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CHATHAM ISLANDS ENTERPRISE TRUST

CHARITABLE TRUST DEED

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

BETWEEN THE MINISTER OF INTERNAL AFFAIRS acting for and
on behalf of the Government of New Zealand
(l1 the SettlorV1)

A N D HEUGHAN BASSETT RENNIE of Wellington,

:a1
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. ~ecognitionFishing
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.

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

Trust.

E. The Trustees intend to apply for incorporation as a

Board under Part I1 of the Charitable Trusts Act 1957.
L..::
,
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

1.1 The Trust Fund l

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. l
1.2 Transfer of Assets to Companies l

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-powersor 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 T r u s t e e may b e d e f e r r e d t o c o i n c i d e
w i t h t h e e l e c t i o n of ~ r u s t e e st o r e p l a c e t h o s e who
retire. Any T r u s t e e 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 T r u s t e e whom h e o r s h e is r e p l a c i n g would
have e x p i r e d i n t h e o r d i n a r y c o u r s e , and s h a l l be
e l i g i b l e f o r re-election.

9 Chairperson
9.1 The S e t t l o r s h a l l a p p o i n t an i n i t i a l C h a i r p e r s o n t o
hold o f f i c e during h i s o r h e r term a s appointed
Trustee. 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 o c c u r r i n g b e f o r e 1 December 1 9 9 4 . 4 '

T h e r e a f t e r a t t h e f i r s t meeting of t h e T r u s t after
e v e r y e l e c t i o n of T r u s t e e s t h e Board s h a l l e l e c t one o f - -

i t s members t o be t h e c h a i r p e r s o n of t h e Board.

- -
9.2 During t h e e l e c t i o n of a C h a i r p e r s o n a t any meeting of
t h e Board t h e S e c r e t a r y of t h e T r u s t s h a l l p r e s i d e . In --
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
C h a i r p e r s o n t h e p e r s o n so p r e s i d i n g s h a l l d e t e r m i n e 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 h e o r s h e
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 s u c c e s s o r b u t may from t i m e t o t i m e be r e - e l e c t e d .

The c h a i r p e r s o n 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 d e l i v e r e d t o t h e S e c r e t a r y of t h e T r u s 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
c e a s i n g from any c a u s e t o be a member of t h e T r u s t his
o r h e r o f f i c e s h a l l become v a c a n t and t h e S e c r e t a r y
s h a l l f o r t h w i t h convene a meeting of t h e Board f o r t h e
e l e c t i o n of a n o t h e r C h a i r p e r s o n .

10 Proceedings of T r u s t e e s
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 l

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

.Trusteesconstituting 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

heTrustees 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-cecalling 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
 24
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 p r e s e n c e o f : 1

WILLIAM JAMES SEWELL )

i n t h e p r e s e n c e of: 1

1
PATRICX FRANCIS SMITH )
i n t h e p r e s e n c e of: 1

ALFRED PREECE 1
i n the p r e s e n c e of: 1

SIGNED b< t h e s a i d 1
ROBERT WILLIAM STANNARD)
i n t h e presence of: 1
DATED 1393

BETWEEN THE MINISTER OF

INTZRXAL A F F A I R S

A N D H.B. RENNIX, W.J.

SEWELL, P.F. SMITH,
A. PREECE S( R.W,
S TANNLU?D

n-
A N D a~dAT3AN 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 day of

BETWEEN 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)

A N D 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

WHEREAS by certain Deed of Trust bearing date the 1st of December

3' .

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:
"4.26 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
 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 respects the provisions of the Deed are

hereby affirmed.
, l',?
I ,

&
;%c
h....
L

L
 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 )

)-b.z-
. - - .---2
. -
..,
L-._
-
,-
,-',
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
 THE COPlMON SEAL of )
the CHATHAM ISLANDS 1
ENTERPRISE TRUST 1
I:. was hereto affixed in
the presence+
)
1
L:
- :..

L - ',

g;,
DATED 1995

BETWEEN THE MINISTER O F

INTERNAL AFFAIRS

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

AND - 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 TRUST DEED

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

Islands.

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:

SIGNED by the said J

PATRICK FRANCIS SMITH
in thepresence of:

SIGNED by the said

EION CHISHOLM in the
presenc of:
/ 9
CKa"iW Zf-JOI

SIGNED by the said

JOHN SUTIIERLAND in
the,&sence oE

I ~ I G T by the said
Dim JOAN CLOUGH in the
prey4Rceofi
THE COMMON SEAL of the
CHATHAM ISLANDS
ENTERPRISE TRUST was
hereto affixed in the
presences