Charitable Trust Deed
Deed of the WiKarekare Trust
Dated: 18th day of January 2005
The original trustees are:
Robert Edwin Burrowes,
Computing Services Manager,
Department of Computer Science,
The University of Auckland.
Rachel Elizabeth Burrowes, Housewife.
Robin Eric Taylor, Self Employed Computer Consultant.
The name of the Board is the WiKarekare Trust.
The Board is established to carry out within New Zealand the following aims:
2.1 To provide, or to facilitate the provision of, high speed Internet access and associated services to remote New Zealand communities.
2.2 To provide or to facilitate the provision of these services to the schools and non-profit community groups and organizations of these communities.
2.3 To facilitate activities and communication within the community through local community networks.
2.4 To encourage and aid, through the provision of Internet services, those wanting to work from home.
2.5 To work with residents, communities and organizations involved in similar projects, providing educational material and consultative services.
2.6 To support research that would further any of these aims and to publish all such research.
2.7 To do anything else that would further any of these aims.
The Board will have the following powers:
3.1 To provide and operate a network for, or to facilitate the provision of such network services for, high speed access to the Internet, and to provide and operate, or to facilitate the provision of, associated Internet services;
3.2 To purchase, lease, hire or otherwise acquire any real or personal property or rights.
3.3 To sell, let, mortgage or otherwise dispose of or deal with any of the property or rights of the Board;
3.4 To accept any gifts, whether by way of endowment or otherwise and whether by gift inter vivos or by way of devise or bequest given for the furtherance of the objects of the Trust or any of them and to accept and to discharge trusts attached to the subject matter of any such gift;
3.4 To construct, maintain or alter any buildings or property.
3.5 To borrow, raise or invest money in any manner and on any terms suitable to the Board;
3.6 To the extent permitted by law, carry forward unexpended income to a future year or years and may set aside from such income, a reserve to meet fluctuations in future years and any other contingencies;
3.7 To enter into any arrangement or contract with any individual, Government Department or corporate body;
3.8 To pay all or any of the expenses incurred in establishing and running the Board;
3.9 To employ or engage staff, advisors or other people and to pay their wages, salaries and/or their expenses on terms suitable to the Board;
3.10 To run employment educational, training, social and cultural programmes.
3.11 To support research activities that could result in the advancement of the Board’s aims; to facilitate publication of results of research.
3.12 To provide financial support, consultative services, educational material, service support or other support for other non-profit groups whose aims are similar to the objects of the Trust.
3.13 To alter the powers and rules of the Board, provided that no alteration or addition endangers the charitable aims and status of the Board;
3.14 To do all other things, that in the opinion of the Board, will further its charitable objects.
The Rules of the Board will be as follows:
4.1 Constitution of the Board
4.1.1 The Board will have between 2 and 5 members.
4.1.2 The Trustees named in this Deed will be the original Board members and their appointment will commence from the date of this Deed.
4.1.3 The Board will appoint new members to the Board according to these rules and on their appointment those new members will become Trustees.
4.1.4 A Board member will hold office until he or she:
(i) resigns ;
ii) is unable to perform his or her duties ;
iii) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;
iii) becomes an insolvent under administration;
iv) is not permitted by the Law (or an order made under the Law) to be a director;
v) is convicted of an offence involving dishonesty or is sentenced to imprisonment;
vi) does not attend three consecutive Board meetings without adequate explanation;
vii) dies ;
viii) is removed from the Board according to clause 4.1.5.
4.1.5 A Board member may be removed from the Board by a vote of at least two thirds of the Board members at a General Meeting. The Board member concerned must be given:
i) at least 14 days written notice of the proposed removal
ii) the reasons for the proposed removal
iii) an opportunity to reply at the meeting considering his or her removal.
4.1.6 Any Board member may resign from the Board by giving notice in writing to the Secretary of the Board and the resignation will take effect either from the date the notice is received by the Secretary or the termination date indicated by member, whichever occurs last.
4.1.7 If the number of Directors is reduced below the minimum required by the Trust Deed, the remaining Directors must convene, as soon as is practical, a Special General Meeting to appoint new Directors and may continue to act as the Board only to:
(i) to appoint Directors up to that minimum number;
(ii) to continue in a caretaker role to meet the ongoing commercial and service commitments of the Trust and to preserve the Trusts Moneys, but they may not to enter into new commitments.
4.2 Exercising the Powers of the Board
4.2.1 The Board members will be responsible for the management of all the Trusts affairs and may exercise all the powers given to it by this Deed.
4.2.2 The Board may delegate any or all of its powers, with or without a specifying a time period, and subject to any terms or restrictions it decides, to an attorney. This must be in writing and must always include a clause that allows it to revoke any or all of the delegated rights at any time.
4.2.3 The Board may, from time to time, appoint one or more of its members to form a sub-committee and give that subcommittee some or all of the powers of the Board. The board must explicitly define these powers and the required reporting procedures. The board may revoke these powers at any time.
4.2.4 The Board or one of its sub-committees may co-opt Advisory Trustees, who will have no voting rights, to assist them.
4.2.5 A board member must declare, prior to their participation in discussions or decisions, any personal interest and/or any conflict of interest in a contract or proposed contract being entered into by the Board. The board member is not automatically disqualified from voting or participating in the execution of any such contract and the Board cannot avoid the agreement because of the declared interest.
4.3 Trustees Liability
4.3.1 The Trustees shall not be liable for and shall be indemnified out of the Trust Fund for any loss or liability which they may incur by reason of the exercise, manner of exercise, or non exercise of any of the powers, authorities or discretions conferred on them by this deed or by law.
4.3.2 The Trustees shall have the right to resort to or expand the whole or any part of the Trust Moneys for the purposes outlined in the objects of this Trust in such manner as the Trustees think fit.
4.3.3 Subject to the Provisions of this Deed, the Trustees shall act in accordance with the law relating to Trusts.
4.4 Board Meetings
4.4.1 The Board will hold at least two meetings in every year and one of these meetings will be the Annual General Meeting which is to be held not more than 15 months following the previous Annual General Meeting.
4.4.2 At the first meeting of the Board and at every Annual General Meeting the Board will appoint the following officers:
i) a Chairperson who will be responsible for convening and chairing Board meetings
ii) a Secretary who will carry out the functions allocated to the Secretary in these Rules
iii) a Treasurer, the office of which could be held concurrently with the office of Secretary, who will control the funds of the Board.
4.4.3 If at any time an office holder ceases to be a Board member the Board may appoint another member to that office prior to the next Annual General Meeting.
4.4.4 In addition to the appointment of office holders the Annual General Meeting will carry out at least the following tasks:
i) consider and adopt the Annual Report ;
ii) consider and adopt the Financial Accounts ;
iii) appoint an Auditor or Accountant who may or may not be a Board Member ;
iv) Receive reports from any sub-committees of the Board as to their activities;
v) consider any other general business.
4.5 Notice of Board meetings
4.5.1 Notice of all Board meetings including the Annual General Meeting will be given in writing, or by utilizing any technology agreed upon by the Board and the member being notified, to each Board member at least 14 days prior to the meeting. However, if all Board members agree, a Board meeting may be called at any time.
4.6 The Running of Board meetings
4.6.1 The Quorum for all Board meetings will be half the Board members, with a minimum of two (excluding any members present by proxy). The meeting shall lapse if a quorum is not present within 30 minutes of the time appointed for holding the meeting.
4.6.2 Members may attend utilizing any technology that gives all attending members a reasonable opportunity to participate.
4.6.3 Members may attend a meeting through a proxy held by another Board member. They will not be counted for purposes of establishing a Quorum. The authority granting the proxy must be in writing and be signed and witnessed by a third person and the original delivered to the secretary of the Trust to be received by him or her no later than the commencement of the meeting. A proxy may not be used if the Member is present and able to represent themselves. Only a single vote, per member, will be accepted.
4.6.4 The Chairperson will convene Board Meetings and in his or her absence the meeting will appoint another person.
4.6.5 Decision making at any meeting will be by consensus, but failing a consensus decisions will be made by a simple majority of the Board members present at the meeting. If Equal, the Chairperson will be granted a second and casting vote.
4.6.6 Every Board member present at a Board meeting will be entitled to one vote.
4.6.7 Voting shall be by voice, or if requested by any board member, confirmed by a show of hands, or by written ballet, or by any technological means agreed upon by all members at the meeting.
4.7 Minute Book
4.7.1 All attendees, proceedings and resolutions of Board meetings will be recorded in a minute book which will be held by the Secretary of the Board.
4.8 The Common Seal
4.8.1 The Common Seal of the Board will be held by the Secretary and will be used only when authorized by a resolution of the Board. When the seal is used it will be signed by the Secretary and one other Board member appointed to sign that document by the Board.
4.9 Control of Funds and Property
4.9.1 The Board, through its Treasurer, will keep proper books of accounts and will prepare annual accounts which are to be audited.
4.9.2 All funds received by the Board will be paid into the Board's bank account.
4.9.3 All cheques and withdrawal slips drawn on the Board's account will be signed by the Treasurer and one of two other Board members appointed by resolution of the Board.
4.9.4 The income and property of the Trust is to be applied solely to further the aims of the Trust. No income or property is to be paid or transferred directly or indirectly to any members of the Board. This will not prevent payment of reasonable wages or expenses to any officer or employee of the Board or to any Board members for any services performed by them for the Trust.
4.9.5 A Board member may charge for any services carried out by him or her where the Board would have had to pay for that service if it was carried out by somebody who was not a Board member.
4.10 Alterations and Additions to the Rules
4.10.1 The Board may alter, add or cancel any rules at a Board meeting provided that:
i) written notice of the proposed change is included in the notice calling the meeting;
ii) the meeting may amend the proposed change ;
iii) a two thirds majority of the Board members present at the meeting agree to the change ;
iv) no alterations, additions or cancellation will be made to these rules that are in conflict with:
a) the aims of the Trust ;
b) the charitable nature of the Trust ;
c) the Charitable Trust Act 1957 ;
d) the conditions of any exemption granted by the Inland Revenue Department.
4.11 Winding Up
4.11.1 The Charitable Trust may be wound up if:
i) a majority of the members at a General Meeting pass a resolution to wind up the Trust
ii) a second meeting is held, not earlier than 30 days since the first meeting to confirm or reject the resolution
iii) at the second meeting a two thirds majority of the members confirm the resolution.
4.11.2 On winding up any surplus assets of the Charitable Trust will be distributed to other charitable organizations in New Zealand.