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Amendments to the Ngāti Koata Trust and Te Pātaka a Ngāti Koata Trust Deeds 2017

Following iwi consultation, board discussion, and legal advice the final resolutions for amendments to the Ngāti Koata Trust and Te Pātaka a Ngāti Koata Trust Deeds have been finalised. 

There are five resolutions to vote on:

  • Resolution 1: Tūpuna List
  • Resolution 2: Separation of Governance and Management
  • Resolution 3: Trustee Contracting
  • Resolution 4: Trustee Interest Register
  • Resolution 5: Administrative Changes

 

The following table shows the relevant clause reference, the current wording of each clause, and the proposed new wording of each clause.

 

Resolution 1: Tūpuna List

Clause Current Clause Proposed Clause
Ngāti Koata Trust Deed

‘Definitions’

No current definition Ancestor of Ngāti Koata means Koata and those descendants of Koata who are identified on the Tūpuna List.”
Ngāti Koata Trust Deed

‘Definitions’

No current definition Tūpuna List is a list of Ngāti Koata tūpuna based on Native/Māori Land Court and other records and confirmed by the Trustees”
Te Pātaka a Ngāti Koata Trust Deed

‘Definitions’

“Ancestor of Ngāti Kōata means an individual who exercised customary rights predominantly in the Ngāti Kōata area of interest at any time after 6 February 1840 by virtue of being descended from Te Kōata.” Ancestor of Ngati Koata means:

a.    Koata; and

b.    any individual who exercised customary rights predominantly in the Ngati Koata area of interest at any time after 6 February 1840 by virtue of being descended from Koata, including the descendants of Koata who are identified on the Tūpuna List.”

Te Pātaka a Ngāti Koata Trust Deed

‘Definitions’

No current definition Tūpuna List is a list of Ngāti Koata tūpuna based on Native/Māori Land Court and other records and confirmed by the Trustees”

 

Resolution 2: Separation of Governance and Management

Clause Current Clause Proposed Clause
Ngāti Koata Trust Deed, clause 4.10 (c) “Any individual may be appointed as an officer or employee of the Trust but no Trustee may be appointed as an employee” “A Trustee may not hold the position of General Manager/Chief Executive of the Trust nor may a Trustee be an employee of the Trust or of any Corporate Entity, except where a Trustee is appointed by the Trust Board as a Director on a Corporate Entity as provided by clauses 12.2 and 12.4 of the Koata Ltd constitution”
Te Pātaka a Ngāti Koata Trust Deed, clause 4.17 “Any individual may be appointed as an officer or employee of the Trust but no Trustee may be appointed as an officer or employee of the Trust” “A Trustee may not hold the position of General Manager/Chief Executive of the Trust nor may a Trustee be an employee of the Trust or of any Corporate Entity, except where a Trustee is appointed by the Trust Board as a Director on a Corporate Entity as provided by clauses 12.2 and 12.4 of the Koata Ltd constitution”

 

Resolution 3: Trustee Contracting

Clause Current Clause Proposed Clause
Ngāti Koata Trust Deed, clause 4.10 (d) “The Trustees may appoint an incorporated or unincorporated entity to provide services to the Trust. In any case where the entity directly or indirectly procures, causes, permits or otherwise howsoever makes a Trustee available to carry out management services, the appointment shall be of no effect and neither that entity nor that person shall have any authority on behalf of nor claim against the Trust, unless prior to that appointment the full terms and conditions of the proposed appointment shall have been disclosed in writing to all the Trustees, and the Trustees shall have voted unanimously (subject to clause 4.16) in support of that appointment on those terms.” “The Trustees may appoint an incorporated or unincorporated entity to provide services to the Trust, or to any Corporate Entity. In any case where the entity is controlled or managed by a Trustee or directly or indirectly procures, causes, permits or otherwise howsoever makes such Trustee available to carry out management or other services, the appointment shall be null and void and neither that entity nor that person shall have any authority on behalf of nor claims against the Trust or the Corporate Entity. However, such appointment shall not be null and void if prior to that appointment the full terms and conditions of the proposed appointment have been disclosed in writing to all the Trustees, and the Trustees have voted unanimously (subject to clause 4.16) in support of that appointment on those terms. However this clause does not prevent a Trustee may be being employed by an incorporated or unincorporated entity that they do not control, manage or the like to provide a service to that entity while it is providing services to the Trust or Corporate Entity.”
Te Pātaka a Ngāti Koata Trust Deed, clause 4.19 (c) “The Trustees may appoint an incorporated or unincorporated entity to provide services to the Trust as they see fit where that incorporated or unincorporated entity does not directly or indirectly procure, cause or permit or otherwise howsoever make a Trustee or employee available to carry out management, employee or director services. Voting shall be on a majority basis.” “The Trustees may appoint an incorporated or unincorporated entity to provide services to the Trust, or to any Corporate Entity. In any case where the entity is controlled or managed by a Trustee or directly or indirectly procures, causes, permits or otherwise howsoever makes such Trustee available to carry out management or other services, the appointment shall be null and void and neither that entity nor that person shall have any authority on behalf of nor claims against the Trust or the Corporate Entity. However, such appointment shall not be null and void if prior to that appointment the full terms and conditions of the proposed appointment have been disclosed in writing to all the Trustees, and the Trustees have voted unanimously (subject to clause 4.16) in support of that appointment on those terms. However This clause does not prevent a Trustee may be being employed by an incorporated or unincorporated entity that they do not control, manage or the like to provide a service to that entity while it is providing services to the Trust or Corporate Entity.”

 

Resolution 4: Trustee Interest Register

Clause Current Clause Proposed Clause
Ngāti Koata Trust Deed,

clause 4.36

“A disclosure of interest by a trustee shall be recorded in the minute book of the Trust.  Immediately following his or her appointment as a Trustee, each Trustee must enter into the minute book and must disclose in writing to the other, the name of any iwi of which he or she is a member, and the Trustee must also, at any time after his or her appointment, enter into the Minute Book and disclose to the next meeting of the Trustees, any interest of which that Trustee becomes aware.” “A disclosure of interest by a trustee shall be recorded in the Minute Book of the Trust.  Immediately following his or her appointment as a Trustee, each Trustee must enter into the Minute Book and must disclose in writing to the other Trustees, the name of any iwi of which he or she is a registered member, the details of any governance or operational appointments on bodies outside of the Ngāti Koata Trust, and the Trustee must also, at any time after his or her appointment, enter into the Minute Book and disclose to the next meeting of the Trustees, any interest of which that Trustee becomes aware that could potentially represent a conflict of interest.”
Te Pātaka a Ngāti Koata Trust Deed,  clause 4.52 “A disclosure of an interest by a Trustee shall be recorded in the minute book of the Trust. Immediately following his or her appointment as a Trustee, each Trustee must enter into the minute book and must disclose in writing to the other Trustees, the name of any iwi of which he or she is a member, and the Trustee must also, at any time after his or her appointment, enter into the Minute Book and disclose to the next meeting of the Trustees, any interest of which that Trustee becomes aware that could potentially represent a conflict of interest.” “A disclosure of an interest by a Trustee shall be recorded in the Minute Book of the Trust. Immediately following his or her appointment as a Trustee, each Trustee must enter into the Minute Book and must disclose in writing to the other Trustees, the name of any iwi of which he or she is a registered member, the details of any governance or operational appointments on bodies outside of the Te Pātaka a Ngāti Koata Trust, and the Trustee must also, at any time after his or her appointment, enter into the Minute Book and disclose to the next meeting of the Trustees, any interest of which that Trustee becomes aware that could potentially represent a conflict of interest.”

 

Resolution 5: Administrative Changes

Clause Current Clause Proposed Clause

Returning Officer

‘Definitions’ sections of both Deeds No current definition “Returning Officer means any professional person or corporate entity that is appointed by the Trust to independently verify the results of:

a.    an election held pursuant to Schedule 1 of this Deed; and

b.    any other vote of the Adult Members.”

Schedule 1, Part B, Ngāti Koata Trust and Te Pātaka a Ngāti Koata Trust Deeds New Clause “The Trustees shall appoint a person or election services provider to act as the Returning Officer for the purpose of elections held under this Schedule, provided however that the Returning Officer shall not be a Trustee, a nominee, an employee of the Trust, or a Member.  

The Returning Officer shall be responsible for receiving and counting all votes cast in an election held under this Schedule.

The Trustees may appoint up to two (2) Returning Officer Assistants to assist the Returning Officer with his or her task.”

Schedule 1, Part B, Ngāti Koata Trust and  Te Pātaka a Ngāti Koata Trust Deeds Addition to current Clauses Counting of votes

On completion of the voting in an election, the Returning Officer shall:

a.    reject as informal:

                    i.            any vote for which there is reasonable cause to believe that the Voting Paper was not prepared by the Trust for the purposes of the election; and

                  ii.            any vote that does not clearly indicate the nominee for which the voter intended to vote; provided that no vote shall be rejected as informal by reason of some informality in the manner in which it was dealt with by the voter if the vote is otherwise regular and if the intention of the voter is clearly indicated;

b.    then:

                    i.            count the number of votes cast in an election received for each nominee; and

                  ii.            count the number of votes rejected as informal;

c.    determine the number of highest polling nominees required to fill all vacancies in the office of Trustee and declare those highest polling nominees as duly elected Trustees; and

d.    determine the two  next highest polling nominees and declare them as duly elected Alternates in order of votes; and

e.    where there is an equality of votes in an election such that the number of highest polling nominees required to fill all vacancies in the office of Trustee cannot be determined, and where the nominees so tied cannot agree amongst themselves who shall be elected as Trustee, the Chairperson or Deputy Chairperson or other officeholder of the Trust, who is not one of the nominees, shall draw lots to determine who is to be elected as Trustee.

Election Results to be Notified

a.       Within 5 Working Days of the closing date for voting, the Returning Officer shall provide the Trustees with a report of the final results of the election, including the number of votes received for each nominee and the number of votes rejected as informal.

b.       Within 10 Working Days of the Trustees receiving the report from the Returning Officer, the Trustees shall notify Members of the results of an election through the website maintained from time to time by the Trustees declaring the names of the nominees who sought election, ranking of candidates by the number of votes received, and distinguishing the elected Trustees and Alternates.”

Schedule 1, Part B, Ngāti Koata Trust and  Te Pātaka a Ngāti Koata Trust Deeds Addition to current Clauses Counting of votes (other than elections)

On completion of the voting on each resolution at a General Meeting, the Returning Officer shall:

a.    reject as informal:

                                i.            any vote for which there is reasonable cause to believe that it was not prepared by the Trust for the purposes of the General Meeting; and

                              ii.            any vote that does not clearly indicate the option for which the voter intended to vote,

provided that no vote shall be rejected as informal by reason of some informality in the manner in which it was dealt with by the voter if the vote is otherwise regular and if the intention of the voter is clearly indicated;

b.    then;

                                i.            count the number of votes casts in favour of a resolution; and

                              ii.            count the number of votes cast against a resolution; and iii.  count the number of votes rejected as informal

c.    determine whether the resolution has been passed or not; and

d.    notify the Members present at the General Meeting of the outcomes of the vote on the resolution.”

Ngāti Koata Trust Deed, Schedule 1, Part B New Clause Trustees to comply with procedure

For the avoidance of doubt the Trustees when undertaking the procedure for voting shall comply with the process that has been publically notified to members of Ngāti Koata and the provisions of this Deed.”

Ngāti Koata Trust Deed, Schedule 1, Part A, clauses 1 and 2 1.    “Subject to the rule in clause 4.1 of this Deed, the highest polling nominee and nominees eligible for election under clause 2 of this Schedule 1 shall be elected as Trustee/s.

2.    The next highest polling nominee for election as Trustee under clause 2 of this Schedule 1 shall be elected as an Alternative. Should there not be sufficient nominees to make an appointment of an Alternative, the position shall not be filled.”

1.    “Subject to the rule in clause 4.1 of this Deed, in any election, the highest polling nominee and nominees as are required to fill the vacancies in the office of Trustee as created by operation of clause 2 of this Schedule 1, shall be elected as Trustee/s.

2.    The two next highest polling nominees in any election shall be elected as Alternates in order of votes for the purposes of clause 4.3 of this Deed. Should there not be sufficient nominees to make an appointment of an Alternate, the position shall not be filled.”

Postal Votes

Ngāti Koata Trust Deed, Schedule 1, Part A, clause 5 “All Adult Member shall be eligible to vote on any resolution required by 7.8 of this Deed or the election of Trustees and any votes cast as per this Schedule 1 shall be received:

a.    by personal vote (not proxy) at a General Meeting;

b.    by postal ballot (including fax) and received before 5pm on the day of the General Meeting.”

“All Adult Members shall be eligible to vote on any resolution required by clause 7.8 of this Deed or the election of Trustees. Any votes cast as per this Schedule 1 shall be received:

a.    by personal vote (not proxy) at a General Meeting;

b.    By postal ballot (including electronic means) and received before 5pm on the day of the General Meeting.”

Ngāti Koata Trust Deed, Schedule 1, Part A, clause 5; and Te Pātaka a Ngāti Koata Trust Deed, Schedule 1, Part A, clause 16 New Clause “(c) Timing of postal votes

Votes must be cast no later than the closing date for voting. Votes otherwise validly cast are valid and able to be counted if they are received by the Returning Officer no later than 3 days after the closing date New Zealand Standard time, but only if the envelope containing the voting form is date stamped on or before the date for voting closes.”

Custodian Trustee

Ngāti Koata Trust Deed, under ‘Definitions’ New Clause Custodian Trustee means a Trustee that holds legal title to the Trust Assets upon the instructions of the Trustees.”
Ngāti Koata Trust Deed, new clause under ‘Appointment and Removal of Custodian Trustee’ New Clause “The Trustees shall inform the Adult Registered Members if a Custodian Trustee is appointed or removed.”

Settlement Assets

Ngāti Koata Trust Deed’, under ‘Definitions “Settlement Assets has the same meaning as that term in the Māori Commercial Aquaculture Claims Settlement Act 2004”. Settlement Assets means:

a.    Settlements Assets as defined in the Māori Commercial Aquaculture Claims Settlement Act 2004; and

b.    Treaty Settlement Assets.

Treaty Settlement Assets means all Treaty of Waitangi settlement assets and all assets received from the Crown under the Deed of Settlement.”

Alignment of Deeds

Ngāti Koata Trust & Te Pātaka a Ngāti Koata Trust Deeds Insert macrons in “Ngāti” and “Māori” throughout both Deeds wherever it appears.
Te Pātaka a Ngāti Koata Trust Deed Remove the “ō” macron from ‘Koata’ throughout the Deed wherever it appears.
Ngāti Koata Trust Deed Replace “Trust Fund” to “Trust Assets” throughout the Deed wherever it appears.
Te Pātaka a Ngāti Koata Trust Deed Remove “Te” from “Te Koata” wherever it appears in the Deed
Ngāti Koata Trust Deed, clause 9 under ‘Notice to Members of Ngāti Koata’ “Where elections are to be held at a General Meeting or Special General Meeting the following notice shall be given for nominations:

a.    Nominations are to be called not less than 30 working days prior to the General Meeting; and

b.    Valid nominations must be received at the office of the Trust no later than 10 working days before the General Meeting at which the election of trustees is to be held.”

“Where elections are to be held at a General Meeting or Special General Meeting the following notice shall be given for nominations:

a.    Nominations are to be called not less than 40 working days prior to the General Meeting; and

b.    Valid nominations must be received at the office of the Trust no later than 25 working days before the General Meeting at which the election of Trustees is to be held.”

Ngāti Koata Trust Deed,  clause 4.3, ‘Election of Alternates’ “Two (2) Adult Registered Members of Ngāti Koata (not having been elected Trustees) shall be elected Alternates in accordance with Schedule 1 of this Deed to represent the interests of all Iwi Members should a Trustee for any reason be unable to perform their duties as Trustee.” “Two (2) Adult Registered Members of Ngāti Koata (not having been elected Trustees) shall be elected Alternates in accordance with Schedule 1 of this Deed to represent the interests of all Iwi Members should a Trustee for any reason be unable to perform their duties as Trustee. The two Alternates will be the next two highest polling Trustee nominees.”
Ngāti Koata Trust Deed, under ‘Definitions’ “Public Notice means a notice:

a.    Is published in a newspaper generally circulating in the relevant area or areas; and

b.    may also be published by panui or electronic media and television; and

c.    complies with Kaupapa 8 of Schedule 1.”

“Public Notice means a notice

a.    Is published in a newspaper generally circulating in the relevant area or areas; and

b.    May also be published by panui or electronic media and television; and

c.    Complies with Kaupapa 4 of Schedule 7 of the Act.”

Ngāti Koata Trust Deed, under ‘Definitions’ “Private Notice means a notice:

a.    sent by any means that is private to the recipient; and

b.    complies with Kaupapa 8 of Schedule 1.”

“Private Notice means a notice

a.    Sent by any means that is private to the recipient; and

b.    Complies with Kaupapa 4 of Schedule 7 of the Act.”

Ngāti Koata Trust Deed, under ‘Interests in common with Iwi/Hapu/Whanau’ New Clause “A Trustee will not be an interested Trustee simply for the reason of being a Trustee also on Te Pātaka a Ngāti Koata Trust.

In the event of a dispute as to whether a Trustee is an interested party, the matter shall be decided by the Chairperson. Where the alleged interested party is the Chairperson, the existence of an interest shall be determined by the deputy Chairperson or suitably delegated individual(s) authority.”

 

 

Changes to Resolutions following Consultation

There have been three changes to the resolutions since the iwi consultation hui in May:

  1.       The clause change for Trustee Contracting has been taken out of the Separation of Governance and Management resolution and has been made a resolution of its own.
  2.       The clause change for Trustee Interest Register has been taken out of the Administrative Changes resolution and has been made a resolution of its own.
  3.       Two items have been removed from this year’s vote pending further discussion. They are:
    1. Trustee Term
    2. Unruly Meetings