A. The objects for which the Trust is established are:
1. To establish a centre in the City of Wellington for the study of religion and society and in particular:(a) To explore the inter-relatedness of spiritual and human values within the activities of society;(b) To study the various activities which are found in the city, including the arts, business, economics, education, law, medicine, politics;(c) To investigate the impact on society of the development of science, technology, new methods of business, and new forms of the arts;(d) To clarify and work for the most worthwhile goals for our human future.
2. To engage lecturers, tutors and researchers, arrange seminars, lectures and study groups and take all necessary steps to encourage and expand study and research into the objects of the Trust.
3. To arrange for the publication and dissemination of the results of the studies and research as may be decided.
B. AND for the purpose of carrying out the objects of the Trust as set out above the Trust shall have all the rights, powers and privileges of a natural person, save and except that in respect of the power to invest moneys forming part of the Trust Fund the Board shall not be permitted to invest in real or leasehold property, other than 47 Aurora Terrace in the City of Wellington, without the sanction of a general meeting of members or without like sanction invest the Trust Fund otherwise than in securities authorised by the Trustee Act 1955.
1. CONSTITUTION OF TRUST
The Trust shall consist of all persons or organisations who apply to become members in accordance with the provisions of these rules. The Trust shall be managed by a Board of Trustees (the Board) appointed or elected in terms of these rules.
2. MEMBERSHIP OF TRUST
The following shall be the categories of membership available:
(a) Individual or Group membership which shall be open to any individual person or unincorporated group of persons approved by the Board.
(b) Corporate membership which shall be open to any incorporated company or other body corporate approved by the Board.
(c) Endowment membership which shall be open on terms fixed by the Board to any person, or group of persons, or any body corporate.
(d) Life membership which may be conferred on any person, group of persons or body corporate recommended by the Board and approved at a meeting of members.
3. APPLICATION FOR MEMBERSHIP
Any person, group of persons or body corporate who or which supports the objects of the Trust and wishes to become a member of the Trust under any of the categories listed in Clause 2(a) (b) or (c) may apply to the Board and, subject to being approved by the Board and to paying such subscription or contribution as may be fixed by the Board under these rules, shall be admitted to membership
4. SUBSCRIPTION OR CONTRIBUTION
(a) The Board shall at its first meeting fix the annual subscription payable by individual or group members and by corporate members and may thereafter, with the sanction of an Annual Meeting of Members, vary the amount of the subscriptions for those categories of members.
(b) The Board shall from time to time fix the contribution, whether to be paid in one sum or by instalments, to qualify any person, group of persons or body corporate to become an endowment member of the Trust or at the discretion of the Board may confer such membership of any person, group of persons or body corporate that has in the opinion of the Board made a substantial financial or other material contribution to the Trust.
5. MEETINGS OF MEMBERS
(a) The Board shall hold a meeting of members as soon as practicable after incorporation of the Trust and thereafter at such times and such intervals not exceeding 12 months as the Board may determine. The Board shall give not less than 14 days notice of any meeting of members by ordinary post provided that the validity of any meeting of members or any action therein shall not be affected by any failure to comply with this requirement.
(b) The Board shall call a meeting of members on the written requisition of not less than 20% of the members. Such meeting shall be held not less than 6 weeks after the date of receiving such requisition, at such place and time as may be fixed by the Board.
(c) The quorum for any meeting of members shall be 2 when there are less than 10 members and otherwise 5 members personally present. Proxies will not be recognised.
6. CONSTITUTION OF BOARD OF TRUSTEES
(a) The Board of Trustees shall consist of not less than seven (7) nor more than ten (10) members.
(b) Members of the Board of Trustees shall comprise:(i) The Minister for the time being of St. Andrew's on The Terrace, Wellington;(c) The first members of the Board of Trustees shall be the Trustees named in the Declaration of Trust of which this Appendix B is an annexure. Those members shall hold office until all members of the Board qualified, appointed or elected in terms of paragraph (b) above have taken office.
(ii) The special lecturer for the time being appointed by the Board;
(iii) Two members nominated by the Session of St. Andrew's on The Terrace for terms not exceeding 3 years but who will be eligible to be reappointed for further terms;
(iv) three members representing members of the Trust to be elected at a meeting of members held for that purpose and to hold office for a term or terms not exceeding 3 years as may be specified in the resolution of appointment, such members to be eligible for re-election;
(v) Up to three persons (whether members of the Trust or not) appointed by the other members of the Board for such term or terms not exceeding 3 years as the Board may decide, such appointees to be eligible for reappointment.
(d) The right to fill any casual vacancy on the Board (other than those qualified or appointed under paragraph (b) (i) (ii) and (iii) above) occasioned by any of the events set out in the next succeeding paragraph shall vest in the Board.
(e) The office of Member of the Board shall become vacant if:(i) He or she shall resign office; or
(ii) He or she shall become bankrupt or insolvent; or
(iii) He or she shall become lunatic or of unsound mind; or
(iv) He or she shall be convicted of an indictable offence; or
(v) He or she shall be absent from New Zealand for a period of twelve (12) months without obtaining leave of absence from other members; or
(vi) He or she shall die; or
(vii) In the opinion of all other members of the Board so expressed by formal resolution he or she is for any reason unfit to carry out his duties as a Member of the Board.
7. REGISTERED OFFICE
The registered office of the Board shall be at 30 The Terrace, Wellington, or such other place as the Board may from time to time appoint.
8. PROCEEDINGS OF THE BOARD(a) The members shall meet together for the dispatch of business at regular intervals and may adjourn or otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairman shall have a second or casting vote. A member may, and the Secretary on the requisition of a member shall, at any time, summon a meeting of the Board.
(b) The quorum necessary for the transaction of the business of the Board shall be four (4).
(c) The continuing members may act notwithstanding any vacancy in their body so long only as their number is not reduced below the number fixed pursuant to these rules
(d) The first Chairman of the Board shall be elected by the Board. At the expiration of a period of one (1) year from the date of incorporation of the Board the said first Chairman shall retire and the members shall elect one of their number as Chairman. The said first Chairman shall be eligible for re-election. Thereafter at the expiration of each three years the Chairman shall retire and the members shall elect one of their number as Chairman. The Chairman so retiring shall be eligible for re-election. If at any meeting the Chairman is not present within five (5) minutes after the time appointed for holding the meeting the members present may choose one of their number to be Chairman of the meeting.
(e) The members may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Board. Any committee shall subject to the approval of the Board have the power to co-opt suitable persons not being members of the Board as members of such committee.
(f) A resolution in writing signed by all the members for the time being entitled to receive a notice of a meeting of members shall be as valid and effectual as if it had been passed at a meeting of the members duly convened and held. Any such resolution may consist of several documents in like form each signed by one or more members.
(g) All proceedings of members shall be recorded in the form of minutes entered in a proper minute book.
(h) The Board shall furnish a report of its proceedings to each meeting of the members of the Trust.
9. APPOINTMENT OF OFFICERS
The Board may from time to time appoint a Secretary and such other officers and servants as are considered necessary for the exercise and performance of the functions and powers of the Board and may pay such salaries and allowances as it thinks fit notwithstanding that such officers may, from time to time, be members of the Board.
10. EMPLOYMENT OF BOARD MEMBERS
The Board may from time to time employ any one or more of its members the firm or business of which any one of its members may be a partner proprietor should it consider such employment desirable in the proper management of its affairs and shall remunerate such person, persons, firm or business for his or its services by the payment of fees or salaries on such terms as the Board may think proper.
11. THE SEAL
The Board shall provide for the safe custody of the Seal which shall only be used by authority of the Board or of a committee of the Board authorised by the members in that behalf and every instrument to which the Seal is affixed shall be signed by the Chairman and one member or by two members.
12. BANK ACCOUNT
The Board shall open an account with such bank in Wellington as it shall approve.
The Board shall cause proper books of account to be kept in which shall be kept full, true and complete accounts of the affairs and transactions of the Board. The books of account shall be kept at the Board's office or at such other place or places as the members think fit and shall always be open to the inspection of any member of the Board.
The accounts of the Board shall be audited by a Chartered Accountant who shall not be a member of the Board and who shall be appointed annually by the Board or a majority of the members of the Board. A duly audited Balance Sheet shall be submitted to the Annual Meeting of Members.
15. ALTERATIONS AND ADDITIONS TO RULES
These rules may be altered or added to at any meeting of members subject to the following conditions:(a) Any proposed alteration or addition must be first approved by the Board;
(b) Notices stating the general tenor of any proposed alterations or additions to the rules shall be given to each member;
(c) The meeting may amend any such proposals;
(d) No resolution of any meeting shall effect an alteration or addition to the rules unless it be carried by at least three-quarters of the members present and entitled to vote;
(e) No alteration to the qualification or appointment of any member of the Board under Clause 6(b) (i) (ii) and (iii) shall be made without the prior approval of the Session of St. Andrew's on The Terrace.
(f) No alteration to the rules shall be made which will in any way affect the general charitable purposes of the Trust as set out in the objects in Appendix A.