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TRUST DEED: MINERALS WEST COAST TRUST
[This deed is made the day of March 2005 and updated July 2010] |
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| BACKGROUND |
| A |
The minerals industry on the West Coast of the South Island of New Zealand is one of the driving industries of the economy on the West Coast. Given the significance and importance of such an industry to the West Coast, initiatives that enhance the industry have major positive follow-on effects for the greater West Coast community. |
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| B |
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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| THIS DEED WITNESSES |
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| The name of the trust shall be the "Minerals West Coast Trust”. |
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| The office of the trust shall be at the offices of Minerals West Coast, 100B Mackey Street Greymouth, or at such place as the Board of Trustees may from time to time determine. |
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| The objectives and purposes of the trust are as follows: |
| a. |
Through the implementation of the Strategic Plan, to increase cooperation among all involved in the Minerals sector on the West Coast, so as to have real, significant and positive effects for the general West Coast Community (incorporating the Buller, Grey and Westland Districts); |
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| b. |
Through the implementation of the Strategic Plan, to increase employment levels on the West Coast; to increase the stability of employment on the West Coast, and to develop and increase training and skill levels of those both in and seeking employment; |
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| c. |
To work with the Minerals sector to develop and promote employment and educational strategies; |
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| d. |
Through the implementation of the strategic plan, to promote and advance awareness of and to provide education regarding environmental issues and environmental “best practices”, and to establish the West Coast as a centre of excellence for environmental management and rehabilitation; |
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| e. |
To liase with local Runanga, Ngai Tahu, regarding mining matters; |
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| f. |
To identify, record and protect local archaeological mining sites and facilities, and to promote education regarding the history of the area |
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| The trust shall be administered by a Board of Trustees ("the Board") who shall be accountable to, and elected by, members of the trust. |
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| 5.1 |
Numbers |
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The Board shall consist of not less than 3 and not more than 8 members. |
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| 5.2 |
Membership of Board |
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The signatories to this deed shall be the Initial Board. Subsequent Boards shall be elected at each Annual General Meeting of the trust, beginning with the Annual General Meeting held in 2006. |
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| 5.3 |
Retirement of Board |
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The members of the Board shall retire at every Annual General Meeting, but shall be eligible for re-election at the same and subsequent meetings. |
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| 1. |
The members of the Board shall retire at every Annual General Meeting, however shall be eligible for re-election at the same and subsequent meetings. |
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| 2. |
A Board member shall hold office until the next Annual General Meeting of the Board unless prior to that date he or she: |
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| a. |
Resigns |
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| b. |
Is unable to perform his or her duties |
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| c. |
Does not attend 3 consecutive Board meetings without adequate explanation |
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| d. |
Dies |
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| e. |
Is removed from the Board according to the procedures in this deed. |
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| 5.4 |
Tenure of the Chairperson. |
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| 1. |
A chairperson or chairpersons shall be nominated from within the elected Board Members before each Annual General Meeting. |
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The chairperson shall normally have served a minimum of 12 months as a Board member prior to standing for election. |
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The chairperson's role will take effect from their election at the Annual General Meeting. |
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The chairperson’s role shall normally be rotated every 12 months with a new chairperson appointed each year. |
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| 5.5 |
Nomination to Board |
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Nomination for a position on the Board shall be by way of notice of nomination in writing endorsed with the consent of the nominee and given to the Secretary not less than twenty-four hours before the time fixed for the Annual General Meeting. If there are insufficient nominations to fill the vacant positions on the Board, oral nominations may be received at the Annual General Meeting provided that no member shall be elected who has not consented to being nominated. |
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| 5.6 |
Vacancies |
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Subject to clause 5.1, the Board shall have the power to co-opt further members on the Board and to fill any casual vacancy on the Board until the next Annual General Meeting. |
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| 5.7 |
Name of board |
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The name of the Board shall be the "Minerals West Coast Trust Board". |
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| The objectives and purposes of the trust are as follows: |
| 6.1 |
Meetings |
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The Board shall meet at such times and places as it determines. |
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| 6.2 |
Officers |
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The Board shall appoint the officers of secretary and treasurer. These offices may be combined. The secretary and treasurer need not be members of the Board. |
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| 6.3 |
Chairperson |
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The chairperson shall preside at all meetings of the Board at which she or he is present. In the absence of the chairperson from any meeting, the members present shall appoint one of their number to preside at that meeting. |
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| 6.4 |
Quorum |
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At any meeting of the Board 3 members shall form a quorum, and no business shall be transacted unless a quorum is present. |
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| 6.5 |
Voting |
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All questions before the Board shall be decided by a majority of votes (with each Board Member having one vote). However, in the case of an equality of votes, the Chairperson shall have a second and casting vote. |
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| 6.6 |
Minutes |
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The secretary shall keep minutes of all Board meetings that shall be available for inspection by Board members at reasonable times. |
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| 6.7 |
Alternative Board Members |
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| 6.7.1 |
Power to appoint
A Board Member may from time to time by written notice to the Trust appoint any person, who is not already a Board Member and who is approved by a majority of the other Board Members, to be that Board Member’s alternate. No Board Member may appoint a deputy or agent except by way of appointment of an Alternate Board Member. |
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| 6.7.2 |
Rights of Alternate Board Member
Unless otherwise specified by the terms of his or her appointment, an Alternate Board Member: |
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is entitled, in the absence or unavailability of the Board Member who appointed him or her (the “Appointor”), to exercise the same rights, powers and privileges (other than the power to appoint an Alternate Board Member ) as the Appointor; |
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when acting as an Alternate Board Member is subject to the same duties and obligations as the Appointor; |
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is not entitled to be given notice of a meeting of the Board unless the Appointor has given written notice to the Trust requesting that notice be given to the Alternate Board Member. |
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| 6.7.3 |
Cessation of appointment
An Alternate Board Member ceases to be an Alternate Board Member |
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if the Appointor ceases to be a Board Member, or revokes the appointment by written notice to the Trust; or |
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on the occurrence of any event which would disqualify the Board Member if he or she were a Board Member; or |
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if a majority of the other Board Member‘s resolve to revoke the Alternate Board Member’s appointment. |
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| 7.1 |
General and specific powers |
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In addition to the powers implied by the general law of New Zealand or contained in the Trustee Act 1956, the powers which the Board may exercise in order to carry out its charitable objects are as follows: |
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To use the funds of the trust as the Board thinks necessary or proper in payment of the costs and expenses of the trust, including the employment of professional advisers, agents, officers and staff as appears necessary or expedient; and |
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To purchase, take on lease or in exchange or hire or otherwise acquire any property and any rights or privileges which the Board thinks necessary or expedient for the purpose of attaining the objects of the trust, and to sell, exchange, bail or lease, with or without option of purchase, or in any manner dispose of any such property, rights or privileges as aforesaid; and |
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To carry on any business; and |
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To invest surplus funds in any way permitted by law for the investment of trust funds and upon such terms as the Board thinks fit; and |
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To raise money from time to time, upon such terms as the Board thinks fit; and |
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To do all things as may from time to time be necessary or desirable to enable the Board to give effect to and to attain the objectives and purposes of the trust. |
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| 7.2 |
Incorporation |
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The Board is empowered to seek incorporation in accordance with the provisions of the Charitable Trusts Act 1957. |
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| 7.3 |
Employment |
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Under clause 7.1(a) the Board may employ as agents, officers and staff, persons who are members of the Board. |
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| 8.1 |
Application |
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Any income, benefit or advantage shall be applied to the charitable purposes of the trust. |
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| 8.2 |
Influence |
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No member of the trust or person associated with a member of the trust shall participate in, or materially influence, any decision made by the trust in respect of the payment to or on behalf of that member or associated person of any income, benefit or advantage whatsoever, except where that income, benefit or advantage is derived from: |
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Professional services to the trust rendered in the course of business charged at no greater rate than current market rates; or |
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Interest on money lent at no greater rate than current market rates. |
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| 8.3 |
Reasonableness required |
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Any such income paid shall be reasonable and relative to that which would be paid in an arms length transaction (being open market value). |
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| 8.4 |
Entrenchment |
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The provisions and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document. |
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| 9.1 |
True and fair accounts |
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The Board shall keep true and fair accounts of all money received and expended. |
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| 9.2 |
Audit |
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The Board shall, as soon as practicable after the end of every financial year of the Board, cause the accounts of the Board for that financial year to be audited by an accountant appointed by the Board for that purpose and the Board shall present the audited accounts to the annual general meeting of the trust together with an estimate of income and expenditure for the current year. |
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| 10.1 |
Power to delegate |
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The Board may, from time to time, appoint any committee and may delegate, in writing, any of its powers and duties to any such committee or to any person, and the committee or person as the case may be, may without confirmation by the Board exercise or perform the delegated powers or duties in like manner and with the same effect as the Board could itself have exercised or performed them. |
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| 10.2 |
Delegate bound |
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Any committee or person to whom the Board has delegated powers or duties shall be bound by the charitable terms of the trust. |
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| 10.3 |
Delegation revocable |
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Every such delegation shall be revocable at will, and no such delegation shall prevent the exercise of any power or the performance of any duty by the Board. |
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| 10.4 |
Delegate need not be board member |
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It shall not be necessary that any person who is appointed to be a member of any such committee, or to whom any such delegation is made, be a member of the Board. |
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| The Board shall have a common seal which shall be kept in the custody of the secretary, or such other officer as shall be appointed by the Board, and shall be used only by authority of the Board members previously given at a meeting of the Board to any document requiring execution by the Board members. Each such use of the seal shall be performed in the presence of, and accompanied by the signatures of, at least two Board members and shall be sufficient evidence of the authority to use such seal. No person dealing with the Board members shall be interested or concerned to see or enquire as to the authority under which any document is sealed and in whose presence it was sealed. |
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| Any person, group or organisation (including any family group) who agrees with the purposes of the Trust may, subject to the Board's approval, become a member of the Trust by application in writing and upon payment of a subscription (if any). |
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| The Board may require members of the Trust to pay a subscription of such amount or amounts as may from time to time be fixed by resolution in general meeting. |
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| 14.1 |
Resignation by notice |
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Any member of the Trust or may resign membership at any time by giving to the secretary notice in writing to that effect and such notice, unless otherwise expressed, shall take effect immediately. |
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| 14.2 |
Resignation deemed |
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Any member who fails to pay the annual subscription on or before the expiration of twelve months after it has become due shall be deemed to have resigned membership. |
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| 15.1 |
Notice of complaint |
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Any person may make a complaint to the Board that the conduct of a member of the trust is or has been injurious to the character of the trust. Every such complaint shall be in writing and addressed to the secretary. |
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| 15.2 |
Meeting |
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If the Board considers that there is sufficient substance in the complaint, it may invite the member to attend a meeting of the Board and to offer a written or oral explanation of the member's conduct. |
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| 15.3 |
Notice of meeting |
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The Board shall give the member at least 14 days written notice of the meeting. The notice shall: |
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sufficiently inform the member of the complaint so that the member can offer an explanation of the member's conduct; and |
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inform the member that, if the Board is not satisfied with the member's explanation, the Board may expel the member from the trust. |
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| 15.4 |
Board may expel |
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If, in the meeting, the Board decides to expel the member from the trust, the member shall cease to be a member of the trust. |
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| 15.5 |
Appeal |
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A member expelled by the Board may, within 14 days, give written notice of appeal to the secretary. The secretary shall then call a special general meeting to take place within 21 days of receipt of the notice of appeal. If that meeting passes a resolution rescinding the expulsion, the member shall be reinstated immediately. |
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| 16.1 |
Time and place of meeting |
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The annual general meeting of the trust shall be held each year in or between the months of February and August, at such place, date and time as the Board shall determine. |
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| 16.2 |
Business of meeting |
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The annual general meeting shall carry out the following business: |
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Receive the minutes of the previous annual general meeting and of any other special general meeting held since the last annual general meeting; and |
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Receive the trust's statement of accounts for the preceding year and an estimate of income and expenditure for the current year; and |
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Receive reports from the Board and its committees; and |
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Subject to clause 5, elect members of the Board; and |
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Fix the annual subscription (if any); and |
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Consider and decide any other matter which may properly be brought before the meeting |
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| 17.1 |
Secretary may call meeting |
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A special general meeting of the board shall be called by the secretary on receipt of a request in writing or by email for such a meeting stating the reason for having the meeting and signed by or from the email address of not less the 3 members of the trust |
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| 17.2 |
Meeting for appeal against expulsion |
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Subject to the provisions of clause 15 a special general meeting of the Board shall be called by the secretary for the purpose of hearing an appeal from an expelled member. |
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| 17.3 |
Notice of meeting |
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The prescribed notice calling a special general meeting shall state, in general terms, the business for which the meeting is called and at that meeting only the business so stated shall be discussed. |
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| 18.1 |
Definition |
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In these rules the term "general meeting" includes both an annual general meeting and a special general meeting. |
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| 18.2 |
Notice of meeting |
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30 days written notice of each general meeting shall be given to all members of the trust and all members of the Board. This notice shall state that the meeting is the annual general meeting or a special general meeting as the case may be and shall specify the place, date and time at which the meeting is to be held. |
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| 18.3 |
Quorum |
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3 members of the trust personally present or 50 per cent of the members, whichever is the less, shall constitute a quorum for a general meeting. A member that is a group or organisation shall be deemed to be personally present if it is represented at the meeting by its duly appointed nominee. |
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| 18.4 |
Chairperson |
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The chairperson of the board or the chairperson's nominee shall chair each general meeting. |
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| 18.5 |
Voting |
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| 18.5.1 |
All questions at a general meeting shall be decided by consensus. However, if a consensus decision cannot be reached on any question, it shall, subject to clause 19, be put as a motion to be decided by a majority of votes. |
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| 18.5.2 |
Each full membership shall have only one vote. Associate members do not have voting rights. |
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Voting shall be by show of hands. |
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If the voting is tied, the motion shall be lost. |
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| This deed may be altered, added to, rescinded or otherwise amended by a resolution passed by a two-thirds majority at a general meeting, provided that no such amendment shall: |
| 19.1 |
Detract from 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; or |
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| 19.2 |
Be made to clauses 8 or 21 unless it is first approved in writing by the Department of Inland Revenue. |
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| Contracts on behalf of the trust may be made as follows: |
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A contract which if made by private persons would be by law required to be by deed may be made on behalf of the trust by writing under the common seal of the trust attested as referred to in clause 11 of this deed. |
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A contract which if made between private persons would be by law required to be in writing, signed by the parties to be charged, may be made on behalf of the Board in writing signed by any person acting under its authority, express or implied. |
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A contract which if made between private persons would by law be valid although made verbally only, and not reduced into writing, may be made verbally on behalf of the Board by any person acting under its authority, express or implied. |
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| PROVIDED, HOWEVER, that no such contract shall be entered into by any person on behalf of the trust except with the authority of a resolution passed by the trust at a properly constituted meeting. |
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| If, either on the winding up, failure or dissolution of the trust, or in the case of the Board having incorporated in accordance with the provisions of the Charitable Trusts Act 1957 (or other act passed in substitution for the same) on the liquidation of the Board or on its dissolution by the Registrar, there remains after payment of all of the trust debts and liabilities any property or assets whatsoever, they shall be given or transferred to trustees for carrying out charitable purposes within New Zealand similar to those set out in this deed or be applied for such charitable purposes within New Zealand as the Board may, by resolution, determine at, before, or during the winding up, failure, dissolution or liquidation. If the Board is unable to make such decision, such property shall be disposed of in accordance with the directions of a Judge of the High Court pursuant to section 27 of the Charitable Trusts Act 1957 on the application of any member of the Board. |
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