1. Appointment of Facilitators and Minute Taker

Facilitators: Bruce Diekman, Ashton Roskill, Tom Bartels

Minute taker: Lauren Sims

2. Attendance and Apologies

Attendance (MC): Tom Bartels, Ashton Roskill, Bruce Diekman, Anthony Taylor (stepped down at this meeting), Lauren Sims, Vicki D’Adam, Uppma Virdi (appointed at this meeting), Karl Coombe (appointed at this meeting)

Attendance (Members): Yue Ajioka, Stevie Bee, Georgina Budd, Sam Byrne, Stephen Catt, Isabel Chiu, Ran de Silva, Christine Doyle, Harley Foster-Skewis, Danny Hirschfeld, Owen Hirschfeld, Bill Jarvis, Melian Jarvis, Emma Lees, Declan Schuller, Daniel Shaw, Malcolm Skewis, Judy Tompkins, Zimdars Wiebke, and Anita Wu.

Apologies: Allie Cooke, Cyrus Irani

3. Approval of Agenda

That the agenda be approved.

Moved: Vicki D’Adam

Seconded: Steve Catt

Carried by consensus

4. Adoption of Previous AGM Minutes

That the minutes of the 2018 AGM be adopted.

Moved: Steve Catt

Seconded: Bruce Diekman

Carried by consensus

Ashton Roskill addressed the directors report, and gave thanks to the store team, particularly Allie and Ran.

We saw a dramatic turnaround towards the end of 2018 and early 2019. A 5% decrease in sales caused by competitive pressure and out of control costs, and 3-4% net margin. An extraordinary meeting in April 2019 agreed to a dramatic rescue plan, including a month-long  Grow Alfalfa House 'Chuffed' Crowdfunding appeal. The organisation was restructured to align our cost base to revenue, and trade our way out of trouble.

The Crowdfunder raised $45K – 2/3 of our debt profile.

Later in the year further debt due to inefficient invoicing systems was identified – three directors made loans to allow for solvency. We are now solvent, paying suppliers on time, and trading at a small surplus.

Members were thanked for their continued support.

That the Directors' report be approved.

Moved: Stevie Bee

Seconded: Isabel Chiu

Carried by consensus

6. Manager's Report

Ran de Silva spoke to Allie Cooke's Manager's Report, in her absence.

This year saw further competition in the Enmore/Newtown area from Taste Organic and Naked Foods.

A staffing re-structure reduced most contracts from permanent to casual, with reduced hours. Two Stock Manager roles were combined into one – with Paolo Santos appointed to the position. Emily Olive was appointed Volunteer Co-ordinator, Georgie Budd, Workshop and Events Co-ordinator.

The volunteer discount was capped at 20% – the year also saw volunteers working with paid staff on the till on Saturdays, and much product diversification.

In addition, our accounting and bookkeeping firm was replaced.

Areas for development and improvement have been identified:

• greater collaboration with other community organisations;
• an experienced team to boost marketing;
• a better POS system; and
• small shop renovations to improve stock and layout

The potential for a major shop refurbishment is still on our wish list.

That the Manager's report be approved.

Moved: Stevie Bee

Seconded: Isabel Chiu

Carried by consensus

7. Finance report

Tom Bartels addressed the finance report.

Financial report:

• Where we were: brief summary of the last few financial years and current year. We did have a large stock write down – carrying a lower amount of stock than what we thought we had. Not buying as much as we started with. Better stock control. Three director loans.
• Where we are now: healthier position, paying suppliers, staff, ATO on time. Now that we’ve cut costs, we need to increase sales, marketing and collaborations. Volunteer teams will be essential.
• Questions/comments:
  • Stevie Bee – have the directors been repaid? Response (Tom): No. The agreements are for indefinite loans. Total amount of $25,000. Once we’re in a surplus we can have a conversation about repayment. Loans won't be called at short-term notice.
  • Bruce Diekman: Our financial performance has been much better so far this financial year (19-20), Alfalfa House returned to profit in September 2019.
  • Tom: average monthly costs are now down, sales fairly flat compared to 2019.

That the Finance report be approved.

Moved: Stevie Bee

Seconded: Isabel Chiu

Carried by consensus

8. Volunteer Teams

Tom Bartels – a plan for growth and improved sales, relying on Volunteer Teams, was launched in late 2019:

• Many skilled people in our membership base have skills that can be utilised. A Volunteer Teams spreadsheet was distributed with further information.
• Priority Volunteer Teams: marketing, partnerships/networking, grants and sustainability, workshops and events.

9. Announcement of Annual Subscription Fee

10. Selection of Returning Officer

• All current directors automatically resign from the Members' Council at the AGM each year – this leaves seven (7) MC positions open for election.
• A Returning Officer is needed to facilitate nominations, an election if required, and to declare the results.
  
• The Returning Officer cannot be a candidate for election.

Isabel Chiu was appointed returning officer, assisted by Anthony Taylor.

11. Call for nominations to Members' Council and election

All 'active' members are eligible for nomination in accordance with current Alfalfa House Rules.

Nominations

• Bruce Diekman nominated by self, seconded by Lauren Sims
• Ashton Roskill nominated by self, seconded by Bruce Diekman
• Tom Bartels nominated by self, seconded by Bruce Diekman
• Uppma Verdi nominated by self, seconded by Bruce Diekman
• Lauren Sims nominated by self, seconded by Vicki D’Adam
• Vicki D’Adam nominated by self, seconded by Lauren Sims
• Karl Coombe nominated by self, seconded Ashton Roskill

As there are 7 nominations and 7 vacant positions, no election is required. The above seven members were elected to the Members’ Council.

12. Director remuneration

Moved: Ashton Roskill

Seconded: Bruce Diekman

Carried by consensus

13. Proposed changes to Alfalfa House Rules

Information on the reasons and effect of the proposed changes here: https://alfalfahouse.atlassian.net/wiki/x/JYBsEw

Anthony Taylor addressed the proposed rule changes, which will use a new template to modernise our Rules in line with new 2014 Co-operatives National Law.

Key changes:

• Option to use co-operative capital units
• Maximum subscription of $50 (current subscription $20)
• Change size of the board to 9 members (from seven)
• 2-year terms for members (staggered election)

Background:

• Consultation online and workshop sessions, some proposed changes deferred
• New co-ops legislation
• New template is approved by Fair Trading (but isn’t the model rules)
• Further changes to be considered through the governance team

Questions/comments

• Stevie Bee: typo (1.3 b insert “minimally” before packaged) - accepted and incorporated into the special resolution - no intention to change this rule
• Bill Jarvis: Comment – active member purchased in the current year – request consideration for change to rule on next occasion - noted and referred to governance team for consideration with further rule changes

Special resolution: To amend Alfalfa House Community Food Co-operative Ltd.’s Rules by adopting the draft revised Rules tabled at this AGM.

Moved: Steve Catt

Seconded: Lauren Sims

Carried by special resolution (21 voted in favour, 0 voted against, 1 abstained)

14. Any other business 

• Ran de Silva - that this AGM acknowledge the work of the MC.