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Landcare Victoria Inc. Rules Review

With over 600 member groups, Landcare Victoria Inc is one of the largest environmental volunteer organisations in Victoria, fostering on-ground community led action. Landcare Victoria Inc.'s Rules (the Rules) and their effective application are at the heart of our organisation. These set out the rights and obligations of members, and the powers and responsibilities of the Management Committee (Board).

As Landcare Victoria Inc. continues to grow and improve support for its members, it is essential that the Rules support our strategic objectives

The intent and purposes of the existing Rules remain generally suitable. However, legal advice indicates that change is needed to certain aspects of the Rules, particularly concerning matters of risk and liability. In addition, many rules would benefit from improved drafting in the interests of making the Rules clearer. The Rules may be amended by a special resolution at a general meeting of members. 

Proposed amendments

The proposed amendments to the Rules address four key issues:

1. The Landcare Victoria Management Committee (Board and Members Council) - amendments to the rules to reform the composition and method of appointment of the Management Committee/Board and strengthen the role of the Members Council.  

2. The Status of unincorporated Member Groups and management of organisational risk associated with these members - under the current rules, Landcare Victoria indemnifies unincorporated Member Groups but has very limited powers to manage the risks that arise from providing that indemnity. 

3. Risk management and insurance - in order to properly manage organisational risk associated with the diverse activities of Member Groups, new and amended rules are needed to enable Landcare Victoria to establish policies and procedures that apply to all Member Groups.

4. Membership - clarification and confirmation of who is eligible to be a member of Landcare Victoria and their rights and responsibilities. 

Please read the Rules Review Discussion Paper for more information.


The Landcare Victoria Inc. Board wants to ensure that Member Groups can consider and provide feedback on the proposed changes before they are invited to approve them. Feedback on the Discussion Paper will assist the Board to refine the proposals to ensure Member Group interests are considered as fully as possible.

Online consultation opportunities - complete

All Member Groups were invited to one of two consultation meetings, held on 27 and 28 February, or respond to a survey. 

Rules Review Discussion Paper

This Discussion Paper focuses on the main issues proposed for change in the Rules review.

We hope that Member Groups will take the time to discuss these with their committees and members and provide feedback to guide the formal drafting of the amended Rules.

To review the Discussion Paper, please click here

Frequently asked questions

How can we ensure that an appointed Board remains accountable to members?

The proposals address this in two main ways. Firstly, the majority of Board members will be appointed on the nomination of a Member Group, ensuring that they have the support of grassroots members before being considered for membership of the Board. Secondly, all appointments to the Board must be approved by Members at the next Annual General Meeting, The Board will also work closely with the Members Council helping to ensure that the interests and priorities of Members are regularly communicated to the Board.

What will be the selection criteria for an appointed Board?

The selection criteria will form part of the terms of reference for the proposed selection committee that will be developed by the Board if the amendments are supported. It is anticipated that criteria will include technical, policy and administrative knowledge about landcare along with the need to ensure that the Board includes members drawn from a wide geographic area; has an appropriate gender balance; and provide opportunities for participation by First Nations, youth and culturally and linguistically diverse members.

Who will be on the proposed nomination and selection panel?

The final composition of the nomination and selection panel, and development of the terms of reference will be the responsibility of the Board with advice from the Members Council. It is anticipated that the nomination and selection panel could comprise representatives from the Board and Members Council and possible independent or external members.

Who is currently on the Members Council?

You can access details on the current Members Council here.

How do I join the Members Council?

Nominations are now open to join the Members Council – see all the details on our Governance page

What is incorporation and why do we need it?

Incorporation provides a range of benefits to groups and their management committees. Here is a great info sheet on understanding whether to incorporate or not.

Will Landcare Victoria continue to support unincorporated Member Groups?

About half of Landcare Victoria's Member Groups are presently unincorporated. An aim of the Rules amendments is to continue to support these groups as unincorporated entities while improving risk management arrangements. The Discussion Paper invites feedback on whether Landcare Victoria should continue to admit new unincorporated Member Groups.

Will the changes lead to Landcare Victoria interfering in the way our Member Group operates?

The proposed Rules changes will give greater power to the Board of Landcare Victoria to establish operational policies and procedures that will bind Member Groups. The intent is to establish minimum standards to keep Landcare members and volunteers safe, to ensure operational risks are managed and to maintain the good reputation of Landcare. The Landcare Victoria Board does not intend to involve itself in Member Group operations unless the Member Group is acting in a way that creates risks to the wider association.

Will the proposed changes lead to any increased membership costs?

The proposed changes are not expected to have any significant impact on the operating costs of Landcare Victoria so will not create a need to increase membership fees.

Would member groups be required to report to Landcare Victoria each year about how we have implemented and complied with the new policies?

The level of reporting required will likely vary with the content of the policies prepared. There is no appetite at Landcare Victoria for an onerous reporting obligation.

Has the Board taken professional legal advice regarding the proposed amendments?

Yes. The Board has benefited from the advice of Lewis Holdway lawyers, a firm that specialises in governance of not-for-profit organisations.

Why is Landcare Victoria considering requiring members to participate in the Landcare Victoria insurance arrangements as a condition of membership?

Each year, Landcare Victoria Inc. arranges a cost-effective package of insurances for its Member Groups. The present Rules (17.7) allow for Member Groups to secure their own insurance and requires that this be of a type and amount determined by the Committee. Evaluating and comparing insurance options to ensure compliance with Rule 17.7 is administratively complex. Further, if a damages claim is made against a Landcare Victoria Inc. Member Group with its own insurance, it is likely that the claimant will seek to involve Landcare Victoria Inc. anyway. Finally, the present Rules include a provision whereby Landcare Victoria indemnifies unincorporated Member Groups, so it is very important that these Member Groups participate in the scheme established by Landcare Victoria Inc. The proposed Rules amendment aims to ensure that all Member Groups participate in a single insurance arrangement and that the costs and benefits of this are equitably distributed through membership fees.

What is covered by Landcare Victoria insurance?

You can download our annual insurance overview for more information about the coverage offered in 2022/23. A more detailed Insurance summary document, with specific policy details is sent to all Member groups at renewal time. A copy can be accessed by financial Member Groups by emailing [email protected].

Rules Review Presentation

The slides from the presentation given during the online consultation sessions held in February are available to download here. 

Further information

Contact Landcare Victoria Inc.

 03 9034 1940 | [email protected]

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