Constitution

DATED: 12.12.2020

PARTIES Donald Willoughby (Trustee) Trevor Walker (Trustee) Joan Mccathie (Trustee) David Phillipps (Trustee) (“Parties”)

BACKGROUND 

A. A community group known as the Cambridge Tree Trust (“Trust”) has been set up in Cambridge for the purposes of undertaking environmental community works in Cambridge.

B. The Trust has taken over and widened the role of Keep Cambridge Beautiful, which became part of the Keep New Zealand Beautiful Society Incorporated.

C. The Trustees wish to alter the Trust’s Constitution and Rules to dispose of the management committee and adopt a new one-tier governance structure and otherwise simplify the Trustee’s management and control of the Trust assets.

OPERATIVE PROVISIONS

1.0 Adoption of new Constitution

1.1 This Constitution replaces the previous Trust Constitution and Rules dated 14 March 1992 and as amended on 24 October 2006.

2.0 Name

2.1 The name of the Trust shall be the “Cambridge Tree Trust”.

3.0 Office

3.1 The office of the Trust shall be such place in the Cambridge region as the Board of Trustees may determine.

4.0 Purposes

4.1 The primary purposes of the Trust are:

(a) The planting, establishment, protection, development and public respect for trees and plantations of trees and other plant communities within and beyond the greater Cambridge area;

(b) To encourage, foster and develop public and private interest in planting and development of trees which enhances Cambridge’s image as the Town of Trees and beautifies the rural landscape so as to raise the awareness of the role of trees in the environment including their role in climate change and its effects;

(c) To acquire areas in which a diversity of trees and plant species can be established, fostered and maintained, with appropriate releasing, pruning and weed and pest control;

(d) To educate the residents in the Cambridge area in particular on the need for conservation and further restoration of New Zealand’s indigenous flora and fauna and natural ecosystems and to encourage public support for and involvement in such protective and restorative works as are designed to advance the same;

(e) To undertake tree planting programmes, and to enlist public support for the same;

(f) To encourage Local Bodies in the Cambridge area and beyond to undertake active planting programmes and to set aside areas for further tree and planting development;

(g) To encourage the use of existing public walkways and to support and encourage the development of new walkways throughout the Cambridge region and appropriate planting activity in association therewith;

(h) To assist and co-operate with persons and organisations beyond the membership of this Trust but sharing aims and objectives similar to those set out above.

4.2 In pursuing the primary purposes set out in clause 4.1 above, the Trustees may exercise such powers and authorities as are necessary to achieve the following secondary purposes:

(a) To promote, conduct and engage in programmes and activities calculated to the advancement of such objects;

(b) To purchase, to take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Trust may think necessary or convenient for the promotion of its objects and to construct, maintain and alter any buildings or erections necessary or convenient to the work of the Trust;

(c) To enlist the support of Government departments, public bodies, charitable trusts, educational, ecological and health authorities, professional associations or councils whose activities wholly or partly are considered to be conducive to or supportive of the objects of the Trust and to affiliate or associate with any such organisation or body and to ensure that provision is made from time to time for the adequate representation of the Trust on any such body or organisation;

(d) To solicit donations, gifts, legacies and bequests, whether of money, plants, material or property and whether for any particular  purpose or generally to further the aims of the Trust as the controlling committee may in its sole and absolute discretion think fit;

(e) To promote or subscribe to any projects whatsoever, the result of which may be anticipated to be of special benefit to the objects and aims of the Trust;

(f) To invest monies of the Trust not immediately required upon such securities as may from time to time, by the controlling committee, be determined;

(g) To raise or borrow money in such manner as the Trust may think fit, and in particular by way of mortgage or debenture security upon all or any of the properties of the Trust;

(h) To acquire any rights or privileges which the Trust may regard as necessary or convenient for the purposes thereof and to make donations for promoting its interest;

(i) Any such other acts and things that are incidental to and will further promote the attainment of the objects of the Trust or any of them provided that nothing in this Deed will authorise any object that is not charitable at law in New Zealand.

5.0 Board of Trustees

5.1 Management and Control The management and control of the Trust property and affairs will in all respects be vested in the Board of Trustees (“Board”). The Board shall have full power and authority to deal with the Trust property as it sees fit, including the powers set forth in clause 7 below.

5.2 Numbers The Board shall consist of no fewer than three (3) members nor more than twelve (12) members. The initial members of the Board shall be the signatories to this deed.

5.3 Term of Board

(i) Each member of the Board shall hold office for a period of two (2) years from their appointment;

(j) Any retiring member shall be eligible for re-appointment.

5.4 Appointment of New Trustees The filling of vacancies on the Board shall be carried out at the annual general meeting as follows:

4 (a) in the case of retirement or replacement of the initial members of the Board, by ordinary resolution of the same initial members; and (b) in the case of retirement or replacement of other members of the Board, without there being any obligation to make any appointment, by ordinary resolution of the Board.

5.5 Termination of Trusteeship The Board may, by a motion decided by a two-thirds majority of votes, terminate a person’s membership of the Board if it believes that such action is in the best interest of the Trust.

5.6 Recording Trustee Appointments, Resignations and Removals The appointment of a trustee and the cessation of the appointment of any trustee shall not be effective until recorded by resolution recorded in the Board's meeting minutes or by deed.

5.7 Name of the Board The name of the Board shall be the Cambridge Tree Trust Board.

6.0 Proceedings of the Board

6.1 Meetings

(a) The Board shall endeavour to meet once a month at such place as it determines.

(b) The Board shall, by majority vote, appoint the offices of Secretary, Treasurer, Chairperson and Deputy Chairperson. These offices may be combined. The Secretary, Treasurer, Chairperson and Deputy Chairperson must be members of the Board and each officer will hold their office until the next annual general meeting.

(c) The annual general meeting of the Board shall be in December of each year and in addition to the appointment of trustees and officers, the business to be discussed shall include:

i. Consideration of the annual financial statements of the Trust;

ii. To appoint an auditor (if necessary) to audit the annual financing statements; and

iii. Consideration of such other business as the Board considers appropriate.

6.2 Chairperson The chairperson shall preside at all meetings of the Board at which he/she is present. In the absence of the chairperson from any meeting, the members present shall appoint one (1) of their number to preside at that meeting. 

6.3 Quorum. At any meeting of the Board a majority of members shall form a quorum and no business shall be transacted unless a quorum is present.

6.4 Voting. All questions before the Board shall be decided by consensus. However, where a consensus decision cannot be reached on a question, it shall, unless otherwise specified in this deed, be put as a motion to be decided by a majority of votes. If the voting is tied, the motion shall be lost.

6.5 Minutes The Secretary shall keep minutes of all Board meetings which shall be available for inspection by Board members.

7.0 Powers

7.1 General and specific powers. In addition to the powers implied by the general law of New Zealand or contained in the Trustee Act 1956, the powers which the Board may exercise in order to carry out its charitable purposes are as follows:

(a) To appoint or make provision for the appointment of any persons (including all or any members of the Board) as administrative trustees or otherwise for the purpose of the administration of the Trust;

(b) to use the funds of the Trust as the Board thinks necessary or proper in payment of the costs and expenses of the Trust, including the employment of professional advisers, agents, officers and staff as appears necessary or expedient;

(c) to raise funds for the purposes of the Trust by receiving gifts, money and property, donations, legacies and bequests, sponsorship and by any other lawful means; nevertheless the Board may decline to accept any gifts or donations or to take over any property which has annexed to it any condition or obligation not approved by the Board;

(d) to purchase, lease, exchange, hire, sell or otherwise deal with any land or personal property and any rights or privileges which the Board thinks necessary or expedient for the purpose of attaining the objects of the Trust and to sell, exchange, bail or lease, with or without option of purchase, or in any manner dispose of any such property, rights or privileges as foresaid;

(e) to carry on any business;

(f) to invest surplus funds in any way permitted by law for the investment of Trust funds and upon such terms as the Board thinks fit;

(g) to borrow or raise money from time to time, with or without security, and upon such terms as to priority and otherwise as the Board thinks fit; and

(h) to do all things as may from time to time be necessary or desirable to enable the Board to give effect to and to attain the charitable purposes of the trust.

7.2 Incorporation

The Board is empowered to seek incorporation in accordance with the provisions of the Charitable Trusts Act 1957 and to seek registration under the Charities Act 2005. As at the date of this deed, the Trust is already a registered charity under the Charities Act 2005.

7.3 Employment.

Under clauses 7.1(a) the Board may employ as agents, officers and staff, persons who are members of the Board.

8.0 Income, benefit or advantage to be applied to charitable purposes

8.1 Any income, benefit or advantage shall be applied to the charitable purposes of the Trust.

8.2 Notwithstanding anything to the contrary in this Deed (but subject to clause 8.3 below) no person with some control over the business of the Trust is able to direct or divert to their own benefit or advantage an amount from the Trust, except that:

(a) each Board member may receive full reimbursement for all costs, charges and expenses properly incurred by the Board member in connection with the affairs of the Trust;

(b) the Board members may pay reasonable and proper remuneration to any person or firm or company (including a Board member) in return for services actually rendered to the Trust;

(c) each Board member may be paid all usual professional business or trade charges for services rendered time spent and acts done by the Board member or by any firm or entity of which the Board member is a member, employee or associate in connection with the affairs of the Trust;

(d) each Board member may retain any remuneration properly payable to the Board member by any company or other body or firm or undertaking with which the Trust may be in any way concerned or involved for which the Board member’s connection with that company or body or firm or undertaking is in any way attributable to the Board member’s connection with the Trust.

8.3 Clause 8.2 does not apply if and to the extent that there is an amendment to the Income Tax Act 2007 or any other relevant legislation that results in a person with some control over the business of the Trust being able to direct or divert an amount derived by the Trust to their own benefit or advantage without compromising the charitable tax status of the Trust.

8.4 In this clause 8: (a) Benefit or advantage has the meaning given to it in section CW 42(8) of the Income Tax Act 2007; and 7 (b) Person with some control over the business has the meaning given to it by sections CW 42(5)-(7) of the Income Tax Act 2007.

9.0 Accounts

9.1 The Board shall keep true and fair accounts of all money received and expended.

9.2 The financial records must present the Trust’s receipts, credits, payments, liabilities and all other matters necessary or appropriate in a way that shows the true state and condition of the financial affairs of the Trust.

9.3 The annual accounts of the Trust may be prepared by a member of the Institute of Chartered Accountants of Australia and New Zealand appointed by the Board.

9.4 The financial records and annual accounts will be kept at the office of the Trust or at such other place as the Board thinks fit and must always be available to be inspected by the Board.

9.5 The Board may by ordinary resolution appoint an auditor to audit the annual accounts in any given year.

10.0 Delegation

10.1 Power to delegate The Board may, from time to time, appoint any committee and may delegate any of its powers and duties to any such committee or to any person, and the committee or person, as the case may be, may without confirmation by the Board exercise or perform the delegated powers or duties in like manner and with the same effect as the Board could itself have exercised or performed them.

10.2 Delegate bound Any committee or person to whom the Board has delegated powers or duties shall be bound by the charitable terms of the Trust.

10.3 Delegation revocable Every such delegation shall be revocable at will, and no such delegation shall prevent the exercise of any power or the performance of any duty by the Board.

10.4 Delegate need not be board member It shall not be necessary that any person who is appointed to be a member of any such committee, or to whom any such delegation is made, be a member of the Board.

11.0 Execution of Documents Two members of the Board shall have the authority to execute documents on behalf of the Board.

12.0 Alteration of deed 11.2 The Board may, by consensus or pursuant to a motion decided by a twothirds majority of votes, by supplemental deed, make alterations or additions to the terms and provisions of this deed provided that no such alteration or addition shall: (a) Take effect unless it is confirmed by resolution of the Board; (b) Detract from the exclusively charitable nature of the Trust or result in the distribution of its assets on winding up or dissolution for any purpose that is not exclusively charitable.

13.0 Disposition of surplus asset

13.1 If, either on the winding up, failure or dissolution of the Trust, or in the case of the Board having incorporated in accordance with the provisions of the Charitable Trusts Act 1957 (or other act passed in substitution for the same) on the liquidation of the Board or on its dissolution by the Registrar, there remains after payment of all of the Trust debts and liabilities any property or assets whatsoever, they shall be given or transferred to trustees for carrying out charitable purposes within New Zealand similar to those set out in this deed or be applied for such charitable purposes within New Zealand as the Board may, by resolution, determine at, before, or during the winding up, failure, dissolution or liquidation. If the Board is unable to make such decision, such property shall be disposed of in accordance with the directions of a Judge of the High Court pursuant to section 27 of the Charitable Trusts Act 1957 on the application of any member of the Board.

14.0 Limitation of liability and indemnity

14.1 No Board member is liable for the consequence of any act or omission for any loss unless the consequence or loss is attributable to his or her dishonesty or to the wilful commission by him or her of any act known by him or her to be a breach of trust or to the wilful omission by him or her for any act when the omission is known by him or her to be a breach of trust.

14.2 No Board member is bound to take any proceedings against another Board member for any breach or alleged breach of trust by the other Board member.

14.3 The Board is not liable for any loss or cost to the Trust by any breaches of trust or defaults of any attorney, delegate, manager, agent or employee appointed, engaged or employed by them, despite any rule of law or equity to the contrary. 

14.4 Each Board member is fully indemnified by and out of the Trust fund (whether from the capital or the income of the Trust fund) for any loss or liability which he or she incurs in the carrying out or omission of any function, duty or power of the Board members under this Deed and in respect of any outlay or expense incurred by him or her in the management and administration of the Trust, unless the loss or liability is attributable to his or her own dishonesty or lack of good faith or to the wilful commission or omission of any act known by him or her to be a breach of trust. The indemnity given by this clause extends to any loss or liability which a person after ceasing to be a Board member incurs through the carrying out of any function, duty or power of the Board, whether the carrying out took place before during or after the period in which the person was a member of the Board.

15.0 Notices

15.1 Any notice to be given in writing may be served. (a) upon an individual personally, by sending it by facsimile, email, by post or other electronic means to the addressee and the facsimile number, email address, physical address or other electronic number/address, from time to time designated for the purpose by the addressee to the board; (b) upon the Board, by posting it to the office of the Trust.

15.2 Notice given (a) in the case of a facsimile or email or other electronic means, will be deemed to be served on the day on which it is sent or, if sent after 5pm on a business day or, if sent on a non-business day, on the next business day after the date of sending; (b) by post will be deemed to be served on the fifth (5th) day after posting

Signed as a deed by the current Trustees.