Motion for Members

The Edge Fund team invites members to read and support the motion below with the aim of consolidating the ongoing compensation scheme offered to CG members that cannot volunteer their time and skills to Edge.

If you cannot attend the meeting you can communicate your vote using this Proxy Form. Please note that votes communicated using the Proxy form should be emailed to [email protected] no later than 48 hours before the commencement of the meeting.

Motion for members

1. Context:

We invite members to approve the proposed changes to Edge’s rules on Core Group compensation in order to ensure full transparency and strengthen our organisational sustainability.

The proposal aligns with CIC regulations, which allow directors to be paid for services provided there are clear contracts, conflict of interest procedures, proper records, and fair and reasonable remuneration. It expands and clarifies the existing rule in Edge's constitution: 

"The Society may pay any reasonable expenses which the Directors properly incur in connection with their attendance at meetings or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Society." 

In 2022, the former Facilitating Group introduced a modest compensation scheme to support participation from grassroots organisers and members who could not otherwise afford to volunteer substantial time. This was intended to help build a more inclusive and representative Core Group as 6 new CG members were co-opted in September 2022. 

As outlined in the 2023–24 and 2024–25 Annual Reports, Core Group members were required to undertake significant operational responsibilities beyond the original expectations set out during induction sessions. Following the departure of 3 of the new CG members in 2023, remaining Core Group members took on additional operational work, particularly for the Treasurer role and two members involved in the Staffing Working Group, which coordinated staff support, contractor liaison, pastoral care, membership engagement and more generally supported staff to manage the funding rounds. Critical to this process was the need expressed by staff to be offered management and coordination that was until then outsourced and limited to minimal contention with no support for work planning or pastoral care.

Following further restructuring, an organisational appraisal conducted with the support of an external consultant, and the co-option process announced at the 2025 AGM, the Core Group proposes a revised compensation structure to support sustainable participation. Under this proposal, the Core Group will consist of four members with defined responsibilities:

  • Rosanna – Communications
  • Faiza – Fundraising
  • Nehanda – Staffing, Wellbeing and Accountability
  • Patrick – Treasurer

The two new CG members would be compensated for 8 monthly hours of work that will allow them contribute to their areas of expertise more fully and to the overall governability of the fund. A third CG member would continue receiving a compensation for the hours of work committed to staff support. None of the members is expected to do operational work for the administration of the funding rounds or membership engagement, with the CG acting as a strategic group that supports staff to develop plans in all areas of Edge’s work. 

The consolidation of the compensation scheme and the new structure is intended to strengthen coordination across Edge’s work, and support active participation from CG members without the operational burden that CG members experienced in the past. This will enable the organisation to continue fulfilling its mission effectively. 

As included in our call for the expressions of interest to join the Core Group published on our website on 6 February 2026 and circulated via our Member’s Newsletter, the aim is to limit the number of hours that new CG are compensated for to a maximum of 8-12 monthly hours at a rate of £21 per hour. CG members are not employed by Edge Fund and are responsible for their own taxes. The suggested rule will bring more clarity and transparency on the compensation scheme operated since September 2022.

2. Proposed New Rule 

Remuneration for Services Provided by Directors or Core Group members.

  1. A Director may provide services to the Society pursuant to a contract or other arrangement entered into with the Society, including but not limited to management, administrative, operational, consultancy, professional or technical services, provided that the requirements of this Rule are complied with.
  2. A Director may receive reasonable remuneration or other benefit for services supplied to the Society, provided that:

(a) the nature and level of the remuneration is reasonable and proper in all the circumstances;

(b) the arrangements are in the best interests of the Society;

(c) the Director concerned has declared the nature and extent of their interest fully and promptly to the Board;

(d) the Director concerned shall withdraw from any meeting at which their remuneration, engagement, appointment or contractual arrangements are discussed;

(e) the Director concerned shall not vote on the matter and shall not be counted in the quorum for that part of the meeting;

(f) the remaining Directors are satisfied, after considering all relevant circumstances, that it is in the interests of the Society to enter into the arrangement;

(g) the terms of the arrangement are set out in writing and approved by the Board;

(h) the remuneration does not exceed an amount that is fair and reasonable in relation to the services provided; 

  1. The Board shall ensure that proper records are maintained of:

(a) any declaration of interests made by a Director;

(b) the reasons why the arrangement is considered to be in the interests of the Society; and

(c) the basis upon which the level of remuneration was determined.

  1. A Director may be an employee of the Society only where expressly authorised by the Board in accordance with this Rule and upon terms approved by the Board.
  2. Nothing in this Rule shall prevent the Society from reimbursing Directors for reasonable out-of-pocket expenses properly incurred in the exercise of their duties on behalf of the Society.
  3. Any remuneration or benefit paid under this Rule shall comply with the Co-operative and Community Benefit Societies Act 2014, these Rules, and any applicable regulatory requirements.
  4. There is a maximum of £,6000.00 allocated to cover CG compensations. 

3. Appendix: Policy to declare and manage Conflict of Interest:

Conflict of Interest and Board Compensation Policy

Purpose: Edge Fund is committed to transparency, accountability, and equitable participation in governance. This policy establishes procedures for identifying, disclosing, and managing conflicts of interest, including matters related to board member compensation.

Board Compensation: The organisation may provide limited compensation or honoraria to board members for governance-related responsibilities in order to promote inclusive participation and remove barriers to service for individuals who may not otherwise be able to volunteer substantial time. We recognise that reliance solely on unpaid volunteer governance may create barriers to participation for individuals with caregiving responsibilities, limited financial means, disabilities, or other circumstances. We aim to promote equitable, diverse, and representative governance while remaining subject to the conflict-of-interest safeguards set out in this policy. 

Compensation arrangements shall:

  1. Be approved by the board or a designated committee.
  2. Be reasonable, proportionate, and aligned with the organisation's resources and mission.
  3. Be documented in board records.
  4. Be reviewed periodically for fairness and consistency.
  5. Be communicated and discussed with our membership.
  6. Changes to the general policy on board compensations must be agreed with the wider membership.

Disclosure of Interests: Board members must promptly disclose any actual, potential, or perceived conflict of interest, including financial, professional, personal, or family interests that could influence, their judgment or decisions on behalf of the organisation.

Decision-Making: Any board member with a direct financial interest in a matter, including compensation affecting them personally, shall:

  1. Disclose the interest before discussion or voting.
  2. Refrain from participating in decisions regarding their own compensation or related benefits.
  3. Leave the meeting during voting where appropriate.

The disclosure and recusal shall be recorded in the meeting minutes.

Transparency: The organisation shall maintain records of compensation policies, disclosures, recusals, and decisions made under this policy. Information regarding board compensation may be disclosed to members and stakeholders as required by law or organisational policy.

Annual Declaration: All board members shall annually confirm that they have read, understood, and agree to comply with this policy and have disclosed any relevant conflicts of interest.