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Soil & Health Association of New Zealand  

2024 Annual General Meeting  

Held 10.00am, 28 September 2024, by Zoom   

Draft Minutes  

Chairperson: Jenny Lux  

Returning Officer: Philippa Jamieson 

Assistant Returning Officer: Sophora Grace 

Minute Taker: Liz Fenwick 

  
 

1. Welcome and Notice of General Business 

Jenny Lux opened the meeting with a karakia at 10.00am. 

2. Acceptance of Agenda 

Jenny provided the opportunity for items to be added to the agenda. No items were added.   

3. Attendance and Apologies 

Attendees: Jenny Lux (Chair), Charles Hyland (S&H National Council), Rebecka Keeling (S&H National Council), David McNeill (S&H National Council), Leane Makey (S&H National Council), Brendan Hoare, Chris Morrison, Emma Wilson, Ian Fielding, Jamie Tucker, Lou Vicente, Marion Thomson, Philippa Jamieson, Tiffany Tompkins, Ian Fielding, David Woods, Jon Merrick, Gillian Woods, Greg and Joanne Turner, Jim Drury, Scott Walters, Alison White, Matt Morris, Marion Wood, Joseph Stuart, Laurence Speedy, Sophora Grace, Liz Fenwick (S&H staff and minute taker),  Richard Wallis (from 10.15am) Zane Brown (from 10.20am) Peter Davis (from 10.35am)  

Apologies: Kaitlyn Lamb, Steffan Browning, Dave Kennedy, Derek Broadmore 

4. Confirmation of the Minutes of the 2023 AGM and the May 2024 SGM 

Jenny proposed that the Minutes of the 2023 AGM be approved as a true and accurate record. Seconded by Joanne Turner. All in favour. Carried.  

Jenny proposed that the Minutes of the 2024 Special General Meeting be approved as a true and accurate record. Seconded by Philippa Jamieson. All in favour. Carried.  

5. Introduction of the Voting Section 

Philippa Jamieson explained the voting process. There are seven places available on National Council. Rebecka Keeling is continuing in the second year of her 2-year term. Four candidates are standing for the remaining six positions.  

While there are more places than candidates, we want to ensure we have a mandate from members and our constitution says that we give the option to vote. Advance online votes will be tallied with the votes cast during the meeting.  

Nominees 

The meeting heard from each of the nominees (three minutes each), followed by questions from the floor before voting.  

Charles Hyland  

Charles got involved in Soil & Health a few years ago through the Auckland branch. He got to know S&H as something other than a magazine producer. S&H is in a period of change with the transition to digital. He believes this is the natural progression of S&H and that we need to embrace it and get excited about it. He would like members to be involved in the new media.  

Charles has been on the board of BioGro for the past year representing S&H. There is a lot of important work that needs to occur there. He is looking forward to working together for the benefit of organics in New Zealand. We are all part of the organic community and it is very important that we truly align with each other. We are too small to be divided.  

Leane Makey 

Leane has joined the last three Soil & Health meetings. She lives in the Kaipara region. She has been involved with non-profit and environmental organisations for the last 15 years (in NZ and Australia). She has a PhD in environmental science. Soil and human relationships are her particular interest.  

Leane works out of the University of Auckland. She is a Hua Parakore food grower and sheep farmer. She is a specialist in developing strategic actions. She would like to enable S&H to continue to educate, and advocate for the soil’s future. She is passionate about building the organisation at a time when things are desperate and dire for soil.  

David McNeill  

David is a passionate soil campaigner and organics advocate. He is an organic avocado grower and is keen for advocacy and promoting greater protections for the soil. He has been in the Treasurer role since he started. There is a huge amount to do which will require volunteers and more core volunteers are needed. The core crew is fewer than 10.  

David would like to see advocacy grow and local branches re-started. Community gardens are needed to build resilience against supply chain issues. He wants to see the health of people grow as we grow organic food and create healthy spaces.  David would like to see 16 branches of local, organic and energetic people. He is keen to contribute for another year.  

Richard Wallis  

Richard became interested in joining because the world needs a more coherent understanding of what is causing extreme weather events and global heating that is happening more rapidly than models predict. The missing piece is Soil & Health. It all comes down to a functional soil microbiome, and decent compost. We need to apply it in our agriculture and forestry. If we can implement this successfully across landscapes, the world will be a much better place.  

Richard has hands-on experience of composting over the last 16 or so years. This has given him a good feel for what the soil microbiome can do. S&H is the natural organisation to sponsor the movement. We need to get a common understanding amongst politicians and businesses and community groups. All three of these components need to come together with a common understanding. We need a coherent voice to solve the problems we are facing.  

Questions to nominees 

1. Sophora Grace asked the nominees what types of campaigns they are most passionate about? E.g. GE, climate change, other?  

Charles is keen to advocate about soil erosion, which is often overlooked, even amongst people who care a lot about soils.  

Leane has been trying to source funding to implement the digital strategy over the last few months. She is interested in investing in designing branches and creating more grassroots spaces.  

David is an advocate for a Soil Act. No person or organisation should do anything to harm the soil. Four inches of topsoil supports life and is everything to us.  

Richard supports the idea of a Soil Act. Even better is soil action. He would like to see S&H leading the debate. He would like to contribute a lot of the science around it so that we can understand not just that the soil needs to be healthy, but what that means and how we generate it. We need to get back to times before the industrial revolution when the earth was gaining carbon at 50 billion tonnes per year. It comes back to reforestation and farming without nitrates. We need to champion the solutions.  

Philippa said she is keen to see fundraising that Leane mentioned. It will be crucial to keeping S&H alive.  

2. Philippa asked Richard what skills and experience he can bring to S&H.   

Richard commented that he sees his strengths in the advocacy role. He was a lawyer for 30 years practicing in commercial litigation. His real capacity is doing some of the writing of the papers that we need to be able to publish which get to the nub of restoring soil and health. Richard’s business currently has composting systems in 80 schools. The plan is that one day every school will be learning about ecosystems and restoring the microbiome. 

6. Voting 

Attendees were asked to cast their votes if they hadn’t already done so; results to be reported later in the meeting.  

7. Reports 

Financial Report  

David commented on the Audited Financial Statements.    

The financial results are tough. The magazine wasn’t affordable and had to cease. Membership would have needed to double and the price would have had to double to keep it going. S&H is now needing to be a grassroots organisation.  

BioGro is having a tough time too. The costs are at the same level as revenue. The BioGro Board need to return it to some semblance of a surplus.   

The S&H website has had a refresh. This has eliminated a lot of the operating costs of the website.  

The audit has been a challenge this year. There were delays from BioGro in getting information to the auditors.  There are still some issues to work through this year.  

S&H isn’t spending excessively. All magazine costs have been eliminated, we no longer have an office and there is not much more to trim unless we go down to a completely voluntary organisation. Membership renewals are down significantly. Thankfully we have the moon calendar back which is popular.  

Cash reserves are down. They have continued to the decline in the 6 months since the reports were published. S&H can’t afford much at all. However, we can still act as a great facilitator between funding bodies and projects we want to spend funds on, such as advocacy and digital publishing.  

The balance sheet shows we have no physical assets. It comes down to cash and cash reserves. We have BioGro but it’s not for sale so the value is not relevant.  

David asked if there were any questions. No questions were asked. 

Richard commented that we need funding to implement the digital strategy.  

Philippa commented that she is moving on as Editor and we need new volunteers.  

Jenny commented that Organic Week was very successful.  We are continuing to work on keeping the budget extremely tight.  

Marion Thomson asked if there was time to digest the report and provide comments before it goes to Charities Services. Jenny apologised that the Audit report was not able to be provided earlier. The audit was a very drawn-out process, and Jenny was sorry that it wasn’t provided in good time to digest it. It is now complete and provides some clarity as to the financial position.  

Jenny commented that we are now 6 months on since the end of the financial year. S&H currently has $16,000 in the bank. BioGro’s cash reserves are also very tight.  

Brendon Hoare left the meeting at 10.51am.  

Tiffany Tompkins asked if the $16,000 bank balance included the $10,000 reserved for Organic Week. Jenny responded that some of the funding is tagged to re-start Organic Week and is being kept to hopefully support the next Organic Week.   

Jenny proposed that the Auditor’s report be accepted and submitted to Charities Services on Monday 30^th September 2024. Seconded by David. All in favour. Carried.  

Chair’s Report 

Jenny read her written report to the meeting (provided online prior to the AGM). She explained that S&H is a Tier 2 charity because it owns BioGro, meaning it is required to complete a more detailed audit.  

Jenny also shared a presentation on the Digital Strategy.  

BioGro Report 

Joseph Stuart (chair of BioGro) provided a verbal report to the meeting.   

This is my 8^th or 9^th AGM, and I have been on BioGro board for 11 years. BioGro has come a long way in the last decade. The company is turning over more than $2m per annum. I am very proud of the growth in the business, but it is very challenging at the moment.  

BioGro got back to profit in the last year. This time last year we were talking about the loss but as it went through the year it became apparent that a lot of the loss was an HR challenge and invoicing which should have happened in the year happened a month late. The actual loss was therefore only about $70,000. The change in the invoicing and accounting has enabled BioGro to make a profit this year.  

I am proud that BioGro can make a dividend to the shareholder. In saying that, the operating environment we are working in is challenging. Our key metric is keeping customers. As a service-based business, looking at customer numbers and ensuring people are happy is a key focus for the team. Licensee numbers are holding. When we look through to March next year, we are forecast to make a small profit (smaller than this year). Given the environment we are in, this is a good result for the business.  

When looking at the Group, we are looking at ways to work better with S&H to ensure the group survives. It is a big challenge. I am pleased to hear about the changes at S&H. BioGro have been through the same thing – we are now a very lean ship.  

There have been some changes around the Board table. We have new people coming which brings new opportunities and lots of good new energy. David has also joined which is great given his audit background.  

BioGro apologises to S&H for the audit issues. The delays were due to HR issues with new staff not understanding the process. An Audit and Finance Committee has been reinstated to ensure there are no big challenges moving forward. I am looking forward to David’s input in this. BioGro have also engaged a virtual part time CFO. This has helped to structure performance reporting – forward looking forecast with certainty. While it has been challenging financially, we have the right processes in place.  

I am happy with appointment of Peter Harris as this gives me the opportunity to step down. I am not resigning but with the new appointments around the table, we have the opportunity to look at succession. Peter’s experience will enable governance activity to be structured. I am looking forward to future opportunities to work together with S&H and the organic community. We need to recognise that we are big influencers. We are three times bigger than AsureQuality. We are also nimble. We have a new Intellectual Property strategy in play and I am excited about work going on in the regenerative space. BioGro is looking to develop a regenerative standard and is hoping to put it in the budget for the 2025/26 financial year.  

Joseph asked if there were any questions. 

Leane Makey asked how BioGro interfaces with the science and research space.  

Joseph said that at its heart BioGro is a certification business focussed on organics. Supportive of licensees getting in amongst it, within the requirements of BioGro’s standards. BioGro is not in the space of R&D. BioGro is focussed on how to make it easier for people to become certified organic, and once certified, how to make compliance costs as small as possible.  

Zane Woods noted that he has been discussing with Charles getting some digital content from BioGro licensees to put it out to the general public about what are doing and how it’s beneficial.  

Joseph said there are communication opportunities and raising public awareness of farming organically. There is a lot of opportunity in demystifying it. Agrichemical companies will downplay the impact they have. We need to raise the profile and ensure we are strong together. This is squarely in S&H’s remit to support this. If we are going to survive as a human race we need to look after our soil. A lot of people don’t get that.  

Sophora asked how BioGro responds to new contaminants coming into our growing products, specifically things like PFAs in compost and potting mixes.  

Joseph said it requires quite a bit of science to explain. At a governance level, they don’t dive into the operations (but it would be a good question for Donald). Private inputs must be reputable and are what they say they are on the tin. Testing is undertaken by the certification team. 

Jenny commented that there are standards for inputs to compost. Compost certification has six-monthly checks (more frequent than other licensees).   

Jenny said there is a proposal from the S&H National Council that BioGro licensees become S&H members because they would be part of the shareholder company. This is currently with the BioGro board to consider. 

Joseph commented that it is a great suggestion and that it will need to go through the proper process. The intent is there to align as best we can. There should be something tangible on the table by the next AGM.  

Report from the Auckland branch 

A verbal report was provided by Emma Wilson, Secretary/Treasurer of the Auckland branch.  

I have moved to Kaiwaka and stepped down as president; Charles Hyland has stepped in. Also in attendance from the Auckland branch are Dave and Gillian Woods, Laurence Speedy and Zane Woods.  

It is a privilege to be part of the Auckland branch. We have had some struggles in the last five years and have come through them really well. We have gone from being a committee to being a fun, enjoyable, hardworking committee and a real pleasure to get to know and operate with.  

We have also been affected by Covid changes – we lost older members and are still losing members. We need to get used to the changing dynamics of our group. We have lots of people with a variety of skills – health, composting, soil science. This makes it very interesting.  

There are lots of areas of focus which is also challenging. Zane, Laurence and others have been looking at what meetings will look like in terms of speakers and interests. A lot of organic producers are struggling. Joy Lowyim from IE Produce was invited to speak to find out what it is like for her personally and her business. Our following online is steadily increasing (65 on Facebook and on YouTube). We meet in Western Springs. Our membership has reduced to 34.  

Subscription fees have recently increased from $6 to $15. Members gave us a hard mandate – retain the funds we had (do not spend them). We had approximately $6,000 and didn’t want to spend it right away, we wanted to see how it would go. We currently have approximately $2,600 (had expected it to be lower). I have encouraged the committee to start spending on the digital side and working closely with the national level to work on the digital strategy. We have purchased cameras etc. Zane has a team of editorial volunteers to assist with filming. National members will be able to access the footage they create at their field trips. We want to share more with a wider audience in a different way.  

We have changed the financial period so that it is now in line with the national body (1 April to 31 March). We are going through a big process of constitutional upgrade. Some want the easy road of using the national S&H one but some people want us to have something different.  

Overall, we are doing well. We are updating all our digital platforms and media. We look forward to working more closely with National Council and are privileged to have Charles on the Board.  

Voting Results 

Jenny reported that all 4 nominees were unanimously voted in. Richard Wallis, Leane Makey and David McNeill were confirmed as new councillors and Charles Hyland’s reappointment was confirmed.  

Remits 

The National Council recommended to members that Soil & Health changes its auditor to Kudos Murray Audit to audit the current financial year, ending 31st March 2025. 

The main reasons to change the auditor were cost and timeliness.  

Jenny has investigated different options. Kudos Murray have stated that they will charge $10,000 (no more). We have been paying $20,000 plus GST to Moore Markhams.  

Annual auditing is required for Soil & Health as a Tier 2 charity. BioGro pays 80% of the audit from its turnover.  

As Chair of the National Council, Jenny proposed that the remit be adopted. There was no opposition to the remit and it passed unanimously.   

8. General  Business 

Philippa expressed her gratitude to Jenny Lux for her massive contribution to S&H particularly over the past year as chair and stepping into staff management in the absence of a manager.  

Philippa also asked the meeting to take a moment to send best wishes to Patricia Fielding who suffered a heart attack recently, and to acknowledge both Ian and Patricia Fielding (Auckland branch, and life members of Soil & Health) for all their work and support.  

Philippa also expressed thanks to Soil & Health’s Treaty partner, Te Waka Kai Ora: The National Māori Organics Authority of Aotearoa, for all the work they are doing. 

Philippa also thanked OrganicFarmNZ – acknowledging the difficulties and the hard times and pressures that some of the smaller growers and producers are under.  

Philippa said that all in the organic sector need to support each other and work together as a movement.  

9. Closing 

Jenny closed the meeting with a karakia. The meeting finished at 12.00pm.  

This content is member only until after the 2025 AGM.

The 2024 AGM will be held from 10am-12pm on Saturday 28th September, by Zoom. Save the Zoom link ahead of time: https://us06web.zoom.us/j/86949789513

If you are unable to attend and would like to send your apologies, please email manager@organicnz.org.nz. Thank you.

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Agenda

1. Welcome and Notice of General Business
2. Acceptance of Agenda
3. Attendance and Apologies
4. Confirmation of the Minutes of the 2023 AGM and the May 2024 Special General Meeting
5. Introduction of Voting Section
   • Nominees for National Council
   • Nominees address to members
   • Questions to nominees
6. Voting
7. Reports
   • Financial Report 
   • Chairs’ Report
   • BioGro Report
   • Report from the Auckland branch
8. Remits
9. General Business
10. Closing

Papers

Draft Minutes of the 2023 AGM

Draft Minutes of the May 2024 Special General Meeting

Audit Report FY2024

Chair’s Report

2024 Election of National Council

The nomination period has now closed and the following nominations have been received:

• Charles Hyland (current National Council Co-Chair). Nominated by Jenny Lux, seconded by Rebecka Keeling.
• David McNeill (current National Council member and Treasurer). Nominated by Jenny Lux, seconded by Charles Hyland
• Leane Makey (current National Council member). Nominated by Jenny Lux, seconded by Philippa Jamieson.
• Richard Wallis, nominated by Sophora Todd, seconded by Jenny Lux.

Candidate Details

About Charles Hyland

Charles Hyland is a current co-chair of the Soil & Health Association of New Zealand and is also the founder of Agriscore, a company that evaluates farm sustainability. He was previously a soil research scientist at Cornell University, focusing on soil fertility, soil health and carbon sequestration. Charles has extensive experience in agricultural extension programs, publishing widely in his field and holding degrees in Soil Science from Cornell. During his tenure, he aims to initiate the opening of new regional branches, enhance our digital presence by launching a comprehensive website that includes a digital archive of Soil & Health’s publications, and develop a variety of multimedia content. These initiatives are designed not only to engage both members and the public but also to generate revenue that will support the growth and expansion of Soil & Health. 

About Leane Makey

Leane lives in the Kaipara and describes herself as “grass-roots. Leane is a Hua Parakore (Tipuranga) grower and sheep farmer, with a PhD in environmental science and a science degree in marine biology. Her experience across implementing ecosystem and indigenous environmental management, research and practice brings a unique perspective to the challenges of living with soil and soil futures. 

About David McNeill

David is a countryman, formerly at Kingseat in Franklin District.  Developing a lifestyle block with avocados, an orchard, amenity & regeneration plantings, vegetable gardens, stock laneways, waterways, terraforming, children, building construction, machinery maintenance, bees and all the many tasks of turning pasture into a productive estate and home.   Currently he is exploring NZ, looking for another suitable property. 

He is passionate about healthy soil, fresh clean waterways, organic farming, mighty native forests, and the supply chain in providing fresh organic local produce to local communities. Networking with many communities in NZ to see how they organise their local organic sharing. 

He has a service business in information technology to provide the funds for maintaining rural land. He also has strong skills and a degree in accounting and financial, from providing & supporting business software. 

His intention for S&H is to facilitate local group connections, face to face meetings, seed & knowledge sharing to create strength and resilience through locally grown abundance. Also to help capture knowledge into appealing online content to share through the member network.  

For S&H to lobby policy makers & resource controllers on behalf of all members and natural growers on issues that affect the quality of what we grow including air, water, pests & diseases, GM, agri-chemicals, mining, biosecurity, land use regulation, large scale solar, road run off, military training, flood protection, dams and all the many activities that can degrade soil quality and biomass. 

All from a sustainable funding base, strong brand and prudent financial management.  

About Richard Wallis

After a long career in the law, I changed my focus to composting.  I designed and patented the CarbonCycle composting system which is currently in use in nearly 80 schools around New Zealand as a teaching aide for ecosystem function and to provide compost in schools to enhance the soil biology and productivity of school kitchen gardens.

 I am also engaged in making large-scale Johnson Su compost, again with a focus on creating a diverse productive soil microbiome for use in New Zealand agriculture and horticulture.

 My hope is that I can contribute in a small way to the work of Soil and Health and take an active role in advocating, and gathering support, for a better New Zealand-wide climate policy.

I see this largely involves farming without nitrates and biocides in a way that decreases input costs and improves productivity and farmers’ profitability. I believe these outcomes are driven by the diversity of pastures and by diverse functional soil microbiomes.

 These measures, in conjunction with native flora and fauna, in areas that are marginal such as steep slopes, gulleys, riparian margins, and the creation of native plant corridors. The policy will include ceasing to farm drained peatland, which would be re-wetted. The adoption of these remedial measures at landscape scale and watershed units will make New Zealand a leader in sustainable agriculture.

I believe that this agenda closely follows the counsel of Albert Howard in his prescient book “Soil and Health” published in 1944.

Voting for National Council Members

There are 7 positions available on National Council, and each councillor is elected for a two-year term. Of the current councillors, Rebecka Keeling continues the second year of her term. Jenny Lux (co-Chair) and Kaitlyn Lamb will step down at the AGM. Matt Morris has recently stepped down. This leaves six positions open for election at this year’s AGM.

Four nominations have been received for the six positions available. Whilst we have fewer candidates than vacancies, we still encourage you to vote. This ensures a strong mandate and support from our members for these volunteers.

Online Voting

If you are unable to attend the AGM on the day, we encourage you to cast your vote online prior to the meeting by completing this form.

Voting by Post

If you wish to cast a postal vote, please download and complete this form and return it to the postal address provided by Friday 27th September. The form can also be used to cast a postal vote on the remit (refer below).

Remits

There is one remit to be considered at the meeting:

• The National Council is recommending to members that Soil and Health changes its auditor to Kudos Murray Audit to audit the current financial year, ending 31st March 2025. 

Background information on the remit

National Council would like to suggest to members that we engage the services of a new charity auditor after two years of service from Moore Markhams. The primary reasons are a) cost and b) timeliness of completion.  This and last year’s audits were drawn out, and our AGM was delayed in both cases by not having the audit completed within the desired timeframe. We have done some investigation and obtained competitive quotes from other firms. We have secured a very competitive fixed quote from Kudos Murray Audit. Given the group’s financial challenges, this fits with our push to reduce costs. All auditors are required to be objective and independent, so these things being equal, National Council feels it is important to select an auditor that can provide service within fixed limits, and hopefully within a better timeframe. As we are a Tier 2 Charity, we must be audited each year.

How to Vote on the Remit

If you are unable to attend the AGM on the day, we encourage you to cast your vote online prior to the meeting by completing this form.