Freegle Board Minutes 25 March

Meeting of Directors of Freegle Limited held on Wednesday 25 March 2015 at 7.15 by Skype Chat

DIRECTORS PRESENT

Jacky Barrett, John Carroll, Ollie Clark, Cat Fletcher, Edward Hibbert, Andy Ludlow, Alison Redway.

The meeting commenced at 19.22.

Chairman

Edward Hibbert

APOLOGIES FOR ABSENCE

Tina Willcox

DECLARATIONS OF INTEREST

Edward is a Director of Recycling Lives. There are no conflicts at present. Edward has a financial interest in Careicon, a charitable fundraising venture from which Freegle benefits. He will not receive any financial benefit from donations made via this route to Freegle.

RISK REGISTER

Edward has increased both the likelihood and severity of the financial issues, as we have not reached agreement about payment of Directors and conflict of interest. Otherwise, no change.

MATTERS ARISING FROM PREVIOUS MEETING

It was decided not to apply for Welsh funding as there were concerns about this.

Edward provided analytics for website clicks via Facebook. It looks like Facebook directly triggers quite a small proportion of our sessions overall.

Edward explained that the Volunteer Centre Edinburgh would not be able to contemplate helping with a job description for a volunteer welfare position for at least two months from now due to a premises move.

John is working on transferring assets and liabilities from Freegle UK to Freegle Ltd.

Jacky reported on communication with volunteers –

Growth agreed to bulk mail groups, asking for views and support for a regular mods newsletter. Trevor, RO, has arranged for survey to be sent to all owner addresses. Feedback will be reported to Growth and Board.

Remits for working groups and teams - work in progress, hope to finish by next Board meeting. Haven’t finished yet, discussion led to suggestion of amalgamating some of the working groups, so have presented a draft remit for a combination of Structure/Media/Growth groups to the Board - new group name ‘Development.

REPORTS

Fundraising

Edward reported:

Careicon

We have raised £367 via this route so far. £73 has come from the FD banner. A significant amount of this has come from people increasing from the request of £1 - so a humble ask is effective.

GAYL

The current high levels come from us being the default charity. They will drop. I struggle to see how we can convert more people into shoppers, without (say) integrating their offer mails into our emails.

We briefly discussed how we can reconcile our need for more funds with not wanting to promote buying new goods.

Finance

John reported:

Financial Update

1. Current forecast Year to April 15 – for Freegle UK

a. Income Year to Date [YTD] - £12,078, Full year forecast – £12,138

b. Expenditure YTD - £8,151, Full year forecast - £9,659

2. Current Forecast Summary for Freegle Ltd

a. Income YTD - £1,010

b. Share Capital £82

c. Expenditure YTD - £0 (£1,000 approved for payment to Chris for Mobile work from funds donated for this project)

3. Status of Funds

a. Freegle UK Bank account currently (18/03/15) stands at - £16,003

b. Freegle Ltd Bank account currently stands at £1,092

4. Issues to resolve

a. Should we work to budgets rather than ah-hoc funding – Suggested budget paper written with very limited debate generated – So shall we table at AGM?

b. How do we then administer budget payments – some initial thoughts not yet generated agreement.

Financial Control Procedure

We discussed:

A need for budget control/procedures.

Conflict of interest that may result from a director who is a budget holder. i.e. the need for directors who are paid not to be part of the decision making process that relates to their personal payment.

The lack of Directors knowledgeable in particular areas.

Whether there is a need for a separation of the work done in the Director role and work that is eligible for payment.

The need to not accumulate funds with no specific agreement on spending them.

Our lack of regular revenue.

The need to balance Freegle’s long term future financially with the need to keep key people in place.

Whether it is feasible to have:

A system that means a head of specialist area is not a budget holder with specialist head making recommendations to the budget holder on priorities, strategy and payments. The Board makes the final decision.

The need to for us to act in the best interests of Freegle.

We unanimously agreed on the principle of using budgets and budget holders. Details to be agreed

We subsequently agreed we should have a budget holder who works with the subject expert to decide the budget, the board then votes on the budget, and anyone receiving payment abstains

Votes: 5 For, 1 Abstention

(1 director had left the meeting at this point).

Auditor

We discussed asking the Membership to disapply the need for an auditor as we are entitled to do or whether we should ask the auditor previously used by Freegle UK.

We agreed to ask the auditor previously used.

Votes: 4 For, 1 Against, 1 Abstain

Board Secretary

Alison reported:

Conflict of Interest

We have agreed a conflict of interest procedure http:/wiki.ilovefreegle.orgConflicts_of_Interest_Procedure

AGM

Alison reported on preliminary plans for the first AGM. She is liaising with Paul and Trevor.

Research

Chris Martin has produced a final report. We’ve given him permission to investigate formally archiving the Reps Reports for potential use by future academics.

We’ve given permission for the chair graphic to be used as part of his academic submissions.

Edward is signing the necessary forms.