AGM 2022 Minutes
Minutes of the eighth Annual General Meeting
held on Freegle Central between 00.00hrs 29 August 2022 and 11.59hrs 4 September 2022
Edward Hibbert (Board Chair) chaired the meeting.
1. Quorum Declaration and Apologies for Absence
Thirty-two Members attended. Two apologies for absence were received.
Edward welcomed everyone to the meeting.
2. Minutes of 2021 AGM
The minutes of the 2021 AGM were approved unanimously by 27 votes.
3. Matters Arising from 2021 Minutes
Edward presented a brief summary of matters arising from the AGM last year. These have been reported in the Board Minutes and/or in the Wiki Report.
This had been running for some time. The MicroVols section was added to ModTools, which allowed moderators to see the more active members who were suitable as volunteer mods. Edward advised volunteers to look at this feature.
A separate Training Team had been set up. Their report is contained within the Board Annual Report.
This was covered in the Board Annual Report.
3.4 Making Mods’ Lives Better
The balance between national teams and local groups had been discussed during the year, especially in the area of banning members and how to handle problems that this presents.
3.5 Volunteer Agreement
This was changed to ‘Our Aims’ and will be shown to volunteers once a year via ModTools.
3.6 AGM Procedure
It was agreed that agenda items should be started with an Announcement. The Returning Officers agreed to consider the AGM process.
4. Board Annual Report 2022
Edward presented the Board Report which was accepted unanimously.
5. Finance and Auditors Report 2022
This was included within the Board report
It was accepted unanimously.
The AGM approved the disapplication for a full professional audit for the Freegle Ltd accounts 2022/23 and accepted an independent examination by a qualified auditor. This was in line with the procedure used previously. In the laws governing Registered Societies, a full professional audit is only required if there was a turnover of over £10.2m or assets in excess of £5.2m. As we did not get anywhere close to these figures the expense and time for a full audit seems excessive when our accounts are confirmed by a qualified accountant through independent examination. More information can be found at: http://www.legislation.gov.uk/ukpga/2014/14/section/84 and https://www.fca.org.uk/publication/finalised-guidance/fg15-12.pdf Section 84
5.1 Financial Sustainability
Edward explained that we had an underlying structural deficit of almost £30,000. Thanks to donations and winning competitions we had a surplus, but we needed to decide how best to use this money to ensure that in the long term we could
- meet our basic costs
- reduce our dependence on key individuals.
The Board considered that we should not continue to rely on money from competitions and organised campaigns. It was their view that the incoming Board would favour investment of the surplus into projects that would bring rewards in the future. Edward sought opinions on this proposal.
Some reservations were expressed on whether spending so much of our reserves is wise when we have to consider meeting our obligations to contractors.
Suggestions were made for other ways to raise money:
- Invest more money into council sponsorship of groups
- Pay a fundraiser
- Pay an organisation to submit funding bids on our behalf
- Charge group members a £1 fee
- Charge a joining fee if the first post is a Wanted
- Charge volunteer moderators for running their groups
- Make groups free for everyone with optional paid membership
- Join forces with other reuse groups
- Make it very easy for group members to donate one-off or regular amounts
- Use ads that generate more income
- Educate group members over a period of time about how Freegle is run, perhaps via a newsletter
- 100 Club
The pros and cons of these suggestions were discussed.
There was some support for asking group members to pay, but the weight of opinion was that we should not pursue this strategy. It was felt that it could be off-putting for group members and difficult in a time of economic uncertainty. Concerns were also raised about the extent to which volunteers could be demotivated by these methods.
Edward explained that the Board were considering the possibility of payments to a company to submit funding bids on our behalf.
The Board have contracted Anna for an extra half day for council engagement work.
6. Annual Director Resignations and Election 2022
For the AGM of 2022, the elected Directors voluntarily standing down were Andy Ludlow, Dee Moss and David Greenfield. The Board made one co-option during the last term, Mike Paterson, so Mike’s term of office finished at the AGM.
Four Directors in total stood down which created a total of four vacancies, as the Board comprises nine elected Directors for nine places. The election for new Directors commenced 28th July 2022 with a nomination deadline of 7th August 2022. Four out of six nominations were confirmed as candidates so, because there were not more candidates than vacancies, they were elected unopposed.
We welcomed elected Directors David Greenfield, Mike Jury, Mike Paterson and Penny Townsend to the Board.
7. Other notified business
8. End of Meeting
Edward thanked everyone who contributed and followed the meeting.