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(n)To alter the powers and rules of the Board provided that no alteration or addition detracts from the charitable purposes of the Board.

(o)To do all such other things that in the opinion of the Board will further the Trustâs objectives, duties and powers provided that nothing will be done to detract from the charitable purposes of the Board, or conflict with any condition imposed by the Department of Inland Revenue.

6.02Limitations on Powers of the Board With the exception of any loan raised for the purpose of carrying out the Duties of the Board, the Board may not raise loans without the permission of a 75% majority of Trust members with voting rights.

7.09RESIGNATION FROM THE TRUST

(a)Any Friend or Member may resign his or her status within the Trust by submitting a written resignation to the Board.

7.10TERMINATION OF STATUS WITHIN THE TRUST

(a)A Friend or Member may have his or her status within the Trust terminated by a vote of 75% of the Board if:

i)In the opinion of a 75% majority of the Board members present, he or she has been guilty of any grave misconduct likely to reflect unfavourably upon or damage the reputation of the Trust.

ii)In the opinion of a 75% majority of the Board members present he or she has been guilty of grave

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misconduct likely to impact adversely upon or damage the integrity of the Mount Hiwi Property.

(b)The Friend or Member concerned must be given:

i)at least 14 days notice of the proposed termination;

ii)the reasons for the proposed termination;

iii)an opportunity to reply at the meeting considering their termination.

8.00THE BOARD

8.01CONSTITUTION OF THE BOARD

(a)The Board will have between six (6) and ten (10) members.

(b)The Trustees named in this Deed will be the original Board Members and their appointment will commence from the date of this Deed.

(c)On their election to the Board, new Board Members will become Trustees.

(d)Each Board Member’s term will expire at the third Annual General Meeting after their election to the Board unless they are earlier removed according to clause 8.05 or 8.06.

(e)Board Members shall be eligible for re-election so long as the total period for which a Board Member shall hold office continuously shall not exceed twelve (12) years.

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(f)No member of the Board shall be paid any remuneration for services as a Board Member except in accordance with clause 14.00 (f).

8.02ELECTION OF NEW BOARD MEMBERS

(a)Board Members shall be elected at the Annual General Meeting of the Trust according to the rules of this deed.

(b)When a Board Member ceases to be a Board Member in accordance with clause 8.05 then the Board shall, unless it determines otherwise, and subject always to clause 8.01(a), replace that Board Member as soon as is practicable by an election at a general meeting of the Board.

(c)A prospective Board Member must be nominated by a Member of the Trust.

(d)To be eligible for nomination, a prospective Board Member must be:

i)a Member, or in the case of an Institutional Member, must be that memberâs duly appointed representative; and

ii)legally eligible to live in New Zealand for the duration of their term.

8.03POWERS OF THE BOARD

(a)The Board members will be responsible for the management of all the affairs of the Trust and may exercise all the powers given to it by this Deed.

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8.04CESSATION OF BOARD MEMBERSHIP

(a)The appointment of any member of the Board shall immediately cease if he or she:

i)Resigns from the Trust according to clause 7.09; or

ii)Has his or her status within the Trust terminated according to clause 7.10; or

iii)By notice in writing to the Trust resigns from the Board; or

iv)Becomes bankrupt or suspends payment or compounds with his or her creditors generally; or

v)Dies; or

vi)Is absent from New Zealand for an aggregate period exceeding 18 months since his or her most recent election as a Board Member.

8.05TERMINATION OF BOARD MEMBERSHIP

(a)A Board Member may be removed from the Board by a vote of 75% of the Board Members if:

i)Without leave of the Board he or she is absent from all meetings of the Board for a period of not less than six months; or

ii)In the opinion of a 75% majority of members of Board Members present has been guilty of conduct unbecoming a Board Member.

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(b)The Board Member concerned must be given:

i)At least 14 days notice of the proposed removal;

ii)The reasons for the proposed removal;

iii)An opportunity to reply at the meeting considering their removal.

9.00COMMITTEES

(a)The Board may from time to time appoint committees of one or more Trust Members and may delegate to any such committee any of the duties and powers of the Board.

(b)The Board must designate one Representative to be responsible for that committee, providing information to the Board in the form of an auditable trail of expenses and commitments.

(c)Any such committee shall have power to co-opt persons who are not members of the Trust to be members of such a committee.

(d)The Board shall in all cases have and retain the right to revoke any appointment of a committee and to revoke the delegation to any committee of any duty or power of the Board. No such delegation shall prevent the exercise of any power by the Board.

(e)Unless and until any such delegation is revoked it shall continue in force according to its tenure.

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10.00 MEETINGS

10.01GENERAL MEETINGS OF THE BOARD

(a)The Board shall meet at such times and places as they may agree to dispatch the business of the Trust, but in any event at least twice a year.

(b)One of these meetings shall be an Annual General Meeting of the Trust.

(c)The Chairperson or any two Board Members shall have power to call a General Meeting of the Board.

(d)Advisory Trustees are entitled to attend General Meetings of the Board.

(e)Committee Members and other persons may be requested by the Board to attend General Meetings of the Board.

10.03ANNUAL GENERAL MEETINGS

(a)The Annual General Meeting of the Trust will be held no later than the 30th June in every year at a time and place to be fixed by the Board.

(b)The business of the Annual General Meeting shall include the following:

i)consideration of the annual report(s) which shall include a report on the activities of the Trust for the year and the statements referred to in clause 13.00 (c);

ii)consideration of special business;

iii)consideration of general business;

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iv)other business;

v)election of Board members and appointment of officers.

12.00APPLICATION OF FUNDS AND PROPERTY

(a)Wherever possible all funds and assets of the Trust are to be held in New Zealand.

(b)All moneys and funds raised or collected by or on behalf of the Trust shall be applied by the Board in the manner prescribed in these Rules providing that nothing herein shall be deemed to prevent the Board from establishing a reserve fund or funds for any purposes of the Trust.

(c)The Trust shall maintain Trust Funds at a level that will allow current expenses, such as rates, to be covered.

(d)All moneys received or collected by and on behalf of the Trust and all the income and property of the Trust shall be applied solely in and towards the promotion of the objectives of the Trust, providing however that nothing herein contained shall be deemed to preclude the payment out of the Trust Fund of all expenses properly incurred in collecting such moneys and in otherwise administering the Trust.

(e)No income or property shall be paid or transferred directly or indirectly to Board Members or Advisory Trustees, however:

i)This will not prevent payment of reasonable remuneration or expenses to any Board Member or Ad-

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visory Trustee for any services performed by them for the Trust.

ii)Board Members and Advisory Trustees shall be entitled to be reimbursed out of the Trust Fund for all reasonable travelling, accommodation and other expenses properly incurred in attending meetings of the Trust or while engaged on the activities of the Trust.

iii)A Board Member or an Advisory Trustee 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 or an Advisory Trustee. Any such income paid shall be reasonable and relative to that which would be paid in an armâs length transaction (being the open market value).

(f)The provisions and effect of sub-clauses (d) and (e) above shall not be removed from this document and shall be included and implied in any document replacing this document.

13.00LIABILITY

(a)The liability of the Board, or any members of the Board shall at all times be limited to the assets of the Trust under the administration of the Board.

(b)No Board Member or any person acting on the authority of the Board shall be liable for any loss incurred by the Trust unless attributed either to the dishonesty of that

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person or to the wilful commission or omission of any known fact by that person.

14.00DISSOLUTION AND DISPOSAL OF PROPERTY AND FUNDS

(a)The Trust may be wound up if at a Special General Meeting the Board passes a resolution to do so and appoints one or more liquidators to wind up the Trust's affairs.

(b)This resolution must be confirmed at a subsequent General Meeting which has been called for that specific purpose and is held not earlier than 42 days after the original resolution was passed.

(c)Any surplus assets shall be distributed to other approved charitable trusts with similar charitable objectives within New Zealand and shall be determined by the Board at the subsequent General Meeting held to confirm the resolution to wind up the Trust. Failing the Board making such a determination, the distribution of surplus assets shall be determined by the High Court of New Zealand.

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LESSON 17

INSURANCE

PART I

INSURANCE GLOSSARY