CONSTITUTION AND RULES
OF CANTERBURY MASONIC
CHARITABLE TRUST
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1 NAME
The name of the Trust is The Canterbury Masonic Charitable Trust.
2 REGISTERED OFFICE
The registered office of the Trust shall be established in the city of Christchurch or such other place as the Board may from time
to time determine.
3 DEFINITIONS(a)
"Trust" means the Canterbury Masonic Charitable Trust.
(b) "Board" means the Board of Trustees appointed and elected under these Rules.
(c) "Canterbury Masonic District" means Masonic Districts 25, 26 and 27 of the Grand Lodge of Antient Free and Accepted
Masons of New Zealand.
(d) "Member" means a member of the Trust as provided in these Rules.
(e) "Trustee" means a member of the Board.
4 OBJECTS
The objects for which the Trust is established are:
(a) For the purpose of acquiring, developing, owning, managing and operating retirement villages, rest homes, hospitals
and other residential accommodation and care facilities for elderly or people with disabilities.
(b) The raising of funds and applying the same for any purpose which is recognised as being charitable under the laws of
New Zealand including the relief of poverty, advancement of education or any other purpose beneficial to the community.
5 MEMBERSHIP
The membership of the Canterbury Masonic Charitable Trust may comprise the following.
Honorary Life Members
Associate Life Members
Full Members
Associate Masonic Chapters, Conclaves and Preceptories
Associate Members
Members for the time being of the Board of Trustees
(a) At any Annual Meeting or other General Meeting of the Trust, any person who has rendered eminent service to the
Trust may be appointed to be an Honorary Life Member of the Trust.
(b) Any person who shall contribute a single donation of not less than $500-00 to the Trust may be elected by the Board to
be an Associate Life Member of the Trust.
(c) Every Masonic Lodge in the Canterbury Masonic District holding under The Grand Lodge of New Zealand which shall
subscribe an annual sum per member which shall be fixed from time to time at the Annual Meeting of the Trust after prior Notice
of Motion shall have been given, shall be entitled to Full Membership.
(d) Masonic Chapters, Conclaves and Preceptories may be elected to Associate Membership of the Trust by the Board on
payment of an annual subscription.
(e) The subscriptions payable annually by the various classes of Associate Members shall be fixed from time to time by the
Trust at any Annual or other Special General Meeting after due Notice of Motion has been given.
(f) All Life Members, Full Members, Associate Members and Members for the time being of the Board of Trustees have a
right to attend every Annual Meeting and other Special General Meeting of the Trust, and in the case of Masonic Lodges,
Chapters, Conclaves and Preceptories by being represented thereat by one Delegate or Representative, and in the case of
other Associate Members, by being present in person.
(g) Any Full Member Lodge may vote at an Annual Meeting or other Special General Meeting of the Trust by its Delegate or
Representative present at such a meeting duly appointed in writing under the hand of its Master and Secretary. If following his
appointment such Delegate or Representative is unable to attend, the Master and Secretary may appoint in writing some other
Delegate or Representative to act in his stead.
Nevertheless, any Lodge of which the subscriptions to the Trust for the previous financial year or years remains unpaid at the
date of the Annual Meeting or other Special General Meeting as the case may be, shall not have voting rights by its Delegate or
Representative or otherwise at any such meeting.
(h) Honorary Life Members and Members of the Board of Trustees may vote at an Annual Meeting or other Special General
Meeting personally, in addition to exercising any vote or votes in a representative capacity.
(i) Associate Members shall not have voting rights at any Annual Meeting or other Special General Meeting.
(j) Any Member or Associate Member may resign from the Trust by notice in writing to the Secretary of the Trust.
6 MEETINGS OF MEMBERS
Annual Meetings
(a) The Annual General Meeting of the Trust shall be held once in each calendar year at such time and place as the Board
shall determine.
(b) The business of the Annual Meeting shall be:
To confirm the minutes of the previous Annual Meeting
To receive the Annual Report and Financial Statements
To elect Trustees in accordance with these Rules
To elect an Auditor
To consider any other general business which may be brought before the meeting
Special General Meetings
(c) The Board may from time to time convene a Special General Meeting of the Trust and shall do so on requisition in writing
signed by at least 10 Members of the Trust. Any requisition shall specify the object of the proposed meeting.
(d) The business of a Special General Meeting shall be to consider only the matters specified in the notice calling the
meeting.
Summoning an Annual Meeting or a Special General Meeting
(e) Notice of the time and place of any meeting of the Trust shall be given at least 40 clear days before the proposed
meeting by sending a written notice of the meeting to:
Each Trustee
Each Member
The Secretary of each Lodge in the Canterbury Masonic District
Voting at Meetings
(f) At each meeting of Members each Member who is then financial shall have one vote.
(g) Any Member may appoint a representative or proxy to represent the Member at a meeting. Signed notice of the
appointment of a representative or proxy must be lodged with the Secretary of the Trust at least three days prior to the date
of that meeting.
Procedure at Meetings
(h) A quorum for any meeting of Members shall be not less than 10 Members entitled to vote and present either personally
or by proxy or representative.
(i) Every question before the Trust at any meeting of Members shall be decided by a majority of members present (in
person or by proxy or personal representative) entitled to vote and voting.
(j) Every resolution shall in the first instance be decided by voice or if the Chairman shall so decide, by a show of hands.
(k) Any three Members may demand a poll. If demanded a poll shall be held in such manner as the Chairman directs.
(l) The Chairman of the Board, or if he is not present the Deputy Chairman of the Board, shall chair all meetings of
Members. If neither the Chairman nor Deputy Chairman is present the meeting shall appoint a Member to chair the meeting.
(m) The Chairman shall have a casting as well as a deliberative vote.
7 FINANCE AND ACCOUNTS
(a) The financial year of the Trust ends on the 30th day of April in each year.
(b) The audited Statement of Financial Performance and Statement of Financial Position shall be presented annually to the
Board for approval and thereafter submitted to the Annual Meeting of Members.
(c) A copy of the Statement of Financial Performance and Statement of Financial Position shall be posted to each member of
the Board and to the Grand Secretary at least seven days prior to the meeting of the Board at which it is to be considered.
(d) The books of the Trust shall be open at appointed times to the inspection of any Member of the Board or any person
appointed by it who may take copies and extracts thereof.
(e) All moneys collected or received by the Trust and belonging to the Trust shall be paid forthwith into an account in the
name of the Trust at such bank or banks as the Board may from time to time determine.
(f) No moneys may be withdrawn from the Trust's bank account except by cheque or authorisation signed in such manner
as the Board shall from time to time determine. Cheques and other negotiable instruments requiring endorsement shall be
endorsed in such manner as the Board shall from time to time determine.
8 BOARD OF TRUSTEES
(a) The funds and property of the Trust shall be controlled and its affairs shall be administered by a Board of Trustees
which shall constitute the governing authority of the Trust.
(b) The Board of Trustees shall consist of nine elected members, the Divisional Grand Master of the Southern Division, or
his nominee and the District Grand Masters of Districts 25, 26 and 27 (referred as the Canterbury Masonic District) for the time
being ex officio. The nine elected members of the Board of Trustees shall be elected from the Canterbury Masonic District.
Every such elected member shall be a subscribing or Honorary member of a Lodge of Freemason's of the Canterbury Masonic
District holding under the Grand Lodge of Antient, Free and Accepted Masons of New Zealand.
(c) Three elected Trustees shall be elected at each Annual Meeting.
(d) If a vacancy occurs on the Board by reason of the death or resignation of a Trustee or for any other cause then such
vacancy shall be filled either by re-appointment if appropriate in accordance with Rule 8 (b) or by invitation of the Board
Chairman and confirmed by the remaining Trustees for the remainder of the particular term, whichever is applicable.
(e) Subject only to the provisions of other Rules herein any retiring Trustee may offer himself for reappointment or
re-election.
(f) A Trustee shall be a member of a regular Craft Lodge located within the Canterbury Masonic District.
(g) At the first meeting of the Board held after the Annual Meeting, the Board shall elect from among its members a
Chairman and a Deputy Chairman, Treasurer and Secretary.
9 MEETINGS OF THE BOARD
(a) The Board may hold meetings from time to time and at such places as it shall determine.
(b) The Chairman, or in his absence the Deputy Chairman, may from time to time convene a meeting of the Board at such
time and place as the person convening the meeting shall decide.
(c) A meeting shall be convened at any time on the requisition in writing of three Trustees. The requisition shall state the
purpose for which the meeting is required.
(d) Notice of each meeting of the Board shall be given to each Trustee in writing sent by post to the last known address of
that Trustee at least seven days before the date of the meeting.
(e) At every meeting of the Board, the Chairman shall preside. If the Chairman is not present the Deputy Chairman shall
preside. If neither the Chairman nor Deputy Chairman is present the Board shall elect a Trustee to preside at that meeting.
(f) Four Trustees personally present shall constitute a quorum at any meeting of the Board.
(g) At every meeting of the Board a resolution put to the vote shall be decided by a simple majority. In the event of an
equality of votes the Chairman of the meeting shall be entitled to a second or casting vote.
10 RESOLUTION BY ENTRY IN THE MINUTE BOOK
The Board may pass a resolution without calling a meeting or without giving any previous notice, pass a resolution signed by
not less than two thirds of the Trustees, for the purpose of becoming an entry in the minute book of the Board as if it had been
passed at a meeting of the Board duly convened and held. The resolution may consist of a single document or several
individual documents in the form signed by one or more Trustees. A copy of the resolution shall be sent to each Board member.
11 TELECONFERENCE MEETING OF TRUSTEES
(a) The contemporaneous linking together by telephone or other means of communication of the Board or a number of
Trustees not less than the quorum of the Board (whether or not any one or more of the Trustees is out of New Zealand) shall
be deemed to constitute a meeting of the Board and all the provisions of these Rules in respect of such meetings shall apply so
long as the following conditions are met.
(b) All Trustees entitled to receive notice of a meeting of the Board shall be entitled to notice of the meeting by telephone
or other means of communication and to be linked by telephone or other means for the purpose of such meeting, and shall
have first received two working days prior notice of such meeting.
(c) Each Trustee taking part in a meeting by telephone or other means of communication must throughout the meeting be
able to hear each of the Trustees taking part in the meeting.
(d) At the commencement of the meeting each Trustee must acknowledge the Trustee's presence for the purpose of the
meeting to all other Trustees taking part.
11 POWERS AND DUTIES OF THE BOARD OF TRUSTEES
The Board of Trustees shall have full power and it shall be its duty:
(a) To carry out and perform the objects and purposes and manage the affairs of the Trust according to law and as
provided in the Certificate of Incorporation issued under the Charitable Trusts Act, 1957 and in accordance with these rules.
(b) To appoint officers, assistants and other servants whether honorary or otherwise and upon such terms and conditions
as the Board of Trustees shall think fit. Any person so appointed shall, subject to the provisions hereinafter set forth, be
removable by the Board of Trustees.
(c) To appoint sub-committees as it may from time to time deem expedient for the carrying out of the objects of the Trust.
The members of such sub-committees need not necessarily be members of the Board of Trustees and may include women.
(d) To arrange for the raising and collection of funds, to control the expenditure of funds collected and to invest surplus
funds as may be determined from time to time.
(e) To adopt such policies and procedures for the operation of the Trust as may be consistent with this Constitution and
Rules and designed to carry out the objects of the Trust.
(f) To comply in all respects with the provisions of the said Act in so far as they relate to and affect the Trust.
12 COMMON SEAL
(a) The Board shall procure a common seal for the Trust and provide for its custody.
(b) The common seal shall not be affixed except pursuant to a resolution of the Board.
(c) The common seal shall be affixed in the presence of two Trustees who shall thereupon sign the document.
13 REGULATIONS
(a) The Board may make, amend or rescind by-laws or regulations not consistent with these Rules for better attaining the
objects of the Trust or any of them and without detracting from the generality of the power hereby conferred in particular to:
(b) Prescribe conditions, but not so as to restrict the class of persons intended to be benefited by the Trust, for the
admission of people to any village, rest home, hospital, residential accommodation or care facility under its charge.
(c) Regulate the required conduct of any person or persons residing or accommodated in any village, rest home, hospital,
residential accommodation or care facility under its charge.
(d) Regulate the required conduct of any servant or employee of the Board and/or Trust.
(e) Establish disciplinary or dispute solving powers and tribunals.
(f) Prescribe forms, reports and returns required to be made by any person.
(g) Regulate procedures at any meeting.
(h) Provide for any matter not covered or provided for in these Rules.
15 ALTERATIONS TO RULES
(a) These rules may be altered, added to, rescinded or otherwise amended, after approval by the Board of General
Purposes, by a resolution duly passed by a majority of two-thirds of the Members present and voting at the Annual Meeting or
at a Meeting convened for that purpose provided that the notice convening such a meeting whether annual or otherwise shall
set forth the purpose to alter, add, rescind or other amendments and duplicate copies of what has been altered, added,
rescinded or amended shall forthwith be delivered to the proper authorities to be filed with this Constitution and Rules.
(b) Notwithstanding anything in these Rules, no proposed alteration to this Constitution or these Rules shall be
entertained, and no amendment may be adopted or have any force or effect if it shall purport to authorise the application to
any purpose which is not in law a public charitable purpose in New Zealand and the funds and property of the Trust, or in
regard to any property which may at any time in the future be vested in the Board and/or the Trust for a public charitable
purpose in New Zealand.
16 DISSOLUTION
The Trust may be wound up in the manner provided by Section 24 of the Charitable Trusts Act 1957 or any amendment thereof
or Act passed in substitution therefore.
17 RESTRICTION ON DISPOSAL OF PROPERTY
(a) If the Trust shall be dissolved or shall resolve to cease to exist, then, notwithstanding any other provision contained in
these Rules, the residue of any funds, assets, investments or other property vested in the Board and/or Trustees as may
remain after payment of all liabilities, costs and expenses shall be disposed of in such manner and at such time as the Board
may determine after taking into consideration and having regard to any special directions of the meeting of the Trust at which
the resolution to dissolve shall have been passed, provided however neither the Board nor any member of the Trust shall
benefit directly or indirectly by the disposal of the residue of the aforementioned property but those funds shall be applied to a
purpose that is in law a public charitable purpose in New Zealand.
(b) No benefit or advantage whether or not convertible into money or any income of any kind shall be afforded to, or
received, gained, achieved or derived by any of the persons specified in paragraphs (i) to (iv) of the second proviso to section
CB4(c) of the Income Tax Act 1994, or any enactment or amendment thereof or in substitution therefore, where that person is
able, by virtue of that capacity as such a person specified therein, in any way (whether directly or indirectly) to determine, or to
materially influence in any way the determination of, the nature or the 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 exempted
by that section and save reasonable remuneration for services performed.
The Trust adopts and agrees to the conditions provided in the Book of Constitution of the Grand Lodge of Antient Free and
Accepted Freemason's of New Zealand and agrees to be bound by any such future changes in the Book of Constitution that are
relevant.
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The Trustees wish to retain this part of the original Constitution and Rules of the Trust.
WE HEREBY CERTIFY that the foregoing Rules were adopted for the Constitution and Rules of the Canterbury Masonic
Charitable Trust to be incorporated under the provisions of the Charitable Trusts Act 1957 by Resolution duly passed at a
properly constituted General Meeting of the Trust and of the Board of Trustees therefore held at Christchurch on the 19th day
of April 1961.
A H CAVELL, Chairman
T MACKENZIE, Secretary
Dated 19th April 1961
THE CHARITABLE TRUSTS ACT 1957
CONSTITUTION AND RULES OF CANTERBURY MASONIC CHARITABLE TRUST
A H CAVELL, LEITCH & PRINGLE,
Solicitors, Christchurch.
The first elected members, who shall hold office until the Annual Meeting to be held in the month of September 1962, shall be;
From Mid-Canterbury:
(1) Arthur Hamilton Crisp Cavell, of 236 Papanui Road, Christchurch, Barrister and Solicitor.
(2) Alan Frederick Fisher, of 35 Helmore's Lane, Christchurch, Accountant.
(3) John Stanley Hawker, of 29A Snowden Road, Christchurch, Retired.
(4) Aage Bernhard Christensen, of 70 Bishop Street, Christchurch, Retired.
(5) Sydney William Hayes, of 13 Barrington Street, Christchurch, Builder.
(6) William Keith Blow, 33 McMillan Avenue, Cashmere, Christchurch, Company Manager.
From South Canterbury:
(7) William Annett, of 10A Seaview Terrace, Timaru, Retired.
(8) Albert Leicester Mangin, of Methven, Farmer.
From North Canterbury:
(9) Jack Charles Hancox, of 18 Ayers Street, Rangiora, Electrical Engineer.
(10) John Frank Wade, of Cheviot, Storekeeper.