Membership
N/A
5
Membership
N/A
Mercy Tachie-Menson Lloyd Duhon
Intersect
Alex Pestchanker
Nick Cook Jack Briggs Hallee Moore
Secretary
Lawrence Clark
Treasurer
Dan Singelman
Proceedings:
The Secretary called the meeting to order on behalf of Chair Steven Lupien.
All cameras were on, and all participants confirmed their adherence to the Directors' Conflict of Interest policy.
The Secretary noted the agenda and proceeded with the meeting.
Noted Agenda:
#
Agenda discussion points
Duration
Regular/Adhoc
Presenter
pre-reading material
1
Confirmation that the conflict of interest policy has been read and agreed
Attendees to update on any conflicts they are aware of
5 mins
Regular
Lawrence Clark
Introduction from Alex Pestchanker
20 Mins
Adhoc
Alex Pestchanker
2
Board Issues & Actions to review
15 mins
Regular
Lawrence Clark
In deck
Business Updates
2 hour
Alex Pestchanker
3
Finance update
Adhoc
Lawrence Clark
In deck
4
30/60/90 day review
Adhoc
Alex Pestchanker
In deck
5
AMM revamp
Adhoc
Jack Briggs
In deck
Any other Business
Update on intersect reporting
30 mins
Adhoc
Lawrence Clark
6
Community Hub update
Adhoc
Nick Cook
In deck
Meeting Actions:
Lawrence Clark walked the board through the noted actions from previous meetings.
It was communicated that Gerard Moroney had passed KYC and that onboarding had been completed. Gerard Directors Agreement contract is with IOG legal for final review. No issues have been raised; we expect this to be signed soon.
Gerard Moroney informed the board that he had a list of questions and observations that the board would like the Intersect team to review and respond to. The board acknowledged this, and Gerard was asked to email the secretary who will work with the Intersect team to gain their response.
Action: Gerard Moroney will email Lawrence Clark with questions and observations for the Intersect team to review and respond to.
Motion taken by unanimous decision to accept Gerard Moroney to the board of Intersect.
Hallee Moore confirmed that a contract of employment had be sent to Alex Pestchanker and Steven Lupien via DocuSign. Both confirmed that this contract had been signed.
Motion taken by unanimous decision to accept Alex Pestchanker to the role of Interim - President and Chief Membership Officer for a 9 month period.
Lawrence Clark noted to the board that Alex Pestchanker had sent a letter of resignation from his position as a Board Member.
Motion taken by unanimous decision to accept Alex Pestchanker's resignation from the board of Intersect.
Lawrence Clark updated the board that there were now two open board seats. It was proposed that the previous membership vote taken by the Community Advisory Board be upheld and that Mercy Tachie-Menson and Lloyd Duhon be offered the positions.
Motion taken by unanimous decision to offer Mercy Tachie-Menson and Lloyd Duhon Intersect board seats.
As Mercy Tachie-Menson and Lloyd Duhon were in the board meeting as observers, and were offered the board seats.
Lloyd Duhon: declined the Intersect board seat in favor of remaining working with the Budget committee.
Mercy Tachie-Menson: accepted the board seat.
Action: Lawrence Clark will progress the onboarding of Mercy Tachie-Menson to the Intersect Board.
Business Update:
Intersect Financial Update
Lawrence Clark provided the board with an update from the Intersect Finance team following their review of the ask from the board to a) ensure time was correctly allocated between Intersect and the CDF, and b) to extend the Intersect and CDF runway from January, through to July 2025.
Intersect Financial executive summary
Based on the proposed savings, Intersect would have an average monthly burn rate of $221k by the end of 2024.
These savings would extend the Intersect runway to circa 16 months.
Cardano Development Foundation Financial executive summary
Assuming Intersect proceeds with the savings, it would have an average monthly burn rate of $2.034m to the end of 2024
These savings would extend the CDF runway to circa 3 months.
Part of the above savings include Intersect invoicing the Cardano Development Foundation (CDF) for work carried out by the Intersect team, but not yet invoiced. The board felt, that even though Intersect had the right to invoice for this work, Intersect should not do this if it would resulted in the CDF runway not being extended to July 2025. To this end, the board asked Lawrence Clark to work with the finance.
Acton: Lawrence Clark to work with the Finance team ensure that Intersect and CDF runways can be extended to July 2025.
30/60/90 Day plan update
Alex Pestchanker updated the board on his work with the Intersect team to align on the new focus to supporting Cardano's governance, establish a Cardano Product committee, and establish a Cardano Annual budget committee. The board agreed, that for the remainder of the year, this focus would help Intersect focus on the membership and deliverables that would bring value to the community.
Alex Pestchanker concluded this update with a proposal to align the Intersect Committees to our new focus. Alex proposed that Intersect should have four committees:
Product Roadmap Committee
Budget Committee
Civics Committee
MBO Committee
The board reviewed the proposal and noted its simplicity. Alex Pestchanker sought approval from the board to implement this structure by the end of August 2024. The board debated the challenges related to implementing this structure, with key debates held around two key points.
The impact on the membership holding seats on the committees that would become subcommittees.
The volume of change required to implement this is so close to the Intersect AMM.
To conclude this, the board asked Alex Pestchanker to work with his leadership team to review the proposal in more detail and then revert back to the board.
Action: Alex Pestchanker will review the new committee structure with Nick Cook, Lawrence Clark, and Jack Briggs.
Revised AMM approach
Jack Briggs presented an revised Annual Members Meeting approach to the board. The revised approach centred around five smaller, more intimate member meetings, hosted by the Intersect Hub managers.
Five/seven smaller member meetings organized by our Community Hubs (supported by grants) during October. Also to include Europe and US.
To honor previous commitments, we kick off with the Japan Hub in Tokyo, followed by Sri Lanka, Ghana, LATAM, Europe* and the US*. Culminates in Dubai around the Cardano Summit
Low overheads with only one/two staff max per event to support
Each event will include workshops on Cardano’s governance, roadmap, and budget. And will include retrospectives
Voting will include committee elections, board of directors/composition, Cardano’s budget proposal, roadmap and anything else. Voting will be open to all members via the members area. No in-person voting will be needed.
Each member summit will be provided a briefing pack with content and assets.
Each Hub will be encouraged and supported to welcome sponsorship
The final event in Dubai will include the results of committee elections and be more celebratory in nature of 2024, looking ahead to 2025.
*We do not currently have hubs in Europe or the USA, however, we have proposals in the pipeline
The board liked this approach and appreciated the evolution of the teams approach to focus more on our Members, in their local regions. Jack sought board approval for the approach and cost of $130k.
The board asked if this cost was included in the finance figures presented earlier. Lawrence Clark confirmed that this cost was included i the forecasted figures presented as part of the finance update. the board asked that a senior member of Intersect be present at the AMM session, and that the travel costs should be included in these costs.
Motion taken by unanimous decision to progress with the new AMM approach and the budgeted cost of £130k.
Any other business
Intersect Reporting
Prior to the meeting, the board had requested that the Intersect team review the reports that were being sent to the board members. Even though the reports contained very important information, the board did not have the executive summary or context for each report.
Lawrence Clark updated the board on his review of reporting. Upon reviewing the reports that the board received, it became clear that they did not contain the management overlay required to ensure that the board had the context needed before delving into the details.
As a result of this finding, Simo Simovic will collate a weekly/monthly update of all Intersect reports. Simo will then work with the Intersect Leadership team to understand the executive update and place this onto a reporting dashboard. As part of the preparation for the Intersect Board Meeting, Lawrence Clark and Alex Pestchanker will review this report and bring key updates to the board for discussion.
The board acknowledged this approach.
Membership & Community Hubs
As part of the reporting request, the board asked for more detailed context regarding the progression of the Intersect Hubs. Nick Cook was asked to attend the board meeting to provide an update.
Due to the board meeting overturning, it was requested that Nick Cook setup another meeting with the board to discuss this topic. It a time could not be found, then it should be added to the agenda for the next board meetings.
Lawrence Clark sought the Chair's approval to close the meeting at 1630 PDT on 14 August 2024.
Noted actions:
Action: Gerard Moroney will email Lawrence Clark with questions and observations for the Intersect team to review and respond to.
Action: Lawrence Clark will progress the onboarding of Mercy Tachie-Menson to the Intersect Board.
Acton: Lawrence Clark will work with the Finance team to ensure that Intersect and CDF runways can be extended to July 2025.
Action: Alex Pestchanker will review the new committee structure with Nick Cook, Lawrence Clark, and Jack Briggs.
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