27 November 2024 - Intersect Board Meeting

Intersect Board Meeting 27 November 2024 (2024-11-27 10:00 UTC)

Attendees:

#

Board Seat

Designator

Alternative

Observer

1

IOG

Gerard Moroney

Romain Pellerin

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

N/A

Adam Rusch

Mercy Tachie-Menson

Intersect

Jack Briggs, Nick Cook

Secretary

Lawrence Clark

Treasurer

Dan Singelman

Legal

Hallee Moore

Proceedings:

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

Absentees:

Dan Singelman, Hallee Moore, Romain Pellerin, Mercy Tachie-Menson

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

1h

Multiply

In-deck

4

Business Updates

30m

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 that the Executive team had responded to Gerard Moroney’s email dated 26 August 2024. The board discussed the key points from the email, and the board acknowledged receipt.

Lawrence Clark updated the board that Intersect had received confirmation from the lawyers and Director of the Cardano Development Foundation that the name had been changed to Cardano Development Holdings (CDH. Intersect has started communicating this to the community, and as part of the Budget Committee, Lawrence Clark has taken action to document the CDH for community awareness.

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

Decisions sought:

Resource alignment for 2025

Lawrence Clark presented the board with an overview of Intersect resources in 2024. Noting the cost of resources for the year and the lessons Intersect has learned as it has evolved.

The executive team then presented the board with several resource cost-saving measures and sought the board's ratification for their actions.

  1. As a result of the delay to Chang2 Hard Fork, the Budget Committee cannot raise a treasury action for the draft 2025 Cardano Budget. As income will be limited in the first half of 2025, the Executive team has proposed to decrease resource costs by $1m.

  2. As we enter 2025, Intersect would like to replace consultants with people from the membership.

In quarter one of 2025, Intersect plans to publish eight roles on its website. They hope to find an appropriately qualified person from the membership.

Action taken:

  • The four resources contracted by FD Technology concluded in October. All resources have been removed from the account, and four positions were opened for the membership to apply. Of the four roles, Intersect progressed by hiring three members to Intersect.

  • PCUBED: Sixteen resources are currently being consulted for Intersect. By the end of 2024, Intersect will have decreased its headcount by four people.

  • Currently, Intersect has nine contractors. We aim to decrease the headcount by one before 2025.

  • ChainApp: Nine resources are being consulted to Intersect for the Members area and WebDev. Development of our website and members area will be slowed down. We plan to decrease headcount by three before 2025.

As a result of the actions taken, Intersect will save $1 million in resource costs. As Intersect enters 2025, its resources will be aligned in the following way with its committees.

Motion taken by unanimous decision to progress with the resource cost savings of $1m for 2025.

Intersect 2025 Finances

Lawrence Clark presented the proposed 2025 Intersect budget to the board and requested their approval to move forward with the budget and signing of contracts for 2025. The discussion highlighted that the budget relies on a withdrawal from the Cardano Budget treasury, so expenses in the first and second quarters of 2025 must be minimized. This approach aims to extend Intersect’s funding until it can generate income from Cardano Development Holdings.

Op Costs

2025 Budget

Description

Resource

$5,500,000

37 heads for 12 months

Other costs

$2,000,000

Software, Events, Stipend, etc

Total budget

$7,500,000

Note: some costs noted above are dependent on the Cardano Budget.

Motion taken by unanimous decision to progress 2025 with an Intersect budget of $7.5m.

Cardano Development Holdings 2025 Finances

Lawrence Clark presented the board with a proposal of how Intersect could administer the Cardano Development Holdings funds in quarter 1/2 of 2025. As a result of the delay to the Chang2 hard fork, we are unable to raise the Cardano Budget treasury action.

As we enter 2025, Cardano Development Holdings will have funds available that can be used to deliver value from the Intersect Committee. When reviewing the committee budgets, the intersect team has proposed to prioritize work relating to the following:

  1. Costs associated with the development and maintenance of Cardano.

  2. Expenses related to supporting the Constitution.

  3. Payments related to administrative services.

Lawrence Clark informed the board that the Intersect Procurement team is collaborating closely with the Budget Committee and all Intersect Committees to gain a clear understanding of their budgetary needs for 2025. These items are being prioritized using the MoSCoW method. With this information, we will be able to determine how much of the 2025 budget the CDH can fund. Once funds and items are understood, the procurement team will progress with the appropriate contract with the appropriate supplier.

Our goal is to progress based on the approval; all work will be undertaken as approved by the Committees and DReps.

Motion taken by unanimous decision to progress with the procurement work and goal for 2025. However, the board would like to see a more granular view of forecast spend in the half of 2025.

Intersect 2025 staff bonus

As outlined in December 2023, Intersect offered its staff a discretionary bonus to incentivize them. This bonus was divided into two parts: the first payment was scheduled for June 2024, and the second for December 2024.

Lawrence Clark explained that, due to a delay in the hard fork, Intersect was focused on extending its financial runway for as long as possible into 2025. The executive team emphasized the importance of motivating their staff in 2024. Before making a decision, the board inquired about the potential impact on the team. The executives confirmed that the worst outcome would be no bonus at all. However, they also acknowledged that the bonus was discretionary, and this message had been communicated to the team. The executive team presented two options for the staff bonus:

1. A fiat-based bonus

2. An ada-based bonus

The board discussed all options in detail before proceeding to a vote.

Motion taken by unanimous decision to progress with an ada payment to all staff. This would be paid from Intersect ada.

Intersect 2025 staff incentives

Intersect staff were offered a recognition incentive in addition to a bonus. This incentive was available from January 2024 until July 2024. However, it was discontinued when Intersect shifted its focus to extending its financial runway for as long as possible into 2025. Many staff members were unable to claim their recognition rewards due to the complexity of the tax implications.

The executive team has been exploring options to address this issue and sought approval from the board to compensate staff with an equivalent value in ADA (a digital currency).

The board discussed all available options thoroughly before proceeding to a vote.

Motion taken by unanimous decision to progress with ada payments to staff instead of fiat-based payment.

Business Update

Constitutional Convention update

Lawrence Clark provided an update to the board regarding the activities that Intersect is undertaking to support the Constitutional Convention in Buenos Aires and Kenya. The Intersect team has facilitated workshops, voting tools, as well as arrangements for flights and hotels for the events. Their total expenditure to date is $486,445 and ₳974,384.

Jack Briggs, provided an update to the board regarding the progression of the draft constitution. The draft constitution was published on November 20th, building on the July draft with additional contributions referenced in last Friday’s blog. Finalizing the text ahead of the Constitutional Convention remains a top priority and is being actively pursued. Since the latest draft’s release, daily communications have been sent to delegates and the broader community. Due to visa complications, Cardano’s first Constitutional Convention will now take place across two locations. Intersect staff have adapted to support both events, with Lawrence heading to Buenos Aires and Jack to Nairobi, joined by Gemma and Lorenzo for additional support in Nairobi. Despite time constraints, efforts are ongoing to refine the schedule and enhance the event experience.

Finance Update

Lawrence Clark updated the board on Intersect’s financial position. Intersect remains focused on extending its runway into 2025. Based on the October financial close, Intersect remained on track to spend circa $8.4m in 2024. With an existing headcount, Intersect had a runway of 3.2 months. It was noted that with the savings approved by the board earlier in the meeting, it is estimated that the Intersect runway will be extended to 5 months. Following the approvals from this meeting, the finance team will review this and provide an offline update to the board.

Lawrence Clark provided an update to the board regarding the financial position of Cardano Development Holdings (CDH). Due to the delay in raising the governance action for the Cardano Budget, Intersect is currently evaluating how this will affect the assets held by CDH. These assets are allocated to development, maintenance, and various activities as determined by the committees.

Intersect plans to utilize the remaining funds from 2024 to kickstart operations in 2025. However, it is important to note that these funds will not cover the entire year. Given the current burn rate of $2.4 million per month, CDH would be able to sustain operations for approximately three months.

The finance team is working closely with the committees to gain insights into their 2025 budget and associated contracts. With this information, Intersect will be able to outline plans for the first half of 2025 and inform the board about how long CDH can support the 2025 Cardano Budget. As soon as this information becomes available, it will be shared with the board for review.

Any other business

The next board meeting is planned for 19 December 2024.

Action: Lawrence Clark will propose a board meeting schedule for 2025.

Transition of IOG alternative

Gerard Moroney requested the board to approve Jeffery Siler as the IOG alternative.

Motion taken by unanimous decision for Lawrence Clark to proceed with the offboarding of Romain Pellerin from the board of Intersect and to progress with onboarding Jeffery Siller as the alternative to Gerard Moroney.

The Chair closed the meeting at 12:00 UTC on 27 November 2024.

Noted actions and decisions

Motion taken by unanimous decision to progress with the resource cost savings of $1m for 2025.

Motion taken by unanimous decision to progress 2025 with an Intersect budget of $7.5m.

Motion taken by unanimous decision to progress with the procurement work and goal for 2025. However, the board would like to see a more granular view of forecast spend in the half of 2025.

Motion taken by unanimous decision to progress with an ada payment to all staff. This would be paid from Intersect ada.

Motion taken by unanimous decision to progress with ada payments to staff instead of fiat-based payment.

Motion taken by unanimous decision for Lawrence Clark to proceed with the offboarding of Romain Pellerin from the board of Intersect and to progress with onboarding Jeffery Siller as the alternative to Gerard Moroney.

Action: Lawrence Clark will propose a board meeting schedule for 2025.

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