Chatham Islands Enterprise Trust Charitable Trust Deed This Deed Is

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CHATHAM ISLANDS ENTERPRISE TRUST CHARITABLE TRUST DEED day of

THIS DEED is *made on the

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BETWEEN

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

A

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)

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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) (b)

Promotion Promotion Promotion Promotion

(e)

Promotion Fishing Promotion Farming

(f)

Economic Development Services Industry and Oversight of Transport services

:a1

(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> ( ii)

Expulsion 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.

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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.

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OPERATIVE PART 1.1

1.2

The Trust Fund 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

1.21

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

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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.

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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.

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Obi ects 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.

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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, cooperation, 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.

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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.

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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

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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 reelection 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

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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

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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 . 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

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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

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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 .

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Proceedings of T r u s t e e s

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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,

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trustees1 remuneration, and elections, all Trustees may vote notwithstanding such interest. 10.6

The continuing Trustees may vacancy but if their number of Trustees, the continuing only to increase the number

act notwithstanding any is reduced below the quorum Trustee or Trustees may act 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)

10.9

each Trustee taking part can hear the others at the commencement of the meeting and so acknowledges.

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.

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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.

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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

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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 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:

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SIGNED by t h e s a i d HEUGHAN BASSETT RENNIE i n the p r e s e n c e o f :

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WILLIAM JAMES SEWELL i n t h e p r e s e n c e of:

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

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

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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 INTZRXAL A F F A I R S

A N D

RENNIX, W.J. SEWELL, P.F. SMITH, A. PREECE S( R.W,

OF

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a~dAT3AN ISLANDS ENTERPRISE TRUST

9EED OF VARIATION OF CHF-RITABLE TRUST DEED

Y-ACALISTER

SOLICITORS WELLINGTGN

3LqZENGARB PERRY ZASTLZ

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CHATHAM ISLANDS ENTERPRISE TRUST DEED O F VARIATION OF CHARITABLE TRUST DEED TXIS Oeed is made on the

BETWEEN

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)

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 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.

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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:

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. 1.

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 such other means of public Islands and by 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

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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.

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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.

IN all other respects the provisions of the Deed hereby affirmed. 2. ,

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IN WITNESS WdEREOF these presents have been executed the day and year first hereinbefore written SIGNED by the MINISTER

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OF INTERNAL AFFAIRS as

Settlor in the presence) of:

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SIGNED by the said

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HEUGHAN BASSETT RENNIE

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in the presence of:

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SIGNED by the said

WILLIAM JAMES SEWELL in the presence of:

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SIGNED by the said PATRICK FRANCIS SMITH

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in the presence of:

SIGNED by the said ALFRED PREECE in the

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presence of:

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

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THE COPlMON SEAL of the CHATHAM ISLANDS

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ENTERPRISE TRUST was hereto affixed in the presence+

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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

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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 BETWEEN

1995

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.

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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. C

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NOW THEREFORE this deed witnesseth as follows: 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.

2.

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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.

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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.

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6.

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IN WITNESS WHEREOF these presents have been executed the day and year first hereinbefore

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THE Settlor consents to the foregoing amendments.

appearing.

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:

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

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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