DRAFT Minutes of Annual General Meeting 2019

Dublin Food Co-operative Society Limited

Wednesday 12th June 2019 at 6pm

Inchicore Sports and Social Club,

Library Square, Inchicore, Dublin 8

Facilitator - Dave Dunn

Minute takers - Sam Toland (Secretary), Amy van den Broek, Valerie

Time keeper - Dot Fine

CB Members in attendance – Patrick Flynn (Chair), Sam Toland (Secretary), Maureen O'Donnell (Treasurer), Kevin O’Farrell, Aaron Jewell

Management Team in attendance - Aoife Hammond (General Manager), Amy van den Broek (Shop Co-ordinator)

Members Present: 47 members at start, 40 members at finish

  1. Welcome to AGM and Introduction to Agenda

Meeting Opened at 18.20

Davie Dunn  welcomed everyone to the meeting and checked the quorum. There were 47 members in attendance and the meeting was quorate.

Dave introduced the agenda and confirmed that the agenda has been sent along with the notice for this meeting.  It was proposed to adopt the agenda.

Proposed by   Sam Toland                   Seconded by   John O’Donoghue

        Agreed by consensus.

  1. Adopt Standing Orders

It was proposed to adopt the standing order as presented.

Proposed by   Thomas Hamman  Seconded by Eoin Dinan

Minute-takers were Valerie X and Amy van den Broek

Proposed by Aaron, Seconded by Dave Dunn             .

Agreed by Consensus

Dot Fine would do time-keeping.

Proposed by Dot Fine, Seconded by Aoife Hammond

        It was proposed to adopt the minutes for the Special General Meeting held on the 18th July 2018.

Proposed by Kevin Farrell, Seconded by Mark O’Connor

Agreed by Consensus

It was proposed to adopt the minutes for the Annual General Meeting held on the 31st July 2018.

Proposed by Kevin Farrell, Seconded by Mark O’Connor

  1. Adjourn for Special General Meeting

Dave Dunn asked whether the meeting which to adjourn to hold the short Special General Meeting for which notice was given.

Proposed by Sam Toland, Seconded by Amy van den Broek

Agreed by Consensus

The meeting was adjourned at 18.39 and was reopened at 18.57

  1. Annual Report & Financial Statements

Dave Dunn noted the change to the format for consideration of the reports this year. Each speaker would give their report separately, and then members would be offered an opportunity to raise questions arising from all the reports.

Dave Dunn invited Patrick Flynn (Chair), Aoife Hammon (General Manager), Mark Glynn (Auditor) and Maureen O’Donnell (Treasurer) to the floor.

  1. Presentation of CB Report

Patrick Flynn gave a detailed presentation of his last three years as the Chair of the society. He outlined the whole process of acquiring the premises starting pre-wal collapse in 2017 through to members meetings in 2018 and finally acquisition in the autumn of 2018.

He thanked everyone who contributed to this endeavour, the staff for their resilience throughout a difficult year, past Co-ordinating Bodies for their prior work and to the members who offered in support and guidance through the year.

He acknowledged the hiring of Aoife Hammond and Sam Toland in senior positions within the Co-op, noting the rigourous hiring process and how each of the independent panelists commended the competence of both Aoife and Sam.

Patrick Flynn finally confirmed that he has decided to resign as Chair and as a member of Co-ordinating Body effective from the end of the AGM, and want to say that it was an absolute pleasure to serve these past three years.

The members in attendance gave Patrick a sustained standing ovation.

  1. Presentation of Financial Report

Maureen O’Donnell gave an overview of the financial function over the last year including the work of Loris Paladino and Catherine Doran in the preparations for securing finance for the new premises, as well as the performance of the new Finance, Audit & Risk Committee chaired by Martin Nolan which represents a seachange in how we are engaging with our financial oversight.

Maureen O’Donnell outlined the ups and downs of the year, noting the dip in sales during the summer of 2019 as a result of our insurance problems. She noted that the new premises represents a significant shift in our finances, that sales are back to pre-summer levels and expenditure remained in control from November onwards.

Maureen noted the voluntary wage cuts taken by staff, and that these helped offset out losses. She noted that we posted a loss for 2018 overall, but that this is accounted for by the exceptional costs related to the move in Kilmainham.

She noted that the financial maturity of the Co-operative has changed with the move to Kilmainham, along with the complexity - we are now landlords, have debt and that the overall risk level is reducing now.

She noted that our short term goals remain to replenish our reserves, restore wage cuts and grow our revenue over the years ahead. 

  1. Presentation of Auditor Report

Mark Glynn outlined that the financial statements and auditors report have been circulated to members, and that he would go through everything tonight. He wanted to note that nothing material has been noted in the auditors report, and as a result he could confirm a clean bill of health for the society.

He noted the dip in trading activity between 2018 and 2017, but noted this was addressed in the Financial Report. He drew members attention to the changes in the balance sheet noting the new asset in the form of a premises, new liabilities in terms of loans and the drop in the reserves to purchase of the premises.

He thanked the board for their co-operation, and Catherine Doran for preparing very high quality financial records for the audit.

  1. Presentation of General Manager Report

Aoife Hammond started her presentation with an outline of the many challenges of the last six months, and the many achievements of the last six months including purchasing our premises, fundraising from Community Finance Ireland, Donore Credit Union and over €60,000 from members and supports, launching our new branding with the support of DIT students and much more.

She outlined the increase in our membership in the last six months.

She commended the work on the original layout of the shop but noted that many difficults had developed in the transition to a much smaller small. She is happy to report that the layout has been reworked and should allow for much easier utilisation of the space.

She noted the slight dip in sales after a strong launch in November and the improvement at the start of 2019. She outlined the involvement and support of retail advisor Keith Hartford to feed into improvements in the operations of the shop and a host of trainings for staff including in member service.

She noted that trade in fruit and vegetables has increased dramatically since the move and noted the focus on increasing our Irish stock in the shop, and on increasing the packaging free portion of the stock.

She outlined that the Click & Collect is close to launch in beta form, and members will be invited to sign up to the beta soon.

She noted the return of the Failte and outlined a Member & Community Development Programme which should be launching in Autumn 2019 to include a host of trainings and talks aimed at members and the wider community.

  1. Questions and Answers

Eilieen Fitzsimons asked how was the relationship with our new tenants. Aoife H mentioned that the relationship has been developing well and that the Co-op has been respecting that they have an existing business.

   

Seosamh O’Duinn made a point about the search for the new premises and noted that premises group had been formed for that purpose. Patrick Flynn agreed but noted that a small group within the CB focused on the premises from late 2017.

Eilis O’Connor congratulated everyone for all the work done on securing our new premises.

Tina Robinson enquired about our relationship with Donore Credit Union and whether all members could join this credit union despite not living locally. Sam Toland confirmed that the Co-op was now a part of their common bond and members could join this credit union.

Peter Sumadh, a guest, was permitted to speak by Dave Dunn and he informed the meeting that he was visiting as a member of a fledging food co-op in Belfast and that he was very inspired by the way the meeting was being conducted.

Dot Fine queried whether our tenants had noticed an increase in trade from Co-op members. Aoife Hammond noted that they had, particularly on Saturdays. She noted that they already had a very busy trade during the week.

Ronan, a new volunteer on the Shop Team commended the food co-op for being such a welcoming and inspiration place and thank the existing membership for putting in the effort to start and sustain our food co-op.

Seosamh O’Duinn recommended to the CB that we should establish links with Near FM Co-operative, and offered to be the link here. Patrick Flynn agreed.

Aoife Hammond finished the questions & answers with a mention of the members that passed away recently, in particular friend and colleague Jocelyn Blake whose family have been heavily involved in the Co-op for years and who was herself a volunteer and employee for many years.

Members took the opportunity to name other members who have passed away in recent years, and Dave Dunn invited everyone to take a moment’s silence to remember a member who we have lost.

  1. Resolution A: Adopt Annual Report and Financial Statements 2018


Dave Dunn tested for consensus.

‘THAT the Annual Report and Financial Statements together with the report of the auditors for the year ending 31 December 2018 be adopted by the society’

Proposed by Patrick Flynn, Seconded by Maureen O’Donnell

Agreed consensus.

  1. Resolution B: Appointment of Auditor

Dave Dunn tested for consensus.

‘THAT Mark Glynn & Co be appointed as the auditors of the society until the next Annual General Meeting, with remuneration to be agreed with the Co-ordinating Body.’

 

Proposed by Patrick Flynn, Seconded by Maureen O’Donnell

Agreed consensus.

  1. Rotation of CB

Dave Dunn gave a short overview of the process of appointing CB members noting that we would be proposing some appointments, reappointments and would have a number of CB members retiring.

He noted that we would not be holding an election, as there were not enough CB members to fill all the vacant seats.

He noted that Thomas Hamann, Paul Farrell, Patrick Flynn and Sam Toland would be standing down. He noted that Maureen O’Donnell and Filipa Ferraz are retiring at the end of their term and seeking re-election.

  1. Resolution C: Change to CB Composition

Dave Dunn noted that under our current roles we have 12 positions on the CB with 6 rotating every year with each member serving a maximum of 2, 2 year terms. He noted that the current resolution proposing to reduce the number of positions to 9 with each member serving 2, 3 year terms.

Patrick Flynn made a short presentation in favour of the motion. He explained the rationale for reducing the membership in particular how 9 members was more balanced in terms of giving each member the time to contribute in meetings while keeping meetings a reasonable duration.

Des Gunning supported the resolution strongly but asked the proposer to consider amending ‘may’ to ‘shall’. He believes that this change along with the appointment of a permanent secretary will contribute towards a better functioning and more effective CB. Sam Toland recommended that this amendment be dealt with at a future meeting in which the implications of the change could be thought out. This was accepted by Des.

Seosamh O’Duinn noted that 9 was a good number for a committee such as the CB.

Paolo Bostrenghi observed that perhaps 6 years was asking too much of any member. It was noted that a member could resign earlier if required, it was not an unbreakable obligation.

There was a brief discussion around the issue of a past CB member who had served the previous maximum of 4 years and whether they could now stand again. Sam Toland noted that this was a possibility and that it would be for members to decide.

Eoin Dinan noted that it has always been within the members gift to extend the maximum term beyond four years. Tim Cookson and others noted this has happened in the past.

Dave Dunn tested for consensus.

THAT the number of members of the Co-ordinating Body be fixed at nine [9]. Three [3] vacancies on the Co-ordinating Body shall fall to be filled at each Annual General Meeting of the Society and those elected to the Co-ordinating Body at each AGM shall hold office for a period of three years [3] ending at the time of the AGM three years thereafter when they shall resign but shall be eligible for re-election. Seats left vacant by resignation may also be filled by election at the AGM, the term being the balance of the term of the vacated seat. Each Co-ordinating Body member shall hold office for a maximum of two consecutive three-year terms, six years in succession

Proposed by Patrick Flynn, Seconded by Maureen O’Donnell

Agreed by Consensus

  1. Retirements and Nominations

Dave Dunn reiterated the retirements and confirmed the following nominations for the CB

Maureen O’Donnell, Filipa Ferraz, Grace Wilentz and Rose McCaul.

Each candidate was profiled on our website and each candidate gave an insight into their commitment to the Co-op and their objectives on the CB.

  1. Ballot

Sam Toland presented the proposed apportionment of existing CB members and new CB members to the new rotation under the resolution. This would be based on current years served.

Maureen O’Donnell, Filipa Ferraz and Martin Obst rotate in 2020

Kevin O’Farrell, Aaron Jewell and Tessa Cornally rotate in 2021

Grace Wilentz, Rose McCaul and the vacant seat rotate in 2022

Dave Dunn tested for consensus

Proposed by Seosamh O’Duinn, Seconded by Colm McLynn

  1. Election of CB members

Dave Dunn noted that as their were not more candidates than vacant positions that all members were deemed elected.

Dave Dunn tested for consensus.

‘THAT Maureen O’Donnell, Filipa Ferraz, Grace Wilentz and Rose McCaul be appointed to the Co-ordinating Body of the Dublin Food Co-operative Society Limited’

Proposed by Dot Fine, Seconded by Seosamh O’Duinn

Agreed by Consensus

  1. Any Other Business

  1. Resolution D: Publication of CB decisions

Sam Toland spoke on the resolution and outlined the reasons for supporting it.

He noted that the CB do not currently publish minutes. He noted a members resolution at an AGM which sought that the CB publish abridged copies of their minutes in a timely manner.

He noted the arguments for doing so on the basis of transparency however he also noted the issues in terms of commercial sensitivity, confidentiality, maintaining collective responsibility and the added administrative burden of maintaining two sets of minutes for each meeting.

He also noted that after much discussion on the CB that it was agreed that the publication of minutes in and of itself was not necessarily the most effective means of providing members the information that they wished to have - which was not detailed accounts of meetings but rather the important policy and strategic decisions taken.

Sam Toland asked that as members had endorsed a resolution at a previous AGM, that members endorse the proposed change also.

There was a discussion around what would be ‘regular’ and every two/three months was highlighted as enough.

Eoin Dinan sought clarification that minutes would continue to be taken. Sam Toland confirmed that minutes would continue to be taken, as required under statute and the proposal to discontinue the obligation to publish these broadly.

Dave Dunn tested for consensus

‘THAT the Co-ordinating Body will publish regular summaries of the content of their meetings and important decisions balancing our society’s principle of transparency with the need for confidentiality.’

Proposed by Sam Toland, Seconded by Kevin O’Farrell

Agreed by Consensus

  1. Resolution E: ICOS Membership

Sam Toland outlined the context of the resolution and the original decision to affiliate with ICOS. He noted that we held three different General Meetings on the topic with concerns around the ethos of ICOS, cost and other matters. It was approved by consensus in the end with a number of members reserving reservations. It was also agreed to require continued consent from members to continue affiliating.

Sam Toland was questioned on the value for money of being an affiliate. He noted that we had received support from ICOS in terms of procedural guidance and other administrative matters but noted that the off-the-shelf materials on policy have not been available as was originally expected.

There was a discussion about the question of aligned ethos and the value of being a member of ICOS from a co-operative movement perspective. Delegates to the ICOS AGM noted the strong language in terms of climate action used by the President of ICOS in his address to their AGM.

Sam Toland noted that the CB in their last meeting had no clear consensus on remaining affiliated to ICOS and decided to leave this to the members to decide. Since attending the AGM, Sam Toland now feels that on balance continued membership of ICOS is worthwhile from a movement building perspective.

Aoife Hammond noted that ICOS Skillsnet has been tremendously useful in building up the capacity of the team and that it looks like they will be supporting the Member & Community Development Programme.

Patrick Doyle attended the ICOS AGM as a delegate and thought the tone was going and that being a member aligned with our co-operative principles.

Kevin O’Farrell noted that their has been criticism of ICOS beginning to talk the talk on climate action but not living up to this.

Des Gunning noted that Seamus McKeown, a member, and one of the founders of the Donore Credit Union and the Central Dublin Co-op would have advocated for Dublin Food Co-op being an affiliate of ICOS to contribute towards building the right kind of movement. Des himself supported the resolution.

Eileen Fitzsimons supported affiliation for another year, but made the argument that we should be seeking a reduced affiliation fee.

Seosamh O’Duinn made the argument to continue affiliation as there was an opportunity to use our affiliation to influence other co-operatives to follow our model of co-operation and environmentalism.

Mark Malin noted his continued reservations about whether the ethos of ICOS was aligned with the Dublin Food Co-op and whether it was appropriate to continue to be affiliated with them.

A number of members raised the possibility of establishing our own secondary co-operative, and Sam and Aoife noted that this was an area under active review.

Dave Dunn tested for consensus

‘THAT the Dublin Food Co-operative Society will renew its affiliation with the Irish Co-operative Organisations Society until the Annual General Meeting held in 2020’

Proposed by Sam Toland, Seconded by Patrick Flynn

Agreed by Consensus

  1. Adjourn Meeting

Dave Dunn noted that we were finishing all time and thank all members for contributing to the meeting. He thanked specifically for keeping us on time.

Meeting ended 21.26

DRAFT Minutes of Special General Meeting 2019

Dublin Food Co-operative Society Limited

Wednesday 12th June 2019 at 6.15pm

Inchicore Sports and Social Club,

Library Square, Inchicore, Dublin 8

Facilitator - Dave Dunn

Minute takers - Sam Toland (Secretary), Amy van den Broek, Valerie

Time keeper - Dot Fine

CB Members in attendance – Patrick Flynn (Chair), Sam Toland (Secretary), Maureen O'Donnell (Treasurer), Kevin O’Farrell, Aaron Jewell

Management Team in attendance - Aoife Hammond (General Manager), Amy van den Broek (Shop Co-ordinator)

Members Present: 47 members at start, 47 members at finish

  1. Welcome to SGM and Introduction to Agenda

Dave Dunn welcomed everyone to the Special General Meeting having briefly adjourned the Annual General Meeting. He acknowledged that the intention was to resolve the meeting quickly and members to consider the same proposers and seconders for the adoption of the agenda, standing orders and other procedural matters.

Proposed by Sam Toland, Seconded by John O’Donoghue

Adopted by Consensus

  1. Standing Orders

        The standing orders were reviewed by the meeting.

        Proposed by Thomas Hamann, Seconded by Eoin Dinan

        Adopted by Consensus

  1. Resolution A: Complete Amendment of Constitution

        Dave Dunn introduced Sam Toland, the Secretary of the Co-operative and the proposer of the resolution.

Sam Toland outlined the history of the changes to the constitution which included a number of minor amendments related to changes in legislation. These were discussed at numerous meetings over the last year, but have not been addressed due to overruns on other matters and the absence of quorum at a meeting in March 2019.

It is broadly understood at this point that the matters at issue are not controversial amongst members.

The substantive change to the Constitution related to extending the requirement to hold an AGM from the first three months of the year, to the first six months of the year. This was achieved by change the word ‘three’ to ‘six’ in the relevant part of the document.

It was noted that the CB have not included a prior suggested amendment to reduce the notice period for General Meetings, as there was no longer a consensus on the CB regarding same.

Seosamh O’Duinn questioned the need to update references to new legislation.

Sam Toland noted that the Registrar of Friendly Societies would not accept the substantive amendment (change to six months) unless we made the technical amendments related to the change in legislation.

A member confirmed that we are obligated to change the references in our Constitution.

Seosamh O’Duinn noted a concern around the move to a period of 6 months, and a move by the future CBs to release financial information and hold AGMs in June every year.

Sam Toland acknowledged that this would not be desirable, and that in ordinary circumstances members should receive financial statements as soon as practicable, so as to be useful for members in examining the affairs of the society.

Martin Nolan (Chair of Finance, Audit & Risk Committee) noted that it is virtually impossible for a society of our size to have audited financial statements prepared within the first three months of the year if a non-routine matter arose in that year. He noted that three months is too tight a deadline, and that the six months is more reasonable.

Seosamh O’Duinn agreed to not object, but maintain reservations about the changes.

Dave Dunn tested for consensus.

‘THAT a complete amendment of the Constitution (Rules) of the society as presented to this Special General Meeting be hereby approved’

Proposed by Sam Toland, Seconded by Filipa Ferraz

Agreed by Consensus, with reservations maintained

  1. Adjourn Meeting

The meeting adjourned at 18.56