This is the document marked (A) referred to in the annexed declaration of

_______________________made at____________________this______

day of _________________________1996 before me.

				signed:________________________________
							JP/Solicitor

					(A)

THIS DEED  is made the                                    day of                       2004

BETWEEN

WHEREAS

A.	The parties to this Deed wish to establish a charitable trust ( in this Deed referred to as “the Trust”) for the purposes of the Trust and providing for its control and government.

B.	They have agreed to enter into this Deed specifying the purpose of the Trust and providing for its control and government.

NOW THIS DEED WITNESSES  that the Constitution and Rules of the Trust are as follows:

NAME

1.0	The Name of the Board shall be  ______________________Trust , in this deed called “the Trust”

REGISTERED OFFICE

2.0	The office of the Trust will be in such place in New Zealand as the Board may from time to time determine.

OBJECTIVES

3.0	The objectives will always remain charitable as defined by section 2 of the Income Tax Act 1976 and will include but are not limited to the following:

3.1	To promote, encourage and  manage positive initiatives designed to stimulate employment growth, economic development , environmental 	enhancement, and social advancement .

3.2.1	To  co-operate with other individuals and/or organisation motivated by complementary objectives.

3.3	To provide other support and assistance consistent with the charitable 	purpose of the Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

3.4	To carry out all of the objectives of the Trust in an ethical manner.

APPOINTMENT, RETIREMENT AND REMOVAL OF TRUSTEES

4.0	There will be a minimum of three (3) Trustees.

4.1	Initial Trustees shall be the signatories to this Deed.

4.2	Appointment . The power of appointing new or additional Trustees shall be vested in the surviving or continuing Trustees.

4.3	Honorary Members. The Trustees shall have the power to appoint honorary 	members. An honorary member shall  have the role of promoting the Trust 	and such other roles as the Trustees deem necessary.

4.4	Retirement.  Any Trustee may resign from the Trust by written notice addresses to the Secretary, and such notice shall take effect on the receipt by the Secretary.

4.5	Removal. The Board may, by a motion decided by a majority of votes, terminate a person’s position as a Trustee and member of the Board, if it believes that such action is in the best interest of the Trust.

OFFICERS OF THE BOARD

5.0	The Board may appoint its own Secretary and Treasurer and such officers as 	it may require. Whether any such appointments are made or not the Board shall keep proper records of all its proceedings and transaction and shall at least once during  every  financial year of the Trust submit a properly audited statement of accounts.

MEETINGS

6.0	The meetings of the Trustees may be held at any time. Any two Trustees	may call a meeting. All Trustee shall be given notice of such meeting either verbally or in writing.

6.1	Three  (3) Trustees shall constitute a quorum.

6.2	The Trustees present at meetings may elect a facilitator from within the 	meting to conduct each meeting. Each Trustee shall have one vote. Minutes of all meetings of the Trustees shall be recorded.

6.3	All questions will be if possible decided by consensus. In the event that a consensus cannot be reached, then a decision will be made by a majority vote by show of hands, unless otherwise determined by the Board.

6.4	If a Trustee, including an Officer-bearer, does not attend three (3) consecutive meetings of the Board without leave of absence that member may, at the discretion and on the decision of the Board be removed as a Trustee, and/or from any office of the Trust which he or she holds.
		
6.5	A minute book will be maintained and will be available to any member of the Trust and which, for each meeting of the Board, records

	6.5.1	the names of those present

	6.5.2	all  decisions which are required by this Deed or by law to be made by 				the Board of Trustees: and

	6.5.3	any other matter discussed at the meeting.

POWERS OF THE TRUSTEES

7.0	In addition to the powers provided by the general law of New Zealand or	contained in the Trustees Act 1956, the powers which the Board may exercise in order to carry out any of the objectives stated within this Deed are as follows:

	7.0.1	To purchase, take on, lease or in exchange or hire or otherwise, acquire any real or personal property and any rights or privileges which 	the Board thinks necessary or expedient in order to attain the 	purpose of the Trust and to sell, exchange, let, bail or lease, with or without option to purchase or, in any other manner, dispose of such property, rights or privileges.

	7.0.2	To raise money by any means and upon such conditions as the 	Trustees deem desirable.

	7.0.3	To invest money in any investment of which the Trustees approve and to vary these investments from time to time.

	7.0.4	To use the funds of the Trust as the Board thinks necessary or expedient in payment of the costs and expenses of the Trust, including the employment and dismissal of professional advisors, agents, officers, and staff, according to the principles of good employment and the Employment Contract Act 1991 or any subsequent enactment.

	7.0.5	To do other lawful act or business that is incidental to or necessary for the attainment of the objective of the Trust.

7.0.6	Nothing herein shall be construed as to permit any Trustee, person or organisation deriving private, personal pecuniary profit from the operations of the Trust, apart from fair and reasonable payment for services performed.

7.1	Publicity/Education. To publish and distribute educational resources , to 	organise hui, workshops, lectures, seminars, demonstrations, courses, field 	trips and other events to further the objectives of the Trust.

FINANCE

8.0	Application of Trust Property.  The Trustees may by lawful means, acquire and receive and personal property. This shall be applied to promote the 	objectives of the Trust. The Trustees may accept this property either as original Trustees or as new Trustees or as passive Trustees  without undertaking  the administration of the property.

8.1	Capital and Income.  When property is accepted by the Trustees for any or all of the general objectives of the Trust the may apply both capital and income towards any objective they may in their discretion think fit. They may also accumulate such income until it can be used usefully applied for any objective they see fit.

8.2	The financial year of the Trust will be from 1 April to 31 March in the following year.

8.3	At the first meting of the Board in each financial year, the Board will decide by resolution the following:

	8.3.1	how money will be received by the Trust:
	
	8.3.2	who will be entitled to produce receipts;

	8.3.3	what bank accounts will operate for the ensuing year, including the 				purpose of and access to accounts:

	8.3.4	who will be allowed to authorize the production of cheques and the 				names of cheques signatories; and

	8.3.4	the policy concerning the investment of money by the Trust, including 				what type if investment will be permitted.

8.4	The Board will ensure that true and fair accounts are kept of all money 	receive an expended by the Trust.

8.5	The Board will, as soon as practicable after the end of the financial year of the Trust, arrange for the accounts of the Trust for that financial year to be audited by an accountant appointed for that purpose. The audited accounts will be made available to the public.

NO PECUNIARY GAIN

9.0	Any income, benefit or advantage shall be applied to the charitable purpose of  the organisation.

9.1	No member or person associated with a member of the organisation shall derive any income, benefit or advantage from the organisation where they 	can materially influence the payment of the income, benefits or advantage. Except where that income, benefit or advantage is derived from:

	9.1.1	Professional services to the organisation rendered in the coarse of 				business; or

	9.1.2	Interest on money lent at no greater rate than current market rates.

9.2	Any such income shall be reasonable and relative to that which would be paid in an arms length transaction ( being the open market value).

9.3	The provisions and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document.

POWER TO DELEGATE

10.0	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. The 	committee or person may without confirmation by the Board exercise or 	perform the delegated power or duties in the same way and with the same effect as the Board could itself have done.

10.1	Any committee or person to whom the Board has delegated powers  or duties will be bound by the charitable terms of the Trust and any terms or conditions 	of the delegation set by the Board.

10.2	The Board will be able to revoke such delegation at  will , and no such 	delegation will prevent the exercise of any power or the performance of any duty by the Board.

10.3	It will not be necessary for any person who is appointed to be a member of any such committee, or to whom such delegation is made. to be a Trustee.

ISSUES OF MAORITAUNGA

11.0	The Trust is committed in attaining its purposes to respect  and implement the  dual heritage of the partnership of Te Tiriti o Waitangi (the Treaty of 	Waitangi).

ACTIVITIES LIMITED TO AOTEAROA / NEW ZEALAND

12.0	The activities of the Trust will be limited to Aotearoa / New Zealand.
ALTERATION OF RULES

13.0	Any of these rules may be altered, added to rescinded, or substituted at a meeting called for that purpose, subject to the following conditions:

	13.0.1	Notice in writing of the proposed alteration or additions of the rules 				shall be given to each Trustee.

	13.0.2	Such a resolution must be carried either by consensus or by a majority of at least two thirds of the Trustees present.

	13.0.3	No alteration, rescindation, substitution or addition to the Rules shall -

		- 	detract from the exclusively charitable nature of the Trust or 					result in the distribution of its assets on the winding up or 					dissolution for any purpose that is not exclusively charitable.

		-	be made to the objectives Clause (3), the Activities Limited to 					New Zealand Clause (12), the No Pecuniary Gain Clause (9) 
			or the Disposition of Surplus Assets Clause (15) unless it is first 					approved in writing by the Department of Inland Revenue.

COMMON SEAL

14.0	The Trust shall have a common seal to be kept in a safe custody by a person directed by the Trustees.  The seal shall be affixed to every document that requires execution by the Trustees and will be signed by two persons appointed by the Board.

DISPOSITION OF SURPLUS ASSETS

15.0	The Board may be wound up if at a general meeting of the Board members, it passes a resolution to wind up the Trust and that resolution is confirmed at a subsequent general meeting called for that purpose and held not sooner than the 28th day and not later than the 42nd day after the date on which the resolution to confirmed was passed. On  the winding up of the Trust or on its 	dissolution by the Registrar, all surplus assets after the payment of costs, 	debts and liabilities will be given to such charitable organisation or organisations within New Zealand as the Trust in a General Meeting will decide.  If the Trust is unable to make a decision, the remaining assets will be disposed of in accordance with the direction of the High Court pursuant to the section of the Charitable Trusts Act 1957 or subsequent enactment.