Hokianga Community Educational Trust Constitution

Constitution and Rules of Hokianga Community Education Trust (Trust no: AK/1269254)

Duly incorporated under the Charitable Trusts Act 1957
The original deed was made on the 16th day of December, 2002

Amendments:

  • 13th day of September, 2007

  • 20th day of February, 2010

  • 1st day of November, 2010

  • 18th day of February, 2018

  • 10th day of March 2024

The original trustees in 2002 were:

  • Louise Evans

  • Robin Hoare

  • Lavinia Kingi

  • Janine McVeagh

  • Jill Robins

  • Terry Rodgers

  • Marama Rodgers

This deed is made on the 22nd day of September, 2024

The signatories to this deed are the current Trustees:

  • Reva Mendez

  • Janine McVeagh

  • Sandy-Lee Bell

  • Michael Albrecht

  • Walter Hicks

  • Kara Dodson

  • Janet Nixon

  • Karen Browne

  • Debra Upham

Original constitution written by D J Blaikie, Lawyer, 123 Broadway, Kaikohe.
Amended by Kara Dodson, Walter Hicks, and Janet Nixon 2024.

Contents

  1. Te ingoa / Name

  2. Matapono / Values and Purpose
    2.1 Te Tiriti
    2.2 Funding
    2.3 Benefits

  3. Tari / Office

  4. The Board
    4.1 Number of Trustees
    4.2 Resignations
    4.3 Vacancies
    4.4 Below minimum number
    4.5 Majority
    4.6 Removing a trustee

  5. Offers of the Trust
    5.1 Facilitator
    5.2 Secretary
    5.3 Treasurer
    5.4 Review
    5.5 Co-opted Officers

  6. Meeting process
    6.1 Meeting Frequency
    6.2 Decision-making Process
    6.3 Sub-committees
    6.4 Conflict of Interest
    6.5 Annual General Meeting
    6.6 New Trustees

  7. Taketake / Powers

  8. Te toke taketake / Common Seal

  9. Takawaenga / Mediation & Arbitration
    9.1 Mediation
    9.2 Arbitration

  10. Taunaha / Trustee Liability
    10.1 Loss or damage
    10.2 Property
    10.3 Indemnity

  11. Te Tuku Toenga Rawa / Disposition of Surplus Assets
    11.1 Dissolution
    11.2 Surplus Assets

  12. Whakarereketanga Ture / Alteration of this deed
    12.1 Amend or replace
    12.2 Alteration

1.​ TE INGOA / NAME:

The name of the Trust is Hokianga Community Educational Trust, hereafter called ‘the Trust’.

2.​ MATAPONO / VALUES AND PURPOSE

The purpose of the Trust is to promote and support educational opportunities for our people, our whanau, our hapu and our hapori of Hokianga.

The Trust will:

  • 2.1 Te Tiriti. Acknowledge Te Tiriti O Waitangi and commit to carrying out its principles through our processes and projects.

  • 2.2 Funding. Raise funds as required to facilitate the aims of the Trust.

  • 2.3 Benefits. Ensure any income, benefit, or advantage will be applied to the charitable purposes of the Trust.

  • 2.4 Use sound environmental practices in all our activities

3.​ TARI / OFFICE

The office of the Trust is at 11 Parnell Street, Rawene, Hokianga, Far North 0443.

4.​ THE BOARD

  • 4.1 Number of trustees. The Board will comprise no less than five trustees, and no more than ten trustees

  • 4.2 Resignations. If someone is serving as a trustee and they decide to resign in writing, pass way, are declared bankrupt, or are found to be unqualified according to the rules mentioned in section 16 of the Charities Act 2005 (or any later version of the law), they will stop being a trustee immediately.

  • 4.3 Vacancies. The Board will have the power to fill any vacancy that arises in the Komiti or to appoint any additional trustees subject to clause 5.5.

  • 4.4 Below minimum number. The Board can continue to perform their duties even if there are vacant positions. However, if the number of trustees falls below the minimum, the remaining trustees can only work to fill those vacancies and not for any other reasons. Business may be discussed but no motion passed.

  • 4.5 Majority. The Board may, by motion decided by a 75% majority of votes, terminate a person’s position as a trustee and member of the Board, if it believes that such action is in the best interests of the Trust.

  • 4.6 Removing a trustee. If a trustee, including an office-bearer, does not attend three consecutive meetings of the Board without leave of absence, at the discretion of the Board, that member may be removed as a trustee and/or from any office of the Trust which they hold.

5.​ OFFICERS OF THE TRUST

All officers of the Trust must read, understand, and agree to the terms of the Constitution. A trustee may not hold more than two of the following roles concurrently. They can hold two roles until the second role is filled by another trustee. The Trust will have the following officers who will be appointed at the Annual General Meeting (AGM) each year:

  • 5.1 Facilitator

    The Facilitator will be one of the trustees.
    Duties:
    - Facilitate meetings
    - Signatory when required
    - Call for motions
    - Produce Annual Facilitator’s Report
    - If the appointed facilitator is not present, the trustees present will appoint a trustee to preside.

  • 5.2 Secretary

    The Secretary will be one or more of the trustees, unless the Trust decides to employ an independent administrator.
    Duties:
    - Give notice of all meetings
    - Keep minutes of all meetings
    - Share minutes with all trust members via email and shared drive within seven days
    - Manage and record Trust correspondence
    - Maintain a conflict of interest register

  • 5.3 Treasurer

    The Treasurer will be one of the trustees.
    Duties:
    - Ensure that true and fair accounts are kept of all money received and spend by the Trust.
    - Write and submit Annual Report by deadline
    - Ensure all statutory financial requirements are adhered to
    - Report financial situation to Trust meetings
    - Liaise with financial reviewer/auditor

  • 5.4 Review

    5.4.1 The Board may arrange for the accounts of the Trust for a financial year to be reviewed by an accountant appointed for that purpose.

    5.4.2 An auditor/reviewer shall not be a member of the Trust. They are to review the books and accounts of the Trust.

    5.4.3 The auditor/reviewer is to be appointed at each AGM. They shall have right of access to the books and accounts at all times. They are entitled to require officers of the trust to provide any necessary information and explanations.

  • 5.5 Co-opted Officers

    The trustees may co-opt, for the time being, any person who may be in a position to assist the trustees on any matter under discussion or otherwise, to assist in the trustees’ deliberations. Co-opted persons may have full voting rights.

6.​ MEETING PROCESS

  • 6.1 Meeting Frequency

    The Board will meet at least seven times every year. Meetings may be held in person or by any other means of communicating, as decided on by the Board from time to time. The Secretary will ensure that all members of the Board are notified of the meeting, either verbally, in writing, or electronically.

  • 6.2 Decision-Making Process

    All decisions will, if possible, be agreed by consensus. In the event that consensus cannot be reached then a decision will be made by a 75% majority vote using a show of hands. If the matter is still unresolved, the issue shall be escalated to mediation (see Clause 9).

  • 6.3 Sub-Committees

    Any sub-committee that is created by the Board will be bound by its designated powers and duties and the terms of the Trust. The sub-committee cannot make binding decisions and must report back to the Board with recommendations. The Board reserves the right to dissolve any sub-committee. It is not necessary for sub-committee members to be trustees.

  • 6.4 Conflict of Interest

    At the beginning of each meeting the facilitator will ask for declarations of interest at the beginning of each meeting.

    Trustees must:

    - Declare and disclose any direct, indirect or perceived conflicts of interest that they have with agenda items and Board decisions to be made.
    - The Board is to decide if that person should absent themselves from the relevant part of the meeting or not, or participate in the voting of the relevant agenda item or not.
    - If a conflict is ongoing the mediation process will be activated (see Clause 9).

  • 6.5 Annual General Meeting

    An Annual General Meeting (AGM) is to be held withing three months of the end of the financial year, 30 June. Notice will be given to all trustees at least 14 days before the AGM date. The date will be open to the public and advertised at least 14 days in advance.

    The business of the AGM shall be to:

    - Receive the Annual Report
    - Receive and adopt the audited or reviewed Income and Expenditure accounts and balance sheet
    - Elect Trustees. Existing trustees shall hold office for up to three years and then will step down. They will be eligible for re-election immediately. Those trustees that have been on the Trust less than three years do not need to stand down.
    - Elect officers
    - Appoint auditor/reviewer
    - Review the year’s activities
    - Discuss other business

    The AGM shall be facilitated by a Facilitator appointed for that meeting by the trustees present. All decisions shall be by consensus, if consensus fails to be reached by 75% majority vote.

  • 6.6 New Trustees

    Trustees may be proposed at the AGM each year and at any other time. The Board will seek nominations and appoint new trustees as required.

    6.6.1 Appointment Criteria

    - Nominations must be made by an existing trustee and seconded by another existing trustee.
    - Nominees must be over 18 years old.
    - Nominees must show a commitment to the values and purpose of the Trust.

  • 6.6.2 Induction

    New trustees will undergo an induction process within one month of appointment. This process will include:

    - Reading and understanding the Constitution and Rules of the Trust
    - Attending an orientation meeting with the existing trustees.
    - Familiarising themselves with ongoing projects and future plans of the trust

  • 6.6.3 Online Voting

    Trust members may attend meetings online and may vote. If the entire meeting is held online, voting will be done via an electronic voting method.

7.​ TAKETAKE / POWERS

The Trust has all the powers of a natural person. These include:

- Acquiring, holding, dealing with, and disposing of property of any kind.
- Entering into contacts and agreements.
- Employing staff and contractors.
- Engaging in any lawful activity to achieve the Trust’s purpose.
- Raising funds through any lawful means.

8.​ TE TOHE TAKETAKE / COMMON SEAL

The Common Seal of the Trust will be kept in the custody of the Secretary. It will be affixed to documents as required, with the signatures of two trustees.

9.​ TAKAWAENGA / MEDIATION & ARBITRATION

If any disputes arises between trustees or between the Trust and any third party that cannot be resolved through ordinary meetings, the dispute will be referred to mediation and, if necessary, arbitration.

  • 9.1 Mediation

    The disputing parties will jointly appoint a mediator. If the parties cannot agree on the mediator, one will be appointed by the Chairperson of the New Zealand Law Society. The mediation will be conducted in accordance with the guidelines of the Arbitrators’ and Mediators’ Institute of New Zealand (AMINZ).

  • 9.2 Arbitration

    If mediation does not resolve the dispute within 60 days, it will be referred to arbitration under the Arbitration Act 1996 or any amendment or re-enactment of that Act. The decision of the arbitrator will be final and binding.

10.​ TAUNAHA / TRUSTEE LIABILITY

  • 10.1 Loss or damage

    The trustees shall not be liable for any loss or damage to the Trust except for:
    - Wilful and individual fraud, wrongdoing, or wrongful omission on the part of the trustee(s) who are sought to be made liable.

  • 10.2 Property

    No trustee shall be liable for any loss or expense happening to the Trust through the insufficiency or deficiency of title to any property acquired for or on behalf of the Trust.

  • 10.3 Indemnity

    The trustees are indemnified by the Trust against all actions, proceedings, claims, and expenses in relation to any acts done, omitted, or suffered in relation to the execution of the Trust.

11.​ TE TUKU TOENGA RAWA / DISPOSITION OF SURPLUS ASSETS

  • 11.1 Dissolution

    Upon winding-up or dissolution of the Trust, any surplus assets after the payment of all liabilities and costs will be given or transferred to some other charitable organisation(s) within New Zealand, having similar purposes to the Trust.

  • 11.2 Surplus assets.

    If the Trust is unable to determine which organisations should receive the surplus assets, the decision will be made by the Attorney-General or the High Court of New Zealand.

12.​ WHAKAREREKETANGA TURE / ALTERATION OF THIS DEED

  • 12.1 Amend or replace.

    The Trust may amend or replace this deed at any time, provided that:

    - Written notice of the proposed alteration or replacement is given to all trustees at least 21 days before the meeting at which it will be considered.
    - The alteration or replacement is agreed to by a 75% majority of the trustees.

  • 12.2 Alteration

    No alteration or replacement of this deed will be made which causes the Trust to lose its charitable status.

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