Freegle Board Minutes 25 February

Minutes of the Meeting of Directors of Freegle Limited held on 25 February 2015 at 7.15pm via Skype Chat

Directors attending

Alison, Andy, Cat, Edward (Chair), Jacky, Ollie, Tina

Apologies for Absence

John

Declarations of Interest

Edward is a Director of Recycling Lives. There are no conflicts at present. Edward has a financial interest in a charitable fundraising venture from which Freegle may benefit. He will not receive any financial benefit from donations made via this route to Freegle.

Risk Register

No change since the last meeting.

Reports

Fundraising

Edward reported:

1. Matters arising: GAYL – it is a struggle to find ways to convert supporters into shoppers. This will continue to be a useful regular source of income, but unlikely to be enough to fund any major projects.

2. Careicon - some donations received this month, but not that much. Development is still underway, so it’s not really in full steam ahead mode yet.

3. Other - there’s a Welsh funding opportunity Cat might apply for

Finance

Matters arising:

1. HMRC charity registration – some correspondence received, but no registration confirmation as yet.

2. Moving funds from Freegle UK – (John) no progress report

3. Future Virgin donations – (John) liaison with Jane to promote this method of donation to be done.

Discussed:

1. Freegle UK has had the services of a very good external auditor recently.

If the decision at Freegle Ltd AGM is not to disapply the need for an auditor, Karen would be an excellent person to retain. As John is not present, it was agreed to discuss this further.

2. The PACT/Penrith project is still underway, not finishing until October 2015. It would be much easier to keep Freegle UK financially running to accommodate that, rather than trying to shift everything over to Freegle Ltd for the remaining months. If Freegle UK does continue to operate for this, there is no reason why all other assets can’t be handed over to Freegle Ltd as soon as HMRC registration is received. Vote held on whether to recommend to the Reps that this proposal is adopted – carried 5-0

No further report on a financial update or status of funds.

Board Secretary

Alison reported:

1. Matters arising: Policy on conflict of interest – yet to be done.

2. The Returning Officers have been contacted so they will be ready when HMRC registration comes through. No reply as yet.

3. Chris Martin (Open University) research final report received. Agreed Alison will respond on behalf of the Board.

Company Secretary

Andy reported:

1. Memberships have started coming in, currently 67 although some awaiting confirmation of receipt of payment.

2. Procedure for approval of membership needs some adjustment.

3. A reminder bulk mailing for membership should be sent out soon as only Members will be eligible to stand as Director or have a vote at the AGM.

4. More frequent payment updates or view access to the bank account is required.

Volunteer Welfare

Matters arising: Job description for volunteer welfare post – (Edward) no progress so far.

No further report.

Chief Technology Officer

Edward reported:

1. Mobile app – No time to personally evaluate it properly, more people are needed on Tech and Central to give feedback for different devices, appearance, wording, flow, function etc. I’m doing the server side changes Chris needs. I may go to Penrith for a launch.

2. FD v2 - progressing, albeit slowly. Plan to switch before the major Facebook changes (in 63 days). Nearer the time, support@ and info@ will be contacted to try system and help with FAQ.

Media:

Cat reported:

1. Matters arising:

Impact of not doing daily updates on Facebook – Agreed analytics should be investigated to see if there is useful information on website clicks vs FB posting, but with 70k followers the momentum needs to be kept up. Stopping for periods of time doesn’t seem to have a negative effect, but continuous input is hard to gauge for actual positives.

Press release for newly launched groups will be produced asap.

Will post on Central and Facebook for help for a national Freegle Instagram account

Feature in Elle Decoration – awaiting a copy date.

Proposal for generating income from the FD group members newsletter – getting help, so can write up proposal and propose a rate card. We probably should track clicks for evidence, which can be discussed with geeks as proposal firms up.

1. Doing another article/interview for a lifestyle magazine.

2. Quote is required from a Director about the Prime Minister award; agreed Edward would provide

Health and Safety:

No report.

Policy:

Jacky reported:

1. Matters arising:

Mediation and appeals documentation – review completed with Ombudsman.

Paying people guidelines – Structure recommended document for approval.

Communication with volunteers – Growth agreed to bulk mail groups, asking for views and support for a regular mods newsletter.

Remits for working groups and teams - work in progress, hope to finish by next Board meeting.

1. The review of all documents for Freegle Ltd is nearing completion. A list of what has been reviewed and links to the new documents will be provided for the AGM.

2. The review of all wiki pages to check suitability for Freegle Ltd is underway, c.80% checked so far. Completion is awaiting the handover of the groups/assets to Freegle Ltd, with Freegle UK docs being then recategorised as historic and new ones clearly left current as working documents.

Any Other Business

1. GAT Appointment - GAT’s recommendation to appoint James to the team was agreed unanimously.

2. AGM and Board Elections - We are hoping that we will receive HMRC charitable registration by the beginning of April so soon thereafter will be able to hold the first AGM. Director elections will be held during the AGM as well as the normal business of an AGM. All Directors are required to stand down at this first AGM. We cannot have the AGM if we don’t have the charity status but we have decided to pencil in Monday 20 April to Sunday 26 April as a suitable AGM week.

As in previous years with Freegle UK the AGM will be held on Central. The Trading Subsidiary Team recommended that all Volunteers be allowed to participate in the AGM but only Volunteers who are Members are entitled to vote. A quorum will be determined by a 24 hour poll at the beginning of the meeting so these will be the people who are eligible to vote.

Date of Next Meeting

Wednesday 25 March 2015 at 7.15.

CONSENT AGENDA

The Board agreed by unanimous poll on the Board Discussion group to: 1. Close the Legal Working Group and the Board will in future consult with legal opinion as required.

and to adopt the following documents:

1. Minutes of the meeting of 28 January 2015 as a true record

2. http://wiki.ilovefreegle.org/Working_Groups_Procedure

3. http://wiki.ilovefreegle.org/Paying_People_in_Freegle_Guidelines

4. http://wiki.ilovefreegle.org/Appeal_Panel_procedure

5. http://wiki.ilovefreegle.org/Mediation_Service_Procedures

6. http://wiki.ilovefreegle.org/Complaints_Procedure

7. http://wiki.ilovefreegle.org/Ombudsman_Remit http://wiki.ilovefreegle.org/National_Volunteers_Procedure

8. http://wiki.ilovefreegle.org/Contract_for_Services

9. http://wiki.ilovefreegle.org/Freegle_Mailbox_Guidelines

Links