CC46249 Prepared by John Shrapnell 17 February, 2011

THIS DEED is made this eighth day of February 2011
John Shrapnell 27 Hanover St, Wadestown Publisher

A The party to this Deed wishes 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 party to this deed has agreed to contribute the sum of one dollar to establish the Trust; and
C has agreed to enter into this Deed specifying the purposes of the Trust and providing for its control and
D The person named above as the party to this Deed comprise the founding Trust Board Member.
He shall be deemed to have been appointed as from the execution of this Deed.

The name of the Trust is the Wellington City MenzShed Charitable Trust, hereafter called 'the Trust'.

The purpose of the Trust is to provide an environment for the older and isolated men of Wellington
where they can find companionship, develop new skills, and use their talents to benefit society are large.
In particular it will:
2.1 promote the benefits of personal growth as affecting the community and family;
2.2 facilitate the understanding of men's issues by the community;
2.3 run educational courses and support groups to further this purpose; and
2.4 provide other support and assistance consistent with this charitable purpose.

The Trust shall:
3.1 ensure that any property or facilities acquired or operated by the Trust will be used for the benefit of the community.
3.2 ensure that any income acquired that exceeds the normal operating requirements, will be used to
improve or add to the Trust's facilities.
3.3 respect the cultural diversity of people and encourage people from all sections of the community to
utilise the Trust's facilities and services;
3.4 inspire people to reach their full potential;
3.5 work cooperatively with others in the community development area; and
3.6 maintain the highest standards of professionalism and integrity.

4.1 Membership of the Trust is available to any person that supports the purposes of the Trust and who pays the annual subscription that shall be set from time to time by the Trustees.
4.2 Membership of the Trust can be rescinded if a two-thirds majority of the Trustees decide that the
member's behaviour is contrary to the best interest of the Trust.
4.4 Members are entitled to attend the Annual General Meeting or any other public meetings called by the
4.5 The management of the Trust shall be by the elected Board of Trustees.
4.6 Members may propose and elect people to be Trustees, subject to section 9 of this Deed.

5.1 Every member or Trustee shall be entitled to one vote at the Annual General Meeting, and any Special General meeting or any public meeting.

6.1 The Board of Trustees shall set the subscription rate for the forthcoming year at each Annual General

The activities of the Trust will be limited to Aotearoa New Zealand.

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

9.1 The Board will comprise of at least one and no more than ten (10) Trustees.
9.2. Should the number of applicants exceed the maximum number of trustees as stipulated in 9.1 the
selection of the 10 trustees shall be by ballot.
9.3 The appointment of each Trustee shall expire three (3) years from the date of appointment, always
provided that the member shall be eligible for reappointment.
9.4 At the inaugural meeting of the Trust Board, the Trustee will invite members to elect from among
themselves further Trustees to become a Chairperson, a Secretary and Treasurer. The positions of
Secretary and Treasurer may be combined.
9.5 At subsequent public meetings the election of Chairman, Secretary and/or Treasurer, when required,
shall be made by the membership as a whole.
9.6 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.
9.7 The Board will have the power to fill any vacancy that arises or to appoint any additional trustees subject to clauses 9.1 and 9.2. Such Board appointment will be regarded as temporary and will only remain valid until the next Annual General Meeting of the Trust.
9.8 The Board may continue to act notwithstanding any vacancy, but if their number is reduced below
minimum number of trustees as stated in 9.1, the continuing trustees may act for the purpose of
increasing the number of trustees to that minimum but for no other purpose.
9.9 The Board may, by a motion decided by a two-thirds majority of votes, terminate a person's position as a Trustee, if it believes that such action is in the best interests of the Trust. Note the person will remain an ordinary member of the Trust unless clause 4.3 is invoked.
9.10 The name of the Board shall be the City MenzShed Board of Trustees.

The appointment of any Trustee shall immediately cease if:
10.1 the trustee is absent without leave from all meetings of the Trust for a period of more than six (6) months
10.2 in the opinion of the majority of Trustees the member has been guilty of misconduct likely to reflect
unfavourably or damage the reputation of the Trust 10.3 the member resigns in writing;
10.3 the member is declared bankrupt;
10.4 the member is found to be a mentally disordered person within the meaning of the Mental Health
(Compulsory Assessment and Treatment) Act 1992 or subsequent enactment.
10.5 The member dies.

11.1 The procedure for Board meetings will be as follows:
11.1.1 A quorum will be at least half of its members.
11.1.2 If a Trustee, including an office-bearer, fails to attend three (3) consecutive meetings of the
Board without leave of absence that member may, at the discretion and on decision of the
Board, be removed from any office of the Trust, which she or he holds.
11.1.3 All questions will, if possible, be decided by consensus. If a consensus cannot be reached then a
decision will be made on a majority vote by show of hands, unless otherwise determined by the
11.1.4 If the voting is tied, the motion will be lost.
11.1.5 In the absence of the Chairperson, the Board will elect a person to chair the meeting from
among the Trustees present.
11.2 The Board will meet at least three (3) times 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, in writing or by email.
11.3 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
11.3.1 the names of those present;
11.3.2 all decisions made by the Board; and
11.3.3 any other matters discussed at the meeting.
11.4 The Board shall hold an Annual General Meeting within two (2) months of the end of its financial year.At that meeting the Board will report to the members on its activities, the state of its finances and will
allow discussion of any matter pertinent to the membership. The meeting will also enable the election of
new Trustees, if required.

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
12.1 to receive funds from individuals or organisations given for the charitable purposes of the Trust.
12.2 to use the funds of the Trust as the Board thinks necessary or expedient in payment of the costs
and expenses of the Trust, including the employment and dismissal of professional advisors, agents,
officers and staff, according to principles of good employment and the Employment Relations Act 2000
or any subsequent enactment;
12.3 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;
12.4 to 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;
12.5 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
12.6 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.

13.1 members may be paid for services to the society, or be reimbursed for legitimate expenses.
13.2 where a member, their family members (including some members of extended family) may benefit
financially from a decision of the Society they must not participate in or influence any such decisions.
13.3 any payments to members or their families must be made at no more than "market rates" but may be atless than market rates.
13.4 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.

14.1 The Board may from time to time appoint a committee of its members and may delegate any of its
powers the Board exercises or perform the delegated powers or duties in the same way and with the
same effect as the Board could itself have done.
14.2 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.
14.3 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.
14.4 It will not be necessary for any person, who is appointed to be a member of any such committee,
to whom such delegation is made, to be a Trustee.

15.1 The financial year of the Trust will be from 1 April to 31 March of the following year.
15.2 At the first meeting of the founding Trustees, the Board will decide by resolution the following: 15.2.1 how money will be received by the Trust;
15.2.2 who will be entitled to produce receipts;
15.2.3 what bank accounts it will operate, including the purposes of and access to accounts;
15.2.4 who will be allowed to authorise the production of cheques and the names of cheque
signatories; and
15.2.5 the policy concerning the investment of money by the Trust, including what type of
investment will be permitted.
15.2.6 The Subscription rate for individual and organisational members.
15.3 The Treasurer will ensure that true and fair accounts are kept of all money received and expended by the Trust.
15.4 The Board may arrange for the accounts of the Trust for that financial year to be audited by an
accountant appointed for that purpose.
15.4.1 Members at the Annual General Meeting can require that the accounts audited.
15.5 The Board may change its financial procedures from time to time without any requirement to change the Trust Deed.

16.1 The Trust shall hold an Annual General meeting within 2 months of the end of its financial year.
16.2 The members will be given at least 3 weeks notice of the AGM by posting on the community
noticeboards, and by email or letter to member organisations and by any other method the Board deems
to be appropriate.
16.3 At the AGM the Trust will report to the members and the community on it activities over the past
year and its plans for the future.
16.4 The appointment of new Trustees shall occur at the AGM.
16.5 The subscription rates for the coming financial year shall be determined at the AGM.

17.1 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.
17.2 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.

18.1 The Trustees may, by consensus or pursuant to a motion decided by a two-thirds majority of votes at the Annual General Meeting or Special General Meeting, make alterations or additions to the terms and
provisions of this Deed provided that no such alteration or addition will:
18.1.1 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
18.1.2 be made to the Purpose Clause (2), Limitation of Activities (7), the Pecuniary Interests
Clause (13) or the Disposition of Surplus Assets Clause (21) unless it is first approved in writing by the Department of Inland Revenue.

19.1 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.
19.2 Mediation may be initiated by either party writing to the other party and identifying the dispute that 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.
19.3 The mediation will be in accordance with the Mediation Protocol of the Arbitrators and Mediators'
institute of New Zealand Inc.
19.4 The mediation shall be terminated by-
19.4.1 The signing of a settlement agreement by the parties; or
19.4.2 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
19.4.3 Notice by one or more of the parties to the mediation to the effect that further efforts at
mediation are no longer justified; or
19.4.4 The expiry of sixty (60) working days from the mediator's appointment, unless the parties
expressly consent to an extension of this period.
19.5 If the mediation should be terminated as provided in 19.4.2, 19.4.3 or 19.4.4 any dispute or difference arising out of or in connection with this deed, including any question regarding its existence, validity or termination, 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.

It is declared that:
20.1 The liability of the Trust Board, or any members of the Trust Board, shall at all times be limited to
the assets of the City MenzShed Charitable Trust that are under the administration of the Board.
20.2 The Trust shall take out Directors and Officers liability insurance for all Trustees.
21.1 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 community charitable organisations as the
Board will decide.
21.2 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.

IN WITNESS OF WHICH this Deed has been executed: