29 Feb 2024 - Intersect board meeting

Minutes: 1000GMT 29 February 2024

Attendees

#	Board Seat	Designator	Alternative	Observer
1	IOG	Tim Harrison	Not yet selected
2	EMURGO	Nikhil Joshi	Amar Singh
3	To be allocated (University of Wyoming in discussions)	Not yet selected	Not yet selected	Steve Lupien*
4	Intersect	Nigel Hemsley	None required	Jack Briggs
5	To be allocated	Seat may not be taken	N/A
	Membership			Juana Attieh Lloyd Duhon
	Secretary	Lawrence Clark
	Treasurer	Dan Singleman

There were no absentees.

As noted in the Intersect Bylaws, for a board meeting to be a quorum, at least the greater of one-third (1/3) of the then-serving Directors or two (2) Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a majority of the Directors are present at said meeting, a Director present may adjourn the meeting from time to time without further notice.

Was a quorum established? Yes.

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Proceedings

The meeting was called to order by the Chair Nikhil Joshi on the 29 February 2024 at 10:00gmt.

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.

Progress Report vs Business Plan

The Board was presented with an update on Intersect's delivery to the Business Plan.

Finance Review

The Board was presented with an update on the Bootstrap costs received from IOG that covered costs during September - December 2023. A percentage of these costs had been budgeted for, but a portion were not. Board approval was sought to pay unbudgeted items from the Intersect contingency budget.

Motion taken by unanimous decision to pay from the contingency budget.

Board schedule and Management

The Board was presented with an update on the setup of the Advisory Group. The Advisory Group will supply observers to Board meetings and define a process to vote members onto the Board of Intersect. The Board was asked for guidance on how best to proceed:

1. Nigel Hemsley should step down to allow for two members to be voted onto the Board.

2. Nigel Hemsley remains on the Board until October AMM. One member is to be voted onto the Board prior to October and then another during the October AMM.

Motion taken by two votes in favor and one abstention due to conflict of interest. Nigel Hemsley is to remain on the Board until October AMM. One member should be voted on to the Board prior to AMM. The second should be voted in during AMM.

Marketing and Communications - update

The Board was presented with an update on the work that the Marketing and Communications team has done and plans to do during 2024.

Director & Officers Insurance - update

The Board was presented with an update on obtaining Director & Officer insurance for the Intersect Board. It was noted that an insurance provider had been found and financial payment terms agreed. The policy documentation should be with the board within two weeks.

Directors training - update

The Board was presented with an update on training for the current and future Intersect Directors.

Company Mission Statement

The Board was presented with an update on the Intersect Mission Statement, which was coined in April 2023. It was agreed that this should be put to the members during the October Annual General Meeting.

The Chair brought the meeting to a close at 1100gmt on 29 February 2024.