Trust Deed - INA (Maori, Indigenous & Pacific Island HIV/AIDS Foundation)

1 TE INGOA/NAME:

The name of the Trust is INA (Maori, Indigenous and South Pacific) HIV/AIDS Foundation, hereafter called 'the Trust'.

2 MATAPONO/PRINCIPLES

The Trust is committed, in attaining its purposes, to:

2.1 Manaakitanga - Giving prestige to or elevating the prestige of individuals or organizations through the expression of affection, hospitality, generosity and mutual respect.

2.2 Rangatiratanga- Finding opportunities to develop Maori, Indigenous and South Pacific descent affected/infected by HIV/AIDS; self determination of tangata whenua through mana Atua, mana Tūpuna and mana Whenua.

2.3 Whānaungatanga - Affirming the relationships that tangata whenua and other people have to each other individually or with whanau, hapCi and iwi through a common whakapapa and reciprocal obligations inherent in that relationship. As a group acknowledges our whakapapa ties to the wider oceanic community of the South pacific.

2.4 Kotahitanga- Demonstrating commitment and unity of purpose in pursuit of a vision.

2.5 Wairuatanga -Connecting people to their maunga, awa, moana, marae, Tipuna, atua and other cultural taumata or icons.

2.6 Kaitiakitanga - exercising the responsibility that we have to our whanau, hapūand iwi and we all have to our environment.

2.7 Mana Tupuna/Whakapapa- connecting us to the past, present and future, ultimately to one another.

3 WHAINGAI PURPOSE- The purpose of the Trust will be to improve the quality of life for People living with HIV/AIDS Maori, Indigenous and South Pacific and the quality of information about HIV/AIDS to the Maori, Indigenous and South Pacific communities in Aotearoa.
In particular the Trust will:

3.1 To establish Programs and Prevention and Intervention strategies specific to Maori, Indigenous and South Pacific people;

3.2 To establish effective support services for Maori, Indigenous and South Pacific people living with HIVIAIDS, with culturally unique/specific, culturally designed and sensitive programs/projects.

4 TARI/OFFICE

The office of the Trust will be in such place in New Zealand as the Board of Trustees may from time to time determine.

6. TE RUNANGA WHAKAHAEREI THE BOARD OF TRUSTEES

6.1 The Board will comprise of no less than three (3) Trustees and no more than ten(10) Trustees.

6.2 The signatories to this Deed will be the first Board. The Trustees will elect from among themselves a Chairperson. A Secretary and Treasurer will also be appointed from among themselves or from non-trust members. An election of office-bearers will be held at the first meeting of the Board following the execution of this Deed and whenever a vacancy occurs. The positions of Secretary and Treasurer may be combined.

6.3 A person will immediately cease to be Trustee when she or he resigns in writing,dies, is declared bankrupt or is found to be a mentally disordered person within the meaning of the Mental Health (Compulsory Assessment and Treatment) Act 1992 or subsequent enactment.

6.4 The Board will have the power to fill any vacancy that arises in the Board or to appoint any additional trustees subject to clause 6.1.

6.5 The Board may continue to act notwithstanding any vacancy, but if their number is reduced below minimum number of trustees as stated in this deed, the continuing trustee/s may act for the purpose of increasing the number of trustees to that minimum but for no other purpose.

6.6 The Board may, by a motion decided by a two-thirds majority of votes, terminate a person's position as a Trustee and member of the Board, if it believes that such action is in the best interests of the Trust.

6.7 The name of the Board will be INA (Maori, Indigenous and South Pacific) HIVIAIDS Foundation Board.

7 NGA HUI 0 TE RUNANGA WHAKAHAEREI MEETINGS OF THE BOARD

7.1. The procedure for Board meetings will be as follows:

7.1.1 A quorum will be at least half of its members.

7.1.2 If a Trustee, including an office-bearer, does not attend three (3) consecutive meetings of the Board without leave of absence that member may, at the discretion and on decision ofthe Board, be removed as a Trustee, and/or from any office of the Trust which she or he holds.

7.1.3 All questions will if possible be decided by consensus. In the event that a consensus cannot be reached then a decision will be made by a majority vote by show of hands, unless otherwise determined by the Board.

7.1.4 If the voting is tied, the motion will be lost.

7.1.5 In the absence of the Chairperson, the Board will elect a person to chair the meeting from among the Trustees present.

7.2 The Board will meet at least once every year. Meetings may be held in person or by any other means of communicating as decided on by the Board from time to time. The Secretary will ensure that all members of the Board are notified of the meeting, either verbally or in writing.

7.3 The Secretary will ensure that a minute book is maintained which is available to any member of the Trust and which, for each meeting of the Board, records

7.3.1 the names of those present;

7.3.2 all decisions made by the Board; and

7.3.3 any other matters discussed at the meeting.

8 TAKETAKE/POWERS

In addition to the powers provided 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:

8.1 to use the funds the Trust as the Board thinks necessary or expedient in payment of the costs and expenses of the Trust, including the employment and dismissal professional advisors, agents, officers and staff, according to principles of good employment and the Employment Relations Act 2000 or any subsequent enactment;

8.2 to purchase, take on, lease or in exchange or hire or otherwise, acquire any real or personal property and any rights or privileges which the Board thinks necessary or expedient in order to attain the purpose of the Trust and to sell, exchange, let, bail or lease, with or without option of purchase or, in any other manner, dispose of such property, rights or privileges;

8.3 to invest surplus funds in any way permitted by law for the investment of Charitable Trust funds and upon such terms as the Board thinksfit;

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

8.5 to do all things as may from time to time be necessary or desirable to enable the Board to give effect to and attain the charitable purposes of the Trust.

9 KO NGA RAWA HEI PAINGA MO TE IWU INCOME, BENEFIT OR ADVANTAGE TO BE APPLIED TO CHARITABLE PURPOSES

9.1 Any income, benefit or advantage will be applied to the charitable purposes of the Trust.

9.2 No trustee or members of the Trust or any person associated with a trustee shall participate in or materially influence any decision made by the trustees in respect of any payment to or on behalf of that trustee or associated person of any income, benefit or advantage whatsoever. Any such income paid shall be reasonable and relative to that which would be paid in an arm's length transaction (being the open market value).

9.3 The provision and effect of this clause shall not be removed from this deed and shall be implied into any document replacing this deed of trust.

10 TURU TAKETAKEI POWER TO DELEGATE

10.1 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. The committee or person may without confirmation by the Board exercise or perform the delegated powers or duties in the same way and with the same effect as the Board could itself have done.

10.2 Any committee or person to whom the Board has delegated powers or duties will
be bound by the terms of the Trust and any terms or conditions of the delegation set by the Board.

10.3 The Board will be able to revoke such delegation at will, and no such delegation
will prevent the exercise of any power or the performance of any duty by the Board.

10.4 It will not be necessary for any person who is appointed to be a member of any such committee, or to whom such delegation is made, to be a Trustee.

11 P0TEA/FINANCIAL ARRANGEMENTS

11.1 The financial year of the Trust will be from 1 April to 31 March.

11.2 At the first meeting of the Board in each financial year, the Board will decide by resolution the following:

11.2.1 how money will be received by the Trust;

11.2.2 who will be entitled to produce receipts;

11.2.3 what bank accounts will operate for the ensuing year, including the purposes of and access to accounts;

11.2.4 who will be allowed to authorise the production of cheques and the names of cheque signatories; and

11.2.5 the policy concerning the investment of money by the Trust, including what type investment will be permitted.

11.3 The Treasurer will ensure that true and fair accounts are kept of all money received and expended by the Trust.

11.4 The Board may arrange for the accounts of the Trust for that financial year to be audited by an accountant appointed for that purpose.

12. TE TOHE TAKETAKE/COMMON SEAL

12.1 The Common Seal of the Board, following its incorporation, will be kept in the custody and control of the Secretary, or such other officer appointed by the Board.

12.2 When required, the Common Seal will be affixed to any document following a resolution of the Board and will be signed by the Chairperson (or a trustee acting as the Chair) and one other trustee appointed by the Board.

13 WHAKAREREKETANGA TURE/ALTERATION OF THIS DEED

13.1 The Trustees may, by consensus or pursuant to a motion decided by a two-thirds majority of votes, by supplemental Deed make alterations or additions to the tenns and provisions of this Deed provided that no such alteration or addition will:

13.1.1 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; or

13.1.2 be made to the Purpose Clause ( 3 ), the Activities Limited to New Zealand Clause ( 4 ), the Pecuniary Interests Clause ( 9 ) or the Disposition of Surplus Assets Clause ( 15) unless it is first approved in writing by the Department of Inland Revenue.

14 TAKAWAENGA/ MEDIATION & ARBITRATION

14.1 Any dispute arising out of or relating to this deed may be referred to mediation, a non-binding dispute resolution process in which an independent mediator facilitates negotiation between parties. Mediation may be initiated by either party writing to the other party and identifying the dispute which is being suggested for mediation. The other party will either agree to proceed with mediation or agree to attend a preliminary meeting with the mediator to discuss whether mediation would be helpful in the circumstances. The parties will agree on a suitable person to act as mediator or will ask the Arbitrators' and Mediators' Institute of New Zealand Inc. to appoint a mediator. The mediation will be in accordance with the Mediation Protocol of the Arbitrators' and Mediators' institute of new Zealand Inc.

14.2 The mediation shall be tenninated by-

14.2.1 The signing of a settlement agreement by the parties; or

14.2.2 Notice to the parties by the mediator, after consultation with the parties, to the effect that further efforts at mediation are no longer justified; or

14.2.3 Notice by one or more of the parties to the mediation to the effect that further
efforts at mediation are no longer justified; or

14.2.4 The expiry of sixty (60) working days from the mediator's appointment, unless the parties expressly consent to an extension of this period.

14.3 If the mediation should be tenninated as provided in 14.2.2, 14.2.3 or 14.2.4 any dispute or difference arising out of or in connection with this deed, including any question regarding its existence, validity or tennination, shall be referred to and finally resolved by arbitration in New Zealand in accordance with New Zealand law and the current Arbitration Protocol of the Arbitrators' and Mediators' Institute of New Zealand Inc. The arbitration shall be by one arbitrator to be agreed upon by the parties and if they should fail to agree within twenty -one (21) days, then to be appointed by the President of the Arbitrators' and Mediators' Institute of New Zealand Inc.

15 TAUNAHAI/TRUSTEE LIABILITY

It is declared that:

15.1 The Trustees are chargeable respectively only in respect of the money and securities they actually receive, or which, but for their own acts, omissions, neglects, or defaults they would have received, notwithstanding their signing any receipt for the sake of conformity; and

15.2 They are each answerable and responsible respectively only for their own acts, receipts, omissions, neglects and defaults and not for those of each other, or of any banker, broker, auctioneers, or other person with whom, or into whose hands, any Trust money or security is properly deposited or has come;

15.3 No Trustees shall be liable personally for the maintenance, repair, or insurance of any charges on such property;

15.4 No Trustees hereof shall be liable for any loss arising from any cause whatsoever including a breach of the duties imposed by Section 138 and/or Section 13C Trustees Act 1956 (as enacted by the Trustee Amendment Act 1988) (or any statutory replacement or equivalent) unless such loss is attributable:

15.4.1 To his or her own dishonesty; or

15.4.2 To the wilful commission by him or her of an act known by him/her to be a breach of Trust.And pursuant to Section 130 of the Trustees Act 1956 it is intended by this clause that the duties imposed by Section 138 and 13C of the Trustees Act 1956 shall not apply to any Trustee hereof.

15.5 No Trustees shall be bound to take any proceedings against a co-Trustee for any
breach or alleged breach of Trust committed by that co-Trustee.

15.6 Notwithstanding the procedure or otherwise of retaining assets in the Trust Fund no Trustee shall be liable for any loss suffered by the Trust Fund by reason of the Trustees retaining any asset forming part of the Trust Fund.

15.7 The Trustees shall from time to time and at all times be indemnified by and out of the Trust property from and against all costs, charges, losses, damages, and expenses sustained or incurred by them or in or about the execution and discharge of their office or in or about any claim, demand, action, proceeding or defence at law or in equity in which they may be joined as a party.

16 TE TUKU TOENGA RAWA/DISPOSITION OF SURPLUS ASSETS

On the winding up of the Trust, or on its dissolution by the Registrar, all surplus assets, after the payment of costs, debts and liabilities will be given to other charitable organisation/s within New Zealand as the Board will decide. If the Trust is unable to make such a decision, the surplus assets will be disposed of in accordance with the directions of the High Court pursuant to section 27 of the Charitable Trusts Act 1957 or subsequent enactment.
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