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Home » Draft Trust Deed Setting up GSNZ Award Fund

Draft Trust Deed Setting up GSNZ Award Fund
DATED this day of 2002

PARTIES:

1. GEOLOGICAL SOCIETY OF NEW ZEALAND INCORPORATED ("the Settlor")
2. [Immediate Past President], [current Treasurer] and [third initial trustee] ("the Trustees")

BACKGROUND

A. The Settlor administers funds gifted or bequested to it for the Charitable Purposes described in this deed.
B. The Settlor wishes to establish a separate Trust for the Charitable Purposes.
C. It is anticipated that the Trust will receive further gifts and bequests for Charitable Purposes.
D. The Trustees have agreed to act as Trustees of that Trust.

IT IS AGREED

1.0 Definitions

1.1 In this Deed:

"Administration Costs" means all administration charges, other fees, taxes and duties which in the opinion of the Trustees are properly payable from the income or capital of the Trust Fund.

"Balance Date" means the 31st day of March in each year.

"The Beneficiaries" means any of the following purposes (called "Charitable Purposes"), namely-

(a) the making of awards recognising significant achievements by persons resident in New Zealand in geological and related scientific fields

(b) to administer and continue the Settlor's existing awards and prizes (including those known as the Mason Prize, Hornibrook Prize, W A Pullar Prize, S J Hastie Prize, Wellman Prize and Wellman Award) and, if administratively required, establish separate funds and sub-trusts for these awards and prizes

(c) the advancement of geological research and knowledge in New Zealand generally

(d) the making of grants to further geological research and endeavour

(e) promotion of earth sciences in New Zealand

(f) support of libraries and other channels for raising knowledge and awareness of earth sciences

(g) the carrying out of any other charitable object which is capable of being conveniently carried on in conjunction with the above purposes or calculated directly or indirectly to advance the purposes of the Trust provided such other purpose is regarded as being exclusive charitable under the revenue laws of New Zealand.

"Charitable Purposes" shall be limited to include only those purposes which are from time to time charitable in the legal sense, so as not to offend the Rule against Perpetuities, as now existing, or any similar Rule of Law which may from time to time replace or modify the existing Rule, and such expression shall also, for the purpose of any income distributions made from the Trust Fund, be limited to include only those purposes which entitle the Trustees to claim the exemptions from tax afforded by the revenue laws of New Zealand, so long as such exemptions may exist.

"Property" means cash, real and personal property of every type, choses in action and all other rights and interests.

"Person" includes any natural person, bank, company, corporation, corporation sole, firm, government, trust, or body of persons whether corporate or unincorporated and any other legal entity.

"Rules" means the rules providing for the constitution of the Trust and registered with the Registrar of Incorporated Societies.

"Settlor" Geological Society of New Zealand Incorporated and includes any replacement body performing substantially the same functions of the Geological Society of New Zealand Inc.

"the Trust Fund" means the sum of $100.00 paid by the Settlor to the Trustees and all other money, property and assets transferred to or acquired by the Trustees including all accumulations of income and additions not appropriated to or applied for any other purpose according to this Deed.

2.0 Name of Trust

2.1 The Trust Fund will be known as THE GEOLOGICAL SOCIETY OF NEW ZEALAND AWARDS TRUST (referred to as "the Trust").

3.0 Acknowledgement of Trust

3.1 The Settlor directs and the Trustees acknowledge that the Trustees will hold the Trust Fund on the trusts and with the powers set out in this Deed and implied by law.

4.0 Incorporation of Trust

4.1 The Trustees may at any time apply to the Registrar of Incorporated Societies for the incorporation of the Trustees as a board under Part II of the Charitable Trusts Act 1957.

5.0 Trusts of Income and Capital

5.1 The Trustees shall hold the Trust Fund in perpetuity upon the following trusts:

(a) Firstly, towards the payment of any or all Administration Costs.

(b) Secondly, the Trustees shall pay or apply in perpetuity so much of the net annual income arising from the Trust Fund exclusively to or for the benefit of the Beneficiaries, as the Trustees shall in their absolute discretion think fit, but subject both:

(i) to the provisions of this Deed; and

(ii) the requirement that at least one third of the net annual income arising from the Trust Fund in each year is added to the Trust Fund.

(c) The Trustees shall accumulate all income which is not distributed within six months after the Balance Date, in each income year, so that such accumulations shall be added to and form part of the capital of the Trust Fund.

(d) Subject to first obtaining the written consent of the Settlor to apply to the High Court under section 25 of the Charitable Trusts Act 1957 to put the Trust into liquidation provided:

(i) on the winding up of the Trust (or its dissolution by the Registrar of Incorporated Societies) all surplus assets after payment of costs, debts and liabilities shall be disposed of according to the directions of the High Court pursuant to section 27 of the Charitable Trusts Act 1957;

(ii) the Settlor may make application under section 25 of the Charitable Trusts Act 1957 to the High Court provided it shall first have consulted with the Trustees; and
(iii) on any winding up of the Trust its funds shall be transferred to another charitable trust having as its purposes the furtherance of scientific research and education, particularly in earth sciences.

6.0 Income Benefit or Advantage to be Applied to Charitable Purposes

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

(b) No person associated with the Trust shall derive any income, benefit or advantage from the Trust, where they can materially influence the payment of the income, benefit or advantage, except where that income, benefit or advantage is derived from:

∑ professional services to the Trust rendered in the course of business charged at no greater rate than current market rates, or

∑ interest on money lent at no greater rate than current market rates.

(c) For the purposes of para (b):

(i) any person shall withdraw from discussion of an award or nomination if that person, someone in that person's household or family relation (by blood or marriage) of first cousin or closer is being considered for the award or nomination;

(ii) a person in discussion of an award or nomination shall declare an interest if a close colleague or supervised student of that person is being considered for an award or nomination; and

(iii) provided the procedures in sub-paragraphs (i) and (ii) are followed, the guiding principle is that prizes and awards shall be granted on merit and that everyone shall be eligible.

(d) The provisions and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document.

7.0 Power of Appointment of New Trustees

7.1 The Rules provide for a Trust Board and its rotation but, to the extent necessary, the statutory power of appointment of new Trustees shall be vested in the Settlor.

8.0 Trustee Powers

8.1 To achieve the objects of the Trust, the Trustees shall have in the administration, management and investment of the Trust Fund all the rights, powers and privileges of a natural person.

9.0 Extended Asset Holding and Investment Powers

9.1 The Trustees shall be entitled to retain any assets of whatever kind or nature gifted or transferred by the Settlor to the Trustees, or otherwise acquired by the Trustees at the Settlor's request, and the retention of such assets by the Trustees shall not breach any duty or obligation of the Trustees under the Trustee Act or otherwise.

9.2 The Trustees in investing any part of the Trust Fund shall not be under any obligation or duty to diversify investments. The Trustees shall have no liability to the Settlor or any other person in respect of the investment of the Trust Fund, including in respect of any loss of income or capital suffered by the Trust Fund, except in the case of wilful default or dishonesty. This shall constitute a contrary intention for the purposes of Section 13D of the Trustee Act.

9.3 Any Person to whom a prize, grant or award is made shall take an absolute and indefeasibly vested interest in that benefit.

10.0 Limitation of Trustee Liability

10.1 No Trustee or former Trustee acting or purporting to act in the execution of the trusts of this deed shall be under any personal liability for any loss arising, whether directly or indirectly from the execution of the Trust not attributable to:

(a) the dishonesty of the Trustees, or

(b) the dishonesty of the servants of the Trustees, or

(c) a wilful commission or omission by the Trustees or by the servants of the Trustees of any act known by the Trustees or such servants to be a breach of trust.

10.2 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 a coTrustee or former Trustee.

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

11.0 Amendment of Trust Deed

11.1 Subject to the procedural requirement in clause 11.2 the Trustees shall be entitled by Deed to modify or vary this Deed in the following circumstances:

(a) To make any amendment which is of a formal, minor or technical nature, or

(b) To correct a manifest error, or

(c) To make any modification which, in the opinion of the Trustees, is not materially prejudicial to the furtherance of the Charitable Purposes.

11.2 No modification or variation of this Deed shall be made unless:

(a) the Settlor gives its prior written consent;

(b) at least 14 days notice of an intention to move any modification or variation has been given to all Trustees; and

(c) the proposed change does not detract from the exclusively charitable nature of the Trust.

12.0 Alteration of Rules of Trust

12.1 The Trustees by consensus or pursuant to a unanimous motion may at any time and from time to time by supplementary deed add to, vary or revoke all or any of the provisions of the Rules, provided that no such amendment shall:

(a) 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;

(b) Be made to the Rules unless it is first approved in writing by the Inland Revenue Department.

13.0 Charging Clause

13.1 Any Trustee of this Trust, being a professional or business person, will be entitled to charge all usual and proper fees for professional and other services performed in the administration of this Trust, whether performed personally or by that person's firm, as if that person were not a Trustee. No Trustee shall be paid for services performed as a trustee of this Trust unless the Settlor shall have given its prior written approval.

14.0 Proceedings of the Trustees

14.1 The minimum number of Trustees at any time shall be three and the maximum number shall be five.

14.2 All decisions of the Trustees shall be passed by a majority vote.

14.3 The Trustees may make their decisions and hold and regulate meetings as they think fit. This includes the power to make decisions by telephone, facsimile, electronic and other means of communication, and by any one or more documents in the same or similar form.

15.0 Appointment of Custodian Trustee

15.1 The Trustees may at any time by deed appoint any corporation, to be a custodian trustee of all or any part of the trust's Property upon such terms as the Trustees shall decide. The Trustees may at any time by deed revoke any such appointment.

16.0 Resettlement of Trust

16.1 At any time either before or at the final date the Trustees may in their absolute and uncontrolled discretion by deed resettle upon trust in any manner which is in the opinion of the Trustees is for the benefit of any one or more of the Charitable Purposes, the whole or any portion of the Trust Fund.


THE COMMON SEAL of )
THE GEOLOGICAL SOCIETY OF )
NEW ZEALAND INCORPORATED )
was attached in the presence of: )

President

Secretary Member

SIGNED by )
[Immediate Past President] )
as Trustee in the presence of: )

Witness:
Occupation:
Address:

SIGNED by )
[Treasurer name] )
as Trustee in the presence of: )

Witness:
Occupation:
Address:


SIGNED by )
[Third Initial Trustee] )
as Trustee in the presence of: )

Witness:
Occupation:
Address:
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DRAFT RULES OF GSNZ AWARDS TRUST
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RULES OF THE GEOLOGICAL SOCIETY OF NEW ZEALAND AWARDS TRUST
PROVIDING FOR THE CONSTITUTION OF THE TRUST

INDEX

1. Name
2. Registered Office
3. Objects
4. Trust Fund
5. Accumulation and Distribution of Funds
6. Awards, Prizes and other Benefits
7. Gifts
8. Investment of Trust Funds
9. Accounts and Annual Report
10. Trust Board Membership and Changes
11. Officers of the Board
12. Notice of New Trustee
13. Advisory Trustees
14. Meetings
15. Quorum
16. Resolutions
17. Powers
18. Limitation on Powers
19. Delegation
20. Indemnity of Trustees
21. Signature of Documents
22. Alteration of Rules
23. Winding Up
24. Application of Funds

RULES PROVIDING FOR THE CONSTITUTION OF
THE GEOLOGICAL SOCIETY OF NEW ZEALAND AWARDS TRUST

1. NAME


The name of the Trust is THE GEOLOGICAL SOCIETY OF NEW ZEALAND AWARDS TRUST.

2. REGISTERED OFFICE

a. The office of the trust shall be established at [physical address of accountant's office] or shall be at such other place as the Trustees shall from time to time determine.

b. Notice of any change of registered office must be given to the Registrar of Incorporated Societies in accordance with the Charitable Trusts Act 1957.

3. OBJECTS

a. (i) To make awards recognising significant achievements by persons resident in New Zealand in geological and related scientific fields.

(ii) To administer awards and prizes known as the Mason Prize, Hornibrook Prize, Pullar Prize, Hastie Prize, Wellman Prize and Wellman Award and such further awards and prizes as may be established by the Trust from time to time.

(iii) To support the advancement of geological research and knowledge in New Zealand generally.

(iv) To make grants to further geological research and endeavour.

(v) To promote awareness of and education in the earth science fields in New Zealand.

(vi) To support libraries and other channels for raising knowledge and awareness of earth sciences.

(vii) To do all such others acts and things as are incidental to or will further the attainment of the foregoing objects or any of them provided that nothing hereinbefore contained shall authorise any objects that are not charitable in law.

b. In furtherance of its previously stated objects:

(i) to seek, accept and receive donations, subsidies, grants, endowments, gifts, legacies, loans and bequests in money or in kind and to carry out any specified trust attaching or relating to such benefits (to the intent that any benefit made to the Trust be made for the general purposes of the Trust or may be made for some purposes within the general objects of the Trust specified in particular cases by a donor)

(ii) in any way consistent with those objects, to both maximise the income of the Trust on it's capital and to increase the capital of the Trust; and

(iii) to obtain incorporation under the Charitable Trusts Act 1957.

c. The objects of the Trust shall be carried out exclusively within New Zealand for the benefit of its citizens and occupants of every race, sex and creed.

4. TRUST FUND

The Trust Fund comprises all assets held by the Trust Board from time to time.

5. ACCUMULATION AND DISTRIBUTION OF FUNDS

a. After payment of the costs and expenses of the Trust the Trustees may accumulate such income as they think fit (but not less than one third of the net annual income) and retain such accumulated income in an accumulated income account or add such accumulated income to the capital of the Trust fund.

b. The Trustees may at any time make payments or distributions from the income (accumulated or current) for the advancement of the objects of the Trust. Payments or distributions shall be restricted to not more than two thirds of net annual income and greater shortfalls may be carried forward to subsequent years. The receipt of the recipient of any payment or distribution shall be a full discharge to the Trustees who shall not be bound to see to the application of it.

c. The Trustees must not at any time make payments from any source for purposes which do not advance the objects of the Trust or which advance objects other than those of the Trust.

6. AWARDS, PRIZES AND OTHER BENEFITS

a. Any income, benefit or advantage received by the Trust must be applied to the purposes of the Trust.

b. Except as set out in this clause no Trustee, or member of the Trust, or person associated with a Trustee or member of the Trust, may derive any prize, award or benefit from the Trust where that person can materially influence the payment of the benefit.

c. Professional services to the Trust rendered in the course of business by a Trustee, or person associated with a Trustee, must be charged at no greater than current market rates.

d. Interest on money lent by a Trustee, or person associated with a Trustee, must be lent at no greater rate than current market rates.

e. A Trustee, or person associated with a Trustee, may be employed by the Trust if:

(i) he or she is paid at no more than market rate wages; and

(ii) the prior unanimous decision of the Trustees approving the employment is obtained.

Employees will be paid such remuneration as the Trustees decide.


f. A Trustee, or person associated with a Trustee, or an employee of the Trust may be reimbursed for expenses incurred.

g. Prizes and awards are to be allocated on merit provided conflict issues are correctly dealt with under clause 6.0(c) of the Trust Deed.

h. To preserve charitable status the provisions and effect of this rule must not be removed from this document and must be included or implied into any document replacing this document.

7. GIFTS

The Trustees have an absolute discretion to refuse to accept a gift to the Trust if:

a. the gift would affect the charitable status of The Trust; or

b. the gift would be contrary to the spirit and intention of The Trust; or

c. the Trustees in their discretion think it inappropriate to accept the gift for any reason

and the Trustees shall not be obliged to give any reason for the exercise of their discretion.

8. INVESTMENT OF TRUST FUNDS

a. The Trust Fund must be invested by the Trustees in accordance with the provisions of the Trustee Act 1956 or any statutory provisions which amend or replace the Trustee Act 1956.

b. However, the Trustees will not be in breach of their obligations under the Trustee Act or any statutory provisions which amend or replace the Trustee Act if:

(i) they accept from third parties and then retain for as long as they think fit in their complete discretion any non-conforming investment, even if that investment is of a wasting nature; or

(ii) they distribute the Trust Fund or any part of it for the purposes of the Trust; or

(iii) they set aside the Trust Fund or any part of it on "at call" interest bearing deposit pending application for the purposes of the Trust planned by them to take place in the reasonably near future.

9. ACCOUNTS & ANNUAL REPORT

a. Each year annual accounts and a report on the current situation of the Trust must be prepared as soon as reasonably practicable after the end of the accounting year.
b. The accounting year of the Trust ends on 3lst March.
c. The Trustees shall have the accounts audited annually unless they unanimously resolve otherwise.

10. TRUST BOARD MEMBERSHIP AND CHANGES

a. The Trust Board shall consist of not more than five (5) nor less than three (3) members of the Geological Society of New Zealand Incorporated (called "the Society" in this clause).

b. The Trustees shall be:

(i) the Immediate Past President for the time being of the Society ex officio
(ii) the Treasurer for the time being of the Society ex officio
(iii) between one and three other persons elected at the Annual General Meeting of the Society pursuant to paragraph d following (called "Elected Trustees" in this clause).

c. The initial Trustees are:

(i) [Immediate Past President's name] (the current Immediate Past President of the Society)
(ii) [Treasurer's name] (the current Treasurer of the Society)
(iii) [Third trustee name] being a member of the Society.

d. At each Annual General Meeting of the Society the longest serving of the Elected Trustees shall be deemed to have retired and the position shall be filled by vote at the Society's Annual General Meeting along with election of other Society office bearers. As between persons who became Trust Board members on the same day the one to retire shall, unless otherwise agreed between themselves, be determined by lot. A retiring Trust Board member shall be eligible for re-appointment at the Society Annual General Meeting.

e. Paragraph d shall not apply to a Trust Board member who is a member by virtue of office. Ex officio Trust Board members remain a Trust Board member by virtue of their Office with the Society. Their Trust Board membership shall be automatically vacated if they cease to hold office. The person who from time to time assumes that office shall become a Trust Board member by virtue of Office in place of the previous ex officio Trust Board member. 

f. Every Trust Board member (called an "Appointing Member" in this clause) may, by written notice to the Secretary of the Trust Board, appoint any person to act as an alternate Trust Board member in the Appointing Member's place, either generally or in respect of a specified meeting or meetings during the Appointing Member's absence or inability to act as a trustee. The following provisions shall apply to alternate trustees:

(i) Every Appointing Member may, at the Appointing Member's discretion by written notice to the Trust Board, remove his or her alternate trustee.

(ii) A alternate trustee may, while acting in the place of the Appointing Member, represent, exercise and discharge all the powers, rights, duties and privileges (but not including the right of acting as chairperson) of the Appointing Member and is subject in all respects to the same terms and provisions as that Appointing Member (except as regards power to appoint an alternate trustee under these Rules).

(iii) For the purpose of establishing a quorum of the Trust Board an alternate trustee is deemed to be the Appointing Member.

(iv) Notice of appointment of an alternate trustee should include an address for service of that alternate (for notice of Trust Board meetings). Failure to give an address will not invalidate the appointment, but notice of meetings of the Trust Board need not be given to the alternate director until an address is provided to the Board.

g. Any Elected Trustee may resign voluntarily by giving four weeks written notice of intention to resign addressed to the Secretary of the Board. This provision shall not apply to ex officio Trust Board members. 

h. The office of Trust Board member shall become vacant if:

(i) he or she shall resign from office; or
(ii) if he or she becomes disabled to the point of being unable to fulfil the duties of a Trustee; or
(iii) if he or she becomes bankrupt or otherwise insolvent; or
(iv) if he or she is convicted of a crime of dishonesty or violence; or
(v) if the other Trustees unanimously determine that it would be in the best interests of the Trust for the Trustee to resign (in which case the other Trustees need not disclose their reasons for that determination);
(vi) if he or she refuses to act or shall be absent from three consecutive meetings of the Board without reasonable cause or without leave of absence granted by the Board;
(vii) he or she dies.

i. Between Society Annual General Meetings any casual vacancy in the Trust Board may be filled by the remaining Trust Board members by majority vote and;
(i) the remaining Trustees shall have regard to the need to appoint persons interested in the Trust's objects and capable of assisting the Trust carrying out its objects by their concern, skill, expertise and professional standing in the earth science community or other relevant qualification; and
(ii) each such casual appointee shall be deemed to retire at the next Society Annual General Meeting (in addition to the longest serving Elected Trustee) and the provisions of paragraph d shall apply (including the right to offer themselves for re-election).

11. OFFICERS OF THE BOARD

a. The Board shall have the following officers:

(i) A Chairperson who shall be the Society's Immediate Past President ex officio.
(ii) A Secretary whose duties shall be to give notices of all meetings, to keep minutes and records of all meetings of the Board and of any committees, and to perform such other duties as the Board may direct and as are normally incidental to the office of Secretary.
(iii) A Treasurer who shall have the custody of the books of account of the Trust. It shall be the duty of the Treasurer to see that all statutory and other requirements with reference to the financial matters of the Trust are complied with and that the provisions of these Rules as to such matters are carried out so far as lies in his or her power, and to perform such other duties as the Board may determine and as are normally incidental to the office of a Treasurer.

b. If there are insufficient numbers of Trustees at any time for different people to take each of those roles, or if the Trustees by majority decision deem it advisable, then a Trustee may hold any two or all three of those roles.

c. Any other officer as the Board may from time to time think fit.


12. NOTICE OF NEW TRUSTEE

a. Every appointment of a new Trustee must be recorded in a memorandum signed by the chairperson of the meeting at which the appointment was made. The chairperson must sign the memorandum either in the presence of that meeting or at any time after that meeting, and his or her signature must be witnessed on the memorandum by at least two witnesses.

b. Any such memorandum may be in the form or to the effect of the First Schedule to the Charitable Trusts Act 1957, or as near thereto as circumstances will allow.

c. Every memorandum made under this rule of an appointment of new trustee shall, if it affects land under the Land Transfer Act 1952, be filed in a Land Registry Office.


13. ADVISORY TRUSTEES

a. The Trustees may by majority decision appoint up to five persons at any one time as Advisory Trustees to advise them on one or more aspects of the Trust's affairs.
b. Advisory Trustees may be removed by majority decision of the Trustees at any time without explanation.
c. Advisory Trustees may attend Trustee meetings but must not vote at such meetings.
d. Advisory Trustees share none of the rights or obligations of Trustees.
e. In appointing or removing Advisory Trustees the Trustees must consider (but are not bound by):

(i) the wishes of the Geological Society of New Zealand Incorporated; and
(ii) the wishes of the other Advisory Trustees (if any); and
(iii) the desirability of obtaining input from business and community representatives; and
(iv) the desirability of obtaining input from people with a demonstrated understanding of and commitment to the objects of the trust.

The Trustees may also consider such other matters as they think fit and are not obliged to give their reasons for making their decision.

f. Advisory trustees may be a sub-committee of the Geological Society of New Zealand Incorporated which sub-committee can invite nominations, sort applicants and recommend nominees on the basis of merit.


14. MEETINGS

a. The Trustees must meet at least once every year and, subject to the other provisions of this clause, the Trust Board members shall meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit.
b. A Trust Board meeting may be called at any time on the decision of a majority of Trustees.
c. At all meetings the Chairperson shall have the chair, or in his or her absence another Trustee duly elected shall have the chair. The Chairperson shall have a casting vote.
d. A resolution in writing signed by all the Trustees is as valid as if it had been passed at a meeting of the Trustees and the paragraphs of this clause 14 shall be read subject to this paragraph. Resolutions may be in any written form including fax and email.
e. The continuing Trust Board members may act notwithstanding any vacancy but if their number is reduced below the number fixed under these Rules as the necessary quorum the continuing Trust Board members shall act pursuant to clause 10 i for the purposes of increasing the number of Trust Board members to quorum level. 
f. The Trust Board may at any meeting appoint two or more members to be a committee for performing any specified task or transacting any business but every such act and proceeding of a committee shall be submitted to a Trust Board meeting for approval.

15. QUORUM

The quorum necessary for the transaction of Trust Board business is three (3).

16. RESOLUTIONS

a. Matters arising at any Trust Board meeting shall be decided by consensus, or if the Board fails to reach consensus, by a majority vote of Trust Board members present and voting. If there is equality of votes the chairperson of a meeting shall have a second or casting vote. 

b. A resolution in writing signed by all the Trustees is as valid as if it had been passed at a meeting of Trustees. Any such resolution may consist of several documents in like form each signed by one or more Trustees. A facsimile copy of any document showing the representation of the signature of any party is deemed to be an original.

17. POWERS

The Trustees have all the powers of a natural person to do all things required in pursuance of the Trust's objects including, but not limited to:

a. To purchase, take on lease, rent, or otherwise acquire any real or personal property.
b. To sell, exchange, maintain, improve, lease, hire, mortgage, dispose of, manage, control, invest, reserve, or otherwise deal with and turn to account any real or personal property vested in the Trust.
c. To borrow or raise money by any means and upon any conditions.
d. To make loans to any person, unincorporated body or corporation, whether secured or unsecured upon any terms.
e. To open and operate trading and savings accounts and other bank accounts of any nature.
f. To carry on business.
g. To employ staff, and engage agents and appoint representatives.
h. To apply for and acquire licences or permits.
i. To engage in prosecution, defend, and otherwise take any legal action or legal proceedings (including arbitration or mediation) on behalf of the Trust or any of its affiliated bodies and for that purpose to expend monies and employ solicitors, counsel and other advisers.
j. To join and affiliate with any person or other organisation of whatever kind and having similar objects so long as that person or other organisation does not have objects that prejudice or contravene the objects of the Trust.
k. To enter into any arrangement with any Government Body, Local Authority, Crown Research Institute, University, Technical Institute or Scientific Body or Society that facilitates any of the Trust's objects.
l. To edit, print, publish, and distribute magazines, posters, newspapers, books, pamphlets, and other literature.
m. To exercise all the other powers contained in the Trustee Act 1956.

The Trustees may exercise their powers in any manner and upon such terms and conditions as they think fit.

18. LIMITATION ON POWERS

In exercising their powers the Trustees must not authorise the use of Trust funds for the advancement of any purpose other than those stated in these Rules to be the objects of the Trust.

19. INDEMNITY OF TRUSTEES

a. Without prejudice to the right of indemnity by law given to Trustees the Trustees are entitled to be indemnified out of the Trust Fund:

(i) in respect of all liabilities and expenses incurred by them:

(A) in the execution or purported execution of the Trusts; or
(B) in the exercise of any powers authorities or discretions vested in them under this Deed; and

(ii) against all actions, proceedings, costs, claims and demands in respect of any matter or thing done or omitted or in anyway relating to the Trust Fund, other than a claim arising out of:

(A) a wilful, fraudulent or dishonest default; or
(B) a wilful, fraudulent or dishonest breach of trust.

b. The Trustees may retain and pay out of the Trust Fund all sums necessary to effect this indemnity.

c. The Trustees have a charge on the Trust Fund for all moneys payable to them under this rule or otherwise howsoever arising out of and in connection with the Trust.

20. SIGNATURE OF DOCUMENTS

a. Documents must be signed on behalf of the Trust only by the authority of a decision of the Trustees.
b. Documents must be signed by three Trustees.
c. Notwithstanding the preceding subclause of this rule, cheques shall be signed by at least two Trustees.

21. ALTERATION OF RULES

a. With the prior written approval of the Geological Society of New Zealand Incorporated these rules may be altered by unanimous decision of the Trustees recorded in writing.
b. However, no alteration, addition, deletion or substitution to the rules shall alter:

(i) the objects of the Trust; or
(ii) the benefits available to Trustees or to members of the Trust; or
(iii) the rules relating to winding up
unless the proposed alteration will not affect the charitable status of the Trust, which if reasonably possible must be established by obtaining the prior confirmation of the Inland Revenue Department.

c. Notice of any change alteration of the rules must given to the Registrar of Incorporated Societies in accordance with the Charitable Trusts Act 1957.

22. WINDING UP

a. Subject to the Trustees having first obtained the Society's written approval the Trust will be wound up if the Trustees unanimously resolve that it should be.

b. Upon winding up all costs, debts, and liabilities of the Trust must be met so far as the Trust Fund allows.

c. So much of the Trust Fund as then remains must be disposed of

(i) by gift to any other body or bodies within New Zealand which:

(A) share similar charitable objectives to the Trust; and
(B) are registered under the Charitable Trusts Act 1957; and
(C) have the same Inland Revenue Department approval as to charitable status as is held by the Trust; or

(ii) as is directed by a Judge of the High Court.

23. APPLICATION OF FUNDS

No funds shall be applied for any purpose outside New Zealand.

SIGNED as a true copy of the rules of the Trust by all the initial Trustees:

NAMES IN FULL 

NAMES IN FULL 

NAMES IN FULL