Dated this 8th day of November 2012
1 Morehu Ngatoko Rahipere, Albert Puhirake Ihaka, Desmond Matakokiri Tata, Joanne Ngapeeti Gear, Peri Reweti Kohu, Sylvia Hemoata Willison, Rena Uruhina Bennett, Raewyn Ngakumama Keith and William Charles Retireti McGuigan (the Trustees)
1.1 Definitions: In this Deed, unless the context indicates otherwise:
“Annual Accounts” means the financial statements for the Financial Year;
“Annual General Meeting” means an annual meeting of the Beneficiaries that is held in accordance with Schedule 3;
“Annual Plan” means the plan prepared in accordance with Clause 10.2;
“Annual Report” means the report prepared in accordance with Clause 10.5;
“Beneficiaries” means a person who can trace their whakapapa to Tapukino in the case of Ngati Tapu, Tahuriwakanui in the case of Ngaitamarawaho, and Tanumiangarangi in the case of Te Materawaho;
“Confidential Information” means any information that a majority of the Trustees consider on reasonable ground:
“Deed” means this Deed and includes any amendments to this Deed made in accordance with this Deed;
“Entity” means any company, other body corporate, unincorporated group of persons (including a partnership or joint venture), trust or other entity, whether incorporated or established in New Zealand or otherwise;
“Financial Year” means the period ending on 31 March in each year following the date of inception of the Trust and includes any part of a calendar year up to such date;
“Hapu” means both the Hapu of Ngati Tapu and Ngai Tamarawaho;
“Ordinary Resolution” means:
“Perpetuity Period” means the period that commences on the date of this Deed and ends eighty (80) years less one (1) day after the date of this Deed, that period being the period specified for the purposes of section 6 of the Perpetuities Act 1964, or (if another period is specified in legislation) that other period;
“Property” means all real and personal property (including chooses in action, rights, interests and money) of the Trust and includes income;
“Registered Office” means the offices nominated by resolution of the Trustees as the registered office from time to time;
“Secretary” means the secretary from time to time of the Trust;
“Special Resolution” means:
“Trust” means the Otamataha Trust constituted by this Deed;
“Trust Asset” means the Trust Fund including any assets owned by any Trust Entity;
“Trust Entity” means any company, other body corporate, unincorporated group of persons (including a partnership or joint venture), trust or other entity which is under the direction or control of the Trust;
“Trust Fund” means the total of any of the following:
Original Settlement: the sum of $10.00 paid by the Trustees to establish the Trust;
Property Acquired: any property which the Trustees acquire after the date of this Deed from any source and by any means for the purposes of the Trust; and
Money and Investments: the income from any of the above property, and all money and investments at any time representing any of the above property;
“Trustees” means the persons who are signatories to this deed and those who are subsequently appointed as Trustees from time to time. It does not include Trustees who have resigned, retired or been replaced;
“Working Day” means the days Monday through Friday exclusive of any public holiday and excluding 24 December to 2 January (inclusive).
2 Establishment of the Trust
2.1 The Trustees shall hold the Trust Fund on trust on the terms of this Deed.
2.2 The Trustees declare that they accept the Trust Fund and will hold the Trust Fund upon the trusts and with powers set out in this Deed.
2.3 The name of the Trust established by this Deed is the Otamataha Trust.
3.1 The kaupapa for which the Trust is established are to receive, hold, manage and administer the Trust Fund for purpose of benefiting the Hapu and the Beneficiaries including:
(b) the promotion of the educational, health, spiritual, economic, social, cultural advancement and well-being of the Beneficiaries and the Hapu;
3.2 The Trustees shall hold the Trust Fund on Trust for the Beneficiaries.
3.3 The Trust shall exercise strategic governance over:
4 Appointment and Removal of Trustees
4.1 There shall be not less than four (4) Trustees and not more than ten (10) Trustees. The initial Trustees shall be the signatories to this Deed. Of the Initial Trustees Albert Puhirake Ihaka, Joanne Ngapeeti Gear, Rena Uruhina Bennett, Raewyn Ngakumama Keith have been appointed by Ngati Tapu and Morehu Ngatoko Rahipere, Peri Reweti Kohu, Sylvia Hemoata Willison and Desmond Matakokiri Tata have been appointed by Ngaitamarawaho.
4.2 Thereafter the Trustees shall consist of persons appointed by each of the hapū of Ngati Tapu and Ngaitamarawaho. Each of those hapū shall establish its own process for that appointment. Ngati Tapu shall include any person who has whakapapa links to Te Materawaho in its appointment process. The Trustees shall accept Trustees who appear to them to have been properly appointed by each hapū. The Trustees shall have no obligation to enquire into the validity of that appointment. It shall be desirable but not essential for there to be an equal number of Trustees appointed by each hapū. In the event of a dispute over the appointment of Trustees, the hapū having appointed the least number of Trustees shall have the right to appoint the next Trustee.
4.3 Every Trustee’s appointment shall terminate if he or she dies (within the term of their appointment); or is declared bankrupt; or is found to be a mentally disordered person within the meaning of the Mental Health Act 1969; or indicates in writing that he or she wishes to resign from the Trust; or is replaced pursuant to these rules.
4.4 The Trustees may, by Special Resolution terminate a Trustee’s appointment (
“the Specified Trustee”) if it believes that the Trustee has or will bring the Trust into disrepute and such action is in the best interest of the Trust. Before resolving such matters the Trustees shall follow the following procedure:
(b) the Specified Trustee may answer the complaint in writing to or by appearance before the remaining Trustees. If the Specified Trustee wishes to appear in person to answer to the complaint he or she must, not less that three days before the hearing, give written notice of his or her intention to do so together with brief details of the matters in issue.
Trustees shall represent all Ngati Tapu and Ngai Tamarawaho
4.5 Any person appointed as a Trustee in accordance with the provisions of the Deed shall act in the best interests of the Hapu.
4.6 Where a Trustee deems that another Trustee has failed to act in accordance with clause 4.5, the remaining Trustees shall bring to the attention of the Trustee, in writing or by oral notice at a meeting of trustees, the details of the concern at hand and that Trustee may pursue a dispute resolution process pursuant to clause 15.
4.7 The Trustees may by Ordinary Resolution appoint two or more Trustees to form a sub-committee to inquire into or progress any matter on behalf of the Trust.
4.8 Any sub-committee of Trustees appointed by the Trust shall:
5 Powers of Trustees
5.1 To achieve the purposes of the Trust the Trustees shall have all the powers of a natural person and all other powers that New Zealand law permits trustees to have.
5.2 Without limiting any of the powers of the Trustees, the Trustees have the powers set out in Schedule 1 and may in their discretion exercise any one or more of those powers in pursuit of the general administration of the Trust.
5.3 The Trustees may invest all or any of the Trust Fund, in any Property that is permitted by the laws of New Zealand for the investment of the funds of trusts or as otherwise permitted by this Deed, including power to buy or acquire any Property and power to sell or dispose of any Property.
5.4 The Trustees shall have the fullest powers necessary to do all such things that they consider necessary in their sole discretion to perform or otherwise carry out the kaupapa of the Trust.
6 Duties of Trustees
6.1 The Trustees must always act, collectively and individually, in accordance with their fiduciary duties and obligations.
6.2 In performing their duties each Trustee will act in good faith and in a manner that the Trustees believe on reasonable grounds is in the interests of the Hapu.
6.3 The Trustees must not, collectively and individually, act or agree to act in a manner which contravenes this Deed.
6.4 Every Trustee, when exercising powers or performing duties as a Trustee, must exercise the care, diligence and skill to be reasonably expected of a person acting in like circumstances, taking into account any special skills or experience that the Trustee has.
6.5 Every Trustee, when exercising powers of performing duties as a Trustee, may accept as correct any reports, statements, financial data and other information prepared, and any professional or expert advice given, by any of the following persons, to the extent only that the Trustee acts in good faith, after reasonable enquiry when the need of enquiry is indicated by the circumstances, and without knowledge that would cause such acceptance to be unwarranted:
(c) any other Trustee, or member of a committee upon which the Trustee did not serve at the relevant time, in relation to matters within that other Trustee’s or committee member’s designated authority.
6.6 Each Trustee accepts the duties and obligations attaching to the office of Trustee under this Deed when he or she accepts appointment as a Trustee.
7 Meetings and Management of Trustees
7.1 Meetings of the Trustees shall be governed by the rules contained in Schedule 2.
7.2 The Trustees shall meet to conduct business at such intervals as the Trustees may decide, but not less frequently than four (4) times each year.
7.3 The Trustees shall receive notification of a meeting from the Secretary, in writing no later than one week prior to a scheduled meeting.
7.4 All documents to be considered at any meeting shall be distributed no later than one week prior to a scheduled meeting.
7.5 The quorum for a meeting of Trustees shall be a majority of the Trustees who, for the time being, hold office under clause 4.
7.6 Minutes of the proceedings of all meetings of the Trustees shall be maintained and recorded in a book to be kept for that purpose by the secretary and shall be ratified at the next successive meeting of the trustees.
7.7 Attendance and apologies received at all meetings shall be recorded in the minute book.
7.8 Except where this Deed requires a Special Resolution, a resolution put to the vote of the meeting shall be decided by a majority vote of the Trustees present.
Structure of the Trust
7.9 Subject to the terms of this Deed, the Trust’s business and affairs shall be managed, controlled, supervised and administered by and under the direction of the Trustees.
Power to Delegate
7.10 The Trustees may from time to time delegate in writing any of its powers and duties to any sub-committee (constituted in accordance with clause 4.7) or to any person, and the sub-committee or person as the case may be, may with confirmation by the Trustees exercise or perform the delegated powers or duties in like manner and with the same effect as the Trustees could itself have exercised or performed them.
7.11 Any sub-committee or person to whom the Trustees has delegated powers or duties shall be bound by the terms of the Trust.
7.12 Every such delegation shall be revocable, and no such delegation shall prevent the exercise of a power or the performance of any duty by the Trustees.
Conflict of Interest
7.13 A Conflict of Interest shall exist when:
(d) a Trustee is a director, officer or trustee of another entity that will or may derive a material financial benefit from a transaction with the Trust, a Trust Entity or any subsidiary of a Trust Entity (with the exceptions of (i) any fees authorised by the Trustees or (ii) his or her interest as a Beneficiary); or
(e) a Trustee is the parent, child, spouse or de facto partner of another person who will or may derive a material financial benefit from a transaction involving the Trust (or Trust Entity or any subsidiary of a Trust Entity) or from a decision of the Trustees (except by virtue of his or her interest as a Beneficiary); or
Disclosure of Interest
7.14 A Trustee who has a conflict of interest shall immediately disclose all details to the Secretary and the Chairperson. He or she shall be excluded from any and all deliberations or meetings of the Trustees relating to the matter unless there is a Special Resolution of other non-conflicted Trustees approving of the participation of the Trustee in the matter. The Secretary shall record the full details of the disclosure in the register of the Trustees.
Remuneration and Other Benefits
7.15 Each Trustee may be paid suitable remuneration for the performance of their duties as Trustee. The Trust may prescribe reasonable remuneration for the Trustees and for the Chair to be paid out of the Trust Fund.
7.16 The following provisions shall apply to the payment of remuneration to the Trustees:
(a) The Trustees may in their discretion, after seeking professional external advice about suitable remuneration, prescribe reasonable remuneration for the Trustees and for the Chair to be paid out of the Trust Fund.
8 Accounts and Audit
8.1 The Trustees shall ensure that all financial records of the Trust are maintained in accordance with normal accounting practices.
8.2 The financial records shall present the Trust’s receipts, credits, payments, assets, liabilities and all other matters necessary or appropriate in a way that shows the true state and condition of the financial affairs of the Trust.
8.3 The financial records and annual accounts shall be kept at the Trustees’ office or at such other place as the Trustees think fit.
8.4 The financial records and annual accounts shall always be available to be inspected by the Trustees.
8.5 The Trustees shall prepare, or cause to be prepared, financial statements of the Trust for each financial year.
8.6 The Trustees shall ensure that the financial statements for each Financial Year are audited by a registered chartered accountant in public practice prior to the date for giving notice of the General Meeting.
8.7 The auditor shall be appointed by the Trust prior to the end of the Financial Year to which the audit relates and, where possible, the fee of the auditor shall also be fixed at that time. No Trustee or employee of the Trust (including any firm of which such a person is a member of employee) shall be appointed as the auditor.
8.8 At least once in every calendar year, the Trustees shall present an Annual Report, including the Annual Accounts for the most recent Financial Year, to an Annual General Meeting of the Hapu.
9 Appointment of Custodian Trustee
9.1 The Trustees may, by resolution in writing, appoint any person as a custodian trustee of the Trust Fund. The provisions of the Trustee Act 1956 shall apply as if references in it to a custodian trustee were references to Custodian Trustee, except as modified or extended as follows:
9.2 The Trustees may, without needing to give any reason, remove any Custodian Trustee by Ordinary Resolution.
9.3 The Trustees may pay a fee to the Custodian Trustee.
10 Annual General Meetings of Trust, Plans and Reporting
10.1 The Trustees shall hold an Annual General Meeting in accordance with the provisions set out in Schedule 3.
10.2 Without derogating from its duties under any enactment or at law, the Trustees shall have reporting responsibilities in relation to:
10.3 The Trustees shall also produce, within 12 months following the execution of this Deed, a Five Year Plan which shall:
10.4 Within two (2) months prior to the date of the Annual General Meeting the Trust shall prepare and make available to the Beneficiaries an annual plan for the ensuing year and shall include the following information:
10.5 The Trustees shall, within four (4) months after the end of each Financial Year, cause to be prepared an Annual Report on the affairs of the Trust and any Trust Entities covering the accounting period at the end of the Financial Year which includes:
so as to give a true and fair view of the financial affairs of the Trust and any Trust Entities for that Financial Year.
10.6 The Annual Report shall also include:
10.7 The Annual Report and the Annual Plan shall be made available to Beneficiaries on request.
11 Trust Entities
11.1 The Trustees may establish Trust Entities in order to receive, hold or manage the Trust Fund, or any Property forming part of the Trust Fund, provided that any Trust Entity shall be established for the benefit of the Trust or the Hapu and in furtherance of the kaupapa of the Trust.
11.2 The Trustees may, from time to time, disestablish any Trust Entity.
11.3 The Trustees shall take reasonable steps to monitor and supervise each Trust Entity in the following manner:
(b) for the avoidance of doubt, and except as expressly provided by this Deed, each Trust Entity shall be governed by its own respective Board and the role of the Trustees in respect of each Trust Entity shall be limited to the exercise of the rights conferred on the Trustees as shareholders or (as applicable) appointor and as beneficiary of the Trust Entity.
(e) the Trustees shall require that any Directors, trustees or Board members appointed by or at the direction of the Trust to any Trust Entity do not act in a manner which brings or is likely to bring the Hapu, the Trust or any Trust Entity into disrepute.
(f) a Director, trustee or Board member of any Trust Entity shall only be appointed if that person has the particular skills and expertise that are required of a Director, trustee or Board member of that Trust Entity to which the appointment relates and bearing in mind the activities that the relevant Trust Entity undertakes or is likely to undertake in the future and the mix of skills and expertise that is required on the relevant board of the Trust Entity. For the avoidance of doubt it is declared that the Trustees may appoint people who are not Trustees as a Director, trustee or Board Member of any Trust Entity.
12 Administrative Procedures
12.1 The Trustees may appoint a General Manager to manage the day to day administration of the Trust including, but without limitation, the Trust’s planning, reporting and monitoring obligations under the Deed. A General Manager shall not be a Trustee.
12.2 The Trustees shall appoint a Secretary to carry out the duties of the Secretary specified in the Deed and who may perform other administrative or management duties for the Trust in relation to its activities and those of any committees or sub-committees for such term and at such remuneration and upon such conditions as the Trustees may from time to time prescribe.
12.3 The Secretary shall not be a Trustee, but may be an existing employee of the Trust in which event any remuneration for the performance of the duties of Secretary shall be included within the remuneration of that employee.
12.4 Any Secretary may be removed or his or her employment terminated at any time if determined by the Trustees.
12.5 The books and records of the Trust shall be kept in the custody of the Secretary at the office of the Trust or at such other secure place determined by the Trustees.
12.6 The following rules shall apply in relation to Confidential Information:
Disclosure of Information
12.7 Any Beneficiary is entitled to be provided, no later than 10 Working Days after receipt by the Trust of a written request with:
upon payment of such reasonable charges as the Trustees may prescribe.
Execution of Documents
12.8 All formal documents, agreements and contracts executed on behalf of the Trust shall be signed by two or more Trustees. No document, agreement or contract shall be signed by the Trustees unless such execution has previously been approved at a meeting of Trustees, or where required, at an Annual General Meeting or Special General Meeting.
13 Trustee Liability
13.1 In carrying out the trusts and powers contained in this Deed, no Trustee or former Trustee will be personally liable for any loss to the Trust Fund unless that loss is attributable to:
13.2 No Trustee or former Trustee will be personally liable for the negligence, fraud or delay of any agent of the Trust (even if the employment of that agent was not strictly necessary or expedient and despite any statutory provision or rule of law to the contrary).
13.3 No Trustee shall be liable for any breach of trust or for any loss in relation to the Trustee’s duties of investment merely because the investments of the Trust Fund were not diversified.
13.4 Subject to clause 13.1 each Trustee or former Trustee shall be indemnified out of the Trust Fund against all actions, proceedings, claims, damages, losses, demands, calls, liabilities, costs (including legal costs) and expenses (together called
“liabilities”) suffered or incurred by that Trustee or former Trustee in the conduct of his or her duties to the Trust.
13.5 The Trustees are not liable for any loss or cost to the Trust by any breaches of trust or defaults of any attorney, delegate, manager, secretary, employee or any other person (including, without limitation, any expert or professional person) appointed or engaged or employed by them, despite any rule of law to the contrary.
14 Trustee Indemnification
14.1 Each Trustee is fully indemnified by an out of the Trust Fund (whether from capital or income) for any loss or liability that he or she incurs in the carrying out or omission of any function, duty, power or discretion of the Trustees under this Deed and in respect of any outlay or expenses incurred by him or her in the management and administration of the Trust unless the loss or liability is attributable to his or her dishonesty or to the wilful commission by him or her of a breach of trust.
14.2 The indemnity given by the Clause 13.4 extends to any loss or liability which a person incurs, after ceasing to be a Trustee, through the carrying out of any function, duty, power or discretion of the Trustees, whether the carrying out took place before, during or after the period in which the person was a Trustee.
15 Dispute Resolution
15.1 No person shall commence any court or arbitration proceedings relating to a dispute arising out of or related to this Deed, unless that party has first complied with the following:
(b) upon receiving a request under subclause (a), the Chairperson shall notify all the parties to the dispute, including all Trustees, of the request.
(d) if no agreed outcome is reached in accordance with subclause (c), the chairperson shall refer the matter to mediation in accordance with the LEADR New Zealand Incorporated standard Mediation Agreement. The mediation shall be conducted by a mediator experienced in mediating matters within a Maori context and at a fee agreed by the parties. Failing agreement between the parties, the mediator shall be selected, and the mediator’s fee shall be determined by the Chair for the time being of the LEADR New Zealand Incorporated.
15.2 If mediation is unsuccessful, the parties shall only then be entitled to request adjudication.
16 Governing Law
16.1 This Deed and the Trust are governed by and construed in accordance with New Zealand law and jurisdiction.
17 Termination of Trust
17.1 Other than by operation of law, the Trust shall only be terminated in accordance with this clause:
(a) the Trust shall only be terminated or dissolved if the Beneficiaries have, by duly notified Special Resolution at an Annual General Meeting or Special General Meeting, resolved that it has become impossible, impracticable or inexpedient to carry out the kaupapa of the Trust and the Trustees have subsequent to that resolution also resolved by Special Resolution to terminate or dissolve the Trust; and
(b) on the termination or dissolution of this Trust, the Trust Fund after the payment of costs, debts and liabilities shall be paid to one or more other trusts or entities in New Zealand nominated by the Beneficiaries and confirmed by the Trustees that have similar purposes to the Kaupapa of the Trust (being purposes beneficial to the Hapu) and its Beneficiaries; and
(c) if no other trusts or entities are nominated pursuant to Clause 17.1(b) within 6 months of the termination or dissolution of the Trust, then the Trust fund shall be paid to an entity or entities that qualify pursuant to Clause 17.1 (b) that are selected by the High Court on the application of any interested party.
18 Amendments to Deed
18.1 The Trustees have power to amend this Deed by deed made after a Special Resolution of Trustees.
18.2 If the Trustees decide to propose an amendment to the Deed, they shall consider whether there is a need for, and the extent of, a consultation hui prior to the consideration of the Special Resolution at an Annual General Meeting or a Special General Meeting.
19 Power to Resettle
19.1 The Trustees shall have the discretionary power to settle or resettle any or all of the Trust Fund upon trust in any manner which in the opinion of the Trustees is consistent with the kaupapa of the Trust (including for the avoidance of doubt upon a charity that is for the advancement of education or the relief of poverty or for other charitable purposes beneficial to the Hapu) provided that:
20 Registered Office
20.1 The registered office of the Trust shall be determined by the Trustees from time to time and by way of ordinary resolution.
Signed by Morehu Ngatoko Rahipere as Initial Trustee in the presence of:
Signed by Albert Puhirake Ihaka as Initial Trustee in the presence of:
Signed by Desmond Matakokiri Tata as Initial Trustee in the presence of:
Signed by Joanne Ngapeeti Gear as Initial Trustee in the presence of:
Signed by Peri Reweti Kohu as Initial Trustee in the presence of:
Signed by Sylvia Hemoata Willison as Initial Trustee in the Presence of:
Signed by Rena Uruhina Bennett as Initial Trustee in the presence of:
Signed by Raewyn Ngakumama Keith as Initial Trustee in the presence of:
Signed by William Charles Retireti McGuigan as Initial Trustee in the presence of:
Schedule 1—Trustees' Powers
1 The Trustees shall have power in accordance with Clause 5.1 of the Deed to do anything that a natural person could do, except where it is illegal, or a breach of the terms of this Deed. Without limiting those powers, the Trustees may by way of example:
(c) receive, hold, manage and invest property transferred from the Crown directly or indirectly to the Trust on behalf of the Hapu in settlement of any claims of the Hapu arising from actions and omissions of the Crown in breach of the Treaty of Waitangi/Te Tiriti o Waitangi;
(d) receive, hold, manage and invest, and/or to establish Trust Entities that receive, hold and manage any other property received by or for the benefit of that Hapu;
(t) determine all questions and matters of doubt which may arise in the course of the management, administration, investment, realisation, distribution, liquidation, partition, resettlement or winding up of the Trust Fund or the Trust, or to apply for directions under Section 66 of the Trustee Act 1956;
Schedule 2—Meetings of Trustees
4 The Chairperson (or in the absence of the Chairperson, the Deputy Chairperson, or another Trustee elected by the meeting) shall take the chair at all meetings of the Trustees, and shall have the casting vote.
7 A resolution in writing, signed by all of the Trustees, shall be as effective as if it had been passed at a meeting. Such a resolution may consist of several like documents each signed by one or more of the Trustees and may be sent by facsimile or other electronic transmission.
Schedule 3—Procedures at Annual General Meetings and Special General Meetings
Notice of Annual General Meeting
5 Subject to any other requirements in this Deed, the date, time, venue and agenda of the Annual General Meeting shall be determined by Ordinary Resolution at a meeting of Trustees.
Special General Meetings
Power to call Special General Meetings
7 Subject to any other requirements in this Deed, the date, time, venue and agenda of any Special General Meeting shall be determined by Ordinary Resolution at a meeting of Trustees.
8 A written request under paragraph 6 of this Schedule shall state the purposes for which the Special General Meeting is to be convened and the specific agenda items proposed for the meeting and shall be signed, as the case may be, by:
(iii) and be delivered to the Secretary at the Registered Office by facsimile, personal delivery or post, and may consist of several documents in the same form, each executed on behalf of one or more of the Trustees or Beneficiaries requesting the meeting. The request will be deemed to be given on the Working Day that it is received or, if received on a day that is not a Working Day, on the next Working Day.
9 If the Trustees do not, within 15 Working Days from the date on which a request is deemed to have been given effectively under paragraph 8 of this Schedule, give Public Notice of the date, time, venue and agenda of a Special General Meeting to be held within 20 Working Days from the date of the Public Notice, the Trustees or Beneficiaries who requested the meeting may themselves convene a Special General Meeting, but any Special Meeting so convened shall be held within three calendar months of the date that the request was deemed to have been given under paragraph 8 of this Schedule.
Notice of Special General Meeting
10 Notice of a Special General Meeting convened under paragraph 6 of this Schedule shall be given in the same manner as for a notice of a General Meeting and shall include notice of the matter, resolution or issue proposed to be considered at the Special General Meeting in addition to any other matters required to be notified under this Deed.
11 For the avoidance of doubt, in the case of a Special General Meeting requested under paragraph 6(ii) of this Schedule, every person who signs a request pursuant to paragraph 6(ii) of this Schedule, is to receive not less than 20 Working Days’ written notice of that Special General Meeting.
Cost of Special Meeting
12 Any reasonable expenses that are incurred by the Trustees or Beneficiaries, who convened a meeting under paragraph 9 of this Schedule as a result of the failure of the Trustees to convene a Special General Meeting which has been properly requested, are to be reimbursed by the Trust to the Trustees or Beneficiaries who requested the meeting.
Business at Special General Meeting
Proceedings at Meetings
17 If, within one hour of time appointed for an Annual General Meeting or Special General Meeting or meeting of Trustees, a quorum is not present, the meeting is to stand adjourned until the twentieth Working Day, or such other date as the Trustees may determine, following that adjournment in the case of an Annual General Meeting or Special General Meeting.
18 On that later day to which any meeting is adjourned under paragraph 17 of this Schedule, the meeting will be held at the same time and in the same place as the adjourned meeting unless the Trustees determine that the meeting shall be held at another time and place. In the case of an Annual General Meeting or Special General Meeting the Trustees shall forthwith following the adjournment publish a Public Notice specifying the date, time and place of the adjourned meeting.
20 If the quorum at any adjourned meeting is determined by paragraph 19, then notwithstanding any other provision of the Deed, the majority required to pass any resolution shall be 90% of the Trustees present and 90% of the Beneficiaries present at that adjourned meeting.
21 The Chairperson or, failing him or her, the Deputy Chairperson, will preside over and have control of every Annual General Meeting or Special General Meeting.
22 If there is no Chairperson or Deputy Chairperson present at the time appointed for holding a Annual General Meeting or Special General Meeting, or if either of those persons is unwilling to preside over the meeting, the Trustees present will choose one of their number to substitute as Chairperson for the meeting.
Proceedings at General Meetings and Special General Meetings
24 With the exception of a Special Resolution to terminate or dissolve the Trust, Trustees shall not be bound by a resolution passed at an Annual General Meeting and a Special General Meeting but will only be required to give consideration to any such resolution in administering the Trust and the Trust Fund and carrying out the Kaupapa of the Trust.
25 If any Annual General Meeting or Special General Meeting becomes so unruly or disorderly that in the opinion of the Chairperson of the meeting the business of the meeting cannot be conducted in a proper and orderly manner, or if any meeting in the opinion of the Chairperson becomes unduly protracted, the Chairperson may, and without giving any reason, adjourn the meeting and may direct that any uncompleted item of business of which notice was given and which, in his or her opinion, required to be voted upon, is put to the vote without further discussion.