22 May 2025 - Intersect Board Special Session

Time: 06:00-07:30 MST Location: Virtual Chair: Steven Lupien

Meeting Summary

The Intersect Board met for a special session to confirm leadership roles for regulatory filings, progress the Executive Director recruitment process, align on operational and treasury governance strategies, and review Intersect’s role in managing approved proposals using the new smart contract framework. The meeting also included updates on the transition from prior leadership and continued improvements in internal processes.

Attendees:

#	Board Seat	Designator
1	IOG	Gerard Moroney
2	EMURGO	Nikhil Joshi
3	Education	Steven Lupien
4	Membership	Kavinda Kariyapperuma
5	Membership	Adam Rusch
6	Intersect Executive Team	Jack Briggs
7	Intersect Executive Team	Nick Cook

Agenda overview

1. Board officer roles & handover Confirmation of officer assignments for Wyoming filing and an update on final steps in the leadership transition.

2. Executive director recruitment Progress on revising the ED recruitment process and formation of a subcommittee to lead it.

3. Scheduling and board expansion Discussion of upcoming meeting logistics and plans to revisit board expansion later in the year.

4. Operational security Update on ongoing improvements to internal security practices and next steps.

5. CDH community fund strategy Planning for a strategic approach to remaining CDH-managed funds, with a proposal to be shared at the next meeting.

6. Treasury withdrawal governance Debate on structure and timing of treasury withdrawals, community engagement plans, and a board decision to retain ADA-denominated proposals due to operational risks with fiat-based submissions.

7. Administrator role & vendor payments Confirmation of Intersect’s ADA-based administrator role and vendor expectations for payment and audits.

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Proceedings

1. Board Officer Roles & Handover

The board confirmed the officer roles required for Intersect’s registration in Wyoming:

• President: Prof Steven

• Secretary: Adam Rusch

• Treasurer: Nikhil Joshi

The leadership handover is nearly complete, with a wallet audit and annual report filing remaining. These final steps will be completed in coordination with the transition team.

2. Executive Director Recruitment

The recruitment process for a new Executive Director continues to progress.

• Gerard Moroney is revising the recruitment documentation based on board feedback.

• A subcommittee co-chaired by Adam Rusch and Kavinda Kariyapperuma will manage the process and provide regular updates to the board.

• A finalized job description and process outline are expected within the next week, with a view toward public engagement once complete.

3. Scheduling and Board Expansion

Due to travel and public holidays, upcoming board meetings may require adjusted scheduling. Plans to expand the board membership will be revisited closer to October, in line with broader ecosystem elections and community cycles.

4. Operational Security

The board received an update on operational security improvements. This work is ongoing and part of Intersect’s broader efforts to strengthen internal processes and protect key infrastructure.

Further information and options will be reviewed in a future session, including comparisons between different providers and coverage models.

5. CDH Community Fund Strategy

The board discussed the opportunity to develop a strategy for allocating uncommitted CDH-managed funds to benefit the Cardano community. A draft plan will be brought forward for review at the next board meeting.

6. Treasury Withdrawals

The board continued discussions on how to submit and structure Treasury Withdrawal actions following the recent approval of the aggregate budget:

• A community poll will be launched to understand preferences between submitting a single withdrawal or multiple categorized actions.

• Concerns were raised about the impact of a single withdrawal on smaller projects, ADA price volatility, and delivery coordination.

• The board voted against a single-withdrawal approach and agreed to present multiple options to the community, alongside educational materials to support DReps in their decision-making.

Additionally, the board discussed whether Treasury Withdrawals should be revised to reflect fiat-denominated proposals based on current ADA market rates. After reviewing operational risks, the board voted against this change, citing:

• Potential delivery risk for vendors unable to reprice or hedge proposals

• The need to rework and rescope all 39 approved proposals

• Timing discrepancies between withdrawal submission and enactment, which could result in approved funding no longer covering agreed work

• Broader market issues around conversion and volatility

While it was noted that denominating proposals in fiat might, on the surface, reduce the amount of ADA requested at today’s rates, the board concluded that this benefit does not outweigh the associated risks. The use of milestone-based smart contract payments and the ability to return unspent funds to the Treasury were considered more reliable mechanisms for managing volatility and ensuring accountability.

7. Administrator Role & Vendor Payments

The board confirmed that Intersect will operate as an ADA-denominated administrator, using a smart contract framework to manage disbursements transparently and on-chain.

• Vendors may request fiat or stablecoin payouts on a case-by-case basis, but Intersect will only facilitate this where feasible, and ADA remains the reference currency.

• Vendors are expected to arrange their own technical audits or reviews, particularly where proposals include protocol-level changes.

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Next Steps

The next board meeting will include:

• A review of the ED recruitment package

• A community poll on Treasury Withdrawal structure

• Presentation of the draft CDH fund allocation strategy

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Action items

Gerard Moroney

• Finalize the ED recruitment document with board feedback

Adam Rusch & Kavinda Kariyapperuma

• Co-chair the ED recruitment subcommittee and report at each board meeting

Jack Briggs

• Assign admin support for the ED recruitment subcommittee

• Source new quotes for operational security coverage and compare providers

• Prepare and share Treasury Withdrawal options with educational context for the poll

• Communicate Intersect’s administrator role and smart contract approach to the community

Nick Cook

• Finalize wallet audit and annual report filing for Wyoming

• Clean up handover documentation for the next session

Jack Briggs & Nick Cook

• Present community strategy for CDH funds at the next board meeting

Jack Briggs & Adam Rusch

• Finalize and run the community poll on Treasury Withdrawal options