Trust Board

The three trustees are appointed by the annual general meeting of the New Zealand Chess Federation. They are appointed for three-year terms, with one retiring each year. Members of the Trust Board are:

Ted Frost, chairman, a past president of the Federation, a past All-Wellington chess champion, life member of Wellington Chess Club, former editor of l'he Dominion, and founder of the original Chess Friends of New Zealand fund.

Graham Haase, life member and former president of Otago Chess Club, vice-patron of NZCF and a trustee of the NZ Chess Foundation. Won the South Island and NZ Championships in 1962 and played in a zonal in Singapore.

Peter Weir, former president of the North Shore Chess Club, member of the New Zealand team at the Buenos Aires Chess Olympiad 1978, and senior solicitor in the Auckland Companies Office.

Trust treasurer is Bill Poole, M.Com. CA (retd), past president of the Federation, life member of Wellington Chess Club, played the best game at N.Z. Congress 1957-58, enrolled in "The F.I.D.E. Golden Book" for service to international chess.

A foundation member of the trust board was Richard Sutton, a fonner South Island chess champion and Professor of Law at the University of Otago. Richard has given valuable advice on legal issues raised in setting up the trust.

DEED OF TRUST
CHESS FRIENDS OF NEW ZEALAND

1. Entitlement
1.1 THIS DEED is made the 26th day of January 1998

2. Party
2.1 The only party to this Deed is NEW ZEALAND CHESS FEDERATION INCORPORATED a society incorporated under the Incorporated Societies Act 1908 and having its registered office at Wellington ("the Federation").

3. Background
A. The Federation wishes to establish a charitable trust ("the Trust") for the purposes described in clause 6 of this deed.
B. The Federation enters into this deed specifying the purposes of the Trust and providing for its control and government.

THIS DEED WITNESSES that in pursuance of the premises the Federation DIRECTS AND DECLARES that the Trust (when incorporated) shall be operated under the terms of this deed namely:
4. Name
The name of the Trust shall be CHESS FRIENDS OF NEW ZEALAND TRUST.
5. Office
The Office of the Trust shall be such place in New Zealand as the Board of Trustees may determine.
6. Purposes
The purposes of the trust are as follows:
(a) to promote the development and the playing of chess among the public of
New Zealand (including chess players);
(b) to provide facilities for the public of New Zealand (including chess players ) to be educated in the game of chess; without restricting the scope of those facilities, it is declared that they include the provision of financial assistance, coaching, equipment and other appropriate assistance.
7. Board of Trustees
7.1 Number of members of board. The Board of Trustees ("the Board") shall consist of three members. The initial members of the Board shall be appointed by the Council of the Federation and are named in the Schedule and shall be signatories to this Deed.
7.2 Term of board.
(a) The terms of office of the initial members of the board shall be those stated in the Schedule.
(b) The term of office of each member of the board other than the initial members shall not be more than 3 years and shall expire in rotation from the day nominated by the Council in appointing the initial members in terms of Clauses 7.1 and 7.2(a ).
7.3 Termination of membership. Each member of the board shall hold office for his term of office in terms of Clause 7.2 or until he dies or is declared bankrupt or is found to be a mentally disordered person within the meaning of the Mental Health (Compulsory Assessment and Treatment) Act 1992 or indicates in writing that he wishes to resign from the board.
7.4 Appointment of new members of the board.
(a) The Federation shall, as soon as practicable after being notified by the Board of any vacancy in the membership of the Board arising other than through expiry of a member's term of office, appoint a replacement member.
(b) On the expiry of a member's term of office or so soon thereafter as practicable, the Federation shall appoint a replacement member.
(c) Any retiring member shall be eligible for reappointment.
7.5 Name of the Board. The name of the Board shall be CHESS FRIENDS OF NEW ZEALAND TRUST BOARD.
7.6 Incorporation. The Trust Board shall forthwith apply for incorporation under the Charitable Trusts Act 1957 under the name and style of Chess Friends of New Zealand Trust Board.
8. Powers
8.1 General and specific powers. In addition to the powers implied by the general law of New Zealand or contained in the Trustee Act 1956, the powers which the Board may exercise in order to carry out its charitable purposes are as follows:
(a) to use the funds of the trust as the Board thinks necessary or proper in payment of the costs and expenses of the trust, including the employment of professional advisers, agents, officers and staff as appears necessary or expedient; and
(b) to purchase, take on lease or in exchange or hire or otherwise acquire any land or personal property and any rights or privileges which the Board thinks necessary or expedient for the purpose of attaining the objects of the trust and to sell, exchange, bail or lease, with or without option of purchase, or in any manner dispose of any such property, rights or privileges as aforesaid; and
(c) to carry on any business; and
(d) to invest funds in any way permitted by law for the investment of trust funds and upon such terms as the Board thinks fit; and
(e) to borrow or raise money from time to time with or without security and upon such terms as to priority and otherwise as the Board thinks fit; and
(f) to do all things as may from time to time appear necessary or desirable to enable the Board to give effect to and to attain the charitable purposes of the trust.
8.2 Employment. Under Clause 8.1(a) the Board may employ as agents, officers and staff persons who are members of the Board but only in an honorary capacity.
9. Income, benefit or advantage to be applied to charitable purposes.
9.1 Application. Any income, benefit or advantage shall be applied to the charitable purposes of the Trust.
9.2 Influence. No member of the Board shall derive any income, benefit or advantage from the Trust where they can materially influence the payment of the income, benefit or advantage except where that income, benefit or advantage is derived from:
( a) professional services to the Trust rendered in the course of business charged at no greater rate than current market rates; or
(b) interest on money lent at no greater rate than current market rates.
10. Proceedings of the board
10.1 Meetings. The Board shall meet at such times and places as it determines, and shall at its first meeting and at every subsequent annual general meeting elect a chairperson from amongst its members who shall hold office until the next annual general meeting of the Board.
10.2 Chairperson. The chairperson shall preside at all meetings of the Board at which he is present. In the absence of the chairperson from any meeting, the members present shall appoint one of their number to preside at that meeting.
10.3 Quorum. At any meeting of the Board a majority of members shall form a quorum and no business shall be transacted unless a quorum is present.
10.4 Voting. All questions before the Board shall be decided by consensus. However, where a consensus decision cannot be reached on a question, it shall, unless otherwise specified in this deed, be put as a motion to be decided by a majority of votes. If the voting is tied, the motion shall be lost. Any resolution exercising the Board's powers under Clause 8.1(e) shall be unanimous.
10.5 Reports. The Board shall report regularly on its activities to the Federation and, in particular, shall present a detailed annual report to the Annual General Meeting of the Federation.
10.6 Method of holding meetings. A meeting of the Board shall be held either:
(a) by a number of members, who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or
(b) by means of any form of audio, visual or electronic communication by which all members participating and constituting a quorum, can simultaneously communicate with each other throughout the meeting.
10.7 Minutes. Minutes of the proceedings of the Trust Board shall be regularly entered in a proper book kept for that purpose and copies thereof circulated by mail to each Trustee not later than 14 days following each meeting of the Trust Board. At every regular meeting of the Trust Board, the minutes of the previous meeting shall be presented for confirmation by resolution of the Trust Board and signed by the chairperson of the meeting at which they are confirmed. The minutes when so signed shall be held for all purposes to be a true statement and record of the proceedings of the
Trust Board.
10.8 Consultation:
(a) The Board shall consult with the Federation on:
(i) policies which it proposes to adopt in carrying out the purposes of
the Trust;
(ii) the result of its reviews of those policies.
(b) Notwithstanding Clause 10.8(a), the Board is responsible for carrying out the terms of the Trust and is not subject to directions from or any form of control by the Federation.
11. Accounts
11.1 True and fair accounts. The Board shall keep true and fair accounts of all money received and expended.
11.2 Audit. The Board shall as soon as practicable after the end of every financial year, of the Board, cause the accounts of the Board for that financial year to be audited by an accountant appointed by the Board for that purpose and the audited accounts immediately on receipt shall be made available to the Federation.
12. Power to delegate
12.1 Power to delegate. The Board may from time to time appoint any committee and may delegate any of its powers and duties to any such committee or to any person, and the committee or person, as the case may be, may without confirmation by the Board exercise or perform the delegated powers of duties in like manner and with the same effect as the Board could itself have exercised or performed them.
12.2 Delegate bound. Any committee or person to whom the Board has delegated powers or duties shall be bound by the charitable terms of the trust and by the policies of the Board.
12.3 Delegation revocable. Every such delegation shall be revocable at will, and no such delegation shall prevent the exercise of any power or the performance of any duty by the Board.
12.4 Delegate need not be trustee. It shall not be necessary that any person who is appointed to be a member of any such committee, or to whom any such delegation is made, be a member of the Board. .
13. Common seal
The Board shall have a Common Seal which shall be kept in the custody of the Secretary, or such other officer as shall be appointed by the Board and shall be used only as directed by the Board. It shall be affixed to documents only in the presence of and accompanied by the signatures of two members of the Board.
14. Alteration of the rules
The Board may be consensus or pursuant to a motion decided by a two-thirds majority of votes, by supplemental deed make alterations or additions to the terms and provisions of this deed provided that no such alteration or addition shall:
(a) take effect unless and until it is confirmed by resolution of the Council of the Federation; or
(b) detract from the exclusively charitable nature of the trust or result in the : distribution of its assets on winding up or dissolution for any purpose that is not exclusively charitable; or
I! ( c ) be made to Rules 6, 9 or 15 unless it is first approved in writing by the Department of Inland Revenue.
15. Disposition of surplus assets
15.1 Pursuant to Section 27 of the Charitable Trusts Act 1957, on the liquidation of the Trust Board or on its dissolution by the Registrar, all surplus assets after the payment of all costs, debts and liabilities shall be disposed of as the Court directs.
15.2 If on the liquidation or dissolution of the Trust Board, Section 27 of the Charitable Trusts Act 1957 or a comparable provision is not in force, then all surplus assets after the payment of all costs, debts and liabilities shall be given to such exclusively charitable organisation within New Zealand as the Federation decides.
16. Indemnity
16.1 The Trustees shall be indemnified by the Trust Board against all liabilities and costs incurred by them in or about the proper discharge of their duties but this indemnity shall not apply in the case of a criminal act or wilful neglect or default by one or more Trustees in the performance of their duties.
I. IN WITNESS this deed is duly executed
17. Execution
17.1 EXECUTED by NEW ZEALAND CHESS FEDERATION INCORPORATED BY affixing its common seal in the presence of P W Stuart, Member of Council Christopher Jardine, Member of Council L B Frost, Secretary
17.2 Executed by Edward George Alfred Frost as one of the trustees in the presence of T E Frost, computer analyst
17.3 Executed by Richard John Suttonas one of the trustees in the presence of R Mahoney, Solicitor
17.4 Executed by Peter Bryan Weir as one of the trustees in the presence of Solicitor.