This is our founding document for the charity-IT trust. We don’t mean to be all *woot-woot* about a long-arse document – but this is the real deal. This is like the freaking american constitution, just in small scale, and for a New Zealand based charity. Or if you prefer to see the actual-for-reals-deed, you can download a scan of the executed deed at the bottom of this page!
A. The parties to this Deed wish to establish a charitable trust (in this Deed referred to as “the Trust”) for the purposes described in Clause 2 of this Deed, and
B. The parties to this deed have agreed to contribute the sum of ten dollars each to establish the Trust; and
C. They have agreed to enter into this Deed specifying the purposes of the Trust and providing for its control and governance.
1. NAME / TE INGOA
The name of the Trust is charity-IT, hereafter called ‘the Trust’.
2. PURPOSE / WHĀINGA
The purpose of the trust is to:
2.1. Engage with, and facilitate connections and the transfer of value between, the information technology (IT) industry and the charitable not-for-profit community;
2.2. Enable charitable not-for-profit organisations to access IT knowledge, skills and assistance;
2.3. Enable IT professionals and organisations to use their IT knowledge and skills for charitable endeavors
2.4. Facilitate activities to deliver IT assistance to charitable organisations and groups
2.5. Promote activities consistent with its mission;
2.6. Provide other support and assistance consistent with its charitable purpose.
3. PRINCIPLES / MĀTĀPONO
The mission of the Trust is to: Amplify the good.
The Trust is committed, in attaining its mission, to:
3.1. Operating in a manner consistent with the core values of charity-IT:
3.1.4. Socially Minded;
3.2. Maintaining the highest standards of professionalism and integrity
3.3. Inspiring the IT industry to charitable endevours.
4. ACTIVITIES LIMITED TO NEW ZEALAND / NGA MAHI KI AOTEAROA ANAKE
The activities of the Trust will be limited to Aotearoa/New Zealand.
5. OFFICE / TARI
The office of the Trust will be in such place in New Zealand as the Board of Trustees may from time to time determine.
6. THE BOARD OF TRUSTEES / TE RUNANGA WHAKAHAERE
6.1. The Board will comprise of no less than three (3) Trustees and no more than seven (7) Trustees.
6.2. The signatories to this Deed will be the first Board. The Trustees will elect from among themselves a Chairperson. A Secretary and Treasurer will also be appointed from among themselves or from non-trustees. An election of office-bearers will be held at the first meeting of the Board following the execution of this Deed and whenever a vacancy occurs. The positions of Secretary and Treasurer may be combined.
6.3. A person will immediately cease to be Trustee when she or he resigns in writing, dies, is declared bankrupt or is found to be a mentally disordered person within the meaning of the Mental Health (Compulsory Assessment and Treatment) Act 1992 or subsequent enactment.
6.4. The Board will have the power to fill any vacancy that arises in the Board or to appoint any additional trustees subject to clause 6.1.
6.5. The Board may continue to act notwithstanding any vacancy, but if their number is reduced below minimum number of trustees as stated in this deed, the continuing trustee/s may act for the purpose of increasing the number of trustees to that minimum but for no other purpose.
6.6. The Board may, by a motion decided by a two-thirds (2/3rd) 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.
6.7. The name of the Board will be charity-IT.
7. MEETINGS OF THE BOARD / NGA HUI O TE RUNANGA WHAKAHAERE
7.1. The procedure for Board meetings will be as follows:
7.1.1. A quorum will be (at least) the greater of:
18.104.22.168. Half of the members of the charity-IT board
22.214.171.124. 3 members
7.1.2. If a Trustee, including an office-bearer, does not attend three (3) consecutive meetings of the Board without leave of absence that member may, at the discretion and on decision of the Board, be removed as a Trustee, and/or from any office of the Trust which she or he holds.
7.1.3. All questions will if possible be decided by consensus. In the event that a consensus cannot be reached then a decision will be made by a majority vote by show of hands, unless otherwise determined by the Board.
7.1.4. If the voting is tied, the motion will be lost.
7.1.5. In the absence of the Chairperson, the Board will elect a person to chair the meeting from among the Trustees present.
7.1.6. The chairman will not have a casting vote
7.2. The Board will meet at least four (4) 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.
7.3. The Secretary will ensure that a record of minutes is maintained which is available to any member of the Trust and which, for each meeting of the Board, records
7.3.1. the names of those present;
7.3.2. all decisions made by the Board; and
7.3.3. any other matters discussed at the meeting.
8. POWERS / TAKETAKE
In addition to the powers provided by the general law of New Zealand or contained in the Trustee Act 1956, the powers which the Board may exercise in order to carry out its charitable purposes are as follows:
8.1. to use the funds of the Trust as the Board thinks necessary in payment of the costs and expenses of the Trust, including the employment of professional advisors, agents, officers and staff, according to principles of good employment and the Employment Relations Act 2000 or any subsequent enactment;
8.2. to purchase, take on, lease or in exchange or hire or otherwise, acquire any real or personal property and any rights or privileges which the Board thinks necessary or expedient in order to attain the purpose of the Trust and to sell, exchange, let, bail or lease, with or without option of purchase or, in any other manner, dispose of such property, rights or privileges;
8.3. to invest surplus funds in any way permitted by law for the investment of Charitable Trust funds and upon such terms as the Board thinks fit;
8.4. to borrow or raise money from time to time with or without security and upon such terms as to priority or otherwise as the Board thinks fit;
8.5. to authorise professional development of trustees, committee members and delegates where such development is aligned to, and would further, the purposes of the trust; and
8.6. to do all things as may from time to time be necessary or desirable to enable the Board to give effect to and attain the charitable purposes of the Trust.
9. INCOME, BENEFIT OR ADVANTAGE TO BE APPLIED TO CHARITABLE PURPOSES / KO NGA RAWA HEI PAINGA MO TE IWI
9.1. Any income, benefit or advantage will be applied to the charitable purposes of the Trust.
9.2. No trustee or members of the Trust or any person associated with a trustee shall participate in or materially influence any decision made by the trustees in respect of any payment to or on behalf of that trustee or associated person of any income, benefit or advantage whatsoever. Any such income paid shall be reasonable and relative to that which would be paid in an arm’s length transaction (being the open market value).
9.3. The provision and effect of this clause shall not be removed from this deed and shall be implied into any document replacing this deed of trust.
10. POWER TO DELEGATE / TURU TAKETAKE
10.1. The Board may from time to time appoint any committee and may delegate any of its powers and duties to any such committee or to any person with the exception of:
10.1.1. Setting the strategic intent of the trust
10.2. The committee or person may without confirmation by the Board exercise or perform the delegated powers or duties in the same way and with the same effect as the Board could itself have done.
10.3. Any committee or person to whom the Board has delegated powers or duties will be bound by the terms of the Trust and any terms or conditions of the delegation set by the Board.
10.4. The Board will be able to revoke such delegation at will, and no such delegation will prevent the exercise of any power or the performance of any duty by the Board.
10.5. It will not be necessary for any person who is appointed to be a member of any such committee, or to whom such delegation is made, to be a Trustee.
11. FINANCIAL ARRANGEMENTS / PŪTEA
11.1. The financial year of the Trust will be from 1st April to 31th March.
11.2. The Treasurer will ensure that true and fair accounts are kept of all money received and expended by the Trust.
11.3. The Board may arrange for the accounts of the Trust for that financial year to be audited by an accountant appointed for that purpose.
12. COMMON SEAL / TE TOHE TAKETAKE
12.1. The Common Seal of the Board, following its incorporation, will be kept in the custody and control of the Secretary, or such other officer appointed by the Board.
12.2. When required, the Common Seal will be affixed to any document following a resolution of the Board and will be signed by the Chairperson (or a trustee acting as the Chair) and one other trustee appointed by the Board.
13. MEDIATION & ARBITRATION / TAKAWAENGA
13.1. Any dispute arising out of or relating to this deed will be referred to mediation, a binding dispute resolution process in which an independent mediator facilitates negotiation between parties. Mediation can be initiated by either party writing to the other party and identifying the dispute which is being suggested for mediation. The other party will either agree to proceed with mediation or agree to attend a preliminary meeting with the mediator to discuss whether mediation would be helpful in the circumstances. The parties will agree on a suitable person to act as mediator or will ask the Arbitrators’ and Mediators’ Institute of New Zealand Inc. to appoint a mediator. The mediation will be in accordance with the Mediation Protocol of the Arbitrators’ and Mediators’ institute of New Zealand Inc.
13.2. The mediation shall be terminated by-
13.2.1. The signing of a settlement agreement by the parties; or
13.2.2. Notice to the parties by the mediator, after consultation with the parties, to the effect that further efforts at mediation are no longer justified; or
13.2.3. Notice by one or more of the parties to the mediation to the effect that further efforts at mediation are no longer justified; or
13.2.4. The expiry of sixty (60) working days from the mediator’s appointment, unless the parties expressly consent to an extension of this period.
13.3. If the mediation should be terminated as provided in 14.2.2, 14.2.3 or 14.2.4 any dispute or difference arising out of or in connection with this deed, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in New Zealand in accordance with New Zealand law and the current Arbitration Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc. The arbitration shall be by one arbitrator to be agreed upon by the parties and if they should fail to agree within twenty-one (21) days, then to be appointed by the President of the Arbitrators’ and Mediators’ Institute of New Zealand Inc.
14. TRUSTEE LIABILITY / TAUNAHA
It is declared that:
14.1. The Trustees are chargeable respectively only in respect of the money and securities they actually receive, or which, but for their own acts, omissions, neglects, or defaults they would have received, notwithstanding their signing any receipt for the sake of conformity; and
14.2. They are each answerable and responsible respectively only for their own acts, receipts, omissions, neglects and defaults and not for those of each other, or of any banker, broker, auctioneers, or other person with whom, or into whose hands, any Trust money or security is properly deposited or has come;
14.3. No Trustees shall be liable personally for the maintenance, repair, or insurance of any charges on such property;
14.4. No Trustees hereof shall be liable for any loss arising from any cause whatsoever including a breach of the duties imposed by Section 13B and/or Section 13C Trustees Act 1956 (as enacted by the Trustee Amendment Act 1988) (or any statutory replacement or equivalent) unless such loss is attributable:
14.4.1. To his or her own dishonesty; or
14.4.2. To the wilful commission by him or her of an act known by him/her to be a breach of Trust. And pursuant to Section 13D of the Trustees Act 1956 it is intended by this clause that the duties imposed by Section 13B and 13C of the Trustees Act 1956 shall not apply to any Trustee hereof.
14.5. No Trustees shall be bound to take any proceedings against a co-Trustee for any breach or alleged breach of Trust committed by that co-Trustee.
14.6. Notwithstanding the procedure or otherwise of retaining assets in the Trust Fund no Trustee shall be liable for any loss suffered by the Trust Fund by reason of the Trustees retaining any asset forming part of the Trust Fund.
14.7. The Trustees shall from time to time and at all times be indemnified by and out of the Trust property from and against all costs, charges, losses, damages, and expenses sustained or incurred by them or in or about the execution and discharge of their office or in or about any claim, demand, action, proceeding or defence at law or in equity in which they may be joined as a party.
15. DISPOSITION OF SURPLUS ASSETS / TE TUKU TOENGA RAWA
On the winding up of the Trust, or on its dissolution by the Registrar, all surplus assets, after the payment of costs, debts and liabilities will be given to other charitable organisation/s within New Zealand as the Board will decide. If the Trust is unable to make such a decision, the surplus assets will be disposed of in accordance with the directions of the High Court pursuant to section 27 of the Charitable Trusts Act 1957 or subsequent enactment.
16. ALTERATION OF THIS DEED / WHAKAREREKĒTANGA TURE
16.1. The Trustees may by consensus or pursuant to a motion decided by a majority of votes, by supplemental deed make alterations or additions to the terms and provisions of this deed provided that no such alteration or addition will detract from the exclusively charitable nature of the trust or result in the distribution of its assets on winding up or dissolution for any purpose that is not exclusively charitable.
16.2. Any alteration or addition must be recorded in writing either in a supplemental deed or a trustees’ resolution signed by all trustees.