> For the complete documentation index, see [llms.txt](https://board.docs.intersectmbo.org/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://board.docs.intersectmbo.org/intersect-board-meetings/2024-board-minutes/26-september-2024-intersect-board-meeting.md).

# 26 September 2024 - Intersect board meeting

Intersect Board Meeting 26 September 2024(2024-08-14 10:00 UTC)

## **Attendees:**

<table data-header-hidden><thead><tr><th width="60"></th><th width="135"></th><th width="155"></th><th width="148"></th><th></th></tr></thead><tbody><tr><td><strong>#</strong></td><td><strong>Board Seat</strong></td><td><strong>Designator</strong></td><td><strong>Alternative</strong></td><td><strong>Observer</strong> </td></tr><tr><td>1</td><td>IOG</td><td>Gerard Moroney</td><td>Romain Pellerin</td><td></td></tr><tr><td>2</td><td>EMURGO</td><td>Nikhil Joshi </td><td>Amar Singh</td><td></td></tr><tr><td>3</td><td>Education</td><td>Steve Lupien</td><td>N/A</td><td></td></tr><tr><td>4</td><td>Membership</td><td>Mercy Tachie-Menson</td><td></td><td></td></tr><tr><td>5</td><td>Membership</td><td>N/A</td><td></td><td>Lloyd Duhon</td></tr><tr><td></td><td>Intersect</td><td></td><td></td><td>Nick Cook<br>Jack Briggs<br>Hallee Moore</td></tr><tr><td></td><td>Secretary</td><td>Lawrence Clark</td><td></td><td></td></tr><tr><td></td><td>Treasurer</td><td>Dan Singelman</td><td></td><td></td></tr><tr><td></td><td>Legal</td><td>Hallee Moore</td><td></td><td></td></tr></tbody></table>

## Proceedings:

The Secretary called the meeting to order on behalf of Chair Steven Lupien.

Absentees: Dan Singelman, Hallee Moore, Romain Pellerin

All cameras were on, and all participants confirmed their adherence to the Directors' Conflict of Interest policy.&#x20;

The Secretary noted the agenda and proceeded with the meeting.

## **Noted Agenda:**&#x20;

<table data-header-hidden><thead><tr><th width="64"></th><th width="276"></th><th></th><th></th><th></th></tr></thead><tbody><tr><td>#</td><td>Agenda discussion points</td><td>Duration</td><td>Presenter</td><td>pre-reading </td></tr><tr><td>1</td><td><p>Confirmation that the conflict of interest policy has been read and agreed upon</p><ul><li>Attendees are to update on any conflicts they are aware of.</li></ul></td><td>5m</td><td>Lawrence Clark</td><td><a href="https://drive.google.com/file/d/1CsvMyBbDFN07wFsmCroENV5XBA3sCp4r/view?usp=drive_link">Conflict of Interest</a></td></tr><tr><td>2</td><td>Board Issues &#x26; Actions to review</td><td>15m</td><td>Lawrence Clark</td><td>In-deck </td></tr><tr><td>3</td><td>Decisions sought</td><td>1h</td><td>Multiply </td><td>In-deck </td></tr><tr><td>4</td><td>Business Updates</td><td>30m</td><td>Lawrence Clark </td><td>In-deck </td></tr><tr><td>5</td><td>Any Other Business</td><td>10m</td><td><br></td><td><br></td></tr></tbody></table>

## Meeting Actions:

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

It was communicated that Alex Pestchanker had signed the separation agreement, which ends his tenure with Interset.&#x20;

A proposal was put forward for Steven Lupien to remain as Chari of the board until the end of his Directors contract.

Motion taken by unanimous decision to accept Steven Lupien as Chair of the Intersect board until the end of his Membership contract.

## Decisions sought:

### **The renaming of the Cardano Development Foundation**

The Cardano Foundation (CF) has requested that Intersect change the name of the Cardano Development Foundation (CDF) due to its similarities to their name.   Upon enquiring as to the steps to remain the CDF, it came to light that Harneys (Cayman legal company) has already changed the name of the CDF to the Cardano Endowerment Company.  This was carried out without approval from the noted signatures for the CDF.  Lawrence Clark has raised an operational issue and is investigating.  However, the board was asked to confirm a revised CDF name. &#x20;

**Motion taken by unanimous decision** to rename the CDF to the Cardano Development Fund.  Lawrence Clark is to work with the appropriate parties to change the name of the CDF.

### **Intersect Constitutional Council**

The council has raised a conflict of independence. Our credential management and operations provide the necessary safeguards for us as an institutional seat on the ICC. However, they removed the notion that the Council (currently comprised of members with Intersect staff providing admin support) had the ability to vote without being held to a veto by the board in extreme circumstances.&#x20;

The board was informed that all decisions made by the Intersect Constitutional Council came to the board because the Board of Intersect was covered by the Director & Officer’s insurance (this insurance does not cover members of Intersect).  As the seat belonged to Intersect, we needed to ensure decisions were appropriately covered.

The board acknowledged the issue and requested more time to consider the options.  Jack Briggs is asked to return this to the board in December 2024.

### **Members board seat**

Mercy Tachie-Menson requested the board consider extending the number of members accepted during the October AMM to three.  There would be two new board members, and Mercy Tachie-Menson would remain in her seat.  The board discussed numerous options but agreed that it would remain on track with the current communicated plan to onboard the two voted memes to the board of Intersect.&#x20;

**Motion taken by unanimous decision** to continue with the current plan to allow two new voted-on members to the board. &#x20;

### **MBO Services for Midnight**

Lawrence Clark updated the board on his meeting with Eran Barak, Fahmi Syed, and Marta Szluinska from Midnight.   The meeting was set up to discuss whether Intersect would be interested in supplying MBO services to Midnight.  If so, then how could this be achieved?  Lawrence Clark sought the board’s approval to progress these conversations and investigate options.&#x20;

**Motion taken by unanimous decision** to continue to work with the Midnight team to understand how Intersect could supply MBO services to Midnight

**Approach to hiring a new Executive Director (ED).**&#x41;fter the departure of Nigel Hemsley and Alex Pestchanker, the board reviewed options for hiring a new Executive Director (ED) for Intersect. They agreed not to rush the recruitment process, considering the possibility of postponing the hire until 2025. The board expressed confidence that the existing leadership team— Lawrence Clark, Jack Briggs, and Nick Cook—would effectively guide Intersect through the AMM period and into the new year.

**Motion taken by a unanimous decision** to hold off hiring a new ED until 2025.  Lawrence Clark to bring this back to the board in December 2024.

## Business Update:

### **Annual Members Meeting update**

Jack Briggs updated the board on the plans for Intersects AMM.  Our objectives for the AMM series focus on ensuring legal compliance by meeting our obligations to the State of Wyoming, actively engaging members with thorough retrospectives on successes, areas for improvement, and actions to discontinue, and sharing a high-level vision for 2025 to generate excitement about the future. Additionally, we aim to boost participation in voting, particularly for Intersect’s inaugural committee and board seats. All six events—confirmed and communicated—will take place in Tokyo, Lisbon, Sri Lanka, Ghana, Mexico City, and Austin, with a maximum of two staff members attending each, including at least one executive.&#x20;

### **Membership & Community Hubs**

Nick Cook updated the board on the open committee seats and discussed the number of applicants per seat, along with an update on our hubs.  Our associate campaign goals include encouraging conversions to paid memberships, allowing members to qualify as candidates for committee elections board seats, and claiming their AMM vote. For enterprise memberships, we are focusing on targeting Cardano ecosystem projects and organizations, specifically converting those that have previously shown interest in Intersect, as well as the top 120 Cardano projects listed on CoinGecko, CoinMarketCap, and TapTools. We are also engaging stake pool operators (SPOs) through Hubs and SPO owners familiar with Intersect. In Q4, we will work on enhancing the membership experience with further development of the Membership Portal and planning additional membership value offerings to be introduced in 2025.

### **Finance Update**

Lawrence Clark updated the board on Intersect’s financial position.   Intersect remains on track to achieve savings targets approved by the board in August.  Intersects’ financial focus remains on extending our funds into 2025 and defining a Cardano Budget process that DReps can approve.  ETA for treasury withdrawal is March 2025.

Intersect Financial Summary&#x20;

* Intersect has a runway of circa 3.2 months (runway calculated from 1st January 2025).
* Our average burn rate is $508k to the end of 2024.

Cardano Development Foundation Financial Summary&#x20;

* The CDF has a runway of circa 3.4 months (runway calculated from 1st January 2025).
* Average burn rate, at $2.428m. This includes our ADA and is calculated at 0.3976 - taken as of 30 September 2024.&#x20;

**The Chair brought the meeting to a close at 11:30 UTC on 26 September 2024.**

## Noted actions and decisions

**Motion taken by unanimous decision** to accept Steven Lupien as Chair of the Intersect board until the end of his Membership contract.

**Motion taken by unanimous decision** to continue with the current plan to allow two new voted-on members to the board.  Mercy to step onto an Observer position.

**Motion taken by unanimous decision** to allow Lawrence Clark to continue to work with the Midnight team to understand how Intersect could supply MBO services.

**Motion taken by a unanimous decision** for Intersect to hold off the hire of a new ED until 2025.  Lawrence Clark to bring this back to the board in December 2024.


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