5 June 2024 Intersect board meeting
Intersect Board Meeting 5 June 2024 | External version(2024-06-05 10:00 UTC)
Attendees:
# | Board Seat | Designator | Alternative | Observer |
1 | IOG | Tim Harrison | Romain Pellerin | |
2 | EMURGO | Nikhil Joshi | Amar Singh | |
3 | Education | Steve Lupien (absent) | N/A | |
4 | Intersect | Nigel Hemsley | None required | |
5 | Membership | Alex Pestchanker | N/A | |
Membership | ||||
Secretary | Lawrence Clark | |||
Treasurer | Kylie Schmeeckle (absent) |
Proceedings:
The Secretary called the meeting to order on behalf of Chair Tim Harrison. 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 |
1 | Confirmation that the conflict of interest policy has been read and agreed |
2 | Third & Final Approval of Board Foundation document, including Risk Appetite statements |
3 | Board Actions update:
|
4 | Company Performance Review |
5 | Financial review |
6 | Membership compensation |
7 | Organizational Structure |
Alex Pestchanker explained that he would only be able to attend the first 30 mins of the board meeting due to other commitments.
Board Foundation Document
Each Board Director confirmed they approved the Board Foundation Document which contains the history of Intersect, its mission, 2024 OKRs and Risk appetite statements. This document is the foundation document setting out all the boundaries that the company needs to be managed within.
Each Board Director confirmed they could access the Board Foundation document and all the Board meeting folders, including their content.
Actions from previous meetings
Nigel provided a review of how actions will be tracked for the Board in the Intersect ClickUp tool.
Board Actions, Decisions & Board Scheduled Agenda Items
All attendees confirmed that they could access the Directors ClickUp board.
Action: Lawrence Clark to follow up with Steven Lupien to ensure he has access.
Nigel Hemsley then proceeded to walk the Board through the actions noted on the Directors ClickUp board:
Implement the Net Presenter Score for presentation at the AMM: Tim Harrison asked for the due date of this task to be brought forward from September 2024 to July 2024. Jack Briggs and Tim Harrison agreed to discuss the approach for this task.
The Intersect Finance report is due on 12 June 2024. As our Treasurer noted, the first iteration will cover the US GAAP Financial Statements.
Nigel Hemsley suggested that separate sessions would be set up with each board member to walk them through the report and answer any questions. Nikhil Joshi requested that the board members be kept together and asked that a session be set up with all board members to review.
Action: Lawrence Clark will set up a Financial review between the Board and the Finance team. Due by the end of June 2024
Intersect challenges with becoming 501(c)6. Steven Lupien has asked for the Holland and Heart email to be sent to the Board.
Action: Lawrence Clark to send an email from Holland and Hart to all board members.
The Board is now included in the weekly Company Performance report. All attendees confirmed receipt of this report.
The Board is now included in the weekly Business intelligence report. All attendees confirmed receipt of this report.
Discussion on response to Cardano Foundation (CF)/Fred's email:
Nigel proposed a new strategy with reasoning which is included in the Click-up/Action ticket. Tim Harrison agreed to review the strategy and help bring it to a conclusion to how the Board wished to proceed.
The Board to review the Intersect organization structure: It was agreed that a dedicated meeting would be set up with the Board to discuss this.
Action: Lawrence Clark will set up a one-hour session with the Board to discuss the Intersect Organizational Structure.
Funded positions for TSC members. As agreed with the Board, Intersect plans to sell seats to the TSC Committee. Establishing how Intersect does this is underway with Matt Davis, Christian Taylor, and Nick Cook. Their work will feed into the Certified Developer program that the OSC is leading on.
Alex Pestchanker explained that after reviewing the ClickUp board, Alex asked where he could find the ticket regarding the Intersect Organisation Structure and Stipend requests.
Nigel Hemsley showed Alex the ticket and asked him to confirm that he could view it and its details. Alex confirmed that he could see the ticket and asked that a separate ticket be created for the membership stipend.
Action: Lawrence Clark to add the membership stipend as a separate ticket in ClickUp.
Alex Pestchanker asked why the two voted membership observers were not invited to this board meeting. Lawrence Clark confirmed that this was an admin error and would be rectified for all following board meetings.
Nigel Hemsley Noted that as part of the AMM and to show board value to the membership, Nigel asked the Board if they would like to take specific actions relating to their skill set for the betterment of Intersect. This would then be presented at the AMM, showing the value that the Board has added to the membership.
Steven Lupien has agreed to Chair the Budget Committee. The kickoff session will take place on 17 June 2024.
Tim Harrison agreed on own Marketing as his area of expertise, including Mission statement & OKRs
Alex Pestchanker will own the management of the Community Advisory Body (CAB) and the integration of their work.
Nikhil to own the area of Commercialization.
All agreed that they would be happy to host a presentation or discussion group at the AMM on their area of chosen expertise.
At 1147 BST, Alex Pestchanker left the meeting.
Lawrence Clark asked the Board if they would like to continue or stop, and another session was set up to discuss the remaining agenda items. It was agreed that the Board would continue with specific meetings to discuss organization structure and stipend.
Intersect Fillings Update
Lawrence Clark explained that Intersect is required to submit a filing to Wyoming State on a yearly basis. In this filing, we are required to list the names and addresses of all board members.
To keep each director's personal address private, Intersect has engaged a Wyoming company to provide a postal address that can be used instead. Each director now lives at the same postal address. Any post sent to this address will be emailed to Board@intersectmbo.org.
Tim Harrison noted that having IOG's office address listed optically to the membership could be better. Is it possible to change this at some point this year?
Lawrence Clark explained that our intention was to change this prior to December 2024.
Action: Lawrence Clark to investigate options to replace the IOG address by October 2024 AMM.
Company Performance Board Report
Nigel Hemsley explained that Simo Simovic work across the company to create a Weekly Performance report against our OKRs. Nigel summarises this performance report for each board meeting to highlight the salient information. Nigel then briefed the Board on the latest from the company:
Financial Review: Intersect Budget
Nigel Hemsley presented the first view of Intersect finances.
Tim Harrison asked what was causing the increase in burn rate increase between Jan-May and June-Dec.
Nigel Hemsley explained that this was due to hiring. In January, we started with 19 heads, and we have now grown to around 50 heads. As we grow, our burn rate will increase.
Nikhil Joshi asked for more details relating to the finance report. The slide shows lots of different financial data and he is happy to work with the team to help improve Intersect's financial reporting.
Action: Lawrence to set up a meeting with Kylie Schmeeckle and Nikhil Joshi
Due to the meeting overrunning and the Board needing more time to review the new organizational structure of the membership stipend, the Board asked for Lawrence Clark to set up another meeting.
Lawrence Clark sought the Chair's approval to close the meeting at 1131 UTC on 5 June 2024.
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