Rimutaka Incline Railway Heritage Trust
Note: the following is an HTML transcript of the Trust Deed, as amended 17 December 2003. An official copy of the Trust Deed may be viewed on the Companies Office website.
This Trust Deed is made the 16th day of July 2003, and amended the 17th day of December 2003
By
the persons of the initial Board who are named in Section 3 Composition of Board and who are hereinafter called "the Trustees" which expression shall include other Trustees who may be subsequently appointed.
1. Name of the Trust
1.1. The name of the Trust shall be the "Rimutaka Incline Railway Heritage Trust".
2. Aims and Objectives of the Trust
2.1. The objects or purposes of this Trust are or shall be charitable and shall be deemed not to include or extend to any matter or thing which is or shall be held or determined to be non-charitable and the powers and purposes of the Trust created shall be so restricted.
2.2. To plan, fund, reinstate and operate a tourist heritage railway on former railway route between Upper Hutt and Featherston, and any other directly or indirectly connected railway;
2.3. Acquire by agreement, lease or purchase such lands as are required to allow the reinstatement of the former railway route between Upper Hutt and Featherston and any other such lands as will further the objectives of the Trust;
2.4. Acquire by agreement, lease or purchase such items of railway rolling stock, tools and material to facilitate the construction and operation of the tourist heritage railway;
2.5. Raise funds for and facilitate the conservation and protection of the former railway route and heritage structures and features hereon;
2.6. To plan, fund and construct appropriate buildings, structures, infrastructure and facilities to facilitate the construction and operation of the tourist heritage railway;
2.7. To arrange interpretative displays for the public, to promote knowledge and education of heritage railways, and in particular the Rimutaka Incline Railway, the historic factors that led to its creation and raise awareness of the personalities involved
2.8. Facilitate research, discussion, education and interchange of information on topics related to the Rimutaka Incline Railway and environs.
3. Composition of Board
3.1. The Board shall consist of not less than six and not more than twelve persons.
3.2. The initial Board shall include the following persons:
- 3.2.1. Glenn James Fitzgerald, Sound Engineer, Maymorn, Upper Hutt.
- 3.2.2. Hugh Murray Stockbridge McCracken, Lecturer, Petone.
- 3.2.3. Howard Ian Phillips, Manager, Upper Hutt.
- 3.2.4. Stephen Blake Porter, Training Officer, Johnsonville.
- 3.2.5. John Clark Simmonds, Sales Manager, Upper Hutt.
- 3.2.6. Barry John Timms, Business Consultant, Upper Hutt.
3.3. The Board may from its inception and at any other time appoint additional Trustees up to the maximum number stated in clause 3.1 to represent the interests of the Rimutaka Incline Railway and/or to bring particular expertise which can advance the activities of the Board.
3.4. The Board may at any time invite individuals to attend its meetings for the purpose of assisting with deliberations.
3.5. The Board may, at a meeting where appropriate notice has been given for that purpose retire a Trustee by a resolution passed by two-thirds of those present and voting.
4. Vacancies on Board
4.1. The office of any Trustee shall be vacated if the Trustee resigns his/her office by notice in writing to the Board.
4.2. That the office of any Trustee of the Board shall also become vacant if such Trustee shall become bankrupt or shall be convicted of an indictable offence, shall die or is for any other reason unfit to carry out his/her duty as a Trustee.
5. Secretary to the Board
5.1. The Trustees shall appoint a Secretary at the beginning of each financial year.
5.2. The Trustees shall determine the job description for the position of Secretary.
6. Treasurer
6.1. The Trustees shall appoint a Treasurer at the beginning of each financial year.
6.2. The Trustees shall determine the job description for the position of Treasurer.
7. Meetings of the Board
7.1. The Trustees shall meet regularly.
7.2. A Special Meeting of the Board may be called at any time by the Secretary. The Secretary shall call a Special Meeting whenever requested to do so in writing by at least two Trustees. Notice of any Special Meeting and the business to be transacted thereat shall be given to each Trustee.
7.3. At all Meetings of the Board the quorum necessary for the transaction of business shall be three.
8. Rules of the Board
8.1. The Trustees shall determine the Rules of the Board.
9. Authorised Expenditure
9.1. All expenditure shall be for the charitable purposes of the Trust.
10. Accounts
10.1. The Board shall as soon as possible after the end of every financial year ending 30th day of June cause the accounts of the Board for that financial year to be balanced and prepare a statement of assets and liabilities of the Board as at the end of that financial year together with an account of income and expenditure showing the financial transactions for that financial year.
11. Appointment of Officers
11.1. The Board may from time to time appoint (or dismiss) in addition to a Secretary and Treasurer such other officers and servants as are considered necessary for the exercise and performance of functions and powers of the Board.
12. Alteration of the Trust Deed
12.1. It is hereby agreed that the Board may from time to time at any meeting of the Board convened for this purpose alter or add to the Trust Deed providing that any such alterations to the Deed are subject to the following conditions:
- 12.1.1. That alterations to the Trust Deed must conform to its charitable status
- 12.1.2. That at least 28 days notice advising of such a Meeting stating the motion or motions containing the proposed alterations or additions, has been advised to each of the Trustees;
- 12.1.3. That the Meeting may amend any such proposed alterations providing that the broad intent of the original motion is part of the amended motion;
- 12.1.4. That no resolutions or any Meeting shall affect any alteration or addition to the Deed unless it be carried by a majority of not less than two thirds of the Trustees present at such meeting.
13. Winding Up the Trust
13.1. Notwithstanding any other provision of this Deed, or in any rule of law, the Trustees may resolve to wind up the Trust and after paying any debts or other liabilities of the Trust, or liabilities arising from the resolution to wind up, the Trustees shall pay the balance of the Trust’s cash, property and assets to such approved charitable Society, Trust or other body within New Zealand as shall have as its objects similar to the Trusts herein created. In the event that there is at the date of the proposed dissolution of the Trust no other Society, Trust or other approved charitable body within New Zealand having objects similar to the Trusts herein created then (subject to an Order of the High Court pursuant to Part III of the Charitable Trusts Act 1957) the cash, property and assets of the Trust shall be transferred to the Rail Heritage Trust of New Zealand or its successor.
14. Common Seal
14.1. The Board shall provide for the safe custody of the seal which shall only be used by the authority of the Board and every instrument to which the seal is affixed shall be signed by three members of the Board.
15. Membership
15.1. Any individual or body corporate wishing to support the activities of the Trust may apply for Membership.
15.2. A Member shall be entitled to receive literature relating to the activities of the Trust, and to participate in rostered construction, operation and maintenance of Rimutaka Incline Railway infrastructure and rolling stock.
15.3. A Member shall agree to pay all reasonable fees and levies as instituted by the Board, and be bound by all Rules of the Board.
15.4. All applications for Membership of the Trust shall be considered by the Board, which at its discretion may refuse Membership of any applicant, without assigning any reason for such refusal.
15.5. A new Member shall be deemed to have commenced their Membership on the first day in July of the year in which the Board accepts their application for Membership and Members other than Trustees shall not have voting rights.
15.6. The subscription rate shall be set and reviewed annually by the Board.
15.7. Membership of the Trust may be terminated by the Board by any one of the following:
- 15.7.1. Voluntary resignation or upon death
- 15.7.2. Being non-financial for twenty-two consecutive calendar months
- 15.7.3. Formal decision of the Board.
15.8. If the Board resolves to terminate a Member’s Membership, the Member shall be given written notice of the resolution and reasons for the action within 14 days, have the right to appeal the decision within the following 28 days, and to receive a final decision within 14 days of hearing the appeal.
[ witnesses to the Trust details not reproduced in this outline ]
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