Destination Great Barrier Island Charitable Trust Deed THIS DEED is made the BETWEEN Name 8th day of March Address A J Christiansen K Stowell M Brown S Billingham M Harris J Hunter L Hyde M Greig R McKenzie 771 Whangaparapara Rd, GBI Aotea Rd, Port Fitzroy, GBI 5 The Lane, Medlands, GBI 172 Gray Rd, GBI 38 Puriri Bay Rd, GBI Wynyard Wharf, Auckland 99 Quay St, Auckland Auckland Airport Domestic Terminal Auckland Airport Domestic Terminal 2013 Occupation Management Consultant Tourism Operator Parent Tourism Operator Lodge Owner Marketing Manager Sealink Administrator Fullers Operator Great Barrier Airlines Operator Fly My Sky WHEREAS: A. The parties to this Deed wish to establish a charitable trust (in this Deed referred to as "the Trust") for the purposes described in Clause 3 of this Deed, and B. The parties to this deed have agreed to contribute the sum of one dollar each to establish the Trust; and C. They have agreed to enter into this Deed specifying the purposes of the Trust and providing for its control and government. Clause 1. Name: The name of the trust is Destination Great Barrier Island hereafter called ‘the Trust’. Clause 2. Mission Statement To grow the Great Barrier Island economy through growth in Tourism Clause 3. Objectives and actions: The Trust shall 1. Work with and for all stakeholders involved in Tourism on Great Barrier Island to promote growth in tourism. 2. Establish visitor statistics and report on same. 3. Obtain feedback from visitors to enable changes to be made to improve the visitor experience 4. Seek cost efficient ways to promote Great Barrier Island as a tourist destination by working with other relevant organisations and in particular ATEED and the Local Board. 5. Maintain an up to date major events calendar and provide logistical and promotional support to major event organisers, where required to ensure such events contribute positively to the Great Barrier Island economy. 6. Improve the availability and quality of web based information for tourists interested in visiting Great Barrier Island 7. Seek funding from the Local Board, from individual service providers and from any other sources to assist in meeting the objectives of the Trust. 8. To undertake any other activities which the Trustees agree on and which are in line with the Mission Statement and objectives. Clause 4. Area of Operation: Great Barrier Island and New Zealand in general. Clause 5. Registered Office: Clause 6. Makeup of the Board: 6.1 The registered office of the Trust shall be on Great Barrier Island and as determined by the Board from time to time. The Trust shall have a minimum number of two trustees and a maximum number of twelve trustees. The Trust shall have a chairperson, secretary and treasurer. All positions shall be for a one year term. Nominations for each position shall be called for prior to each annual general meeting and if there is more than one nomination for a position a vote of all trustees present at the AGM shall be held. 6.2 6.3:       The number of Trustees shall be limited to twelve. Trustees shall be appointed as individuals or as representatives of specific service providers or organisations as below. Sealink Fullers Great Barrier Airlines Fly My Sky Local Iwi Five Trustees representing a cross section of Tourism service providers on Great Barrier Island. In addition a representative from each of ATEED, D.O.C. and the Local Board may attend any meetings of the Board of Trustees. Changes to the makeup of the Board will require a resolution to be passed by trustees at an AGM or SGM. 6.4: The specific service providers shall nominate a representative as their Trustee and may change their representative at any time. Nominations for the five individual representatives shall be called for from the public (members) and where necessary a vote shall be held at the AGM. All attendees at the AGM including existing trustees and members will be eligible to vote. 6.5: If any trustees resign at any time the existing trustees may elect a new trustee to serve out until the next AGM. 6.6: Any trustee may have their trustee status terminated if a majority of the trustees so determine. This could be by a resolution at a special general meeting attended by at least eight trustees or by a postal ballot. 6.7: The Board of Trustees shall be known as the Destination Great Barrier Island Board. (or in short form Destination Barrier Board) 6.8: In addition to the trustees members of the public, with an interest in the Great Barrier Island Tourist industry (the beneficiaries) will be invited to attend general meetings and will have speaking rights. Clause 7. Operation of Board Meetings. 7.1.1 Board meetings shall require a quorum of 5 trustees. 7.1.3 In general decisions shall be by consensus but where a consensus agreement cannot be reached the Chairperson may request a resolution and put this to the vote. Decisions shall be based on a simple majority with the Chairperson having the right to use a casting vote if required. 7.1.5 If the Chairperson is unable to attend a meeting nominations for an acting chair shall be called for and if necessary a vote taken. 7.2 A minimum of four Board meetings shall be held annually with an AGM held no later than 14 months after the previous AGM. 7.3 Minutes of all Board meetings shall be written and circulated to all trustees in a timely manner. The minutes shall be tabled at the next meeting and any errors or corrections noted to ensure that the minutes are a true and correct record of proceedings. 7.4 Minutes will be circulated to all members. Clause 8. Powers of the Board: In addition to the powers provided by the general law of NZ or contained in the Trustee Act 1956 the Board shall: a) Have the power to raise and spend funds in any way which supports the objectives of the Trust. The Board has the power to employ people and consultants, if and as required. b) Invest surplus funds in any way permitted by law for the investment of charitable trust funds and upon such terms as the Board thinks fit c) Do all things as may from time to time be necessary or desirable to enable the Board to give effect to and achieve the charitable purposes of the Trust. Clause 9. Pecuniary Benefit:  Trustees shall work on a voluntary basis and shall receive no remuneration of any kind for their work on behalf of the Trust.  Trustees may be reimbursed for legitimate expenses where this is agreed to in advance by the Trustees.  Where a Trustee, or one of their family members (including some members of extended family) may benefit financially from a decision of the Trust they must not participate in or influence any such decisions  In general family members of Trustees shall not be entitled to be paid for any work for the Board but where agreed by the Trustees any payments to members or their families must be made at no more than “market rates” but may be at less than market rates. Clause 10. Delegation: The Board may delegate specific day to day management of the Trust’s affairs to a subcommittee or to an employee but the Board retains the ultimate responsibility for all decisions made. Clause 11. Financial Arrangements: 11.1 The financial year shall be the 1st July to 30th June. 11.2 Any expenditure must be agreed to by the Trustees in advance. 11.3 Any cheques must be signed by any two authorised Trustees. 11.4 The Trustees shall determine on the investing of any funds surplus to short term requirements. 11.5 Annual Accounts The treasurer shall maintain up to date financial accounts and prepare and circulate full annual accounts at least two weeks prior to the AGM. 11.6 The Trustees may decide to have the Accounts audited from time to time or as and when necessary. Clause 12. Mediation/arbitration: In the event that any individual Trustee or group of Trustees is unhappy with any decision or decisions of the Board then, in the event of no satisfactory resolution being able to be reached, they may request that the issue be brought before arbitration. If possible the parties should agree on an individual as an arbiter but if this is not possible then each party may nominate one person of repute (preferably a local JP) to address the matter. Any decision of the arbiters shall be binding on all parties. Clause 13. Trustee Liability: It is declared that: 13.1 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 13.2 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; 13.3 No trustees shall be liable personally for the maintenance, repair, or insurance of any charges on such property; 13.4 No trustees hereof shall be liable for any loss arising from any cause whatsoever including a breach of the duties imposed by Section 13B 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: 13.4.1 to his or her own dishonesty; or 13.4.2 To the willful commission by him or her of an act known by him/her to be a breach of trust. And pursuant to section 13D of the Trustees Act 1956 it is intended by this clause that the duties imposed by Section 13B and 13C of the Trustees Act 1956 shall not apply to any Trustee hereof. 13.5 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. 13.6 Notwithstanding the procedure or otherwise of retaining assets in the Trust Fund no Trustee shall be liable for nay loss suffered by the Trust Fund by reason of the Trustees retaining any asset forming part of the Trust Fund. 13.7 The Trustees shall from time to time and at all times be indemnified by and out of 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 and about any claim, demand, action, proceeding or defence at law or in equity in which they may be joined as a party. Clause 14. Winding Up: In the event that the Trustees agree on the winding up of the Trust then they may also nominate any other charitable organization to receive any surplus funds after all outstanding expenses are met. IN WITNESS OF WHICH this Deed has been executed: Anthony J Christiansen SIGNED by the above named ) ) __________________________ as Trustee in the presence of: ) __________________________ Full Name of Witness: ………………………………………………… Occupation: ………………………………… Residential address: ………………………………………… Steve Billingham SIGNED by the above named ) ) __________________________ as Trustee in the presence of: ) __________________________ Full Name of Witness: ………………………………………………… Occupation: ………………………………… Residential address: ………………………………………… Mike Brown SIGNED by the above named ) ) __________________________ as Trustee in the presence of: ) __________________________ Full Name of Witness: ………………………………………………… Occupation: ………………………………… Residential address: ………………………………………… “A” This is the document marked “A” referred to in the annexed declaration of .......................................... made at this ……………………. day of …………….…………..…, 2012 before me …………………………