AGM 2025 Minutes
Minutes of the eleventh Annual General Meeting
Held between 10am 22nd September and 9pm 24th September 2025
Location: AGM 2025 Group on Discourse online forum https://discourse.ilovefreegle.org/c/agm-2025-meeting/16
Neil Morris (Board Chair) chaired the meeting
Neil welcomed everyone, Members and Volunteers, to the meeting [[1]]
1. Apologies for Absence
5 apologies were received and accepted. 4 from members and 1 from Price & Co, our Auditors.
2. Quorum Confirmation
46 Members confirmed as attending, so the quorum was met to proceed with the meeting. Rules
3. Minutes of the 2024 AGM
[[2]] The Minutes of the 2024 AGM were approved with a clear majority of 31 votes and 3 abstentions. [[3]]
4. Matters Arising from 2024 Minutes
- 4.1 Discussion forum for AGM. After the previous 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. A further prompt on this point at this meeting reinforced the popularity of this form of meeting.
- 4.2 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. Board Annual Report 2025
Neil presented the Board Report [[4]] which was accepted unanimously by 38 votes. [[5]]
The main theme of the report this year is one of change and simplification being necessary.
Volunteer numbers are at around 350, from the 1000 when Freegle formed in 2009. We need to look at ways of simplifying the organisation so that the busiest volunteers are not so pushed.
Funding is tight and we need to do better at working within our means.
There is a huge risk to the organisation as a whole from our technology being wholly reliant on Edward alone.
An Operations Team was established during the year to consider how change can best be achieved.
Neil encourages everyone to be positive but change is rarely straightforward or easy and he encourages involvement in the months ahead. Further background, from Neil, as to where we’ve been, where Freegle is now and where we might be headed was further outlined and discussed [[6]]
6. Finance Report 2025
[[7]]
To simplify internal accounting processes the Board applied to The FCA to change the Freegle Limited financial year end to 31 March from the previous 5th April.
The headline figures for the financial year ending 31 March 2025 were:-
- Total Income £91,049 (2024 fig £103,687)
- Total Expenditure £132,637 (2024 fig £122,169)
- Deficit £41,588 (2024 fig £18,482)
- Reserves of £82,043 (of which £5,516 is restricted for specific expenditure).
The Finance Report was accepted unanimously by 38 votes [[8]]
7. Ordinary Resolutions
- 7.1a Audit request from the Board of Freegle [[9]]
The Board asks the AGM to approve the dis-application for a full audit for the Freegle Ltd accounts 2025/26. 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.
- 7.1b Continued appointment of Independent account examination [[10]]
If 7.1a is agreed The Board also asks the Members to approve the continued appointment of Price and Co as independent examiners for the accounts.
Both resolutions, 7.1a and 7.1b, were each approved unanimously by 45 votes.
- 7.2 Member proposal about the number of Owners on each Freegle group
[[11]]
Derek Cole proposed a motion to make it compulsory for there to be at least 2 owners for each Freegle group. It was further proposed they need not be fully active on all groups as long as they are active somewhere and can cover any absence by the usual active/regular owner.
A discussion followed on the pros and cons of such a plan. Many, but not all, people were in favour of the principle but there was no clear outcome on how it could be sensibly achieved in practice.
In regard to the proposal, the resolution was passed with an agreement of 23 members, or 65% of the vote. [[12]]
8. Extraordinary Resolutions - Freegle Rules
- 8.1 Proposal to change name from “Freegle Limited” to “Freegle” (Rule 1) [[13]]
The general rationale behind this suggestion is that having Limited in our name leads some people to conclude that we are a “for profit” business and that by dropping Limited it brings us into line with other charitable organisations and it is anticipated it could increase donations. A thorough discussion took place and the main downside conclusion was in regard to the volume of work in the admin for such a change, registering all the changes with various organisations, banks, regulator etc.
In regard to the proposal, the resolution was passed with an agreement of 38 members, or 92% of the vote.
- 8.2 Proposal to change scope of Freegle membership (Rule 12) [[14]]
The rationale behind this proposal was accepted with no additional discussion.
This resolution was passed with 36 votes agreed, 87% of the vote.
- 8.3 Change Rule Interpretations of ‘the Act”
- 8.4 Change Rule 103 subject to acceptance of proposal of 8.3 [[15]]
Both of the above changes would update our general rules in line with The Co-operative and Community Benefit Societies Act 2014, under which we operate now, and replaces the Industrial and Provident Societies Act 1965.
Rule 103 updates the audit requirements explicit to The Co-operative and Community Benefit Societies Act 2014.
The rationale behind these proposals was accepted with no additional discussion.
Both resolutions were each passed with 40 votes agreed, 98% of the vote. [[16]]
9. Annual Director Resignations and Election 2025
[[17]]
For the AGM of 2025, the elected Directors standing down are Edward Hibbert and Penny Townsend, and the co-opted terms of office of Wendy Lishman and Neil Morris end.
This creates a total of four vacancies, to bring up the complement of Directors to nine.
The election for new Directors commenced on 1st September with a nomination deadline of 8th September 2025. There were 4 nominations, confirmed as candidates
- Wendy Lishman
- Sandra Llewelyn
- Neil Morris
- Natasha Townsend
As there were fewer candidates than vacancies, all four candidates are now elected unopposed to the Board.
Neil took the opportunity to pass on thanks and pay tribute to the work undertaken by the retiring directors, Edward and Penny, not forgetting Craig who retired earlier in the year. Neil also thanked Jacky for all her efforts in pulling the AGM together and all that it involved. Jacky added her personal thanks to Edward for all he has contributed to the success of Freegle over the years. [[18]]
10. End of Meeting
[[https://discourse.ilovefreegle.org/t/final-comments-and-closure-of-the-agm/8982#:~:text=Final%20Comments%20and%20Closure%20of%20the%20AGMNeil thanked everyone for their contribution to the AGM this year
Neil also appealed for more help at national level - therefore any volunteers with capacity should contact Neil at chair@ilovefreegle.org
The meeting was announced as closed at 21:00 on 24th September 2025
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Links:
AGM 2024
