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THIS DEED is made the _____________ day of______________ 2015
BETWEEN
The Trustees:
Jeremy Cooper
Grant Borrie
Graeme Castle
Beryl Archer
Lesley Davies
WHERE AS;
A. The parties to this deed wish to establish a Charitable Trust (in this Deed referred to as
“the Trust”) for the charitable purposes described in Clause 3 of this Deed, and
B. The parties to this deed have agreed to contribute the sum of twenty dollars each to
establish the Trust; and
C. The parties have agreed to enter into this Deed specifying the purposes of the Trust
and providing for its control and government.
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NOW THIS DEED WITNESSES that the Constitution and Rules of the Charitable Trust are
as follows:
1. NAME
The name of the Charitable Trust will be TENNYSON INLET ISLANDS TRUST, in
this deed called 'the Trust'
2. PRINCIPLES
The Trust is committed, in attaining its purposes, to;
i. Liaise and work with the Department of Conservation and other interested parties who
are supportive of the charitable purposes of this Trust. NOTE - It is recognised that
Ngati Kuia are land owners on Tarakaipa Island and under their Deed of Settlement
with the Crown, the Department of Conservation has a requirement to consult with
and have regard to their views in relation to conservation work carried out on
Tarakaipa Island. It is also recognised that under the Crowns Deed of Settlement with
Ngati Apa, a Deed of Recognition has been entered into which provides the Crowns
acknowledgement of the statements by Ngāti Apa of their particular cultural,
spiritual, historical, and traditional association with Tarakaipa Island. The Trust will
have regard to the Statutory Acknowledgements of Ngati Kuia and Ngati Apa.
ii. Have regard and respect for historical sites and cultural values.
iii. Ensure the operational activities of the trust will remain open and transparent by
ensuring all members are keep well informed of progress. This will be performed by:
a. Endeavouring to produce a twice yearly newsletter outlining views, issues and
activities.
b. Maintaining an up to date web based interactive database that allows members
to monitor traps and their success rates
c. Holding a minimum of one (1) members meeting per annum.
3 PURPOSE.
i. To return the DOC Scenic Reserve Islands of Tarakaipa, Tawhitinui and Awaiti ("the
Tennyson Inlet Islands") to a predator and pest free status so that they can again
become sanctuaries for the vulnerable native biota of the Marlborough Sounds. (Biota
is the total collection of organisms of a geographic region).
ii. To ensure the Tennyson Inlet Islands are available for safe public access at all times.
iii. To provide a positive natural experience for visitors in order to gain wider community
participation which in turn leads to the conservancy of these Islands for future
generations in perpetuity.
iv. The Trustee will administer the Trust for the benefits of its members, and in
accordance of its charitable purpose.
4 OFFICE
The office of the Trust will be in such place in Nelson/Marlborough as the Trustees
may from time to time determine.
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5 THE BOARD OF TRUSTEES
i. The Trust will comprise of no less than five (5) Trustees and no more than nine (9)
Trustees.
ii. The signatories to this Deed will be the first Trustees. The Trustees will elect from
among themselves a Chairperson and Vice Chairperson. A Secretary and Treasurer
shall also be appointed from among themselves or from non-Trustee members. An
election of office bearers will be held at the first meeting of the Trustee following the
execution of this Deed and thereafter yearly, or whenever a vacancy occurs. The
position of Secretary and Treasurer may be combined.
iii. A person will immediately cease to be Trustee when she or he resigns in writing, dies,
is convicted of a criminal offence involving deception or fraud, is declared bankrupt
or is found to be a mentally disordered person within the meaning of the Mental
Health (Compulsory Assessment and Treatment) Act 1992 or subsequent enactment.
iv. The Trust will have the power to fill any vacancy that arises in the Trust or to appoint
and additional Trustee subject to clause 5 (i)
v. The Trust may continue to act notwithstanding any vacancy, but if their number is
reduced below the minimum number of Trustees as stated in this Deed, the continuing
Trustee/s may act for the purpose of increasing the number of Trustees to that
minimum but for no other purpose.
vi. The Trustees may, by a motion decided by a two thirds (2/3rds) majority of votes,
terminate a person’s position as a Trustee and member of the Trust, if it believes that
such action is in the best interests of the Trust.
vii. The name of the Board of Trustees will be Tennyson Inlet Island Trust Board of
Trustees.
6 MEETINGS OF THE BOARD OF TRUSTEES.
The procedure for Board of Trustee Meetings will be as follows:
i. A quorum will be at least two thirds (2/3rds) of its members, plus Patron / Patrons
ii. Members may be deemed in attendee if connected remotely by conference call or
other electronic communication.
iii. If a Trustee, including an office bearer, does not attend three (3) consecutive meetings
of the Trust without leave of absence that member may, at the discretion and on the
decision of the Board of Trustees, be removed as a Trustee, and/or from any office of
the Trust which he or she holds.
iv. Decision making at any meeting will be by consensus, but failing a consensus
decisions will be made by a simple majority of the Board of Trustee members present
at the meeting.
v. If the voting is tied, the Chairperson will have a second and casting vote.
vi. Each meeting will be chaired by the Chairperson of the Trust. In the absence of the
Chairperson, the Board of Trustee will elect a person to chair the meeting from among
the Trustees present.
vii. The Board of Trustees shall meet no less than three (3) times every year. The
Secretary will ensure that all members of the Board are notified of the meeting, 21
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days prior, either verbally, in writing or electronically.
viii. The Secretary will ensure that a minute book is maintained, is available to any
member of the Trust and which, for each meeting of the Board of Trustees, records;
a. The names of those present
b. All decisions which are required by this Deed or by law to be made by the
Board of Trustees.
c. Any other matters discussed at the meeting.
The Board of Trustees may from time to time appoint two (2) or more of its Trust
members to form a sub-committee in accordance with clause 10 (i). The subcommittee
may co-opt other people who are not Trust members.
7 POWERS.
i. In addition to the powers provided by the general law of New Zealand or contained in
the Trustee Act 1956, the powers which the Trust may exercise in order to carry out its
charitable purposes are as follows:
ii. To use the funds of the Trust as the Trustees thinks necessary or expedient in payment
of the costs and expenses of the Trust, including the use of professional advisors,
agents and officers.
iii. To engage with the appropriate authorities to further the purposes of the Trust.
iv. To invest surplus funds in any way permitted by law for the investment of Charitable
Trust funds and upon such terms as the Trust thinks fit.
v. To fund raise money from time to time.
vi. To do all things as may from time to time be necessary or desirable to enable the
Board to give effect to and attain the charitable purposes of the Trust.
8 COMMON SEAL
The Common Seal of the Trust will be held by the Secretary and will be used only
when authorised by a resolution of the Board of Trustees. When the seal is used it will
be signed by the Secretary and one other Board of Trustee member appointed to sign
that document by the Trust.
9 CONTROL OF FUNDS and PROPERTY
i. The Trust, through its Treasurer, will keep financial books of accounts and will
prepare annual final accounts which will be available to members on request.
ii. All funds received by the Trust will be paid into the Trusts bank account.
iii. All cheques and withdrawal slips drawn on the Trusts account will be signed by the
Treasurer and one of two other Board of Trustee members appointed by resolution of
the Board.
iv. The income and property of the Trust is to be applied solely to further the aims of the
Trust. No income or property is to be paid or transferred directly or indirectly to any
Trustee or members of the Trust. This will not prevent payment of reasonable wages
or expenses to any officer or contractor of the Trust or to any Trustee or Trust
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members for any services performed by them for the Trust.
v. A Trustee or Trust member may charge for any services carried out by him or her with
previous approval of the Board of Trustees.
10 POWER TO DELEGATE
i. The Board of Trustees may from time to time appoint any sub-committee and may
delegate any of its powers and duties to any such sub-committee or to any person.
The committee or person may without confirmation by the Trust exercise or perform
the delegated powers or duties in the same way and with the same effect as the Trust
itself have done.
ii. Any sub-committee or person to whom the Trust has delegated powers or duties will
be bound by the terms of the Trust and any terms or conditions of the delegation set
by the Trustees.
iii. The Trust will be able to revoke such delegation at will, and no such delegation will
prevent the exercise of any power or the performance of any duty by the Trust.
iv. It will not be necessary for any person who is appointed to be a member of any such
sub-committee, or to whom such delegation is made, to be a Trustee.
11 FINANCIAL ARRANGEMENTS
i. The financial year of the Trust will be from 01 October to 30 September the following
year.
ii. The Trustees will keep an account or accounts at any bank or banks they choose.
Payments will be drawn, and endorsed by no less than two persons as the Trustees
direct.
iii. The Trustees will ensure that true books are kept and that the books are reviewed
annually, if required.
12 ALTERATION OF RULES
Any of these rules may be altered, added to, rescinded or substituted at a meeting of
the Board of Trustees called for that purpose, subject to the following conditions.
i. Notice in writing of the proposed alterations or additions to the rules shall be given to
each trustee.
ii. Proxy’s shall be allowed from Trustees
iii. No alteration, addition or rescission of these rules will be allowed if it affects the
winding up clause or is in conflict with:
a. The Principles and Charitable Purpose of the Trust
b. The Charitable Trusts Act. 1957
c The conditions of exemption granted by the Inland Revenue Department
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13 MEMBERSHIP
The Board of Trustees may:
i. Invite persons, entities, firms and corporations who wish to support or take an interest
in the purpose of the Trust to become members of the Trust.
ii. Establish different classes of membership as decided by the Board of Trustees.
iii. Fix and charge yearly membership subscription fees for each class of membership
iv. The Trust shall maintain a register of Members (“the Register”).
v. Any member may resign by giving written notice to the Secretary.
vi. Membership may be deemed terminated by non payment of the yearly membership.
14 PATRONS
i. The Trust has the right to appoint Patrons who offer benefits to the Trust.
ii. A Patron has the right to attend Board of Trustee meetings, with full participation and
voting rights.
15 MEDIATION & ARBITRATION
Any dispute arising out of or relating to this deed may be referred to mediation, a nonbinding
dispute resolution process in which an independent mediator facilitates
negotiation between parties. Mediation may be initiated by either party writing to the
other party or identifying the dispute which is being suggested for mediation. The
other party will either agree to proceed with mediation or agree to attend a
preliminary meeting with the mediator to discuss whether mediation would be helpful
in the circumstances. The parties will agree on a suitable person to act as mediator or
will ask the Arbitrators’ and Mediators’ Institute of New Zealand Inc. to appoint a
mediator. The mediation will be in accordance with the Mediation Protocol of the
Arbitrators’ and Mediators’ institute of new Zealand Inc.
The mediation shall be terminated byi.
The signing of a settlement agreement by the parties; or
ii. Notice to the parties by the mediator, after consultation with the parties,
iii. Notice by one or more of the parties to the mediation to the effect that further
efforts at mediation are no longer justified; or
iv. The expiry of sixty (60) working days from the mediator’s appointment, unless
the parties expressly consent to an extension of this period
v. If the mediation should be terminated as any dispute or difference arising out of
or in connection with this deed, including any question regarding its existence,
validity or termination, shall be referred to and finally resolved by arbitration in
New Zealand in accordance with New Zealand law and the current Arbitration
Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc. The
arbitration shall be by one arbitrator to be agreed upon by the parties and if they
should fail to agree within twenty -one (21) days, then to be appointed by the
President of the Arbitrators’ and Mediators’ Institute of New Zealand Inc.
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16 TRUSTEE LIABILITY
It is declared that:
i. The Trustees are chargeable respectively only in respect of the money and
securities they actually receive, or which, but for their own acts, omissions, neglects,
or defaults they would have received, notwithstanding their signing any receipt for the
sake of conformity; and
ii. They are each answerable and responsible respectively only for their own acts,
receipts, omissions, neglects and defaults and not for those of each other, or of any
banker, broker, auctioneers, or other person with whom, or into whose hands, any
Trust money or security is properly deposited or has come;
iii. No Trustees shall be liable personally for the maintenance, repair, or insurance
of any charges on such property;
iv. No Trustees hereof shall be liable for any loss arising from any cause whatsoever
including a breach of the duties imposed by Section 13B and/or Section 13C Trustees
Act 1956 (as enacted by the Trustee Amendment Act 1988) (or any statutory
replacement or equivalent) unless such loss is attributable:
v. To his or her own dishonesty; or
vi. To the wilful commission by him or her of an act known by him/her
to be a breach of Trust.
And pursuant to Section 13D of the Trustees Act 1956 it is intended by this clause
that the duties imposed by Section 13B and 13C of the Trustees Act 1956 shall not
apply to any Trustee hereof.
vii. No Trustees shall be bound to take any proceedings against a co-Trustee for
any breach or alleged breach of Trust committed by that co-Trustee.
viii. Notwithstanding the procedure or otherwise of retaining assets in the Trust
Fund no Trustee shall be liable for any loss suffered by the Trust Fund by reason of
the Trustees retaining any asset forming part of the Trust Fund.
ix. The Trustees shall from time to time and at all times be indemnified by and out
of the Trust property from and against all costs, charges, losses, damages, and
expenses sustained or incurred by them or in or about the execution and discharge of
their office or in or about any claim, demand, action, proceeding or defence at law or
in equity in which they may be joined as a party.
17 DISPOSITION OF SURPLUS ASSETS
On the winding up of the Trust, or on its dissolution by the Registrar, all surplus
assets, after the payment of costs, debts and liabilities will be given to other charitable
organisation/s within New Zealand as the Board will decide. If the Trust is unable to
make such a decision, the surplus assets will be disposed of in accordance with the
directions of the High Court pursuant to section 27 of the Charitable Trusts Act 1957
or subsequent enactment.
18 ALTERATION OF THIS DEED
i. The Board of Trustees may by consensus or pursuant to a motion decided by a
majority of votes, by supplemental deed make alterations or additions to the terms and
provisions of this deed provided that no such alteration or addition will detract from
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the exclusively charitable nature of the trust or result in the distribution of its assets
on winding up or dissolution for any purpose that is not exclusively charitable.
ii. Any alteration or addition must be recorded in writing either in a supplemental
deed or a trustees’ resolution signed by all trustees.
IN WITNESS OF WHICH this Deed has been executed:
SIGNED by
Beryl Archer as a Trustee __________________________
in the presence of
__________________________
Witness signature
Witnesses Full Name: ………………………………………………….
Occupation: ……………………………………………………….……
Residential address: ………………………………………………….…
SIGNED by
Linda Booth as a Trustee __________________________
in the presence of
__________________________
Witness signature
Witnesses Full Name: ………………………………………………….
Occupation: ………………………………………………………….…
Residential address: ………………………………………………….…
SIGNED by
Lesley Davies as a Trustee __________________________
in the presence of
__________________________
Witness signature
Witnesses Full Name: ………………………………………………….
Occupation: ……………………………………………….……………
Residential address: ……………………………………………….……
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SIGNED by
Mr Grant Borrie as a Trustee __________________________
in the presence of
__________________________
Witness signature
Witnesses Full Name: …………………………………………………
Occupation: ……………………………………………………………
Residential address: ……………………………………………………
SIGNED by
Mr Graeme Castle as a Trustee __________________________
in the presence of
__________________________
Witness signature
Witnesses Full Name: …………………………………………………
Occupation: ……………………………………………………………
Residential address: ……………………………………………………
SIGNED by
Mr Jeremy Cooper as a Trustee __________________________
in the presence of
__________________________
Witness signature
Witnesses Full Name: ………………………………………………….
Occupation: ……………………………….……………………………
Residential address: ……………………………………………….……
