DEED OF AMENDMENT OF TRUST DEED
1. GARY KENNETH LORD, Company Director, JOHN FRANK NORSWORTHY, Bursar, MERVYN LLOYD JONES, Senior Draughtsman, GEOFFREY FRANK MATTHEWS, Principal, MAXWELL CLIFFORD TREBILCO, Company Director, all of Auckland, are the trustees of BIBLICAL EDUCATION SERVICES TRUST ("the trust") registered as a charitable trust under the Charitable Trusts Act 1957.
2. At a properly constituted meeting of the trustees held on 18 October 1993 a resolution was passed by the requisite majority of trustees pursuant to clause 18 of the original Deed of Trust dated 15th December, 1988 to replace the terms of the Deed of Trust with the following substituted terms:
NOW THESE PRESENTS WITNESS that the Board hereby declares that the Deed of Trust is varied as follows: By deleting clauses 1 to 19 and by substituting the following clauses:
1. To use and employ the same and the income arising therefrom within New Zealand for the following purposes.
a) To assist families to educate their children in accordance with the principles of the Bible, by the provision of educational facilities, resources, training programmes and schools and more particularly, in furtherance of this general purpose,
i) To conduct schools (hereinafter called "the schools") which shall have a God centred, Bible-based curriculum.
ii) To assist students attending the schools to honour God by meeting the daily responsibilities with which God has entrusted them. Particular emphasis will be placed on the development of Godly character and skills needed - at home, in the church and in a changing society.
iii) To provide an education of academic excellence, consistent with the teachings of the Bible.
iv) To educate and train each student as an individual with their own unique God given abilities, personality and ministry.
b) For the establishment and maintenance of Christian Fellowship.
c) For the preaching and teaching of the Scriptures.
d) For the provision of pastoral or other care to those in need.
e) For the establishment of work and employment and social service schemes.
PROVIDED ALWAYS that nothing in this Deed shall authorise the expenditure of capital or income held under these trusts in any manner which is not deemed to be charitable under the revenue laws of New Zealand.
For the purposes aforesaid:-
a) To produce and use books, tracts, magazines, any literature or printed matter, tape-recordings, records, films, photographs, video tapes and discs, any audio-visual material, radio and television programmes.
b) To exercise all the powers conferred on trustees by the Trustees Act 1956 and any amendment or re-enactment thereof.
c) To purchase, take on lease or exchange, hire or otherwise acquire lands, buildings and any real and personal estate or other property or any interest in the same.
d) To improve, manage, work, develop and maintain or sell, lease, let, underlet, exchange, surrender, borrow money on, turn to account all or any of the property (real or personal) for the time being of the Board, or in which the Board has an] interest to lend, invest or deposit money on mortgage or any security of without security, and to erect, construct, alter and maintain any buildings or chattels.
e) To subscribe to, become a member of, affiliate or co-operate with any organisation having objects similar to those of this Board, and to assist in the formation or incorporation of any such organisation whether formed as an independent body or to federate with this Board or other organisation, PROVIDED HOWEVER that nothing in this sub-clause shall empower the Board to do anything contrary to the provisions of the Charitable Trusts Act, 1957, or any other enactment.
f) To raise money or secure payment of money required for any of the objects of the school or of the rust generally or for the satisfaction and performance of any of the obligations or liabilities incurred or undertaken by the school or the Board.
3. The Board
The management and control of the trust property shall be vested in the Board.
a) The Board shall be constituted as follows:
i) The membership of the Board shall be not less than seven and not more than eleven in number.
ii) Membership of the Board shall be the first trustees of the Trust together with new trustees as may be appointed by the Board.
iii) Members of the Board shall as a condition of eligibility for appointment as a member of the Board, adhere to the following statement of faith:-
a) I believe the Bible to be the inspired, the only infallible, authoritative, inerrant Word of God. (2 Timothy 3:15, 2 Peter 1:21)
b) I believe there is one God, eternally existent in three persons - Father, Son and Holy Spirit. (Genesis 1:1, Matthew 28:19, John 10:30)
c) I believe in the deity of Christ (John 10:33); His virgin birth (Isaiah 714, Matthew 1:23, Luke 1:35): His sinless life (Hebrews 4:15, Hebrews 7:26); His miracles (John 2:11); His vicarious and atoning death (1 Corinthians 15:3, Ephesians 1:7, Hebrews 2:9); His resurrection (John 11:25, 1 Corinthians 15:4; His ascension to the right hand of the Father (Mark 16:19); His personal return in power and glory (Acts 1:11, Revelation 19:11).
d) I believe in the absolute necessity of regeneration by the Holy Spirit for salvation because of the exceeding sinfulness of human nature; and that men are justified on the single ground of faith in the shed blood of Christ and that only by God's grace and through faith alone we are saved (John 3: 16-19, John 5:24, Romans 3:23, Romans 5:8-9, Ephesians 2:8-10, Titus 3:5).
e) I believe in the resurrection of both the saved and the lost, they that are saved unto the resurrection of life, and they that are lost unto the resurrection of damnation (John 5:28-29).
f) I believe in the spiritual unity of believers in our Lord Jesus Christ (Romans 8:9, 1 Corinthians 12:12-13, Galatians 3:26-28).
g) I believe in the present ministry of the Holy Spirit by whose indwelling the Christian is enable to live a godly life (Romans 8:13-14, 1 Corinthians 3:16, 1 Corinthians 6:19-20, Ephesians 4:30, 5:18).
iv) Members of the Board shall also as a condition of eligibility for appointment as a member of the Board, be committed to the following principles:
a) God as creator and sustainer of all things, is the centre of all things, is the centre of all true education must be based on the person, character and ways of God as revealed through the Bible.
v) Membership of the Board shall always include the principals of the school.
b) The development of Christ-like character in the student must take priority over other considerations in the student.
c) The Lordship of God is central to all disciplines of study. Each person is created in God's image and is of inestimable value, yet tainted by the choice to sin and the consequent broken relationship with God.
d) The testimony of God is to be found in every culture, but every culture has been corrupted by sin. Each culture must be examined in the light of these considerations.
e) God is in control of the world, yet evil permeates the world views, attitudes and influences in the world. Each student has a personal responsibility to choose what he or she knows to be right.
f) The redemption of Jesus Christ is personal yet affects all areas of our life. The cross of Christ is applicable to our involvement in all aspects of human life and endeavour. The Christians goal in all aspects of life is the kingdom of God.
g) The family is the basic building block of society and has the responsibility for the education of its children. A school, if needed, is to be a servant to and extension of the family.
h) The teacher is a representative of the parents, a model for students to follow and should be an active, ongoing learner, seeking to discover more about Biblical perspectives in education and committed to communication with and service to parents.
i) Each student is unique and is not to be evaluated by comparison with others, yet excellence is to be pursued.
j) Carefully scrutiny of our programme in the light of our objectives must occur in the pursuit of excellence in all areas.
vi) Any vacancy in the membership of the Board shall be filled as soon as is convenient by the remaining members of the Board.
vii) If any such vacancy results in the total number of members of the Board being reduced below seven in number then until such vacancy has been filled the remaining members shall have the same powers and authorities and discretions and may act in all respects as if there were at least seven members.
b) Cessation of Membership of the Board
A member shall immediately cease to be a member of the Board if any one of the following occurs:-
i) The member shall give written notice of resignation from the Board.
ii) The member shall die.
iii) The Board, by resolution of all other members, or by agreement of all other members present at a special meeting, that it is undesirable for the said member to continue to hold that office, and shall give him or her notice thereof in writing.
4. Functions of the Board
a) The Board shall, as the Board shall think fit, delegate any of its power to facilitate the fulfilment of the objects of the Trust.
b) The Board shall be responsible for the conduct and management of the school as follows:-
i) The Board shall delegate the responsibility of the daily running of the schools to the school's principals.
ii) The Board shall ensure that the objects of the Trust are being pursued.
iii) The Board shall ensure that the schools comply with the requirements of any governmental body, unless the requirements contravenes the Word of God.
iv) The Board shall approve appointments and resignations of staff.
v) The Board shall provide the principals with prayer support, encouragement and fellowship.
c) The Board may employ such employees as are necessary for the furtherance of any purposes, aims and objects of the Trust including employing any Trustee; and from income of the Trust, to pay such employees a reasonable salary or wages to be fixed by the Trustees. The Trustees shall have power to suspend such employees or terminate their employment at any time at their discretion or to employ them on a temporary or part-time basis.
a) The Board shall meet at least once a month.
b) A quorum for a meeting of the Board shall be persons comprising at least one half of the Board members.
c) Decisions of the Board shall be by a majority of not less than 75% of those present and voting.
d) The Board shall hold a meeting every calendar year as its annual general meeting. At that meeting the Board will;
i) Review the membership of the Board
ii) Then receive nominations for Chairman and elect a Chairman for the ensuing year.
e) The Board shall keep minutes of its meetings and shall circulate them to members of the Board.
f) A resolution in writing signed by all the Board members for the time being within New Zealand shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held.
6. Control & Use of Funds
a) It shall be lawful for the Board in the name of the Board to keep a deposit or drawing account at any Bank or to invest in any securities authorised by law for trust investments any of the moneys coming into its hands under the trust hereby created and not immediately required for the purposes of the Trust or for the purposes of forming a sinking fund or otherwise as a provision for the repayment of any mortgage or for the rebuilding, enlargement or addition of any buildings and property from time to time and to vary such investments; and all income from such deposits or investments thereof shall be applied either as payment of interest in any mortgage or generally for the purposes of the trust.
All cheques and withdrawal receipts drawn upon any such account shall be signed on behalf of the trust by any two persons of the signatories nominated by the Chairman and two other members of the Board.
b) The profits and other income (if any) of the Board wherever derived shall be applied solely in promoting the charitable objects set forth in Clause 1 hereof and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever by way of profit to members of the Board PROVIDED HOWEVER that nothing herein contained shall prevent the reasonable remuneration to any officers, agents or servants of the Board or other persons in return for any services actually rendered to the Board.
c) The Trust shall have the power to raise money or to secure payment of money required for any of the aims of the trust or for the satisfaction and performance of any of the obligations and liabilities incurred or undertaken by the trust.
d) The receipt of the Board for any moneys payable upon any sale or exchange of mortgage or for any rent reserved upon any lease or agreed to be paid in respect of any tenancy shall be a sufficient discharge for the same to any purchaser, mortgagee, lessee, tenant or other person dealing with the Board for money or moneys worth and such purchaser, mortgagee, lessee, tenant or other person shall not be bound or concerned to see whether any resolution has been passed authorising the Board to act.
e) Property accounts and records of the financial administration of the trust shall be kept.
f) Monthly statements of income and expenditure shall be presented to the Board.
g) The accounts of the Trust shall be audited by a chartered accountant who shall not be a member of the Board and who shall be appointed annually by the Board. A duly audited balance sheet shall be submitted to a meeting of the Board at least once a year.
h) No part of the income or property of the Trust shall be paid directly or indirectly to any Trustee except as expressly provided in this Deed.
i) The Trustees shall be entitled to the reimbursement of travel expenses and out-of-pocket expenses at a level to be determined by resolution, which shall be no higher than the level of expenses allowed to members of any Community Board by any City Council. A statement of such expenses will be tabled and formally approved at each meeting of the Trust.
j) No trustee shall be liable for any loss or liabilities of the Trust not attributable to the dishonesty of such trustee or to the wilful commission or omission by such trustee of an act known by that trustees to be a breach of trust nor shall any trustee be bound to take any proceedings against a co-trustee for any breach or alleged breach of trust of such co-trustee and any trustee in respect of whom loss and liability is not so attributable shall be absolutely indemnified by and out of the trust fund (whether as to capital or income) for and in respect of all loss or liability (including legal costs on a solicitor client basis claimed personally against that trustee).
k) No trustee shall be personally liable under any contract entered into by the Board with a third party from time to time and in particular without limiting the generality of the foregoing the individual trustees from time to time comprising the Board shall enter into every such contract in their capacity as trustees of the Board only and not in their personal capacity as trustees of the Board only and not in their personal capacity and their liability in respect of every such contract shall at all times be limited to the net assets of the trust fund.
7. Restrictions on Private Pecunary Profit or Benefit
a) No private pecuniary profit may be derived by any Trustee from the Trust except that any Trustee may:
b) Receive reimbursement for expenses, according to the provisions of 6(i).
c) Be paid all usual professional, business or trade charges for services rendered, time expended and all acts done by him or her by any partner or employee of him or her in connection with the affairs of the Trust where such services have been authorised by resolution and where the Trustees concerned has removed him/herself from the Board table and taken no part in the discussion or determination of the matter.
d) The Board of Trustees, in determining all reimbursements, remuneration and charges payable in the terms of Clause 7(a) shall ensure that the restrictions imposed by Clause 7(e) are strictly observed.
e) No benefit or any income of any kind shall be afforded to or received, gained, achieved or derived by any of the persons specified in paragraphs (a) to (d) of the second proviso to Section 61 (27) of the Income Tax Act 1976 as amended by paragraphs (e) to (h) inclusive of Section 61 (27 of that Act, where that person is able, by virtue of that capacity as any such person specified therein, in any way, (whether directly or indirectly) to determine or materially influence in any way the determination, nature or amount of that benefit or advantage or that income or the circumstances in which it is or is to be so received, gained, achieved, afforded or derived, except as specifically authorised by this Deed.
8. The Common Seal
The Board shall have a Common Seal which shall be affixed to documents pursuant to a decision of the Board and in the presence of the Chairman and one member of the Board or two members of the Board.
9. Winding Up
It shall be lawful but not obligatory upon the Board in its absolute discretion to realise the trust property if and when the trust property shall no longer be used or be required for the purposes declared in Paragraph 1 hereof and the net proceeds arising from such sale shall be applied for the purposes of the Auckland Christian Fellowship Trust PROVIDED THAT if the Auckland Christian Fellowship Trust shall have ceased to exist then for such religious charitable purposes within New Zealand as the Board may determine or in default thereof as may be determined by a Judge of the High Court of New Zealand on application by the Board or any member thereof.
10. Alteration of the Rules
The Board may alter these rules at a Board meeting of which seven days notice has been given to all members specifying the alteration which is proposed PROVIDED HOWEVER that no alteration may be made which would permit any part of the Trust property to be applied to purposes which are not charitable according the Law of New Zealand and subject also to the limitations imposed by Section 61 of the Charitable Trusts Act 1957 and the further requirement of Section 23 of the said Act, and PROVIDED THAT no change be made to Clause 9 without the approval of the oversight of Auckland Christian Fellowship.