January 11, 2022

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Artisan’s Asylum, Inc.

Minutes of a

Special Meeting of the Board  

January 11, 2022

Attendance

Board Directors in Attendance:

1. Thomas Cole

2. Ariel Matisse

3. Nettrice Gaskins

4. Scott N. Miller

5. Morgan Pierson

6. Romaine Waite

7. Scott Harris

8. Kat Nakaji

9. Damien Dong

10. Ramesh Advani

Board Directors Absent:

1. Ebbe Dahlor

2. Oye Ajewole

Non-Directors in Attendance:

1. Lars Hasselblad Torres, Executive Director/CEO

2. Scott Seger, McCarter & English, LLP, outside counsel  

3. Preeti Tadikonda

A special meeting of the Board of Directors (the “Board”) of Artisan’s Asylum, Inc. (“Artisans” or the  “Corporation”) was held via Zoom on January 11, 2022. Tom Cole took a role call and all of the directors  of the Board were present except for Ebbe Dahlor and Oye Ajewole. The meeting was then called to order  at 6:04 p.m. EST.

Approval of Prior Minutes

The first order of business was approving the Board from the August 17, 2021, September 14, 2021 and  November 9, 2021 special meetings. Tom Cole presented to the Board the following resolution:

RESOLVED, that the minutes of the August 17, 2021, September 14, 2021 and November 9,  2021 Board meetings, in the form presented to the Board, are hereby approved.

Tom Cole motioned to approve the resolution and the resolution was unanimously approved (those that  were not present abstained.)

Co-Chair Update

Next, the co-Chairs informed the Board that Lars Hasselblad Torres would be resigning from his position  of Executive Director (“ED”) of the Corporation, effective February 25, 2022. The Corporation will be

entering into a transitional period, during which Lars will continue to serve the Corporation in an advisory  capacity although his operational and reporting day-to-day responsibilities will cease upon the  effectiveness of his resignation. The Board thanked Lars for his service and dedication, and Lars thanked  the Board for its support in return.

As discussed, the Corporation does not have a formal succession plan in place at the time of this meeting, and the co-Chairs noted that the Corporation would need to rely on the wealth of experience of its  directors through this upcoming transitional period. The directors then entered into a robust discussion  concerning (i) the ED search process, (ii) providing notice to certain key stakeholders, active grantor  organizations, staff and membership, and (iii) certain possibilities regarding the ED position through the  Corporation’s official move to Allston-Brighton (concepts of co- or temporary ED(s), etc.). The co-Chairs  presented their proposed timeline to the Board to (i) form ED Search and Transition Committees of the  Board by January 14, 2022 and (ii) provide notice to staff and the membership of Lar’s resignation by  January 17, 2022.

Following the Board’s ED discussion, Ramesh Advani invited Preeti Tadikonda to the meeting in  consideration as a potential future director of the Board. She then had the chance to introduce herself, and  the directors each had the chance to ask her about her experience and background.

Executive Director Report

The ED then provided an update on the state of the Corporation to the Board, including its latest financial  positions and budget projections. The ED provided an update on the Corporation’s fundraising efforts,  explaining that the year-end push generated an additional $27,000 from approximately 70 donors – the  Corporation also has $304,500 in outstanding grant requests and $1,125,000 in proposals lined up in the  development calendar. The Corporation was recently awarded $50,000 from the Commonwealth of  Massachusetts in connection with the Commonwealth Learning Lab, and the ED reported positive  progress with respect to the Corporation’s $56,000 with the City of Somerville to run the FabVille maker  space.

In total, the Corporation has 162 active members and 177 active contracts. The Corporation is currently  realizing approximately 70% of its maximum potential revenue from studio contracts.  

Lastly, the ED updated the Board regarding the Corporation’s construction timeline and milestones,  which includes (i) opening the Antwerp location to members in April 2022 and (ii) opening the Holton  location to members in June 2022.  

Committee Update

As the next order of business, Ariel Matisse presented to the Board a list of current and proposed  Committees of the Board in addition to the ED Search and Transition Committees – they include:  Finance, Development, Strategic Planning, Governance, Member Relations, HR and Opening Ceremony.  The Board then entered into a robust discussion concerning strategic initiatives to enhance director  involvement.

Tom Cole then nominated Ramesh Advani as Chair of Finance Committee and presented to the Board the  following resolution:

RESOLVED, that Ramesh Advani is hereby appointed as the Chair of the Finance Committee of  the Board, to serve until his successor has been appointed or until his earlier resignation or

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removal

Tom Cole motioned to approve the resolution and the resolution was unanimously approved. Executive Session

The regular portion of the Board meeting was then adjourned at 7:43 p.m. EST. The Executive Director  and Preeti Tadikonda then left the meeting and the Board entered into an Executive Session. Tom Cole  later motioned to adjourn the executive session at 8:02 p.m. EST and as there were no objections the  meeting was adjourned.

A true record:

/s/ Scott Segar

Scott Seger, Secretary pro tem

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