AGM 2025 Agenda
Freegle Limited Annual General Meeting
to be held 15th September 2025, 7-8pm
by Zoom meeting
1. Apologies for absence
2. Quorum confirmation
3. Approval of Minutes of the last AGM held in 2024
4. Matters Arising from 2024 Minutes:
4.a Discussion forum for AGM. After the AGM, it was agreed that the format of the meeting in 2024 was considered successful, after being held on Discourse in a dedicated group over 3 days.
4.b Harassing Members. The discussion continued on Discourse [[1]] after the AGM and it was agreed that in future a reason should be given on Mod Tools for banning a local member.
5. Presentation of AGM Board Annual Report 2025
6. Presentation of AGM Board Finance Report and Accounts 2024/25
7. Ordinary Resolutions to be considered by the AGM. These resolutions can be passed by a majority of not less than 51% of votes cast
7.1a The Board asks for dis-application for a full audit for the Freegle Ltd accounts 2025/26.
Explanation: This will 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.
Industrial and Provident Societies must have a full audit if they are a Registered Society with a turnover of over £10,200,000 or assets in excess of £5,100,000.
As we don't get near to these figures the expense and time for a full audit is unnecessary when our transparency is confirmed by a qualified accountant’s Independent Examination. More information can be found in the legal explanatory note here: http://www.legislation.gov.uk/ukpga/2014/14/section/84
7.1b If the above is agreed, the Board asks for approval the continued appointment of Price and Co as independent examiners for the accounts, fees to be agreed by the Board on behalf of Members.
7.2 Derek Cole, Member, asks the following change be agreed by the Society:
"I propose that it be compulsory for there to be at least 2 owners for each Freegle group across the country. They need not both be fully active, backup status for one would suffice as long as they cover any absence by the active owner."
8. Extraordinary Resolutions to be considered by the AGM, relating to the Rules. These resolutions can be passed by a majority of not less than 75% of votes cast.
8.1 The Board asks that the following Rule change be agreed by the Society:
Rule 1 to be changed from "The name of the society shall be Freegle Limited” to "The name of the society shall be Freegle”
Explanation: This change of name will bring the organisation in line with other charitable organisations by dropping the Limited off the name of the Society.
8.2 The Board asks that the following Rule change be agreed by the Society:
Rule 12 be changed from "The first Members of the Society will be the Founder Members. The Board may at its discretion admit to membership any individual, corporate body or nominee of a unincorporated body, firm, partnership or corporate body who supports the objects of the Society through being an owner, moderator or other volunteer for a Freegle affiliated local group or who is a volunteer for the Society who has paid or agreed to pay any subscription or other sum due in respect of membership for the time being in force.”
to
"The first Members of the Society will be the Founder Members. The Board may at its discretion admit to membership any individual, corporate body or nominee of a unincorporated body, firm, partnership or corporate body who supports the objects of the Society who has paid or agreed to pay any subscription or other sum due in respect of membership for the time being in force.”
Explanation: This will allow the Board of Freegle to set up a broader membership scheme for Freegle if they so choose to do at any point in the future for instance as a fundraising scheme and to increase our pool of potential volunteers. The Board would consult with existing members and volunteers as to how this would work before any such membership scheme is implemented. All membership applications will need to be agreed by the Board in line with the revised rule.
8.3. The Board asks that following Rule change be agreed by the Society:
That the Interpretation of 'the Act’ be updated from ""the Act" refers to the Industrial and Provident Societies Act 1965 or any Act or Acts amending or in substitution of it or them for the time being in force;” to "the Act" refers to the Co-operative and Community Benefit Societies Act 2014 or any Act or Acts amending or in substitution of it or them for the time being in force;
Explanation: This updates our rules to bring them in line with the Act that we are now under. The Co-operative and Community Benefit Societies Act 2014 has replaced the Industrial and Provident Societies Act 1965.
8.4 The Board asks that the following Rule change be agreed by the Society if the Resolution 8.3 on this agenda is approved:
To replace Rule 103 which reads: "Unless the Society meets the criteria set out in section 4(2) of the Friendly and Industrial and Provident Societies Act 1968 or fulfils the exemptions set out in sub-sections 4(A) (1) and (2) of the Friendly and Industrial and Provident Societies Act 1968, the Board shall in each financial year appoint an Auditor as required by section 7 of the Friendly and Industrial and Provident Societies Act 1965 as amended, to audit the Society’s accounts and balance sheet for the year. This provision also applies if the Society is in its first financial year."
With
"Rule 103 (i) The Society shall, unless it meets the requirements under subsection 83(2) or section 84 of the Act, appoint an Auditor to act for each financial year to audit the Society’s accounts and balance sheet."
"(ii) An Auditor for the preceding financial year shall be re-appointed as Auditor of the Society for the current financial year unless any of the exceptions set out in section 93 of the Act apply."
Explanation: The updates our audit requirements to be explicitly related to the Co-operative and Community Benefit Societies Act 2014 rather than the previous out of date Act. At this stage because of our low turnover we have an exemption from the audit requirements.
9. Announcement of 2025 Director election Annual Director Resignations and Election 2025
10. Meeting closure
Link: AGM 2025
