The trusts upon which the property vested in the Trust Board shall be held by the Trust Board
The Trust Board shall stand possessed of those portions of the Trust property from time to time representing the capital thereof upon trust to apply the income derived therefrom (including all moneys and investments which pursuant to section 12 of this Act retain the nature of income in the hands of the Trust Board) as follows:
Firstly, in defraying all proper costs, charges, and expenses of and incidental to the administration, upkeep, repair, maintenance, and management of the Trust property and the costs and disbursements in anywise relating—
Secondly, in or towards the repayment of the whole or any part of any moneys whatsoever owing from time to time by the Trust Board if in the opinion of the Trust Board (but with the approval of a properly convened business meeting of the Church as defined by paragraph (6) of this Section I) it is expedient to make such payment out of income.
Thirdly, in setting aside such portion or portions thereof (if any) as the Trust Board (but with the approval of a properly convened business meeting of the Church as defined by paragraph (6) of this Section I) may from time to time see fit for all or any one of the following purposes, namely:
Any moneys set aside as a reserve against depreciation or as a sinking fund shall be and become part of the capital of the Trust property.
Fourthly, the balance of the said income (such balance being hereinafter referred to as net available income) shall be applied by the Trust Board to or in aid of any works, objects, or undertakings of a Baptist religious charitable nature (and whether or not the same are controlled by the Trust Board), including any such works, objects, or under takings of the Church (the whole of the foregoing being herein after referred to as the net available income objects) in accordance with the following procedure:
(1) within 3 months after the passing of this Act and thereafter on or before 30 June in each year, including 1949) the Trust Board shall forward to the Church a report on the Trust property, which said report shall include a properly audited cash summary, revenue account, revenue appropriation account, and balance sheet and shall show the net available income as at the date of the passing of this Act (and thereafter as at 31 March of each year, including 1949), and shall set forth the recommendations of the Trust Board as to the allocation of such net available income. Before forwarding the said report to the Church the Trust Board shall afford to the Elders and Deacons of the Church a reasonable opportunity of discussing with the Trust Board the recommendations to be made by the Trust Board as to the allocation of the net available income:
(2) if the recommendations of the Trust Board are accepted wholly or in part by a properly convened business meeting of the Church within a period of 2 months after the report of the Trust Board is received by the Church, then to the extent to which such recommendations have been accepted as aforesaid the Trust Board shall with all reasonable speed apply the net available income in accordance therewith:
(3) if within such period of 2 months after the said report of the Trust Board is received by the Church any recommendations as to the allocation of the whole or part of such net available income differing from or modifying or adding to the recommendations of the Trust Board are made by a duly convened business meeting of the Church (hereinafter referred to as the Church's recommendations) then to the extent to which the Church's recommendations are within the net available income objects, the Trust Board shall with all reasonable speed apply the net available income in accordance with the Church's recommendations:
(4) provided, however, that if the Trust Board acting on the advice of a barrister considers that the Church's recommendations are as to the whole or part thereof not within the net available income objects, the matter in difference between the Trust Board and the Church shall be determined by arbitration under and in accordance with the provisions of the Arbitration Act 1908 and its amendments, or of any Act or Acts passed in substitution therefor:
(5) the method of allocation determined in accordance with the foregoing procedure may, but need not necessarily, dispose of the entire net available income for the time being in the hands of the Trust Board:
(6) for the purposes of paragraphs (2) and (3), a properly convened business meeting of the Church means a business meeting duly convened in accordance with the rules of the Church for the time being and whereof notice has in any event been given at both morning and evening services of the Church held on the 2 Sundays immediately previous to the date of such meeting. Such notice shall specify that the business of the meeting will be to consider the allocation of the net available income in the hands of the Trust Board:
Rules governing the constitution, powers, and duties and proceedings of the Trust Board
(a) Constitution of the Trust Board
1 Board to comprise 8 Trustees
The Trust Board shall have a membership of 8 persons (hereinafter referred to as Trustees), who shall be appointed in accordance with the provisions of these rules.
2 First Trustees
(i) The first Trustees shall be the 6 persons described by name in subparagraph (ii), together with 2 further persons to be elected by the Church as soon as conveniently may be after the passing of this Act in accordance with the provisions of Rule 3.
(ii) The 6 persons referred to in subparagraph (i) are as follows:
William Macdonald Armour, of Auckland, retired civil servant:
Samuel Barry, of Auckland, optician:
Frank Christopher Brookbanks, of Auckland, warehouseman:
Stanley Martin Conway, of Auckland, company manager:
Ernest Arthur Eady, of Auckland, manufacturer:
Owen Sylvanus Wiles, of Auckland, chemist,—
such persons being the persons who immediately prior to the passing of this Act were the members of the old board.
(iii) The 6 persons aforesaid shall take office forthwith upon the passing of this Act without further authority than this Act.
3 Election of Trustees
All vacancies in the membership of the Trust Board shall (subject to the provisions of Rule 8) be filled from time to time by the Church by means of an election held at the annual or any business meeting of the Church. All persons qualified in accordance with Rule 9 shall be entitled to stand as candidates for the office of Trustee, provided only that a candidate for the office of Trustee shall deliver at the Church office not less than 3 clear days before the date of the election a nomination form signed by himself and at least 2 other members of the Church. Notice of any proposed election shall be given at least at both morning and evening services of the Church on the 2 consecutive Sundays immediately preceding the date of the election. At any such election all members of the Church shall be entitled to vote, and their votes shall be cast and taken in the same manner as if the election were an election of Church Officers.
4 When elections to be held
An election for the purpose of filling casual vacancies in the office of Trustee shall be held as soon as conveniently may be after such vacancies have occurred. Elections to fill vacancies occurring through the retirement of Trustees under Rule 6 may, in the discretion of the Church, be held either after such retirement or at any time within 3 months before such retirement is due to take place.
5 Trust Board to be notified of results of elections
Forthwith after the holding of any election of 1 or more Trustees, the Chairman of the Church meeting at which such election was held shall notify the Trust Board in writing of the result thereof, and any such notice purporting to be signed by the Chairman of the meeting at which the election was held shall, without further proof of such signature, be accepted by the Trust Board and by all courts as prima facie evidence of the matters stated therein.
6 Rotation of Trustees
Two Trustees shall retire on 30 September 1951 and thereafter 2 Trustees shall retire every 3 years. The order of retirement as between the first Trustees shall be determined amongst themselves by agreement or by lot but otherwise and thereafter those Trustees shall retire first who have been longest in office since their last election. For the purpose of this rule any person appointed or elected under Rules 3 or 8 to fill a casual vacancy shall be subject to retirement at the same time and in the same order as the person in whose place he has been appointed or elected would have been had he continued in office. Retiring Trustees shall be eligible for re-election, provided they are otherwise qualified under the provisions of Rule 9.
7 Minimum number of Trustees
Notwithstanding that the number of Trustees may fall below 8, the Trustees for the time being, not being less in number than 5, may act for all purposes.
8 Trustees may fill vacancies when number falls below 5
Should the number of Trustees at any time fall below five, then the remaining Trustees may, and in the event of the Church failing within a reasonable time to fill vacancies shall, act for the purpose of appointing to the office of Trustee such additional person or persons qualified for appointment under the provisions of Rule 9 as may be necessary to bring the number of Trustees up to 5. As soon as conveniently may be after the making of any appointment as aforesaid, the Trustees shall cause notice thereof to be given to the Church.
9 Qualification of Trustees
Any person shall be eligible for appointment or election as a Trustee who has been a member of the Church for at least 2 years at the date of his appointment or election, and who has been on the Roll of Members of 1 or more Baptist Churches for a continuous period of not less than 7 years immediately preceding the date of his appointment or election. The Minister for the time being of the Church shall not be eligible for appointment or election as a Trustee. The restrictions imposed by this rule shall not apply to the appointment as first Trustees of the persons named in Rule 2(ii), but shall apply to any future appointment or election of all or any of such persons.
10 Vacation of office of Trustee
The office of Trustee shall become and be vacant in each or any of the following cases in addition to death, that is to say, if the Trustee—
provided, however, that the provisions of subparagraph (d) shall not be applicable to the persons named in Rule 2(ii) during their period of office as first Trustees.
11 Notice of vacancies to be given to Church
Upon the occurrence of a vacancy in the office of Trustee, the Trustees shall at their next ensuing meeting cause a note thereof to be entered in their Minute Book; they shall further cause notice thereof to be given as soon as conveniently may be to the Church.
12 Acts of Trustees valid, notwithstanding defects subsequently discovered
All acts done by any meeting of Trustees or of a Committee of Trustees or by any person acting as a Trustee shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Trustee or person acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Trustee.
13 Trustee liable only for his own acts
Every Trustee shall be chargeable only for such money as he shall actually have received, although he may have joined in any receipt for money received by any other of them, and shall not be answerable for the acts of any other Trustee, nor for any loss which may arise by reason of any Trust funds being deposited in the hands of any banker, solicitor, or agent, or for the sufficiency or insufficiency or deficiency of any security upon which any Trust money, or any part thereof, may be invested, or for any loss in the execution of any trust, unless the same shall happen through his own neglect or default.
(b) Powers and duties of the Trust Board
14 Hereditaments defined
For the purpose of the following rules, hereditaments means any land of any estate or tenure, and includes chattel interests in land; but does not include periodic tenancies or tenancies without any agreement as to duration.
16 Power to exchange hereditaments
17 Investment of proceeds of sale or exchange and other capital moneys
18 Power to borrow on mortgage of hereditaments
19 Buildings to be suitable for letting or leasing
Any buildings erected by the Trust Board in exercise of the powers conferred by Rules 17 and 18 shall be of a character suitable for letting or leasing, and any alterations or enlargements of buildings made in exercise of the said powers shall not be of a nature which would render such buildings unsuitable for letting or leasing.
21 General power to purchase hereditaments
22 Power to accept surrender of leases
The Trust Board may accept the surrender of any lease on such terms and conditions as it shall think fit.
23 Power to lay off and dedicate roads
24 Power to dedicate reserves
25 Consent of a Judge of the High Court, how obtained
(1) In any case where the Trust Board desires to exercise any power which by these rules can only be exercised with the consent of a Judge of the High Court, then the Trust Board may apply by petition in a summary way to a Judge of the High Court for an order granting such consent.
(2) An application under this rule for the consent of a Judge of the High Court may be made either in respect of some particular transaction or in respect of any scheme proposed by the Trust Board in relation to any particular hereditament or hereditaments and involving the exercise of 1 or more of the powers which by these rules can only be exercised by the Trust Board with the consent of a Judge. Where the consent of a Judge is given to any such scheme, then it shall not be necessary for the Trust Board to make further application in respect of any particular transaction or transactions entered into in accordance with the terms of such scheme.
(3) Unless otherwise required by the Judge, it shall not be necessary for the Trust Board to serve notice of such application on any other person or persons, but the Judge may, if he thinks fit, require that the Church and the Baptist Union of New Zealand and any other person or persons shall be represented before him.
(4) If the Judge is satisfied in all the circumstances of the case that it is desirable in the interests of the Trust property and the revenue derived therefrom that consent to such application be granted, then the Judge shall grant his consent to such application with or without such conditions or modifications as he shall think fit, but unless the Judge is satisfied as aforesaid he shall refuse his consent to such application.
(5) On any such application as aforesaid the Judge shall have all such jurisdiction and authority to give effect to this Act and any order made by him as he would have in any matter within the ordinary jurisdiction of the High Court, and may order by and to whom the costs of any persons appearing on such application shall be paid, and may modify or alter any order made by him.
Schedule 3 Rule 25 heading: amended, on 1 January 2004, by section 48(1) of the Supreme Court Act 2003 (2003 No 53).
Schedule 3 Rule 25(1): amended, on 1 January 2004, by section 48(1) of the Supreme Court Act 2003 (2003 No 53).
Schedule 3 Rule 25(2): amended, on 1 January 2004, by section 48(1) of the Supreme Court Act 2003 (2003 No 53).
Schedule 3 Rule 25(5): amended, on 1 January 2004, by section 48(1) of the Supreme Court Act 2003 (2003 No 53).
26 Power to appoint officers and agents
The Trust Board shall appoint one of the Trustees or some other fit person to be its Secretary. The Trust Board may also appoint any other necessary or proper officers or agents for its assistance in the administration and management of the Trust property. Every appointment so made shall be revocable by the Trust Board at its pleasure. The Trust Board may pay to its Secretary and to its other officers and agents not being Trustees such annual salaries or other remuneration as may from time to time be approved by the Trust Board. Subject as herein provided, the Trust Board shall from time to time prescribe and appoint the duties to be performed by the Secretary and its other officers or agents.
27 Power to accept gifts of property on same trusts
28 Power to invest surplus moneys
The Trust Board shall have full power to invest any moneys not immediately required for any of the purposes of the Trust in any securities for the time being permitted by the law of New Zealand for the investment of trust funds.
29 General powers of Trust Board
Subject only to the restrictions imposed upon it by this Act, the Trust Board shall have full power to hold real and personal property of whatever nature, to sue and be sued in its corporate name in all proceedings civil or criminal and in all Courts and before all tribunals or authorities, and to do and suffer all that corporate bodies may do and suffer
30 Trust Board not to permit free occupation of premises
Save in so far as may be reasonably necessary for purposes incidental to the administration or management of the Trust property, the Trust Board shall not permit any person or persons to occupy any land or buildings of which the Trust Board is the owner, lessee, or tenant except upon payment to the Trust Board of a proper rent therefor.
31 Trust Board to keep in repair and insure
Without in any way limiting the general duties imposed on Trustees by law the Trust Board shall take all reasonable and proper steps to keep in a state of good order and repair all buildings and other permanent improvements forming part of the Trust property, and shall take out and keep on foot such policy or policies of insurance as may be reasonable against loss or damage by fire or earthquake, and such further policy or policies of insurance as the Trust Board may from time to time deem expedient to protect the Trust Board against any other insurable liability.
(c) Proceedings of the Trust Board
There shall be a quorum when 4 Trustees are present at any meeting.
33 Meetings of Trustees
The Trustees shall hold general meetings at least 4 times in each year at such times and in such places in the City of Auckland or within a convenient distance therefrom as they shall from time to time appoint.
34 Special meetings
The Chairman or any 2 Trustees may at any time summon a special meeting for any cause that seems to him or them to be sufficient.
35 Notice of meetings
Notice in writing of every meeting, whether general, special, or adjourned, shall be delivered or sent through the post to each Trustee by the Secretary or by some other person acting under the directions of the Trustees, or, in the case of a special meeting, by or under the direction of the person or persons summoning the meeting, 3 clear days at least before the date of the meeting; so far as in the case of an adjourned meeting the interval between the original and adjourned meetings will permit. Every notice of meeting shall state the place, day, and hour of the meeting, and every notice of a special meeting shall further state the matter to be discussed thereat.
36 Adjournment of meeting
If a quorum shall not have assembled within half an hour after the time appointed for any meeting, the Trustee or Trustees present or the Secretary (if no Trustee be present) may adjourn the meeting. Any meeting may be adjourned by the Chairman upon the adoption of a resolution for its adjournment.
37 First meeting
The first meeting of the Trustees shall be summoned by Samuel Barry (referred to in Rule 2(ii)) upon some day to be fixed by him within 3 months from the date of the passing of this Act, or, if he shall for any reason fail to do so, by any 2 Trustees. At this meeting the Trustees shall make all necessary arrangements for the general conduct of the affairs of the Trust Board and for the appointment of officers. The Trustees shall also appropriate such funds and investments to the value of £10,000 as they think fit as representing that portion of accumulated income derived by the old board which, by virtue of section 12 of this Act, is to be received and dealt with by the Trust Board as capital.
The Trustees shall from time to time appoint a Chairman, who shall preside at all meetings. In case of the absence of a Chairman from any meeting, the Trustees then present shall elect a Chairman for that meeting.
Every matter shall be determined by the majority of the Trustees present and voting on the question. The Chairman shall have a casting vote, whether or not he shall have previously voted on the same question, but no Trustee shall in any other circumstances give more than 1 vote.
40 Rescinding resolution
Any resolution of the Trustees may be rescinded or varied from time to time by the Trustees at a special meeting.
The Trustees may at any meeting appoint 3 or more members of their body to be a committee for making any inquiry or for superintending or transacting any business, but every act and proceeding of a committee shall, except in cases of urgency, be submitted to a meeting of Trustees for approval.
(1) A Minute Book shall be provided and kept by the Trustees. Minutes of the entry into office of every new Trustee and of all proceedings of the Trustees shall be entered in the Minute Book.
(2) Any such minute if purporting to be signed by the Chairman of the meeting at which the proceedings were had, or by the Chairman of the next succeeding meeting, shall be evidence of the proceedings.
(3) Where minutes have been made in accordance with the provisions of this rule of the proceedings at any meeting of Trustees, then, until the contrary is proved, the meeting shall be deemed to have been duly held and convened and all proceedings had thereat to have been duly had.
The Trustees shall keep full and accurate accounts of all the receipts, disbursements, assets, liabilities, and engagements of the Trust Board and shall in every year cause the same to be audited by a public accountant.
44 Banking account
One or more banking accounts in the name of the Trust Board shall be opened and kept with some fit bankers to be from time to time selected by the Trustees. All sums of money received on account of the Trust Board shall be forthwith paid into the credit of such account or accounts, unless otherwise expressly ordered by the Trustees.
45 Common seal
The Trustees shall have and use a common seal for the affairs and business of the Trust Board, and may from time to time change, alter, or make new such seal as they may think fit. The common seal shall not be affixed to any instrument except by the authority of a resolution of the Trustees and in the presence of any 3 Trustees.
46 How contracts entered into
Contracts on behalf of the Trust Board may be made, varied, or discharged as follows:
47 Discharge to Trust Board in respect of income
Whenever the Trust Board, pursuant to the trusts set out in Section I, becomes under an obligation to apply the whole or any part of the net available income to or in aid of any specific work, object, or undertaking of a Baptist religious charitable nature then the Trust Board may discharge such obligation by paying such income in good faith to any person purporting to act as Secretary, Treasurer, or otherwise on behalf of such work, object, or undertaking, and the Trust Board shall not be bound to see to the further application thereof.
48 Trust Board may accept office as Trustee under particular trusts
The Trust Board may accept the office of Trustee in and under any charitable trust. The Trust Board shall keep the property comprised in any such trust separate and distinct from the property subject to the trusts set forth in this Act. Rules 14 to 31 (both inclusive) shall not be applicable to the Trust Board in the execution of any such trust, but the Board shall have and be subject to such powers and duties as are conferred and imposed by the instrument creating the trust and such other powers and duties not inconsistent therewith as may be conferred and imposed on trustees by law. The property vested in the Trust Board and subject to the trusts imposed by this Act shall not be available nor called upon nor in any manner applied to make good any deficiency, loss, or damage or breach of trust which may occur in or about the execution of any trust accepted by the Trust Board under the powers conferred upon it by this Rule.