6 March 2025 - Intersect Board Meeting

Attendees:

#	Board Seat	Designator	Alternative	Observer
1	IOG	Gerard Moroney	Jeffery Siler
2	EMURGO	Nikhil Joshi	Amar Singh
3	Education	Steven Lupien	N/A
4	Membership	Kavinda Kariyapperuma	N/A	Juana Attieh Lloyd Duhon
5	Membership	Adam Rusch	N/A	Mercy Tachie-Menson
	Intersect			Jack Briggs, Nick Cook
	Secretary	Lawrence Clark
	Treasurer	Lawrence Clark
	Legal	Hallee Moore

Proceedings:

The Chair called the meeting to order.

Absentees:

Hallee Moore, Jeffery Siler

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 Attendees to update on any conflicts they are aware of	5m	Lawrence Clark	Conflict of Interest
2	Board Issues & Actions to review	15m	Lawrence Clark	In-deck
3	Feedback Workshop Update	20m	Jack Briggs/ Lawrence Clark	In-deck
4	Marketing and Events	10m	Jack Briggs	In-deck
5	April Elections	20m	Nick Cook	In-deck
6	Community Hubs update	5m	Nick Cook	In-deck
7	Membership update	5m	Nick Cook	In-deck
8	Financial update	20m	Lawrence Clark	In-deck
9	Any other Business	5m

Meeting Actions:

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

Onboarding of new members to the board:

Lawrence Clark updated the board regarding the onboarding of the voted-in members to Intersect's board. Kavinda Kariyapperuma and Adam Rusch are now members of the board of Intersect.

The hiring of a replacement Executive Director or Cheif Membership Officer(s):

Lawrence Clark updated the board that the action remained open until the board was ready to proceed.

Email to the board from Thiago Nunes:

In summary, Thiago Nunes has emailed the board requesting that it approve a change to a) the decision threshold for board voting and b) the Corum from two directors to two, but one must be a voted-on member of the board.

The board agreed that our current voting structure complies with the WY Mutual Benefit Statutes and has been adopted and approved by the membership.

Regarding changing Corum, it was noted that under the WY Statutes, Intersect is required to have at least three board members (WY Stat. §17-19-803. Number of directors. (a) A board of directors shall consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. (b) The number of directors may be increased or decreased, but to no fewer than three (3), from time to time by amendment to or in the manner prescribed in the articles or bylaws.)

To constitute a quorum for purposes of a board meeting, the board is always required to have at least 1/3rd of the directors (no less than 2) in attendance. This has been complied with throughout Intersect’s existence. (WY Stat. §17-19-824(a). Quorum and voting. (a) Except as otherwise provided in this act, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third (1/3) of the number of directors in office or two (2) directors.)

So long as the requisite number of directors are present, only a majority of directors’ approval to take/approve an action is required. This is standard under WY corporate law (and most other states’). (WY Stat. §17-19-824(b). Quorum and voting. (b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this act, the articles or bylaws require the vote of a greater number of directors.)

Intersect’s governance requirements comply with the statutory minimums and allow for balancing the various international jurisdictions of board members and personal/professional obligations with the need for engaged directors.

The board requested that the secretary send an appropriate response to Thiago Nunes.

Feedback Workshop

The executive team updated the board following a workshop with members and the community held from February 26 to 28, 2025.

The board expressed support for the proposed approach, emphasizing that as we move forward with the proposal for the community, adjustments may be necessary during our engagement with designated representatives (DReps). This proposal recognizes the need for flexibility and indicates our willingness to adapt based on the feedback we receive. Additionally, the board requested that we convert the dates highlighted in the slide into a dashboard to provide regular updates. While acknowledging the importance of the Constitution team's support for Intersect, the board also stressed the need for increased membership involvement in the Budget Task Force, which comprises the Constitutional program team and the Budget Committee.

Concerns were raised about how the membership would respond to the proposal. This will be clearer once the official communications have been sent out.

Marketing and Events

Jack Briggs updated the board on upcoming events and election timelines, including the course-corrected budget process and the committee elections. He provided details on the constitutional committee election process and outlined a comprehensive plan for communicating changes to the budget process. Additionally, he highlighted the upcoming events in Japan and Vietnam.

April 2025 Election update

Nick Cook presented the election road map, announcing that the voting period will open on April 9th and close on April 23rd, with the application period beginning on March 17th. Lawrence Clark noted that the announcement of the election results will coincide with the budget workshop, while Gerard Moroney suggested that governance activities should align with community events. Nick Cook agreed that elections should be completed prior to the Budget Ratification session, thus allowing DReps to vote on the members of Intersect Committees.

Nick Cook also raised concerns about membership related to ‘gaming the system.’ While there was no evidence of this for our 2024 elections, we have sought guidance from MCC/ISC through a Governance Working Group. This working group reviews its work with the executive team to agree on an approach for the 2025 voting process, including the October Board seat elections.

Kavinda Kariyapperuma inquired about utilizing KYC or a similar method to validate membership. Nick Cook confirmed that Intersect would proceed with a ‘proof of life’ approach for each applicant. Lawrence Clark informed the board that our current policy does not involve KYC for members at the time of joining Intersect. We should aim to limit the reuse of wallets and credit cards to one individual. Kavinda Kariyapperuma requested that, as a minimum, we should send verification emails to members. Nick Cook agreed to take the request for KYC to the Governance Working Group for further discussion.

Membership and Community Hubs

Nick Cook discussed the current status of community hubs and plans for future expansion. A working group is developing criteria for hub applications and evaluation. A motion was made and passed to approve $98,400 in funding for existing community hubs for April to June, provided each hub hosts at least two events related to the budget ratification process. Lawrence Clark confirmed that the funds for Hubs were included in the Intersect Budget ask.

Motion taken by unanimous decision that $98,400 be allocated to maintain our existing hubs. To receive the funds, the Hubs should confirm that they will host a minimum of two events related to the Product and Budget process prior to the Budget Ratification workshop.

Finance Update

Lawrence Clark updated the board on several key points: The resignation of our accountant along with a recommendation to hire Sovo for accounting services, the Intersect budget request of $10 million for Intersect and CDH, and our plan to draw down $4 million from the CDH administration agreement.

By drawing down funds now, we extend the current financial runway for Intersect through September.

The board was also updated that the CDH sold 2 million ADA to cover fiat costs,

The Board requested more transparency in financial reporting and inquired about the implementation of multi-sig for wallet control. Lawrence Clark to provide update at next meeting.

Any other business

The next board meeting is planned for 27 March 2025.

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.

Steven Lupien asked board members to email Lawrence with times that the board meeting could be moved to.

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

Email from Thiago Nunes to the baord

As noted above

Email from the TSC to the board.

The board reviewed the email and asked Lawrence Clark to provide an appropriate response.

The Chair closed the meeting at 14:00 UTC on 6 March 2025.

Noted actions and decisions

Motion taken by unanimous decision $98,400 be allocated to maintain our existing hubs. To receive the funds, the Hubs should confirm that they will host a minimum of two events related to the Product and Budget process prior to the Budget Ratification workshop.