Trust deed
WORK AND AGE TRUST NZ INC. BOARD DEED
WELLINGTON NZ
December 1999
WORK AND AGE TRUST NZ INC TRUST DEED
Formerly
MATURE EMPLOYMENT WELLINGTON TRUST
THIS DEED made this day of 1997
DECLARED BY:
(called "the Founding Trustees" in this Deed)
WHEREAS
(A) the Founding Trustees, as directors of Mature Employment Service Wellington Limited (called "the Company" in this Deed), desire to establish a trust to hold the property and other assets of the Company and to be known as the MATURE EMPLOYMENT WELLINGTON TRUST (called "the Trust in this Deed),
Note: The Company was wound up 21/10/98
(B) concurrently with the execution of this Deed the Founding Trustees have received the sum of TEN DOLLARS by way of gift from the Company to be held by the Founding Trustees upon the trusts and with and subject to the powers and discretions declared in this Deed and may in the future receive other assets for the same purpose, and
(C) the Founding Trustees consider it expedient that a board of trustees to be known as the M.E.W TRUST INC (called "the Trust Board" in this Deed) be established to administer the assets and affairs and advance the objects of the Trust and that the Trust Board be incorporated pursuant to the Charitable Trusts Act 1957.
NOW THEREFORE the Trustees declare as follows:
SECTION 1 - INTERPRETATION
1.1 THE words "the Trust Property" shall mean all real and personal property of whatever nature or kind and wherever situated which shall from time to time belong to, be vested in, or in any way be acquired by the Trust Board pursuant to this Deed and/or which shall be declared by the Trust Board to be held by the Trust Board on the trusts contained in this Deed.
1.2 THE words "the Balance Date" where used in this Deed mean the 31st day of March in each year of the term of the Trust or any other date for the time being adopted by the Trust Board as the date up to which accounts for the Trust Board shall be made up in each year.
1.3 THE words "Financial Year" where used in this Deed mean any year or period of less than a year ending on a Balance Date.
1.4 THE words "Trustee Year" where used in this Deed mean the period commencing at the conclusion of an Annual General Meeting and ending at the conclusion of the next Annual General Meeting.
1.5 HEADINGS are inserted for convenience only and shall not affect the construction of this Deed.
SECTION 2 -PURPOSE AND OBJECTIVE
2.1 THE "Purpose" of the Trust shall be to stimulate mature people to take control of their work life directions and to foster their personal growth.
2.2 THE "Objectives" of the Trust shall be to obtain the highest possible client satisfaction in conjunction with the Trust Board's service providers, and to be recognised as a leader in the delivery of work life services affecting mature people.
2.3 THE Trust Board shall hold the Trust Property in perpetuity UPON TRUST for the following charitable purposes or objects (called "the Charitable Purposes" in this Deed):
(1) to carry out the Purpose and Objectives in such manner as the Trust Board may from time to time determine, and
(2) any and all such other purposes or objects as are "charitable" in accordance with the law of New Zealand from time to time, and which are not inconsistent with the Trust Board's Purpose and Objectives.
SECTION 3 - TRUST SUPPORTERS
3.1 ANY person may, upon written application to and approval by the Trust Board, become a "Trust Supporter" who;
(1) resides and/or has a place of business or employment or is seeking to establish a business or find employment in Wellington.
(2) provides to the Trust Board evidence to that effect satisfactory to the Trust Board, and
(3) demonstrates to the satisfaction of the Trust Board an interest in the work of the Trust
(4) Pays such annual fee as may be determined from time to time by the Trust Board
3.2 NO corporate or unincorporate body may be a Trust Supporter.
3.3 ALL members of the Trust Board shall, ex officio, be Trust Supporters during their term of office and for a period of 12 months thereafter.
3.4 THE Trust Board shall maintain an up to date Register of Trust Supporters and upon receipt of any application to become a Trust Supporter shall, at its next Trust Board meeting, enter the name of the applicant into such Register UNLESS the Trust Board resolves that good reason/s exist/s to not approve such application and that it be accordingly declined. Any such decision shall be immediately notified to the applicant. The Trust Board's decision is final and no correspondence will be entered into
3.5 THE Trust Board shall no later than 31st March each year review the Register of Trust Supporters The purpose of this Review is to maintain the currency of the Register in terms of clause 3.1
3.6 SUBJECT to clause 3.7, each Trust Supporter (except ex officio Trust Supporters) shall remain a Trust Supporter for a period of 12 months from the date of entry of his/her name in the Register of Trust Supporters and shall then be deleted from the Register UNLESS he/she re-applies in writing to become a Trust Supporter in which case (subject to the power of the Trust Board to decline such application) he/she shall remain a Trust Supporter for a period of 12 months from the date of such reapplication.
3.7 ANY Trust Supporter shall be removed from the Register of Trust Supporters prior to the expiry of the period referred to in Clause 3.6 upon the happening of any one of the following events namely;
(1) He/she resigns as a Trust Supporter by delivering a written notice to that effect either in person to the Chairperson or Secretary of the Trust, by facsimile transmission to the Registered Office or principal place of business of the Trust, or by ordinary post addressed to the Registered Office of the Trust, principal place of business or Post Box of the Trust,
(2) He/she dies,
(3) Does not pay any annual fee within 90 days after his/her term as a Trust Supporter has ended.
(4) He/she is removed by the resolution of not less than 75% of the Trust Board.
3.8 THE Register of Trust Supporters shall be "closed" 21 days prior to each Special General Meeting or Annual General Meeting. Only those persons whose names appear in the Register (or should have appeared except for the default of the Trust Board) at the date of closure shall have the right to receive notice of, attend, speak and vote at that Special General Meeting or Annual General Meeting.
3.9 SUBJECT to the provisions of this Deed granting the power to a Special General Meeting or Annual General Meeting to admit and remove Trust Supporters the Register of Trust Supporters shall determine the status of any person as a Trust Supporter.
SECTION 4 - MEMBERSHIP OF THE TRUST BOARD
4.1 UNTIL otherwise resolved by a Special General Meeting or an Annual General Meeting there shall at any time be no fewer than five and no more than ten members of the Trust Board who shall comprise:
(1) At least three members of the Trust Board must be appointed by the Trust Supporters.
(2) such other person/s for the time being holding such office and who have been appointed in accordance with the provisions of this Deed.
4.2 NO paid employee of the Trust Board may be a member of the Trust Board and any person who is so employed shall, upon accepting such employment, be deemed to have resigned accordingly.
4.3 EACH member of the Trust Board shall hold office until the happening of any one of the following events namely:
(1) He/she resigns by delivering a written notice to that effect either in person to the Chairperson or Chief Executive Officer of the Trust Board, by facsimile transmission to the Registered Office or principal place of business of the Trust, or by ordinary post addressed to the Registered Office, principal place of business or Post Box of the Trust,
(2) He/she dies,
(3) He/she is removed by the resolution of not less than 75% of the Trust's Supporters at a Special General Meeting or Annual General Meeting notice of intention to move such resolution to that effect having been given as a "principal matter to be considered" in the Notice of Meeting, or
(4) His/her term of office expires; notwithstanding this provision retiring members of the Trust Board are eligible for reappointment (Refer also 5.2) .
4.4 THE term of office of each member of the Trust Board shall be for three years from the date of appointment or, where the appointment is made at a Special General Meeting, then for three years from the previous Annual General Meeting.
4.5 IN resolving to remove a member of the Trust Board pursuant to subclause 4.3(3) the Trust Supporters shall have an absolute discretion in respect of the matter and shall not be required or obliged to have or to give any reason for any such removal.
4.6 UPON any such removal the Trust Supporters may resolve at that meeting to call a Special General Meeting to appoint another member or other members of the Trust Board to fill the vacancy/ies occurring by such resolution BUT if they do not do so then the Trust Board may, if it is able to do so in accordance with the other provisions of this Deed, fill such vacancy by co-option.
4.7 NOTWITHSTANDING any other provision of this Deed the Trust Board shall be entitled to co-opt up to three additional members of the Trust Board during any Trustee Year to fill any vacancy arising through the resignation, death or (subject to clause 4.6) the removal of any member of the Trust Board during his/her term of office or through there, for any other reason, being fewer members of the Trust Board than a Special General Meeting or Annual General Meeting has resolved that there should be PROVIDED THAT there are at all times at least three members of the Trust Board who have been appointed by the Trust Supporters. Any appointment by co-option shall be for a term of office expiring at the next Annual General Meeting. If any vacancy arises which has not been filled by co-option at least 14 days prior to a Special General Meeting then the Trust Board shall seek the appointment of a member of the Trust Board to fill such vacancy at such Special General Meeting.
4.8 IF at any time the number of members of the Trust Board is reduced to less than the minimum number provided for in this Deed then the Trust Board may continue to act BUT only for the purposes of co-opting, if it is able to do so in accordance with the other provisions of this Deed, additional members of the Trust Board in order to meet the provisions of this Deed and/or to call a Special General Meeting.
SECTION 5 - APPOINTMENT OF TRUST BOARD MEMBERS
5.1 SUBJECT to clause 4.7, the members of the Trust Board shall be appointed by the Trust Supporters at a Special General Meeting or Annual General Meeting and in accordance with the following procedure;
(1) Not less than 21 days prior to each Annual General Meeting or any Special General Meeting at which the appointment of one or more members of the Trust Board is to be considered, the Trust Board shall seek expressions of interest in such appointment from among the Trust Supporters.
(2) Any Trust Supporter who wishes to be considered for appointment as a member of the Trust Board (called a "Trust Board Candidate" in this Deed) may notify the Trust Board in writing accordingly at any time up to 10 days prior to such meeting and shall, at the same time, provide to the Trust Board a brief statement of their background and experience.
(3) Not later th an 7 days prior to such meeting, the Trust Board shall prepare a list of Trust Board Candidates. Annexed to which shall be the statements of background and experience provided by each of them (or, if the Trust Board considers it necessary to do so, an abbreviated statement which in the view of the Trust Board, includes all the principal matters contained in the statement provided) The Trust board shall make such list and statements available to all Trust Supporters upon request and distribute such list and statements to all Trust Supporters who attend such meeting.
(4) Each Annual General Meeting and each Special General Meeting at which the appointment of one or more members of the Trust Board is to be considered shall, provided that there are sufficient Trust Board Candidates to do so, make such appointments. Any such appointments are to be made by a secret ballot in a "first past the post" election. Each Trust Board Candidate shall be required to receive the endorsement of more than fifty per cent of the Trust Supporters present at the meeting.
(5) The number of vacancies available shall be determined by clauses 4.1, 4.3, and 4.7. Scrutineeers for the conduct of any such election shall be appointed by the Annual General Meeting or Special General Meeting.
5.2 ANY member of the Trust Board who is due to retire at the conclusion of an Annual General Meeting shall be eligible to be reappointed to the Trust Board at that Annual General Meeting.
5.3 IF an Annual General Meeting or Special General Meeting at any time resolves that the number of members of the Trust Board be reduced below the number of members that are then in office then such resolution shall not take effect until the number of members that are then in office reduces to the number specified in the resolution by resignation, death, removal or retirement.
SECTION 6 - REGULATION OF THE TRUST BOARD
6.1 SUBJECT to the express provisions contained in this Deed the Trust Board may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings as they think fit and may enact, amend, and revoke rules for those purposes at their discretion. Such meetings may take place in person andlor by the linking of members by telephone or other electronic communication medium in a manner which enables each member to communicate with all of the other members simultaneously.
6.2 THE Chairperson or any two other members of the Trust Board may at any time summon a meeting of the Trust Board by giving not less than 7 days written notice of such meeting to each member except that in the case of urgency a shorter period of notice may be given provided that all members of the Trust Board are present at the meeting or, if not present, a properly convened Trust Board meeting subsequently ratifies the waiver of the notice period. Unless otherwise resolved by the Trust Board the quorum necessary for the transaction of any business shall be three persons present andlor linked in the manner provided for in clause 6.1. Any questions arising at any such meeting shall be decided by a consensus of the members present or failing consensus then by the resolution of more than 50% of the members present. In the event of an equality of votes on any issue the Chairperson of the meeting shall be entitled to a casting as well as a deliberative vote.
6.3 THE Trust Board shall at its first meeting in each Trustee Year and may at any other meeting appoint a member of the Trust Board to each of the positions of Chairperson and Deputy Chairperson and may appoint such other officers as may be required. In the absence of the Chairperson at any meeting the Deputy Chairperson shall act in that capacity for that meeting. In the absence of both of them the other members present may appoint a member to act in that capacity for that meeting.
6.4 THE Trust Board shall cause proper minutes of all matters considered by the Trust Board at each meeting to be recorded in writing together with details of all decisions made and resolutions passed and the minutes of such meetings shall, upon ratification by any subsequent meeting and signature by the Chairperson of that subsequent meeting, be prima facie evidence of the matters recorded in such minutes.
6.5 A resolution signed by all members for the time being of the Trust Board shall be as valid and effectual as if it had been passed at a meeting of the Trust Board. Such a resolution may consist of several like documents each signed by one or more members.
6.6 THE Trust Board may by resolution appoint andlor dissolve committee/s consisting of such persons (whether members of the Trust Board or not) as the Trust Board shall think fit to carry out andlor consider such matters as the Trust Board may from time to time determine and may regulate such committees in such-manner as they may from time to time determine.
6.7 THE registered office of the Trust Board shall be at such place as may from time to time be appointed by the Trust Board.
6.8 UPON incorporation the Trust Board may acquire and adopt a Common Seal and may at any subsequent time cancel such adoption. Whilst a Common Seal is so adopted, it shall be kept in safe custody by such person and at such place as the Trust Board may from time to time appoint. Any such seal shall be affixed to a document only pursuant to a resolution of the Trust Board and shall be attested by the signatures of not less than two members of the Trust Board. The signature of two persons purporting to be authorised to attest the seal shall be sufficient evidence to any third party that the seal has been validly affixed without the necessity for such party to make any inquiries in that regard.
6.9 UNTIL a Common Seal has been acquired and adopted or if such adoption is at any time cancelled no Deed or other document of a contractual nature may be executed by the Trust Board except pursuant to a resolution of the Trust Board and such document shall be executed by the signature of two members of the Trust Board. The presence of the signatures of two persons purporting to be Trustees shall be sufficient evidence to any third party that the document has been validly executed by the Trust Board without the necessity for such party to make any inquiries in that regard.
SECTION 7 - ANNUAL AND SPECIAL GENERAL MEETINGS
7.1 THE Trust Board may at any time call a meeting of the Trust Supporters (called a "Special General Meeting" in this Deed) AND shall in any event call an annual meeting of the Trust Supporters (called the "Annual General Meeting" in this Deed) at least once in every calendar year during the months of May, June or July. The Trust Board shall also call a Special General Meeting within 14 days of receiving a written request to do so signed by at least three members of the Trust Board or ten Trust Supporters and which specifies the purpose/s for which such meeting is requested or upon the resolution of a Special General Meeting or Annual General Meeting. Where a Special General Meeting is called otherwise than by resolution of the Trust Board such meeting shall take place within two months of the date of the receipt by the Trust Board of the request for such meeting or the date of resolution of a Special General Meeting or Annual General Meeting unless the Special General Meeting or Annual General Meeting specifies a date (in which case the meeting shall take place on that date).
7.2 SPECIAL General Meetings and Annual General Meetings shall be called by the Trust Board giving not less than 14 days written notice of such meeting to all Trust Supporters specifying the date, time and venue of the meeting together with an agenda for the meeting which includes, in particular, the principal matter/s to be considered at the meeting. Where the meeting is called otherwise than by resolution of the Trust Board, the Trust Board shall include in the Notice of Meeting as principal matter/s to be considered at the meeting, such purpose/s as are specified in such request/s. The accidental omission to give a Notice of Meeting to any one or more Trust Supporters shall not invalidate the proceedings of any meeting unless the omission has been made in respect of more than 20% of the Trust Supporters.
7.3 IF there is no Trust Board or if the Trust Board (having been requested to do so) fails or refuses to call a Special General Meeting within the time provided for in this Deed then any two of the persons who signed the request for the meeting or any person/s appointed by a Special General Meeting or Annual General Meeting to do so may call the meeting themselves by giving notice in the manner provided for in this Deed.
7.4 AT . any Special General Meeting or Annual General Meeting the quorum necessary for the transaction of any business shall be ten Trust Supporters. The Chairperson of the meeting shall be the Chairperson of the Trust Board unless more than 50% of the Trust Supporters present resolve otherwise.
7.5 IF a quorum is not present within half an hour of the time appointed for the meeting then the meeting shall be adjourned to such date (being a date not later than one month after the original meeting), time and venue as the Trust Supporters present at that meeting may decide. The Trust Board shall notify such decision to all Trust Supporters upon request. If a quorum is not present within half an hour of the time appointed for the adjourned meeting then those Trust Supporters present shall constitute a quorum.
A meeting commencing with a quorum may continue even if those leaving during proceedings reduce the number below the required ten Trust Supporters. Any decisions made whilst the meeting has less than a quorum shall not become binding unless ratified at that same meeting if a quorum is restored or failing that , at the next Annual General Meeting or Special General Meeting whichever comes first..
7.6 THE Trust Supporters present at any Special General Meeting or any Annual General Meeting shall have the following powers which, unless otherwise provided for in this Deed, shall be exercised by the resolution of than 50% of the Trust Supporters present, namely:
(1) To appoint the Chairperson and Minute Secretary of the meeting.
(2) To restrict the presence and/or participation at the meeting of any persons who are not entitled to vote at the meeting.
(3) To consider and discuss any financial statements required to be presented to the meeting.
(4) To approve the registration of a Trust Supporter whose name does not appear in the Register solely through the default of the Trust Board.
(5) To consider and discuss the principal matter/s if any, for which the meeting has been called.
(6) To remove any person from membership of the Trust Board and/or from the Register of Trust Supporters.
(7) To determine the number of members of the Trust Board for the ensuing Trustee Year or remainder of a Trustee Year (as applicable).
(8) To appoint new members of the Trust Board to replace those whose term of office is due to expire at the end of the meeting or who have ceased to be a member of the Trust Board (unless the position has been filled by co-option) or to fill any vacancy caused by the meeting having resolved to increase the number of members of the Trust Board.
(9) To consider and discuss any other matters affecting the Trust provided that such matters are in the view of more than 50% of the Trust Supporters present to be matters worthy of consideration at that particular meeting
(10) To make one or more recommendations to the Trust Board on any matter/s affecting the Trust which recommendation/s shall be persuasive but not binding on the Trust Board.
(11) To decide to hold a further Special General Meeting, to fix a date for such meeting (being a date not earlier than one month after the date of the present meeting) and (if desired) to appoint one or more persons to call such meeting.
7.7 SUBJECT to the express provisions contained in this Deed the Trust Board may regulate Special General Meetings and Annual General Meetings- as they think fit and may enact, amend, and revoke rules for those purposes at their discretion.
SECTION 8 - DEALING WITH TRUST PROPERTY
8.1 THE Trust Board shall be at liberty to receive and accept from any person or organisation, gifts of money, investments and other property that are intended to become part of the Trust Property and to be held upon the trusts and with the powers declared in this Deed.
8.2 ALL monies received shall be paid to the credit of the Trust Board at such bank/s or other financial institution/s as the Trust Board may from time to time appoint. All cheques, withdrawals or other debits from such bank account/s and any dealing with any negotiable instruments on behalf of the Trust Board shall be signed or otherwise authorised by any two members of the Trust Board or by one member of the Trust Board and such other person/s as may from time to time be authorised by the Trust Board for the purpose.
8.3 THE Trust Board shall hold the Trust Property UPON TRUST to pay, apply or appropriate the income therefrom and, if the Trust Board at any time or from time to time so decides (and not withstanding the reference in this Deed to holding the Trust Property in perpetuity), to pay, apply or appropriate the whole or any part of the assets of the Trust:
(1) to, for or towards the payment of any expenses, debts or other liabilities that the Trust Board has incurred in respect of the Trust Property or otherwise in respect of the Trust including (if so resolved by the Trust Board) payment/s to any member of the Trust Board by way of reimbursement or advance for expenses, debts or other liabilities incurred or to be incurred by such member in furthering the Trust's purposes and, thereafter,
(2) to or for the Charitable Purposes in such manner and to such extent as the Trust Board shall at its absolute discretion determine.
8.4 WHERE the Trust Board intends to apply any part of the Trust Property for charitable purposes outside of New Zealand then such property shall, upon receipt, be kept separate from the other property of the Trust and payments for such charitable purposes outside New Zealand shall be made solely from that separated property.
8.5 THE Trust Board shall not be obliged to pay, apply or appropriate all of the annual income of the Trust Property in the year that it is incurred AND any part of such annual income that is not paid, applied or appropriated on or before the Balance Date shall be accumulated and held by the Trust Board as part of the Trust Property.
8.6 THE Trust Board shall cause proper books of account to be kept and shall ensure that such books of account are maintained up-to-date so as to provide at any time a true and accurate account of the financial affairs of the Trust Board including its assets and liabilities. Such books of account shall be kept in safe custody by such person and at such place as the Trust Board may from time to time appoint. The books of account shall always be open to inspection by any member of the Trust Board.
8.7 IMMEDIATELY after the end of each Financial Year the Trust Board shall cause to be prepared a Statement of Accounts of the Trust for that Financial Year which accounts shall include an Income and Expenditure Statement and Balance Sheet. The Statement of Accounts shall be considered and approved (after any required amendment) at a meeting of the Trust Board not later than two months after the end of the Financial Year and shall be provided to each member of the Trust Board not later than 7 days prior to the meeting at which it is to be considered.
8.8 FOLLOWING approval by the Trust Board and at least 7 days prior to the Annual General Meeting at which the Statement of Accounts is to be considered, the Trust Board shall advise all Trust Supporters of the availability of such Statement and shall provide a copy of it without charge to each Trust Supporter who requests a copy.
8.9 THE accounts of the Trust shall, immediately after the Balance Date in each year, be audited by an auditor appointed by the Trust Board but who is not a member of the Trust Board.
SECTION 9 - TRUST BOARD'S POWERS
9.1 THE Trust Board shall have and may exercise the fullest possible powers in relation to the Trust Property (insofar as they do not derogate from the charitable status of the Trust Board or its Purpose and Objectives) AND, in particular, shall have such powers (without any limitation) as a natural person and shall be entitled to exercise those powers as if it was the absolute owner of the Trust Property.
9.2 WITHOUT restricting the generality of the foregoing but merely by way of illustration the Trust Board shall have and may exercise the following powers, authorities and discretions namely..
(1) Investment
To invest the Trust Property at its absolute discretion in any form/s of investment whatsoever as if beneficially entitled to such property.
(2) Borrowing
To borrow or raise money on loan or overdraft from any person/s (whether human or corporate) either without security, or with security over. all or any part/s of the Trust Property and, in either case, at such rate/s or interest (if any) and on such terms and conditions as the Trust Board may think fit and to enter into any guarantee of any money to be borrowed or otherwise owing by any person/s
AND to execute any mortgage/s, deed/s agreement/s and/or other documentation in connection with any such loan, overdraft or guarantee. No such person/s shall be concerned to inquire as to the application of such moneys or as to the purpose for which such moneys may be borrowed.
(3) Businesses
To carry on or join in carrying on any business/es of any kind and anywhere in the world AND to use such part/s of the Trust Property as the Trust Board may think fit in any such business/es,
(4) Employment
At the absolute discretion of the Trust Board to instead of acting personally employ and pay any other person/s (whether human or corporate) to transact any business or do any act/s in relation to the trusts contained in or arising from this Deed (including the receipt and payment of money) without being liable for any loss incurred thereby.
(5) General Powers
To do any other act or exercise any other power or discretion whether as principal, agent, employee or otherwise and whether alone or together with any other person/s notwithstanding that such act, power or discretion may not be something which the Trust Board would normally have the power or authority to do in the absence of any express power or court order.
9.3 NOTWITHSTANDING any other provision of this Deed it is expressly provided that where it appears to the Trust Board that any legacy, endowment, contribution, gift or other benefit has been made to the Trust in circumstances where such benefit has or may have deprived any person/s of any legal or moral entitlement to all or part of such benefit then the Trust Board may at its absolute discretion make such advance/s to any such person/s or any other person/s (whether by way of gift or loan or both) out of such benefit as it may in its absolute discretion think fit.
9.4 NOTWITHSTANDING any other provision of this Deed it is also expressly provided that where any business/es is carried on by or on behalf of the Trust Board or for the benefit of the Trust then no distribution shall be made or any other benefit or advantage afforded to, or received, gained, achieved or derived by any person if to do so would result in the income from such business/es not being exempt from income tax whether by virtue of the operation of Section CB4(e) of the Income Tax Act 1994 or otherwise.
SECTION 10 - TRUST BOARD'S MEMBERS RIGHTS AND LIABILITIES
10.1 ANY member of the Trust Board appointed to act in respect of any trust/s contained in or arising from this Deed shall be entitled to act as a member of the Trust Board and to exercise all of the powers, authorities and discretions given to the members of the Trust Board under this Deed even though such member may directly or indirectly benefit by doing so and even though there may be a conflict of interest or duty in respect of any particular matter AND, in particular, any member/s of the Trust Board shall be entitled to contract or otherwise deal with the Trust Board in a personal and/or any other capacity as if such member/s had not been appointed as member/s of the Trust Board under this Deed BUT such member shall fully disclose any such conflict to the meeting at which the particular matter is being discussed and shall not vote on the issues arising from such matter.
10.2 PROVIDED the Trust Board so resolves, any member of the Trust Board who is a solicitor, accountant or other professional person shall be entitled to charge and be paid for all work done by him/her in or about the administration and execution of all or any of the trusts hereof whether of a strictly professional nature or not in the same manner as if he/she, not being a member of the Trust Board, had been employed by the Trust Board to undertake such work.
10.3 NOTWITHSTANDING any statutory provision or rule of law to the contrary no member of the Trust Board shall be liable for any loss or expense incurred by the Trust Board (including any loss or expense where it is considered that such member or the Trust Board generally has not acted "prudently") unless such loss or expense is attributable to the dishonesty of such member or to the wilful commission by such member of an act known by such member to be a breach of trust AND in particular, no member of the Trust Board shall be liable for any loss or expense arising from the act/s or omission/s of any other member (whether or not such loss or expense could have been avoided by proper inquiry or by more prudent administration) nor shall any member of the Trust Board be bound to take or be liable for failure to take any proceedings against another member for any breach or alleged breach of trust committed by such other member.
10.4 COMMUNICATIONS with the news media relating to any Trust Board business are to be prior approved by the Trust Board or in their absence by the Trust Board Chairperson or in their absence the Trust Board's designated nominee.
SECTION 11 -AMENDMENT
11.1 THE terms and provisions of this deed may be altered, supplemented, restricted or otherwise amended in the following manner:
(1) in respect of any alteration, addition, restriction or other amendment that may be necessary or desirable in order to incorporate the Trust Board or in order for the Trust andlor Trust Board to attain "tax exempt" status by virtue of being a Charitable Trust then by the unanimous resolution of the Founding Trustees, and
(2) in any other case on the recommendation of a Special General Meeting or Annual General Meeting and the subsequent resolution of the Trust Board.
11.2 NO alteration, addition, restriction or other amendment may be made that would in any way derogate from the charitable nature or status of the Trust andlor that would be directly inconsistent with the Purpose and Objectives.
SECTION 12 -WINDING UP
12.1 THE Trust may be wound up on the recommendation of a Special General Meeting or Annual General Meeting and the subsequent resolution of the Trust Board.
12.2 UPON a resolution to wind up being passed all debts, expenses and other liabilities of the Trust shall be satisfied, and, thereafter, the Trust Property shall be paid or transferred to such charitable organisation/s within New Zealand with similar Charitable Purposes as may be recommended by a Special General Meeting or Annual General Meeting or, in the absence of such recommendation, to such charitable organisation/s within New Zealand with similar charitable purposes as may be determined by the Trust Board at its absolute discretion. If there are no members of the Trust Board then in the absence of a recommendation by a Special General Meeting or Annual General Meeting the Trust Property shall be disposed of as the High Court of New Zealand (having taken into account the Charitable Purposes) shall direct pursuant to Section 27 of the Charitable Trusts Act 1957.
SIGNED by all the Trustees in the presence of
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
MEMORANDUM
WORK AND AGE TRUST NZ INC
MEMORANDUM TO TRUST DEED
This Memorandum made this day 7th. October 1999
Declared by: Trustees of Mature Employment Wellington Trust
(Signed) Roger Tweedy
(Signed) David Littlejohn
(Signed) Geoff Cole
(Signed) Michael Cash
That
One The Name of Mature Employment Wellington Trust has changed to
Work and Age Trust NZ Inc., and all reference in this Trust Deed to Mature Employment Wellington Trust now should refer to Work and Age Trust NZ Inc.
Two All Assets and liabilities of the Mature Employment Wellington Trust now becomes the property of Work and Age Trust NZ Inc.
This Memorandum was ratified by Trustees of Work and Age Trust at Wellington on Thursday, 7th. October 1999 .
Trustees of Work and Age Trust NZ Inc
(Signed) Roger Tweedy
(Signed) David Littlejohn
(Signed) Geoff Cole
(Signed) Michael Cash
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