20 September 2014 – minutes
Annual General Meeting
Saturday 20 September 2014
The Arc, Islington, London
Present: Peter, Amanda, Stuart, Oli, Susan, Jo, Joe, Eleanor, Yula, Nim, Lee, Sophie, Isis
1. Review of accounts to Financial Conduct Authority
We looked over the accounts which have been submitted to the FCA to cover our first year of operation. Concern was raised that the accounts were very brief and don’t include information on where the funds came from (eg individuals, foundations, how many donations received) or which groups were funded. Although this information is on our website, the website address is not given in the accounts.
We had agreed in the Leicester meeting in June that the report to the FCA would only meet their minimum requirements and that we would produce a fuller report of our own giving more information about our activities, who we’ve funded etc. The FCA doesn’t ask for more information than what we have provided. However, in future we’ll ensure the website address is included in the FCA report.
2. Officially appointing accountants
J Lee Management were appointed by members as our accountants.
3. Any amendment to Rules
Under the new Co-operative and Community Benefit Societies Act 2014, section 83, it says we have to appoint qualified auditors unless we have assets and turnover of less than £5,000. However, under Section 84 it says that members can agree, during a general meeting, to’disapply’ section 83 where the total value of its assets at the end of the preceding year of account did not exceed £2,800,000, and its turnover for that preceding year did not exceed £5,600,000. This was agreed and we will amend our Rules to reflect this.
We also agreed that the accounts should be looked over by members before submission. This year, as we were short on time, the accounts were looked over by the Secretary and Treasurer, in future years we plan to be able to involve a wider group of members.
4. Electing/ re-electing the board
Our Rules say that during the AGM the current board must step down and can then be replaced or re-elected. The current board are: Sophie Pritchard, John Stewart and Leo Murray. Ian Jones joined as Treasurer in June this year.
Whilst in our organisation the board do not have any additional decision-making powers than other members, there are some legal responsibilities. Also, anyone looking at the make-up of our board, without understanding the way we work, may feel that it is not fitting with the values of the Edge Fund. Therefore, we felt it would be more appropriate to have a board that better reflects our aims of being inclusive and challenging power structures within society, for example, it was suggested that we should have a woman as ‘chairman’.
- Nim and Jo offered to become new board members. Jo will be the chair.
- We agreed that Leo should step down, as he hasn’t been an active member and we felt it was important the board were more involved. With thanks to Leo for volunteering to take the post in the first place, which was a big help.
- We reappointed John for another year.
- Ian was added as Treasurer this year.
- Since Sophie is the co-ordinator and a paid member of staff it was felt perhaps it’s not appropriate to also be on the board. However, members were keen for her to remain as Secretary. In our Rules it says the Secretary must be chosen from the board. We agreed to look into whether we can change this Rule. If needed, we could tag on a general meeting to another Edge meeting, to officially agree this change.
Changes can be made to our Rules by ‘Extraordinary Resolution’. An Extraordinary Resolution is a decision made by a 75% majority of members during a general meeting where 14 Clear Days’ notice has been given. The notice should include details of the change(s) to be proposed at that meeting. We then need to register these changes with the FCA.
FCA have confirmed that there is no legal requirement for the Secretary to be on the board so we can change our current Rule (during a general meeting) which says the Secretary must be appointed from the board. This could happen at the end of the next appropriate member meeting (we are likely to have a general member meeting after this funding round anyway, perhaps January).
FCA have also confirmed that we do not need to notify them of the change of board members. They are notified of this through the annual return which we have already submitted this year.