Director Induction Information: Difference between revisions

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==Background==
==== Election of Directors ====
Freegle UK started life on 11 September 2009.  More details on our history are at
[[Potted_History]]


Initially we were governed by elected Reps.  We were unincorporated which meant that individuals may have had to take personal responsibility.  This made it difficult for us to enter into partnerships with or get funding from other organisations.
Annually, in accordance with our [[Rules#Retirement_Cycle|Rules]], one-third of the elected Directors retires from office.  Elections are conducted by appointed Returning Officers, who will guide candidates through the timetable and any other requirements.  Elections are open to all Members of Freegle.  


A committee was formed to suggest a solution to this problem which resulted in
Freegle UK voting to become an Industrial and Provident Society (now known as Registered Societies). 


Freegle Ltd was formed as a holding company with 3 Reps as Directors.  The Company
==== Co-option of Directors ====
was converted from a Company Limited by Guarantee to an Industrial and Provident Society on 13 June 2014, IPS Registration 32410R.


https://mutuals.fsa.gov.uk/SocietyDetails.aspx?Number=32410&Suffix=R
The Board can co-opt a Freegle Member Director to fill an elected vacancy. They can also co-opt up to two external independent Directors who need not be Members.


We are regulated by the Financial Conduct Authority and subject to Rules which were agreed with them:


http://www.fca.org.uk/
==== Following Election or Co-option to the Board ====
 
http://wiki.ilovefreegle.org/Rules
 
We were very fortunate in receiving practical help and funds from Co-operatives UK.
 
Freegle UK elected 9 Directors in February 2014 and these were appointed as Directors by the Founder Members (the 3 Rep Directors) on 21 June 2014.
 
We were granted exempt charity status by HMRC in March 2015, which means that we are entitled to gift aid on donations.  This is not the same as being a registered charity, which means that you are registered with the Charity Commission.  An IPS is exempt from registration (which actually means you cannot register).  Nowadays an IPS is called a "Registered Society".
 
==Role of the Board within Freegle==
As a grassroots organisation the Board of Directors takes joint responsibility for Freegle Ltd and is answerable to the Members who elect us.  You can find more details and the role description of a Freegle Director here:
 
http://wiki.ilovefreegle.org/Freegle_Board
 
https://docs.google.com/document/d/1HFgRRDk3N1R06bDOQpBERkNYFrcp_N8ptiMxSUmn-lY/edit
 
https://www.gov.uk/charity-trustee-whats-involved#how-to-become-a-trustee
 
All Volunteers are entitled to be Members of Freegle Limited.  This means they have one share and entitles them to vote in AGMs and stand as a Director.  They are required to pay a £1 membership fee.
 
There is a register of Members which is kept by the Company Secretary.  You should be given access as Membership is subject to Board approval.  This is delegated to the company secretary who informs us of new Members at each Board meeting.
http://freegle.in/JoinFreegleLtd
 
==Structure of the Board==
The first Freegle Ltd Board allocated the following roles to individual board members:
*Chairman
*Company Secretary
*Finance Director
*CTO
*Head of Media
*Board Secretary
*Fundraising
 
The Board also appoints Board Secretary, 2 Ombudsmen, 2 Returning Officers and the Treasurer.
 
==Relevant Policies and Procedures==
Freegle accounts are held at
 
http://freegle.in/accounts.
 
We have online banking with Unity Trust Bank.  2 people are required before a payment can be approved.  ?[a] signatories are required for the account.  The Treasurer is copied into board mails relating to financial matters.
 
We have a Conflict of Interest procedure at:
[[Conflicts_of_Interest_Procedure]]
 
We also maintain a Risk Register, at:
 
https://docs.google.com/a/ehibbert.org.uk/spreadsheets/d/1RQ3Uzgt7Lf_RTRRH8vdySOYXzqnHI-JxG1SVBeykctI/edit#gid=0
 
The first Board approved and adopted a range of policies and procedures for Freegle Ltd.  They are all uploaded onto the Freegle Wiki, and are listed here:
http://wiki.ilovefreegle.org/Freegle_Ltd_Adopted_Document_Summary
 
The Freegle Wiki provides extensive information on Freegle UK and Freegle Ltd decisions and resources for moderators:
http://wiki.ilovefreegle.org/Welcome_to_the_Freegle_Volunteer_Wiki
 
The pages specific to the Board are categorised together and can be found via:
 
http://wiki.ilovefreegle.org/Category:Freegle_Board
 
==Following Election/Appointment to the Board==


The initial information exchange between the Board and a new Director will include:
The initial information exchange between the Board and a new Director will include:


* Access to the Board discussion group.
'''* Introduction to other Board members'''
* Access to the Board discussion group
* Inclusion on the Board Register of Directors
* Inclusion on the Board Register of Directors
* The new Board member will be required to present (either visibly or via sending copies to secretary@ilovefreegle.org) ID, including proof of identity (passport, driving licence) and proof of address (utility bill in the last three months). This will be logged as seen in the director's register. No copies of the proof of ID will be kept on file.
* Explanation of [[Conflicts of Interest Procedure]]
* A Fit and Proper Person Form must be completed at the induction stage and also at the re-election at an AGM for every board member.
* The new Board member will be required to present (either visibly or via sending copies to secretary@ilovefreegle.org) ID, including proof of identity (passport, driving licence) and proof of address (utility bill in the last three months). This will be logged as seen in the Directors' register. No copies of the proof of ID will be kept on file.
 
* A Fit and Proper Person Form must be completed at the induction stage and also at the re-election at an AGM for every board member  
==Responsibilities of Directors==
 
The Board discusses day to day matters on the Board Group and uses polls to help with decision-making.  Board members are expected to read all mails on and contribute regularly to this group.
 
As well as Freegle UK Central there are 3 working groups to which all volunteers are entitled to join.  All board members should be on at least daily digest on these groups, to gain an understanding of the current work and opinions of Members and Volunteers.
 
https://freegle.in/Tech
 
https://freegle.in/Development
 
https://freegle.in/Funding
 
A Board meeting is held once a month by Zoom; board members are expected to attend, submit reports of work they have undertaken and participate in discussion.  Formal minutes are produced and can be found here:
 
http://wiki.ilovefreegle.org/Category:Freegle_Board_Minutes
 
http://wiki.ilovefreegle.org/Board_Meeting_Procedure


There is a google spreadsheet which contains confidential details of the Directors and passwords for accounts accessed by the Directors.
'''* Access to:'''
** Board timetable of meetings
** Previous Minutes of Board Meetings and current Action list(s)
** Board calendar
** Discourse (central discussion group for all volunteers), if not already included
** Introduction to key non-Board role holders if relevant


'''Early Reading:'''
*https://wiki.ilovefreegle.org/Director_Handbook - basic information set out as a handbook within the Freegle Wiki
*https://wiki.ilovefreegle.org/Freegle_Ltd_Annual_Reports - link to the Board's Annual Reports, presented each year at the AGM


'''The Board will ensure that the following are also actioned as needed:'''
* Informing FCA of change in Directors
* Updating Company records with Companies House
* Updating the wiki with new Director information - [[Freegle Board]] and [[Board History]]
* Updating Modtools>Teams>Boards with new Director information


LINKS:


*[[Freegle Board]]
Link: [[Director Handbook]]
*[[Document Approval Policy]]
*[[Glossary]]


[[Category: Freegle Board]]
[[category:6.Director Induction Information]]

Latest revision as of 09:47, 10 September 2024

Election of Directors

Annually, in accordance with our Rules, one-third of the elected Directors retires from office. Elections are conducted by appointed Returning Officers, who will guide candidates through the timetable and any other requirements. Elections are open to all Members of Freegle.


Co-option of Directors

The Board can co-opt a Freegle Member Director to fill an elected vacancy. They can also co-opt up to two external independent Directors who need not be Members.


Following Election or Co-option to the Board

The initial information exchange between the Board and a new Director will include:

* Introduction to other Board members

  • Access to the Board discussion group
  • Inclusion on the Board Register of Directors
  • Explanation of Conflicts of Interest Procedure
  • The new Board member will be required to present (either visibly or via sending copies to secretary@ilovefreegle.org) ID, including proof of identity (passport, driving licence) and proof of address (utility bill in the last three months). This will be logged as seen in the Directors' register. No copies of the proof of ID will be kept on file.
  • A Fit and Proper Person Form must be completed at the induction stage and also at the re-election at an AGM for every board member

* Access to:

    • Board timetable of meetings
    • Previous Minutes of Board Meetings and current Action list(s)
    • Board calendar
    • Discourse (central discussion group for all volunteers), if not already included
    • Introduction to key non-Board role holders if relevant

Early Reading:

The Board will ensure that the following are also actioned as needed:

  • Informing FCA of change in Directors
  • Updating Company records with Companies House
  • Updating the wiki with new Director information - Freegle Board and Board History
  • Updating Modtools>Teams>Boards with new Director information


Link: Director Handbook

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