March 13, 2024

Minutes of a

Special Meeting of the Board

March 13, 2024

Attendance

Board Directors in Attendance:

1. Ariel Matisse
2. Tom Cole
3. Geoff Chasin
4. Peter Fearey
5. Morgan Pierson
6. Joe “Puppy” Wight
7. Scraps sparcS
8. Lewis Bryant
9. Nick Bernier
10. Alice Stein
11. Arti Mehta
12. Netia McCray
13. Dariush Nejad
14. Allison Doherty

Board Directors Absent:

1. Michael Mittelman
2. Rosie Weinberg

Non-Directors in Attendance:

1. Libby Masek, Interim Executive Director
2. Daniel Kulla, Member Liaison
3. Scott Seger, McCarter & English, LLP, pro bono counsel

A special meeting of the Board of Directors (the “Board”) of Artisan’s Asylum, Inc. (“Artisans” or the “Corporation”) was held in person and via Zoom on March 13, 2024. Geoff Chasin took a role call and all of the directors of the Board were present. The meeting was then called to order at 6:05 p.m. EST.

Approval of Prior Minutes

The Board’s first order of business was approving the minutes from its Annual Meeting held on November 14, 2023 and its Special Meetings held on December 7, 2023 and January 18, 2024. Ms. Matisse presented to the Board the following resolution:

RESOLVED, that the minutes of the November 14, 2023 Annual Meeting and the July 11, 2023 and September 12, 2023 Special Meetings of the Board, in the forms presented to the Board, are hereby approved.

Mr. Chasin motioned to approve the resolution and the resolution was unanimously approved.

Committee Updates / Strategic Plan Discussion

Next, the co-Chairs of the Board led a robust discussion concerning the Corporation’s current financial position and ongoing business initiatives. Mr. Chasin led the call for an increased urgency with respect to revenues, including from donors and grants, and state government relationships and initiatives. The Board also discussed the importance of rallying the Corporation’s membership at the members’ meeting the following week and aligning on a common message.

The Board then entered into a robust discussion regarding the need to develop a Strategic Plan of the Corporation to better memorialize the roles of the Board and members and increase transparency among them (especially concerning dues and revenues), as well as further outline the Corporation’s initiates with respect to pricing, DEI, involving members, etc. The following resolution was then presented to the Board to establish a Strategic Planning Committee of the Board:

RESOLVED, that a Strategic Planning Committee of the Board is hereby created, Geoff Chasin is hereby designated as the Chair of such Committee, and the following directors are hereby designated as the members of such Committee, each of the Chair and members to serve until their successors have been appointed or until their earlier resignation or removal: [_____________________________________________________________________].

Mr. Chasin motioned to approve the resolution and the resolution was unanimously approved.

Furthermore, Mr. Bryant updated the Board about the Corporation’s ongoing DEI initiatives and the Governance Committee led a discussion among the Board regarding the qualifications and outreach/recruitment strategies for future board members and the importance of diversity in the selection process.

Roles & Responsibilities Discussion

Next, Mr. Fearey led a robust discussion about a key resource the Board is compiling to further outline the many roles and responsibilities of the Corporation’s. The Board then entered into a robust discussion and collectively reviewed the roles and responsibilities to the directors and members alike in accordance with the Corporation’s Bylaws.

At 7:51 p.m. EST the Board entered into an Executive Session and the non-directors left the meeting. Mr. Chasin motioned to adjourn the meeting at approximately 8:30 p.m. EST and as there were no objections the meeting was adjourned.

A true record:

Joe “Puppy” Wight, Secretary pro tem