July 11, 2023
Minutes of a
Special Meeting of the Board
July 11, 2023
Attendance
Board Directors in Attendance:
- Tom Cole
- Ramesh Advani
- Scott Harris
- Kat Nakaji
- Morgan Pierson
- Allison Doherty
- Peter Fearey
- Ariel Matisse
- Romaine Waite
- Preeti Tadikonda
- Geoff Chasin
- Scraps
- Puppy
Board Directors Absent:
- Oye Ajewole
Non-Directors in Attendance:
- Damien Dong, Interim Executive Director
- Antonio Viva, Consultant
- Dan Kulla, Member Liaison
- 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 July 11, 2023. Ariel Matisse took a role call and all of the directors of the Board were present except for Oye Ajewole. The meeting was then called to order at 6:07 p.m. EST.
Approval of Prior Minutes
The Board’s first order of business was approving the minutes from its Special Meetings held on May 9, 2023 and June 27, 2023. Ms. Matisse presented to the Board the following resolution:
RESOLVED, that the minutes of the May 9, 2023 and June 27, 2023 Special Meetings of the Board, in the forms presented to the Board, are hereby approved.
Ms. Matisse motioned to approve the resolution and the resolution was unanimously approved.
Additional Updates
Puppy was welcomed and introduced as a new member-elected director of the Board, and Damien Dong’s resignation from the Board and Antonio Viva’s resignation as the Executive Director of the Corporation were acknowledged. Mr. Viva’s continuing role as a consultant to the Corporation was acknowledged and discussed.
Ms. Matisse then led the Board in a robust discussion covering an update on the Corporation’s human resources and leadership initiatives and those other topics contained in the Board Book circulated to the directors prior to the meeting. The Board also discussed certain ongoing financial and operational challenges facing the Corporation, including the relationship between the Corporation’s members and its leadership/the Board. The Corporation needs to generate an additional $500k in new revenues from its development efforts to satisfy its 2023-2024 budgetary needs, and Mr. Viva stated that there should be an increased focus on filling Artisans during the daytime hours in addition to the night.
Next, the Board entered into a robust discussion regarding Artisans’ lease with Harvard University and the ongoing conversations between the parties about future solutions and the impact of the lease on the Corporation meeting certain financial metrics in the new fiscal year.
Mr. Viva left the meeting.
Governance Committee Update & Director Elections
Tom Cole then led a discussion among the Board on behalf of the Governance Committee, in which he expressed the Committee’s recommendation to fill the Board seat now that was left vacant by Mr. Dong’s resignation. Scott Harris and Morgan Pierson both recommended Nick Bernier for the open seat.
Ms. Matisse presented the following resolution to the Board, intending for the Board to elect Mr. Bernier as a new director of the Board:
RESOLVED, that Nick Bernier is hereby elected by the Board as a director of the Board, effective immediately, to hold office until the 2024 Annual Meeting or until his successor has been elected and qualified in accordance with the Bylaws, or his earlier resignation or removal.
RESOLVED, that the Board acknowledges the resignation of Damien Dong from the Board and, for the avoidance of doubt, effective as of the date hereof, the Board shall consist of: Tom Cole, Ramesh Advani, Oye Ajewole, Scott Harris, Kat Nakaji, Preeti Tadikonda, Romaine Waite, Morgan Pierson, Geoff Chasin, Allison Doherty, Peter Fearey, Ariel Matisse, Scraps, Puppy and Nick Bernier.
Ms. Matisse then motioned to approve the resolutions and the resolutions were approved, with all voting in favor except Puppy who abstained.
At 7:46 p.m. EST the Board entered into an Executive Session and Mr. Dong and Dan Kulla left the meeting. Ms. Matisse motioned to adjourn the meeting at approximately 8:00 p.m. EST and as there were no objections the meeting was adjourned.
A true record:
Scott Seger, Secretary pro tem
