THE NEW ZEALAND National COMMITTEE FOR UNICEF TRUST DEED

THE NEW ZEALAND National COMMITTEE FOR UNICEF TRUST DEED 18 July 2003

2 TABLE OF CONTENTS 1.0 2.0 Party 3.0 Background 4.0 Name 5.0 Definitions 6.0 Registered Office 7.0 Incorporation 8.0 Purpose of the Trust Board 9.0 Powers of the Board 10.0 Income Benefits or Advantage for Charitable Purposes 11.0 Membership of the Trust Board 12.0 Chairperson 13.0 Secretary 14.0 Conduct of the Business of the Trust Board 15.0 Committees 16.0 Annual Meeting 17.0 Financial Records 18.0 Audit 19.0 Executive Director 20.0 Alteration to the Trust Deed 21.0 Indemnity 22.0 Common Seal 23.0 Winding-Up 24.0 Re-Vesting 25.0 Disposition where Trust is not Charitable 26.0 Inquiry 27.0 Consolidation 28.0 Trust not a Public Authority

1.0 THIS DEED is made this day of 2001. 2.0 PARTY 2.1 The only party to this Deed is THE NEW ZEALAND COMMITTEE FOR UNICEF ( UNICEF New Zealand ) 3.0 BACKGROUND 3.1 On the 2 nd July 1974 The UNICEF National Committee was incorporated under the Charitable Trusts Act 1957 under the name of The New Zealand Committee for UNICEF Incorporated. 3.2 The UNICEF National Committee was incorporated under the Charitable Trusts Act 1957 as Registered Number 210655 with the current rules having been registered on the 28 th May 1997. 3.3 The National Committee wishes to establish a Trust to operate as a charitable trust for all of the following purposes: (a) To vest in the Trust all of the UNICEF National Committee s property in New Zealand; (b) To assume responsibility for all matters and purposes for which the UNICEF National Committee was previously responsible; (c) To assume responsibility for the continued operation of the charitable purposes of the UNICEF National Committee. 3.4 To give effect to the desire to establish a charitable trust, the UNICEF National Committee will with the consent of UNICEF transfer all its assets, liabilities and operation to the Trust. 3.5 Pursuant to Clause 17 of the Constitution the National Board of the UNICEF Committee was given power, on prescribed terms, to terminate UNICEF New Zealand whereupon all moneys and records of UNICEF New Zealand were to be transferred to the United Nations Children s Fund New York Headquarters.

2 3.6 The transfer of all monies and records from the UNICEF Committee directly to the Trust Board has received the approval of UNICEF. NOW THIS DEED WITNESSES that in pursuance of the premises the UNICEF National Committee DIRECTS AND DECLARES that such Trust (when incorporated) shall be operated under the Constitution and Rules set out in this Deed, namely: 4.0 NAME The name of the Trust shall be the NEW ZEALAND National COMMITTEE FOR UNICEF TRUST BOARD ( the National Committee ). 5.0 DEFINITIONS 5.1 In this Deed and any schedules to it the following terms shall, unless the context otherwise admits or requires, have (with or without the definite article) the following meanings: The Trust means the entity comprising the Trust Board and the National Committee fulfilling the trust functions The Trust Board means the governing organ of the National Committee which consists of the Trustees UNICEF means the United Nations Children s Fund National Committee means the same as the New Zealand Committee for UNICEF as established under the constitution Constitution means the Constitution of the New Zealand National Committee for UNICEF New Zealand as registered with the Registrar of Incorporated Societies at Wellington on 28 th May, 1997 and any amendments thereto appointor is the Trust Board

3 6.0 REGISTERED OFFICE 6.1 The Trust registered office shall be situated at such address as shall from time to time be decided by the Trust Board. 7.0 INCORPORATION 7.1 The Trust is empowered to seek to be incorporated under the provisions of the Charitable Trusts Act 1957 under the name and style of the New Zealand Committee for UNICEF (New Zealand) Trust and is empowered to do all things required to obtain charitable tax status in New Zealand. 8.0 PURPOSE OF THE TRUST The principal purposes of the Trust shall be to ensure that the National Committee: 8.1 maximise the generation of revenue for the work of UNICEF and for that purpose shall include the undertaking of advocacy, communication, fundraising and public mobilisation activities in support of the goals and aims of UNICEF. 8.2 promote the rights of children as outlined in the United Nations Convention on the Rights of the Child by supporting the objectives, policies and programmes approved by the UNICEF Executive Board and senior management of UNICEF. The specific roles and goals of the National Committee shall include, but not by way of limitation the following: 8.3 Organising appropriate fundraising campaigns and special events in support of UNICEF programmes, as well as establishing commercial activities for the sale of UNICEF products. 8.4 Mobilising of public interest in and support for UNICEF s mandate and programmes through various means of media, whether mass media or targeted media campaigns.

4 8.5 Promoting the aims and principles on the Convention on the Rights of the Child as a universal as well as a national concern in co-ordination with nongovernmental organisations and other institutions, organisations and local authorities. 8.6 In consultation with UNICEF to strive to obtain adequate financial contributions to UNICEF from the government of New Zealand and its ancillary departments or entities. 8.7 Encourage Education for Development programmes in schools and youth organisations, with teachers, teacher trainers, curriculum planners and other education decision-makers including the use of new and innovative media and technologies. 8.8 Actively circulate information on UNICEF s world-wide activities including, but not limited to, the annual State of the World Children Report and other major UNICEF documents and reports. 8.9 To undertake such other activities in the interests of UNICEF and the work of UNICEF New Zealand as the Trust Board shall from time to time determine. 8.10 In undertaking the principal purposes above-described the Trust shall do so in a manner consistent with and representative of New Zealand society and in a manner consistent with the values of UNICEF. The Trust Board, and no member comprising such Board, shall act in a manner that may bring UNICEF into disrepute. 9.0 POWERS OF THE BOARD The Trust Board shall have the following general powers: 9.1 The Trust Board may do all such acts and things permitted by the laws of New Zealand as it may consider necessary or desirable to fulfil the objects set out in Clause 8.0 provided that the Trust Board shall always act in the interests and the spirit of UNICEF. 9.2 Without limiting the provisions of Clause 9.1 of this clause, but subject thereto, the Trust Board shall have all powers conferred upon Trustees by the general law of New Zealand or contained in the Trustee Act 1956.

5 Without in any way limiting the general powers of the Trust Board, the Trust Board shall have the following specific powers: 9.3 It shall approve the Joint Strategic Plan vision strategies for its activities in achieving the purposes of UNICEF. 9.4 It may determine the ongoing structure of the Trust, where necessary seeking amendment to the rules herein, in consultation with UNICEF and the Executive Director of the National Committee. 9.5 Approve the plan of activities and budget proposals of the National Committee and to endorse at the end of each financial year the annual accounts and reports of achievements and present the same to UNICEF. 9.6 It shall appoint the Executive Director, establish the terms and conditions of his/her appointment, provide a job description and conduct an annual performance review. 10.0 INCOME BENEFITS OR ADVANTAGE FOR CHARITABLE PURPOSES 10.1 Any income benefit or advantage shall be applied to the charitable purposes of the Trust. 10.2 No Trustee shall be entitled to any remuneration for their services but shall be entitled to reasonable reimbursement for reasonable expenditure incurred by them in carrying out any activities for and on behalf of the Trust Board or National Committee. 10.3 No member or person associated with a member of the Trust shall derive any income benefit or advantage from the Trust where they can materially influence the payment of income benefit or advantage except where the income benefit or advantage is derived from: (a) Professional services to the Trust Board rendered in the course of business charged at no greater rate than current market rate; or (b) Interest on money lent at no greater than current market rates.

6 11.0 MEMBERSHIP OF THE TRUST BOARD 11.1 Membership of the Trust Board shall consist of the following (hereinafter called the Trustees ): (a) Not less than six (6) nor more than nine (9) persons appointed as hereinafter specified; (b) such other member or members as the Trustees may need to appoint to supplement membership of the trustees when numbers of members of the Trust Board would otherwise (for any reason) be less than six (6) (called a co-opted Trustee ) 11.2 The signatories to this deed shall be the first Trust Board (called the initial Trustees ). 11.3 The administration of the trust shall be under the control of the initial Trustees and thereafter by such persons as shall be appointed by the Trustees to act as Trustees. These persons shall be representative of society, with integrity and have skills and experience that support the work of the committee. 11.4 Any trustee shall be entitled to resign by giving two (2) months notice in writing, and, on receipt of such notice or on the death of any trustee, the remaining trustees shall within a period of six months of such notice or death, appoint a replacement trustee so that notwithstanding any temporary vacancy there shall always be a minimum of six (6) trustees. 11.5 In the exercise of the power to appoint any replacement or additional trustee as provided herein a resolution signed by a clear majority of not less than four of the trustees shall be required 11.6 The term of office for Trustees appointed under clause 11.1 (a) shall commence on the date of appointment of a Trustee and expire on the date of each second annual meeting of the Trust Board thereafter, with the right of appointment for two (2) further terms each of two (2) years.

7 11.7 Any Trustee may be removed from office by the Trust Board at any time provided that such removal shall only occur if there has been a resolution signed by a clear majority of not less than two thirds of the Trustees then comprising the Trust Board. 11.8 The Trust Board shall ensure that the UNICEF is notified in writing of any changes arising in the membership of the Trust Board. 11.9 If any Trustee: (a) Dies; (b) Is removed from office; (c) Resigns from office in writing delivered to the secretary or the Chairperson of the Trust Board or the appointor; (d) Is absent without leave from three consecutive meetings of the Trust Board; (e) Is or becomes of unsound mind; (f) Is or becomes a bankrupt: (i) who has not obtained an order of discharge; or (ii) whose order of discharge is suspended for a term not expired or subject to conditions not fulfilled; or (g) Is or has been convicted of an offence punishable by imprisonment and has been sentenced for it and has neither (i) received a full pardon nor (ii) suffered the penalty imposed then that Trustee s office thereupon becomes vacant. No person referred to in subclauses 11.6(e), (f) or (g) shall become a Trustee.

8 11.10 No act or proceeding of the Trust Board or of any Committee set up by the Trust Board shall be invalidated in consequence of there being a vacancy on the Trust Board or any Committee or it being subsequently discovered that there was some defect in the appointment of any member of the Trust Board or Committee. 12.0 CHAIRPERSON 12.1 At their first meeting, and at each second Annual General meeting thereafter, the Trustees shall elect from their own number a Chairperson who shall preside at all meetings of the Trust Board. 12.2 The Chairperson of the Trust Board shall hold office for a period of two (2) years and be renewable for one further term 12.3 In the absence of the Chairperson from any meeting the Trustees shall elect a Chairperson from among their number to preside at the meeting. 12.4 No Trustees appointed under subclauses 11.1(b) shall be elected Chairperson. 13.0 SECRETARY 13.1 The Trustees shall at their first meeting appoint a secretary and a treasurer who may be appointed from within or outside their number. 13.2 The duties of the secretary and the treasurer shall be those from time to time prescribed by the Trust Board. 14.0 CONDUCT OF THE BUSINESS OF THE TRUST BOARD 14.1 The Trust Board shall meet in person not less than four (4) times in each year at times and in places fixed by the Trust Board. Meetings may be summoned by the Chairperson, or, if requested by not fewer than 2 Trustees in writing, by the secretary.

9 14.2 (a) At least fourteen (14) days prior written notice (which notice may include postal, facsimile transmission or electronically transmitted communication) of a Trust Board meeting shall be given to each Trustee at the Trustee s last known business or residential address, except where the Chairperson considers the meeting to be of an emergency nature; (b) At least twenty-eight (28) days prior notice of a Trust Board meeting called to consider a motion the passing of which requires a Special Resolution shall be given to each Trustee at the Trustee s last known business or residential address. Notice of the meeting shall include the agenda for the meeting and the text of the Special Resolution to be considered. 14.3 Minutes of the proceedings of the Trust Board shall be regularly entered in a proper book kept for that purpose and copies thereof circulated to each Trustee not later than fourteen (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 signed shall be held for all purposes to be a true statement and record of the proceedings of the Trust Board. 14.4 All things required by this Trust Board to be done by the Trust Board shall be done in accordance with and in pursuance of a resolution passed at a meeting of the Trust Board. 14.5 Subject to the provisions of this Deed the Trust Board may make and from time to time revoke, vary or amend bylaws for the conduct of its business at its meetings for determining how meetings shall be convened and where they shall be held and for like and other matters as may be requisite for good and efficient conduct of the business of the Trust Board. 14.6 A quorum of the Trust Board shall consist of six (6) Trustees. 14.7 At all meetings of the Trust Board each Trustee shall have one vote. 14.8 Resolutions of the Trust Board, other than Special Resolutions, shall be passed by majority vote of Trustees present at the meeting.

10 14.9 The Trust Board may from time to time co-opt one or more persons with expertise in an area of concern to the Trust Board. Such co-opted person may be given full speaking and other rights as the Trust Board determines, but no voting rights and they shall not be deemed to be a Trustee of the Trust Board. The term of co-option shall not exceed twelve months. 15.0 COMMITTEES 15.1 The Trust Board may from time to time appoint other standing or special committees of one or more Trustees and may delegate to any such committee any of the duties and powers of the trust Board either subject to confirmation or in a manner which does not require subsequent confirmation by the Trust Board. 15.2 Subject to any general or special directions or conditions attached by the Trust Board any duties and powers so delegated to any committee may be performed and exercised by the committee with the same effect as if those duties and powers had been directly conferred by this Deed and not by delegation. 15.3 The Trust Board shall, at its sole and unfettered discretion, have the right to revoke any appointment of a committee and to revoke the delegation to any committee of any duty or power of the Trust Board. No such delegation shall prevent the exercise of any power by the Trust Board. 15.4 Unless and until any such delegation is revoked it shall continue in force according to its tenor. 15.5 Unless otherwise provided by the Trust Board, a quorum of every committee shall be a majority of its voting members. 15.6 Each committee may from time to time, with the approval of the Trust Board, co-opt one or more persons with expertise in an area of concern to the committee, with or without voting rights as determined by the Trust Board. 16.0 ANNUAL MEETING

11 16.1 There shall be an Annual Meeting of the Trust Board which shall be held each year no later than 31st day of March at a time and in a place to be fixed by the Trust Board. Twenty eight (28) days written notice of a meeting shall be given to each Trustee at the Trustee s last known business or residential address unless a lesser period of at least fourteen (14) days is approved by the Trust Board at the Annual Meeting. The quorum for this meeting shall be the quorum prescribed in Clause 14.6. The Annual Meeting shall: (a) Receive, consider and approve the National Committee s report; (b) Receive, consider and approve the Statement of Financial Position of the National Committee together with the duly completed Statements of Income and Expenditure and other Statements of Accounts as may be required. (c) Elect a Chairperson for the ensuing term, if needed. (d) Any matters requested by UNICEF to be raised as business at the Annual General Meeting. (e) Consider any other general business. The Committee s report and the Statement of Accounts shall be forwarded to each Trustee and UNICEF not later than fourteen (14) days prior to the Annual Meeting. 17.0 FINANCIAL RECORDS 17.1 The National Committee shall keep proper records and books of accounts for all moneys received and expended. 17.2 The National Committee shall have accounts in its own name and administration of all accounts shall be in accordance with the laws and accounting requirements of New Zealand and, where such laws are consistent, with the UNICEF financial reporting system. In this respect the laws of New Zealand shall prevail. 17.3 The financial resources of the National Committee may include, but shall not be limited to:

12 (a) (b) (c) (d) (e) contributions, donations, bequests or other gifts from individuals and private or public companies, contributions, donations, bequests, grants or other gifts from public and state organisations and institutions, funds raised through the sale of UNICEF products available through UNICEF or as developed in New Zealand by the National Committee in consultation with UNICEF, funds raised through fund-raising campaigns for UNICEF programmes, funds raised through the organisation of special events developed by the National Committee in New Zealand. 18.0 AUDIT 18.1 The Trust Board shall appoint an auditor to review and report to it on its operations, financial accounts and financial position each year. 18.2 The auditor shall be a member of the Institute of Chartered Accountants of New Zealand pursuant to the Institute of Chartered Accountants of New Zealand Act 1996. 19.0 EXECUTIVE DIRECTOR 19.1 The Trust Board shall appoint an Executive Director who shall be responsible for the day to day administration and management of the work of the National Committee. The Executive Director may be engaged on such terms and conditions as the Trust Board may determine and the Executive Director may agree. 19.2 The Executive Director shall carry out his or her work in accordance with the instructions of the Trust Board and in accordance with the principles, policies and procedures of UNICEF. 19.3 The Executive Director shall be responsible for the development and execution of the Business Plan of the National Committee and shall act as a point of liaison between the Trust Board and UNICEF. 19.4 The Executive Director shall ensure efficient co-ordination between the National Committee and all organisations and persons, whether

13 governmental or non-governmental with whom the National Committee is dealing with a view to achieving the objectives of the National Committee and UNICEF. 20.0 ALTERATION TO THE TRUST DEED 20.1 The Trust Board may by Special Resolution repeal, alter or add to any part of this Deed excluding this Clause 20.0 if such Special Resolution has the prior consent in writing of UNICEF. 20.2 No such repeal alteration or addition shall have the effect of altering in any way the exclusively charitable nature of the Trust and its objects. 20.3 Written advice of any such notice shall be given by the Secretary to UNICEF and to all Trustees at least twenty eight (28) days before the meeting at which it is to be considered. 20.4 In the absence of UNICEF s written approval of the proposed repeal alteration or addition the Trust Board may consider it but not vote upon it. 20.5 Notwithstanding the provisions of clause 20.1 the Trust Board may by Special Resolution repeal, alter or add to any part of this deed, without prior consent of UNICEF, if such repeal alteration, or addition is required by the Inland Revenue Department to be made, to give the Trust charitable status, obtain registration under the Charitable trusts Act 1957 or to obtain tax exemption as a charity in New Zealand. 21.0 INDEMNITY 21.1 The Trustees shall be indemnified by the National Committee 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 wrongful act or wilful neglect or default by one or more Trustees in the performance of their duties.

14 22.0 COMMON SEAL 22.1 The Seal of the NEW ZEALAND NATIONAL COMMITTEE FOR UNICEF shall have the name of the organisation engraved or inscribed thereon, and shall be kept in the custody of the Executive Director and the Seal shall only be used with the authority of the Trust Board, previously given by resolution and in the presence of the Chairperson, one other member of the Trust Board (which may for the purposes of execution include the Executive Director), one of whom shall sign every instrument to which the Seal is affixed. 23.0 WINDING-UP 23.1 The NEW ZEALAND NATIONAL COMMITTEE FOR UNICEF, being a body established for charitable purposes and intended by this Deed to become registered as a Trust under the Charitable Trusts Act 1957, intends to ensure that if the Trust ceases to carry out any of the objects listed in Clause 8.0 of this Deed, or if the Trust is wound up, then all the property of the Trust shall vest or revest in UNICEF for the purposes of UNICEF s own charitable objects. The provisions of this Clause 23.0 and Clauses 24.0 and 25.0 hereof have been drawn to ensure that the NEW ZEALAND NATIONAL COMMITTEE FOR UNICEF said intention is achieved. 23.2 The Trust shall be wound up if, after having obtained the previous consent in writing of UNICEF to do so, a resolution to wind up is passed by Special Resolution of the Trust Board at a special meeting called for that purpose. 23.3 Unless UNICEF otherwise directs, the passing of a Special Resolution to wind up the Trust Board shall ipso facto vest or revest in UNICEF all property in which the Trust Board has any interest, subject to the Trust Board s existing liabilities, whether secured or unsecured, and including the obligations of the Trust Board. 23.4 If for whatever reason, UNICEF no longer exists then the Trust shall be wound up in accordance with the requirements of the Charitable Trusts Act 1957 and, after satisfaction of the Trust Board s debts and liabilities and subject to the power of any Court of competent jurisdiction to order otherwise, all remaining property shall be divested as determined by the

15 High Court of New Zealand on application by any Trustee or Trustees of the Trust Board. 23.5 In deciding on the use or disposition of any property vested or revested in UNICEF consequent upon the winding up of the Trust, UNICEF shall have regard to the wishes of the then appointed Trustees of the Trust Board. This requirement shall not constitute a binding trust upon the UNICEF. 23.6 On the termination of the NEW ZEALAND National COMMITTEE FOR UNICEF TRUST BOARD, all books and records shall be handed over to UNICEF Headquarters or such other office as directed by UNICEF. 24.0 RE-VESTING 24.1 If, other than pursuant to Clause 23.0 hereof, an application for the winding up of the Trust Board is filed with any Court of competent jurisdiction, then the filing shall ipso facto vest or revest in UNICEF all property in which the Trust Board has any interest, subject to the liabilities of the Trust Board, whether secured or unsecured. 25.0 DISPOSITION WHERE TRUST IS NOT CHARITABLE 25.1 If on the winding up of the Trust pursuant to Clauses 23.0 or 24.0 or on its dissolution by the Registrar the Commissioner of Inland Revenue determines that the Trust is not an exclusively charitable body within New Zealand then all surplus assets after the payment of costs debts and liabilities shall be given to such exclusively charitable organisation within New Zealand as UNICEF decides, or, if UNICEF is unable to make such decision, shall be disposed of in accordance with the directions of the High Court pursuant to Section 27 of the Charitable Trusts Act 1957. 26.0 INQUIRY 26.1 No person dealing bona fide with the Trust Board shall be bound or concerned to enquire as to the holding of any office or the appointment of any Trustees or the competence regularity or propriety of any exercise by the Trust Board of any trust or power under this Deed. 27.0 CONSOLIDATION

16 27.1 The Trust Board may from time to time consolidate into a single new document this Deed, any supplementary or amending deeds executed pursuant to the provisions of this Deed. 28.0 TRUST BOARD NOT A PUBLIC AUTHORITY 28.1 For the avoidance of doubt, it is hereby declared that the Trust is not a local authority as defined in section 2 of the Local Government Official Information and Meetings Act 1987. IN WITNESS WHEREOF this deed is duly executed. SIGNED by THE NEW ZEALAND ) COMMITTEE FOR UNICEF TRUST BOARD ) in the presence of: Witness s Signature: Name: Address: Occupation: SIGNED by the following persons as the Initial Trustees: