May 9, 2023
Minutes of a
Meeting of the Board
May 9, 2023
Attendance
Board Directors in Attendance:
- Tom Cole
- Ramesh Advani
- Damien Dong
- Scott Harris
- Kat Nakaji
- Morgan Pierson
- Peter Fearey
- Ariel Matisse
- Romaine Waite
- Preeti Tadikonda
- Geoff Chasin
Board Directors Absent:
- Allison Doherty
- Oye Ajewole
Non-Directors in Attendance:
- Antonio Viva, Executive Director
- 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 May 9, 2023. Ariel Matisse took a role call and all of the directors of the Board were present except for Allison Doherty and Oye Ajewole. 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 Special Meeting held on March 14, 2023. Ms. Matisse presented to the Board the following resolution:
RESOLVED, that the minutes of the March 14, 2023 Special Meeting of the Board, in the form presented to the Board, is hereby approved.
Ms. Matisse motioned to approve the resolution and the resolution was unanimously approved.
Director Elections
Next, Damien Dong presented the following resolution to the Board, intending for the Board to elect Ms. Matisse as a director of the Board prior to the forthcoming member-director elections:
RESOLVED, that Ariel Matisse is hereby elected by the Board as a director of the Board, effective immediately such that she no longer shall serve as a member-elected director of the Board, to hold office until the 2024 Annual Meeting or until her successor has been elected and qualified in accordance with the Bylaws, or her earlier resignation or removal.
RESOLVED, that the Board acknowledges the resignation of Ebbe Dahlor 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, Damien Paul Dong, Scott Harris, Kat Nakaji, Preeti Tadikonda, Romaine Waite, Morgan Pierson, Geoff Chasin, Allison Doherty, Peter Fearey and Ariel Matisse.
Mr. Dong then motioned to approve the resolutions and the resolutions were unanimously approved.
Ms. Matisse and Mr. Dong then led the Board in a robust discussion concerning the Board’s ongoing initiative to improve member-relations and the importance of reinstating the members’ presence on the Board. The Board noted the special member meeting scheduled for May 23, 2023, at which the Board intends to (i) review with the members the unique transitional and organizational challenges currently facing the Corporation (including staffing and financial) and (ii) clarify the role and responsibilities of the Board. The importance of a strong Board presence at member meetings was also discussed.
In light of such discussion, Ms. Matisse presented to the Board the following resolution:
RESOLVED, that the date of the election of the member-elected directors of the Board is hereby set as May 24, 2023.
Ms. Matisse motioned to approve the resolution and the resolution was unanimously approved.
Additional Updates & Revised Budget Approval
The meeting included additional updates from the directors about the ongoing affairs of the Corporation, including a Governance Committee update from Peter Fearey and an update from Morgan Pierson about lease discussions with Harvard and the importance of making the relationship a success. Antonio Viva also presented a staffing update to the Board. Ramesh Advani stressed to the Board the importance of passing a budget before the start of the new fiscal year and requested that the Board call a special meeting in June to pass such FY24 budget.
As a matter of housekeeping, Ms. Matisse presented to the Board the following resolution to approve the previously revised budget of the Corporation in FY23:
RESOLVED, that the Board hereby formally approves the revised budget of the Corporation for the period that is January-June 2023, in the form previously presented and recommended by the Executive Director and the Finance Committee, and informally approved by the Board, at the Board’s March 14, 2023 Special Meeting.
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.
Ms. Matisse motioned to approve the resolutions and the resolutions were unanimously approved.
As the last order of business, Tom Cole announced his resignation as Treasurer of the Corporation, and Mr. Cole and Ms. Matisse discussed the importance of filling the vacant Treasurer position.
Ms. Matisse then motioned to adjourn the executive session 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
