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14 September 2012 – minutes

Present:

SF (housing co-ops)
IB (funder)
MB (funder)
Ronnie Hall (Critical Information Collective)
CK (corporate accountability, climate change)
JW (travellers rights)
DT (African justice campaign)
JR (aviation, squatting)
SD (mining)
John Stewart (aviation)
AG (rights of disabled people, cuts)
AS (refugee solidarity, funder)
Sophie Pritchard (Edge Fund co-ordinator)

Facilitated by: PW

On 14 September thirteen people met for the fifth Edge Fund setting up meeting; this included three new people. Again, several major decisions were made about the fund, as follows.

Legal form
The facilitating group had narrowed down available legal forms to two options; Company Limited by Guarantee, registered with Companies House and Community Benefit Society (BenCom), a form of co-operative registered with the Financial Services Authority under the Industrial and Provident Societies Act 1965. The recommendation from the facilitating group (FG) was initially to opt for CLG as this is the standard legal form for non-profit organisations, is straight forward and cheap to register. However, on discussion during the meeting, the decision was taken to register as a BenCom as this gave more flexibility in structure and more protection of members’ identity. Under a BenCom people become members through buying a nominal share, usually £1.

Structure
The initial suggestion from the FG was to have an administrative group (the ‘directors’) to undertake legal responsibilities and a facilitating group to do the work behind the scenes to help members make decisions, as well as making decisions on sensitive areas such as acceptance of donations, new member requests and disputes. During the meeting it was agreed that we will continue with having a facilitating group (and that the current one will continue until the next meeting) but that the responsibilities of the administrative group would be undertaken by the Secretary, who would be the co-ordinator. Therefore there would be no administrative group.

Membership
The membership criteria and termination of membership was agreed as proposed by the FG. The criteria for membership will be:

  • Agree with the values of Edge Fund;
  • Commit to attend meetings at least 2 times a year;
  • Commit to participate in online discussions on the membership email list as much as possible;
  • Give a donation to a level which is affordable to them, ideally monthly or annually through direct debit;
  • Agree to help gather information from applicants, to aid the application process as needed;
  • Agree to form and maintain a relationship with at least one successful grantee per year to aid reporting and networking;
  • Agree to Edge Fund policies.

Membership may be terminated by ⅔ majority vote of the members where these criteria are not being met.

After some discussion about the merits of group membership, it was agreed that we would have only individual members. Groups would be very welcome to support Edge Fund, which would be good for building up our credibility. We would need to discuss later how this relationship might work to ensure it could not be manipulated to our disadvantage.

Process for adding members
The process was agreed as presented by the FG. All members will be given the opportunity to make comment on prospective new members (both positive and negative) and the final decision will be up to the FG. It was agreed in addition that the FG decisions had to be transparent. Other points raised concerned the need to be clear on why someone would be declined as a member and that the ideal scenario would be for someone from the FG to talk to the prospective member honestly and thoroughly in the hope that if the new member was unsuitable they would come to this conclusion together.

Decision-making
We will support electronic participation of members. The group felt strongly that all those making decisions are equally well informed and therefore people could not simply vote remotely, but need to participate in discussions.

Decisions will be made by consensus where possible, 2/3 majority where consensus proves too difficult.

We will include the option to nominate a proxy in the Rules, in case we wish to take this up later.

Permanence of decisions
In the Rules of an organisation certain parts of the document can be protected by stating that they may only be changed if 100% of the membership agree. As proposed by the FG, the meeting agreed that the following should be protected:-

The fund is to support communities, campaign groups and activists struggling for social, economic and environmental justice: those working for systemic change who seek to dismantle and replace the structures and processes that create oppression, inequality and environmental destruction and those facing discrimination and injustice because of their class, ability, gender, race, religion, sexual orientation, or other factors, who are actively working to challenge these injustices and to create just and healthy communities;
The membership is open to donors, activists and people facing injustice, all of whom are treated as equals;
Decisions are made by the members collectively.

In addition to this, the group agreed to add that we will actively break down power dynamics and that members will share responsibility.

Funding criteria
It was agreed that we would be flexible with funding requests, not specifying what groups could apply for and thus allowing them to apply for what they need. It was also agreed that we would have no disclaimer about use of funds and that we would not limit funding requests to £5,000 as the amounts we’re able to give will change according to the funding available in each round. For the first round, we will advise that it’s unlikely we’ll give more than £5,000 as we don’t know at this point what funds we’ll have available. For future rounds we will advise groups of the total amount of funding available for the round as a rough guide.

Other points
With only a short time remaining for the meeting, the facilitator asked if there were any concerns to raise about the FG proposals yet to be discussed, which were: the use of funds (stating that up to 20% could be use to cover costs of participation), the list of information for members to help gather from applicants, the grant decision-making process (which involves all members in short-listing, assigning members to short-listed applicants to assist with the application process and finally a meeting where members allocate funds collectively), emergency funding requests, launching the fund (with an event and crowd funding appeal), the schedule for rounds and meetings and policies for conflict of interest, confidentiality, non-solicitation and disputes. No concerns were raised.

Next steps
We agreed to work with a sponsor body, such as Co-operatives UK, to draft our Rules and register as a BenCom. This is likely to cost around £600-£1,000. The Rules will be circulated by email and open for comments for 1 week. We agreed we could launch before we are formally registered.

At our first funding meeting we will invite people who have attended an Edge Fund meeting to pay their £1 and become members.

At the end of the meeting people talked about what success for Edge Fund would be for them, comments included being able to launch 1 October, getting money to the right groups, that we would achieve everything in our values document, that in 6 – 12 months we’d start to see groups getting off the ground because of Edge who would not have got funding otherwise, that we will send shock waves throughout philanthropic community and that we’d have many members and become a significant body.

NB. On reflection after the meeting, we realised we could not go ahead with the first funding meeting until we have members, as members are needed for the application process. We also need three founding members for the Rules. Therefore, we will have a short meeting to agree the Rules, get them signed by founding members and to invite others to become members before the short-listing process. It is also possible we may need to have a Committee as well as a Secretary, depending on how the FSA feels about our members (via general meeting) being our governing body.

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