The name of the Board is Rotorua Community ICT Trust

2 Aims

The Board is established to carry out within the Rotorua District the following aims:

2.1 To work collaboratively with community groups, funders and other agencies to grow the potential of Computers and the Internet for Rotorua communities.

2.2 To raise awareness about the potential benefits of information and communication technologies (ICT) for community groups and community organisations.

2.3 To partner with local training providers and community organisations to promote increased public awareness of computer training courses, support networks and community ICT initiatives.

2.4 To advocate for and encourage activities that lift the level of computer literacy in Rotorua communities.

2.5 To co-ordinate volunteers and collaborate with training providers to assess and refurbish surplus computer equipment for community groups and community organisations.

2.6 To promote the availability of affordable second-hand computers to community groups and community oprganisations.

2.7 To provide independent advice to community groups and community organisations on computer purchasing decisions.

2.8 To promote information about funding sources for community ICT initiatives.

2.9 To co-ordinate volunteers and collaborate with training providers to provide ICT support and training to community groups and community organisations.

2.10 To promote and facilitate the uptake of open-source operating systems and software and other free or affordable computer tools.

2.11 To promote and facilitate environmentally-friendly practises for the disposal of surplus ICT equipment.

3 Powers

The Board will have the following powers:

3.1 To purchase, lease, hire or otherwise acquire any chattels, land, buildings or any real or personal property: holding these in the name of the Trust: and to construct, alter, restore, improve, maintain, develop, work, manage or control any property as is deemed necessary or calculated to advance the aims of the Board.

3.2 To sell, let, mortgage or otherwise deal with or dispose of any of the property of the Board and to apply any payment received to the furtherance of the aims of the Board.

3.3 To pay any expenses incurred in running the Board.

3.4 To borrow, raise or invest money in any manner and on any terms suitable to the Board provided the transactions are at current market rates.

3.5 To enter into any arrangement or contract with any individual, Government Department or Corporate Body in order to obtain any rights, privileges and concessions which the Board thinks will be beneficial to the furtherance of its aims.

3.6 To enter into contracts of employment or service with any person, body, society (whether incorporated or not) or to appoint managers, agents and attorneys to further all or any of the purposes and aims of the Board and to pay such persons, bodies or societies for their services by way of salary, commission or reimbursement of expenses on such terms as the Board thinks fit, provided that any person who is a Board Member or any person associated with the Board shall not be able to determine or materially influence in any way whatsoever the nature or amount of any benefit, advantage or income, and is not entitled to receive any such benefit, advantage or income, except as provided for by Section 61(27) of the Income Tax Act 1976.

3.7 To alter the powers and rules of the Board provided that no alteration, retraction or addition endangers the charitable aims and status of the Board as approved by the Commissioner of Inland Revenue, nor conflict with these original aims, clauses 8 and 11, nor contravene the provisions of the Charitable Trusts Act 1957.

4 Rules

The Rules of the Board will be as follows:

Constitution of the Board

4.1 The Board will have between 5 and 12 members.

4.2 The Trustees named in this Deed will be the original Board members and their appointment will commence from the date of this Deed.

4.3 A Board member will hold office until he/she:

(i) Resigns

(ii) Is unable to perform his or her duties

(iii) Does not attend 3 consecutive Board meetings without adequate explanation

(iv) Dies

(v) Is removed from the Board according to clauses 4.4 & 4.5.

4.4 A Board member may be removed from the Board by a vote of at least two thirds of the Board members at a General Meeting.

4.5 The Board Member concerned must be given:

(i) At least 14 days notice of the proposed removal

(ii) The reason/s for the proposed removal

(iii) An opportunity to reply at the meeting considering his or her removal.

4.6 Any Board member may resign from the Board by giving notice in writing to the Secretary, and the resignation will take effect from the date notice is received by the Secretary.

4.7 The Board members will be responsible for the management of all the Trust and may exercise all the powers given to it by this Deed.

5 Board Meetings

5.1 The Board will hold at least four meetings in a calendar year and one of these meetings will be the Annual General Meeting.

5.2 At the first meeting of the Board the following officers will be appointed:

5.2.1 A Chairperson who will be responsible for convening and chairing Board meetings.

5.2.2 A Secretary who will carry out the functions allocated to the Secretary in these rules.

A Treasurer who will control the funds of the Board.

5.2.4 Or a Secretary/Treasurer who will be responsible for carrying out the functions of secretary and who will control the funds of the Board.

5.3 In addition to the appointment of Office Holders the Annual General Meeting will carry out the following tasks:

(i) Consider and adopt the Annual Report

(ii) Consider and adopt the Financial Accounts

(iii) Appoint an Auditor or accountant who may not be a board member.

(iv) Consider any other General Business.

5.4 Notice of all Board meetings will be given in writing to each Board member by the Secretary.

5.5 A Board meeting may be called at any time by the Chairperson or any 2 Board Members.

5.6 Running of Board Meetings

(i) The quorum for all Board meetings will be half of the current trustees.

(ii) Decision making at any meeting will be by consensus.

(iii) Should the Board members for any reason become less than 5 continuing members may only act for the purpose of increasing its membership.

(iv) The Board may appoint two or more of its members to form a subcommittee. The subcommittee may co-opt other people who are not Board members for consultation and advice and terminate the co-option when no longer required. All proceedings of sub-committees are to follow the Board rules and procedures and minutes are to be duly maintained.

(v) The Financial Year of the Board will end on 31st of March.

6 Minute Book

All proceedings of Board Meetings will be recorded in a hard-copy Minute Book which will be held by the Secretary of the Board.

7 Common Seal

The Common Seal of the Board will be held by the Secretary and will be used only when authorised by a resolution of the Board. When the seal is used it will be signed by the Secretary and one other Board member appointed to sign that document by the Board.

8 Control of Funds and Property

8.1 The Board, through its Treasurer will keep proper books of account and will prepare annual accounts which are to be audited by a suitably qualified person.
All funds received by the Board will be paid into the Board’s bank account.

8.2 All cheques and withdrawal slips on the Board’s account will be signed by the Chairperson and one of two other Board members appointed by resolution of the Board.

8.3 The Income and Property of the Trust is to be applied solely to further the aims of the Trust. No income or property is to be paid or transferred directly or indirectly to any members of the Board or associated people. This will not prevent payment of reasonable wages or expenses to any officer or employee or member of the Board for any services performed by them for the Trust where the Board would have had to pay for that service if it was carried out by somebody who was not a Board member.

9 Indemnity

Board members, Secretary, Treasurer and other officers if any, will 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.

10 Alterations and additions to the Rules:

The Board may Alter add or cancel rules at a Board meeting provided that:

(i) Written notice of the proposed change is notified when calling the meeting.

(ii) The meeting may amend the proposed change.

(iii) There is consensus agreement to the proposed change.

(iv) No alteration, addition or cancellation conflicts with the provisions of clauses 2, 3.7, 8 & 11.

11 Winding up

The Charitable Trust will be wound up if:

(i) There is a consensus at a General Meeting to wind up the Board.

(ii) A second meeting is held not earlier than 30 days and not later than 42 days since the first meeting to confirm or reject the resolution.

(iii) At the second meeting a two-thirds majority of the members confirm the resolution.

(iv) On winding up any assets of the Trust, after the satisfaction of all costs, debts and liabilities, will be distributed to the Rotorua District Council for redistribution to any charitable organisation or body within Rotorua that has a similar charitable purpose or purposes.

12 Members of the Trust

The Trustees may establish a members group. The Trustees shall establish rules regarding members. The following provisions shall apply to members:

(i) The Members will not be a separate legal entity and shall have no rights to the Trust Assets at any time.

(ii) Subject to sub-clause (iii) below, on payment to the Trust of such amount as the Trustees shall determine from time to time each member shall become a member of the Trust and shall have such rights as the Trustees shall determine.

(iii) Notwithstanding any of the provisions of the above sub-clauses the Trustees will not establish rules which confer to any member rights or privileges of a pecuniary nature.