June 27, 2023
Minutes of a
Special Meeting of the Board
June 27, 2023
Attendance
Board Directors in Attendance:
- Tom Cole
- Ramesh Advani
- Damien Dong
- Scott Harris
- Kat Nakaji
- Morgan Pierson
- Allison Doherty
- Peter Fearey
- Ariel Matisse
- Romaine Waite
- Preeti Tadikonda
- Geoff Chasin
- Scraps
Board Directors Absent:
- Joe Wight
- Oye Ajewole
Non-Directors in Attendance:
- Antonio Viva, Executive Director
- 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 June 27, 2023. Ariel Matisse took a role call and all of the directors of the Board were present except for Joe Wight. The meeting was then called to order at 6:05 p.m. EST.
Introductions were first made among the directors and the Board was updated on the results of the recent member elections. Scraps, a newly elected member director, and Dan Kulla, the newly elected member liaison, were welcomed to the meeting.
The Board then discussed the need to appoint a new Chair of the Development Committee of the Board. Ariel Matisse was thanked for her prior service as the Chair of such committee and Kat Nakaji was nominated to fill such position. Ms. Matisse then presented to the Board the following resolution:
RESOLVED, that Kat Nakaji is hereby designated as the Chair of the Development Committee, to serve until their successor has been appointed or until their earlier resignation or removal.
A motion to approve the resolution was made and the resolution was unanimously approved.
Budget Discussion
Next, Antonio Viva, the Executive Director of the Corporation, led the Board in a robust discussion concerning the financial position of the Corporation and the proposed budget for fiscal year 2024. The Board discussed certain financial challenges that the Corporation faced in fiscal year 2023, including the effects of the COVID-19 pandemic, higher than anticipated expenses and the delayed opening of the new headquarters. Mr. Viva also updated the Board regarding current discussions with Harvard concerning the Corporation’s ongoing lease obligations and future investments.
Mr. Viva then reviewed the FY24 budget with the Board, including certain key assumptions regarding expense control measures, staffing, donations and grants, memberships, rentals and programming. Specifically, the Corporation intends to double its educational and community programs in FY24, which is a big upcoming challenge but is made possible due to having two open and fully operational locations (unlike for all of FY23). The Board’s discussion involved highlighting the significance of increased grants, donations and sponsorships and additional programming initiatives, and FY23’s projections were compared to the FY24 budget proposals.
At the conclusion of the Board’s robust discussion, Ms. Matisse presented to the Board the following resolution:
RESOLVED, that the budget proposal of the Corporation for the period of July 1, 2023 to June 30, 2024, in substantially the form presented to the Board, be hereby approved.
A motion to approve the resolution was made and the resolution was unanimously approved.
Appointment of Executive Director
The Board then reviewed proposed changes to the Corporation’s leadership personnel, including Mr. Viva’s forthcoming resignation as Executive Director, Damien Dong’s forthcoming resignation as a director of the Board and Mr. Dong’s proposed appointment as the interim Executive Director. After such initial discussion Mr. Viva and Mr. Dong recused themselves from the meeting.
Ms. Matisse presented to the Board the following resolution:
RESOLVED, that Damien Dong is hereby appointed the interim Executive Director of the Corporation, effective as of July 10, 2023, upon Antonio Viva’s resignation from the same position, to serve until December 31, 2023 or until his successor is elected and qualified, or until his earlier resignation or removal.
RESOLVED, that Ariel Matisse and Geoff Chasin are hereby authorized as representatives of the Board, and on behalf of and in the best interests of the Corporation, to enter into discussions and negotiate, in coordination with the Finance Committee, directly with (i) Damien Dong regarding an employment contract as the interim Executive Director of the Corporation, in connection with the foregoing resolution, and (ii) Antonio Viva regarding an independent consultant agreement for a period of twelve (12) months, each to be presented to the Board for approval at the next meeting of the Board.
A motion to approve the resolutions was made and the resolutions were unanimously approved.
Ms. Matisse motioned to adjourn the meeting at 7:08 p.m. EST and as there were no objections the meeting was adjourned.
A true record:
Scott Seger, Secretary pro tem
