Intersect Structure

Hi everyone, I want to make a quick video. I'm getting pretty tired of a narrative that's coming out of mostly Switzerland and Germany about the Intersect structure. This has been an issue with the foundation for a really long time. They keep asserting that Intersect is owned and operated by some shadowy Cayman cabal. It is a complete lie.

Today, we're going to show documents of the structure of Intersect that you can verify yourself. So let me share my screen. I'm really tired of this. I see it parroted and repeated again and again by people in those circles. First and foremost, Intersect is an American not-for-profit.

Here is the business registration from the Wyoming Secretary of State website. It states that Intersect is a not-for-profit corporation, domestic mutual benefit. You can check all the information yourself on the State of Wyoming website. Here is the annual report, listing directors Tim Harrison, who is the IO representative, and Alex Banker, who used to be on the board but has since been swapped out for Steven Lupin and Nigel Lawrence Clark. There will be a new annual report for 2025.

When the company was set up, there was a decision to make regarding whether to domicile all the assets in the United States or abroad. There was a problem because the United States was in an election cycle, and it wasn't clear if Harris or Trump would win. The decision was made to have a hybrid structure where the operations and control would live in Wyoming under a not-for-profit, and then there would be a Cayman foundation company. Here's the Cayman foundation company setup, which basically acts as a wrapper administered by this members-based organization in Wyoming. The foundation company holds crypto assets abroad, allowing for more flexibility in membership, treasury funding, asset management, and a litany of other things.

Here is the registration for that; it's Cayman Development Holdings, administered by this company, Intersect. There are no shadowy actors controlling this. The members of Intersect are in control of Intersect, and they are the administrators of this fund, Cardano Development Holdings. Here are the registration details, set up by the Hares Guarantee Foundation, including the date it was established and the registration number. One of the principal reasons why the foundation first didn't want to join Intersect was because of its affiliation with a Cayman development foundation, which is also a not-for-profit organization.

They were concerned that regulators wouldn't understand. Now we see people saying there are shadowy figures involved. When you set something up, you have to make a decision: do you put everything in one basket or hedge? There are two organizations because we didn't know who was going to win the election—Biden or Trump. Crypto was under attack, and Intersect is supposed to be a global organization.

It made sense for the assets to be domiciled in a jurisdiction with favorable crypto regulation, while the command and control had to be in a jurisdiction with the full weight of the rule of law behind it, which is why the United States was chosen as a Wyoming not-for-profit. You can verify all the records on the Secretary of State website. When people tell you there’s a shadowy cabal, it's materially not true. Intersect is a not-for-profit. There’s probably a way to collapse all these things into one, but keeping them separate has a lot of advantages in terms of Intersect's ability to manage funds.

Another lie being told in this process is that the budget proposal is just to give Intersect all the money, and they’ll figure out what to do with it, picking winners and losers. That’s a lie some people are propagating. The whole point of having an administrator is to have an intent to do work and an oversight mechanism to ensure the work is done. If we make the foundation do that, they have God Mode over the entire ecosystem, with no oversight mechanism. They can arbitrarily say they didn’t think a vendor did any work.

Do you, as a community, have the ability to fire their board members? No, zero, zilch. If they are the administrator and get to decide during execution, they have been handed control of the entire ecosystem indirectly. At any given time, anyone who disagrees with them can just shut off the money, and there’s no oversight mechanism to stop them—no community control over that process. One of the things in the budget process that has to be discussed is how we do oversight in a responsible way, subject to community approval, with the ability to appeal decisions made.

The way things were set up, Intersect had a dual option: funds could either aggregate to an actual account with legal agency behind it or to a smart contract, or both, depending on whether you want to split between stablecoins and ADA. Why do you need legal agency? Because if someone defrauds Cardano, no court in the world will allow a smart contract to sue the vendor to get the money back. One of the jobs of the audit oversight administrative function is litigation or arbitration in the event of fraud or an allegation of misconduct or a failure to deliver something. A middleman can come in and have instructions to litigate if something occurs.

You lose that ability if it’s completely under the auspices of a smart contract. Typically, you have a legal entity, which is why a Cayman Development Foundation was set up. It has everything in place to be able to do that, as administered by a members-based organization that you control and have oversight of. Right now, you can come up with all kinds of exotic smart contract controls above and beyond the courts. For example, you can have a sweeping mechanism and a stop-pay mechanism.

We discussed this with Sunday Swap about different ways to build such a thing. If a vendor doesn’t do the job, the administrator oversight entity would pull the lever and stop payment. If it can’t be resolved at the end of the year, the funds can be swept back into the treasury, assuming they’re in ADA. If they’re in another Cardano native asset like USDM or USDA, they’d have to be converted back into ADA before being swept back. These are some of the things that have to be discussed during the budget process.

Almost every delegate has expressed some degree of concern about who watches the watchers, how oversight will work, and how these processes will function. We’re never going to get anywhere if we don’t have fact-based conversations. There’s nothing hidden about the founding of these organizations; they are not-for-profit organizations. Their sole purpose is to be a nexus point for the community. The hope was for the foundation to be a members-based organization.

It had six years to figure out how to do that. As of today, February 12, 2025, you will never get a voice or vote on their board. Your holdings of ADA are immaterial to their leadership structure. Right now, there is no mechanism to join them and have some influence on their oversight ability, whereas with Intersect, you do. Intersect has had to do six years of governance work in one year, and it’s been very difficult.

I appreciate some people say it’s been bureaucratic, but the reality is that it had to open itself up and allow people who didn’t have a voice for six years to have one. All at once, every problem and frustration that they’ve had has become a public problem and frustration. A lot of people are trying their best to move through all of this, and it has not been helpful to have another organization running a silent campaign to try to kill Intersect, starve it of funds, legitimacy, and attack it as an organization. I really wish everybody could get along. I tried for three years after we failed in moving the foundation and were replaced by the Swiss government with these unelected people.

The first opportunity to build a members-based organization was the foundation. That’s when they hired Durk and had him talk to the Linux Foundation. The end result was a structure that was not connected to ADA, which by its design meant Input Output could not join, and they wanted to do that. I have people who were in the room during that phone call who can verify that fact. Then, Emergo and Input Output came together, founded a Wyoming not-for-profit, built it up, and opened it up as a members-based organization, inviting everyone to join.

We spent a lot of time and effort trying to recruit as many people as possible from the community. Every step of the way, we asked the Cardano Foundation to join. First, they said they would, then they expressed concerns. Then they said the only way was to give them eight figures, which was not true. Then they said they would join, but not at the board level.

They went and created other organizations, and that’s where we are in 2025. In this budget conversation, if we want to survive and get through it, we have to be factual in what we say and do. We need a proper foundation for our discussions. This is not about stealing money and looting the treasury; it’s about getting funding to the people who need it in the Cardano ecosystem and paying for the work done. We can have arguments and debates about how much, who, when, and what produces value.

We can discuss the level of resiliency versus new feature development versus the markets we want to expand into. That’s the point of bringing people together. I’ve heard other allegations, like that bringing delegates together in person is a secret cabal meeting. How else do you expect the people you voted for to coordinate? Are they just supposed to email each other?

This is real work we’re talking about—lots of money. It’s important enough for people to get on a plane, pick a location, meet in person, and have serious conversations. Who gets to be on that? You decided. The community delegated your ADA to delegates.

You picked the top 50 or top 100 delegates. If you want to live stream the event, sure, do something like that. In fact, pick five or ten people in the Cardano media or entertainment space and have them show up and live stream the whole thing. It’s not about hiding things or a cabal coming together; it’s about the real work of reconciliation. Hard decisions have to be made: who, how much, when, and what oversight.

These types of discussions must be fact-based and conducted with goodwill. I understand we can embrace processes that allow some grandstanding; it is what it is. We wouldn’t be the first, but we will get through this. What frustrates me is when people do not use facts and repeat something again and again until others start believing it. Intersect has many flaws, but these flaws are directly connected to the fact that it was thrust into the deep end of the pool with very little resources and time.

It had to learn how to swim quickly, and the people who needed to be there to spend the time, effort, and money to reform it didn’t show up. Others from our community stepped in, worked hard, and put in a lot of time and effort, even if they had never done it before. Intersect doesn’t have enough money to survive for five or ten years like certain other entities that don’t have to do anything and aren’t accountable to anyone, yet lecture everyone else about their accountabilities. They have to eat what they kill. They either survive through membership fees, meaning people value the membership enough to pay for it, or the community decides that this is a valuable institution they want to support.

Ultimately, you are in charge of that. If neither of those things happen, it goes away. You’re either going to have anarchy and chaos with an unelected group of people in Switzerland completely in charge of everything on the institutional side, or you’ll need to build another Intersect. But that’s your decision; it’s not mine. You’re in charge of Cardano.

That’s the power of C1694. What you need to do is stop having pointless arguments on Twitter, attacking and attacking, and take a step back. Consider the value of institutions and whether you want your institutions to be accountable to you. Institutions take complexity and turn it into simplicity. The budget is a hyper-complex process, but it simplifies things.

The roadmap is also complex, but it makes it simpler. Coordinating thousands of people in dozens of countries and getting them to have a voice is a complex process, but institutions make it simple. Just show up to the workshop; that’s basic stuff. That’s what an institution does for you. As a delegate or a constitutional committee member, what if you have a deep and detailed technical question or philosophical question?

Who is your staff to help you answer that? Are you just supposed to know everything? Or is there something else that helps you? That’s the point of institutions: governance support. It’s written into the mandate of Intersect to provide that so you, as a delegate or constitutional committee member, can engage.

One of the utilities they’re supposed to provide is support staff to give you answers to hard questions. For example, what are the consequences of going to a TH000 over 500? It would be nice to have a group of people provide an objective, fact-based pro and con of that. Is it perfect? No, but it seems valuable for governance to make smart decisions.

Otherwise, how are they going to make decisions? It was popular on Twitter to say yes, that’s our standard of governance, but we need to remove any notion of depth and analysis in what we do. It takes a village; you have to bring everyone together. Members-based organizations, for better or worse, weigh the needs of the people. That’s why it should have been created a long time ago; it would already have years of maturity, hundreds of millions of dollars behind it, tons of great processes, be highly efficient, and most importantly, 100% community-controlled.

That was the vision. That’s what I tried to do and failed. So we tried again. If you don’t want it, that’s your decision, but understand the wisdom of it. No one is smarter than everyone, and the goal here has always been to get you in charge.

That’s always been the goal, and the budget is a reflection of that. You have to make that decision. I figured I’d make this video to tell people to cut it out. I appreciate differences of opinion and people sharing their rationale, but let’s have a fact-based conversation. Intersect is an American not-for-profit organization.

You just saw it. They are not controlled by some shadowy cabal in the Cayman Islands; it’s quite the opposite. The Cayman Development Foundation is a wrapper for cryptocurrencies and manages those assets on behalf of Intersect and for others. It was created specifically to be a wrapper to receive budget oversight. That’s the fact.