24 July 2015 – minutes
EFJ Limited (t/a Edge Fund) AGM
Friday 24 July, 6.30 – 7.30pm
Present: Oli, Mick, Molly, Isis, Kwesi, Yula, Amanda, Jacqui, Sophie, Aderonke
Present via Skype: Lee, Paul, Mark, John, Joe
Present by proxy: Christina, Eleanor, Linda, Linnea
NB Sami and Patrick had also requested proxies but had chosen people who were already proxies for other members.
19 members were present either in person (10), Skype ( 5) or proxy (4). The quorum is 10.
1. Approving the accounts
The accounts were discussed and agreed.
A query was raised about the £2,000 governance costs last year which is not repeated in the second year. This was a one-off cost for setting up Edge Fund and registering as a Community Benefit Society. In future, we could include the costs of the AGM under ‘governance costs’.
The £900 ‘professional fees’ is an estimate for any accounts fees that might be due, it is standard accountancy practice to include this until exact fees are known. In last year’s accounts the ‘professional fees’ actually related to payments to members for organising events and other tasks, there were no accountancy fees. See notes below.
Accounts will need to be submitted to the Financial Conduct Authority by the end of August.
2. Appointing accountants
JLee Management have taken care of our book-keeping and filing accounts for free for the last two years. They proposed that they continue to do the book-keeping for free for the next two years but that there will be a charge of £500+VAT per year for preparing the accounts and filing with relevant regulatory authorities. This was agreed.
3. Electing the board
The board members for the last year were Nim Ralph, Jo Ram, Ian Jones, Sophie Pritchard and John Stewart. Board members are required to stand down at the AGM but can be re-elected. Jo requested not to be re-elected. John was happy to be re-elected if needed but felt it would be better for him to be replaced by another member. Unfortunately, neither Nim or Ian were present so we will need to confirm with them later.
We agreed to ask other members if they would like to join the board as this could be helpful when applying for jobs etc. Members of the board should also be involved with one of Edge’s internal groups (eg Working Groups or Community Committees). Whilst the board of Edge do not any formal role within Edge, as we all make decisions together, we felt it was important that the board is representative. As we need to submit accounts by the end of August, members will need to come forward in good time.
We can also appoint members to the board at any time.
4. Electing officers (eg Secretary, Treasurer)
Isis put herself forward as chair, to replace Jo. This was agreed.
It was agreed that Ian and Sophie remain as Treasurer and Secretary. Unfortunately, Ian was not present so we will need to confirm this with him. We also agreed that we would ideally have a member working with the Secretary so that they could potentially take over the role in future.
We agreed to amend the first line of Rule 84 of our Rules from “The Members shall elect from those persons elected to the Board a Secretary and such other Officers as they may from time to time decide” to “The Members shall elect from the membership a Secretary and such other Officers as they may from time to time decide”.
This was carried over from the last AGM where concern was raised about the Secretary also being the paid coordinator, and a preference that the Secretary therefore was not a board member. Although this isn’t relevant now, we felt the new wording offers more flexibility so it’s worth making the change anyway.
We agreed to disapply the requirement to undertake a full professional audit of this years accounts.
All changes to our Rules are subject to approval by the Registrar.
6. Extraordinary Resolution
It was agreed that we would amend our Objects (Rule 4) in our Rules to reflect our new funding criteria:
“The objects of the Society shall be to carry on any business for the benefit of the community by establishing and administering a fund to support those taking action for a just, equitable and sustainable world. The fund will support work that challenges abuses of power and aims to bring an end to the systems that cause injustice. This could be our economic system, our political system, or any system that discriminates against people based on their identity or background (eg class, ability, gender, race, nationality, religion, sexuality, age or other factors)”.
In future we may want to add in ‘status’ to this list to refer to discrimination faced by migrants, refugees and asylum seekers.
7. Application of ‘profits’
It was agreed that we will continue to use funds as already agreed.