Toi Ora Live Art Charitable Trust
Deed.
Vision Statement:
Inspiring Well Being Through Creativity.
(Approved at Trustee meeting on 02-07-08)
1. Name
The name of the trust shall be Toi Ora Live Art Charitable Trust.
2. Mission statement
To foster mental wellbeing through the development of a multiform artspace for people who use mental health services and to promote the social, intellectual, artistic and creative pursuits that enrich peoples lives.
3. Definitions
a) The Board: Board of Trustees
b) Trustee: An officer or member of the board.
c) The Trust: Toi Ora Live Art Trust
d) Members: Mental Health consumers who are enrolled users of the services/organizational members.
e) User Group: all the members as a unit
f) Focus Group: Forum for user group/member feedback to be taken to the board
g) General Hui: regular general board meetings of the trustees
h) Annual Hui: annual general meeting
i) Special Hui: Meeting organized for a specific reason apart from the previously mentioned hui
4. Purposes
a) to respect and implement the dual heritage of the partners of Te Tiriti o Waitangi (The Treaty of Waitangi)
b) to respect the cultural diversity and individuality of people and encourage people from all nationalities to utilize the trusts facilities and services.
c) To provide studio space and tutored workshops/ classes for people to develop their strengths and potential in the arts in a safe, non-institutional environment.
d) To operate from a holistic health philosophy where the focus is on potential and ability rather than disability and illness.
e) To provide a member led service through majority representation on the board and forums for service related communication
f) To nurture a member culture of independence and initiative within the service.
g) To form and maintain relationships with local, national and international organizations providing arts access for consumers of mental health services
h) To form and maintain relationships with local and national providers of mental health services.
i) To form and maintain relationships within the local, national and international art community
j) to provide access to art materials, information and resources for those whose circumstances preclude them from participation in other community art programmes.
k) To provide a creative and positive use of time for those whose circumstances preclude them from entering the full time paid workforce.
l) To provide opportunities for performance, publishing and exhibition of artwork as well as access to information on these opportunities within the wider art community
m) To contribute to the cultural heritage of the city by offering an environment for the expression of individual and collective creative ideas and commentary.
n) To promote healthy balanced communities through the principles of equality, empathy and basic human rights
o) To create and maintain a strong financial foundation which will ensure the stability and long term sustainability of Toi Ora Live Art Trust.
5. Area of Operation
The activities of the Trust will be limited to Aotearoa / New Zealand.
6. Registered Office
The registered office of the Trust shall be at such place or places as the Board may from time to time determine.
7. The Board of Trustees
a) The Board of Trustees will comprise of no more than seven nor fewer than four Trustees and least 50% of the Trustees must also be members of the user group of Toi Ora Live Art Trust.
b) Nominations for the board shall be written or verbal and received seven days before the Annual Hui. Nominations will also be accepted at the meeting for any positions that remain vacant.
c) Successful candidates must have at least 75% of votes at the Annual Hui. If so needs to be added to exceptions.
d) Any vacancies occurring in the membership of the board may be filled by appointment made by the remaining trustees who shall have regard to the need to appoint persons interested in the boards objectives and capable of assisting the board to carry out its objectives by reason of their skill, expertise, profession or standing in the community or other qualifications in consultation with user group and staff. Co-option of members to the Board should be in consultation with the user group
e) The Board of Trustees may co-opt up to three new trustees throughout the year should vacancies arise, provided 75% of the existing board members agree. Vacancies will be filled by high polling candidates from Annual Hui where possible.
f) If any more than 3 vacancies arise during one year a Special Hui must be called by the Board to elect further board members.
Officers of the Board shall be:
a) A chairperson(s) who shall be a member of the board
b) A secretary whose duties shall be to give notice of all meetings, to keep minutes and records of all meetings of the board and to perform such other duties as the board may direct and as are normally incidental to the office of secretary.
c) A treasurer who shall have custody of the books of account and charge of the funds of the trust and to perform such other duties as the board may determine and as are normally incidental to the office of Treasurer.
d) The secretary need not be member of the Board.
e) The officers shall be elected at the first general hui (monthly Board of Trustee meeting) following the Annual hui. (AGM)
8. Term of Office
Term of office for trustees shall be twelve months or until the next Annual Hui (whichever comes first) after which the trustee may seek reappointment.
9. Termination of board membership
a) Any officer or trustee may resign his or her membership by submitting a written or oral resignation to the Board.
b) In the event that he or she fails to attend three consecutive board meetings without reasonable cause or without leave of absence granted by the board he or she shall ipso facto cease to be a trustee of the board
c) Any officer or other trustee of the Board may be removed by a resolution of a general Hui of which prior notice was given in the notice of meeting and which is passed by a number of at least two thirds of the group. If any trustee acts in a manner that is harmful to the Trust, their membership may be terminated by the Board, provided that:
i) The Board notifies the trustee concerned of the proposed termination in writing and the reasons for it
ii) The trustee concerned is given an opportunity to be heard by the Board Group.
iii) If expelled, the board member has a right of appeal to a general meeting within 28 days of the Boards decision. The Board shall call a special hui to consider the appeal.
10. Functions of the Board
The functions of the Board shall be
a) To keep proper books of account and handle the Trust’s finances
b) To keep a register of Trustees
c) To have control of the common seal
d) To call all Hui
e) To carry out, in consultation with the User group; all other aspects of the Trust’s affairs
f) The Board shall ensure that the User Group has an opportunity to consider and comment on all major matters that will be decided upon by the Board prior to any determination being made. The forum for this communication is the Focus Group.
11. Hui
a) General Hui
i) The Board shall meet at such times and places as it determines at least every two months and at other times if requested by the User Group, staff or by any two Board members.
ii) The quorum for general hui shall be four.
iii) Organisational members and the public are welcome to attend general hui but do not have voting rights.
iv) The board have the right to go ‘in committee’ at any time it chooses but in doing so will:
- Make the reasons for this clear
- Reserve the rights to include or exclude any non-board member it so
- Make all efforts to look ahead and signal any such ‘in committee’ session in the agenda or at the beginning of the meeting.
b) Annual Hui
The Annual Hui of the Trust shall be held every twelve months. The business of the Annual Hui shall include the following:
i) The appointment of the members of the board
ii) The presentation of the audited financial accounts
iii) To consider any resolution of which not less than fourteen days notice in writing before the date of the meeting has been given to the secretary
iv) To generate, maintain and/or alter a list of goals for the Trust that relate to the fulfillment of the trusts objectives
v) Any other business relating to the objectives of the trust
vi) Board members and organizational members have voting rights.
c) Special Hui
i) Any three members and/or trustees may request the Board to call a Special Hui.
ii) The request shall include the matters for discussion at the Special Hui. Within twenty one days of receiving the request, the Board shall call a Special Hui.
iii) Board members and organizational members have voting rights.
d) Quorum of Annual and Special Hui
The quorum for Annual and Special Hui shall be ten.
e) Notice of Hui
i) Fourteen days notice of all Hui shall be given
ii) Notice of all Hui shall be placed on a notice board at the premises where the Trust’s Centre is operating
iii) The notice shall specify the time, date and place of the Hui
iv) Notice for a Special Hui shall include the reasons for calling it.
12. Procedure for Hui
a) The chairperson will chair the hui.
b) In the absence of the chair the Board will elect a Trustee present to chair the hui.
c) Major decisions relating to the objects of the Trust must have the full vote of the board. Votes can be made in absence via email, post, letter or any other method acceptable by board members
d) Decision making at all hui shall be by consensus whenever possible. Where consensus can not be achieved;
i) defer until next hui if possible so more information can be collected and trustees have time to consider the matter concerned.
ii) if a decision must be made at that time the decision shall be made by a simple majority of votes with the exception of clauses 7e, 9c and 19a.
e) Voting will be by a show of hands unless three or more members request a secret ballot.
f) If voting is tied the chairperson has the casting vote including his/her personal vote.
g) The secretary will ensure that minutes are recorded and are available to all of the trustees. At each hui the secretary will record
i) The names of those present
ii) The decisions made by the board
iii) Any other matters discussed at the hui
13. Functions, Powers and duties of the Board of Trustees
To further the above charitable objects the Trust shall have the following powers:
a) To control, administer and manage the property, funds and affairs of the trust.
b) To purchase, lease, hire or otherwise acquire any real or personal property
c) To sell, let, mortgage or otherwise dispose or deal with any of the property and assets of the Trust
d) To construct, maintain or alter any buildings or property
e) To borrow, raise or invest money on such terms as may be thought fit
f) To employ, retain or engage people
g) To do all such other things as not being contrary to law and not prohibited by these rules, that shall or may be necessary or desirable in the opinion of the board for the carrying out and performance of the objects.
h) To carry out, effect and perform the objects according to law and as provided in and by the Charitable Trust Act 1957 or subsequent enactment.
i) To maintain the privacy and confidentiality of people who use the service provided by the Trust or employed, co-opted or appointed by the board.
j) To co-opt persons not on the board to attend general hui as the board may from time to time deem expedient for the carrying out of objects. These persons do not have voting rights at general hui.
k) To prepare, maintain and negotiate the Managers and Studio/Arts Coordinators employment contracts
14. Finances
The financial year of the society shall be from the 1st day of April until the 31st day of March the following year
a) The Board through its Treasurer will ensure that true and fair accounts are kept of all money received and expended by the Trust
b) All funds received by or on behalf of the Trust shall be paid into the Trust’s bank account
c) All cheques and withdrawal slips drawn on the Trust’s account shall be signed by two persons of the three designated by resolution of the Board.
d) Accounts must be audited annually
15. User Group / Members of the Trust
The User Group comprises of adult users of mental health services who are enrolled at the Centre.
a) The User Group shall be consulted regarding the following matters concerning the Trust’s Centre in the forum of the focus group (within policy and financial guidelines):
i) The design of its programmes
ii) The use of its space
iii) Its hours of operation
iv) Any other matters relating to its routine operation
16. Membership of the Trust
Service users wishing to become members of the Trust shall become so if
a) they meet the criteria on the Toi Ora Live Art Trust enrolment form
b) complete and sign the Toi Ora Live Art Trust enrolment form in writing
17. Termination of Membership of the Trust
Any member may terminate their membership verbally or in writing at any time. If a member acts in a manner that is harmful to the trust, their membership may be terminated by the Board provided that:
a) The Board has consulted with the member.
b) The Board notifies the member concerned of the termination and the reasons for it in writing.
c) The member concerned is offered an opportunity to be heard by the Board.
d) If membership is terminated the member has a right to appeal within 28 days of the decision. A special hui will be called to consider the appeal.
18. Common Seal
a) The Common Seal of the Trust shall be kept in custody of the Board
b) The Common Seal shall be affixed with the signatures of two persons designated by the Board to such documents as the Board decides.
19. Alteration of Rules
a) The rules of the Trust may be added to, altered, or rescinded by a motion passed by at least 75% of votes at a special hui or an annual hui.
b) Any proposed change(s) shall be included on the notice calling the Hui
c) No addition, alteration or rescission shall derogate from the non-profit or charitable status of the Trust.
20. Disposition of Surplus Assets
On the winding up of the Trust, all surplus assets, after the payment of costs, debts and liabilities will be given to other charitable organisation/s within New Zealand as the Board will decide. If the Trust is unable to make such a decision, the surplus assets will be disposed of in accordance with the directions of the High Court pursuant to section 27 of the Charitable Trusts Act 1957 or subsequent enactment.
21. Indemnity
All Trustees shall be indemnified by the board from and against all losses and expenses properly incurred by them in or about the discharge of their respective duties. |
