Organizational Structure

From Fat Cat Fab Lab

Organizational Structure

Being FCFL is a Not-For-Profit, the structure of Fat Cat Fab Lab can be whatever we want it to be, though we strive to have a relatively flat structure and self-organized hierarchy.

Bylaws

The Bylaws document defines how the FCFL Board of Directors operates. It includes definitions of Officer roles, how the Board votes, and how Board Members are elected.

The current Bylaws can be found here: File:Fat Cat Fab Lab Bylaws - Oct 09 2023-Signed.pdf

Roles

  • Executive Director
  • Board of Directors
  • Member Committees
  • Members

Executive Director

  • Currently, Fat Cat Fab Lab does not have an Executive Director.

The executive director runs the everyday operations of a not-for-profit. In this role, he or she has full authority and accountability for the leadership of the organization’s programs and activities. The individual fulfilling this role is accountable for the financial performance and decisions they make on behalf of the organization.

Board of Directors

What is the FCFL Board?

The board of directors’ responsibility is to govern the organization and serve the best interests of Fat Cat Fab Lab. The FCFL Board of Directors tends to engage to a large extent in the day-to-day operation and running of the lab.

From a practical standpoint, the FCFL Board handles:

  • Financial responsibilities including paying taxes, rent, and overseeing purchases for the lab
  • Managing Memberships and Member Data
  • Creating rules and policies for the benefit of the space and its members
  • Enforcing policies and settling conflicts between Members
  • Fostering community at Fat Cat Fab Lab

What do I need to do as a FCFL Board Member?

  • Attend Board Meetings and Vote on agenda items
  • Carry out the particular duties of your Chair (President, Vice President, Treasurer, Secretary)
  • Be present in Board planning sessions
  • Take on the volunteer work and tasks necessary to keep FCFL running
  • Take care with sensitive PII (Personally Identifiable Information) and financial data.
  • Strive to make FCFL a better place

Board Member Qualifications

Per the Bylaws, in order to become a member of the FCFL Board of Directors, you must meet the following qualifications:

  • Must be a current dues paying Member of Fat Cat Fab Lab
  • Must have been a Member of FCFL for at least four months. The four months can be broken into separate spans of time.
  • Must be present and active in the community of FCFL, as determined by the Board.

How do I become a Board Member?

A new Board is elected annually at the Board of Director's annual meeting. Board Members are elected in a three step process.

Nomination period

Any dues paying FCFL Member can nominate themselves or another Member for candidacy, if they meet the qualifications. At the end of the Nomination Period, all candidates meeting the qualifications and with 2 or more nominations will be placed on the "Nomination List". Current Board Members will be automatically added to the Nomination List.

Voting Period

After the Nomination Period closes, Members will vote "yes" or "no" for each individual on the Candidate List.

Election Process

First, the Board will consider any majority of "No" votes for a current Board Member. Majority is defined as > 50% of the casted Member votes. They will hold a vote of termination of that Board Member, with the FCFL Members cumulative vote being counted as a single vote with 40% of the total voting power of the Board. (currently, the math works so that just one Board Member would need to agree with the Members to terminate the Board Member in question).

Second, the Board will hold a vote for the current Board Members to be re-elected back into the Board for another term. Any terminated Board Member may not be voted back in.

Finally, the Board will vote on FCFL Members to join as a new Board Member by starting from the highest FCFL Members votes on the Candidate List and ending when all seats of the Board are filled, with the FCFL Members cumulative vote for each candidate being counted as a single vote with 20% of the total voting power of the Board.

Board Meetings

Generally meetings occur twice a month on Mondays at 7pm ET, but additional meetings are scheduled on an as-needed basis. All Members are welcome to view and contribute to the current list of open agenda items by emailing info@fatcatfablab.org

Meeting Minutes and Notes

A full history of minutes of the Board of Directors and Town Halls since September 2021

Reference: video & PPT - Can My Business Be a Nonprofit?

https://learning.candid.org/training/can-my-business-be-a-nonprofit/ https://www.slideshare.net/benoitwirz/how-to-decide-non-profit-vs-for-profit-7957294


Resources:

Not-for-profit boards are accountable for fiduciary duties which include:

  • Hiring and monitoring the chief executive, setting appropriate compensation for leader, and setting goals for the organization. This duty also entails planning for executive succession and conducting executive director performance evaluations.
  • Ensuring that they establish conflict-of-interest and whistleblower policies and that they accept responsibility to honor the lines of authority between the board, executive director, staff, and volunteers.
  • Supports governance decisions inside and outside the board room, operating as a single unit in supporting the executive director, and carrying out the board’s decisions.

Reference: https://www.boardeffect.com/au/blog/building-a-strong-not-for-profit-board-executive-partnership/

What makes a good board member PDF.

An Effective Board-Executive Partnership Supports Respective Roles

The board should set up a committee to develop job descriptions for board members, the executive director, and any other top-level executives. It’s essential for everyone to be clear on the roles and expectations of everyone’s position.

  • The Board of Directors should have no less than 3 active Board Members.
  • There is no upper limit to the number of FCFL Board Members

G10229-RG-Not-for-Profit-Governance-Summary-Resource-Guide-April-2019.pdf

Responsibilities of Directors of Not-For-Profit Corporations Right-from-the-Start

Reference: To Pay or Not to Pay: Compensating Nonprofit Directors and Officers

https://wagenmakerlaw.com/blog/pay-or-not-pay-compensating-nonprofit-directors-and-officers

Reference: Responsibilities of Not-For-Profit Board of Directors - WithumSmith+Brown

https://www.withum.com/resources/responsibilities-not-for-profit-board-of-directors/

Responsibilities Of A Not-For-Profit Organization’s Board Of Directors

What are some of the responsibilities of a non-for-profit organization’s board of directors? As the governing body of the organization, the board has many responsibilities. Following are some of the responsibilities your board should be aware of:

  1. LEGAL COMPLIANCE AND PUBLIC DISCLOSURE

The organization’s governing board is ultimately responsible for overseeing and ensuring that the organization complies with its legal obligations and detecting and remedying any wrongdoing by management. This responsibility should lead to the development of a code of ethics and conflict of interest policy. The board should also ensure that appropriate information is widely available to the public in order to raise its profile within the community(ies) it serves. In this regard, the board is responsible for review and approval of Form 990 which is a public document and available to the public upon request. The board should not only ensure the correctness and completeness of Form 990 but ensure that the organization’s mission and accomplishments have been accurately disclosed. The board should also be mindful of its responsibility for the administration of employee benefit plans and filing requirements and governmental reporting.

  1. EFFECTIVE GOVERNANCE

The board bears the primary responsibility for ensuring that a not-for-profit organization fulfills its obligations to the law, its donors, its staff and volunteers, its clients and the public at large. The board is also responsible for the selection and evaluation of the chief executive. The board must protect the assets of the organization and provide oversight to ensure that its financial, human and material resources are used appropriately to further the organization’s mission. A best practice includes forming an independent board to include members with diverse backgrounds and experience. Additionally, the board should have processes that include regular self-evaluations and reviews of governing instruments and the organization’s mission.

  1. STRONG FINANCIAL OVERSIGHT

The not-for-profit organization must maintain complete, current and accurate financial records. The board should receive and review timely reports of the organization’s financial activities and should institute policies and procedures to ensure that the organization manages and invests its funds responsibly. The board should approve the annual budget and monitor actual performance against the budget, noting that a significant portion of its annual budget should be spent to pursue its mission. The board should always ensure adequate resources are available to fulfill the mission. A balance should be maintained between utilizing resources for today’s mission while ensuring the future of the organization.

  1. RESPONSIBLE FUNDRAISING

Adequate training and supervision should be provided to individuals soliciting funds on behalf of your organization, and proper record keeping should be expected.

****A bunch of good makerspace documentation examples

good example of roles and division of Leadership – Lowell Makes https://lowellmakes.com/leadership/

Frequently Asked Questions – BOSTON MAKERS - https://www.bostonmakers.org/faq/

FAQs | Artisan’s Asylum BookStack - https://bookstack.artisansasylum.com/books/member-handbook/page/faqs

Resources for New Instructors - https://bookstack.artisansasylum.com/books/instructor-handbook/page/welcome-to-artisans-asylum-resources-for-new-instructors

example roles and titles - Staff and Lead Directory | Artisan’s Asylum BookStack - https://bookstack.artisansasylum.com/books/member-handbook/page/staff-and-lead-directory#bkmrk-staff

organizational structure - Solid State Depot, Boulder Hackerspace https://boulderhackerspace.com/wiki-embed/

Bylaws - SolidStateDepot https://boulderhackerspace.com/wiki/index.php?title=Bylaws

Certified B Corporation - https://bcorporation.net/

Membership Materials - Google Drive https://drive.google.com/drive/folders/0B7p6GERMDRBNTmZHa2o4S0JBTUk

Resources - Fort Collins Creator Hub https://www.fortcollinscreatorhub.org/resources/

Rules and Policies - Dallas Makerspace https://dallasmakerspace.org/wiki/Rules_and_Policies

Area Champion - faq [Milwaukee Makerspace Wiki] https://wiki.milwaukeemakerspace.org/faq#what_is_an_area_champion

projectstorage [Milwaukee Makerspace Wiki] https://wiki.milwaukeemakerspace.org/projectstorage

might be good policies to grab from here - Pumping Station: One Wiki https://wiki.pumpingstationone.org/Main_Page

https://docs.ampled.com/coop/

https://www.fwb.help/wip/what-co-ops-and-daos-can-learn-from-each-other

https://mothership.disco.coop/DisCO_Mothership_Governance_Model#Introductory_Articles.2C_Infographics_and_Other_DisCO_Governance_Resources

to do -add faqs and wiki to gitbook https://www.fatcatfablab.org/faqs

https://civicrm.fatcatfablab.org/wiki/fcfl-wiki

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