How do we ensure that the organizations running hatch are accountable to their mission and stakeholders?
In other worlds who do we establish Governance – the act of governing – which are decisions that define expectations, grant power, or verify performance.
Here how we intend to do it at Hatch
The HatchLab Board of Directors is structured to ensure that the board is a direct representative of the stakeholders in HatchLab and that the board election process is open and clear.
Voting Shares: Springboard holds all the voting shares (Common Stock) in HatchLab and they are exercised by resolution of the Springboard Board.
Stakeholders: the stakeholders in HatchLab are considered to be:
- Springboard Innovation and the communities and mission it serves
- the tenants, representing new enterprise
- impact investors who may chose to fund these enterprises
- the preferred community shareholders, representing the community at large
Size: We propose that he HatchLab Board initially be 7 people: small enough to allow interactive conversation yet large enough to have a diversity of skills and representation.
Nominations: The Board will be elected by the Springboard Board at HatchLab’s public annual meeting. To ensure that stakeholders are directly represented we propose that the nominations for the board will come from different sources.
- Springboard Board nominating committee will nominates 4 candidates
- Springboard Chief Executive will be an ex-officio director (i.e. a director by virtue of their position with the same rights and obligations as other directors).
- Lease holding tenants will nominate a candidate for one position
- The preferred shareholders will nominate a candidate for one position
Besides representation of stakeholders HatchLab will strive to have Directors with legal, financial, investing and startup founding experience. There would be no more than one director simultaneously on both Springboard an HatchLab Boards.
NOTE: The Springboard board has no requirement to elect a nominated candidate, and can instead document it’s concerns and request a new nominee.
Compensation: Directors will be compensated via preferred stock. Expenses will be reimbursed in cash.
Meetings & Time Expectations: There are expected to be 5 in persons meeting a year: 4 regular meetings and one strategy planning / retreat. The expectation is for 40-50 working hours a year from director, and in person attendance at 4 of the 5 meetings.
Terms: Terms would be 3 years, with elections staggered (e.g. two up for election each year)
Officers: Officers – President, Treasurer, and Secretary, Board Chair and Vice Chair – will be elected annually to one year terms by the HatchLab Board.
Initial Board: The Initial board will not have directly nominated preferred shareholder or tenant representation (as those constituencies won’t exist initially). The Springboard board will nominate interim candidates who will serve till HatchLab is in full operation.