Friends of Saint Mary of the Angels Charitable Trust

A Board duly incorporated under the provisions of the Charitable Trusts Act 1957

WHEREAS

The Parish Priest and members of the Parish of Saint Mary of the Angels wish to promote the establishment of the "Friends of Saint Mary of the Angels Charitable Trust" for the benefit of the religious charitable and educational purposes of the Parish of Saint Mary of the Angels, Boulcott Street, Wellington and in particular but without limitation:

(a)
The restoration of the Church of Saint Mary of the Angels, Boulcott Street, Wellington; and,
(b)
The ongoing maintenance, upkeep and preservation of the Church of Saint Mary of the Angels, the preservation and upkeep of the Church’s archives and any historical exhibition, maintenance of the presbytery and development and maintenance of the grounds and environs.
1
INTERPRETATION

1.1
In these Rules unless the context requires a different interpretation:

Archbishop means the Roman Catholic Archbishop of the Archdiocese of Wellington, New Zealand, for the time being.

Archdiocese means the Roman Catholic Archdiocese of Wellington, New Zealand.

The Trust Board means the Board of Trustees constituted under this Constitution.

Church means The Church of Saint Mary of the Angels, Boulcott Street, Wellington, New Zealand.

Donor Member shall have the meaning ascribed to it in Rule 14.1.

Member shall mean a trustee of the Trust Board appointed pursuant to Rule 7.1.

The objects means the objects set forth in Rule 4.

The Parish means the Parish of Saint Mary of the Angels.

Special Character means that the Church is used primarily as a place for the observance and exercise of worship and liturgy according to the values of Jesus Christ as expressed in the scriptures and in the practices, worship and doctrine of the Roman Catholic Church.

Year and financial year means the period beginning on the 1st day of April in any year and ending on the last day of March next following or such other period as may from time to time be determined by the Trust Board.

Reserve Fund means the fund established pursuant to Clause 21.

In writing includes printing, lithography and other modes of reproducing including electronic, or representing words in a visible form.

Words importing the singular number include the plural number and vice versa, and persons shall unless the contrary intention appears, be construed as including companies, corporations, institutions, organisations and public bodies. Words importing the masculine gender include all genders.

Paragraph Headings are included for the sake of convenience only and shall not be looked to in the construction of this Deed.

2
NAME

2.1
The name shall be “Friends of Saint Mary of the Angels Charitable Trust”.


3
OFFICE

3.1
The office of the Friends of Saint Mary of the Angels Charitable Trust shall be established at 17 Boulcott Street in the City of Wellington, New Zealand or such other place as may from time to time be determined by the Trust Board.
4
OBJECTS

4.1
The objects for which the Friends of Saint Mary of the Angels Charitable Trust is established are to assist with the carrying out of the religious, charitable or educational purposes of the Parish of Saint Mary of the Angels and to that end to:

4.1.1
Solicit donations and gifts (including testamentary gifts) to promote the objects of the Friends of Saint Mary of the Angels Charitable Trust.
4.1.2
Accept the control and custody of any assets for the purposes of the Friends of Saint Mary of the Angels Charitable Trust.
4.1.3
Upgrade and restore the Church and where appropriate and necessary to renew, replace any part or parts thereof and to add to or modify the same in accordance with the best of trade practices to a state where it is in good order and condition so as to promote and sustain its religious objective as a principal place of worship for the Parish of Saint Mary of the Angels.
4.1.4
Create a capital fund from which the income may be applied

  • for any required restoration of the Church
  • to meet the ongoing costs of maintaining and preserving the restored Church,
  • in maintaining and preserving the Church’s archives and any historical exhibition, and
  • in maintaining the presbytery, the grounds and environs.
  • to provide a place of worship for the parishioners of Saint Mary of the Angels parish.

The provisions relating to the establishment and management of such a fund are set out in Clause 21 of this Constitution.

4.1.5
Promote and assist in every way in the maintenance and preservation of the special character of the Church and its environs.
4.1.6
Promote the objects of the Friends of Saint Mary of the Angels Charitable Trust by means (inter alia) of meetings, lectures, publications, educational courses and other forms of instruction and publicity.
4.1.7
Admit as a Donor Member of the Friends of Saint Mary of the Angels Charitable Trust persons, companies, corporations, institutions, organisations, public bodies whether incorporated or unincorporated and groups of people.
4.1.8
Provide financial support to the Pastoral Team at the Parish of Saint Mary of the Angels.
4.1.9
Provide financial support to the Parish of Saint Mary of the Angels.
4.1.10
Provide finance for the maintenance and development of the grounds and presbytery of the Church of Saint Mary of the Angels.

5
GUIDING AUTHORITY

5.1
The Friends of Saint Mary of the Angels Charitable Trust shall at all times conduct its affairs both internal and external and control and manage its resources and day to day business in accordance with the canonical norms of the Roman Catholic Church and in particular will observe and abide by the regulations and instructions of the Archbishop of the Archdiocese of Wellington as communicated by him from time to time to the Parish Priest of the Parish of Saint Mary of the Angels pursuant to Canon 1276 paragraph 2 or of the Code of Canon Law any Canon amending the same or in substitution therefor.
5.2
It shall be the responsibility of the Parish Priest to bring to the attention of the Friends of Saint Mary of the Angels Charitable Trust any instructions of the Archbishop of the Archdiocese of Wellington as shall be communicated to the Parish Priest pursuant to Paragraph 5.1 hereof.

6
MANAGEMENT OF FRIENDS OF SAINT MARY OF THE ANGELS CHARITABLE TRUST

6.1
The control management and conduct of the Friends of Saint Mary of the Angels Charitable Trust shall be vested in a Board of Trustees.
6.2
If any Member of the Trust Board shall

6.2.1
Die
6.2.2
Resign
6.2.3
Become insolvent, insane
6.2.4
Shall be convicted of any serious offence which the other Members of the Trust Board by resolution passed pursuant to Rule 7.4 of this Constitution decide disqualifies that person from remaining a Member of the Trust Board; or
6.2.5
Shall refuse to act or shall be absent from three (3) consecutive meetings of the Trust Board without reasonable cause or without leave of absence granted by the Trust Board

that Member shall ipso facto cease to be a Member of the Trust Board.

7
BOARD OF TRUSTEES

7.1
The Board of Trustees shall comprise:

7.1.1
The Archbishop or his nominee.
7.1.2
The Parish Priest of the Parish of Saint Mary of the Angels.
7.1.3
Three (3) persons appointed by the Finance Committee of the Parish of Saint Mary of the Angels provided such appointees are members of or benefactors to the Parish.
7.1.4
Two (2) persons appointed by the Parish Priest of the Parish of Saint Mary of the Angels.
7.2
The representatives appointed pursuant to paragraphs 7.1.3 to 7.1.4 shall hold office for a term of three years, structured in such a way by the Board of Trustees that terms expire on a staggered basis. A representative retiring from office shall be eligible for re-appointment.
7.3
A casual vacancy amongst the members of the Trust Board may be filled by the nominating party responsible for his appointment pursuant to the provisions of paragraph 7.1 of this Rule provided that such person appointed to fill such casual vacancy shall have the same qualifications for office pursuant to paragraph 7.1 of this Rule as the person in whose place that person is appointed to the Trust Board.
7.4
A member of the Trust Board (other than a member who has been appointed pursuant to paragraph 7.1.1 or 7.1.2 of this Rule) shall cease to be a member of the Trust Board should he be the subject of a resolution of a three-quarters majority of the Trust Board that he no longer be a member of the Trust Board.
8
OFFICERS OF THE FRIENDS OF SAINT MARY OF THE ANGELS CHARITABLE TRUST

8.1
The Officers of the Friends of Saint Mary of the Angels Charitable Trust shall comprise

8.1.1
a Chairman, who shall be the Chairman of the Trust Board,
8.1.2
a Vice-Chairman who shall be one of the Trustees.
8.1.3
a Secretary and a Treasurer who need not necessarily be a Member of the Trust Board and whose offices may be held either jointly by one person or separately by two persons.
8.2
The Officers of the Friends of Saint Mary of the Angels Charitable Trust shall be appointed each year by the Trust Board at its first meeting after the Annual General Meeting and shall hold office until such time as their respective successors have been appointed. In the event of any vacancy occurring amongst the Officers of the Friends of Saint Mary of the Angels Charitable Trust, the Trust Board shall as soon as practicable fill such vacancy.
9
PROCEEDINGS OF THE BOARD OF TRUSTEES

9.1
The Trust Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairman shall have a second or casting vote. The Chairman or Vice-Chairman may at any time summon a meeting of the Trust Board.
9.2
The quorum necessary for transacting the business of the Trust Board shall be four (4). The Chairman shall preside and in the absence of the Chairman the Vice-Chairman shall preside at all meetings of the Trust Board and if none of them be present the members of the Trust Board present shall choose one of their number to be Chairman of the meeting.
9.3
The resolution in writing signed by all the members of the Trust Board for the time being present in New Zealand shall be as valid and effectual as if it had been passed at a meeting of the Trust Board duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members of the Trust Board.
10
POWERS OF THE BOARD OF TRUSTEES

10.1
Without affecting the generality of the foregoing and subject always to the compliance with the requirements of the Canonical norms of the Church as specified in Rule 5 of this Constitution the Board of Trustees of the Friends of Saint Mary of the Angels Charitable Trust may:

10.1.1
Purchase erect, build, take or lease or otherwise obtain the use or occupation of and manage, extend, improve, develop, alter, modify, pull down, demolish, maintain and repair and sell, exchange, let, lease, donate or otherwise dispose of real and personal property of every description.
10.1.2
Accept the custody, control and management of any real or personal property which may be bequeathed or donated to the Friends of Saint Mary of the Angels Charitable Trust or to the Trust Board for the benefit of the Friends of Saint Mary of the Angels Charitable Trust.
10.1.3
Accept and carry out any trusts attached to gifts or bequests to or for the benefit of the Friends of Saint Mary of the Angels Charitable Trust.
10.1.4
Promote and list and maintain Donor Members of the Friends of Saint Mary of the Angels Charitable Trust.
10.1.5
Invest all or any moneys held by the Trust Board on the trusts hereof in and upon such investments as the Trust Board may from time to time in its complete discretion decide notwithstanding that any such investment may not be authorised by law for the time being in force in New Zealand for the investment by trustees of trust funds.
10.1.6
Purchase or acquire any real or personal property and subscribe for and take up stocks shares debentures and notes in any limited company or companies whether public or private or in any partnerships or syndicates invest any moneys in any contributory mortgage or mortgages and permit any moneys to be invested notwithstanding that the same may be of speculative or wasting nature.
10.1.7
Adopt such means as the Trust Board may from time to time determine for the purpose of raising money and for obtaining property for the furtherance of the objects of the Friends of Saint Mary of the Angels Charitable Trust and accept contributions, collections, donations, legacies, devises, gifts, grants, loans, debentures and subsidies.
10.1.8
Borrow or raise moneys for the furtherance of the objects of the Friends of Saint Mary of the Angels Charitable Trust.
10.1.9
Secure in such manner as the Trust Board shall think fit the repayment of any moneys borrowed or raised by the Trust Board and in particular by the issue of acknowledgments of debt, debentures or debenture stock, perpetual or otherwise charged upon all or any of the property of the Friends of Saint Mary of the Angels Charitable Trust both present and future and give and execute in the prescribed manner mortgages, debentures and other instruments as security for such repayment and pay-off, redeem or purchase any such securities.
10.1.10
Draw, make, accept, endorse, discount, execute, and issue promissory notes, cheques, bills of exchange, warrants, and other negotiable securities or transferable instruments.
10.1.11
Pay premiums on policies of assurance which the Friends of Saint Mary of the Angels Charitable Trust may acquire by assignments or otherwise.
10.1.12
Insure against all insurable risks any property persons or interests for which the Friends of Saint Mary of the Angels Charitable Trust is responsible.
10.1.13
Subject to the provisions of the Charitable Trusts Act, 1957, or any statutory modification, variation or re-enactment thereof enter into, seal, execute and perform all deeds, documents, instruments, agreements, papers and writings and do all such other things, acts, deeds, and matters as shall be necessary, incidental or conducive to the attainment of any of the foregoing objects of the Friends of Saint Mary of the Angels Charitable Trust.
10.1.14
Institute, initiate, or take and defend, compromise or abandon legal proceedings involving the property or affairs of the Friends of Saint Mary of the Angels Charitable Trust.
10.1.15
Employ staff to assist in the work of the Friends of Saint Mary of the Angels Charitable Trust at such wages and on such terms as may be deemed expedient and obtain and pay for professional and other advice and services.
10.1.16
Subject to these Rules exercise all or any of the powers conferred on trustees by the Trustee Act 1956 or any statutory modification, variation or re-enactment thereof.
10.1.17
Do all such other acts and things as are incidental to or will further the attainment of the foregoing objects or any of them provided that nothing hereinbefore contained shall authorise any object that is not charitable in law.
10.2
The powers set forth in Rule 10.1 of this Constitution, except where the context expressly requires, shall not be in any way limited or restricted by reference to or inference from the terms of any other Rule or sub-Rule, and none of such Rules or sub-Rules, or the powers shall be deemed subsidiary or ancillary to any other Rule or sub-Rule.
11
FUNCTIONS AND DUTIES OF THE BOARD OF TRUSTEES

11.1
The functions and duties of the Board of Trustees of the Friends of Saint Mary of the Angels Charitable Trust shall be:

11.1.1
To control, administer and manage the property, funds and affairs of the Friends of Saint Mary of the Angels Charitable Trust.
11.1.2
To carry out, effect and perform the objects according to law and as provided in and by the Charitable Trusts Act, 1957, or any statutory modification, variation or re-enactment thereof and in accordance with this Constitution.
11.1.3
To appoint officers, assistants and other servants and professional advisors whether honorary or otherwise and upon such terms and conditions and at such remuneration as the Trust Board shall think fit and from time to time to remove and to replace any person or persons so appointed.
11.1.4
To promote, enlist and maintain Donor Members.
11.1.5
To do all such other things, not being contrary to law and not prohibited by this Constitution, as shall or may be necessary or desirable in the opinion of the Trust Board for the carrying out and performance of the objects of the Friends of Saint Mary of the Angels Charitable Trust.
12
EXECUTIVE OF FRIENDS OF SAINT MARY OF THE ANGELS CHARITABLE TRUST

12.1
The day to day administration of the Friends of Saint Mary of the Angels Charitable Trust shall be under the control of an Executive which shall be responsible for implementing the policies of the Trust Board. The Executive shall comprise the following members:

12.1.1
The Parish Priest of Saint Mary of the Angels Parish.
12.1.2
The Chairman.
12.1.3
A member of the Board of Trustees, who may also be the Secretary / Treasurer of the Friends of Saint Mary of the Angels Charitable Trust.
12.1.4
The Secretary / Treasurer of the Friends of Saint Mary of the Angels Charitable Trust.
12.2
The Executive shall also have the power to deal with any matter affecting the Friends of Saint Mary of the Angels Charitable Trust, where expenditure not exceeding $25,000 is required. The Executive may authorise such expenditure without prior approval from the Board of Trustees.
13
COMMITTEES

13.1
The Trust Board may appoint Committees consisting of any combination of any one or more of the following classes of person:

13.1.1
A Member of the Trust Board;
13.1.2
A Member of the Executive;
13.1.3
A Donor Member;

Any Committee so formed shall in the exercise of its responsibilities conform to any regulations that may be imposed on it by the Trust Board provided that all Committees so appointed by the Trust Board shall be subject at all times to the direction and control of the Trust Board. The quorum for any meeting of any Committee appointed by the Trust Board shall be a majority of the members of any such Committee.

13. 2
The Archbishop or his nominee and the Parish Priest in terms of Rule 7.1.1 hereof shall be entitled to attend every meeting of any Committee appointed by the Trust Board.

14
DONOR MEMBER

14.1
Any person, howsoever constituted, who makes a donation of money or moneys worth to the Friends of Saint Mary of the Angels Charitable Trust for its general purposes shall be a Donor Member of the Friends of Saint Mary of the Angels Charitable Trust.
14.2
A Donor Member of the Friends of Saint Mary of the Angels Charitable Trust shall not be a Member as herein defined nor shall have any of the rights or obligations which are herein bestowed upon and assumed by a Member, except:

14.2.1
every Donor Member shall be invited to attend the Annual General Meeting of the Friends of Saint Mary of the Angels Charitable Trust and any other General Meetings of the Friends of Saint Mary of the Angels Charitable Trust; and
14.2.2
a donor Member shall have speaking rights but no voting rights at any such meeting.
14.3
Donor membership shall be maintained at the pleasure of the Trust Board of the Friends of Saint Mary of the Angels Charitable Trust.
15
GENERAL MEETINGS OF FRIENDS OF SAINT MARY OF THE ANGELS CHARITABLE TRUST

15.1
The financial and business year of the Friends of Saint Mary of the Angels Charitable Trust shall end on the last day of March each year. An Annual General Meeting of the Friends of Saint Mary of the Angels Charitable Trust shall be held once in every calendar year at such time and place as the Trust Board may determine. The business of such meeting shall be to receive and consider the Annual Report of the Trust Board, the Balance Sheet and Income and Expenditure Account for the year and the report of the Auditors, and appoint and fix the remuneration of the Auditors for the ensuing year. The Trust Board may bring before the meeting any other business decided upon by the Trust Board.
15.2
The Chairman shall preside as Chairman at every General Meeting of the Friends of Saint Mary of the Angels Charitable Trust or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice-Chairman shall preside or if he is not so present, or is unwilling to act then the members present shall elect any Trust Board member who is present and who is willing to be Chairman of the meeting.
16
MINUTES

16.1
The Trust Board shall cause to be kept and recorded minutes of all resolutions and proceedings of Annual General Meetings and all General Meetings of the Friends of Saint Mary of the Angels Charitable Trust and all meetings of the Trust Board and shall cause such minutes to be signed by the Chairman of the meeting or of the next meeting. Copies of all such minutes shall be sent forthwith to the members of the Trust Board.
17
REGULATIONS

17.1
The Trust Board may make, amend, or rescind any by-laws or regulations not inconsistent with these Rules to attain or facilitate the attainment of the objects of the Friends of Saint Mary of the Angels Charitable Trust or any of them.
18
ACCOUNTS

18.1
The Trust Board shall cause proper books of account to be provided and true and accurate entries to be made therein of the assets and liabilities of the Friends of Saint Mary of the Angels Charitable Trust and of all the sums of money received and paid by the Friends of Saint Mary of the Angels Charitable Trust under the authority of these Rules and in pursuance of the several aims and objects of the Friends of Saint Mary of the Angels Charitable Trust.
18.2
Such books shall at times to be appointed by the Trust Board be open to the inspection of every member of the Trust Board or any person or professional advisers appointed by the Trust Board who may take extracts from the same.
18.3
All moneys collected or raised by the Trust Board or otherwise belonging to the Friends of Saint Mary of the Angels Charitable Trust shall within three (3) business days after they shall have come into the hands of the Friends of Saint Mary of the Angels Charitable Trust be paid into a current account in the name of the Friends of Saint Mary of the Angels Charitable Trust at such trading bank or other financial institution as the Trust Board shall from time to time direct and appoint.
18.4
No money may be withdrawn from the bank account of the Friends of Saint Mary of the Angels Charitable Trust except by the authority of the Trust Board and by cheque signed by any two members of the Trust Board both of whose signatures will also be required on any negotiable instrument issued by the Friends of Saint Mary of the Angels Charitable Trust. Cheques and other negotiable instruments requiring endorsement for credit of the Friends of Saint Mary of the Angels Charitable Trust’s current account shall be executed in such manner as the Trust Board shall determine.
18.5
At the end of each financial year and not later than ninety (90) days after the end of such financial year the Trust Board shall cause to be prepared the annual Balance Sheet of the Friends of Saint Mary of the Angels Charitable Trust as at the end of such financial year together with a statement of income and expenditure of the Friends of Saint Mary of the Angels Charitable Trust during that financial year and such Balance Sheet and Statement of Income and Expenditure when duly audited shall be submitted to the Trust Board for approval and thereafter submitted to the Annual General Meeting of the Friends of Saint Mary of the Angels Charitable Trust.
18.6
A copy of such Balance Sheet and Statement of Income and Expenditure shall be posted to each member of the Trust Board at least twenty one (21) days prior to the meeting of the Trust Board at which it is to be considered.
19
AUDIT

19.1
Once at least in every year the accounts of the Friends of Saint Mary of the Angels Charitable Trust shall be examined by independent audit and the correctness of the Balance Sheet and Statement of Income and Expenditure ascertained by the auditor to the Friends of Saint Mary of the Angels Charitable Trust who shall make a report to the Trust Board and members of the Friends of Saint Mary of the Angels Charitable Trust on the accounts so examined by him. The auditor shall be a member of The New Zealand Society of Accountants in private practice.
20
APPLICATION OF FUNDS AND PROPERTY OF FRIENDS OF SAINT MARY OF THE ANGELS CHARITABLE TRUST

20.1
All moneys received or collected by and on behalf of the Friends of Saint Mary of the Angels Charitable Trust and all the income and property of the Friends of Saint Mary of the Angels Charitable Trust shall be applied solely in and towards the promotion of the aims and objects of the Friends of Saint Mary of the Angels Charitable Trust as set forth in these Rules, providing however that nothing herein contained shall be deemed to preclude the payment out of the Friends of Saint Mary of the Angels Charitable Trust’s funds all expenses properly incurred in collecting such moneys and in otherwise administering the Friends of Saint Mary of the Angels Charitable Trust.
20.2
All moneys and funds raised or collected by or on behalf of the Friends of Saint Mary of the Angels Charitable Trust may be distributed by the Trust Board in the manner prescribed in these Rules.
20.3
No portion of the funds of the Friends of Saint Mary of the Angels Charitable Trust shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise howsoever by way of profit to the members of the Friends of Saint Mary of the Angels Charitable Trust provided that nothing herein prevents the payment, in good faith, of reasonable and proper remuneration and expenses to any officer or servant of the Friends of Saint Mary of the Angels Charitable Trust or to any member of the Friends of Saint Mary of the Angels Charitable Trust for services actually rendered to the Friends of Saint Mary of the Angels Charitable Trust.
21
RESERVE FUND

21.1
The Trustees shall establish within the Trust a capital fund to be known as the Reserve Fund.
21.2
All funds received imprest with a trust requiring preservation of capital and payment out of interest only shall be placed in the Reserve Fund.
21.3
The Trustees may from time to time pay additional monies to the Reserve Fund.
21.4
The capital of the Reserve Fund shall be preserved intact. The income in any financial year may, by resolution of the Trustees, be paid or applied as they think fit. Any income not so paid or applied within six (6) months of the end of a financial year shall be added to the capital of the Reserve Fund and form part thereof.
21.5
The Trustees may access all or part of the capital of the Reserve Fund if in their opinion it is critical for them to do so. As a condition precedent for such access:

(i)
all the Trustees must unanimously resolve to do so;
(ii)
the written consent of the Archbishop shall be obtained.
21
RESERVE FUND

21.1
The Trustees shall establish within the Trust a capital fund to be known as the Reserve Fund.
21.2
All funds received imprest with a trust requiring preservation of capital and payment out of interest only shall be placed in the Reserve Fund.
21.3
The Trustees may from time to time pay additional monies to the Reserve Fund.
21.4
The capital of the Reserve Fund shall be preserved intact. The income in any financial year may, by resolution of the Trustees, be paid or applied as they think fit. Any income not so paid or applied within six (6) months of the end of a financial year shall be added to the capital of the Reserve Fund and form part thereof.
21.5
The Trustees may access all or part of the capital of the Reserve Fund if in their opinion it is critical for them to do so. As a condition precedent for such access:

(i)
all the Trustees must unanimously resolve to do so;
(ii)
the written consent of the Archbishop shall be obtained.
23
SEAL

23.1
The Common Seal of the Friends of Saint Mary of the Angels Charitable Trust shall be in the custody of the Secretary and shall not be affixed to any deed or other document except by the authority of a resolution of the Trust Board and in the presence of two (2) members of the Trust Board who shall attest the fixing of the Seal. Any deed or other instrument duly sealed and purporting to be signed by two members of the Trust Board shall be deemed to be properly executed.
24
INDEMNITY

24.1
Any member of the Trust Board officer or employee of the Friends of Saint Mary of the Angels Charitable Trust shall be indemnified out of the assets of the Friends of Saint Mary of the Angels Charitable Trust against any liability incurred by him in defending any proceedings whether civil or criminal taken against him by reason of his actions in relation to or connected with the Friends of Saint Mary of the Angels Charitable Trust in which judgment is given in his favour or in which he is acquitted or in which relief is granted to him by the Court in respect of any negligence, default, breach of duty or breach of trust provided that notwithstanding the foregoing the Trust Board may by the unanimous written resolution of the remaining members of the Trust Board (if applicable) indemnify any Trust Board officer or employee of the Friends of Saint Mary of the Angels Charitable Trust in whole or in part out of the assets of the Friends of Saint Mary of the Angels Charitable Trust if such officer or employee was in their view acting in good faith and in the interests of the Friends of Saint Mary of the Angels Charitable Trust.
24.2
No member of the Trust Board shall be responsible for any loss arising out of the investment of moneys of the Friends of Saint Mary of the Angels Charitable Trust or the administration of its funds unless any such loss shall arise from his own willful default or neglect.
25
DISSOLUTION OF FRIENDS OF SAINT MARY OF THE ANGELS CHARITABLE TRUST

25.1
No resolution for the dissolution of the Friends of Saint Mary of the Angels Charitable Trust shall take effect unless:

25.1.1
it has been passed by a resolution of a three-quarters majority of the Board of the Friends of Saint Mary of the Angels Charitable Trust for the time being present at either the Annual General Meeting of the Friends of Saint Mary of the Angels Charitable Trust or a General Meeting thereof convened for that purpose; and
25.1.2
that resolution has been assented to in writing by the Archbishop.
25.2
Should a resolution for winding up be passed and approved as provided in Rule 25.1 all appropriate steps shall be taken to carry this into effect.
25.3
If upon the winding up of the Friends of Saint Mary of the Angels Charitable Trust there remains, after satisfaction of all debts and liabilities, any property whatsoever the same shall not be paid to or distributed among the members of the Friends of Saint Mary of the Angels Charitable Trust but shall, subject to Section 27 of The Charitable Trusts Act 1957 or any statutory modification or re-enactment thereof be paid to the Roman Catholic Archbishop of the Archdiocese of Wellington to be used solely for the religious educational and charitable works of the Archdiocese of Wellington.
26
AMENDMENT TO CONSTITUTION AND RULES

26.1
No amendments, variations, modifications, revocations or changes shall be made to the Constitution of the Friends of Saint Mary of the Angels Charitable Trust unless the same has first been approved of in writing by the Archbishop.
26.2
Subject to the provisions of paragraph 25.1 of this Rule this Constitution may be amended or varied, if by resolution at a General Meeting of the Friends of Saint Mary of the Angels Charitable Trust especially convened by notice in writing given at least fourteen (14) days prior thereto to consider the question a three-quarters majority of the members of the Friends of Saint Mary of the Angels Charitable Trust present at the meeting passes such resolution provided that no amendment or rescission of the Constitution or Rules shall be made which affects the charitable nature of the Friends of Saint Mary of the Angels Charitable Trust.
26.3
Copies of any amendments or variations made in accordance with paragraph 25.2 of this Rule shall forthwith be delivered to the Registrar of Incorporated Societies to be filed with the Constitution and Rules.
27
PRIMACY OF THE CANON LAW

27.1
The governing law of this Constitution and of the Friends of Saint Mary of the Angels Charitable Trust shall be the Code of Canon Law of the Roman Catholic Church promulgated on the 25th January 1983 or any amendment or code in replacement thereto.
28
INCORPORATION

28.1
The Friends of Saint Mary of the Angels Charitable Trust has been incorporated under and in compliance with the Charitable Trusts Act, 1957.
29
APPLICATION FOR INCORPORATION AND REGISTRATION (1986)

We, the several persons whose names are subscribed hereto, being the members of the abovementioned Friends of Saint Mary of the Angels Charitable Trust, hereby make application for the incorporation of the Friends of Saint Mary of the Angels Charitable Trust under the foregoing Rules, in accordance with the Charitable Trusts Act, 1957.