Date	Sunday 13th December, 2020
Time	6:30pm-8:30pm
Location	Temple On The Park, 158 Australia Street, Newtown (beside Camperdown Rest Park), or Join Zoom Meeting
Meeting opened at	6:30pm
Meeting closed at	8.30pm

Facilitators	Bruce Diekman, Ashton Roskill, Tom Bartels
Minute taker	Lauren Sims
Timekeepers	Bruce Diekman & Vicki D'Adam
Next AGM date	End of 2021 (TBC)

Acknowledgement of Country: Before we begin the meeting, I would like to acknowledge and pay respect to the traditional owners, both past and present, of the land we occupy and upon which we meet — the Gadigal people of the Eora Nation. It is also upon their ancestral lands that Alfalfa House is built.

1. Appointment of Facilitator and Minute Taker

Facilitator: Bruce Diekman, Ashton Roskill, Tom Bartels

Minute taker: Lauren Sims

2. Attendance and Apologies

Attendance (MC): Bruce Diekman, Ashton Roskill, Tom Bartels, Lauren Sims, Vicki D'Adam, Uppma Virdi, Karl Coombe

Attendance (Members): Cyrus Irani, Lisa Kwok, Anthony Taylor, John Schembri, April Vorsay, Allie Cook, Yue Ajioka, Stevie Bee, Emma Lees (zoom), Ran da Silva (zoom), Emily Olive (zoom), Bridget Berry (zoom), Sam Byrne (zoom), Malcolm Skewis (zoom), Meg Quinlisk (zoom), Jan Rashbro (zoom)

Apologies: Steve & Janet Catt

3. Approval of Agenda

That the Agenda be approved.

Moved: Ashton

Seconded: Karl

Carried by consensus

4. Adoption of Previous AGM Minutes

That the minutes of the 2019 AGM (held on February 23, 2020) be adopted.

Moved: Bruce

Seconded: Ashton

Carried by consensus

5. Directors’ Report

Ashton addressed the meeting.

That the Directors' report be approved.

Moved: Bruce

Seconded: Tom

Carried by consensus

6. Manager's report

Ashton addressed the meeting.

That the Manager's report be approved.

Moved: Vicki

Seconded: Uppma

Carried by consensus

7. Finance report

Tom Bartels addressed the meeting.

Questions:

How far back in time do we go on the Annual Leave Loading issue? Answer: we can only go back as far as 1 July 2015 (due to accounting records)
Does the current sales software track time of sales? Answer: yes

Financial report:

Financial Statements: FY20 SIGNED Alfalfa House Financials.pdf

FY21 snapshot P&L and Balance Sheet:

That the Finance report be approved.

Moved: Ashton

Seconded: Lauren

Carried by consensus

The meeting acknowledged Tom's valuable contribution to the co-op and thanked him for his service.

8. Volunteering for Alfalfa House

Tom addressed the meeting.

Volunteer assistance required: In store, lease renewal negotiations, community engagement, grants, sustainability, co-op of co-ops.

9. Announcement of Annual Subscription Fee – 2021

The MC previously decided that the Annual Subscription Fee (ASF) will remain unchanged (i.e. $20 or part thereof) for the 2021 calendar year. However, due to the possibility of the Co-op being wound up in 2021, this matter will be reconsidered at the next MC meeting.

13. Update to Alfalfa House 'Active Membership' Rule

Key changes: The MC is proposing that the Active Membership Rule be amended to better reflect the Co-op’s practice since 2017, of charging all members an Annual Subscription Fee.

Background: This change was planned to occur at the last AGM with the revision and adoption of our new Rules, but was withdrawn by the MC due to the time factor involved in pre-approval by the Co-ops Registry – approval has now been granted by the Registry. A fully track-changed copy of the Draft Rule amendments, including the proposed new Active Membership rule, together with our current Rules, is available here.

Questions/comments: none.

SPECIAL RESOLUTION: That the Co-operative’s Rules be amended by adopting the draft Active Membership rule.

Moved: Bruce

Seconded: Vicki

Outcome: the meeting (21 members) voted unanimously in favour of the resolution. No members voted against the resolution or abstained.

14. 'Cosmetic' corrections to new Alfalfa House Rules

Background: A few additional Rule changes are proposed to address grammatical errors, formatting errors, and awkward or ambiguous phrasing, some of which were identified at our last AGM, when our revised Rules were approved. If passed, these changes will not substantially alter the Rules, but will improve clarity for all members and users of the Rules. A fully track-changed copy of the Draft Rule amendments, together with our current Rules, is available here.

Questions/comments: none.

SPECIAL RESOLUTION: That the Co-operative’s Rules be amended by adopting the grammatical, formatting and phrasing changes contained in the draft Rules.

Moved: Ashton

Seconded: Tom

Outcome: the meeting (21 members) voted unanimously in favour of the resolution. No members voted against the resolution or abstained.

15. Any other business

Proposal to circulate a separate Special Resolution to Members in 2021.
Tom and Ashton addressed the meeting.

The attached slideshow outlines the recommendation of the majority of the MC Board for members to vote on a Special Resolution for wind-up of the Co-op's retail operations.
It is a summary guide to the process involved.

The attached is only a recommendation to members, but it is a full disclosure in line with the MC's Directors duties. In the end, the decision is the full Alfafa House Co-op's member base's to determine.

Through the intended process (given the very short notice), we welcome the submission of alternatives 'Not in Favour of the Voluntary Wind-up'.

Further communications, and Special General Meetings (SGMs) will be set in train to discuss all views in greater detail.

See attached for detail & timelines.

Questions:

Plan for communicating to the membership? Answer: There will be a written communication to members within a week.
Could the co-op reopen after winding up? Answer: If there are any assets left over, we could use that as capital to start a new business.
Predict likely assets after windup? Answer: Can't predict at this stage.
Can we hold onto any assets? Answer: Depends on our liabilities.
(Anthony) Can we include a member survey in the communication to members? Answer: Yes, we can do that.

Comments:

Uppma may be available to work at the shop one day a week in January to try to assess the business, but will need assistance.
Cyrus suggested that one option would be return to a more traditional food co-op model, where there is no shop front.

Items 10-12 on the agenda were deferred until after item 15

10. Selection of Returning Officer

It has been longstanding Alfalfa House practice that Members' Council directors (MC) resign at the AGM at the end of each year. Starting in 2021, this will change thanks to the introduction of 2-year terms that are now part of our new Rules. Hopefully this will bring continuity, greater stability, and less 'corporate memory loss' to MC life.
The new Rules also increase the number of MC positions from seven (7) to nine (9) directors, who will decide between 1- and 2-year terms. 'Active' members with relevant skills, experience, commitment and enthusiasm to serve on the Members' Council for up to 2 years, are encouraged to NOMINATE. Please find the Nomination Form and the detailed background of the MC Toolkit here.
A Returning Officer will facilitate the nominations and election process (the Returning Officer cannot be a candidate for MC election).
Anthony Taylor was selected as returning officer.

11. Call for nominations to Members' Council and election

All 'active' members are eligible for nomination to the Members' Council in accordance with Alfalfa House Rules.
The NOMINATION FORM & backgrounder (MC Toolkit) are available here: https://alfalfahouse.atlassian.net/wiki/x/WABJOg

Nominations:

Bruce Diekman
Ashton Roskill
Lauren Sims
Vicki D'Adam
Uppma Virdi
Cyrus Irani

As there were fewer nominations than MC positions, all nominees were declared elected.

12. Director remuneration

Ordinary resolution: That the directors of the co-operative will not be remunerated in this financial year.

Moved: Ashton

Seconded: Uppma

Carried by consensus

MEETING CLOSED 8.30 PM

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