> 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/5-july-2024-intersect-board-meeting.md).

# 5 July 2024 - Intersect board meeting

Intersect Board Meeting 5 July 2024(2024-07-05 14:00 UTC) Update

## **Attendees:**

<table data-header-hidden><thead><tr><th width="67"></th><th></th><th width="232"></th><th></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>Tim Harrison </td><td></td><td>JJ<br>Gerard M</td></tr><tr><td>2</td><td>EMURGO</td><td>Nikhil Joshi </td><td></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>Intersect</td><td></td><td>None required</td><td></td></tr><tr><td>5</td><td>Membership</td><td>Alex Pestchanker</td><td>N/A</td><td></td></tr><tr><td></td><td>Membership</td><td></td><td></td><td>Juana Attieh<br>Lloyd Duhon</td></tr><tr><td></td><td>Secretary</td><td>Lawrence Clark</td><td></td><td></td></tr><tr><td></td><td>Treasurer</td><td>Kylie Schmeeckle (absent)</td><td></td><td></td></tr></tbody></table>

### 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.&#x20;

The Secretary noted the agenda and proceeded with the meeting.

**Noted Agenda**  &#x20;

<table data-header-hidden><thead><tr><th width="62"></th><th width="231"></th><th width="149"></th><th></th><th></th></tr></thead><tbody><tr><td><strong>#</strong></td><td><strong>Agenda discussion points</strong></td><td><strong>Regular/Adhoc</strong></td><td><strong>Presenter</strong></td><td><strong>Any pre-reading material</strong></td></tr><tr><td>1</td><td><p>Confirmation that the conflict of interest policy has been read and agreed</p><ul><li>Attendees to update on any conflicts they are aware of</li></ul></td><td>Regular</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> 3</td><td>Noted Board Resolutions </td><td>Adhoc</td><td>Lawrence Clark</td><td>In deck</td></tr><tr><td>4</td><td>Key discussion points</td><td>Adhoc</td><td>Lawrence Clark</td><td>In deck</td></tr><tr><td>5</td><td>Membership Stipend </td><td>Adhoc</td><td>Tim Harrison</td><td>In deck</td></tr><tr><td>6</td><td>Constitutional Committee: Key and voting </td><td>Adhoc</td><td>Lawrence Clark</td><td>Discussion</td></tr></tbody></table>

### Noted Board Resolutions:

Acknowledgment that Nigel Hemsley resigned from his position as Chief Operations Officer and Board member of Intersect.

**Motion taken by unanimous decision** to accept the resignation of Nigel Hemsley from all positions at Intersect.

Acknowledgment that Tim Harrison has resigned from his position as a Board Member of Intersect.

**Motion taken by unanimous decision** to accept the resignation of Tim Harrison from his role as Intersect Board Member.

Decision required for the appointment of Gerard Moroney to the Intersect Board.

**Motion taken by unanimous decision** to accept Gerard Moroney as the board member holding the IOG board seat.

Acknowledgement that Kylie Schmeeckle has resigned from the position of Treasurer.

**Motion taken by unanimous decision** to accept the resignation of Kylie Schmeeckle from the position of Treasurer.

Decision required for the interim appointment of Dan Singleman as Intersect Treasurer.

**Motion taken by unanimous decision** to accept Dan Singleman to the role of Intersect Treasurer.

Agree Alex Pestchanker's extended role as an Intersect Executive.&#x20;

**Motion taken by unanimous decision** to allow Alex Pestchanker to take an extended role to support the Intersect team following the resignation of Nigel Hemsley.

### Discussion points

Lawrence Clark updated the board on the emails sent to the board.

The board instructed Lawrence Clark to liaise with the appropriate individuals to collate a response to the Cardano Foundation questions. The board should review it before being sent.

The board discussed the time requirements for Alex Pestchanker for him to fulfill the extended role he has been asked to perform. Alex Pestchanker confirmed that it was an important role and would make the time to ensure Intersect was a success.

### Membership Stipend

The board discussed the paying members for the time they spent working on Intersect Committees. All agreed that the stipend should be paid but due to the current challenges facing Intersect, it was agreed that membership stipend should be considered as part of the 2025 budget ask.

**Motion taken by unanimous decision** to consider membership stipend as part of 2025 budget.

### Intersect Constitution Committee Keys&#x20;

Lawrence Clark discussed the steps being taken by Intersect to ensure the new constitutional keys were being maintained correctly. Lawrence explained that Intersect is working closely with other Constitutional Committee members to ensure operational procedures are in place and align with any recommendations. These procedures outline the best practices for storing and managing the Intersect key.

* Credential Manager tooling
  * Intersect has been working closely with IOG throughout the scoping and development of the credential-manager tool ([docs](https://credential-manager.readthedocs.io/en/latest/), [github](https://github.com/IntersectMBO/credential-manager)).
  * Intersect has used this tool to manage a SanchoNet constitutional committee credential.
* This tooling offers institutional-grade operators a solution to Cardano credential management;
  * Provides separation of roles and responsibilities across many individuals
    * Using a multi-signature authorization scheme for all on-chain governance transactions
    * Vastly reduces the potential negative impact of loss of keys
  * Providing public tracing and audibility
    * Via an X.509 certificate tree
  * Allows updating of user keys without changing committee credentials
* Intersect intends to use this tool for its Interim Constitutional Committee Credential management because;
  * It allows the distribution of control of credentials across many individuals (or members)
    * Specific individuals for roles have not been chosen yet, and for security reasons, some key holders should remain anonymous.
    * Keys will be spread across many individuals and geographic regions.
  * It allows for the auditability of on-chain actions - and ensures auditing by members.
  * It allows for easy rotation of keys between individuals, useful for staffing changes.

Additionally, the board was asked to confirm that Intersect would not vote in the Interim Constitutional Committee process.  If this is approved then appropriate communications will be created in preparation for publishing to our membership.

**Motion taken by unanimous decision** for Intersect not to vote during the Interim Constitutional Committee process.

**Lawrence Clark sought the Chair's approval to close the meeting at 1600 UTC on 5 July 2024.** &#x20;


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