7 June 2024 Intersect board meeting

Intersect Board Meeting 7 June 2024 | External version(2024-06-07 11:00 UTC)

Attendees:

#	Board Seat	Designator	Alternative	Observer
1	IOG	Tim Harrison
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			Juana Attieh Lloyd Duhon
	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
7	Organizational Structure

The Board met to discuss the proposed organizational structure.

Tim Harrison procedure to walk the meeting through the proposals to set up the Intersect Steering Committee, as discussed during the Board Workshop.

The principles of the Steering Committee agreed:

• Chairs of Intersect Committees should be members of Intersect.

• One Chair per committee.

• Not all positions need to be filled prior to setting up the first meeting.

• Intersect Staff should perform the role of Secretary for the committees.

• The Steering Committee may expand as regional hubs are opened up.

• There should be five voted-on member seats. Only three may be filled prior to AMM.

Tim Harrison asked if a list of all chairs existed for the committees.

Nigel Hemsley: Yes, we have a list, but it is worth noting that the Civics Committee Chair and Secretary are currently IOG employees. For seats held by IOG or EMURGO employees, we may need to put a process in place to vote in an alternative member. The MCC was in the process of voting for a new Chair, but the role was being covered by an Intersect employee.

Action: Lawrence Clark is to send the Board list of all Chairs/Secretaries that have been collated by Karen Wickham

Tim Harrison: asked if we also had an updated organizational structure for Intersect

Nigel Hemslely confirmed that an organizational structure existed.

Action: Lawrence Clark to send the Board the updated Intersect organizational chart

Lloyd Duhon: Confirmed that the MCC had voted in a new chair and pointed out that the Backlog Working Group has renamed and restructured itself to be the Core Infrastructure Roadmap Sub-Committee. This has minimized the focus and the purpose of what was meant to be the outcome of the group, as outlined in the Civics Workshop in London.

Lloyd continued to ask for clarification as to why there was a Treasurer along with a chair of the budget committee; potentially, these could be duplicated roles.

Would it not be better to have the Chairs as voted members, thus removing the need to Intersect staff?

Nigel Hemsley: The backlog group was started as a working group with a view to evolving into a committee over time. The group has struggled to deliver scope, so they are now focusing on the critical aspects of the Core Infrastructure elements. The delivery of this work is needed for 2025. Once we have a process and precedent outlined, we can thenexpand the scope, but only to the speed at which the team can mature. The group has created a process, and they will mature this over the coming weeks and months. The goal is to have at least nine items approved by the end of June.

Tim Harrison acknowledged Lloyd's observations of the backlog group (now Core Infrastructure) and thanked Nigel for outlining the process. Tim pointed out that we need to do two things: secure the safety and security of the Cardano blockchain and start opening up the process to support the ecosystem. Tim also pointed out to Lloyd Duhon that the Treasurer's role is not the same as that of the Chair of the Budget Committee. The Treasurer is a corporate and governance role focused on the Intersect budget and not the Cardano budget. Tim concluded by pointing out that this structure is a temporary structure that will evolve over time. The perfect is the enemy of the good enough.

Nigel Hemsley agreed with these views and added that the idea behind the committees was to have the intersect staff serve the steering committees. This means that multiple Intersect staff members support the committees.

Alex Pestchanker acknowledged these points and added that the goal of this structure was to bring the memberships and Intersect teams together to discuss Intersect's progress.

Nigel Hemsley explained that getting a global representation on these committees is key to our success. This is one of the reasons that Intersect is going to Tokyo to host an Intersect workshop with the community to understand what they would like from Intersect. Nigel believes that there is a large community of silent individuals/enterprises that want to participate but struggle due to the language barrier - an issue that is particularly severe in Japan.

Lloyd Duhon agreed and explained that Intersect may have a great opportunity to hire skilled linguists/translators. This is because the Cardano Foundation is canceling its translation service. If Intersect could gain access to this community, thenthey could use them to get Intersect documents translated at a pace.

Nigel Hemsley thought this was a great opportunity and asked Lloyd Duhon to supply the names of the individuals available.

Action: Lloyd Duhon will supply the contact details of those involved in the Cardano Foundation translation program.

Tim Harrison asked how many regional hubs Intersect now had.

Nigel Hemsley confirmed that five hubs are under contract, five are due to close soon, and another five are in the pipeline.

Tim Harrison mentioned that having at least two of these hubs involved in the Steering Committee would be advantageous.

All attendees agreed to this point.

Nikhil Joshi agreed and noted that we are looking for proportional representation on the Steering Committee. With this in mind, Amar Singh and Nikhil Joshi are both in Vietnam (at the time of the meeting) and have found that the Cardano people they have met are unsure who the Intersect members are. With the Steering Committee now covering the governance of those that we know, Nikhil Joshi feels that we need to consider who we are missing. For example, translations into Japanese are important for the Japanese community, but the same English language barriers exist in Vietnam and other countries. I know this is difficult, but it's something Intersect needs to consider.

Nigel Hemsley confirmed that the Intersect Business Intelligence report has seen a growth in Vietnamese applicants since Nikhil Joshi visited. Nigel presented the Business Intelligence report and provided an overview of the key translation languages that could add value to Intersect.

Tim Harrison proposed that the group should approve the structure, even if the first iteration left seats untaken. For example, start with a smaller number of attendees and then grow.

Lloyd Duhon explained that any representation from the membership is better than no representation from the membership. If three of the five open members' seats were filled, then that would be acceptable for now. We can agree on the RACI for these individuals so that they are aware of the requirements and value to the committee.

Nigel Hemsley proposed a plan to take the Steering Committee work forward: the Board acknowledges this design, meaning that not all seats will be filled from day one. When Intersect proposed the design, it was always with the goal that the Intersect staff serve the committee, with the membership chairing and driving the committees. Nigel also pointed out that not all Intersect leadership reports to a committee; for example, Jack Briggs, Director of Marketing and Communications, has not reported to a committee yet. This is because the appropriate working group has not yet been set up. We should accept that version 1.0 of the Intersect Steering Committee.

Tim Harrison noted that given some of the resource challenges we see at the moment (illness, unformed committees, etc.), the Board should review and, where appropriate, prove accelerated help.

Lawrence Clark thanked everyone for this input and asked the meeting if there was acceptance to:

• Acknowledgment of version 1 of the Intersect Steering Committee

• There would be unfilled seats from day one

• Only three of the five open member seats would be filled prior to AMM

• There would be only one Chair per committee

• Intersect staff would fill the role of Secretary

Motion taken by unanimous decision to implement the Intersect Steering Committee Version 1.0. Noting that not all positions will be filled, only three of the members' open seats will be filled, there will be one Chair per committee, and interested staff will perform the role of Secretary.

When we issue this design, we should ask the Intersect Steering Committee to:

1. Set its terms of reference (what is its responsibility and cadence)

2. Recognize the issues with the design of the committee.

   1. The potential for bad actors to join a committee, as a chair, and attend the Steering committee. (a bad actor could be many things, including a person who accepts to deliver something but does not, including not attending meetings). To help mitigate this, we would need to put contracts in place.

   2. The level and the scope the Steering Committee can cope with will be a challenge. Terms of Reference (ToR) will have to be designed.

   3. There are very few formal constraints applied to the committees, and we are evolving from one week to the next. The Steering committee should help us apply the rules.

   4. We allowed the creation of working groups to be spun up with no restrictions. Steering Committee should consider how to establish a more effective framework.

Juana Attieh acknowledged this, as each Chair should be accountable to their committees. With this in mind, who would hold the open members accountable for being on the Intersect Steering Committee? Should we outline a clearRACI/path/process for these individuals to follow?

Lloyd Duhon noted that these roles should be voted on by the membership (for example, annually at the AMM), so they would be accountable to the membership. Lloyd compared this group to the House of Representatives roles: elected by the people, representing the people.

Nigel Hemsley acknowledged Juana's point and requested that these problems be resolved by the Intersect Steering Committee. Placed individuals under contract would help outline the expectations from them and help the membership hold them accountable to their contracts.

Alex Pestchanker acknowledged that contracts would help resolve this. The Steering Committee should also make all its meeting minutes and decisions public.

Lawrence Clark thanked everyone for their discussion and acknowledged that the Board was in agreement to progress with the Intersect Steering Committee version 1. Lawrence requested the Board to suggest timelines for implementation and the next steps.

Nigel Hemsley proposed the following steps:

Action: Alex Pestchanker to take the diagram to the Advisory working group and update them on the discussion today, along with informing them of our plan to implement this by the end of June.

Action: Lawrence Clark and Nigel Hemsley will collaborate to determine how to fill any resource gaps needed to manage the Steering Committee.

All participants acknowledged these actions.

Motions:

Motion taken by unanimous decision to implement the Intersect Steering Committee Version 1.0. Noting that not all positions will be filled, only three of the member's open seats will be filled, there will be one Chair per committee, and interested staff will perform the role of Secretary.

Actions

Action: Lawrence Clark to follow up with Steven Lupien to ensure he has access.

Action: Lawrence Clark will set up a Financial review between the Board and the Finance team. Due by the end of June 2024

Action: Lawrence Clark to send an email from Holland and Hart to all board members.

Action: Lawrence Clark will set up a one-hour session with the Board to discuss the Intersect Organizational Structure.

Action: Lawrence Clark to add the membership stipend as a separate ticket in ClickUp.

Action: Lawrence Clark to investigate options to replace the IOG address by October 2024 AMM.

Action: Lawrence to set up a meeting with Kylie Schmeeckle and Nikhil Joshi

Action: Lawrence Clark is to send the Board list of all Chairs/Secretaries that have been collated by Karen Wickham.

Action: Lawrence Clark to send the Board the updated Intersect organizational chart

Action: Lloyd Duhon will supply the contact details of those involved in the Cardano Foundation translation program.

Action: Alex Pestchanker to take the diagram to the Advisory working group and update them on the discussion today, along with informing them of our plan to implement this by the end of June.

Action: Lawrence Clark and Nigel Hemsley would collaborate to determine how to fill any resource gaps needed to manage the steering committee.