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 was held on 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.

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

Watch the Landcare NSW Governance Webinar:

Download Governance Webinar Slides

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

New Governance System for Landcare NSW

Landcare NSW has announced a new governance structure which will come into effect from 1 July 2022 resulting in an enhanced democratic and transparent system for the organisation.

The new structure provides a renewed commitment to governance that continues to place the grassroots Landcarers it represents at the heart of all Landcare NSW does with clear lines of accountability and transparency.

Over a 20-month period, Landcare NSW consulted widely across the State and has modernised its governance arrangements by approving a new constitution at a Special General Meeting in November of last year.

Landcare NSW Chair Stephanie Cameron said: “By staying true to the intent behind forming Landcare NSW in 2007, we have confirmed the purpose of Landcare NSW is to act as a ‘resource advocate’ for local Landcare Groups.

“Throughout, we have struck a balance between good governance at the State level and providing local Landcare Groups the flexibility they need to deliver bespoke on-ground works,” said Ms Cameron.

Key features:

Landcare NSW will be incorporated as a company-limited-by-guarantee and implement a new Constitution effective 1 July 2022
An independent skills-based Board will be created with a seat reserved for an Aboriginal representative
A Governance Charter will be enshrined
Robust nominations and democratic elections processes will be implemented
Eleven Regional Bodies with boundaries aligned to those of NSW Local Land Services regional boundaries are being established
A State Advisory Council will be formed to facilitate information-sharing and coordination between the Regional Bodies (and the grassroots Landcare groups and Networks/Districts they represent) and the Landcare NSW Board
Terminology used to describe the structure of Landcare in NSW will be clarified to make it more understandable to members and stakeholders.

Landcare NSW Chair Stephanie Cameron said, “I would like to express my appreciation to our Landcarers for joining us on this journey. I believe by reviewing and updating our governance system so it is fit for purpose we will have strengthened Landcare NSW to prepare well for the future.”

Landcare NSW CEO Turlough Guerin said, “The new governance structure and processes will bring renewed organisational clarity to Landcare NSW. Our team has already commenced the work to support the transition and our first Board elections. I very much look forward to engaging with our Board of Directors and State Advisory Council representatives.”

The new system is coming into effect from 1 July 2022 and there are arrangements district networks and regional bodies will need to undertake to make the transition as smooth as possible. Further information specific to the needs of groups will be sent out in the weeks that follow.

For further information contact:

Jodie Lovell
Landcare NSW Communications
communication@landcarensw.org.au