AGM 2024 Minutes

Freegle Limited

Minutes of the tenth Annual General Meeting

Held between 8.18am 4th September and 7.26am 7th September 2024

Location: AGM 2024 Group on Discourse online forum https://discourse.ilovefreegle.org/c/agm-2024/14

Edward Hibbert (Board Chair) chaired the meeting.

Edward welcomed everyone, Members and Volunteers, to the meeting. https://discourse.ilovefreegle.org/t/welcome-to-the-2024-freegle-agm/7860

1. Apologies for Absence

Just one apology for absence, from George Message of Price & Co, our Auditors, was received and accepted.

2. Quorum Confirmation

42 Members confirmed as attended, so the quorum was met to proceed with the meeting. (https://wiki.ilovefreegle.org/Rules#Quorum)

3. Minutes of the 2023 AGM

AGM 2024 - Agenda Item 3 - Minutes of the the last meeting
https://wiki.ilovefreegle.org/AGM_2023_Minutes

Approved with a clear majority of 23 votes and 1 abstention https://discourse.ilovefreegle.org/t/agenda-item-3-minutes-of-last-meeting/7861/4

4. Matters Arising from 2023 Minutes

Edward presented a brief summary of the two matters arising from the AGM last year.

4.1 Discussion threads at AGMs

Thanks to Chris Cant who has created a separate forum https://discourse.ilovefreegle.org/c/agm-2024/14 on Discourse to facilitate the AGM discussion this year. The forum is open for the duration of each AGM and future AGMs will have their own separate forum created. It was felt that this made it easier for people to follow.

Agreed: The Board will ask Chris Cant to set up a new group in advance of each future AGM

4.2 Members who harass or behave questionably

The original point raised at the 2023 AGM can be found here https://discourse.ilovefreegle.org/t/agm-2023-agenda-item-10-notified-business/6648

There was some support for implementing a system whereby mods on other or neighbouring groups would be notified in a manner to be identified. Unfortunately, the intention to open discussion on how that would work didn’t happen and has been opened now https://discourse.ilovefreegle.org/t/harassing-members/7864

Action: Edward to consider what might be feasible when sufficient responses received

5. Board Annual Report 2024

AGM 2024 - Board Annual Report https://discourse.ilovefreegle.org/t/agenda-item-5-board-annual-report/7866

Edward presented the Board Report which was accepted unanimously by 26 votes. https://discourse.ilovefreegle.org/t/agenda-item-7-polls/7879

The crux of the report this year is about the need to recruit more skills into the Board and Freegle generally with a view to sharing the workload and more relevantly raising sufficient capital to pay for skills we can’t find from within. Edward will be stepping down as Board Chair now, and next year he will leave the Board. We have employed an external change management consultant, as part of a Strategy Review, (https://discourse.ilovefreegle.org/t/strategy-report-how-to-ensure-freegle-has-a-future/7851), to provide an independent view of Freegle and what is necessary to avoid collapse.

Everyone is encouraged to contribute via the existing discussions in Central here https://discourse.ilovefreegle.org/c/central/9 or by creating new topics if appropriate/better. An ordinary General Meeting if required can be convened if there is adequate demand. (https://wiki.ilovefreegle.org/Rules#Calling_a_General_Meeting)

6. Finance Report and Audit disapplication 2024

AGM Finance Report and Audit disapplication 2024 https://wiki.ilovefreegle.org/AGM_Finance_Report_and_Audit_disapplication_2024

The headline figures for the financial year ending 5th April 2024 were:-

• Total Income £103,687 (2023 fig £151,188)
• Total Expenditure £122,169 (2023 fig £90,213)
• Deficit £18,482
• Reserves of £123,631 (of which £3,760 is restricted for specific expenditure)

The Finance Report was accepted unanimously by 26 votes. https://discourse.ilovefreegle.org/t/agenda-item-7-polls/7879

Edward thanked Jane for her excellent work on keeping the day to day finances in order. Finance Director, Craig, was also noted to have made great improvements in our budgeting.

Expectations are that recent income from PayPal and Councils will be difficult to repeat and therefore we may see a decline. An accounting mechanism means that we may not see it in the accounts for another year or so.

7. Audit request from the Board of Freegle

The Board asked the AGM to approve the dis-application for a full audit for the Freegle Ltd accounts 2024/25. This would be in line with previous procedure and is due to the level of expense for an external auditor and time required from the volunteer Treasurer for a full audit.

The Board also asked the Members to approve the continued appointment of Price and Co as independent examiners for the accounts. Both requests were approved unanimously by 26 votes. https://discourse.ilovefreegle.org/t/agenda-item-7-polls/7879

8. Annual Director Resignations and Election 2024

AGM 2024 - Agenda Item 8 - Annual Director Resignations and Election https://discourse.ilovefreegle.org/t/agenda-item-8-annual-director-resignations-and-election-2024/7872

For the AGM of 2024, some Directors have to stand down in accordance with the Rules (https://wiki.ilovefreegle.org/Rules#Retirement_Cycle) and an election is held to fill vacancies.

For this AGM of 2024, the elected Directors standing down are Edward Hibbert and Jen Williams. Kathryn Bird was co-opted during the last year, and her co-option now ends at the AGM.

This creates a total of four vacancies, to bring up the complement of Directors to nine.

The election for new Directors commenced on 14th August with a nomination deadline of 21st August 2024. There were 3 nominations:

• Matthew Fletcher - self nominated, seconded by Ray Owen
• Edward Hibbert - self nominated, seconded by Melissa Minty
• Jen Williams - self nominated, seconded by Melissa Minty

As there were fewer candidates than vacancies, all three candidates are elected unopposed.

We welcome elected Directors Jen and Edward back to the Board, and Matthew to his first term of office for Freegle.

The opportunity was also taken to thank Edward, on behalf of the Members and volunteers of Freegle, for his outstanding work over 15 continuous years as Chair of Freegle UK and Freegle Limited. Edward carries on as a Director after this AGM, but is standing down as Chair. Rarely missing a day of work in all of this time, he has guided, supported and put in incredible hours to make Freegle the success it is.

9. End of Meeting

AGM 2024 has now finished https://discourse.ilovefreegle.org/t/the-agm-has-now-finished/7882 The meeting was announced as closed at 07.26 on 7th September 2024