November 8, 2022
Attendance
Board Directors in Attendance:
- Thomas Cole
- Ariel Matisse
- Scott Harris
- Ramesh Advani
- Damien Dong
- Scott Miller
- Morgan Pierson
- Nettrice Gaskins
- Oye Ajewole
- Kat Nakaji
- Romaine Waite
Board Directors Absent:
- Ebbe Dahlor
- Preeti Tadikonda
Non-Directors in Attendance:
- Antonio Viva, Executive Director
- Scott Seger, McCarter & English, LLP, pro bono counsel
A regularly-scheduled meeting of the Board of Directors (the “Board”) of Artisan’s Asylum, Inc. (“Artisans” or the “Corporation”) was held via Zoom on November 8, 2022. Tom Cole took a role call and all of the directors of the Board were present except for Ebbe Dahlor and Preeti Tadikonda. The meeting was then called to order at 6:08 p.m. EST.
Approval of Prior Minutes
The Board’s first order of business was approving the minutes from its regularly-scheduled meeting held on September 13, 2022. Mr. Cole presented to the Board the following resolution:
RESOLVED, that the minutes of the September 13, 2022 Board meeting, in the form presented to the Board, is hereby approved.
Mr. Cole motioned to approve the resolution and the resolution was unanimously approved.
Executive Director Presentation
The next order of business was an update from Artisans’ Executive Director, Antonio Viva. Mr. Viva began by thanking Scott Seger and McCarter & English for their assistance in reviewing and providing comments on Artisans’ internal legal documents and policies. Mr. Viva then provided a facilities update to the Board, noting that the Holton location’s certificate of occupancy is still outstanding. Mr. Viva also updated the Board about the new Artisans’ website and mobile app that were recently launched.
Mr. Viva then provided the Board with an update on the Corporation’s financial and current cash position. While Artisans’ can expect an increase in certain costs versus what were previously budgeted, including janitorial and electrical expenses, for example, the Corporation has seen an increase in rentals and paying memberships. Mr. Viva then opened up the remaining time of his presentation for a robust discussion among the Board regarding rentals pricing, and the Board requested that Mr. Viva prepare a proposal concerning this topic for Board review by mid-December.
Grand Opening Committee Report
Next, Mr. Dong provided an update to the Board on behalf of the Grand Opening Committee. The Committee is giving special attention and focus to community outreach efforts and engagement with local businesses for potential sponsorships. Mr. Dong reviewed the schedule of events for the Grand Opening, and communicated to the rest of the Board that the Committee has a $100,000 fundraising goal for the event. A request of the Board was made to continue to reach out to individual directors’ contacts and networks.
Development Committee Report
Ms. Matisse then provided an update to the Board on behalf of the Development Committee. In the last week, Artisans’ was awarded a $100,000 grant from Stanley Black & Decker, and the Corporation is still waiting for an update on the status of $177,000 in previously applied for grants (and other additional grants are in the pipeline). Thus far, the Corporation has received 50% of its $100,000 goal in support of the Grand Opening.
Ms. Matisse also stressed the need for an increased push for obtaining corporate sponsorships, and the Board entered into a robust discussion regarding various potential sponsorship initiatives.
Nominating Committee Report & Director and Officer Elections
Next, Mr. Cole led the Board in a discussion on behalf of the Nominating Committee, and presented to the Board the Committee’s proposal to expand the size of the Board and elect certain new directors to fill its vacancies. The Board then entered into a robust discussion with regard to the new director candidates.
Mr. Cole then presented to the Board the following resolutions:
RESOLVED, that the number of directors constituting the Board is fixed and increased from thirteen (13) to sixteen (16).
RESOLVED, that Tom Cole and Morgan Pierson are hereby re-elected and Geoff Chasin, Allison Doherty, Peter Fearey and Jon Stevenson are hereby elected as directors of the Board, effective immediately, each to hold office until November 8, 2024 or until his or her successor has been elected and qualified in accordance with the Bylaws, or his or her earlier resignation or removal.
RESOLVED, that, for the avoidance of doubt, effective as of the date hereof, the Board shall consist of: Tom Cole, Ramesh Advani, Oye Ajewole, Damien Paul Dong, Scott Harris, Kat Nakaji, Preeti Tadikonda, Romaine Waite, Morgan Pierson, Geoff Chasin, Allison Doherty, Peter Fearey, Jon Stevenson, Ariel Matisse and Ebbe Dahlor.
RESOLVED, that the election of the member-elected directors of the Board, consistent with the prior resolutions adopted by the Board, shall occur on or reasonably around the date that is either (i) the six (6) month anniversary of the date that represents the full reopening of Artisans or (ii) such other earlier date that the Voting Members of the Corporation, as such term is defined in the Corporation’s Bylaws, can be reasonably determined.
RESOLVED, that each officer of the Corporation is authorized and empowered to take any and all action he or she may deem necessary and advisable to effect the foregoing actions approved by these resolutions.
Mr. Cole motioned to approve the above resolutions and the resolutions were unanimously approved.
Next, the Board moved to elect and fill its officer positions. Mr. Cole then presented to the Board the following resolutions:
RESOLVED, that Ariel Matisse is hereby re-elected President of the Corporation, to serve until the next Annual Meeting of the Board of Directors and until her successor is elected and qualified, or until her earlier resignation or removal
RESOLVED, that Tom Cole is hereby re-elected Treasurer of the Corporation, to serve until the next Annual Meeting of the Board of Directors and until his successor is elected and qualified, or until his earlier resignation or removal
RESOLVED, that Oye Ajewole is hereby elected Clerk/Secretary of the Corporation, in connection with Scott Miller’s resignation from the same position which is hereby acknowledged, to serve until the next Annual Meeting of the Board of Directors and until his successor is elected and qualified, or until his earlier resignation or removal
RESOLVED, that each officer of the Corporation is authorized and empowered to take any and all action he or she may deem necessary and advisable to effect the foregoing actions approved by these resolutions
Mr. Cole motioned to approve the above resolutions and the resolutions were unanimously approved.
The Board thanked departing directors Scott Miller and Nettrice Gaskins for their service to the Corporation. Mr. Cole then motioned to adjourn the meeting at 7:50 p.m. EST and as there were no objections the meeting was adjourned.
