Intersect Membership Governance
Approved by the board of Intersect on 8th December 2023.
Requested changes to this document should be sent to Board@intersectmbo.org.
Table of Contents
Definitions
1) Introduction
2) The purpose of Intersect
3) Membership
4) Intersect structure and functions
A) Governing Board
B) Officers
C) Staff
D) Committees
G) External Relationships
5) Policies, Guidelines, and Procedures
A) Wyoming State Not-for-Profit
B) Intersect guidelines and procedures
C) Good Standing for Membership
D) Intersect Membership Governance amendments
E) Budget process and Intersect treasury management
F) Meeting procedures
G) Board Voting Procedures
H) Reporting Requirements
Definitions
Capitalized words and terms take the meaning defined in this Membership Governance. Definitions can be found in this section or in the respective section explaining the term.
ADA is the native token of the Cardano blockchain.
Board is shorthand for and has the same meaning as “Director Governing Board” as defined in this document.
Board Decision is shorthand to mean both types of Board decisions - a Board Decision or a Special Board Decision, as described in the Board Voting Procedures section.
Business Plan is the plan the Executive team implements on behalf of the Board to operate Intersect and fulfill its objectives. The Business Plan is a plan for the year ahead and is updated annually.
Cardano is a proof-of-stake blockchain platform: the first to be founded on peer-reviewed research and developed through evidence-based methods.
Cardano Community (or “Community”) represents the combination of End Users, contributors, supporters, and any other individual or organization that interacts or benefits directly or indirectly from Cardano.
Cardano Constitution refers to the Cardano Constitution as described in CIP-1694 (found at: https://github.com/cardano-foundation/CIPs/pull/380)
Cardano Continuity describes the technical services needed to build the core areas of Cardano. Continuity is coordinated at Intersect through its members - championing distributed development across the membership base.
Cardano Development Foundation (DevTrust) is a fund which has a m†andate to only use its funds for the benefit of the Cardano Blockchain and fund the development via Cardano Continuity.
Constitutional Committee refers to the Constitutional Committee as described in CIP-1694 (found at: https://github.com/cardano-foundation/CIPs/pull/380). It represents a set of individuals or entities that are collectively responsible for ensuring that the Cardano Constitution is respected.
Contributors are the Members and individuals, and organizations that provide their expertise, time, and effort to code or create content for a project, most commonly an open-source technology.
End Users are individuals, businesses, for-profits, nonprofits, and government organizations that use and interact with the Cardano network directly through a Cardano wallet or the many DApps built on Cardano.
Director is a member of the Board and whose responsibilities are defined in the Governing Board section
Intersect Treasury: funds for Intersect’s operations, which are not co-mingled with the DevTrust
Members are individuals and legal entities comprising companies, firms, governments, and businesses that sign an Intersect membership agreement, pay any required membership dues, and maintain good standing, as defined in this document.
Nominated Person an Executive Officer who completes the Executive Director responsibilities if no Executive Director has been appointed by the Board
Projects administered by Intersect include open-source code repositories, open standards/ specifications, open data, and other open projects that constitute or complement the Cardano network.
A quorum refers to the minimum required number of individuals with a vested interest in Intersect needed to make the proceedings of a meeting valid under the corporate Membership Governence.
Representative, is an individual selected by a Member to represent their organization. The Member may only select a natural person who is an employee, officer, director, vendor, temporary staff, advisor, consultant, or contractor for the duration of their employment, contract, or other affiliation with the Member.
Seed Funder is a Member who pays a subscription fee of USD 500,000 per year for three years.
1) Introduction
This document is the Intersect Membership Governance (also referred to as Membership Governance). It details the major components of the company, such as its structure, governance procedures, and planned operations. The Membership Governance determines the key officers that operate the company and how the Membership Governance is implemented via the company’s Business Plan.
Intersect is a Wyoming mutual benefit nonprofit corporation, pursuant to the Wyoming Nonprofit Corporation Act (the “WNCA”).
1.1. Use of the Intersect Membership Governance
Any Intersect Board director, executive officer, or otherwise should use this document to reference how to perform their role and resolve decisions on behalf of Intersect.
During the course of business, if the operational team discovers a need arising that warrants a change to the Intersect Membership Governance, the team will reference this document and propose any change to the Board to be ratified.
2) The purpose of Intersect
Intersect's purpose is to serve both as a professional network for Members and an open-source foundation to support the ongoing maintenance, development, and enhancement of Cardano. Intersect's purpose is to act as the administrator for the DevTrust and to support the growth of decentralized and inclusive systems on Cardano through technology education and the administration of Cardano’s governance processes, enabling technical changes and advocacy for Cardano.
Intersect will serve the following roles:
Stewardship of Intersect-administered Projects.
Ensuring that Cardano’s underlying technologies remain available and free of overly biased influence.
Enabling the community to secure the Cardano open-source software, including maintenance, development, testing, fundraising, infrastructure, and support initiatives.
Administering contracts on behalf of the Community and provides quality oversight of projects’ (with work being funded by the DevTrust)
Coordinating delivery of community-approved Cardano roadmaps.
Fostering growth and evolution (which can include commercial).
Evaluating which additional adjacent and complementary technologies and projects should be added to the Cardano landscape and encouraging the community to deliver and integrate them only if they advance Cardano’s vision.
Enhancing Cardano’s growth through facilitating research, promoting debate, collaborating to enrich Cardano’s codebase, and cultivating an environment where Intersect’s Members and Cardano’s End Users play a core role in determining the relevancy and impact of Cardano.
Serving the Cardano Community by making the Cardano blockchain committed to open-source procedures by ensuring sponsored codebases remain accessible.
Administering Cardano governance processes where necessary to ensure technical progress and stability for Cardano.
This will include studying, recommending, and supporting parameter changes and hard forks.
This could include providing guidance for the process to submit or vote on governance actions, providing essential tools for the Constitutional Committee to operate, and hosting a copy of the Cardano Constitution.
Promoting and advocating for Cardano’s core technology capabilities and supporting Intersect's Members through industry thought-leadership, events, and education.
Adhering to the Cardano Constitution. In terms of dispute resolution between Intersect and the Cardano Constitution, the latter supersedes. In cases not directly covered within the Cardano Constitution, Intersect shall follow the dispute resolution process outlined within the Intersect Membership Governance.
3) Membership
Intersect will be composed of Members (each a “Member” and, collectively, the “Members”) in good standing. All participants in Intersect enjoy the privileges and undertake the obligations described in this Membership Governance and their membership agreement, both as may be amended by the Board from time to time. During the term of their membership, all Members will comply with all such policies, guidelines, and procedures as Intersect may adopt with notice to Members.
Intersect has the following membership types – individuals, organizations, pioneers and seed funders.
Each membership type has a subscription fee associated which grants certain rights in Intersect.
This Membership Governance defines the highest level of rights per membership type, including specific rights to governing elements of Intersect.
All lower levels of membership rights are planned and published in line with the Business Plan.
Specific governance rights associated with each membership category:
Individual Membership - right to be nominated for a board seat, should one be available, and appointed to a committee or working group on a space-available basis.
Enterprise Membership - right for one designee to be nominated for a board seat, should one be available, and enterprise employees may join a committee or working group on a space-available basis.
Pioneer Membership - Approved by the board, on a space available basis, would have the right to a seat on the Governing Board for a $500,000/year subscription.
Seed Funder Membership - right to a seat on the Governing Board from inception up to a maximum of 3 years up to and including 31 December 2026 for a $500,000/year subscription fee and contribution to the Intersect seed fund.
Members will be able to nominate, elect, and serve as Directors for the Board.
The Board is authorized to waive part or all of a Member’s dues through a simple majority Board Decision.
Members will be eligible to participate in committees, subcommittees and working groups, subject to requirements and limitations.
Members will be entitled to identify themselves as Members of Intersect and have their logo or name displayed on materials denoting the Members.
Membership will be annual, based on the date of signing the Membership Agreement.
Membership dues may be paid in ADA or USD and are due in full, up-front, unless otherwise waived by the Board.
To be considered for membership, an applicant must pass Intersect's due diligence process, including but not limited to OFAC sanctions screening.
Only the legal entity or individual that has executed a membership agreement will be entitled to enjoy the rights and privileges of such membership.
If a Member is itself an entity that has members or sponsors, then the rights and privileges granted to such Member will extend only to the Representatives of such Member and not to any other representative, including its own members or sponsors, unless approved by the Board in a specific case.
Membership is non-transferable, non-saleable, and non-assignable, except a Member who is a legal entity may transfer its current membership benefits and obligations to a successor of substantially all of its business or assets, whether by merger, sale, or otherwise, provided that the transferee agrees to be bound by this Intersect Membership Governance and all policies, guidelines, and procedures required by the membership.
4) Intersect structure and functions
A) Governing Board
Responsibilities:
The Governing Board (Board) is composed of Directors and is responsible for overseeing and directing Intersect in the best interest of its Members and as authorized by the Cardano Community. Directors have the right to vote on Board Decisions. The Board has the responsibility to, at a minimum:
Mission and Strategy: Defining and periodically reviewing the organization's mission, vision, and strategic goals. The Board helps ensure that the organization remains focused on its intended purpose.
Governance: Establishing and upholding the organization's governance structure, including its bylaws, Membership Governance, policies, guidelines, and procedures. This includes ensuring compliance with applicable laws and regulations.
Leadership and Oversight: The Board appoints and provides oversight of the organization's executive director and executive team. It also sets performance expectations and evaluates performance.
Financial Oversight: Monitors the organization's financial health, budget, and financial reporting. This includes approving budgets and financial policies and ensuring the organization is fiscally responsible.
Fundraising and Resource Development: Assisting with fundraising efforts and helping to secure the necessary resources for the organization to fulfill its mission. This may involve making personal contributions, connecting with potential donors, or overseeing fundraising campaigns.
Risk Management: Identifying and mitigating risks to the organization, whether they are financial, legal, reputational, or related to the delivery of services. Ensuring that the Cardano Blockchain prioritizes the security, financial empowerment, inclusion, and well-being of its users, implementing robust measures to protect user data, digital identities, and assets.
Accountability and Transparency: Promoting transparency and accountability in the organization's operations. This may involve regular reporting to stakeholders, such as donors and the public.
Legal and Ethical Compliance: Ensuring that the organization adheres to all relevant laws and regulations.
Board Development and Rights: Recruiting and developing new Board members and ensuring Board members receive proper training and orientation. This may also involve periodic self-assessment and evaluation of the Board's performance.
Board has the right to review, approve or reject seed-funder or pioneer membership applications.
Advocacy and Public Relations: Advocating for the organization's mission and promoting public awareness of its work. Board members often act as ambassadors for the organization in the community.
Strategic Planning: Participating in the development of the organization's long-term strategic plan and providing input on key decisions related to its future.
Chair of the Board
The Chair is a rotating position among the Directors. Each Director serves a term of 3 months. This period shall align with our planning process.
Chairs’ Board meetings apply appropriate direction to see through the agenda.
Is nominated by the other directors to be the principal representative to sign contracts on behalf of the Board, should the need arise—for example, the unavailability of the nominated Executive.
The Chair rotates with 3 Directors, starting with seat 1, then moving to seat 2, seat 3, seat 4, seat 5, then repeat. The Board is responsible for setting Chair rotation when at 5 Directors.
Governing Board composition and terms:
The Board will comprise five Board seats. At all times, a minimum of three seats will be filled so that decisions can be executed. An Executive team member can be temporarily appointed by the Board to ensure no Board proposals result in a tied decision.
Seats on the Board may comprise Seed Funders, Pioneers, and/or elected Members. Only Seed Funders and Pioneers will be permitted to designate an alternate of equivalent rights and responsibilities who is authorized to carry out the Director’s duties in the Director’s absence.
Elsewhere in this Intersect Membership Governance where a Director is referenced, it is implied that the designate and alternate have the same responsibilities, rights, and power as the Director who authorized them if that Director is absent.
In accordance with the Intersect Expense procedure, Board members shall be entitled to reimbursement for all expenditures incurred in connection with Intersect activities. Such reimbursement requests must be submitted to the Secretary through email, accompanied by the completed Expenses Request form and the inclusion of images depicting all associated receipts. Expenditures not adhering to this prescribed procedure shall be subject to scrutiny and approval through the exceptions process.
The period Inception through to 31 December 2026: The first three years necessitate stability and recognition of the initial capital provided to fund Intersect.
Seed Funders:
Seed Funder Board seats cannot be removed for this fixed 3-year term.
Shall transfer funds on the same date each year for their fixed three-year term.
Shall nominate a designator and alternative to fill one seat for a fixed three-year term.
In no case shall there be five Seed Funder seats.
Non-Seed Funders:
If there are two Seed Funder seats, non-seed funders shall fill the remaining seats with a one-year term, as mentioned above.
Removing a Director:
The first three years (ending 31 December 2026):
Seed Funders can only lose their right to fill a Director seat by falling out of good standing and failing to pay their annual membership dues of USD 500,000. The Representative appointed to be Director or designated alternate from that organization may be removed by a Board Decision approved by all except one. The Member then fills the seat with a different Representative.
To be explicit, the Board cannot raise a proposal to change the Intersect Membership Governance and remove the rights of a seed funder, including the removal of their Board seat within this fixed 3-year period.
January 1, 2027, and onwards:
After the three-year term expires for Directors from Seed Funders, the Board will comprise five Directors, each with a one-year term, elected from and by the Members.
The Board will determine and run an election process in 2026 to elect and appoint 5 Board members. Each Board member will start their term on 1 January 2027, ending one year later on 31 December 2027. The Board will determine the subscription level per Board seat.
The Board will mandate the operational team to run an annual Board election process from 2026 onwards.
B) Officers
Officers perform specific roles within the organization and shall include:
Executive Director: the Executive Director (or nominated person) is responsible for managing day-to-day operations and implementing the strategy and direction from the Board.
The Executive Director reports to the Board.
Responsible for the delivery of the business plan (which includes the annual budget).
Identify staffing requirements and hire in accordance with the approved business plan.
Work closely with the Board and committees to assess and address organizational issues.
Oversee daily operations of the organization, providing executive direction for program strategies and efficiencies, compliance, and quality assurance.
Maintain a strong working culture that attracts and retains people while driving the organization’s mission.
Increase awareness of the organization by being the main spokesperson and liaison with local media.
Develop an actionable plan for membership and community.
Board has the ability to give notice to the Executive Director.
Treasurer: The treasurer, who may concurrently serve as the Chief Financial Officer, shall operate under the oversight of the Board. The treasurer can be an outsourced role for an interim or permanent period as the Board sees fit. The Treasurer is mandated to assume ultimate responsibility for the day-to-day financial administration of Intersect, inclusive of, but not limited to, fiscal accountability. The Treasurer retains the prerogative to delegate the responsibility for day-to-day financial management to another Intersect member of staff. It is imperative that the Treasurer diligently oversees the utilization of funds in strict adherence to the approved budget.
Treasurer Duties to include:
Open, maintain, and manage bank accounts and investment accounts as directed by the Board.
Management of the financial records and accounts.
Preparation of financial reports and budgets.
Interacting with external administrators, advisors, and auditors.
Give, or cause to be given, financial reports to the Board.
Shall pay out funds only in the manner authorized by this Membership Governance and the Board.
Company Secretary: the secretary shall be under the supervision of the Executive Director (or nominated person). The secretary or designated assistants are responsible for the following duties related to Board Meetings. These duties include:
As needed, put forth designated assistants for voted approval from the Board.
Record meeting proceedings as meeting minutes in a record for that purpose with at least one backup copy. Each record of the meeting minutes must include the type of meeting, date, time, attendees, proceedings, and, when applicable and if a quorum was met, decisions made via vote, and vote tally.
Set the meeting agenda in consultation with Board members.
Send out the notice and accompanying documentation for meetings and non-meeting votes.
Receive special reports from Intersect committees to share with the Board.
In the absence of the secretary or a designated assistant at a meeting, a simple majority of the attendees may appoint a person to act as secretary for any such meeting.
Perform such other duties as may be prescribed by the Board or Executive Director.
C) Staff
Intersect Executive Team are responsible for implementing the strategy and direction set forth by the Board:
The Executive Team will operate under the direction of the Executive Director (or Nominated Person) to execute the day-to-day activities of Intersect.
Other Operational Teams include all departments and staff, be they employees or vendors.
D) Committees
Intersect is designed to be steered by the community so the future of Cardano is community-led. The Community provides this steering via standing committees.
The Operating Model of Intersect has 3 layers:
Governance Layer: Board
A five-member Governing Board that is an escalation point for any standing committee
Steering Layer: Standing Committees
Key review and decision-making committees required to decide the direction of Intersect and Cardano
Standing Committees are designed to be community-led, with community members taking part in steering decisions affecting the future of Cardano.
Execution Layer: Operational Team
Operational teams required to execute functions for the continuity of Cardano, inclusion of members
Each Operational function reports to a standing committee as well as through the executive team and Board
The Board approves the Business Plan that the Executive Team executes on their behalf. Included in the Business plan is the design of the operating structure, which comprises a number of steering committees.
The first Business Plan of Intersect has designed 7 standing committees that are required to steer the delivery of Cardano. A standing committee is expected to be a permanent fixture. Changes to this committee structure may need to be made in the future, and if they are, all proposed changes need to be reviewed and approved by the Board. Any Board-approved changes to the committee structure will result in an update to the Intersect Membership Governance.
Outside of committee operations and sub-committee operations, Intersect will operate a number of working groups. A working group is a temporary operation set up to perform a function as needs arise. Working groups can be on any subject and are by nature less formal, as described below, than the standing committees. As per the first Business Plan, we have a number of Working groups operating, and through the course of business, a number of new ones may be created over the course of the trading year.
Committee and subcommittee operations:
Committees report to the Board. All subcommittees report to their respective committee.
Subcommittees must coordinate closely with their parent committee, which must coordinate closely with the Executive Team
Committees, subcommittees, and working groups must specify:
A Terms of Reference including operating procedures and roles and responsibilities.
Any limitations to participation, such as an application process, elections, or number of roles, subject to Board approval
If payment is provided to any roles and the source of funds.
The meeting frequency and procedures.
The Executive Team may appoint a chair of any committee or subcommittee or may ask the committee to set up a process for selecting or electing a chair to the committee or subcommittee.
The Executive Team may define or delegate responsibility to define any requirements or limitations to committee or subcommittee membership.
Each Committee may freely establish working groups to study and address temporary work items.
Committees may invite any person or representative of an organization to participate in working groups. Working groups are responsible for reporting back to their respective committee or subcommittee.
Committees can appoint a secretary for meetings to be responsible for minute taking and reporting.
Current standing committees as per Intersect’s first Business Plan:
Cardano Civics Committee
Purpose: provide facilitation and oversight to the Cardano Community related to the governance of Cardano. This includes developing and facilitating processes to engage the Cardano Community in governance, coordinating with subject matter experts where needed, and providing support as requested by the Cardano Constitutional Committee.
Technical Steering Committee (TSC)
Purpose: ensure that governance of Cardano is based upon sound technical awareness and best practices.
Committee facilitates contract arrangements and service level agreements.
The committee is a rallypoint for key members, suppliers and third parties to coordinate delivery of development services to support the Cardano blockchain.
Create proposals of technical concern, or review and evaluate proposals prepared by the Cardano Community, such as parameter updates or hard forks.
Parameter Committee, a subcommittee of the TSC
Purpose: as a subcommittee of the TSC, this subcommittee ensures that the Cardano protocol parameters are set based upon sound technical awareness and best practices. This subcommittee includes four working groups:
Economic Parameters Advisory Group
Network Parameters Advisory Group
Technical Parameters Advisory Group
Governance Parameters Advisory Group
Membership & Community Committee
Purpose: Foster a thriving Cardano community through effective Intersect membership sales, account management, community support, tooling grants, education, and engaging events.
Open Source Committee
Purpose: Generates an Open Source strategy for Cardano to follow. Advise on and promote Open-source activities across the ecosystem.
Be a rally point for members to get advice on building in an open-source environment
Budget Committee
Purpose: collate all costs for operating the core of Cardano and prepare an operating budget for review and approval by the community on an annual basis
Educates the community into the full cost of supporting the Cardano core operation
Vision Committee
Purpose: Orchestrate the process of defining the future roadmap of Cardano, giving Cardano a roadmap for all members to follow and which is continually updated.
G) External Relationships
Intersect may have partnerships, agreements, and contracts with other organizations. Three relationships will be of particular importance and are outlined here.
Constitutional Committee: The Constitutional Committee governs the Constitution of Cardano. The Constitution of Cardano is the rule-set that binds all participants of the Cardano ecosystem. The Constitution is outside of Intersect. The Constitutional Committee and Intersect are two separate bodies. The Constitutional Committee is not a committee of Intersect. Intersect's relationship to the Constitutional Committee is that it may provide the staff or resources needed for the Constitutional Committee to operate.
DevTrust: The DevTrust will enter into an agreement with Intersect to be its administrator. Intersect must administer the funds held in the DevTrust according to the DevTrust’s mission. The DevTrust will be contracted to a number of significant suppliers that support the development of Cardano. These Supplier contracts will be administered by Intersect.
Supplier contracts: Intersect, as the designated administrator, will assume responsibility for the management and oversight of all supplier contracts on behalf of DevTrust. This entails a comprehensive role in the facilitation, execution, and ongoing administration of contractual agreements between DevTrust and its suppliers. Intersect will actively engage in the negotiation process, ensuring that contractual terms align with DevTrust's objectives. Furthermore, Intersect will monitor the compliance and performance of suppliers, implementing necessary measures to uphold contractual obligations, optimize operational efficiency, and ensure community governance.
5) Policies, Guidelines, and Procedures
A) Wyoming State Not-for-Profit
B) Intersect guidelines and procedures
All Members, Officers, and permanent and temporary Intersect staff, contributors, and Directors will be subject to Intersect’s policies, guidelines, and procedures, which may be updated from time to time by a simple majority Board Decision, with notice to Members.
Intersect guidelines and procedures include
C) Good Standing for Membership
A Member in good standing has fulfilled all of their obligations to the organization, such as paying their membership fees, fulfilling contractual obligations to Intersect, and adhering to the policies, guidelines, and procedures set forth by Intersect. A Member in good standing is entitled to all the benefits and privileges of membership.
A Member in Good Standing:
Compliance with Laws and Regulations: The Member adheres to all relevant laws and regulations of their jurisdiction. This includes filing required documents with government agencies, maintaining tax-exempt status, and following governance guidelines.
Ethical Conduct: The Member upholds high ethical standards in their actions and decisions, demonstrating transparency, honesty, and integrity in their dealings with the organization, its stakeholders, and the public.
Mission Alignment: The Member actively works to advance the organization's mission and objectives, ensuring that their actions and decisions align with Intersect's purpose and goals.
Fiscal Responsibility: Maintains an active membership through timely payment of membership fees under the terms of the membership agreement.
Collaboration and Leadership: The Members actively collaborate with the organization's Board, staff, volunteers, and other stakeholders to achieve our goals.
Effective Governance: Respect Intersect's mission, goals, and values and complies with Intersect's policies, guidelines, and procedures, including the Intersect code of conduct. Fulfills the responsibilities as defined in their membership agreement and in this Membership Governance.Fulfills the responsibilities committed to through participation in committees, subcommittees, and working groups.
They work in concert with the Board of directors and other leadership to establish and maintain good governance practices, including the development and implementation of policies, guidelines, and procedures that support the organization's mission and protect its interests.
Being in good standing is not just a matter of compliance but also a commitment to Intersect's mission and the highest standards of ethical conduct. It signifies that the Member is actively contributing to the organization's success and is trusted by the organization's stakeholders.
A Member deemed not to be in good standing by the Board has a one-month grace period to return to good standing before losing their membership rights. When a Member falls out of good standing and before their membership rights are revoked, they will be given notice by Intersect through the approved means of communication and current contact information defined in their membership agreement.
In the case where a Member falls out of good standing as the result of a dispute with the Board, they maintain their rights until their membership expires or the dispute results in terminating their membership, whichever happens first.
D) Intersect Membership Governance amendments
An Intersect Membership Governance amendment must include clear documentation highlighting the proposed changes.
An Intersect Membership Governance amendment may be executed by a Simple majority Board Decision.
E) Budget process and Intersect treasury management
The Board will approve an annual budget alongside the Business Plan. Both the budget and Business Plan may be resubmitted to the Board, by the Executive, as and when revisions are material enough to warrant reapproval.
Intersect's treasury is overseen by the treasurer, with day-to-day management delegated to the Executive Team. Any spending of Intersect's treasury must be aligned to the budget.
The Executive Director, or nominated person or a nominated Executive Team member, has delegated authority from the Board to allow them to sign/approve costs of up to $500,000 per month.
In the event an unbudgeted or otherwise unfunded obligation arises related to Intersect, the treasurer will coordinate with the Board to address gaps in funding requirements.
F) Meeting procedures
The meeting procedure must be followed for the Board meetings. All other Intersect meetings may also choose to follow the procedure but are not required to:
The secretary or other designated assistant must read the Conflict of Interest policy at the opening of each meeting.
Board and committee meetings must follow Robert’s Rules of Order, as specified in the current edition of Robert's Rules of Order (Modern Edition) and adapted to be practical for Intersect.
The meeting agenda must be provided to attendees before the meeting is held. The agenda should contain voting and non-voting topics, as applicable, and should reference necessary documentation. It is recommended that agendas follow this format:
Call to order
Roll call (Videos shall be on during this stage of the meeting)
Approve the previous meeting’s minutes
Old business
New business
Open forum
All communications - notices, and outcomes of a vote, should be sent via the communication preferences specified in each membership agreement for Members and via electronic means to Directors unless they specify an alternate preference.
Bodies within Intersect that hold committee meetings must specify:
How to call the meeting, and if it has a defined frequency.
Limitations to participation and participant types. Participants have full rights to participate in the meeting, including voting if applicable. Observers are non-voting participants who are entitled to listen, speak, and access the meeting minutes once available.
How the notice of a meeting is provided to attendees, and the period of notice before the meeting is to be held.
Specify quorum to carry out the agenda. This is distinct from the voting quorum, which is addressed in the voting procedure.
Specify how the meeting is adjourned.
Details for each meeting type:
Meeting Procedure | Annual Member Meeting | Regular Board Meeting | Special Board Meeting |
Calling a meeting or frequency | Once a year, at a time set by the Board. | Monthly, moving to quarterly upon approval by the Board. | Requested by a simple majority of the Directors. |
Location | Any, including virtual. | Any, including virtual | Any, including virtual |
Participants | Members in good standing at the time the notice is sent out and all Directors. | Directors and observers are invited with approval from at least two Directors. | Directors and observers are invited with unanimous approval from at least two Directors. |
Required to be counted in-attendance | To be able to hear and speak in the meeting. | To be able to hear and speak in the meeting. | To be able to hear and speak in the meeting. |
Notice | Supplied at least thirty days before the meeting commences. | Supplied at least thirty days before the meeting commences. | Supplied at least five days before the meeting commences. |
Period before meeting to supply agenda | 14 days | 72 hours | 72 hours |
Quorum to hold the meeting | At least two Members are in attendance. All Directors are in attendance. | All Directors should be in attendance. (Minimum shall be 2 Directors) | All Directors should be in attendance. (Minimum shall be 2 Directors) |
Adjourn the meeting | Simple majority vote of Members present. If adjourned to a different time and place, and if announced during the meeting, a new notice need not be provided, unless the meeting is adjourned to thirty or more days into the future. | Simple majority vote of the Directors in attendance. Meetings may be adjourned to a different time and place, and if announced during the meeting, a notice need not be provided, unless the meeting is adjourned to thirty or more days into the future. | Simple majority vote of the Directors in attendance. Meetings may be adjourned to a different time and place, and if announced during the meeting, a notice need not be provided, unless the meeting is adjourned to five or more days into the future. |
G) Board Voting Procedures
Certain decisions and elections require a vote. Board votes must follow the voting procedure as specified below:
Voting will be based on Ranked voting using the Condorcet method. This will resolve a preferred option in the majority of cases. In the few cases where a preferred option is not found (Condorcet cycle) the Board can:
Ask the exec team to recycle the proposal and re-present options at a later date using any findings from the Board meeting.
Ask an exec team member to vote so a preferred option is found
Ask the exec team to submit a proposal to a committee for advice or a vote
Reject the proposal and accept the outcome for not taking a decision
The voting procedure for each type of vote is specified by defining:
The trigger for the vote to take place.
Who has voting rights.
Quorum for a vote to take place.
How the notice of a vote is provided to voters, and notice period before the vote is to be held. The vote notice must be provided to attendees a specified time before the vote is to be held. The notice should contain the decision(s) to be made, reference any necessary documentation, the process to submit a vote and if a deadline is set vs remaining open until an option passes the threshold for determining the vote outcome.
The threshold for determining the vote outcome, including tiebreakers if relevant.
How the vote will be tallied, and if any tools will be used for such purpose.
How the outcome of the vote will be communicated, and to whom.
If a vote is taken by the Board without the Executive or secretary present, that results in an impact to the business plan, then the Board must instruct the Executive to execute.
For committee and subcommittee chair elections, the procedure must be separately specified in its Terms of Reference.
Details for each type of vote, broken down by decisions and elections:
Voting procedure | Board Decision |
Trigger | A simple majority of the Directors send a request to the secretary. The substance of the vote is defined in the request. |
Voting rights | One vote per Director |
Quorum | At least 2 Directors |
Notice | Supplied at least seventy-two hours in advance of the vote beginning. The secretary sends a notice to all Directors. |
Threshold to pass | A Simple Majority is a yes vote from the simple majority of all Directors. All or all except one is a yes vote from N-1 Directors, where N is the total number of Directors. To avoid ties or outcomes where no option passes the threshold, where possible votes should be formatted as a binary decision. If this is not possible and no option passes the threshold, a decision may be arrived at by
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Tallying the vote | The vote is tallied after the deadline for submitting votes, if applicable, or the vote may conclude when an option reaches the threshold to pass. The secretary shall collect and tally votes, or cause votes to be collected and tallied using the means defined by the secretary in the vote notice. |
Communicating the outcome | The secretary sends the vote outcome to all Directors. The vote outcome is sent only after the vote is tallied. At its discretion, the Board may publish the vote outcome to any party outside of the Board. |
H) Reporting Requirements
Intersect shall file an annual report to the WY Secretary of State by July 1st of each year. Intersect shall also generate not less than annually a public report providing information about its ongoing activities.
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