Our Trust Deed
[This Deed can be downloaded in Adobe PDF format]

TRISTAN LAWRENCE TUCKEY
TRISTAN LAWRENCE TUCKEY, PAUL ANTHONY SHANNON, BRUCE IAN SOUTHWICK AND PETER JOHN GRAHAM
DEED OF CHARITABLE TRUST BLUEORB CHARITABLE TRUST

DEED dated 2003
PARTIES

TRISTAN LAWRENCE TUCKEY, Internet Developer of Whangarei (“Settlor”)
TRISTAN LAWRENCE TUCKEY, Internet Developer of Whangarei, PAUL ANTHONY SHANNON, Internet Developer of Auckland, BRUCE IAN SOUTHWICK Photographer of Whangarei and PETER JOHN GRAHAM, Conservationist of Whangarei (“Trustees”)

INTRODUCTION
A. The Settlor desires to establish a charitable trust for the purposes of education, and for purposes beneficial to the Community, to:

(a) encourage a greater understanding of the New Zealand environment and its place in the global community through the use of new accessible and interactive technologies;

(b) further the appreciation and learning of New Zealanders, especially school aged children, through the presentation of environmental information on internet sites featuring web based documentaries and constantly updated visual still shots;

(c) promote the use of new wireless based technologies to initiate interest and research into the unique New Zealand landscape and wildlife and to assist the conservations efforts of the Department of Conservation.

B. The Settlor therefore wishes to declare a charitable trust to be known as the BLUEORB CHARITABLE TRUST which will have as its objectives the purposes described in this deed as Charitable Purposes.
C. In order to establish this trust the Settlor has paid the sum of $100.00 to the Trustees which the Trustees agree to hold upon the trusts declared in this deed.
D. It is contemplated that further donations and grants may be made to the Trust.

OPERATIVE PART RECITALS
1. DEFINITIONS In this Deed unless the context otherwise requires: “Balance Date” means 31 March or any other date adopted from time to time by the
Trustees as the end of the Trust’s Financial Year;
“Chairperson” means the Trustee elected as chairperson pursuant to rule 4 of Schedule I; “Charitable Purposes” means each of the following purposes:


(a) Encouraging, promoting and supporting the use of new and established technologies to make the unique natural environment of New Zealand more accessible to the public of New Zealand.

(b) Promoting, assisting and initiating research in New Zealand on the use of wireless technologies in the study of the New Zealand wildlife and environment including the provision of such financial assistance as may be necessary to enable or assist such research.

(c) Promoting supporting and initiating research in New Zealand on the native wildlife of New Zealand and educating and informing different communities about the results of such research via web based media.

(d) Providing a forum for information from international contributors on the global community for the purpose of educating the New Zealand public;

(e) Encouraging, promoting and supporting the use of new and established technologies to make the natural environments of other countries more accessible to the public of New Zealand and to provide a New Zealand perspective of such environments.

(f) Educating, instructing and assisting in the education and instruction of persons in New Zealand in all forms of internet and wireless technology and other forms of information transmission by every appropriate means for the purpose of recording and relaying images and information on the global natural and cultural environment.

(g) Encouraging promoting and supporting within New Zealand other exclusively charitable purposes which are beneficial to the community.

(h) Doing such other lawful acts and things as are incidental to or conducive to the attainment of any of the foregoing activities;

(i) Generally

(i) Co-operating with any other person or persons, body, service, institution, company, corporation, club, society, local, territorial or statutory body or government department in order to promote achieve, support or maintain any of the foregoing activities and otherwise making known the activities and objectives of the Trust and the exhibitions by such means as the Trustees think fit;

(ii) Seeking, accepting and receiving any funds -including subscriptions, donations, subsidies, grants, endowments, gifts, legacies, loans and bequests in money, in kind or partly in both for the purposes of the Trust;

(iii) Carrying out fund raising schemes and charitable projects for the purposes of the Trust, including exhibitions and competitions;

(iv) Establishing, promoting and fostering workshops and other educational activities;

(v) Making known and advertising the Trust and its purposes by such use of the media as the Trustees may decide;

(vi) Doing such other lawful acts and things as are incidental to or conducive to the attainment of the foregoing activities;

PROVIDED HOWEVER that if by reason of any alteration in the law relating to income tax it is at any time necessary to amend such purposes in order to preserve the right to exemption from income tax of the kind referred to in ss CB4(1)(c) and CB4(1)(e) of the Income Tax Act 1994 such purposes shall thereupon be deemed to be amended to the extent necessary.
“Deed” means this deed and includes the Schedules and any amendments;
“Financial Year” means any year or other accounting period ending on a Balance Date;
“Month” means a calendar month;
“persons” includes any individual, corporation, partnership, joint venture, association, trust, organisation, government department or local authorities;
“Secretary/Treasurer” means the person appointed as secretary/treasurer pursuant to rule 18 of Schedule I;
“Special Resolution” means a resolution of Trustees passed by a majority of not less than two-thirds of the Trustees present at the meeting at which the Special Resolution is passed and entitled to vote;
“the Trust” means the BLUEORB CHARITABLE TRUST established by this Deed;
“Trustees” means the trustees for the time being of the Trust;
“Trust Fund” means the sum of $100.00 and all other monies or property or whatever kind hereafter paid, given, or transferred to, vested in, or purchased or acquired by (or agreed to be transferred to or purchased or acquired by) the Trustees to be held upon the Trusts hereby declared and any accumulations of income therefrom and all monies, investments and property of whatever kind from time to time representing the same.
2. CONSTRUCTION: In this Deed, unless the context otherwise requires:
references to one gender include the other gender;
references to the singular include the plural and vice versa;
the headings and the index shall not affect the construction of the Deed;
references to clauses are references to clauses of the Deed and references to schedules are references to Schedules to this Deed;
references to a statute include references to regulations, orders or notices made under or pursuant to such statute. References to any statute, regulation, order or other statutory instrument or by-law shall be deemed to be references to the statute, regulation, order, instrument or by-law as from time to time amended and includes substituted provisions that substantially correspond to those referred to;
words, terms or expressions which are defined in the Act but are not defined in this Deed shall have the meaning attributed to them in the Act.

3. NAME OF THE TRUST
The Trust shall be known as the BLUEORB CHARITABLE TRUST or by such other name as the Trustees may determine from time to time.
4. DECLARATION OF TRUST
The Settlor hereby declares that the Trustees shall stand possessed of the Trust Fund upon the trusts and for the purposes and with the powers, authorities and discretions set out in this Deed.
5. APPLICATION OF INCOME AND CAPITAL
The Trustees shall stand possessed of the capital and income of the Trust Fund
UPON TRUST:

(a) to pay from and out of the income or capital of the Trust Fund all fees costs and disbursements of and incidental to the administration of the Trust Fund;

(b) to apply the income and capital of the Trust Fund not applied under clause 5.1(a) above at such time or times as they may in their absolute discretion think fit for all or any one or more of the Charitable Purposes.

6. APPOINTMENT, RETIREMENT AND PROCEEDINGS OF TRUSTEES
The rules set forth in Schedule I hereto (with such amendments, deletions and additions thereto as may be permitted by this Deed or at law) shall govern the appointment, retirement and proceedings of the Trustees and associated matters.
7. TRUSTEES’ POWERS
7.1 Subject to the express terms of this Deed (and without limiting the generality of the foregoing) the Trustees shall have in relation to the Trust Fund and the income arising from the Trust Fund all the same powers as a natural person acting as beneficial owner of the property from time to time comprising the Trust Fund.
7.2 Without limiting the generality of the preceding paragraph and merely by way of example the Trustees shall have the powers set out in Schedule II to this Deed which may be exercised either alone or jointly with any other person.
Notwithstanding the provisions of s 13C of the Trustee Act 1956 and the likelihood that the Trustees will from time to time include persons whose profession, employment or business is or includes acting as a trustee or investing money on behalf of others, the care diligence and skill to be exercised by the Trustees in exercising any power of investment shall not be that required of such persons by s 13C of the Trustee Act 1956 but shall at all times be the care, diligence and skill that a prudent person of business would exercise in managing the affairs of others.
DUTIES OF THE TRUSTEES

8.1 In addition to the duties arising out of and incidental to the trusts declared by this deed the Trustees shall:

(a) actively promote the work of the Trust:
(b) acquire, by way of purchase, lease, gift or bequest any real or personal property for the purposes of the Trust;
(c) ensure that full and correct records and accounts of all the financial transactions of the Trust and its assets, liabilities and funds are kept;
(d) after the end of each Financial Year cause to be prepared financial statements which comply with the Financial Reporting Act 1993 or any enactment modifying or replacing the same giving a true and fair view of the financial affairs of the Trust for that Financial Year AND if the Trustees think fit cause those financial statements to be audited AND all costs and expenses incurred by the Trustees in carrying out their duties under this clause 8 shall be payable out of the Trust Fund.
9. REMUNERATION AND EXPENSES
9.1 No private pecuniary profit: No private pecuniary profit shall be made by any person from the Trust, except that;

(a) any Trustee may receive full reimbursement for all expenses properly incurred by that Trustee or in the exercise of his or her powers and duties under this Deed;

(b) a Trustee may be paid such reasonable and proper remuneration in return for services actually rendered to the Trust as may be normal if he or she not been a Trustee of 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 the 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 undertaking with which the Trust Board may be in any way concerned or involved for which that Trustee has acted in any capacity whatever, notwithstanding that that Trustee’s connection with that company or undertaking is in any way attributable to that Trustee’s connection with the Trust.

9.2 The payments of remuneration and expenses to the Trustees pursuant to clause 9.1 shall be paid out of the Trust Fund, or any other fund available for that purpose.
10. RESTRICTIONS ON BENEFIT FROM THE TRUST
10.1 If the Trustees shall carry on any business for the purposes of the trusts hereof no Trustee shall have and no other person shall have power to determine, or to materially influence in any way the determination of, in respect of that business, the nature or the amount of any benefit or advantage, whether or not convertible into money, or any income of any of the kinds referred to in ss BB4, CC1, CD1, CD2, CE1, CE3, CF1 and CH1 of the Income Tax Act 1994, (collectively called “Benefits”) which may be afforded to, or received, gained, achieved, or derived by any person who falls within a category referred to in the second proviso to s CB4(1)(e) of the Income Tax Act 1994, being Benefits which have the effect that such business income ceases to be exempt income pursuant to s CB4(1)(e) of that Act.
11. VARIATION OF THE TRUST
11.1 The Trustees shall have power by Special Resolution of which notice to propose the same shall have been given in the notice convening the meeting (but which notice may also be amended or varied by the meeting at which the Special Resolution is to be considered or by an adjourned meeting) to:

(a) add to or vary the objects of the Trust provided no change may be made which would deprive the Trust of its character or nature as a charitable trust with Charitable Purposes to be performed in New Zealand;

(b) amend this Deed in any other way necessary to obtain or maintain the general charitable or tax charitable status of the Trust;

(c) enlarge, amend or revoke their powers, authorities and discretions as set forth in clause 7 and Schedule II (subject always to the terms of this Deed and the limitation set out in clause 11.1(a));

(d) rescind amend or add to the rules set forth in Schedule I provided that no rescission amendment or addition shall conflict with any of the provisions of the Operative Part of this deed or Schedule II;

(e) amalgamate and merge the Trust with any other charitable trust having the same or similar objects and agree to any changes to the provisions of this Deed necessary or desirable to enable or facilitate such amalgamation and merger. The Trustees may not resolve to amalgamate or merge the Trust unless they are first satisfied that after such amalgamation or merger the Trust Fund will only be applied for Charitable Purposes within New Zealand. The Trustees may transfer all the property of the Trust to such amalgamated and merged trust and upon such transfer the Trustees shall be released and discharged from any further obligation as Trustees in respect of the property of the Trust so transferred;

(f) wind up the Trust.


11.2 This clause 11 shall not confer power to amend this deed in such a way that the matters requiring a Special Resolution of Trustees can be determined by any lesser majority.

12. DISTRIBUTION OF ASSETS ON WINDING UP

On the winding up of the Trust, all surplus assets after the payment of all costs, debts and liabilities shall be paid, applied or appropriated to or for charitable organisations or charitable purposes within New Zealand.
13. LIABILITY
13.1 No Trustee acting or purporting to act in the execution of the trusts of this Deed shall be liable for any loss not attributable to that Trustee’s own dishonesty or to the wilful commission or omission by the Trustee of an act not known by that Trustee to be a breach of trust. In particular no Trustee shall be bound to take, or be liable for failure to take, any proceedings against a co-Trustee for any breach or alleged breach of trust committed by such co-Trustee.
13.2 Each Trustee shall be chargeable only for such moneys as shall have actually been received by that Trustee although that Trustee may have joined in any receipt for money received by any other Trustee. No Trustee shall be answerable for the acts of any other Trustee nor for any loss which may arise by reason of any Trust Funds


EXECUTED as a deed SIGNED by TRISTAN LAWRENCE TUCKEY as Settlor In the presence of: Signature of TRISTAN LAWRENCE TUCKEY Signature of witness Name of witness Occupation of witness City/town of residence


SIGNED by BRUCE IAN SOUTHWICK as Trustee In the presence of:
Signature of BRUCE IAN SOUTHWICK
Signature of witness
Name of witness
Occupation of witness
City/town of residence
SCHEDULE I
RULES GOVERNING THE APPOINTMENT, RETIREMENT AND PROCEEDINGS OF THE TRUSTEES
1. NUMBER OF TRUSTEES
1.1 The number of Trustees shall be not less than two nor more than six PROVIDED THAT if at any time there are less than the minimum number of Trustees in office specified for that period the remaining Trustee shall be entitled to appoint by way of Special Resolution an additional Trustee to restore the number of Trustees to the minimum number AND no other act or decision of the remaining Trustee (while there are less than the minimum number of Trustees in office specified for that period) shall be a valid act or decision under this Deed.
1.2 The first Trustees shall be the persons signing this deed as Trustees.
By Special Resolution of the continuing Trustees any Trustee may be removed from office and/or any person appointed to the office of Trustee.
ELIGIBILITY

2.1 The following persons shall not be eligible for appointment as a Trustee and may not hold office as a Trustee:

(a) a bankrupt who has not obtained a final order of discharge or whose order of discharge has been suspended for a term not yet expired, or is subject to a condition not yet fulfilled, or to any order under s 111 of the Insolvency Act 1967;

(b) a person who has been convicted of any offence punishable by a term of imprisonment of two or more years unless that person has obtained a pardon or has served the sentence or otherwise suffered the sentence imposed upon that person;

(c) a person who has been sentenced to imprisonment for any offence unless that person has obtained a pardon or has served the sentence;

(d) a person who is disqualified under s 151 of the Companies Act 1993 from being a director or a company;

(e) a person who is mentally disordered within the meaning of the Mental Health (Compulsory Assessment and Treatment) Act 1992 or any enactment amending or replacing that Act;

(f) a person who is subject to a property order made under s 30 or s 31 of the Protection of Personal and Property Rights Act 1988.

2.2 A person shall not be disqualified from appointment and may continue to hold that office:

(a) in any case to which rule 2.1(b) applies, until the expiration of the time for appealing against the conviction and, in the event of an appeal against conviction, until the appeal has been determined;

(b) in any case to which rule 2.1(c) applies, until the expiration of the time for appealing against the sentence of imprisonment and, in the event of an appeal, until the appeal has been determined.

3. TERM OF OFFICE
3.1 A Trustee shall cease to hold office if:

(a) the Trustee resigns by written notice to the Trustees;

(b) the Trustee is ineligible for appointment as a Trustee pursuant to rule 2.1;

(c) the Trustee dies while holding office as a Trustee;

(d) the Trustee is removed from his office as Trustee pursuant to rule 1.3.

3.2 The provisions of rule 2.2 shall apply, mutatis mutandis, to rule 3.1. During any appeal period the Trustee shall be deemed to have taken leave of absence and shall not be capable of acting as a Trustee. If the conviction or sentence of imprisonment (as the case may be) is not upheld the Trustee shall be immediately reinstated. If the conviction or sentence (as the case may be) is upheld the disqualification as Trustee shall take immediate effect.
Upon every appointment, reappointment, retirement or cessation of office of any Trustee the Trustees shall cause an entry thereof to be recorded in the minute book of the Trust.
CHAIRPERSON

The Trustees at their annual general meeting shall elect one of the Trustees as for that meeting and at any other meeting of Trustees at which the Chairperson is present.
QUORUM

A quorum at meetings of the Trustees shall comprise three Trustees unless at any time there are less than three Trustees holding office in which case the number of Trustees holding office shall constitute the quorum.
VALIDITY OF PROCEEDINGS

All acts done by any meeting of Trustees or of a committee of Trustees or by any person acting as a Trustee shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Trustee or person acting as aforesaid or that they or any of them were for any reason disqualified, be as valid as if such person had been duly appointed and was qualified to be a Trustee.
RESCISSION OR VARIATION OF RESOLUTIONS

Any resolution of the Trustees may be rescinded or varied from time to time by the Trustees at any subsequent meeting by the same majority as was necessary to pass the resolution being rescinded or varied.
MEETINGS OF TRUSTEES

8.1 Within four (4) months of the end of each Financial Year the Trustees shall hold an annual general meeting.
8.2 The Secretary/Treasurer shall give no less than thirty (30) days notice of the annual general meeting to the Trustees such notice to specify the date, time and place of the annual general meeting.
8.3 The business is to be transacted at the annual general meeting shall be the receipt of the annual report, accounts, appointment of the auditor and the setting of the remuneration (if any) of Trustees. Any other business shall be deemed special business and shall be dealt with in accordance with rule 8.4.
8.4 Notice in writing of any special business shall be given to the Secretary/Treasurer no less than twenty one (21) days prior to the annual general meeting. The Secretary/Treasurer shall circulate an agenda, including all special business, to the Trustees no later than fourteen (14) days prior to the annual general meeting.
8.5 The Trustees shall otherwise meet at such times and places as they may agree to dispatch the business of the Trust. The Trustees shall be entitled to develop standing orders for the conduct of such meetings.
Any two (2) or more Trustees may at any time summon a meeting of Trustees.
NOTICE OF MEETINGS

9.1 Notice in writing of every meeting shall be delivered or sent by post or facsimile to each Trustee by the Secretary/Treasurer or other person acting under the direction of the Trustees. In the case of a meeting summoned pursuant to rule 8.6, the Trustees, persons summoning it or the secretary or other person acting under the direction of the Trustees shall give at least seven (7) working days notice of that meeting. No notice shall be necessary for adjourned meetings except to Trustees not present when the meeting was adjourned.
10. CONTENT OF NOTICE

10.1 Every notice of meeting shall state the place, day, and hour of the meeting and every notice of a meeting summoned pursuant to rule 8.6 shall state the matters to be discussed at that meeting. Notice of any meeting may be abridged or waived if all the Trustees who are for the time being in New Zealand consent in writing to such abridgement or waiver.

11. COMMITTEES


11.1 The Trustees may from time to time appoint any one or more Trustees to be a committee for making any inquiry, for considering supervising or transacting any business of the Trust, for the investment and management of the Trust Funds or any part thereof, or for the performance of any duty or function which in the opinion of the Trustees will further the purposes and objects of the Trust. Subject to these rules and to any directions from time to time given by the Trustees every such committee may regulate its own procedure but so that a quorum at any meeting of the committee will be a majority of its members for the time being.

12. VOTING

12.1 Except as otherwise provided in this Deed and subject to the quorum requirements as to meetings, the Trustees shall exercise their powers and discretions by a simple majority vote of the Trustees present.

12.2 The Chairperson shall not have a casting vote in addition to his or her deliberative vote.

13. INTERESTED TRUSTEES

13.1 A Trustee who in any way, whether directly or indirectly, has a material interest in any contract or proposed contract or arrangement or dealing with the Trust shall disclose




SCHEDULE II
TRUSTEES’ SPECIFIC POWERS
In furtherance of the exclusively charitable objects, aims and purposes, the Trustees shall have the power to:

(a) Invest the Trust Fund or any portion thereof, notwithstanding that it may be subject to any liability, in any property in New Zealand.

(b) Sell all or any part of the property comprising the Trust Fund at such price as shall be no less than current market rates, with power to allow a part of the purchase money to remain owing as a debt to the Trust.

(c) Retain property forming part of the Trust Fund.

(d) Borrow moneys on such terms as shall be reasonable and proper.

(e) Lease or to take on lease or licence any property on such terms and subject to such conditions as they think fit and to accept or effect such surrenders of leases and licences as they think fit.

(f) Lend moneys on such terms and subject to such conditions as shall be no less than current market rates.

PROVIDED THAT the trustees shall not exercise the powers in sub-clauses (e) or (f) to lend money nor lease property or assets at less than current commercial rates, having regard to the nature and term of the loan or lease, to any person (as referred to in s CB4(1)(e) of the Income Tax Act 1994):

(i) who is a Settlor or Trustee of the trust; or

(ii) who is a shareholder or director of any company by which any business of the trust is carried on; or

(iii) who is a settlor or trustee of a trust that is a shareholder or any company by which any business of the trust is carried on; or
(iv) if that person or that company and the settlor or trustee or shareholder or director referred to in any of the foregoing paragraphs of this proviso are associated persons (as that term is defined in the Income Tax Act 1994.

(g) Maintain manage repair improve and develop any property which or an interest in which for the time being forms part of the Trust Fund in such manner as shall be reasonable and proper and purchase any property for the purposes of the Trust Fund.
(h) Employ and pay any person at reasonable and proper market rates (including any Trustee) to do any act of a professional nature relating to the Trust, including the receipt and payment of money PROVIDED THAT no trustee who is a person referred to in clauses (a) to (d) inclusive in the second proviso to s CB4(1)(e) of the Income Tax Act 1994 shall in any way (whether directly or indirectly) materially influence or determine any income, benefit or advantage that he or she may receive from the business operations of the trust.
(i) Open an account or accounts at any time or times in any name or names and either on their own behalf or jointly with another at any bank and to overdraw any such account with or without giving security and in addition to the powers conferred by s 81 of the Trustee Act 1956 to make arrangements with any Bank for any one or more of the following, namely, the Trustees and/or any delegate or delegates named in writing by all the Trustees to operate upon any account at that Bank. All sums of money received on account of the Trust shall be forthwith paid into the credit of such account or accounts. All negotiable instruments and all receipts for money paid to the Trust shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as shall be proper.
(j) Insure against loss or damage by any cause whatsoever any insurable property to any amount not exceeding the full insurable value thereof or the full replacement value thereof as the Trustees may in their absolute discretion from time to time think fit.
(k) Enter into contracts of any nature whatsoever for the purpose of protecting maintaining or enhancing the value of all or any assets acquired or held by the Trustees or which the Trustees have the right to acquire or hold.
(l) Delegate any of the powers and duties to any committee or committees consisting of such of the Trustees (or such other persons) as they may appoint for such purpose.
(m) Subject to the provisions of this Deed, to exercise all the voting powers attaching to any shares forming part of the Trust Fund including to consider any recommendations made by the directors of any company on any proposal relating to any reconstruction or amalgamation or merger of the company or any subsidiary or any modification of the rights of shareholders or any increase or reduction of capital or other dealing with the shares and after giving due and proper consideration to the recommendations of the directors to make a decision in respect of any such proposal as shall be for the benefit of or in the interests of the Trust Fund.
(n) Do such other acts and things as shall be incidental or conducive to the attainment of the purposes of the Trust.
(o) Apply for incorporation as a Charitable Trust Board under the Charitable Trusts Act 1957.