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CONSTITUTION AND RULES OF

MAIRANGI ARTS CENTRE TRUST

1. Definitions

In these rules, unless the context otherwise requires:

"Trust" means the body corporate established and incorporated under the Charitable Trusts Act 1957;

"Trust Board" or "Board" means the Board of Trustees constituted pursuant to these Rules;

"The Trustees" means all, some or any of the members of the Trust Board.

2. Name and Registered Office

2.1. The name of the Trust shall be the "Mairangi Arts Centre Trust".

2.2. The registered office of the Trust shall be the Mairangi Arts Centre, 20 Hastings Road, Mairangi Bay, or such other address as the Board may from time to time determine.

3. Objects

3.1. The objects for which the Trust is established are:

(a) To provide facilities and opportunities for the creation, display, sale, learning, teaching, participation, understanding and enjoyment of all forms of arts and crafts, including the visual, performing, static or other art forms;

(b) To assist, promote and encourage those persons involved in any of the forms of arts and crafts;

(d) To maintain and protect a Centre at Mairangi Bay or at such other place, or places as the Board may direct, for the better provision of the objects stated above;

(e) To do all such things as may be necessary or desirable to assist in the attainment of the foregoing objects, as are permitted by law and as the Board shall see fit.

4. Powers

4.1. In undertaking the objects of the Trust, the Board shall, in addition to all other powers at law or in equity or granted or implied by this Deed or granted by statute, have all of the following powers:

(a) To establish and maintain commercial enterprises, and/or activities including but not limited to teaching, publishing and selling which may further the objects of the Trust.

(b) To purchase, lease, erect, maintain and alter any land or buildings, which may serve the purposes of the Trust.

(c) To sell, sublease or otherwise dispose of any freehold, leasehold or other property (whether real or personal) of the Trust and with the proceeds pursue any avenue which may further the purposes of the Trust.

(d) To employ in the ordinary course of the Trust's operations part time or full time employees or contractors on such terms and conditions and salary (including on commission) as the Board shall think fit.

(e) To make loans or grants to persons or organisations to further the objects of the Trust.

(f) To raise monies and to give guarantees to further the objects of the Trust.

(g) To undertake any of the above things alone or jointly with any other organisation or person in such manner as the Board determines to be beneficial in furthering the objects of the Trust.

5. Membership

5.1. Membership of the Trust shall be open to all persons and corporate bodies interested in any of the objects of the Trust.

5.2. Applications for membership shall be in writing, accompanied by the annual subscription applicable. Unless any application is not accepted by the Board, such membership shall be recorded by the Secretary in the register of members to be kept by the Secretary and the applicant shall thereupon become a member of the Trust.

5.3. There shall be five classes of membership:

(a) Ordinary members who shall pay such annual subscription (due and payable not later than the first day of January in each year) as is fixed from time to time by the Board.

(b) Honorary life members to be elected by an annual general meeting.

(c) Corporate members who shall pay such annual membership (due and payable not later than the first day of January in each year) and as fixed from time to time by the Board.

(d) “Family members” which expression shall include any two adults and their dependent children under the age of 18 years. Family members shall pay an annual subscription (due and payable not later than the first day of January in each year) and as fixed from time to time by the Board.

5.4. All members except children under the age of 18 years shall be entitled to attend and vote at all general meetings of the Trust. For the avoidance of doubt, family members shall be entitled to two votes, one in respect of each adult.

5.5. Members of each class shall be entitled to such privileges as determined from time to time by the Board.

5.6. A member of the Trust shall cease to be a member if such member:

(a) Resigns in writing;

(b) Is expelled by a resolution passed by not less than two thirds of the Trustees present and voting at a meeting of the Board where notice of the intention to consider such expulsion has been given to all Trustees and the member concerned has been given notice of the Board’s intention to consider that member’s expulsion, with that member having the right to be heard at such meeting and be represented by counsel or otherwise before the passing of any such resolution of expulsion;

6. Patrons and Vice Patrons

6.1. The Board may invite any person to become a patron or vice patron of the Trust until the next Annual General Meeting.

7. Meetings

7.1. The Trust shall in each calendar year hold a general meeting of its members as its annual general meeting at such time and place, before 30 June each year, as the Board shall appoint.

7.2. The Trust shall hold such other special general meetings of its members as the Board may determine and the Board shall call a special meeting within 30 days of a receipt by the Secretary of a written request for the same, signed by not less than 10 members of the Trust and such request shall specify the business proposed for discussion at such special general meeting.

7.3. Notice of every annual general meeting and special general meeting shall be given to members in writing (or email) and shall be delivered, posted or sent to the contact address held by the Trust for the member, not less than seven days before the meeting. The accidental omission to give notice of a meeting, or the non receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

7.4. The persons entitled to attend and vote at the general meeting shall be all members of the Trust who have been a financial member for at least the 60 days prior to the general meeting.

7.5. The business to be transacted at the annual general meeting shall be the receipt and consideration of the Statement of Accounts, the Annual Report from the Board of Trustees, the Election of Officers, the appointment of patrons and such other business as shall be submitted by the Board or raised by any member present. The business to be transacted at any special general meeting shall be such business as shall be submitted by the Board or requested in any requisition of members calling for a meeting or, with the consent of the Chairperson and not less than two thirds of the members present and voting, any other business raised by any member present.

7.6. The Chairperson of all general meetings shall be the Chairperson of the Board, or in the absence of such person, the Vice Chairperson or, in the absence of both, some other member of the Board appointed by the meeting.

7.7. At any meeting a resolution put to the vote of the meeting shall be decided on the voices or a show of hands unless a poll (before or on the declaration of the result of voices, or on a show of hands) as demanded by at least three members. Unless a poll is so demanded, a declaration by the Chairperson that a resolution has, on the voices or on the show of hands, being carried, or carried unanimously or by a particular majority, or lost, add an entry to that effect in the minute book, shall be conclusive evidence of the votes recorded in favour of or against the resolution. If the poll is duly demanded, it shall be taken in such manner as the Chairperson directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.

7.8. In the case of an equality of votes, whether on the show of hands or a poll, the Chairperson of the meeting at which the show of hands takes place, or at which the poll is demanded, shall be entitled to a second or casting vote.

8. Quorum at General Meetings

8.1. 15 members or other persons entitled to be present and to vote at a general meeting shall constitute a quorum for a general meeting.

8.2. If within an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members then present shall be a quorum.

9. Officers and Board of Trustees

9.1. The Board of the Trust shall be not less than seven and not more than nine members of the Trust duly elected or appointed in accordance with these rules. Board members shall be elected or appointed for a term of three years.

9.2. At its first meeting after the annual general meeting in each year, the Board shall appoint a Chairperson, a Vice Chairperson, and a Treasurer.

9.3. At each annual general meeting, one third of the Board members shall retire from office. The Board members to retire in each year shall be those who have been longest in office and in the event that those Board members to retire became members of the Board at the same time, those to retire shall be determined by lot (unless such members determine amongst themselves those to retire). Retiring Board members shall be eligible for re-election provided that no Board member may serve more than nine consecutive years on the Board.

9.4. Nominations for Board membership shall be in writing and signed by two members with consent of the nominee endorsed on the nomination and shall be in the hands of the Chairperson seven days before the annual general meeting.

9.5. Where the number of nominations received is less than or equal to the number of vacancies to be filled, those nominated shall be declared elected as Board members.

9.6. Where the number of persons nominated exceeds the number of vacancies, the election shall be by vote of the meeting and those polling highest shall be elected as Board members.

9.7. Any casual vacancy on the Board may be filled by the Board from the membership. Any member so appointed shall retire from office at the next annual general meeting.

9.8. A Board member shall cease to hold the position if he or she:

(a) Resigns from the Board by notice in writing; or

(b) Ceases for any reason to be a financial member of the Trust; or

(c) Has been absent from three consecutive meetings of the Board without reasonable cause or without leave of absence granted by the Board; or

(d) Becomes of unsound mind or becomes a protected person under the Personal and Property Rights Act 1988; or

(e) Becomes bankrupt; or

(f) Is convicted of an indictable offence; or

(g) Is requested to resign by a unanimous resolution of all the other Board members.

(h) In the event of any of the above occurrences the remaining members of the Board shall be deemed to constitute the full Board until such time as another person can be appointed to fill such a vacancy.

10. Meetings of Board

10.1. The general control of the affairs, property and funds of the Trust shall be vested in the Board of Trustees, but the Board shall be subject to any directions given by a resolution of a general meeting.

10.2. The Board shall have the power to appoint such subcommittees as it may deem expedient, and to define the powers and duties of such subcommittees.

10.3. The Board shall hold regular meetings at such convenient times and places as it may determine.

10.4. The Chairperson, or in his/her absence, the Vice Chairperson shall preside as Chairperson of each meeting of the Board. In the absence of the Chairperson or the Vice Chairperson, the Board members present shall select one of their number to be the Chairperson for the purposes of the meeting.

10.5. The quorum for meetings of the Board shall be a majority of the total number of Board members at that time.

10.6. A special meeting of the Board may be called at any time by the Chairperson. The Chairperson shall call a special meeting of the Board whenever requested to do so in writing by any two members of the Board, provided that not less than seven days clear notice of every special meeting and of the business to be transacted at that meeting shall be given to each Board member and no business other than that specified in the notice shall be transacted at any such special meeting.

10.7. Every question before the Board shall be decided by consensus but in the event of a failure to reach a consensus determined by a majority of the valid votes of the members recorded thereon provided that a resolution signed or assented to by letter, facsimile or electronic means, by a majority of the members of the Board for the time being shall have the same effect as a resolution duly passed at a meeting of the Board.

10.8. The Chairman at any meeting shall have a deliberative and, in the event that it is necessary, a casting vote.

10.9. There shall be not less than one meeting of the Board quarterly in each financial year or at such other interval as may be determined by the Board from time to time.

10.10. Subject to the provisions of these Rules, the Board may regulate its own proceedings in such manner as it thinks fit. This shall include the capacity to conduct meetings electronically with video linking, by internet, telephone and available contemporary technology provided that a quorum is connected to the meeting for its term.

10.11. Minutes of the proceedings of all Board meetings shall be recorded in a book to be kept for that purpose and shall be signed by the Chairman of the meeting at which the minutes are confirmed. Every such minute purporting to be so signed shall be prima facie evidence of the matters recorded. The secretary shall make the minutes of all Board meetings reasonably available for inspection by any Trustee.

11. Proceedings of the Board not affected by irregularities

11.1. No act or proceedings of the Board of any committee thereof or any person acting as a member of the Board shall be invalidated in consequence of there being a vacancy in the membership of the Board at the time of that act or proceeding or of the subsequent discovery that there was some defect in the entitlement of any person so acting to be a Board member or that a person was incapable of being or had ceased to be such a member or that an insufficient number of meetings of the Board were held in any financial year.

12. Authorised Expenditure

12.1. Subject to the provisions of this Constitution the Board may apply the capital and income of the Trust Fund in such manner as the Board thinks fit for all or any of the following purposes:

(a) the carrying out of activities for the attainment of the objects set out in this Constitution;

(b) the payment of the costs of administration of the affairs of the Board and the Trust;

13. Powers of the Board

13.1. In undertaking the objects of the Trust, the Board shall, in addition to all other powers at law or in equity or granted or implied by this Deed or granted by statute, have all of the following powers:

(a) To establish and maintain commercial enterprises which may underwrite or further the objects of the Trust.

(b) To purchase, lease, erect, maintain and alter any buildings, which may serve the purposes of the Trust.

(e) To open and maintain bank accounts, raise monies and to give guarantees to further the objects of the Trust.

14. Accounts

14.1. The Board shall as soon as possible after the end of every financial year (being a year ending with the 31st day of December or such other date as the Board may from time to time by resolution determine) cause the accounts of the Board for that financial year to be balanced and shall prepare a statement of assets and liabilities of the Board as at the end of that financial year together with an account of income and expenditure showing the financial transactions for that year. These accounts shall be audited.

15. Members of the Board not personally liable nor to personally benefit

15.1. No Board member, officer or servant of the Board shall be personally liable for any act or default done or made by the Board or by any member officer or servant thereof in good faith in the course of the operations of the Board unless such loss is attributable to the Board member’s own dishonesty or to the wilful commission or omission by that Board member of any act known by that Board member as a breach of trust.

15.2. 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 CB 4(1)(e) of the Income Tax Act 1994, or any enactment in amendment thereof or in substitution therefore, 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.

15.3. Each Board member shall be entitled to a full and complete indemnity from the Trust Fund for any personal liability which that Board member may incur in any way arising from or in connection with that Board member acting or purporting to act as a Trustee of the Trust, provided such liability is not attributable to that Board member’s own dishonesty, or to the wilful commission or omission by that Board member of an act known by that Board member to be a breach of trust.

16. Interested Trustee

16.1. Any Trustee who is or may be in any other capacity whatever interested or concerned directly or indirectly in any property or undertaking in which the Trust is or may be in any way concerned or involved shall disclose the nature and extent of that Trustee’s interest to the other Trustees, and shall not take part whatsoever in any deliberations of the Trustees concerning any matter in which that Trustee is or may be interested other than as a Trustee of the Trust.

17. No Private Pecuniary Profit for any Individual

17.1. No private pecuniary profit may be made by any person from the Trust, except that:

(a) any Trustee may receive full reimbursement for all expense properly incurred by that Trustee in connection with the affairs of the Trust;

(b) the Trust may pay reasonable remuneration to any officer or servant of the Trust (whether a Trustee or not) in return for services actually rendered to the Trust;

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

(d) any Trustee may retain any remuneration properly payable to that Trustee by any company or undertaking with which the Trust may be in any way concerned or involved for which that Trustee has acted in any capacity whatever, notwithstanding that the Trustee’s connection with that company or undertaking is in any way attributable to that Trustee’s connection with the Trust.

18. Seal

18.1. The Board shall have a Common Seal, which shall not be affixed to any document except by authority of the Board countersigned by two Board members or a Board member and an authorised signatory.

19. Alteration to the Rules

19.1. This Constitution and Rules of the Trust may be rescinded, added to or amended by resolution passed at any general meeting of the Trust provided that notice of the proposed alteration shall have been given in the notice convening the meeting.

20. Winding Up

20.1. The Trust may be wound up at any time on the unanimous resolution of the Board. On the Trust being wound up, any assets remaining shall be transferred to or applied to such other charitable purposes in New Zealand as the Board shall select, being purposes as near as possible to the objects of the Trust.