DEED OF TRUST

Deed of Trust

1.       NAME

1.1   The Society shall be known as the International Foundation for the Protection of Drinking Water and is referred to in this Constitution as “the Foundation”.

2.      OBJECTIVES

2.1   The principal objective for which the Foundation is established within New Zealand is to be a peoples’ movement for the United Nations, through which the principles of the UN Charter can be shared widely and its vision realised.

To advance this Objective the Foundation proposes:

(a)         To co-ordinate, initiate and support activities which relate to aims and purposes of the UN Charter.

(b)   To promote research, information, education and general public knowledge about the treaties, conventions and resolutions agreed in the UN General Assembly by the governments of the world and furthermore provide Governments with information as to the evaluation of UN policies and actions by the public.

(c)   To provide the means by which the public may influence development and perfecting of the United Nations as an instrument for the promotion of peace and the prevention of war. the safeguarding of human rights, and the promotion of the moral, cultural and material welfare of all peoples, and wherever changed circumstances warrant it, to promote the corresponding reform of the Charter and of the organisation, administration and operation of the United Nations and its different agencies.

(d)         To promote the establishing of branches of the Foundation, encourage the affiliation of organisations wishing to participate in the realisation of the above mentioned goals.

(e)         To co-operate with United Nations Associations in other countries, especially through the World Federation of United Nations Associations (WFUNA).

(f)         To co-operate with any organisations or individuals who are committed to the work of bringing peace and justice to the world for creating a global neighbour hood in accordance with the aims of the 21st Agenda of the UN Charter.

(g)   To promote tolerance, understanding, solidarity and co-operation among all peoples throughout the world without distinction as to race, sex, culture and language, religion or political affiliation.

3.           MEMBERS

3.1           Membership of the Foundation shall be open to all persons and organisations who accept the objectives of this Deed and are willing to further such objects.

3.2           Applications for membership shall be made in writing and signed by the applicant personally.

3.3           An application in writing may be made by any Corporation or Institution and the National Council shall at its sole discretion decide whether or not to grant such corporate membership.

3.4            An application in writing may be made by any Organisation and the National Council shall at its sole discretion decide whether or not to grant such affiliate membership.

3.5           Members of the Foundation shall belong to one of the following categories:

(a)   Honorary Life Members;

(b)   Corporate Members;

(c)   Affiliate Members;

(d)   Ordinary Members;

(e)         IYFPDW members.

3.5.1 Honorary Life members shall be elected at the Annual General Meeting of the Foundation upon the recommendation of the National Council. Honorary Life membership may be accorded to any person who has made an outstanding contribution to the Foundation over a period of years.

3.5.2 Corporate Members shall be those members which have a registered corporate entity. Each such corporate entity shall in writing appoint a person to act on its behalf at meetings of the Foundation and to speak and vote on its behalf.

3.5.3   Affiliate Members shall include any national society, organisation or other voluntary body which has been approved by the National Council. Such affiliated members shall in writing appoint a person to act on its behalf at meetings of the Foundation and to speak and vote on its behalf.

3.5.4   Ordinary Members shall be:

(a) Branch members;

(b) Headquarters members, if they do not reside within a Branch area;

(c) A family which is entitled to ordinary membership as a single entity with one vote.

3.5.5   IYFPDW members shall be

(a)           Individual;

(b)         Group (as a single entity with one vote);

(a)         School;

(b)         Tertiary Institution;

(c)         Community.

 

4.           SUBSCRIPTIONS

4.1           The annual subscription for all categories of membership shall be determined at each Annual General Meeting for the financial year following such Annual General Meeting.

5.           TERMINATION OF MEMBERSHIP

5.1           Any member may resign from membership of the Foundation by giving notice to the Secretary of any Branch of the Foundation or the Secretary of the National Council.

5.2           Any member whose subscription is not paid by the Annual General Meeting shall be deemed to have terminated their membership.

5.3           Any member who:

(a)     is guilty of misconduct in relation to the interest, affairs or activities of the                                 Foundation; or

(b)     has violated the objectives of the Foundation;

shall be liable to expulsion from membership of the Foundation. Any such member shall be notified in writing by the National Council of the grounds upon which expulsion is proposed. Any such member shall be given the opportunity to be heard and of providing evidence in defence, following which the National Council shall decide upon termination or retention of membership. Every such decision by the National Council shall be notified in writing to the member concerned, and with reasons for such decision, within 14 days of the decision being made.

6.           NATIONAL COUNCIL

6.1       The National Council shall comprise:

(a)         The Executive referred to in clause 8.1;

(b)         The President of each Branch of the Foundation, ex-officio, or (with the approval of the Branch Committee) a deputy appointed by such President;

(c)         One member as the nominated representative of a corporate member as referred to in clause 3.5 (b) and who shall be elected at the Annual General Meeting;

(d)         Four members who are nominated representatives of affiliate members as referred to in clause 3.5(c) and who shall be elected at the Annual General Meeting:

(e)         Four ordinary members, who shall be elected at the Annual General Meeting;

(f)   Any such Special Officers as National Council shall decide, who shall be elected at the Annual General Meeting.

(g)         The President of IYFPDW, ex-officio. or (with the approval of the Executive) a deputy appointed by such President.

6.2           The President, or in the President’s absence, one of the Vice Presidents, or in their absence some other member of the National Council, shall preside at meetings of the National Council.

6.3         The term of election for all members of National Council shall be one year with a maximum of up to four consecutive years in any one position. On completion of a four year consecutive term, such Council member must stand down for one year.

6.4           Members of the National Council shall, subject to the provisions in relation to vacancy, hold office until the completion of the following Annual General Meeting.

6.5         National Council shall meet at least three times a year at such times as National Council shall determine from time to time.

6.6           A special meeting of the National Council may be called by the President, or by a   majority decision of the National Council, or on the request of two or more Branches.

6.7   Special Officers shall provide regular reports for National Council and the Executive.

6.8           A vacancy on the National Council shall occur in respect of any of the following;

(a)         if any member has resigned in writing from the National Council or from the Foundation; or

(b)     whose membership has been terminated under clause 5.3; or

(c)         if the National Council so resolves at its sole discretion, on the grounds that any member is an undischarged bankrupt, or of unsound mind, or has been convicted of an offence punishable by imprisonment.

Any vacancy so created may be filled by the National Council.

 

7.     POWERS OF THE NATIONAL COUNCIL

7.1           The National Council shall perform such functions as may be desired or necessary to fulfil and further the objectives of the Foundation and in particular will have the power to;

(a)         Develop policy for the Foundation in furtherance of the objectives of the Foundation;

(b)         Develop a five year Strategic Plan to set the directions and priorities to be adopted at the Annual General Meeting;

(c)         Develop an Annual Budget to be adopted at the Annual General Meeting;

(d)         Establish any special committee of the Foundation to deal with a particular function or issue but subject always to direction and control of the National Council;

(e)         Contract with any person or organisation to implement specific tasks relating to the policy of National Council. Any payments made to members must he reasonable for the services performed;

(1)         No member of the Organisation nor any person associated with a member shall participate or materially influence any decision made in respect of the payment to or on behalf of that member or associated person of any income, benefit, or advantage whatsoever;

(2)         Any such income paid shall be reasonable and relative to that which would be paid in an “arms’ length” transaction (being the open market value). The provisions and effect of this clause shall not be removed from this document, and shall he included and implied into any document replacing this document.

(f)   Co-ordinate the work of the Branches and represent such Branches in bringing to the attention of the appropriate authorities, matters of importance relevant to the United Nations;

(g)         Establish new Branches of the Foundation;

(h)         Delegate such matters of administration, management or implementation as is desirable, to the Executive of the Foundation;

(i)           Borrow or raise money and secure payment of the same, or to secure the payment of any monies owing to the Foundation in such a manner as the National Council will determine and in part by giving security over the whole or any part of the Foundation’s property or assets;

(j)           Utilise the funds received by the Foundation in such a manner as the National Council shall think fit in promoting the objectives of the Foundation and costs incurred in such work.

(k)         For any of the above purposes or for any objectives of the Foundation to establish a separate Fund or Trust to hold any of the assets of the Foundation on terms determined by the National Council.

(1)         Apply for membership of organisations which have similar objectives.

7.2           All donations or bequests of the Foundation shall be held under the control of the National Council except where any donation or bequest is given to a particular Branch in which event such donation or bequest shall form part of the funds of that particular Branch. All funds received by the Foundation under the control of the National Council not required for the time being for current expenditure shall be invested in any form sanctioned by the Law of New Zealand for investment of trust funds. Upon receipt of monies by the National Council such funds shall be lodged in (lie first instance to a current account in a trading bank selected by the National Council. The National Council shall from time to time by resolution decide on the method of operating such an account and shall nominate persons authorised to sign cheques, provided that at least two signatories shall be required for all cheques and other banking documents.

8.        EXECUTIVE

8.1           The Executive Officers of the Foundation (“the Executive”) elected at the Annual General Meeting shall be:

(a)         The President;

(b)         The Immediate Past President (for the year immediately following their term as President);

(c)         Three Vice Presidents;

(d)         The Treasurer;

(e)         One member appointed by National Council.

 

8.2         The members of the Executive of the Foundation shall take up their respective offices at the conclusion of the Annual General Meeting at which they are elected, and shall hold office until the conclusion of the following Annual General Meeting.

8.3           Should positions become vacant for any reason, the National Council shall have the power to fill such vacancy until the following Annual General Meeting.

8.4           The Executive shall hold monthly meetings at which the quorum shall be 3 members.

8.5           A Special Meeting of the Executive may be called by the President or on the request of 2 members of the Executive.

 

9.           POWERS OF THE EXECUTIVE

9.1           The powers of the Executive include the following:

(a)         To implement the policies and directions of the Foundation and of the National Council;

(b)         To act as the appropriate body for the management and administration of the National Office;

(c)         To appoint staff to assist with the operations of the National Office.

10.     ANNUAL GENERAL MEETING

10.1         All financial members are entitled to attend and speak at the Annual General Meeting.

10.2   The following people shall be entitled to vote at the Annual General Meeting:

(a)         Members of the National Council;

(b)     Delegates who may be appointed by Branches in the proportion of one delegate where the membership does not exceed 50, a second delegate where the membership exceeds 50 but does not exceed 100, and an additional delegate for every additional 100 members or part thereof;

(c)         One representative of each corporate member;

(d)         One representative of each affiliate member.

10.3         The President of the Foundation shall preside at the Annual General Meeting or, in the President’s absence, one of the Vice Presidents or, in their absence, some other person appointed by the meeting.

10.4         Any Branch, Affiliated Organisation or Corporate member wishing to bring any business to the Annual General Meeting shall give written notice to the National Office at least six weeks prior to the date of the Annual General Meeting.

10.5         Matters for consideration by the Annual General Meeting shall be put forward in writing to the National Office at least six weeks before a National Conference is to be held. and such matters shall be circulated to all National Council members. Branches, Affiliate members and Corporate members for their consideration and voting as hereto provided.

10.6         The Annual Reports, Statement of Accounts and Remits shall be sent to the National Council members, Branch Councils, Affiliated Organisations, Corporate members and Headquarters members, at least one month before the date of the Annual General Meeting.

10.7         No business other than that appearing on the Agenda shall be brought before the Annual General Meeting, unless approved by two-thirds of those present and entitled to vote.

10.8         The Business of the Annual General Meeting shall be:

(a)         To receive and adopt the Annual Reports of the Foundation.

(b)     To adopt the Audited Annual Financial Statement.

(c)         To adopt Annual Plans, Budgets and the five year Strategic Plan where applicable.

(d)         To elect all members of the National Council, except the Branch Presidents.

(e)   To appoint an auditor.

(f)         To consider Remits and any other business as shall be brought before it in terms of the Constitution of the Foundation.

10.9         Nominations for National Council must be received in writing (duly signed by the Proposer, the Seconder and the Nominee) by the National Office four weeks before the Annual General Meeting.

10.10   The nominations will be circulated to National Council members, Branches, Corporate and Affiliate members at least two weeks before the meeting.

10.11   If candidates exceed the positions available, elections will be held by a secret ballot at the Annual General Meeting, for which purpose a sufficient number of scrutineers shall be appointed by the meeting.

10.12   The Annual General Meeting shall be held no later than May 31st. 11.         NATIONAL CONFERENCE

11.1   A National Conference shall be held in conjunction with the Annual General Meeting. National Conference shall be open to all members of the Foundation and to members of the public as observers.

11.2         Resolutions from National Conference workshops must be adopted by the Annual General Meeting before being developed as policy.

11.3         The programme of the National Conference shall be determined by National Council, and shall be circulated least one month before National Conference.

  1. PROCEDURES AT MEETINGS

12.1   No business shall be transacted at any meeting of the Foundation unless a quorum of members is present. A quorum for an Annual General Meeting shall be ten persons present and entitled to vote. A quorum for National Council Meetings shall be three persons present and entitled to vote. A quorum for Branch Council meetings shall be determined by the Branch Council but shall not be less than three members present and entitled to vote.

12.2 At each Annual General Meeting and National Conference, National Council members, Branch delegates and the nominated representative of an Affiliate and a Corporate member personally present, shall be entitled to vote on every motion provided that no individual shall be entitled to more than one vote on any motion.

12.3   At any meeting of the Foundation a resolution put to the vote, other than election of officers, shall be decided on voices or on a show of hands unless a poll is demanded by any person present and entitled to vote. A secret ballot may be sought.

12.4   An entry in the minute book of the proceedings shall be sufficient confirmation of the voting decision of the meeting.

12.5   A procedural motion shall take precedent over all other business.

 13.             FINANCE AND ACCOUNTING

13.1   The Foundation shall keep accounting records that:

(a)         Correctly record and explain the transactions of the Foundation;

(b)         Enable the financial position of the Foundation to be determined with reasonable accuracy at any time;

(c)         Enable the accounts of the Foundation to be readily and properly audited.

13.2         The accounting records shall be kept at the registered office of the Foundation or at such place as the National Council may from time to time determine.

13.3         The financial year of the Foundation shall be from 1 April to 31 March, the period for which the Treasurer shall prepare an Income And Expenditure Account and a Balance Sheet and other accounts as the Treasurer sees fit so as to give a true and fair view of the affairs of the Foundation for the financial year, and these shall be presented at the Annual General Meeting.

13.4   The Treasurer shall present a Statement of the accounts to the Executive at each monthly meeting.

13.5         The Treasurer shall present a Financial Statement stating the current financial position of the Foundation at each National Council Meeting.

13.6         The accounts of the Foundation shall be prepared in accordance with the Standards promulgated by the Institute of Chartered Accountants of New Zealand.

  1. AUDIT

14.1         The Accounts mentioned in Section 13.6 shall be audited by a qualified person, and an audit report shall be presented to the members of the Foundation at the Annual General Meeting.

14.2   The following people shall not be qualified for appointment as an auditor:

(a)         An officer or servant of the Foundation;

(b)         A person who is a partner of or in the employment of an officer or servant of the Foundation.

14.3         No person shall be qualified for appointment as auditor of the Foundation unless a member of the Institute of Chartered Accountants of New Zealand.

14.4         The report of the auditor shall be signed and annexed with the Income and Expenditure Account and other accounts to the Balance Sheet, and shall state that the accounts have been drawn up so as to give a true and fair view of the results of the Foundation for the financial year.

14.5         The auditor shall have the right of access at all times to the books and papers of the Foundation, and shall be entitled to require from the officers of the Foundation such information and explanation as he/she thinks necessary for the performance of the duties of the auditor.

14.6   The auditor shall have the right to attend and to be heard at the Annual General Meeting, and shall have the right to receive all circulars relating to the Annual General Meeting.

 

15.       BRANCHES

15.1         Branches of the Foundation may be established throughout New Zealand.

15.2         The National Council may, by resolution, form and constitute a new Branch at any time.

15.3         The initial membership of a Branch shall not be less than ten persons approved for membership by the National Council.

15.4         All Branches shall be responsible to the National Council and shall submit reports to National Council as required.

15.5         All Branches shall be responsible for promoting the objects of the Foundation in their respective localities by such means as recruiting members, dissemination of information, public meetings, lectures, film video displays, distribution of literature, and other activities.

15.6         All Branches shall operate in a manner consistent with this Constitution, and in accordance with rules and by-laws determined by the National Council, and where established or incorporated, shall amend their Rules and Constitutions accordingly, as directed by the National Council.

15.7         Each Branch shall be comprised of members living or working within an agreed distance, as decided by the Branch.

15.8         The Branch Executive shall be the President, the Immediate Past President, a maximum of two Vice Presidents, a Secretary, and a Treasurer and such numbers of members as may be determined from time to time by the Annual General Meeting of the Branch.

15.9   The Branch Executive activities shall be as follows:

(a)         To conduct the affairs of the Branch;

(b)         To report on the activities of the Branch to the National Council;

(c)         To meet at such regular intervals as it may determine;

(d)         Members of the Branch Executive shall, subject as herein otherwise provided, remain in office, subject to death or resignation, until their successors are elected;

  • (e)            The terms for Branch Officers shall be one year with a maximum of four years.

(f)         Branches may appoint one member to liaise with IYFPDW in their region.

15.10   Branches shall:

(a)         Hold an Annual General Meeting not later than 31 March in each year;

(b)         Present an Annual Report and an audited financial statement at the Annual

General Meeting;

(c)         Elect the Branch officers and members of the Branch Committee, by secret ballot, if necessary;

(d)         Allow each financial member present at the meeting one vote;

(e)         Appoint an auditor.

15.11   Branch Financial Provisions:

(a)         Each Branch will close its financial year on 31 March each year,

(b)         Each Branch shall maintain a bank account and/or Investment Accounts to be operated as directed by the Branch Committee.

15.12   The Branch may be placed in recess by the National Council if the Financial member ship is reduced to less than three members, in which event the balance of its funds shall be transferred to the National Office account to be used as the National Council may decide.

16.      YOUTH FOUNDATION (IYFPDW)

16.1   Youth Foundation (IYFPDW) may be established to:

  1. i)           increase the level of youth awareness of the UN while emphasising a global perspective;
  2. ii)   facilitate discussion and debate on a diverse range of issues through regular communication and activities;

iii)         provide inspiration and opportunities for youth to realise their full potential as decision makers; and

  1. iv)         serve as a voice for youth within the International Foundation for the Protection of Drinking Water (IFPDW), New Zealand and the UN with regards to policies, actions and structural change.

16.2         IYFPDW members shall be

(a)           Individual

(b)         Group (as a single entity with one vote)

(a)     School

(b)     Tertiary Institution

(c)     Community

16.3         IYFPDW shall operate in a manner consistent with this Constitution and in

accordance with the rules and by-laws determined from time to time by National Council

16.4         The IYFPDW Council shall be elected at the Annual General Meeting and shall comprise;

(a)         the Executive as referred to in 16.6;

(b)     up to six representatives of each region.

16.5         IYFPDW shall:

(a)           hold an Annual General meeting not later than May 31st in each year at which all financial members present may speak and vote;

(b)           present an Annual Report including a Financial Statement at that meeting;

(c)           elect the Executive and Council, by secret ballot, if necessary;

(d)           be responsible to the IFPDW National Council and shall submit reports as required.

16.6   The Executive shall be

the President, the Immediate past President (for one year following their term as President), a Secretary, a Treasurer and such numbers as may be determined from time to time by the Annual General Meeting.

16.7         The Executive shall

(a)         be responsible to the IYFPDW Council

(b)         keep financial records and provide all material for audit purposes to the IFPDW executive.

17.     COMMON SEAL

17.1         The Foundation shall have a Common Seal which shall be kept in the custody and control of the National President. The Common Seal shall not be affixed to any instrument except by authority of a resolution of the National Council and in the presence of two members of the National Council who shall sign every instrument to which the Common Seal is so affixed in their presence.

 18.          LIQUIDATION

18.1   The Foundation may at a Special General Meeting pass by a simple majority of those present and entitled to vote, a resolution requiring the Foundation to be placed in voluntary liquidation. Any such resolution shall be confirmed by a subsequent Special Meeting called and held not earlier than thirty days or later than six months after the date on which the resolution to be confirmed, was passed.

18.2         As soon as possible after any proposal in the proper form for voluntary liquidation of the Foundation has been received by the National Office, the Executive shall give notice in writing addressed to the Secretary of each of the Branches giving particulars of the proposal for submission to the Branches, and shall advise the Branches that the proposal will be considered at a Special General Meeting.

18.3         It shall be competent for the Executive to give notice of the meeting by newspaper advertisements or any other form it may desire.

18.4         Notwithstanding anything in this Constitution, the National Council may determine the procedure to be adopted at any Special General Meetings of the Foundation under this rule. In the absence of any such directions or in so far as they do not extend, the members present at such meetings shall determine the procedure.

18.5   If upon the voluntary liquidation of the Foundation there remains, after the satisfaction of all its debts and liabilities, any property whatsoever the same shall not be paid to or distributed among the members of the Foundation but shall be given or transferred to some charitable society or body within New Zealand having objectives similar to the objectives of the Foundation or for some other charitable purpose.

19.      CONSTITUTION AND AMENDMENTS

19.1   A copy of the Constitution shall be issued to National Council members. Branches, Corporate and Affiliated members.

19.2         The Foundation shall, on being required by any member, forthwith deliver or send to the member a copy of the Constitution of the Foundation subject to payment of such reason able fee as may be determined by National Council from time to time.

19.3   The Constitution of the Foundation may be amended or added to by any Annual General Meeting or Special General Meeting, but no such amendment or addition shall be made unless notice of the proposed amendment(s) or addition(s) is lodged in writing with the National Office of the Foundation at least three (3) months prior to the date for the holding of the Meeting. The Executive shall within fourteen (14) days of the receipt of any such notice communicate the contents thereof by letter to National Council members, Branches. Corporate and Affiliated members.

19.4       No addition to or alteration of the Personal Benefit Clause or the Winding up Clause shall be approved without the approval of Inland Revenue.

 

21.     REGISTERED OFFICE

20.1         The Registered Office of the Foundation shall be in the City of Auckland or such other place as may from time to time be determined by the National Council.

21.     WORLD FEDERATION OF UNITED NATIONS FOUNDATIONS

21.1         The Foundation shal1 be a member of the World Federation of United Nations Associations unless, or until, the Annual General Meeting of the Foundation otherwise determines.

22.     BY-LAWS

22.1         The National Council may make By-laws for the regulation of business in accordance with the Constitution and Rules.

23.     PATRONS

23.1         A Patron or Patrons may be appointed for the Foundation or for a Branch at the Annual General Meeting.

24.      PUBLIC STATEMENTS

24.1         All statements in the name of the Foundation shall be made by the National President or the National Council.

24.2         Branch Presidents shall be encouraged to make statements on local issues or on

national issues, provided that it is made clear that they are speaking on behalf of their Branch, and that policy enunciated is in line with that endorsed by the National Council and Annual Conference