Annual General Meeting Minutes 2009 (unconfirmed)
Tuesday November 17, 2009
Main Office Gallery, Addison Road Community Centre, Marrickville
Start: 7pm

APPOINTMENT OF FACILITATOR AND MINUTE TAKER
Facilitator: Genevieve Derwent, Minutes: Linda Grkinic

ATTENDANCE AND APOLOGIES
Attendance: Genevieve Derwent*, Linda Grkinic*, Jo Rose*, Sam Byrne*, Nija Dalal, Monika Baumann, Jann French, Tony Grech, Martine Negro, Rosie Lambert, Malcolm Fitzgerald, Rebecca Reddin, Danny Hirschfeld, Olivia Lovell, Iona Mackenzie, Robert Warlow, Stevie Bee, Dave Harris, Andrew McNicol, Danielle Kaladelfos, Wendy Dyson

Apologies: Amity Lynch

Others (non-members): Sarah Runcie, Craig Johnson, Lisa Lewin, Margaret Levin, Mark Lambert

* current MC at time of AGM

ACCEPTANCE OF PREVIOUS AGM MINUTES

Proposal: That the minutes of the 2008 AGM be accepted.
Nija Dalal/Stevie Bee CARRIED

REPORTS

CO-OP COORDINATOR'S REPORT

Proposal: That the report* be accepted. Sam Byrne/Jo Rose CARRIED

DIRECTORS' REPORT

Proposal: That the report* be accepted. Dave Harris/Jann French CARRIED

FINANCE REPORT
• As there is no treasurer and the bookkeeper is not present, there is no official finance report. Copies of the audited annual report are available for perusal.

GROCERIES REPORT
• Genevieve Derwent asked the meeting to acknowledge the extra burden carried by staff and in particular Groceries Coordinator Monika Baumann when MC introduced new policies and a revised budget over the past year. This year has been one of consolidation. Now that much ground work has been done MC and staff expect day-to-day operations at AH to run more smoothly over the next year.

Proposal: That the report* be accepted. Olivia Lovell/Dave Harris CARRIED

FRUIT+VEG REPORT

Proposal: That the report* be accepted. Jann French/Martine Negro CARRIED

* To view these reports please click here.

ELECTION OF RETURNING OFFICER
Proposal: That Nija Dalal be appointed Returning Officer.
Sam Byrne/Danny Hirschfeld CARRIED

CALL FOR NOMINATIONS FOR THE MANAGEMENT COMMITTEE

The following candidates were nominated:
Jo Rose
Sam Byrne
Rosie Lambert
Tony Grech
Rebecca Reddin

Report from Returning Officer: There being no objections and no more nominations than the maximum number required, I declare Jo Rose, Sam Byrne, Rosie Lambert, Tony Grech, Rebecca Reddin elected to the Management Committee of Alfalfa House.

Proposal: That the Returning Officer's Report be accepted.
Stevie Bee/Monika Baumann CARRIED

CONFIRMATION OF THE AUDITOR

Proposal: That Auditor Andrew Savva and Associates be confirmed as the co-op’s auditor. Sam Byrne/Stevie Bee CARRIED

SPECIAL RESOLUTION 1
(a) That the cooperative shall convert from being a cooperative with a share capital to a cooperative without a share capital by altering its rules in accordance with this resolution,
(b) That the rules provided to members attached to the notice of special resolution be adopted as the rules of the cooperative,
(c) That all shares in the cooperative held by any member before the registration, are to be cancelled, and
(d) That the paid-up share capital shall become part of the general reserves of the cooperative to be applied in accordance with the rules and that members shall not be entitled to any amounts paid up on the share capital.

Discussion:
• Iona Mackenzie asked what will happen to funds from shares currently held in trust. Nija Dalal confirmed that money received from shares has been used to fund day-to-day operations at the co-op, in accordance with their intended purpose and Registry of Co-op rules. The funds are not sitting aside in a trust account (the Registry does not require this) but the amount is sitting on our books as a liability that affects our balance sheet. Removing this liability would improve our financial position and remove a large administrative burden.
• Members questioned how the proposed rule change would affect the day-to-day experience for co-op members. Nija Dalal confirmed the proposed rule change generally wouldn’t affect members’ day-to-day experience. Member numbers would remain the same. Members rarely request a refund of their shares on resignation, with the vast majority donating the funds. Also, as considerable effort was made to contact every member about the proposed rule changes via email or mail, it is reasonable to assume that if a member objected to the proposed rule change they could have resigned and requested a refund of their shares prior to the AGM. However, Nija is not aware of anyone resigning for this reason.
• Nija also explained that the proposed rule change regarding the number of directors would provide greater flexibility for MC to operate within co-op rules and meet quorum.
• Sam Byrne asked the meeting to acknowledge the considerable amount of work Nija put into this resolution.

Proposal: That the resolution be adopted.
Jann French/Iona Mackenzie CARRIED

SPECIAL RESOLUTION 2
That Alfalfa House expel Maree Knight (member 4396) in accordance with Rule 49 (a) (ii) of the Rules of Alfalfa House Community Food Cooperative Limited.

Discussion:
• A number of members expressed concern that the member’s privacy had been violated by the name being publically listed. Nija Dalal explained the Registry of Co-ops required Alfalfa House to publish the full name and number of any member the co-op proposed to expel. However, Alfalfa House does not need to publish the specific reason for expelling the member. We can record that the member is being expelled in accordance with Rule 49 (a) (ii) of Alfalfa House Community Food Cooperative Limited, which relates to behaviour detrimental to the co-op.
• Iona Mackenzie asked why the matter had not been dealt with at an MC meeting rather than brought to an AGM. Genevieve Derwent explained that while the matter had been discussed at several staff and MC meetings, MC does not have the authority to expel a member. Nija Dalal reinforced that the only way to expel a member for behaviour detrimental to the co-op was to propose a resolution at an AGM. The process includes sending a letter to the member weeks ahead of the AGM to provide him/her with an opportunity to respond, and to have an open and transparent discussion at an AGM.
• A number of members asked why it was necessary to expel the member concerned. For example, couldn’t staff elect not to serve them and ask them to leave the shop? In addition, even if Alfalfa House did expel the member, would this necessarily prevent them from entering the store? Nija Dalal explained that staff can legally choose not to serve a member of the public and can ask them to leave the store. However, the co-op is a member’s co-op. It is not reasonable to keep someone as a member but deny access. If Alfalfa House were to expel the member and he/she later entered the stop as a member of the public, staff could legally ask him/her to leave.
• Iona Mackenzie proposed developing a new policy for dealing with behaviour detrimental to the co-op. Rosie Lambert volunteered to help develop the new policy, although stated she thought the current matter had been dealt with appropriately. Nija Dalal reinforced that while MC can develop policy for any issue, the only way to expel a member from the co-op would be via a special resolution at an AGM. This is in accordance with the Registry of Co-op's rules.

Proposal: That the resolution be adopted.
Wendy Dyson/Danny Hirschfeld
CARRIED with more than the required two-thirds majority

PROPOSAL FOR DISCUSSION
That owning its own premises be a long-term goal of Alfalfa House.

Discussion:
• Sam Byrne explained the background to the proposal. Owning our own premises would provide greater security in location and had the potential to be a sound investment. If the proposal were approved, MC could include allocations to a building fund in the budget. Other alternatives or supporting actions could include fundraising and/or introducing an annual fee. Sam considered the proposal to be a long-term plan with at least a 10 year outlook.
• The meeting discussed a few possible roadblocks to buying, as well as a few opportunities for the co-op: Sydney City Park, Addison Road, and others.
• Sam Byrne reinforced that the proposal was a concept intended to provide strategic direction. If supported at the AGM, MC and staff could focus on how the goal might be achieved. This may include a building fund allocation in the budget. The proposal is deliberately broad so would not be locked into any course of action, e.g., there is no mention of the location. Alfalfa House could always continue with a low-rent option if considered preferable. If we are fortunate enough to be given a building we could always take advantage of the offer.
• The meeting discussed a proposal included in initial AGM announcements about opening a second shop. Jo Rose explained this proposal was discussed at staff and MC meetings and the consensus was a second shop would not be in the best interests of Alfalfa House at this stage and would, in the foreseeable future, split resources, expand workloads and stretch AH in a detrimental way. The proposal was dropped from the current AGM agenda but could always be revisited if circumstances changed.

Proposal: That the proposal be adopted.
Jann French/Stevie Bee CARRIED

Genevieve Derwent left the meeting at 9.08pm and Jo Rose assumed the role of facilitator.

GENERAL BUSINESS

Other co-ops
• Dave Harris raised the matter of assistance offered to other co-ops. Jo Rose explained that considerable assistance had been offered to other co-ops in the past year, including Thirroul, Blue Mountains, Rhubarb Foods and others. This has included many hours of on-the-job training for other Coop staff from the Groceries and Fruit+Veg Coordinators.
• Dave said he had spoken to a member of Rhubarb Foods who was disappointed that AH had not shared its POS (Point-of-Sale system) with Rhubarb. Jo Rose explained that this matter had been discussed in detail at a number of staff and MC meetings. The consensus was that AH's POS is so poorly designed that it would be of no help to Rhubarb and instead would probably be detrimental. The system has placed an enormous burden on staff and budgets over the past seven years while we have been trying to make the system more workable. The system is still undergoing substantial development and is still a long way from working efficiently and effectively. AH felt that Rhubarb would be far better off building its own POS from the ground up rather than adopting any aspect of our inherently-flawed system. Olivia Lovell also expressed staff concerns about the privacy implications of handing POS data with membership information to another co-op.
• Malcolm Fitzgerald is helping to establish Rhubarb Foods and acknowledged great amount of help AH has offered to Rhubarb. As a developer he hoped he could use the shell of the database. He reinforced there was no need for any personal information. They are now looking to purchase a commercial system.
• Nija Dalal stated that if AH could go back in time it would have been far better to purchase a commercial system we could build from the ground up rather than creating the mess with which we continue to struggle.
• Dave questioned whether AH should have given the shell of our POS system to Rhubarb Foods as requested but take no responsibility for the outcome. Jo Rose explained this option was discussed by staff and MC, and the consensus was it would not be ethical to hand over a system we knew to be inherently flawed and not take any responsibility for the outcome. The level of assistance already offered to Rhubarb Foods was becoming difficult for AH to sustain due to staff workloads. If we handed over a ‘broken’ system we would feel compelled to assist and this would not be sustainable for AH. Staff and MC believed that handing over our substantially flawed POS system would be harmful and damaging to Rhubarb.
• Sarah Runcie said she is a developer herself and she can understand why Rhubarb requested to use the shell of the database, but this would only be useful if the system itself was useful. If staff and MC are universally saying “believe me, you don’t want our terrible system” this is saying something. Considering the concerns of staff and MC she thinks it would be far more beneficial for Rhubarb to design a system from the ground up that has exactly what they want. Screen grabs of the POS may still be useful. Nija Dalal confirmed AH offered screen shots to Rhubarb at a previous MC meeting and these have been provided.
• Dave thanked the meeting for including the discussion about other co-ops in general business, and acknowledged the concerns of staff and MC that were behind the POS decision.

AUDITOR'S REPORT

Proposal: That the auditor’s report for financial year 2008-2009 be accepted. Nija Dalal/Olivia Lovell CARRIED

Meeting closed 9.40pm