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1

CHATHAM ISLANDS ENTERPRISE TRUST

CHARITABLE TRUST DEED

THIS DEED is *made on the day of Tt9~@"'

BETWEEN

A N D

THE MINISTER OF INTERNAL AFFAIRS acting for and

on behalf of the Government of New Zealand

(l1 the SettlorV1)

:a1 HEUGHAN BASSETT RENNIE of Wellington,

Barrister, WILLIAM JAMES SEWELL of Wellington,

Retired Public Servant, PATRICX FRANCIS SMITH

of Chatham Islands, Farmer, ALFRED PREECE of

Chatham Islands, Farmer and ROBERT WILLIAM

STANNARD of Wellington, Chartered Accountant

("the Trustees1I )

CONTENTS

RECITALS

A. Settlement

B. Further payment

C. ~ecognition Fishing

D. Trustees acceptance

E. Incorporation

F. Wharf Facilities

G. Charitable Trust

OPERATIVE PART

1.1 Trust Fund Established

1.2 Transfer of assets to companies

2. Name Resistered Office and Secretarv

Obi ects

(a) Promotion Economic Development

(b) Promotion Services

Promotion Industry

Promotion and Oversight of Transport services

(e) Promotion Fishing

(f) Promotion Farming

(4) Promotion Investment

(h) Other Charitable Purposes Purposes limited to charity

priorities

Powers

Staff

Rules

publicity

Form companies etc

Contracts

Investment

Lending

Guarantee

Building

Acquisition property

Borrowing

Acquisition undertakings

Joint ventures

Arrangements with Government

Banking etc

Sale and Management

Obtaining orders

Raise funds

Fishing quota

Develop land

Incorporation expenses

Reimburse expenses

Delegation

Agencies

General

Benefits Restricted

Windina Up

Constitution of the Board of Trustees Board

Term

Termination appointment

(i> Expulsion ( ii) Resignation

(iii) Default

(iv) Death

(V Bankruptcy

(vi) Conviction (vii) Disability

(viii) Absentee

(ix) Removal Appointment of Trustees

Initial appointees

Election

Poll

Expiry term

Casual vacancies

Chairperson

Appointment

Election

Term

Resignation

Proceedings of Trustees

Meetings

Quorum

Voting

Summons meeting

Conflict of interest

Vacancies

Signed resolutions

Telephone meeting

Annual Report

Funds and Property

Bank accounts

Accounts

Audit

Publication

Trustees not to profit

Trustees1 expenses

Annual Public Meetinq

Meeting

Notice

Accompanying report and accounts

Function of meeting '.

Common Seal

Remuneration of Trustees

Powers in Relation to Companies

Professional Trustees

Investments Subject to Liability

Exoneration of Trustees

Investment Duties

Position of Crown

Alteration of Deed

RECITALS

A. The Government of New Zealand has resolved to establish

a trust for Charitable purposes to be called the

Chatham Islands Enterprise Trust and to pay to the

Trust the sum of four million dollars and to transfer

to Companies owned by the Trust certain Crown assets

and undertakings relating to the meat works,

electricity supply and airport in the Chatham Islands.

B. The Government may make a further payment of Four

Million Dollars to the Trust as an addition to the

corpus of the Trust Fund on 1 December 1992 subject to

the Trust demonstrating to the satisfaction of the

Settlor that it is managing its resources competently

and that its businesses are operating on a sound basis.

The Government may hereafter make an addition to the

corpus of the Trust Fund in recognition of the interest

of the inhabitants of the Chatham Islands in fishing.

The Trustees intend to apply for incorporation as a E.

Board under Part I1 of the Charitable Trusts Act 1957.

D. The Trustees have agreed to act as Trustees of the

Trust.

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F. The Chatham Islands County Council has resolved to

transfer to a company owned by the Trust wharf

facilities at Waitangi and Flower Pot on Pitt Island in

the Chatham Islands.

G. The Trust is a charitable trust for the benefit of the

Community of the present and future inhabitants of the

Chatham Islands upon the terms more particularly set

forth hereunder.

OPERATIVE PART

The Trust Fund 1.1

The Settlor directs and the Trustees hereby acknowledge

that the Trustees will stand possessed of the said sum

of four million dollars and the shares in the said

companies together with all other monies or property

paid to or transferred to the Trustees for the purposes

of this trust together with any accumulations of income

and all money, investments and property representing

the same (in this deed called "the Trust Fund") upon

the trusts and for the objects set out below.

Transfer of Assets to Companies 1.2

1.21 The Trustees shall procure the transfer, lease or

licence of Crown assets, facilities and rights relating

to the meatworks, electricity system and airport

facilities on the Chatham Islands to companies owned by

the Trust on terms and conditions more particularly

defined in the respective.agreements for sale and

purchase.

1.22 The Trustees shall procure the sale, transfer, lease or

licence to a company owned by the Trust of assets,

facilities and rights at present owned, administered or

enjoyed by the Chatham Island County Council relating

to the wharf and facilities at Waitangi and at Flower

Pot in the Chatham Islands, which assets and facilities

the Council has agreed to transfer to the company at

nominal consideration. ' -

The Trustees shall ensure that the relevant companies

accept such obligations relating to such enterprises as

shall be agreed between the Crown and the Trust on

behalf of the company concerned, including, in the case

of the company acquiring the meatworks, the contractual

obligations of the employer in relation to the

meatworks manager and shall procure such company to

indemnify the Crown in respect of its obligations under

such employment contract.

1.24 The said Companies shall be limLted liability

companies. The Trust shall subscribe or acquire all

shares in the companies. All such shares held by the

Trust shall be fully paid up. The Trust shall have

power to sell shares in the companies.

1.25 The Trust shall ensure that the opening balances of the

companies reflect the true and fair value of the assets

transferred as determined by the directors of the

companies.

2 Name Reqistered Office and Secretarv

The name of the Trust shall be the Chatham Islands

Enterprise Trust ("the Trust1') . The Trustees shall

forthwith seek incorporation under the Charitable

Trusts Act 1957. The registered office shall be

determined by the Trustees from time to time by

resolution and notified to the Registrar of

Incorporated Societies at Wellington. The Trustees

shall as soon as practicable appoint a Secretary who

need not be a Trustee.

3 Obi ects

3 , l The objects of the rust shall be:

(a) To promote the economic development and wellbeing of the Chatham Islands in the

interests of the community of the present and

future inhabitants of the Chatham Islands.

(b) To promote the provision of services in the interests of the community of the present and

future inhabitants of the Chatham Islands.

(C) To promote the development of industry in the Chatham Islands for and in the interests of the

community of the present and future inhabitants

of the Chatham Islands.

(d) To encourage and oversee the provision of transport services and facilities to and from

the Chatham Islands in the interests of the

community of the present and future inhabitants

of the Chatham Islands.

(e) To promote fishing and the fishing industry in the Chatham Islands in the interests of the

community of the present and future inhabitants

of the Chatham Islands.

(f) To promote fanning and the farming industry in

the Chatham Islands in the interests of the

community of the present and future inhabitants

of the Chatham Islands.

(4 To hold, manage and administer investments

forming part of the Trust'Fund for the benefit

of the community of the present and future

inhabitants of the Chatham Islands.

(h) Such other charitable purposes for the benefit

of the community of the present and future

inhabitants of the Chatham Islands as the

Trustees consider desirable in the furtherance

of the general objects of the Trust.

3.2 The objects or purposes of this Trust are or shall be

charitable and shall be deemed not to include or extend

to any matter or thing which is or shall be held or

determined to be non-charitable, and powers and

purposes of the Trustees and Trust shall be restricted

accordingly and limited to New Zealand, but this shall

not prevent the Trustees from entering into business

transactions outside New Zealand for the benefit of

Trust objects in New Zealand.

3.3 The Trustees shall manage and apply the capital and the

income of the Trust Fund with due regard to the

relative priorities of projects and their relative

importance for the benefit of the community of the

present and future inhabitants of the Chatham Islands

as determined by the Trustees and the funds available.

4 Powers

In furthering the objects of the Trust the Trustees,

and after incorporation the Trust Board, shall have all

the powers of a natural person acting as beneficial

owner of the Trust Fund including but without

limitation the following powers subject however to the

provisions of clause 5 of this Deed and to such ,

specific restrictions and limitation as are expressly

set forth in this Deed.

4.1 To engage or retain officers and staff and appoint

consultants and advisers on such terms as the Trustees

shall from time to time consider proper.

4.2 To prescribe and alter Rules (and by-laws for the

operation of such Rules) for the administration of the

Trust and the meetings of the Trustees and otherwise as

the Trustees think fit PROVIDED THAT no amendment of

these rules shall be made which would affect the

charitable nature of the Trust or its general objective

of benefitting the community of the present and future

inhabitants of the Chatham Islands.

4.3 To adopt such means of making known the activities and

objects of the Trust by newsletters, displays,

exhibitions, and publicity as may seem expedient, and

in particular by advertising in the press, by

circulars, by publication of books, periodicals and

pamphlets, television or radio broadcast, or any other

form of literature or media publicity or materials for

the promotion of the objects and activities of the

Trust.

4.4 To form companies partnerships and incorporated bodies,

to appoint and remove directors and to exercise all

rights as shareholders or owners of such assets in the

interest of the Trust Fund.

4.5 To enter into contracts, covenants and agreements of

all kinds.

4.6 To. invest any part of the Trust Fund in any investment

approved by the Trustees with power to have such

investments held in the name of a nominee on behalf of

the Trust.

4.7 To lend money whether capital or income to any person

or body on such terms with or without security and with

or without interest in all respects as the Trustees

consider to be in the interests of the Trust.

4 . 8 To guarantee the performance of any contract or

obligation which the Trustees shall consider to be in

furtherance of the objects of the Trust.

4.9 To construct, maintain and alter any buildings or works

necessary or convenient for the purposes of the Trust.

4.10 Generally to purchase, acquire, receive, take on lease,

or in exchange, hire or otherwise acquire and manage,

any real and personal property and any rights or

privileges which the Trust may think necessary or

convenient for the purposes of its business, and in

particular but without limiting the foregoing; any

land, buildings, easements, machinery, plant, stock in

trade, vehicles, aircraft or vessels of any

description.

4.11 To borrow from time to time at their discretion for the

purpose of the Trust from any person, company, or body

corporate or unincorporate, any sum of money, with or

without security, and to secure such borrowing on the

security of any of the Trust property (real or

personal) assets and effects both present and future

either under legal mortgages, or charges with powers of

sale and other usual-powers or by any other securities

of the Trustees, generally on such terms and conditions

as to rate of interest or otherwise as the Trustees

think fit and the Trustees may borrow moneys from the

Trusteest bankers on overdraft or otherwise with or

without security.

4.12 To acquire and undertake the whole or any part of the

business, property, assets and liabilities of any

persons, company or body corporate or unincorporate

carrying on any business or activity which the Trust is

authorised to carry on or which can conveniently be

carried on in connection with the objects of the Trust;

4.13 To enter into any partnership, union of interest, co-

operation, joint venture or reciprocal concession with

any person, company or body corporate, carrying on or

engaged in, or about to carry on or engage in, any

business or transaction which the Trust is authorised

to carry on or engage in, or any business or

transaction capable of, or being conducted so as to

benefit the Trust directly, or indirectly;

4.14 To enter into any arrangement with any Government or

other authority, supreme, local or otherwise that may

seem conducive to the Trust objects or any of them, and

to obtain from any such Government or other authority

any rights, privileges or concessions which the Trust

may think it is desirable to obtain, and to carry out,

exercise and comply with any such arrangements,

privileges, rights and concessions and any conditions

relating thereto.

4.15 To draw, make, accept, endorse, discount, execute and

issue promissory notes, bills of exchange, bills of

lading, warrants, debentures, and other negotiable or

transferable instruments;

4.16 To sell, improve, manage, develop, exchange, lease,

mortgage, enfranchise, dispose of, turn to account or

otherwise deal with all or any part of the property

undertaking and rights of the Trust.

4.17 To apply for,and obtain any Court Order, Regulation,

Order in Council or Act of Parliament enabling the

Trust to carry any of its objects into effect or for

effecting any modification of the Trust constitution or

for any other purpose which may seem expedient; and to

oppose any proceedings or applications which may seem

calculated directly or indirectly to prejudice the

interests of the Trust.

4.18 To raise funds and receive grants to further the

purposes of the Trust.

4.19 To acquire, purchase, lease, sell, turn to account,

manage and utilize fishing quota and other rights in

relation to fishing.

4.20 To develop and turn to account any land or structures

acquired by the Trust or in which the Trust is

interested, and in particular by laying out and

preparing the same for building purposes, constructing,

altering, pulling down, decorating, maintaining,

fitting up and improving buildings, and by planting,

paving, draining, farming, cultivating and letting on

building lease or building agreement, and by advancing

money to, and entering into contracts and arrangements

of all kinds with builders and others.

4.21 To pay all or any of the expenses incurred in, and in

connection with the incorporation and establishment of

the Trust.

4.22 To repay and reimburse the Trustees, or the members of

any Committee of the Trust for all travelling and out

of pocket expense incurred by them in their

administration of the Trust.

4.23 To' appoint advisory trustees, managers, agents and

attorneys in New Zealand or any part of the world for

all or any of the purposes of the Trust, and to

remunerate such managers, agents and attorneys by

salary or commission, or partly by one mode and partly

by the other mode.

4.24 To do all or any of the above as principals, agents,

contractors, trustees or otherwise, and by or through

agents, trustees or otherwise, and either alone or in

conjunction with others.

4.25 To do all such things as in the opinion of the Trustees

may be incidental or conducive to the attainment of any

of the foregoing objects or the exercise of any of the

foregoing powers.

5 Benefits Restricted

Subject to the provisions of clause 14 no benefit or

any income of any kind shall be afforded to, or

received, gained, achieved or derived by any of the

persons specified in paragraphs (a) to (d) of the

second proviso to section 61(27) of the Income Tax Act

1976, or any enactment in amendment thereof or in

substitution therefor, where that person is able, by

virtue of that capacity as such person specified

therein, in any way (whether directly or indirectly) to

determine, or to materially influence in any way the

determination of, the nature or the amount of that

benefit or advantage or that income or the

circumstances in which it is or is to be so received,

gained, achieved, afforded, or derived, except as

specifically exempted by that section.

6 Windinq Up

Subject to the provisions of Section 27 of the

Charitable Trusts Act 1957 upon winding up or

dissolution of the Trust all surplus assets after the

payment of all costs, debts and liabilities shall be

paid or disposed of to or for the benefit of such

charitable organisation or such charitable purposes

within the Chatham Islands as the Trustees with the

consent of the Settlor may determine prior to winding

UP

7 Constitution of the Board of Trustees

7.1 The Trustees shall constitute a Board of Trustees ("the

Board1') which shall consist of five Trustees who shall

be persons normally resident in New Zealand.

A Trustee shall hold office for a term not exceeding

three years from the date of appointment or election

and shall thereafter be eligible for election or re-

election for a further term or terms PROVIDED THAT no

Trustee shall serve for more than 3 consecutive terms.

The office of Trustee shall become vacant if:

all of the other Trustees at a general meeting

of the Board vote that an elected trustee be

removed from office. At least two weeks 'prior

to the convening of such a meeting notice shall

be given of the proposed removal to the Trustee

concerned together with a summary of the

reasons or allegations for the proposed removal

and the Trustee concerned shall be invited to

make his or her reply thereto at the general

meeting so convened.

( ii) he or she resigns office.

(iii) he or she fails to attend three consecutive

meetings of the Board without obtaining leave

of absence from the Board.

(iv) he or she di-es.

(V) he or she is adjudged bankrupt.

(vi) he or she is convicted of an offence punishable

by imprisonment for a term of 2 years or more,

or is convicted of any offence punishable by

imprisonment for a term of less than 2 years

and is sentenced to imprisonment for that

offence and any period for appeal against such

sentence has expired.

(vii) he or she becomes a mentally disordered person

within the meaning of the Mental Health Act

1969 or becomes the subject of a personal order

or a property order made under the Protection

of Personal and Property Rights Act 1988 or

legislation to similar effect.

(viii) he or she ceases to be a person normally

resident in New Zealand.

(ix> in the case of a member.appointed by the Settlor, if such member is removed by the

Settlor .

Appointment of Trustees

8.1 The Trustees named in this Deed shall be the Trustees

of the Trust from the date upon which they are

appointed. Of the original Trustees WILLIAM JAMES

SEWELL and ALFRED PREECE shall hold office until the

1st day of December 1993 and the said HEUGHAN BASSETT

RENNIE, PATRICK FRANCIS SMITH and ROBERT WILLIAM

STANNARD shall hold office until the 1st day of

December 1994. Thereafter each Trustee shall hold

office for a term of three years. Trustees shall be

eligible for election or re-election for a further term

or terms but no Trustee shall hold office for more than

3 consecutive terms including his or her initial term.

Appointments may be made by the Settlor for periods

expiring before the dates nominated above in which case

replacement appointments will be made by the settlor to

operate for the balance of such terms.

8.2 In the month of November 1993 and in the month of

November 1994 elections shall be held to elect new

Trustees to replace the Trustees whose appointments

expire on the immediately following 1st day of

December.

8.3 The Returning Officer of the Chatham Islands County

Council shall conduct an election of Trustees in the

month of November in each year in which Trustees

retire. Such election shall be conducted in accordance

with the provisions of the Local Elections and Polls

Act 1976 and the provisions of that Act shall apply so

far as they are applicable to such election as if the

Trust was a local authority whose election was being

conducted by the Chatham Islands County Council.

Elections shall be by postal ballot conducted among all

persons who at the time of closing of rolls for such

election are on the Residential Electoral Roll for the

Chatham Islands County council complied pursuant to the

Local Elections and Polls Act 1976. The reasonable

costs of such election shall be paid from the Trust

Fund. The procedure for election of Trustees may be

varied by Resolution of the Trustees with the consent

of the Settlor.

8.4 Unless they sooner vacate their office Trustees shall

continue in office until their successors are declared

to be elected notwithstanding that their term of office

may have expired.

8.5 Should the office of a Trustee who was appointed by the

Settlor become vacant before expiry of the term

nominated in clause 8.1 a new trustee shall be

appointed by the Settlor to serve for the balance of

such term. In any other case of a vacancy occurring on

the Board an election shall be held to elect a

replacement trustee in the same manner as an ordinary

election of trustees, provided that when a period of

less than 6 months is to elapse before the next regular

election of Trustees is due to occur the election of

'* -' t h e replacement Trus tee may be d e f e r r e d t o co inc ide

with t h e e l e c t i o n of ~ r u s t e e s t o r e p l a c e t h o s e who

r e t i r e . Any Trus tee s o e l e c t e d t o f i l l 'a c a s u a l

vacancy s h a l l r e t i r e a t t h e d a t e on which t h e term of G o f f i c e of t h e Trus tee whom he o r s h e is r e p l a c i n g would

have expi red i n t h e o rd ina ry course , and s h a l l be

e l i g i b l e f o r r e -e lec t ion .

9 Chairperson

9 . 1 The S e t t l o r s h a l l appoin t an i n i t i a l Chairperson t o

hold o f f i c e during h i s o r h e r term a s appointed

Trus tee . The S e t t l o r s h a l l f i l l any vacancy i n t h e

o f f i c e of Chairperson occur r ing b e f o r e 1 December 1 9 9 4 . 4 '

Therea f t e r a t t h e f i r s t meeting of t h e T r u s t a f t e r

every e l e c t i o n of Trus tees t h e Board s h a l l e l e c t one of - -

its members t o be t h e chai rperson of t h e Board.

- - 9.2 During t h e e l e c t i o n of a Chairperson a t any meeting of

t h e Board t h e Sec re ta ry of t h e T r u s t s h a l l p r e s i d e . I n - - any c a s e of an e q u a l i t y of v o t e s a t any e l e c t i o n of a

Chairperson t h e person so p r e s i d i n g s h a l l determine t h e

e l e c t i o n by l o t i n such manner a s t h e Board d i r e c t s .

An e l e c t e d Chairperson s h a l l come i n t o o f f i c e on

e l e c t i o n a s Chairperson and s h a l l u n l e s s he o r she

sooner v a c a t e s o f f i c e hold o f f i c e u n t i l t h e e l e c t i o n of

a successor but may from t i m e t o t i m e be re-e lec ted .

The chai rperson may r e s i g n o f f i c e by w r i t i n g under his

o r h e r hand de l ive red t o t h e Sec re ta ry of t h e Trus t and

i n such c a s e o r i n t h e c a s e of an e l e c t e d Chairperson

ceas ing from any cause t o be a member of t h e Trus t his

o r h e r o f f i c e s h a l l become vacant and t h e Sec re ta ry

s h a l l fo r thwi th convene a meeting of t h e Board f o r t h e

e l e c t i o n of another Chairperson.

10 Proceedings of Trus tees

l

10.1 Subject to this Deed the Board shall meet and regulate

meetings of the Board as the Trustees think fit

PROVIDED THAT the Board shall hold a minimum of three

meetings in each year.

10.2 The quorum for a meeting of the Board shall be three

Trustees.

10.3 Questions arising at any meeting shall be decided by a

majority, except that if there shall be a tied vote the

Chairperson shall have a casting vote in addition to a

deliberative vote.

10.4 The Chairperson or any two (2) Trustees may at any time

summon a meeting of the Board. It shall not be

necessary to give notice of a meeting to Trustees

absent from New Zealand. Seven (7) days notice shall

be given of any meeting unless this period shall be

waived by all Trustees.

10.5 No Trustee shall vote on any matter in which he or she

has an interest and any such interest shall be declared

to the Board at the first opportunity. A Trustee shall

not be deemed to be interested in a matter merely

because he or she is resident in the Chatham Islands or

is a ratepayer there, nor shall a Trustee be deemed to

be interested in a matter because he or she is a member

of, the Chatham Islands County Council unless the matter

could involve a conflict of interest between the Trust

and the -Council.. Any Trustee may take part in the

discussion of a matter in which he or she is interested

provided such interest has first been declared to the

Board. A Trustee who is interested may be counted for

the purpose of establishing a quorum and may affix or

attest the affixing of the common seal of the Board to

the same extent as if he or she was not so interested.

If all Trustees are affected by interest in a matter,

as may occur in matters affecting Trustees generally,

19

trustees1 remuneration, and elections, all Trustees may

vote notwithstanding such interest.

10.6 The continuing Trustees may act notwithstanding any

vacancy but if their number is reduced below the quorum

of Trustees, the continuing Trustee or Trustees may act

only to increase the number of Trustees.

10.7 A resolution in writing signed by all 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 Trustees.

10.8 The contemporaneous linking by telephone of a number of

.Trustees constituting a quorum shall be able to

constitute a meeting of the Board so long as:-

all the Trustees then in New Zealand have

received notice of the meeting which may be

given by telephone;

( ii) each Trustee taking part can hear the others at

the commencement of the meeting and so

acknowledges.

10.9 Annual Report

he Trustees shall ensure that a report of the work activities and achievements of the Trust is each year

given appropriate publicity by publication in a

newspaper or magazine or otherwise as shall from time

to time be decided by the Trustees. Such annual report

shall be accompanied by the accounts referred to in

clause 11.3 and by the Notice of Meeting referred to in

clause 12.2.

11 Funds and Property

11.1 All money received shall be paid to the credit of the

Trust at such Bank or Banks as the Board appoints and

cheques shall be signed by two Trustees or by one

Trustee and one other person appointed by the Board, or

by such authorised signatories as the Trustees shall

resolve.

Proper accounts shall be kept of all affairs and

transactions of the Trust and such accounts shall be

open to the inspection of any Trustee. The Trust

shall adopt financial systems and reporting and record

keeping procedures that are consistent with generally

accepted accounting practices recognised by the New

Zealand accounting profession as appropriate and

relevant for the reporting of financial information in

the public sector. The financiBl year of the Trust

shall end on 30th June in each year. Audited annual

accounts shall be available for public inspection

thereafter within two months of balance date.

11.3 The accounts of the operations of the Trust shall be

audited by the Controller and Auditor-General. A copy

of the audited accounts shall be sent to the Settlor.

The Trust shall ensure that the accounts of any company

in which the Trust is a principal shareholder are

audited and shall not join in, vote, pass or subscribe

in any resolution of shareholders of any such company

that no auditor of its accounts be appointed.

11.4 A copy of the yearly balance sheet, profit and loss

accounts and statements of the Trust and of the

companies in which the Trust is the major shareholder

shall when duly audited be published by newspaper

circulating in the chatham Islands and shall be

publicly displayed in a prominent place in the Chatham

Islands. A copy of these statements as published shall

be supplied by the Secretary of the Trust on request to

any person subject to payment of any reasonable costs

which the Trust may require.

11.5 No part of the income or property of the Trust shall be

paid directly or indirectly to any Trustee, but this

lshall not preclude the payment in good faith of

remuneration to any member, officer or servant of the

Trust in return for any services actually rendered to

the Trust in connection with the Trust, subject however

to the provisions of clause 14 relating to remuneration

of Trustees.

11.6 The Trustees shall be entitled to travel allowances and

out of pocket expenses and be entitled to be

indemnified against all losses and expenses incurred in

relation to their duties as Trustees.

12 Annual Public Meetinq

12.1 The Trust shall cause to be called an Annual Public

Meeting to be held on the Chatham Islands to report on

its affairs, accounts and management in the month of

September in each year during its operation.

12.2 Noti-ce calling such public meeting shall be publicly

notified so as to ensure full and adequate notice is

given to the inhabitants of the Chatham Islands.

12.3 Accompanying such notice shall be the Annual Report of

the Trust and copy of the annual accounts and balance

sheet of the Trust and of companies in which the trust

is the principal shareholder duly audited. A copy of

such notice, annual report, accounts and balance sheet

shall be sent at the same time to the Settlor.

12.4 The function of the annual public meeting of the Trust

shall be for the Trustees to report on the year's

activities and to receive suggestion and comments from

the persons present. The annual public meeting may

make recommendations to'the Board but shall have no

power to bind the Board to any course of action.

Common Seal

The Board shall have a Common Seal, which shall not be

affixed to any document except by authority of the

Board and shall be countersigned by two Trustees.

14 Remuneration of Trustees

The Trustees shall be remunerated for their services

from the Trust Fund. In the case of Trustees appointed

by the Settlor their remuneration shall be fixed by the

Trustees but shall not exceed the amounts approved by

the Settlor. Remuneration shall be paid to elected

Trustees at such rate as the Trustees shall determine

but in the case of an elected Chairperson shall not

exceed the maximum remuneration (in the form of annual

salary and meeting allowances) that at such time could

be paid to the Chairperson of a Territorial Authority

having a population not exceeding 20,000 persons

pursuant to the determination of the Minister of Local

Government for the time being in force pursuant to

Section lOlZZF of the Local Government Act 1974 and in

the case of each elected Trustee other than the

Chairperson shall not exceed one half of the respective

sums which could be paid to the Chairperson of a

Territorial Authority having a population not exceeding

20,000 persons pursuant to such determination for the

time in force. Such remuneration shall in no case

exceed a reasonable reward for the services performed.

15 Powers in Relation to Companies

Any Trustee hereof may act as director, officer or

employee of any company the shares or debentures of

which form part of the Trust Fund or as director,

officer or employee of any subsidiary company of any

such company and may retain for himself or herself any

remuneration which he or she may receive as any such

director, officer or employee any rule of law or equity

to the contrary notwithstanding.

16 Professional Trustees

Any Trustee for the time being hereof being a

solicitor, accountant or other person engaged in any

profession, business or trade shall be entitled to be

paid all usual professional business and trade charges

for business transacted time expended and all acts done

by him or any employee or partner of his or hers on

instructions from the Trust, otherwise than as Trustee.

17 Investments Subi ect to Liabilitv

The Trustees are expressly authorised to exercise the

powers of investment herein conferred upon them

notwithstanding that the Trust Fund may be subject to

any liability or liabilities and the Trustees shall not

be liable for any loss occurring on the realisation of

such investments.

18 Exoneration of Trustees

No Trustee shall be liable for any loss not

attributable to his or her dishonesty or to the wilful

commission by such Trustee of any act known to the

Trustee to be a breach of trust and in particular no

Trustee shall be bound to take any proceedings against

a CO-trustee or former Trustee for any breach or

alleged breach of trust committed by such CO-Trustee or

former Trustee.

19 Investment Duties

Notwithstanding the provisions of section 13C of the

Trustee Act 1956 and the likelihood that the Trustees

will from time to time include persons whose profession

employment or business is or includes acting as a

trustee or investing money on behalf of others it is

hereby declared that the care diligence and skill to be

2 4

exercised by the Trustee in exercising any power of

investment shall not be that required of such persons by the

said section 13C but shall at all times be the care diligence

and skill that a person of business would exercise in the

management of the affairs of others.The investment policy of

the Trust shall have regard to the purposes for which the

Trust was incorporated and the assets and enterprises which

shall have been transferred to the companies owned by the

Trust and to the general objective of promoting services for

the benefit. of the present and future inhabitants of the

Chatham Islands

20. Position of Crown

It is declared and acknowledged that the Crown is in no way

legally or financially liable for the activities of the Trust I

and of companies in which the Trust is a shareholder and no

guarantee by the Crown or any Crown Agency is to be implied

or inferred.

Alteration of Deed

This Deed may be amended from time to time by deed executed

by the Trustees with the consent of the Settlor provided that

no amendment of these rules shall be made which would affect

the charitable nature of the Trust or its general objective

of benefitting the community of the present and future

inhabitants of the Chatham Islands.

IN WITNESS W E R E O F these presents have been executed on the day and

year first hereinbefore written.

SIGNED by the MINISTER ) OF INTERNAL AFFAIRS as Settlor in the presence of:

SIGNED by t h e s a i d 1 HEUGHAN BASSETT RENNIE ) i n the presence o f : 1

WILLIAM JAMES SEWELL ) i n t h e presence of: 1

1 PATRICX FRANCIS SMITH ) i n t h e presence of: 1

ALFRED PREECE i n the presence of:

1 1

SIGNED b< t h e s a i d 1 ROBERT WILLIAM STANNARD) i n t h e presence o f : 1

DATED 1393

BETWEEN

A N D

A N D

THE MINISTER OF INTZRXAL A F F A I R S

H . B . RENNIX, W.J. SEWELL, P.F. SMITH, A. PREECE S( R.W, STANNLU?D

n -a ~ d A T 3 A N ISLANDS ENTERPRISE TRUST

9EED OF VARIATION OF CHF-RITABLE TRUST DEED

Y-ACALISTER 3LqZENGARB PERRY ZASTLZ SOLICITORS ?, WELLINGTGN

1' .Y ,' l E'; &, 4

L . . CHATHAM ISLANDS ENTERPRISE TRUST

DEED O F VARIATION OF CHARITABLE TRUST DEED

TXIS Oeed is made on the

BETWEEN

A N D

day of

THE MINISTER OF INTERNAL AFFAIRS acting for and on

behalf of the Government of New Zealand ("the

SettlorM)

HEUGHAN BASSETT RENNIE of Wellington, Barrister,

WILLIAM JAMES SEWELL of Wellington, Retirsd Public

Servant, PATRICX FRANCIS SMITH of Chatham Islands,

Farmer,'ALFRED PKEECE of Chatham Islands, Farmer and

ROBERT WILLIAM STANNARD of Wellington, Chartered

Accountant ("The Trusteesn)

CHATHAM ISLANDS ENTERPRISE TRUST a charitable trust

board duly incorporated under the provisions of the

Charitable Trust Act i957 and having its registered

office at Chatha~nIslands '3 . WHEREAS by certain Deed of Trust bearing date the 1st of December

1991 and made between the Settlor and the Trustees (the "Trust Deed")

a trust fund was established to be known as the Chatham Islands

Enterprise Trust.

AND WHEREAS the Trustees have been registered as a Board pursuant to

the provisions of the Charitable Trusts Act 1957 at Wellington under

no. WNCT521667.

AND WHEREAS the trustees desire to amend the Trnst geed pursuant to

the provisions of Clause 21 of the trust deed and the settlor has

consented to such amendment.

2

AND WHEREAS the proposed amendment will not affect the charitable

nature of the trust or its general objective of benefiting the

community of present and future inhabitants of the chatham Islands.

NOW THEREFORE this deed witnesseth as follows:

1. THE Trust Deed is hereby amended by adding thereto the

following clause 4.26:

" 4 . 2 6 NOTWITHSTANDING the generality or terms of any other

provision contained in the deed, neither the Trustees nor the

Trust shall sell dispose of or in any way alienate shares

held by the Trust now or hereafter in Chatham Islands

Enterprises as hereinafter defined without first exhausting

the consultation procedure herein set out.

Where the trustees or the trust desire to dispose of

any shares in a Chatham Islands Enterprise they shall

first give notice publicly in the Chatham Islands by

displaying notices in prominent places in the Chatham

Islands and by such other means of public

notification as the Trust shall consider appropriate.

Such notices shall give the residents of the Chatham

Islands and other parties interested an opportunity

to record any objections or proposals in respect of

such proposed alienation or sale within a nominated

period being not less than 21 days after the first

public notification of such proposals in the Chatham

Islands and naming a place and time where such

objections may be filed.

(2) If objections to the proposal are received the Trust shall convene a meeting in the Chatham Islands to

consider such objections and objectors shall be given

an opportunity ta present submissions in support of

;%c L & h.... \

L

3

their objections and to make representations at such

hearing. The trust shall determine the procedure for

such hearing.

Following the hearing of objections the Trust shall

make a decision in relation to the proposed disposal

or alienation of shares. The decision of the Trust

in such a matter shall be final and no right of

appeal shall exist in respect of such objections or

the conduct of such hearing or any decision of the

Trust arising from or following the hearing of such

objections.

( 4 ) IChatham Islands Enterprises' shall mean Chatham Islands related services utilities or businesses

which are owned by a company in which the Trust holds

the majority of the voting capital or which is

otherwise controlled by the Trust.

( 5 ) The foregoing provisions shall not apply in respect of any alienation that is by way of reconstruction or

reorganization of the affairs of the Enterprise and

which does not involve the Trust parting with control

of the Enterprise.

16) The Certificate of the Secretary of the Board that the provisions of this clause 4.26 have been complied

with shall. be final and conclusive to all parties

dealing with the Trust.

2. IN all other

hereby affirmed. , l',?

I ,

respects the provisions of the Deed are

4

IN WITNESS WdEREOF these presents have been executed the day and year

first hereinbefore written

SIGNED by the MINISTER )

OF INTERNAL AFFAIRS as

Settlor in the presence)

of: 1

..--SIGNED by the said 1 ---

..,HEUGHAN BASSETT RENNIE ) ,--.--. - - -2 L-._ ,'-, ...:"

)-b.z-- . - h:,:..;<,.*'--in the presence of: -.--__-=>#-- -.-..d.-

SIGNED by the said

WILLIAM JAMES SEWELL )

in the presence of: l

SIGNED by the said 1 /F.

PATRICK FRANCIS SMITH -in the presence of:

SIGNED by the said 1 ALFRED PREECE in the

presence of:

SIGNED by the said 1 ROBERT WILLIAM 1 STANNARD in the 1 presence of: 1

I:. L: - :..

L - ', g;,

THE COPlMON SEAL of )

the CHATHAM ISLANDS 1 ENTERPRISE TRUST 1 was hereto affixed in )

the presence+ 1

DATED 1995

BETWEEN THE MINISTER OF INTERNAL AFFAIRS

A N D

A N D

H . B . RENNIE, P .F . SMITH, E CHISHOLM, J SUTHERLAND AND D J CLOUGH

- CHATHAM ISLANDS ENTERPRISE TRUST

DEED OF VARIATION OF CHARITABLE TRUST DEED

MACALISTER MAZENGARB PERRY CASTLE SOLICITORS WELLINGTON

CHATHAM ISLANDS ENTERPRISE TRUST

DEED OF VARIATION OF CHARITABLE TRUSTDEED

THIS DEED on the/j'%f,day of 1995

BETWEEN E MINISTER OF INTERNAL AFFAIRS acting for and on behalf of

the Government of New Zealand ("the Settlor")

HEUGHAN BASSETT RENNIE of Wellington, Barrister, PATRICK

FRANCIS SMITH of Chatham Islands, Farmer, EION CHISHOLM of

Chatham Islands, Chartered Accountant and JOHN SUTHERLAND of

Chatham Islands, Farmer, and DIANA JOAN CLOUGH of Ow$nga,

Secretary, ("The Trustees")

CHATHAM ISLANDS ENTERPRISE TRUST a charitable trust board

duly incorporated under the provisions of the Charitable Trust Act 1957 and

having its registered office at Chatham Islands

WHEREAS by certain Deed of Trust bearing date the 1st day of December 1991 and made

between the Settlor and the then trustees (the "Trust Deed") a trust fund was established to be

known as the Chatham Islands Enterprise Trust ("the Trust").

AND WHEREAS the Trust has been registered as a Board pursuant to the provisions of the

Charitable Trusts Act 1957 at Wellington under no. WNCT521667.

AND WHEREAS by a Deed of Variation of Trust dated 28 April 1993 the Trust Deed W

amended by the addition of an additional clause 4.26

AND WHEREAS the Trustees are the present trustees of the Trust, having been so elected on

expiry of the terms of the original Trustees. l-

, -AND WHEREAS the Trustees desire to further amend the Trust Deed pursuant to the provisions

of Clause 21 of the Trust Deed and the Settlor has consented to such amendment.

AND WHEREAS the proposed amendment will not affect the charitable nature of the trust or its

L

general objective of benefiting the community of present and future inhabitants of the Chatham

Islands.

C

NOW THEREFORE this deed witnesseth as follows: r

1. THE Trust Deed is hereby amended by revoking Clause 7.2. and substituting the

following provision in place thereof:

"7.2 SUBJECT to the provisions of clause 8.1 and 8.5 hereof a Trustee shall hold

office for a term not exceeding four years from the date of appointment or election and

shall thereafter be eligible for election or re-election for a further term or terms. l'

2. THE Trust Deed is hereby amended by revoking the last three sentences of Clause 8.1

and substituting the following provision in place thereof:

"THE terms of office of the subsequently elected Trustees shall expire on the following

dates that is to say:

On the 1st day of December 1995 either John Sutherland or Eion Chisl~olrnshall retire

and the other of them shall retire on the 1st day of December 1996.

On the 1st day of December 1997 two of the following three Trustees namely Heughan

Bassett Rennie, Patrick Francis Smith and Diana Joan Clough shall retire, and the

remaining one shall retire on the 1st day of December 1998.

3

The selection of the Trustee who is to retire in 1995 and the selection of the Trustees

who are to retire in 1997 shall be made by agreement among the Trustees affected or

failing agreement shall be decided by lot.

Thereafter each Trustee shall hold office for a term of four years except that Trustees

elected to fill a casual vacancy shall hold office for a period expiring on the date on

which the term of the Trustee who has been replaced would have expired had it run its

full term.

Trustees shall be eligible for election or re-election for a further term or terms.

3. THE Trust Deed is further amended by revoking clause 8.3 and substituting the

following provision:

"8.3 THE Trust shall conduct an election of Trustees in the month of November

in each year in which Trustees retire. Such election shall be conducted in accordance

with the provisions of the Local Elections and Polls Act 1976 and the provisions of that

Act shall apply so far as they are applicable to such election as if the Trust was a local

authority. Elections shall be by postal ballot conducted among all persons who at the

time of closing of rolls for such election are on the Residential Electoral Roll for the

Chatham Islands County Council complied pursuant to the Local Elections and Polls Act

1976. The reasonable costs of such election shall be paid from the Trust Fund.

The procedure for election of Trustees may be varied by Resolution of the Trustees with

the consent of the Settler."

"8.5 In the event of any casual vacancy occurring on the Board a replacement

Trustee shall be elected at the first annual election following the occurrence

of the vacancy.

Any Trustee elected to fill a casual vacancy shall retire at the date on which

the term of office of the Trustee whom he or she is replacing would have

expired in the ordinary course had it run its full term.

A Trustee elected to fill a casual vacancy shall be eligible for re-election.

If at any time there are two or more casual vacancies an election to fill such

vacancies shall be held as soon as practicable without waiting until the date

of the next annual election of Trustees."

5. IN all other respects the provisions of the Deed of Trust as amended by the Deed of

Variation of Trust dated 28th April 1993 are hereby affirmed.

L 6. THE Settlor consents to the foregoing amendments.

IN WITNESS WHEREOF these presents have been executed the day and year first hereinbefore!- appearing.

L SIGNED by the MINISTER OF INTERNAL AFFAIRS as Settlor in the presence of:

SIGNED by the said GfZAN BASSETT R ~ I [ E

infhq presence of:

J SIGNED by the said PATRICK FRANCIS SMITH in thepresence of:

SIGNED by the said EION CHISHOLM in the presenc of:

/ 9

C K a " i W Zf-JOI

SIGNED by the said JOHN SUTIIERLAND in the,&sence oE

I ~ I G T by the said Dim JOAN CLOUGH in the prey4Rce ofi

THE COMMON SEAL of the CHATHAM ISLANDS ENTERPRISE TRUST was hereto affixed in the presences