NOTICE OF 2025 LANDCARE NSW SPECIAL GENERAL MEETING

On behalf of the Board of Landcare NSW Ltd, Landcare NSW invites Members to join for the 2025 Special General Meeting (SGM) to vote on Constitutional Propositions for change.

Special General Meeting:

A notice for the Special General Meeting outlines the meeting and special resolution to be passed can be accessed here: Notice of Special General Meeting – Landcare NSW

The details regarding the Special General Meeting are as follows:

Date: Tuesday 3 June 2025
Time: 8.30-9.30am
Location: Online – via Zoom

2025 SGM Agenda and Zoom link will be shared prior to the meeting for those who complete Registration.

Please note *eligible voting members must pre-register to vote by 5pm Friday 30th May

Please contact Landcare NSW with any questions via enquiry@landcarensw.org.au

SGM Attendance Registration

Download 'Notice of Special General Meeting'

Governance Webinar:

A Governance webinar has been set up for Thursday 15th May, 9-10am to further discuss these proposed constitutional changes, allowing for our Members to participate in a Q&A with consultant, Randall Pearce; and with Landcare NSW Board Directors.

Please register your interest in the Governance webinar via this form: Governance Webinar Registration

You can review the full detail behind the propositions for change, by visiting Governance Check Up page or by downloading the ‘What you need to know‘ document.

Please contact Landcare NSW with any questions via enquiry@landcarensw.org.au

Download 'What you need to know'

*VOTING AT GENERAL MEETINGS:

Voting as a Member Group of Landcare NSW – what does this mean?

Every Incorporated and unincorporated Member group who is a financial member of Landcare NSW is entitled to one vote at our SGM. This must be the Chair or the nominated representative of the group. See ‘who can vote’ below

What are my membership rights?

The Landcare NSW constitution allow members in the following categories the right to vote.

**Group Member – YES

Honorary Life Member – YES

Associate Member – NO

Individual Member – NO

Can I send a proxy instead?

No.

As outlined in the Constitution, Proxy voting must not be undertaken at or in respect of a general meeting. Therefore, a committee cannot delegate this to a coordinator or paid employee if they can’t attend the meeting.

Who can vote?

Group Member – Chair or Nominated Representative of a Group Member (‘Group’ does not include district networks)

Honorary Life Member – Current Life Members on our Honour Roll

I want to vote and have my say on behalf of my group. What should I do?

Please ensure you pre-register with your name, email and group you are voting on behalf on before Friday 30th May, and you will be sent a link in advance to cast your vote.

**’Groups’ do not include district networks. The Landcare NSW Constitution defines a District Network member as representing ‘two or more Landcare Member Groups’ – (iii) District Network Member (non-voting) – an incorporated body composed of two or more Landcare Member Groups (whether incorporated or unincorporated) that is recognised by the relevant Regional Body.

Published 18 April 2025

Governance Check Up

LNSW Governance Check-up

The Governance Check-up is part of a two-part project delivered by Randall Pearce of Think: Insight & Advice.

The Governance and Strategy Check-up was commissioned in 2024 to review the organisation’s governance and set a new strategy.

A common consultation exercise was held to feed both projects. It was made up of:

One-on-one interviews – 16 x 60 min
- LNSW Board
- Commonwealth Government
- NSW Government
- Other e-NGOs
- Corporate partner
Focus groups – 4 x 90 min
- Regional Chairs
- Landcare Groups
State Advisory Council – 1 x 90 min – 7 August 2024
Fieldwork conducted: 17 July – 1 August 2024

The first part of the Governance and Strategy Check-up resulted in the production of a new strategic plan.

The governance component of the project included several in-person and virtual elements, including:

Briefing session for Local Landcare Coordinators – 20 August 2024
Update at the Landcare NSW AGM – 20 November 2024
Update at Landcare NSW Board meetings – 10 December 2024 and 17 February 2025
Insurance review meetings – 22 January 2024 and 28 February 2025
Final consultation with State Advisory Council – 3 March 2025

A Special General Meeting (SGM) will be called in the first half of 2025 to seek member support for the Propositions for Change detailed below.

The governance reforms introduced in 2022 have strengthened LNSW’s structure and positioned it for future funding opportunities.

While broadly seen as beneficial, challenges remain in achieving consistency across regional bodies, improving State Advisory Council (SAC) effectiveness, addressing board recruitment difficulties, and managing director workloads.

Continued refinement of governance practices will be essential to sustaining and building on these reforms.

Propositions for change

The following propositions for change to the Landcare NSW Constitution are to be considered. The research and workshop findings, and the rationale for each is included in the ‘Governance Check-up – What you need to know‘ document. We encourage you to consult this document as you consider the propositions for change.

Nomination and election of directors

1. Allow the Nominations Committee to search state-wide for candidates to nominate to the LNSW Board
2. Add two State Advisory Council (SAC) members to the Nominations Committee
3. Broaden the Board Skills Matrix to include ‘perspectives’ and add ‘geographic location’ as a search criterion for Board candidates

Composition of the Board

4. Create a single class of LNSW director
5. Add Landcare experience to the Skills and Perspectives Matrix. ‘Landcare experience’ is any experience gained through direct volunteering as a Landcarer, NRM expertise and experience gained through employment or through appointment to boards and commissions.

Size of the Board

6. Allow the board to function with between seven and ten directors
7. Continue to reserve a minimum of one seat for an Aboriginal and Torres Strait Islander

Terms and conditions of directors

8. Allow directors to be nominated for a third term (given satisfactory performance and attendance)
9. Make a provision for payment of a stipend to all directors subject to approval at the Annual General Meeting

What’s Next?

LNSW will be holding the SGM on 3 June 2025 8.30-9.30am, where these propositions will be put forward to Members for voting. See Notice of SGM for more detail.

A Governance webinar has been set up on Thursday 15th May, 9-10am to further discuss these changes, allowing for our Members to participate in a Q&A with consultant Randall Pearce, and Landcare NSW.

You can review the full detail behind the above propositions, in the ‘What you need to know’ document.

Membership

There are no propositions to change the LNSW Constitution with respect to membership.

Landcare NSW has determined that it will seek to better implement the existing arrangements rather than undertaking greater change at this time.

Changes to the LNSW Membership and Insurance packages, will be addressed separately.

It is felt that the current structure is adequate but that some rules around the benefits (such as access to insurance and the Landcare Enabling Program) need to be clarified instead.

If you’d like to keep updated on this, please email through your EOI so we can register you for future communications, including an FAQ and Webinar with the Insurance Broker, which is scheduled for 19 May 2025, 1-2pm.

Email to register your interest or with any Membership and Insurance questions: memberships@landcarensw.org.au

A Message from our Board of Directors

Adapting for a sustainable future…

Finances
“Landcare NSW is evolving to meet the changing needs of our organization and community. While our core programs remain strong and fully operational – including the Landcare Enabling Program, BCT Public Land Conservation Matters, and the Creating Canopies project – we are implementing strategic changes to ensure our long-term sustainability.
As part of this evolution, we’re embracing flexible working arrangements, with our team transitioning to a remote-first model when our Mascot office lease concludes in March. This shift aligns well with our team’s preferences and modern workplace practices. We’re currently exploring options for virtual office support and meeting spaces to maintain strong collaboration and communication.

“Our finance team continues to provide excellent support through the expertise of our accountant Jasmin Rea and contract CFO Amy Holman, who offers specialized guidance as needed. As we navigate these changes, we appreciate our members’ understanding and support. We remain committed to serving your needs and building an even stronger Landcare NSW for the future.” – Kathy Kelly, Treasurer Landcare NSW

Membership

“Most of you know me as one of the Directors of Landcare NSW, a position I have held for three years. Recently, I also took on an additional role assisting with LNSW memberships.

With the support of our staff, I have been reviewing our membership structures and finding ways to better assist members with their enquiries.

One key improvement I’ve implemented is a more efficient process for handling insurance enquiries, which is now running smoothly. I am also supporting LNSW as we look at refreshing the membership and insurance offering, finding ways to support our Members, as I know we are stronger together.

If you have any Membership/Insurance enquires or require a copy of your Insurance Certificate of Currency, please contact me and I will ensure you receive it. You can contact me at memberships@landcarensw.org.au or lthomson@landcarensw.org.au

– Lyn Thomson, Secretary Landcare NSW

People:

“As the newest Director on the Landcare NSW Board, I have taken on a Human Resources (HR) support role.

This has involved reviewing all staff contracts, conducting staff interviews (phone call of 30 to 80 minutes), reporting to the Board, and, importantly, providing a direct conduit for staff members to the Board.

My findings so far include the following:

1) we have a very talented and diligent group of people on staff,
2) every individual has stated that they enjoy working as part of this great team,
3) all enjoy the flexibility provided to them in their work hours and conditions, and
4) there is an appreciation of the direct contact with the Board of Directors.

Productive organisations require an effective structure – which Landcare NSW has; and appropriate HR structures and pathways. which is what we are providing here.”

– Wayne Chaffey, Director Landcare NSW

2024 Board Directors - Group Photo (1) — Landcare NSW Board of Directors 2024: Bottom Left: Kathy Kelly, Gareth Johnston, Bruce Rolph, Lyn Thomson Top Left: Steve Bunnell, Liz Riley, Wayne Chaffey

Growing Through Change

GROWING THROUGH CHANGE: LANDCARE NSW in 2024

Message from Gareth Johnston, Chair of Landcare NSW:

The past year has showcased the remarkable adaptability and unwavering spirit of Landcare NSW’s network of dedicated volunteers and community leaders. A standout demonstration of this commitment has been our volunteer Board of Directors, who stepped forward to take direct management responsibility during our transition period. Their hands-on leadership and deep understanding of Landcare’s grassroots values has helped maintain organizational stability while strengthening our focus on supporting local groups.
During this time of change, our Board members have gone above and beyond their governance roles, working directly with staff and volunteers to ensure Landcare NSW continues to effectively serve its network. Their practical experience as Landcarers themselves has proved invaluable in understanding and responding to local group needs.

Our network’s achievements this year are testament to the passion and creativity of Landcare members. From restoring critical wildlife corridors to implementing sustainable farming practices, local groups have continued to transform landscapes and strengthen community ties through hands-on environmental stewardship.

Looking ahead, we’re seeing exciting opportunities emerge at the local level. Many groups are finding success through council partnerships, local business sponsorships, and community-driven initiatives. These grassroots connections are creating sustainable, long-term relationships that extend beyond funding to foster deeper community engagement and environmental outcomes.

The heart of Landcare beats strongest in our local communities – where neighbors come together to care for their shared environment. As we move forward, we encourage members to harness these local connections. Whether it’s partnering with your local council, engaging with nearby businesses, or collaborating with other community groups, your local knowledge and relationships are powerful catalysts for positive change.

The future of Landcare is bright, built on the foundation of local action and community spirit that has always defined our movement. The dedication shown by our volunteer Board in taking on additional responsibilities reflects the true Landcare spirit – stepping up when needed to ensure our vital work continues. Your commitment to environmental stewardship continues to inspire and drive positive change across NSW. Together, we’re not just maintaining our environment – we’re building stronger, more resilient communities for the future.

Thank you for your ongoing commitment to Landcare. Your local actions are creating lasting positive change for our environment and communities.

– Gareth Johnston, Chair Landcare NSW