January 10, 2024
Minutes of a
Regularly-Scheduled Meeting of the Board
January 10, 2024
Attendance
Board Directors in Attendance:
- Thomas Cole
- Ariel Matisse
- Morgan Pierson
- Geoff Chasin
- Nick Bernier
- Scraps sparcS
- Michael Mittleman
- Peter Fearey
- Dariush Nejad
- Alice Stein
- Allison Doherty
- Puppy
- Rosa Weinberg
Board Directors Absent:
- Arti Mehta
- Lewis Bryant
- Netia McCray
Non-Directors in Attendance:
- Damien Paul Dong
- Dan Kulla
A regularly-scheduled meeting of the Board of Directors (the “Board”) of Artisan’s Asylum, Inc. (“Artisans” or the “Corporation”) was held in person with some remote attendees on January 10, 2024. Ms. Matisse took the role call and all of the directors of the Board were present except for Arti Mehta, Lewis Bryant and Netia McCray. Meeting was called to order at 6:07 pm. Ariel gave a welcome to the Directors as this is the first regularly scheduled meeting of the Board since new board members were elected in November 2023. The Directors present then each gave a brief introduction about themselves.
The first business was a discussion of the Annual Meeting of the members as required by the Corporation’s bylaws. After a discussion of the logistics and content of the meeting, Ms. Matisse presented to the Board the following resolution:
RESOLVED, that the Annual Meeting of the Corporation be held on March 20th, 2024 at 6 pm at the Corporation’s offices at 96 Holton St, Boston, MA.
Ms. Matisse motioned to approve the resolution and the resolution was unanimously approved.
Next, Puppy, Clerk of the Corporation, provided an update on his efforts to get the meetings of previous Board meetings posted to a forum that is accessible to the members of the corporation. The discussion then moved to cover various IT systems to communicate such official information and included an update to create a new “wiki” via a member-led initiative. The wiki is scheduled to be in operation in early 2024.
Search for an Interim Executive Director
The next order of business was an update on the search for an Interim Executive Director, which is being conducted by the search committee created by the Board of Directors. Puppy, Chair of the Search committee, discussed the search process and efforts to create a standard process for future searches. The committee has been working on this search since the board meeting on this topic in December 2023.
Puppy informed the Board that the search committee was not prepared to recommend a finalist candidate at this meeting but that it was nearing a decision. The Board agreed to meet in the near future, when the search committee was prepared to present the finalist candidate.
The Board thanked each member of the Search committee for their work on this important initiative.
Committee Reports
The next order of business was a presentation and discussion of the reports of the various committees of the Corporation.
Scraps gave an update on the activities of some of the member-led working groups. The Directors discussed a level of tension between the member activities and the staff due to a disconnect between member-led initiatives and staff responsibilities. Ms. Stein asked if there was a member communication plan to which various Directors replied that it is as-needed and that more work is needed in this area. The Directors discussed that no staff or volunteers are tasked specifically with member communications. The board agreed to cover this topic in the “roles and responsibilities” discussion later in this meeting.
Next, Mr. Kulla gave an update on various member concerns. He had reached out to the member community and received a number of responses. The primary request was improved communication between the Board and the members. Various Directors pointed out the increased communication in the recent past, primarily driven by Mr. Kulla’s efforts as member liaison. The Board thanked Dan for his efforts in this area.
Next, Mr. Fearey led a discussion on the roles and responsibilities of various stakeholders, including staff, members and directors. This included a retrospective of comments from previous Executive Directors, members and staff. The Board discussed the history of Artisans Asylum and how it has gone from a member-led organization to one that is led by an independent Board of Directors who appoints the Executive Director, responsible for the operation of the organization.
Mr. Dong provided some historical context and his anecdotal experience as Interim Executive Director of the Corporation in 2023. He suggested that future communication plans include explaining to the members the historical context of the organization.
A vigorous discussion then followed about the needs of the various stakeholders and how they might be met. Ms. Stein pointed out that this is effectively a change management activity and should be treated as such. Mr. Cole pointed out that conflict between staff and members is a constant source of tension requiring significant management energy. Mr. Cole further noted that the revenue of the Corporation must be increased and efforts need to be directed at creating an open, welcoming environment that is financially sustainable.
Mr. Fearey explained that the group’s efforts would continue. The Board thanked Mr. Fearey for his efforts in this area.
Next, Ms. Matisse provided an update on the activities of the Development committee. She provided a historical perspective on the growth of the committee culminating with the current state. She reminded the Board that the Corporation had retained a consultant, Danielle McCourt, who has been engaged with various fund-raising activities. Ms. Matisse identified the need to improve the cohesion between the volunteers, board members and staff as well as developing increased grant-writing capacity and marketing material. The Board then discussed how to expand participation on the committee.
Ms. Matisse then led a discussion of the spring gala, scheduled for May 16, 2024.
Scraps then described efforts to highlight various member-directed projects and activities that could be used for marketing purposes and to secure funding.
Ms. Stein encouraged the Board to identify the message around the gala - what is the organization trying to accomplish and how? Mr. Mittleman also encouraged the Board to set a deadline for canceling the event if certain financial milestones were not met. Scraps provided a number of examples of member activities that could be featured at the gala.
Next, the Board discussed the need to expand efforts around the topics of diversity, equity and inclusion, including the creation of a Board committee. After extensive discussion, Ms. Matisse presented the following resolution:
<Insert language here, including that Lewis is chair and ScrapS is on committee.>
Ms. Matisse motioned to approve the resolution and the resolution was unanimously approved.
Next, the Mr. Bernier provided an update of the Finance committee. The Board discussed the financial condition of the corporation and efforts to increase revenue in each area.
Next, Mr. Cole provided an update of the Governance committee.
Next, Mr. Chasin led a discussion around the role of Vice Chair of the Board. This role is included in the bylaws. Ms. Matisse introduced the following resolution:
<Insert vote to elect Michael Mittleman as Vice Chair>
Mr. Chasin motioned to approve the resolution and the resolution was unanimously approved.
Next, the Board discussed the membership of the Development committee. Ms. Matisse introduced the following resolution:
<Insert vote to elect Ariel Matisse and Alice Stein as Co-chairs and Mr. Pierson and Mr. Mittleman as members of the Development committee.>
Mr. Chasin motioned to approve the resolution and the resolution was unanimously approved.
Next, the Board discussed the creation of an Executive Committee to be composed of the Co-chairs, the Vice Chair, the Chairs of the various Board committees, the Executive Director and the Member Liaison. Ms. Matisse introduced the following resolution:
<Insert vote to create the committee and elect the members.>
Mr. Chasin motioned to approve the resolution and the resolution was unanimously approved.
Mr. Chasin then motioned to adjourn the meeting at 8:13 p.m. EST and, as there were no objections, the meeting was adjourned.
