Name: BAGGAGE ARTS CHARITABLE TRUST
This deed was made on the 30/11/ 2000
BETWEEN: Mandy Scanlan (trustee), Ann Purton (trustee), Pauline Harper (trustee), Moira Wairama (founding trustee) and Tony Hopkins (founding trustee).
WHEREAS: (A)The parties of this Deed wish to establish a charitable trust(“The Trust”) for the purposes described in clause(3) of this Deed.(B)The parties have agreed to enter into this deed specifying the purposes of the Trust and providing for its control and government.
THE DEED WITNESSES:
1. Name:
1.1 The name of the Trust shall be “Baggage Arts Charitable Trust”.
2. Definitions:
2.1 In this deed, the terms set out below shall have the meanings ascribed to them respectively.
a) The Trust means Baggage Arts Charitable Trust.
b) The Trustees, means the members of the Trust for the time being, who hold that position, either by virtue of having signed this deed or by having been appointed to that position in terms of this deed.
c) The Funds means the funds and property of the Trust, for the time being, whether raised by subscription, grants, donation or allocations or by way of profits or accretions arising in respect of funds or property already held, or by borrowing, or by any other means.
3. The Objects of the Trust Shall Be:
3.1 To create and promote performance theatre and other art works that incorporate a variety of mediums, cultures and languages.
3.2 To give special emphasis to theatre and art works that reflect the cultures of New Zealand, particularly Maori and Pakeha.
3.3 To promote the ancient art of storytelling in all it’s many forms and to educate the community as to it’s functions and relevance in today’s society.
3.4 To educate, challenge, and encourage both artists and audiences to risk new experiences.
3.5 To provide art activities including workshops for the support of emerging artists.
3.6 To offer support through information and guidance to other artists in the community.
3.7 To seek, accept, and receive donations, subsidies, grants, endowments, gifts, legacies and bequests either in money or in kind or partly in money and partly in kind for all or any purposes and objects of “The Trust” and to carry out any specified trust attaching or relating to the same to the intent that donations, subsidies, grants, endowments, gifts, legacies and bequeaths made to the “The Trust” may be made for the benefit of the general purposes of the "The Trust” or made for such purposes within the general objects of the “The Trust” specified by the Donor or Donors.
3.8 To honour the intent of the Treaty of Waitangi in all activities in which the Trust is involved.
4. The Functions and Powers of the Trust Shall Be:
4.1 To operate, stimulate and/or participate in programs throughout New Zealand.
4.2 To buy or otherwise acquire chattels of all descriptions, books, papers, machines, apparatus and other things required for or of use in connection with the affairs of The Trust.
4.3 To manage, let, sell, exchange or otherwise deal with property of The Trust in such manner as The Trust shall deem expedient.
4.4 To lend, invest, borrow, raise or secure the payment of money in such manner as The Trust shall think fit upon such terms and conditions as shall be deemed expedient and in particular by Mortgage or Debenture, perpetual or otherwise, bank overdraft or other securities, and to charge if need be such Mortgages, Debentures, or other securities, upon the floating assets or upon all or any of the property of the Trust present or future.
4.5 To raise funds by means of fund raising in such manner as is decided upon by The Trust.
4.6 To open and operate trading and savings bank accounts.
4.7 To hire and employ whether casually or under contracts of employment in return for their services rendered to the Trust, and pay salaries, wages, gratuities and pensions.
4.8 To employ as agents, officers and staff persons, any Trustees who fall within the scope of clause
4.9 To affiliate and co-operate with any other organisation whether established in New Zealand or elsewhere having objectives similar to the objectives of the Trust.
4.10 To apply the whole of the income and funds of the Trust in promoting its objectives provided that no dividend whatever shall be paid to any of its Trustees.
4.11 To make by-laws, rules or regulations, not being inconsistent with this Deed, by resolution at an Annual General Meeting, or a Special General Meeting called under the rule Special General Meetings.
4.12 To invest the funds of the Trust:
a) in securities approved by law for the investment of trust funds,
b) in shares, stocks, debentures or other securities listed on the New Zealand Stock Exchange or any Stock Exchange in Australia,
c) in any mortgage, including a contributory mortgage,
d) in the purchase or other acquisition of any real or personal property of any kind.
4.13 To carry on any business that in the opinion of the Trustees will benefit the purposes of the Trust specifically, and the community generally.
4.14 To do all such lawful acts and things as are incidental or conducive to the attainment of the above-mentioned purposes in clause 3 of this Deed.
5. Registered Office
The registered office of the Trust shall be at such place or places as the Trustees may from time to time determine, but for purposes of commencing the objects outlined in clause 3, the first office of the Trust shall be located at 21 Thomas Street, Stokes Valley, Lower Hutt.
6. Honorary Trustees
a) An Honorary Trustee or Trustees may be elected by ordinary resolution at an ordinary meeting of the Trust and shall hold this position until such time as the Trustees shall determine otherwise.
b) An Honorary Trustee shall be entitled to attend Trust functions and meetings but shall not have voting rights nor take any liability for any actions of the Trust.
7. Appointment of Trustees
7.1 The Trustees shall be no fewer than three and not more than eight in number.
7.2 “The Trust” shall comprise the initial Trustees and such other Trustees as are appointed pursuant to clause 7.4 or clause 7.6.
7.3 The initial Trustees shall be the persons who have signed this Deed in this capacity and shall hold office for an initial term of three years.
7.4 The initial Trustees may appoint additional Trustees for any period not exceeding three years after consultation with a view to maintaining a balance in accordance with clause 7.5.
7.5 The membership of “The Trust” shall be determined having due regard for the need to provide the balance of skills necessary to give effect to the mission statement adopted by “The Trust” from time to time.
7.6 “The Trust” shall seek an appropriate spread of expertise, including persons with qualification or experience in one or more of the following fields:
a) education
b) performing arts
c) management and business expertise
7.7 The office of any Trustee shall become vacant:
a) Upon expiration of his or her term of office (without any reappointment taking effect).
b) If he or she resigns, by giving written notice to that effect to ”The Trust”.
c) If he or she dies, or becomes bankrupt or insolvent.
d) If he or she is convicted of any criminal misconduct or offence.
e) If he or she without having obtained the leave of the Trust, fails to attend three consecutive meetings of “The Trust”
f) If he or she is guilty, in the opinion of the other Trustees, of any conduct or behaviour unbecoming of a Trustee.
7.8 When the office of a Trustee becomes vacant, the Trust may (subject to clause 7.9) appoint that person for an additional term of office or may appoint any other person to that position. Any such reappointment or appointment shall be for a period, not exceeding three years, specified by the Trust.
7.9 No act of the Trust shall be invalid by reason of any vacancy in the membership of the Trust at the time of that act or by reason of the discovery of any defect in the appointment of any person as a Trustee.
8. Conduct of business.
8.1 The Trust shall elect a Chairperson from among the Trustees.
8.2 The Trust shall meet from time to time, at such times and places as determined and the quorum for a meeting being a majority of Trustees personally present.
8.3 A meeting may be called at any time by the Chairperson, and shall be called on the requisition of any two Trustees.
8.4 At least seven days notice of any meeting shall be given, but a majority in number of all Trustees, present at a meeting at which less than that period of notice has been given, may waive compliance with that requirement. It shall not be necessary to give notice of a meeting to any Trustee who is, for the time being, absent from New Zealand. Non receipt of a notice of a meeting sent in accordance with this clause by any Trustee shall not invalidate such meeting, provided that a majority of Trustees at such meeting are satisfied that the meeting continue.
8.5 A resolution (including a resolution as to the appointment or re-appointment of a person as Trustee) passed by a simple majority of Trustees present at a meeting shall be effective to bind all the Trustees.
8.6 A Trustee who is personally and financially interested in any motion may be counted in the quorum for the meeting at which that motion is to be put, and may speak to that motion, but shall not vote upon it. A person shall not, however, be deemed to be personally or financially interested solely by virtue of his or her employment in one of the occupations referred to in clause 7.6. The terms of the preceding sentence shall also apply to clause 8.7.
8.7 A resolution signed by all the Trustees for the time being entitled to receive notice of meetings (but not by any Trustee who is personally or financially interested in the subject matter of the resolution) shall be as valid and as effectual as if passed at a duly convened and attended meeting of the Trust.
8.8 The Trustees shall cause to be kept full and proper accounts, in a form and to a standard approved on reasonable grounds by the Institute of Chartered Accountants of New Zealand.
8.9 The Trustees shall, from time to time, appoint a Secretary and/or a Treasurer, and shall, from time to time, define their respective duties. The Secretary and Treasurer need not themselves be Trustees. The Trustees may at any time, and without any necessity for giving prior notice, terminate the appointment of a person as Secretary or as Treasurer. The Trustees may, from time to time, determine that a particular person shall have vested in her or him the roles (and the duties) of both Secretary and Treasurer.
8.10 The Trustees shall ensure that the accounts of the Trust are audited by an Independent Chartered Accountant or firm of Chartered Accountants appointed, for the time being, by the Trustees. Such person or persons shall not be Trustees and shall be approved annually at the Annual General Meeting by a majority of Trustees present and voting, unless a resolution is passed at such meeting, not to appoint an auditor for the ensuing year.
8.11 All proceedings and all resolutions of the Trustees shall be duly recorded in Minutes held in a Minute Book, to be maintained and held by the Secretary if appointed, otherwise by the Chairperson.
8.12 A Trustee shall not be entitled to any remuneration for his or her services as such but this shall not preclude:
a) Any Trustee from being engaged as an employee of the Trust under a contract of service and being remunerated as a employee accordingly; and
b) Any Trustee from being engaged by the Trust as a professional or an expert under a contract for services and being remunerated for services rendered accordingly and,
c) Any Trustee from being reimbursed by the Trust for any expenditure actually and reasonably incurred by him or her in the conduct of his or her duties as a Trustee having already received prior approval from the Trust for such expenditure.
8.13 It is the objective of the Trust to maintain the said Trust in its entirety. No Trustees in such capacity shall be entitled to make any claim or demand for any share in the assets of the Trust or for any division thereof, but shall while a Trustee be only entitled to the privileges provided for by these rules and any by-laws made hereunder, and shall on ceasing to be a Trustee, in accordance with these rules, cease to have any claim whatsoever upon “The Trust” and shall return any property of the Trust.
9. Indemnity
9.1 Every officer of “The Trust” or servant of “The Trust” or Trustee shall be indemnified out of the funds of “The Trust” and it should be the duty of “The Trust” to pay all costs, losses and expenses which any such officer, servant or Trustee may incur or become liable for by reason of any contract entered into or act or thing done by him or her as such officer, servant or Trustee of “The Trust” or in any way discharging his/her duty including travelling expenses and reasonable out-of-pocket expenses subjected to prior approval by the Trust.
9.2 The Trust shall maintain such insurances as necessary to effect Clause 9.1.
10. Income benefit advantage
10.1 Any income benefit or advantage shall be applied to the charitable purposes of the Trust.
10.2 No member or person associated with a member of the Trust shall derive any income, benefit, or advantage from the Trust where they can materially influence the payment of such income, benefit or advantage except where the income is derived from:
a) Professional services to the Trust rendered in the course of business charged at no greater rate than current market rates; or
b) Interest on money lent at no greater than current markets rates.
11. Meetings
11.1 The Trust shall hold an annual general meeting once in a calendar year not later than six months after the end of its financial year and notice of such annual general meeting shall be given in writing by the Secretary (if appointed, otherwise the Chairperson) to all Trustees at least 14 clear days prior to the date of the meeting.
11.2 The Annual General Meeting shall carry out the following business;
a) Receive the minutes of the previous Annual General Meeting and of any Special General Meeting held since the last Annual General Meeting
b) Receive “The Trust” statement of account for the preceding year and an estimate of income and expenditure for the current year.
c) Receive reports from the Trustees.
d) Consider and decide any other matters, which may properly be brought before the meeting
e) Appointment of, or non appointment of, an auditor.
11.3 A special general meeting of “The Trust” shall be called on receipt in writing for such a meeting stating the reasons for having the meeting and signed by no less than half of the Trustees at the time of calling such a meeting.
11.4 The notice calling a Special General Meeting shall state in general terms the business for which the meeting is called, and at that meeting, only the business so stated shall be discussed.
12. Amendments to This Deed
12.1 The provisions of this Deed may be amended by a simple majority of Trustees at any meeting of the Trust, so long as the conditions specified in 12.2 are complied with.
12.2 The conditions governing clause 12.1 are;
a) At least 14 days notice of intention to move an amendment is to be given to all Trustees (except a Trustee who is absent from New Zealand),
b) No amendment shall have or take effect if a consequence of the amendment would be to alter or derogate from the charitable nature of the Trust.
c) The amendment shall be recorded in writing, and shall be signed by (at least) those Trustees who approved the amendment.
13. Winding up
13.1 If the Trustees shall, at any time, resolve that “The Trust” is wound up or if “The Trust” shall be wound up by operation of law, then the funds of “The Trust” for the time being shall be placed with or vested in either:
a) Such charitable organisation or organisations within New Zealand which is or are not carried on for the private pecuniary profit of any individual, and with objectives similar to those of “The Trust”, as “The Trust” thinks fit to be held on trust by that organisation or those organisations solely for similar charitable purposes within New Zealand or,
b) As determined by a Judge of the High Court of New Zealand.
This Trust Deed is dated and takes effect on and from: / / 2000
Founding Trustee:
Signed: ______________________________________________
Witnessed in the presence of: _________________________________________
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Founding Trustee:
Signed: ______________________________________________
Witnessed in the presence of: _________________________________________
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Trustee:
Signed: _______________________________________________
Witnessed in the presence of: __________________________________________
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Trustee:
Signed: ________________________________________________
Witnessed in the presence of: ___________________________________________
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Trustee:
Signed: ________________________________________________
Witnessed in the presence of: ___________________________________________
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