Notice of Application to Vary Terms of a Charitable Trust
In the matter of section 36 of the Charitable Trusts Act 1957, and in the matter of Mental Health Foundation of New Zealand, a body duly incorporated under
the provisions of the Charitable Trusts Act 1957-Applicant:
Take notice that on the 8th day of July 2002 at 2.15 p.m., or as soon thereafter as counsel may be heard, the applicant will move the High Court at Auckland for an order amending the terms of the trust and its administration as follows:
1. To make minor wording changes to the objects clause by way of clarification. The principal objects of the trust will remain the same;
2. To reduce the minimum number of trustees from twelve (12) to eight (8);
3. To entitle the chief executive officer of the foundation to attend board meetings, but not to vote;
4. To place a limit of three (3) consecutive terms on
the number of times that a board member may be
re-appointed;
5. To ensure that a member of the board shall cease to hold office if the member is absent from three (3) consecutive board meetings without reasonable excuse;
6. To place a limitation on the number of times that a chairperson can stand. A chairperson retiring will be eligible for re-election if the chairperson only holds such office for three (3) consecutive terms;
7. To empower the board to do and perform in respect of the trust anything in furtherance of the objects of the trust and the second paragraph of the preamble;
8. To require the board to consider the skills and attributes of nominees in light of the skills and attributes needed by the board at the time to achieve the objects of the foundation;
9. To require the board to use reasonable endeavours
to ensure that the population of New Zealand is accurately represented on the board along with consumers of mental health services;
10. To alter representation of Maori on the board from being a fixed number of four (4) to being at least
one-third of the board;
11. To insert the following into clause 7 (c):
"The board will endeavour to have Maori representation at all meetings."
12. To replace the words:
"executive committee"
with the words:
"finance committee"
in clause 7 (c);
13. To provide for resolutions to be signed by a majority of the board instead of all board members;
14. To allow meetings of the board to be called by four (4) instead of six (6) board members;
15. To remove the requirement of having a patron of the foundation and replace it with the ability to appoint either a patron or kaumatua to the board;
16. To insert a definition of:
"property incurred losses and expenses"
to clarify and limit trustees liabilities when they are acting in good faith and on the reasonable belief that their actions are furthering the objects and interests of the foundation;
17. To widen the foundation's powers to provide for parts of the trust deed to be varied under special resolution of the board provided that a two-thirds majority of the board (including at lease one Maori representative) believes that such variation will facilitate the foundation in carrying out its objects; and
18. To remove the rules of the foundation from the trust deed as there is no legal need for their inclusion.
Upon the grounds that granting the order will facilitate the administration of the trust, which at present is subject to limitations imposed by the trust deed dated the 25th day of October 1990.
Upon the further grounds that the trustees have the power to amend the trust deed, but not changes to the objects of the trust, which will continue to require the prior approval of
the High Court.
Upon the further grounds that circumstances primarily in 2002 are quite different to those which prevailed in 1990.
Any person desiring to oppose the proposed amendments must give written notice of his or her intention to do
so to the Registrar of the High Court at Auckland,
to the trustees of the Mental Health Foundation of
New Zealand at the address for service specified below, and to the Attorney-General at the Crown Law Office,
P.O. Box 5012, Wellington, not less than 7 clear days
before the said date of hearing.
Dated this 29th day of April 2002.
GRAEME WILLIAM HALL, Solicitor for the Applicant.
The Address for Service of the Applicant is at the
Offices of: Buddle Findlay, Solicitors, Level Eighteen, PricewaterhouseCoopers Tower, 188 Quay Street (P.O. Box 1433 or D.X. C.P. 24-024), Auckland.