1. interpretation:
In these rules, unless the context requires a different interpretation:
(a) "The Trust" means KareKare Ratepayers & Residents Trust incorporated under the provisions of the Charitable Trusts Act 1957.
(b) "The Board" means the Board of Trustees constituted hereby as the controlling executive of the Trust.
(c) "The objects" means the objects set forth in Rule 4 hereof.
(d) "Member" means a person for the time being one or more of the categories defined in Rule 6 hereof.
(e) "Year" and "financial year" means the period beginning on 1st January in every year and ending on the 31st day of December next following.

2. name:
The name of the Trust is KareKare Ratepayers And Residents Trust.

3. office:
The office of the Trust shall be at such place in KareKare or elsewhere in New Zealand as the Trust any from time to time determine.

4. objects:
The objects for which the Trust is established are:
(a) TO promote the common interest of the residents and ratepayers of Karekare and insofar as those interests are consistent with the interests of the citizens of New Zealand generally to promote such common interest and to initiate implement and support such matters as may be for the protection advancement or improvement of Karekare.
(b) TO ensure the best development of all publicly owned areas of land at Karekare for the best community purposes.
(c) TO preserve the character amenities and environment of Karekare in the best interests of the community as a whole and to ensure that all attempts to destroy damage or detract from such character amenities and environment whether by local or government authorities is resisted for the benefit of the community of Karekare as a whole and for the protection of the environment for the people of New Zealand as a whole.
(d) TO educate promote and encourage all manners of outdoor education in the Karekare region.
(e) TO encourage the preservation of the natural characteristics of the Waitakere Ranges abutting Karekare and. developing the Auckland Centennial Park to the extent most appropriate to the objects hereinbefore stated.

5. powers:
(a) To purchase, erect, build, take or lease or otherwise obtain the use or occupation of, to manage, extend, improve, develop, alter, maintain and repair and to sell, lease, let, donate or otherwise acquire and dispose of real and personal property of every description.
(b) To accept any gifts, whether by way of endowment or otherwise and whether by gift inter vivos or by way of devise or bequest given for the furtherance of the objects of the Trust or any of them and to accept and to discharge trusts attached to the subject matter of any such gift.
(c) To consider and recommend, approve or oppose, changes of law and administration relating to or affecting the objects of the Trust.
(d) To borrow or raise or secure payment of any money for the furtherance of the objects of the Trust either with or without security.
(e) To invest all or any moneys held by the Trust on the Trust's behalf hereof in and upon investment authorised by the law for the time being in force in New Zealand.
(f) To subscribe to, become a member of or co-operate with any other body or persons or institutions whether incorporated or not whose objects are altogether or part similar to those of the trust and to procure from and communicate to such bodies or persons or institutions such information as may be likely to forward the objects of the Trust.
(g) To retain and engage members of any profession and to engage and employ clerks, employees and other persons for carrying out any objects of the Trust and to pay such sums to such employees by way of salary, remuneration or honorarium as the Trust may think fit and it is declared that a person may be so employed by the Trust notwithstanding that he or she may hold any office in the Trust.
(h) To institute, initiate or take and to defend, compromise or abandon legal proceedings involving the property or affairs of the trust.
(i) To adopt such means as the Trust may from time to time determine for the purpose of raising money and for obtaining property for the furtherance of the objects of the trust and to accept subscriptions, contributions, collections, donations, legacies, devises, gifts, grants and subsidies.
(j) To secure in such manner as the Trust shall think fit the repayment of any moneys borrowed or raised by the Trust and in particular by the issue of debentures or debenture stock perpetual or otherwise charged upon all or any of the property of the Trust at present and future to sign and execute in the prescribed manner mortgages, debentures, and other instruments of security for such repayment and to pay off redeem or purchase any such securities.
(k) To draw, make, accept, endorse, discount, execute and issue promissory notes, cheques, bills of exchange, warrants and other negotiable securities or transferable instruments.
(l) To hold and promote conferences, meetings, lectures, seminars, exhibitions, educational courses, conventions or other gatherings of any nature for the purpose of furthering the objects or interests of the Trust.
(m) To award scholarship or bursaries to enable students to pursue studies at any level.
(n) To print, publish, circulate, distribute either by way of sale or otherwise magazines, journals, articles, circulars, newspapers, pamphlets or other literary works of whatsoever nature and kind which may be considered to be in the interest of the Trust or the furtherance of its objects.
(o) To do all things which are deemed necessary convenient or incidental to the carrying out of any one or more of the objects of the Trust.

The intention is that the objects specified in clause 4 hereof and the powers specified in this clause shall except where otherwise expressed in such paragraph be independent main objects and or powers and shall not in any way be limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Trust. In the event of any ambiguity clauses 4 and 5 and every other clause of this constitution shall be construed in such a way as to widen and not restrict the powers of the Trust.

6. distribution of income:
The control and power of investment of the funds of the Trust shall be vested in the Board. The income and the property of the Trust howsoever derived shall be applied solely towards the promotion of the objects of the Trust as set forth in this constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to members of the Trust provided that nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any officers or servants of the Trust or to any member of the Trust in return for any services actually rendered to the Trust nor for goods supplied in the ordinary or usual way of business nor prevent the payment of interest on money borrowed from any member of the Trust at a rate not exceeding the ruling rate for the time being for interest on first mortgages or reasonable and proper rent for premises demised or let by any member of the Trust.

7. membership:
(a) Application for membership of the Trust shall be open to all persons and to corporate bodies interested in any of the objects of the Trust and who are residents or ratepayers of Karekare and over the age of 18 years provided that the Board may at its discretion admit to membership any person having a special interest in the objects of the Trust notwithstanding that such person may not be a resident or ratepayer of Karekare.
(b) All members shall be entitled to attend at all General Meetings of the Trust.
(c) A person shall cease to be a member of the Trust if he or she:

(i) Resigns in writing.
(ii) Is expelled by a resolution passed by not less than two-thirds of the Trustees present at a meeting of the Board at which reasonable notice has been given to all Trustees of the intention to consider such expulsion and provided further that the member concerned has been given reasonable notice of the intention of the Board to consider his or her expulsion and has been given an opportunity of being heard in his or her defence and of being represented by counsel before the passing of any resolution of expulsion, or,
(iii) Fails to pay a subscription for a period of three (3) months after the due date.

8. patrons and vice-patrons:
The Board of Trustees may invite any person to become a patron or vice-patron of the Trust.

9. meetings:
(a) The Trust shall hold an Annual General Meeting in each calendar year at such time and place as the Board shall decide.
(b) The Trust shall hold such other Special General Meetings as the Board may decide and the Board shall call for a Special General Meeting within 21 days of the receipt of a written requisition therefore signed by not less than five members of the Trust and such requisition shall specify the business proposed for discussion at such special general meeting.
(c) Notice of every general meeting shall be given to all members of the Trust not less than 7 days before by such means as the Board deems reasonable.
(d) The persons entitled to attend and vote at general meetings shall be all financial members of the Trust and all members of the Board.
(e) The business to be conducted at the Annual General Meeting shall be the receipt and consideration of the statement of accounts and annual report of the Board Trustees, the election of officers and such other business as shall be submitted by the Board or brought forward by any member present. The business to be conducted at any special General Meeting shall be such business as shall be submitted by the Board or requested in any requisition of members for the calling of a meeting or with the consent of the Chairman and not less than two thirds of the members present and voting any other business brought forward by any member present.
(f) The Chairman at all General Meetings shall be the Chairman of the Board or in his or her absence any member appointed by the meeting.
(g) At any meeting a resolution put to the vote of the meeting shall be decided on the voices or show of hands unless a poll is (before or on the declaration of the result of voices or a show of hands) demanded by at least three members. Unless a poll is so demanded a declaration by the Chairman that a resolution has on the voices or on a show of hands been carried or carried unanimously or by a particular majority or loss and an entry to that effect in the minute book shall be conclusive evidence of the votes recorded in favour of or against the resolution. If a poll is duly demanded it shall be taken in such manner as the Chairman directs and the resolution of the meeting of which the poll was demanded.
(h) Members entitled to vote shall be permitted to vote by proxy provided that such proxy shall be in writing and the original delivered to the secretary of the Trust to be received by him or her no later than the commencement of the meeting.
(i) Voting for the election of officers where there are more nominations than vacancies shall be by secret ballot.
(j) Members shall be entitled to one vote only on each matter being voted upon. In the case of the equality of votes the motion shall lapse.

10. quorum at general meeting:
Fifteen members entitled to be present and to vote at a general meeting shall constitute a quorum for a General Meeting. If within an hour from the time appointed for the meeting a quorum is not present the meeting shall be dissolved and shall stand adjourned to the same day in the next week at the same time and place or otherwise as the Board may determine and if the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall constitute a quorum.

11. the board of trustees:
The Board of Trustees is the executive of the Trust and shall have power to deal with all matters concerning the business of the Trust the interpretation of these rules and determination of any matter not specifically provided for herein except the alteration of the Rules of the Constitution. It shall have power to frame and implement regulations for the conduct of its own affairs and proceedings.

(a) The officers of the Trust shall be the Chairman and at least three and no more than nine other persons all of whom shall be elected at the Annual General Meeting in accordance with these rules.
(b) The Board may from time co-opt one other person to be a member of the Board and such person shall hold office until the next Annual General Meeting.
(c) At the first meeting of the Trust all members of the Board shall be elected in accordance with these rules and at each subsequent Annual General Meeting all of the members shall retire from office Retiring members of the Board shall be eligible for re-election.
(d) Nominations of office shall be in writing signed by two members with the consent of the nominee enclosed on the nomination and shall be in the hands of the secretary before the meeting but where the number of nominations so received is less than the number of vacancies to be filled nominations may be made at the meeting.
(e) Where the number of persons nominated for any office exceeds the number of vacancies the election shall be held by ballot.
(f) Any casual vacancy on the Board may be filled by the Board. Any member so appointed shall retire whose office he or she has been appointed to fill would ordinarily have retired.
(g) The quorum of the Board shall be three members.
(h) The office of a member of the Board shall be vacated if:

(i) He or she resigns his office by notice in writing or
(ii) he or she has been absent from three consecutive meetings of the Board without reasonable cause or without leave of absence granted by the Board or
(iii) he or she is requested by a resolution of the Trust at a duly constituted General meeting to resign.

12. managment:
(a) The general and over-riding control of the affairs, property and funds of the Trust shall be vested in the Board of Trustees but the Board may delegate the day to day running and organization of the Trust to a Management Committee and the Board shall be subject to any directions given by a resolution of the general meeting.
(b) The Board shall have power to appoint such sub-committees as it deems expedient and define the powers and duties of any such sub-committees.
(c) The Board may appoint or employ servants or assistants whether honorary or otherwise and upon such terms and conditions including remuneration if any as the Board shall determine and may remove such servants or assistants.

13.metings of the board:
(a) The Board may hold meetings from time to time at any convenient time and place that they shall appoint and shall meet on not less than four occasions in each financial year.
(b) The Chairman may from time to time convene a meeting of the Board in addition to meetings required by paragraph (a) hereof to be held at such convenient time and place as the Chairman shall determine stating the purpose for which such meeting is required.
(c) Notice of each meeting shall be given to all members thereof by the secretary at least 5 days prior to the date appointed for such meeting.

14. contracts:
All contracts entered into by the Trust shall be in writing and either under the common seal of the Trust or signed on behalf of the Trust by some trust member or officer of the Trust duly authorised in that behalf by either the Board or by a resolution of the Trust in relation to contracts generally or in relation to any particular contract.

It shall be the duty of a member of the Board who is in any way whether directly or indirectly interested in a contract or proposed contract with the trust to declare the nature of his or her interest at a meeting of the Board as the case may be, and whether or not a member so declaring his or her interest shall be entitled to participate in the decision, resolution or vote to enter into the contract in which he or she is interested shall be at the discretion of the remaining members of the Board.

15. indemnity:
Every member of the Trust shall be chargeable only for so much of the money or property as he or she shall actually receive and may not be liable for any acts neglects or defaults of any other person nor for the insufficiency of any security for money invested or of title to any estate or property acquired nor for any loss or damage which may happen in the discharge of his or her duties.

16. by-laws and regulations:
The Board may make, amend or rescind any by-laws or regulations not in consistent with these rules to attain or facilitate the attainment of the objects of the Trust or any of them.

17. applications of profits:
The income and property of the Trust however and wherever derived shall be applied solely towards the promotion of the objects of the Trust and no portion thereof shall be paid or transferred directly or indirectly to any member of the Trust by way of dividend, bonus or otherwise provided that noting herein shall prevent payment of reasonable and property remuneration to any officers or employees of the Trust or to any member in return for services rendered to the Trust or of interest on money lent or rent on premises let by any member of the Trust.

18. accounts:
(a) The financial year of the Trust shall commence on the 1st day of January and terminate on the 31st day of December next following.
(b) The funds of the Trust shall be lodged with a trading or savings bank subject to the power to invest capita sums.
(c) All sums received on behalf of the trust by any person other than the secretary and or treasurer shall be forthwith transmitted to the secretary or the treasurer of the Trust.
(d) The Trust's book of accounts shall be produced at every meeting of the Management Committee and shall be open for inspection at all reasonable times by any member of the Trust.
(e) The secretary and treasurer shall prepare in the form required by the Board a statement of accounts and balance sheet as soon as may be after the end of each financial year.
(f) The statement of accounts and balance sheet shall be submitted to the Annual General Meeting next following.
(g) All accounts payable by the Trust shall be paid by cheque and receipts given and received by the Trust account shall be operated by any two of the Chairman of the Board, the Secretary and or the Treasurer and the Solicitor for the time being to the Trust.

19. duties of secretary and treasurer:
The Secretary and or Treasurer shall keep a record of the minutes of all meetings and shall send out all notices of meetings conduct all correspondence keep the financial accounts and records of the Trust and shall keep a register showing the names and addresses of members.

20. power to borrow:
The Trust shall have the power to borrow money with or without security by way of mortgage debenture or in any other manner provided that all loans shall be subject to the approval of the Board of Trustees.

21. seal:
The Board shall provide a seal for use by the Trust which shall bear the words "Karekare Residents & Ratepayers Trust". The seal shall be held by the solicitor for the time being to the Trust and shall not be affixed to any documents except by the resolution of the Board of Trustees and in the presence of any two of the Chairman of the Board of Trustees or the Secretary or the Solicitor for the time being of the Trust and under their joint signatures.

22. alteration of rules:
This Constitution and Rules of the Trust may be rescinded added to or amended by resolution passed by a two thirds majority at any General Meeting of the Trust provided that, notice of such resolution shall be given to members at least seven days prior to such General Meeting.

Certified to be a true copy of the constitution of the KAREKARE RESIDENTS AND RATEPAYERS TRUST. at Auckland

A.J.H.WITTEN-HANNAH [Honorary Solicitor]

Certified to be a true copy of the Constitution of the KAREKARE RATEPAYERS & RESIDENTS TRUST at Auckland

CAROLINE GROVE

changes to the rules of the Karekare Residents and Ratepayers Trust
Amendment to the alterations to rules clause No 22:
"No addition or alteration or rescission of the rules shalt be approved if it affects the payments to members clause or winding up clause.
Addition of a winding up clause:
"Surplus assets are to be disposed of in accordance with the directions of the High Court pursuant to section 27 of the Charitable Trust Act 1957."