Constitution of the Learning and Behaviour Charitable Trust NZ Deed of Trust

Vision:
- The specific learning needs of young people are identified and provided for and funded from within the education system to allow them to take their place by right as successful New Zealanders.
Mission:
- To ensure young people with specific learning difficulties receive an education based on equity and free from discrimination;
- To create more awareness of conditions relating to specific learning difficulties; and
- To support families and young persons with specific learning difficulties.
Name
1. The name of the Trust shall be Learning and Behaviour Charitable Trust N.Z. ("Trust").
Definitions
1. AGM means the Annual General Meeting of the Trust.
2. Board means Board of Management of the Trust and shall be responsible for the management of the Trust.
3. Chair means the chair member of the Trust appointed by the Board.
4. Chair of Trustees means the chair member of the Trustees appointed by the Trustees.
5. Members means the financial members of the Trust and shall be parents and other persons interested in the support of the objectives of the Trust and shall include Honorary or Life Members.
6. Rules means the rules of the Trust as set out in the Trust Deed, this Constitution and any policies agreed to by the members at an AGM or SGM.
7. Secretary means the secretary of the Trust appointed by the Board.
8. SGM means any Special General Meeting of the Trust.
9. Treasurer means the treasure of the Trust appointed by the Board.
10. Trust means the Trust created by the Trust Deed for the Learning and Behaviour Trust N.Z.
11. Trustees means Trustees of the Trust for the time being.
12. Trust Deed means the deed of trust setting up the Learning and Behaviour Trust N.Z.
13. Trust Funds means all property held on the trusts of the Trust Deed.
14. Year means the financial year of the Trust commencing on the 1st day of August and ending with the 31st day of July the year following.
Objectives
1. To offer support and assistance to young people, parents, and adults with specific learning difficulties.
2. To create awareness within the community, relevant government agencies and schools of neurological/medical conditions such as dyslexia and ADHD and how they impact on the learning, social and emotional development of children and adults.
3. To ensure individuals specific learning needs are identified in schools and are met from within mainstream education in accordance with articles of the United Nations Convention for the Rights of the Child (UNCROC).
4. To ensure the rights of young people with specific learning difficulties are protected and they receive education based on equity and free from discrimination as the Trust, Trustees and members believe is their fundamental right.
5. To raise funds as needed to achieve the Trusts objectives.
6. To do all such lawful things as the Trustees may think incidental or conducive to any or all of the objectives of the Trust.
Trustees of the Trust
1. The number of Trustees shall not be less than three (3).
2. The Trustees shall perform the functions and exercise the powers of the Trust under the Trust Deed in accordance with the Charitable Trusts Act 1957.
3. The Trustees may delegate its powers and duties to the Board as described under this Constitution who may exercise and perform the delegated powers and duties in like manner and with the same effect as the Trustees could themselves have exercised or performed them.
4. Such delegation is revocable at will by the Trustees, and no delegation shall prevent the exercise of any powers or the performance of any duty by the Trustees.
5. The Trustees shall elect one (1) of their number to be the Chair of the Trustee.
6. Trustees may meet more often, as activities may require, but not less than four (4) times a year.
7. At all meetings of the Trustees a quorum shall be two (2) Trustees.
8. In the event of a tied vote the Chair of the Trustees shall, in addition to a deliberative vote, have a casting vote.
9. The Trustees may retire or vacate their position at an AGM or SGM.
10. Where a Trustee does not attend three (3) consecutive Trustees meetings the Trustee may be removed from office at an AGM or SGM after the Trustee has been given twenty-eight (28) days notice in writing that they will be removed.
11. Where there is a vacancy for a Trustee a replacement Trustee may be appointed at an AGM or SGM and shall be ratified by the remaining Trustees or Settlor in accordance with the Trust Deed.
Membership
1. Members of the Trust shall be parents and other persons interested in the support of the objectives of the Trust.
2. All Members will be required to pay a membership fee as set down and approved by the membership at the AGM.
3. Members shall be those who have paid the membership fee and if the fee remains unpaid for more thirty (30) days from notification of the membership fee being due the membership will be deemed to have lapsed.
4. Applications for membership shall be in writing, signed by the applicant and seconded by one (1) of the Trustees.
5. Membership shall be for a period of one year and run from 1st August of any new year to the 31st July on the following year.
6. Honorary or Life Membership may be granted to persons who have rendered special services to the Trust and such Members shall be approved at an AGM.
7. Honorary or Life Members will have a vote as other Members but shall not be required to pay any membership fees.
8. A register of Members shall be kept by the Secretary of the Broad and shall list, as a minimum, names, addresses, and phone numbers.
9. Membership may be revoked at a SGM in accordance with the policy ratified at an AGM.
10. Disputes shall be dealt with in accordance with natural principles of justice and in keeping with the policy approved by an AGM.
11. The Trustees shall have the power, in extreme circumstances, to suspend the membership of an individual until such time as a fair and equitable hearing can take place as set down in the policy approved by an AGM.
12. At all meetings of Members a quorum shall be ten percent (10%) of the membership plus (1) Trustee. All business conducted at such a meeting shall be presented at the next Board meeting to be ratified.
13. Notice shall be given in writing by the Secretary not less than twenty (20) days prior to proposed date of a meeting to the Board and Members.
Board of Management
1. The Board shall govern the Trust and be responsible for the operational management of the Trust.
2. The Board shall be bound by the Trust Deed and this Constitution as if they were Trustees.
3. There shall be no less than six (6) and no more than nine (9) members elected to positions of Board members.
4. The Trustees shall serve automatically on the Board by virtue of being the persons responsible for the Trust as long as they remain members and Trustees.
5. Non-Trustee Board members shall serve for a maximum of three (3) years.
6. Elections of the Board non-Trustees members shall only take place at an AGM or SGM.
7. The Board may from time to time co-op additional persons as Board members as required from the list of Members.
8. All persons seeking election as a Board member shall communicate in writing their consent to nomination, seconded by a Trustee no less then twenty-eight (28) days prior to the advertised date of the AGM.
9. The Board shall appoint from it's members a Chair, Treasurer and Secretary.
10. The Board shall appoint an Auditor yearly to audit the affairs of the Trust.
11. The Board shall be responsible for ensuring end of year financial accounts are completed and report a true and accurate position of the Trust's financial affairs.
12. Ensure that these accounts are approved at an AGM and filed in accordance with the rules of the Charitable Trust Act 1957 and the Companies Office.
13. The Board may meet more often, as activities may require, but not less than four (4) times a year.
14. At all meetings of the Board a quorum shall be four (4) Board members including at least one (1) Trustee.
15. Notice shall be given in writing by the Secretary not less than twenty (20) days prior to the proposed date to the Board with an agenda for discussion attached.
16. All major decisions shall be approved by motion and shall be voted on by those present. In the event of a tied vote the Chair shall, in addition to a deliberative vote, have a casting vote.
17. Should a quorum not be present, the meeting shall be adjourned for one (1) month and re-advised to the Board members.
18. The Board shall at all times make representations and manage on behalf of the wider membership of the Trust and will act in accordance with the Rules, the Laws of New Zealand and the objective of the Trust.
19. The Board, or its Chief Executive (if one is appointed) and the Treasurer shall have responsibility for the raising of funds, to meet the objectives of the Trust, in keeping with the Rules applying to Charitable Trusts.
20. The Board shall be responsible for investing funds, lease or rent of office space, hiring of staff or any such business directly in accordance with the Trusts objectives and approved at an AGM.
21. All contracts entered into, on behalf of the Trust shall be in writing and have the Common Seal attached, and be signed by the Treasurer, and two (2) Board members, one (1) of which shall be a Trustees.
Chair
1. The Chair shall be appointed from the Board members for a period of one year or longer as determined by majority decision of the Board.
2. The Chair shall preside over each meeting of the Board, AGM, SGM and members meetings and shall ensure the meetings are conducted in an efficient and professional manner.
3. The Chair shall sign off the minutes of each Board meeting, AGM and SGM.
4. The Chair shall at all times ensure that all Board members adhere to the Rules of the Trust.
Secretary
1. The Secretary shall be appointed from the Board members for a period of one year or longer as determined by majority decision of the Board.
2. The Secretary shall be responsible for recording and writing up all minutes of all meetings.
3. The Secretary shall distribute the minutes to the Board within two (2) weeks of the last meeting.
4. The Secretary shall write and undertake such correspondence as the Board feels is required from time to time and in conjunction with affairs of the Trust.
Treasurer
1. The Treasurer shall be appointed from the Board members or co-opted in conjunction with rule 6(e) of this Constitution.
2. The Treasurer shall be responsible for ensuring sound accounting principles are applied to, and management of, all financial affairs of the Trust.
3. The Treasurer shall be responsible for ensuring receipts and expenditure are recorded accurately.
4. The Treasurer shall oversee the accurate keeping of accounts and liaise with employees and others who may from time to time take an active part in the financial and other management of the Trust.
5. The Treasurer shall report at each meeting of the Board on the finances of the Trust and on occasions such as the AGM to the wider membership.
6. The Treasurer shall take an active part in the fund raising ventures of the Trust and to ensure at all times sound accounting policy is in place to protect the interests of the wider membership of the Trust.
Annual General Meeting
1. The AGM shall be held within six (6) months of the end of the financial year of the Trust.
2. The AGM shall be held yearly and the quorum shall be ten percent (10%) of members.
3. Notice shall be given in writing by the Secretary not less than thirty (30) days prior to proposed date to the Board and members with an agenda for discussion attached.
4. The AGM shall be open to all members of the Trust.
5. The audited annual accounts for each year shall be tabled for approval at the AGM.
6. The AGM shall confirm the minutes of the previous AGM.
7. The AGM shall receive reports from the Board, Trustees, Secretary and other reports as the Board may deem necessary.
8. The AGM shall elect Board members and Trustees where there are vacancies in keeping with the Rules.
9. The AGM shall approve any policies of the Trust in accordance with the Rules.
10. The AGM shall approve and accept nominated persons as Honorary and Life Members of the Trust.
11. Should a quorum not be present, the meeting shall be adjourned for one (1) month and re-advertised to all members.
Special General Meetings
1. The Trustees or Board may convene a SGM when ever they feel the need has arisen.
2. The Board shall call for a SGM upon the request in writing from no less than 5% of members.
3. The SGM shall be convened as soon as possible and within twenty (20) days of receipt of a request for such a meeting.
4. Notice shall be given in writing by the Secretary not less than ten (10) days prior to proposed date to the Board and members with an agenda for discussion attached.
5. The only business to be discussed at a SGM shall be the business called for on the day. This business shall be communicated to the Trustees at the time of the request. No other discussion will be entered into on the day of the meeting.
6. A quorum shall be ten percent (10%) of members.
7. Should a quorum not be present, the meeting shall be adjourned for one (1) month and re-advertised to all members.
Proxies
1. Proxies may be used at all meetings but cannot be used for the purpose of making alterations to the Rules of the Trust.
Alterations to the Constitution or Trust Deed
1. Alterations to the Constitution or Trust Deed shall only take place at an AGM or SGM.
2. Proposed amendments to the Constitution and/or Trust Deed shall be in writing with the name of the proposer and seconder and a Trustee attached and signed.
3. Any proposed alterations shall be circulated to the members in writing fourteen (14) days prior to the meeting they are to be presented at with the rationale for the suggested alterations.
4. The proposed amendments shall be read to the meeting and voted on by members present on the day. Seventy-five percent (75%) or more votes for amendments shall constitute acceptance by the members to alter to the Constitution and/or Trust Deed in accordance with the Rules. In the event of a tied vote the Chair shall not have a casting vote and the proposal shall be lost.
5. Voting shall be by any method acceptable to the AGM or SGM on the day of meeting.
Winding Up
1. A decision to wind up the Trust, shall only be made at a SGM, called to discuss such a decision.
2. A request to wind up the affairs of the Trust, shall be made in writing, and signed by no less than ten percent (10%) of members, and communicated to the Secretary, and the Board who shall then call a SGM in accordance with the Rules.
3. At the meeting, the request shall be put to the vote of members present, and a seventy-five percent (75%) vote shall be required to support a decision to wind up the Trust.
4. Upon dissolution of the Trust, all monies and funds shall be distributed to another or similar organisation, decided on by a vote at the SGM and signed by the Trustees.

Moira Buchanan ........................................................Trustee:

John Sulzberger ........................................................Trustee:

Approved on ............................ At ....................................

Signed by ...........................................................................

On behalf of the Learning and Behaviour Charitable Trust N.Z.