2011 AGM Minutes Final - Biodynamic Agriculture Australia

BIODYNAMIC AGRICULTURE AUSTRALIA LTD
Minutes of the Annual General Meeting
8 April 2011
Greenmount Beach Resort, Coolangatta Qld
Present were:
Nick Barton, Shabari Bird-Lovel, Rob Birse, Michelle Blizzard, Lloyd Charles, Peggy
Clarke, Ted Clarke, Adam Collins, Carolyn Ditchfield, Heinz Gugger, Alan Johnstone,
Shan Joyce, Shane Joyce, Cheryl Kemp, John Lindsay, Julie Lindsay, Hugh Lovel,
Hamish Mackay, Moira McMaster, Leonie Milne, Randolf Olsen, Ben Pike, John
Priestley, Ruth Puirves, Wayne Rankine, Atika Rea, Anna Rybaczenska, Phil
Sedgeman, Louise Skidmore, Marggritte Stanford, Geoff Stuckey, Don Taylor, Lyn
Tong, Fred Tulk, Judi Unger, Ray Unger, Philomena Watkins, Richard Watkins, Harry
Whalen, Linda Whitaker
Chairman, Ray Unger, welcomed members and opened the meeting at 2:12pm.
Apologies were received from:
Michael Champion, Dorothy Priestley, David Matthews, Shane Martin,
Glen Atkinson, Lyn & Francois Retief
There were no proxies.
Minutes of the previous meeting
The minutes of the 2010 AGM were tabled.
Motion: That the minutes of the 2010 AGM be accepted.
Moved by Alan Johnstone, seconded by Don Taylor, and carried unanimously.
There was no business arising from the minutes.
Chairman’s Report
Ray Unger, presented his report, appended in full to these minutes, at the
conclusion of which he stated that he was constantly amazed at the ideas and
enthusiasm of the current Board.
Motion: That the Chairman’s report be accepted.
Moved by Richard Watkins, seconded by Shabari Bird, and carried.
Consideration of the Annual Financial Report
Treasurer, Ted Clarke, presented the Treasurer’s report, appended in full to these
minutes. A slide was screened showing line and bar graphs of income and
expenses for 2010. Ted Clarke drew members’ attention to the fact that the loss
occurred in the first half of the year but improved later on. The $449000 income
was only three-quarters of the previous year and the $511000 expenses were
eight-five percent of the previous year, which resulted in a turnaround loss of
$62000. Professional fees, legal, consulting and accounting costs incurred by the
previous board contributed to the loss.
The Treasurer offered to take any questions.
Q. Where is the 62K coming from?
A. Partly from cash from last year and partly from an agreement with a creditor to
stagger payment.
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BIODYNAMIC AGRICULTURE AUSTRALIA LTD
Minutes of the Annual General Meeting
8 April 2011
Greenmount Beach Resort, Coolangatta Qld
Q. Is BAA operating on borrowed money?
A. No, there are no borrowings.
Q. What are the current assets?
A. Cash and accounts receivable, inventory and stock such as preparations,
seaweed, fish emulsion, books.
Q. Are there plans to minimise the loss and improve the bottom line?
A. Yes, there is a cash budget now, it’s relatively conservative in the income and
relatively expansive in the expenses. Yes, both Board and office are tightening
the belt to re-establish BAA’s finances.
Q. Is there diversity in future plans, since preparation sales may go down?
A. Yes, increasing the marketplace and a regular schedule of workshops will be a
catalyst for moving forward, enrolling new members and reaching a wider
audience.
Q. Regarding Note 5 – Trade and other receivables, provision for doubtful debts?
A. There is a chance that this amount or part of it will be recouped.
Q. What happened to funds donated through FRRR?
A. The Treasurer explained that there is no cash linked to the 2009 figure in Note
12. Although BAA appears to have been carrying amounts in reserves since
2007. Any dealings with FRRR have been acquitted, the final $3000 being used
as funding for the ongoing Victorian bushfire research project.
Large amounts of funds donated to BAA through FRRR have been transferred
from FRRR in 2005 – 2007, moved into the Banana Coast Credit Union (BCU)
S7 account and apparently transferred gradually to the S10/S11 operating
account over a period of time. For example, there was a deposit from FRRR for
$36957 to the (BCU) S7 savings account on 10 November 2005 which brought
the account balance to $74980.
Ted explained that S7 is an “Incentive at call Savings account” with monthly
interest being credited. An S10 account or as it now, an S11 account, is the
operating account for everyday transactions and attracts a much lower rate of
interest. The bank records show that entries have been made which were
"Auto Sweep" entries which by agreement with BCU, BAA would automatically
have monies transferred from the S7 savings account to the S10 business
operating account when there was a shortfall in the S10 business operating
account. To prevent cheques being dishonoured the money was automatically
transferred from the S7 account.
(Note: FRRR is the Federation for Rural and Regional Renewal which acted as a conduit for tax-deductible
donations to BAA during the period 2005-2007.)
Q. What has happened to the provisions in R&D generated over the years by the
Raffle to which members have donated prizes?
A. Professional fees alluded to before.
Motion: That the Financial Report, the Report of the Directors and the Auditor’s
Report be received.
Moved by Ted Clarke, seconded by Rob Birse, and carried unanimously.
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BIODYNAMIC AGRICULTURE AUSTRALIA LTD
Minutes of the Annual General Meeting
8 April 2011
Greenmount Beach Resort, Coolangatta Qld
Appointment of Auditor
Treasurer, Ted Clarke, spoke of his displeasure with the work of the current
auditors. Unfortunately the $7000 audit fees will be in this current 2011 fiscal
year, however, an auditor has been found who is local, has acquainted himself with
the nature of the business and the accounts and has provided a quote for the
service for approximately two-thirds less, which represents much better value.
Motion: That Bartlett Accounting of Coffs Harbour be appointed Auditors of
Biodynamic Agriculture Australia Ltd for the 2011 financial year.
Moved by Ted Clarke, seconded by Alan Johnstone, and carried unanimously.
Preparations Report
Preparations Coordinator, Alan Johnstone, gave a brief summary of the
preparations shed and procedures. He remarked that it was his great pleasure to
be working with a board who valued members. Alan’s Preparations Report is
appended in full to these minutes.
Motion: That the Preparations Report be accepted.
Moved by John Priestley, seconded by Heinz Gugger, and carried unanimously.
Announcement of the Election of Directors
Chairman, Ray Unger, announced the election to the Board of Edward (Ted) Clarke
and Shane Joyce for two of the three vacant positions. Ray Unger explained that
due to various communication difficulties Hugh Lovel’s nomination did not arrive
before the deadline. Nonetheless Hugh’s intention to offer his services to the
Board is firm and the Board may well offer him a position at its next meeting.
Shane Joyce spoke about encouraging younger people to become involved at all
levels of the organisation. A view fully supported by Don Taylor who agreed that
the organisation’s future depended on younger members.
It was clarified that the Constitution calls for three two year director positions to fall
vacant one year and four two year positions to fall vacant the next year. At this
2011 AGM three positions fall vacant.
Other business:
Several members present expressed their thanks to the current Board for their
courage in tackling the previous board, for the feeling of new impetus in
organisation and for the rejuvenation of an informative and inspiring News Leaf.
John Priestley addressed the assembly as “the oldest tree in the forest”. He said
that yes, we really do need to get younger people involved and is very proud to
have been part of the team that brought ownership of BAA back to the
membership. We all realise that the best of professions is to produce the best of
food for other Australians. John said his firm belief is that biodynamics is one of
the best ways for people to become part of the land again. He urged members to
think what they can contribute to BAA to help achieve this end.
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BIODYNAMIC AGRICULTURE AUSTRALIA LTD
Minutes of the Annual General Meeting
8 April 2011
Greenmount Beach Resort, Coolangatta Qld
Hamish Mackay asked the Chair if he could speak about the FRRR monies again. He
wished to clarify that the monies transferred to and from BCU accounts were
authorised 'by the Board'.
Ted Clarke, Treasurer, sought permission of the Chair to respond to H Mackay's
statement and expand on what had already been said about FRRR monies.
Referring to historical Banana Coast Credit Union (BCU) and Bendigo Bank records,
he stated that in April 2006 twenty cheques were deposited; these totalled
$5478.51 and a direct deposit of $304.95 from ‘Living Water Flo’. What the twenty
cheques were for and from whom they came is not known. There were other
deposits of cheques.
Of particular interest is that from 21 February 2007 there were amounts transferred
from the savings account S7 to the operating account S10/S11 for thousands of
dollars ($10262; $20000; $5000; $5000; $5000; $5000; $10000; $5000; $5000;
$5000). There were also other debit and credit entries on the account. However
the account balance on 21 February 2007 when the $10262 first transfer occurred
was $80980. By the 20 December 2007 the balance was down to $25200. All of
these transfers show that a H Mackay was one of the two authorising electronic
signatures. The Treasurer stated that he did not believe this current Board has
anything to answer for; these transactions happened some years ago.
There was no further general business.
In closing the meeting at 3:22pm Chairman Ray Unger thanked members for their
attendance and support and urged them to participate in the plenary session
immediately after afternoon tea.
Appended to these minutes:
The Chairman’s Report
The Treasurer’s Report
The Preparations Report
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BIODYNAMIC AGRICULTURE AUSTRALIA LTD
Minutes of the Annual General Meeting
8 April 2011
Greenmount Beach Resort, Coolangatta Qld
Chairman’s Report
Welcome ladies and gentlemen to the 2011 AGM of BAA Ltd.
The Board and I are determined that BAA is an open and transparent organisation that serves its members well and
gives members and the wider community the wherewithal to produce food for human potential; that is food with
spirit.
The Office continues to function harmoniously and many members have expressed their pleasure with the more
practical and local approach of the News Leaf (put together by Cheryl Kemp and office staff).
You may have recently received an email from the office. This can now be done using a bulk email system (which
saves BAA a large amount of time and money); however we still have 330 members without email, to whom a hard
copy is sent.
The BAA website is being updated; more changes and addition are planned. Membership is picking up because of
this; as are prep sales (including forward orders) and liquid product sales.
As far as workshops are concerned; there were 3 held in September/ October 2010. Future workshop planning for
2011 is being organised at present. Farm Ready approved Basic Biodynamic Workshops in December 2010 –
funding will be available in July 2011.
A Survey of members was carried out in January/February 2011. There was a good response from 444 member and
past members – some of whom are interested in rejoining. Many were affected by the political disruption of last
year’s Board elections and some members resigned because of it. Many members have offered to help BAA and we
are following up these offers of assistance.
Two weeks ago, a strategic planning meeting was held by Board members, Secretary and staff at Bellingen. This
meeting was facilitated by Lyndall Boucher (a member of BAA). This meeting has laid some foundation for the
renewal in spirit of this organisation. However we need your help, to continue this work in the upcoming plenary
session. Today, after the AGM, the plenary session will take place; at which present members, who have skills in
the areas of journalism, artwork, computers, Facebook, web page design, YouTube or electronic technology, will be
asked to contribute their ideas and skill to enable BAA to surge forward.
The Constitutional Review committee chaired by our Secretary got underway in August last year. One of its major
directives from the Board is the inclusion of clauses to set up a Public Fund which will be a Deductible Gift
Recipient which will enable BAA to give tax-deductible receipts for donations and qualify BAA to apply for grant
funding from a wide array of charitable foundations if the opportunity arises. Other changes will entrench postal
voting for membership decisions. The changes will be an amendment rather than a new Constitution. After the
Board approves the proposed changes, we expect the timeline will be to publish the proposed amendments with
News Leaf #87 giving specific explanations regarding changes, including the actual changes side by side with the
original, which will make it quite clear for members, give them time to understand and hopefully approve. A
postal vote will be sent with the following News Leaf #88 which will need at least 75% of the returned votes to be in
favour of the changes to succeed and the results will be published in News Leaf #89.
BAA continues to support existing certifiers in Australia and has recently been contacted by NASAA to help in the
education of their inspectors.
On the subject of money, Ted Clarke, our Honorary Treasurer, has provided us with a better understanding of our
financial position. He has provided BAA with a projected cash flow budget for the next twelve months. This is
possibly a first for BAA. More information on financials will be given by Ted in his Treasurer’s Report.
Finally, a big thank you to our hard working Secretary Louise Skidmore; all our office staff; and finally all the
Directors who have helped immeasurably in turning BAA into the one stop facility for biodynamic information,
advice and supplies.
Ray Unger
Chairman, Biodynamic Agriculture Australia, Ltd
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BIODYNAMIC AGRICULTURE AUSTRALIA LTD
Minutes of the Annual General Meeting
8 April 2011
Greenmount Beach Resort, Coolangatta Qld
Treasurer’s Report
It is a pleasure to be here today and to provide summary information to those attending
this Annual General Meeting covering the January/December 2010 accounting period for
Biodynamic Agriculture Australia Ltd.
Income $449000, Expenses $511000 resulted in a loss $62000.
From the values and graphs (both line and bar charts are from the same data presented)
you will see that this loss primarily occurred in the first half of the year and results were
much improved in the second half of the year but insufficient to change the loss into a
profit. Income for the year of $449000 was 75% of the previous year. Expenses of
$511000 were 85% of the previous year and the resulting loss of $61675 contrasted with
the 2009 profit of $1903. A turn-around loss of $63578.
Workshops and Seminar income was $45800 this year and contrasted with $88800 in 2009,
a fall of $43000. With this year’s Workshop income of $45800 there was a year long course
in Victoria which was accounted for in March and totalled $37900 of that amount leaving a
balance of just $7900 for workshops for the rest of the year. Workshops don’t just happen
they need to be planned, usually well ahead of presentation time.
Shown as Professional Fees in the accounts summary, expenses were entered into and
incurred by the previous Board mainly in the first half of the year. These expenses covering
legal, consulting and accounting fees were entered into by that Board which were specific
one-off costs totalling $36000; these costs increased the annual loss from a possible
$26000 to the reported loss of $62000.
Flowing from this loss cash balances reduced from $104000 in December 2009 to $63500
December 2010.
There were apparently no formal questions received from members which required answers.
However if there are questions these possibly could be taken at the plenary session for a
short time or see me after the end of the AGM and I will try and answer your questions.
Edward A Clarke
Treasurer
Biodynamic Agriculture Australia Ltd
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BIODYNAMIC AGRICULTURE AUSTRALIA LTD
Minutes of the Annual General Meeting
8 April 2011
Greenmount Beach Resort, Coolangatta Qld
Preparations Report
Autumn Preparation Burials – We are midway through the autumn burials. We are putting down horns and
the compost preparations at the office site in Bellingen and horns at Cheryl Kemp’s property in North
Dorrigo. We were helped at the office burial by an enthusiastic group of Coffs TAFE Organic Farming
Students and some local members. Thank you to Milton and Roslyn Rowe for their biodynamic cow manure.
We have been able to source some organs from organically grown cattle courtesy of Karen Newby and John
Priestly. Thank you both. We will be continuing our burials after the National Workshop.
Horns – These are still proving hard to obtain. Any new horns we have been able to obtain are being used to
replace some of our aging stock. We are looking forward to the return of horns sent south last year so that we
can produce an excess of horn manure this year allowing for growth in demand next year. We are also
awaiting the return of our second horn machine to facilitate our horn burials.
Sales of Preparations have declined 23.8% since the last financial year, with a total income of $223, 012.
We are expecting sales to pick up in the next 12 months, now that we are selling preparations to nonmembers
and because of our price increase for preparations.
Preparations Quantities –We have an adequate quantity of horn manure based on last years sales and excess
of all other preparations and products in stock.
Preparation Storage – We have built new wooden peat lined boxes under our new lean-to sufficient for
storage of all of last season’s horn manure in unglazed ceramic pots.
Preparations Quality – Preparations in storage have been tested with paper chromatography by Hugh Lovel.
We are planning to establish a chromatography testing facility at the office in the coming year subject to
Board approval.
Seaweed Concentrate and Fish Emulsion - We have constructed a raised platform at the office to store bulk
amounts of Fish Emulsion and Seaweed Concentrate from which we can make the Fish/Seaweed Combo.
One of our members has donated a 9000 litre poly tank for the Fish Emulsion. We are now bottling and
dispensing all orders from the office.
Biodynamic Soil Activator – We have replaced Biodynamic Manure Concentrate with Biodynamic Pre-mix
for this product (Soil Activator). Pre-mix contains the whole range of our biodynamic preparations - horn
manure, horn silica, compost preparations 502-507, basalt dust, ground eggshells, equisetum, horn clay,
horn basalt and the Three Kings Preparation of Hugo Erbe for encouraging benevolent nature spirits. Pre-mix
(now Biodynamic Soil Activator) is also mixed twice during its manufacture and only requires 20 minutes
stirring before application. We feel that this is a great way to introduce the biodynamic preparations to the
home gardener and will be marketing it with new packaging and directions.
Conclusion – We have a lot of preparations in stock in readiness for future increase in Biodynamic activity.
Cheryl Kemp has resumed conducting Biodynamic Workshops throughout Australia. Workshops will be
more frequent in the second half of this year when Farm Ready kicks in. Biodynamic workshops result in an
increase in membership and subsequent sales of preparations. Many thanks to our hosts, volunteers, Board,
office staff, herb growers, Australia Post workers and anyone who has facilitated our Preparations Activity
over this last year. My particular thanks to my co-worker John who, other than his paid work, has contributed
many voluntary hours beautifying our office gardens, building compost heaps and growing salad greens and
other vegetables for staff lunches.
Alan Johnstone
Preparations Coordinator
Biodynamic Agriculture Australia Ltd
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