19 December 2024 - Inersect Board Meeting

Intersect Board Meeting 19 December 2024 (2024-12-19 12:00 UTC)

Attendees:

#

Board Seat

Designator

Alternative

Observer

1

IOG

Gerard Moroney

Jeffery Siler

Joel Telpner

2

EMURGO

Nikhil Joshi

Amar Singh

3

Education

Steven Lupien

N/A

4

Membership

Kavinda Kariyapperuma

N/A

Juana Attieh

Lloyd Duhon

5

Membership

N/A

Adam Rusch

Mercy Tachie-Menson

Intersect

Jack Briggs, Nick Cook

Secretary

Lawrence Clark

Treasurer

Dan Singelman

Legal

Hallee Moore

Proceedings:

The Secretary was unable to call the meeting to order because Chair Steven Lupien was absent. The Secretary asked the attending board members to vote in a Chair for the 19 December board meeting. Kavinda Kariyapperuma was nominated.

Motion taken by unanimous decision for Kavinda Kariyapperuma to be the chair for the 19 December board meeting.

The Secretary called the meeting to order on behalf of Chair Kavinda Kariyapperuma.

Absentees:

Nikhil Joshi, Jeffery Siler, Steven Lupien

The Chair recognized Amar Singh as Nikhil Joshi's alternative.

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

Presenter

pre-reading

1

Confirmation that the conflict of interest policy has been read and agreed upon

  • Attendees are to update on any conflicts they are aware of.

5m

Lawrence Clark

2

Board Issues & Actions to review

15m

Lawrence Clark

In-deck

3

Decisions sought

0h

Multiply

In-deck

4

Business Updates

1h30m

Lawrence Clark

In-deck

5

Any Other Business

10m

Multiply

In-deck

Meeting Actions:

Lawrence Clark walked the board through the noted actions from previous meetings.

Lawrence Clark updated the board regarding the onboarding of the voted-in members to Intersect's board. Kavinda Kariyapperuma has passed KYC and signed his Directors' Agreement. Adam Rusch has passed KYC but has yet to sign the Directors' agreement. Adam will be an Observer for the December board meeting.

Lawrence Clark updated the board that due to diaries, it was not possible to find a time for an executive meeting to discuss the ED role. Lawrence Clark will look to book a meeting in early January.

Lawrence Clark updated the board that the onboarding of Jeffery Siller as an alternative was still in progress.

Lawrence Clark updated the board that a meeting invitation has been sent out for all board meetings in 2025.

Decisions sought:

None were brought to the board.

Business Update

Incident Management Plan/ Holiday Cover

Lawrence Clark updated the board on the Technical Steering Committee and Security Council report that outlined the incident management and communications plans for the holiday period.

DRep ratificaiton of the Constitution Lawrence Clark updated the board on the work that Intersect has been doing to keep the DRep’s up to date regarding the Net Change Limit and Budget Proposal.

The board discussed the work required to progress the Constitution to on-chain ratification, along with Net Change Limit and Budget approval. It was agreed that Intersect would continue to lead these efforts with support from IOG and the community. The Intersect executive team was asked to review resources and assign an appropriate person.

Action: Lawrence Clark will review the current team and work with the Intersect executive team to assign a person to lead the process of gaining ratification of the Constitution, approval of the Net Change Limit, and approval of the budget.

Executive update on the Constitution

Lawrence Clark updated the board on the key changes and discussion points following the Constitutional Convention.

  1. The reference to the Budget has been moved into a new section, Article IV.

  2. The purpose of a budget is:

for the ongoing operation, maintenance and future development of the Cardano Blockchain ecosystem and for covering other costs related to the implementation, administration and maintenance of the decentralized, on-chain governance processes provided for in this Constitution.

  1. The constitution provides more clarity that multiple budgets are permissible.

  2. Where beneficial, the budget should use Blockchain technology, including smart contracts.

  3. During the event, there was a key discussion on the definitions for:

Budget, Administrator

  1. Funds withdrawn from the treasury may not be staked.

  2. Funds withdrawn from the treasury must be delegated to the voting option, Auto-Abstain.

Adam Rusch asked that the proposed raising of the Net Change Limit on Saturday, 21 December 2024, be postponed until the Budget Proposal is read for the community to review. Lawrence Clark confirmed that the request for Saturday, 21 December 2024, had been approved by the Budget Committee, but he would revert to the committee for approval to postpone.

Action: Lawrence Clark to propose to the Budget Committee the postponement of the Net Change Limit governance action until the budget is available in January 2025.

Intersect: 2025

Jack Briggs updated the board on Intersect's plan and goals for 2025.

Cardano Development Holdings, the flow of funds for 2025

Lawrence Clark updated the board on the progress of setting up the fiat and ada systems to manage the Cardano Budget in 2025. Lawrence explained that ada from the treasury would be placed into a wallet held by our custodian. This wallet would be used to pass ada as required to the appropriate wallet held by an Intersect Committee so that it would pay its suppliers in ada via a multiSig process. All recorded on-chain.

The wallet would also convert ada to fiat, sending funds to our bank account. As with our custodian, payments to suppliers would go via a multi-signature process to ensure that any payments made to a supplier are with the approval of the appropriate committee chair.

Lawrence Clark also explained to the board committee that meeting resolutions would be required for Intersect to progress with supplier contracts and payments. Implementing this would show Intersect as a member-led organization.

Lawrence Clark also explained to the board the Cardano Development Holdings financial view of 205. This example worked on the assumption that the budget would be 200m ada, and the funds would be received into Cardano Development Holdings in June 2025. It shows that based on the assumptions that Cardano Development Holdings may be in a deficit in June 2025, but with the budget treasury action of 100m ada, this would mitigate the issue. Like was in August 2025. It was also noted that the two payment dates align with Catalyst's requirements.

Update following the Cardano Foundation social media issues

Jack Briggs updated the board on three key topics that had impacted the Cardano Foundation. The board asked how secure the Intersect X account was along with our strategy for managing similar issues. Jack confirmed our account security and discussed our strategy.

Summary of Issues:

  1. Whistleblower allegations: Claims of the Cardano Foundation undermining the constitution process, governance proposals, and exhibiting poor leadership.

  2. Charles Hoskinson's Stance: Publicly critical of the Foundation, declaring it no longer aligned with Cardano's vision, and will not attend the Summit unless leadership changes.

  3. Community tensions: Mixed reactions from the community, with debates over the Foundation's role and alignment with Cardano's roadmap and governance.

Finance Update November 2024

Lawrence Clark updated the board on the financial position of Intersect and the Cardano Development Holdings. As requested by the board, Intersects financial strategy is to extend Intersect and Cardano Development Holdings funds into 2025. The average ADA/USD price throughout the month of November 2024 was 0.6920.

Intersect Financial Summary

  • We had a November net burn rate of $289k

  • As we close the year, our expected December net burn rate is $652k

  • We will have a $1.3m balance by the end of 2024. Our estimated 2025 net burn rate of $173k will provide Intersect with a 7-month runway.

Cardano Development Holdings Financial Summary

  • We had a November net burn rate of $940k

  • As we close the year, our expected December net burn rate is $11.318m. This includes an IOE ada payment of $14.7m. Note that this payment is expected to remain on hold until Midnight Glazer drops, so the CDH will carry this debt into 2025.

Any other business

The next board meeting is planned for 27 January 2024.

Lawrence Clark updated the board on the proposed dates for all board meetings in 2025. The board members were asked to review their calendars and suggest an alternate date if they could not attend.

Jan

Feb

Mar

Apr

May

Jun

27 Jan 25

27 Feb 25

27 Mar 25

24 Apr 25

29 May 25

26 Jun 25

Jul

Aug

Sep

Oct

Nov

Dec

31 Jul 25

28 Aug 25

25 Sep 25

30 Oct 25

27 Nov 25

18 Dec 25

Funding Sources

Gerard Moroney asked that options for funding be added to the January 2025 board meeting.

Action: Lawrence Clark will work with the Intersect Finance team to propose alternative funding options.

The Chair closed the meeting at 14:00 UTC on 19 December 2024.

Noted actions and decisions

Motion taken by unanimous decision for Kavinda Kariyapperuma to be the chair for the 19 December board meeting.

Action: Lawrence Clark will review the current team and work with the Intersect executive team to assign a person to lead the process of gaining ratification of the Constitution, approval of the Net Change Limit, and approval of the budget.

Action: Lawrence Clark to propose to the Budget Committee the postponement of the Net Change Limit governance action until the budget is available in January 2025.

Action: Lawrence Clark will work with the Intersect Finance team to propose alternative funding options.

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