Freegle Board Minutes January 2016

Meeting of Directors of Freegle Limited held on 13th January 2016 at 8pm by Skype Chat

MEMBERSHIP OF FREEGLE LTD

All Freegle Volunteers are entitled to be Members of Freegle Ltd

Registered in England as an Industrial and Provident Society for the Benefit of the Community.

http://freegle.it/JoinFreegleLtd

NEW MEMBERS

Many thanks for their support go to:

Susan Anderson, Nigel Bishop, Vaughn James, John Benson and Martin Walker.

CURRENT BOARD

Andrew Ludlow (Andy), Andrew Trusty (Trusty), Cat Fletcher, Christian B, Edward Hibbert, John Carroll, Ollie Clark

BOARD VACANCIES

There are currently 2 vacancies.

The Board would welcome applications from interested Members.

board@ilovefreegle.org

APOLOGIES FOR ABSENCE

None

Chairman Edward

Minutes Alison via text transcript

DECLARATIONS OF INTEREST

This is now at

https://docs.google.com/document/d/1M5J1pKrHfqwqdgPJufwZMmDKSZuOdinPVRuZGxvSYNA/edit

RISK REGISTER

See https://docs.google.com/a/ehibbert.org.uk/spreadsheets/d/1RQ3Uzgt7Lf_RTRRH8vdySOYXzqnHI-JxG1SVBeykctI/edit#gid=0

• Risk of inconsistency of service reduced slightly as there is discussion on Development.
• Risk of financial resources reduced as we have received the Microsoft cheque.
• Risk of loss of key individuals reduced slightly as we have secured Edward for a year.
• Risk of vulnerability of technical infrastructure reduced as our platform development is under way.

This still leaves a dangerous risk of loss of key individuals. The Board discussed that the risk for Edward had been reduced with the Microsoft funding but not so for Cat. It was suggested that Cat make a clearer distinction between what she can do voluntarily and what needs payment. It was agreed that loss of IT support would pose an immediate threat, whereas loss of media support would be a longer term problem.

Action Cat

MATTERS ARISING

• Cat/Edward actioned newsletter; Nimber and MGP paid for inclusion. Meeting arranged with Nimber for 26th January to discuss.
• Cat has emailed Sally with a view to handing over business cards to Her..
• Cat was going to take over Selsey and use as a trial of new volunteer approach. She will email GAT about this.
• Cat was asking a couple of people about being patrons (Ellen MacArthur, Gordon Roddick, Kevin McCloud).
• Cat/Edward to consider fundraising event Waste House in early 2016. This is now a key focus for engagement with Rory Stewart (Parliamentary Under Secretary of State at the Department for Environment, Food & Rural Affairs).
• Edward to work with Paul Varags for fundraising ideas. On hold pending.business plan which needs signing off.
• Edward to collect Board biographies for Chris. On hold.
• Loans - Edward has been discussing with Dominic and is trying to get advice from a friendly barrister, who hopes to look at this at the end of January.
• Returning Officers -

There was an un-minuted discussion on a possible proposal.

Ollie to lead on this task.

Action Ollie

REPORTS

Platform (John)

We need to add/update a risk around platform support, and look to a realistic plan to mitigate or have alternatives. It was agreed that Edward, as developer, would provide updates on progress. The next one was expected to be the on the release of a new beta version 2 of ModTools.

Fundraising (Edward)

Microsoft:

• Cheque has arrived and gone to Unity.
• It is now pretty clear that this is all Microsoft will do.

GAYL:

• Sainsbury’s payment card - we have promoted in the newsletter.

FD:

• £283 in the last 30 days.

Business plan is with the Board to review. It was agreed that each Board member would re-read the plan, consider the priorities and poll over the weekend after the meeting. The Board will ask Christo incorporate these changes into the business plan. When agreed he will put before funders. Rory Stewart asked for a proposal for funding which he can put forward to suitable philanthropists. We have asked for some guidance on what he wants but should capitalise on this opportunity.

We still need a case for support (which is separate) which Edward will run past Paul Varags. Cat has ideas for who to send this to once we have it.

It was noted that Freegle still has a surplus of unspent funds that could be spent on achieving more, unless we have a clear plan for future expenditure.

Decisions are still to be made on priorities for spending. The priorities include Volunteer manager, Mobile app and Fundraising Manager. It was noted that a platform which provides easier moderation will increase the amount of time available for moderators and therefore probably increases the importance of a volunteer manager to channel this extra time usefully.

Finance (John)

Board agreed to take responsibility for the Freegle UK bank account from the Reps Jane has expertly combined the reporting of the two bank accounts in advance of the demise of the Freegle UK account.

1.Current Combined FY Position for Freegle

a.Income - £4,975

b.Expenditure - £6,180

c.Status of Funds - Freegle combined Bank accounts currently stands at £16,904

2.Issues to resolve

a.What should we do about the Tech/media/Volunteer budgets

b. Sort new authorisers for the Ltd account

c. Finalise the switch over tasks that are only half finished

3. Confirm with Jane the need to close the Uk account – In progress

Will accelerate these tasks once the platform stuff is put to bed.

Action: John

Board Secretary (Edward)

Edward is doing agendas; Alison is doing minutes.

Company Secretary (AndyL)

Alison posted documents to Edward; scans are maintained in https://drive.google.com/drive/u/0/folders/0B-1RmuJEJbouS1NNWU02OWpRVjQ There were 6 new Members, taking the total to 116 Members, 1 awaiting Member details.

Chief Technology Officer (Edward)

Hosting:

• Servers now stable and hosting FD + ModTools + platform development.
• Backups going to Google storage; we are on a free trial which will end soon, then we’ll see how affordable that is.
• Edward is talking to Bytemark about how to handle archive storage of images. At the moment we rely on Yahoo to store many of our images for us, and there is a potential issue with the new Platform as we move to storing them ourselves.

ModTools:

• Beta of new version will come this month. Once this is live I will move on to getting FDv2 working against that backend.

FD:

• No real changes.
• Edward will liaise with Kwame once when the new platform is further underway.
• Wellspring food project - action on them to secure funding. Nothing from them recently.
• We have had contact with Olio, a foodsharing project with app.

Yahoo:

• No movement on the issue of Yahoo losing some messages.
• Edward’s contact was helpful in server move - so still exists but has limited use.

Media (Cat)

• Cat/Edward met with Rory Stewart; he is up for doing an event with us to get publicity. Action on us to suggest a couple of ideas - Waste House is favourite.

He also asked DEFRA to look at what publicity their team can get for us.

• FRN CO2 info access

Cat will continue working on this and feedback.

• Friday Ad update

Cat needs to check with Ed about tech progress and then follow up about any extra stuff we can do (publicity etc) She will put Edward in touch with the IT contact at Friday Ad.

• City Reuse Depot

At the moment the shipping containers are trapped on a plot of land with 10 tonnes of aggregate blocking access The council are working on getting Cat another site. She expects the move to happen in Feb/March.

Volunteer Support (Edward)

We are not able to find a volunteer to lead on this task. It is a possible candidate for MS funds.

We need a job spec for this, once the business plan (which covers it) is complete.

Health and Safety (Ollie)

Nothing to report.

Development (from Jacky)

(Last report, 25th November)

Since last report:

We have updated the wiki to give guidelines for the mentors to use in handing over caretaker groups for new owners - http://wiki.ilovefreegle.org/Caretaker_Groups

Finance Procedure amendment for requirement of Contract for Services was recommended to the Board and is now in operation -

http://wiki.ilovefreegle.org/Finance_Procedures#11._Tendering .

This change was noted on the revision page for finance documents - http://wiki.ilovefreegle.org/Finance_Documents_Review

Media - no further discussion on various media tasks. Suspect the outstanding tasks are likely to always struggle to be tackled unless there is a national team of volunteers prepared to take group media/publicity/promotion stuff forward and enthuse local volunteers.

Best Practice - a review is taking place of recommended Best Practice for running a local group. Slow progress, but it is providing some interesting discussion which might inform new platform decisions as well as clarifying any changes that might have evolved over the years since Yahoo-only days. As these are guidelines, the changes in wording are being polled on Development and then changes made to the wiki as appropriate. Central will be informed as part of the usual Development report. As with other advice on the wiki, however, it is unlikely to provide much impetus for change in all groups unless there is pressure to do it. A new platform hopefully will be able to address some of the outdated rules of some groups, and through sheer ease of use help with a culture change of treating members as responsible adults!

Reps - sent out final report to Central and all groups to confirm handover of all assets from Freegle UK to Freegle Ltd. Freegle UK Bank account still running whilst some final payments are concluded, but now in control of the Board. The Reps discussion group is closed for discussion, remaining Reps have stayed as owners until at least 6 months have passed, then will inform Board when it is closed completely.

Wiki - final wiki review completed to classify all Freegle UK documents and pages as historic documents and to add information about the final changeover.

- the wiki needs updating on FD and Yahoo workings, but there seems little point in pushing for someone/a team to do that as it will have to be adjusted again with the introduction of the new platform. It might be prudent to identity someone to do that updating alongside the development of the platform, with 'pages in pending' available for implementation as soon as people request them. A lot of people find the wiki difficult to navigate so any expertise out there for writing simple pages and structuring the information in easy to digest pieces would be good to get on board.

ANY OTHER BUSINESS

• Edward would like us to get a debit/credit card for regular payments such as Paper.li, Google storage. Unity have this: https://www.unity.co.uk/banking-services/unity-corporate-multipay-card/
• Communication

Ollie has agreed to respond to emails received in the Board mailbox. He will liaise with the Board as appropriate and send holding replies, if necessary.

DATE OF NEXT MEETING

To be decided.

CONSENT AGENDA

It was unanimously agreed:

• We approve the last Board minutes
• Freegle Ltd should pay Cat £250 for festive eNewsletter published early December as per

http://wiki.ilovefreegle.org/Freegle_Board_Minutes_4_November

• Freegle Ltd should enter into partnership with My Green Pod, as per revised proposal 18/12/15

https://uk.groups.yahoo.com/neo/groups/FreegleBoard/conversations/messages/4778

• We are happy for Jane to run a sales ledger within the accounts google doc as per

https://uk.groups.yahoo.com/neo/groups/FreegleBoard/conversations/topics/4706

• Freegle should reimburse Edward £88.40 for travel to London to meet Rory Stewart.
• Freegle Ltd should reimburse Cat's train fare £15.40 for meeting in London with Defra see

https://uk.groups.yahoo.com/neo/groups/FreegleBoard/conversations/messages/4688

• We should leave the name of FreegleUK-Central unchanged
• We agree to the GAT report to recognize the voluntary disaffiliation of Jacky's three Waste not want not groups as in:

https://uk.groups.yahoo.com/neo/groups/FreegleBoard/conversations/messages/4629

• We approve the change to the Finance Procedures described in

https://uk.groups.yahoo.com/neo/groups/FreegleBoard/conversations/topics/4611

• We approve the payment of £19.40 for Cat's travel costs to nesta meeting on 2nd December in London

https://uk.groups.yahoo.com/neo/groups/FreegleBoard/conversations/topics/4586

• We approve travel of £41 for Edward to attend the Nesta event. If Cat attends, that will be a separate poll.
• We (Freegle and Supplier - Edward) approve the linked document to be used for the award of contract for developing the New Freegle Platform
• We approve the new GAT procedure

The meeting ended at 21.23.

Links

• Freegle Board

• Board Meeting Procedure

• Board Role and Remit

• Board Standing Agenda

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