Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698835070183.pdf (New Zealand)
Arts Centre of Christchurch Trust Bill Private Bill Explanatory note General policy statement The Arts Centre of Christchurch (The Arts Centre) is a collection of historic stone buildings on a site previously occupied by the Uni- versity of Canterbury and 2 of the city’s original secondary schools.

The Arts Centre was the home of the University of Canterbury (pre- viously Canterbury College and Canterbury University College) for more than a century from 1873 to 1974.
The Arts Centre represents one of the most significant clusters of heritage buildings in New Zealand and is considered to be a cultural asset of local, national, and international heritage significance.

The historic stone buildings reflect the distinctive architectural style es- tablished by renowned New Zealand architect Benjamin Woolfield Mountfort.
As well as representing a unique part of the architectural heritage of New Zealand, The Arts Centre reflects the rich history of local education with a strong connection to art and science.

Nobel prize-winning scientist Ernest, Lord Rutherford completed his un- dergraduate degree at Canterbury College and carried out most of his groundbreaking research at this site.
The Arts Centre is currently held on trust for exclusively charitable objects under the terms of The Arts Centre of Christchurch Trust (the trust) which were first set out in its original deed of trust dated 220—1 2 Arts Centre of Christchurch Trust Bill Explanatory note 31 December 1978.
The trust was established as a charitable trust to provide a cultural centre for the people of Christchurch and elsewhere in New Zealand and for the preservation of the architectural character and integrity of the historic stone buildings on the site.

The original deed of trust has been the subject of a number of amendments since 1978.

The trust is governed by The Arts Centre of Christchurch Trust Board (the trust board) which is incorporated under the Charitable Trusts Act 1957.
In 2010 and 2011, the Canterbury region was struck by a series of devastating earthquakes.

The Arts Centre, and in particular its his- toric stone buildings, suffered significant damage.

Twenty-two of 23 buildings at The Arts Centre were closed to the public pending a major restoration effort.

Due to the damage sustained from the earth- quakes an extensive 7-year $290 million restoration programme is now underway at The Arts Centre.
This represents the largest her- itage restoration project currently being undertaken in the world.

This Bill reflects the local, national, and international heritage sig- nificance of The Arts Centre.

It is intended to provide legal founda- tions for the trust board to continue to be able to respond to, and re- cover from, the impact of the earthquakes.
It is also appropriate for the governance structure to be adapted to account for changed cir- cumstances and also to better secure the protection of this important cultural asset into the future.

Specifying the trust’s objects in legislation The Bill sets out the trust’s current objects in legislation, with the consequence that they can only be changed by amendment to the legislation.
The objects of the trust as set out in the legislation would also be clearly distinguished from the powers of the trust board to advance those objects.
The trust board considers that it is important to enshrine the trust’s objects in legislation in this way— (a) because of the local, national, and international heritage sig- nificance of The Arts Centre and its historic stone buildings; and Explanatory note Arts Centre of Christchurch Trust Bill 3 (b) (c) because of the importance of the trust’s objects in relation to ensuring that The Arts Centre continues as a cultural centre for the people of Christchurch and visitors to Christchurch; and so that the heritage integrity of The Arts Centre and its historic stone buildings is preserved.
Changes to governance arrangements and other terms of the trust The Bill also sets out new governance arrangements for the trust board, and in particular provides for a skills-based trust board ap- pointed by an appointments committee, and it consolidates and mod- ernises other aspects of the terms of the trust.

It also provides that if the trust were to be wound up, the trust property would vest in the Crown on an interim basis.
The Crown would then be required to establish a new entity for objects that are the same as, or as close as possible to, the objects of the trust and transfer the trust property to the new entity.
Many of the proposed changes to the terms of the trust under the Bill, including setting out the trust’s objects so that the objects are clearly distinguished from the powers conferred on the trust board to advance those objects, providing for a skills-based trust board ap- pointed by an appointments committee and various related changes (such as providing for trustees to be remunerated), and prescribing new arrangements in relation to winding up the trust, would almost certainly require the trust board to apply to the High Court (under the Charitable Trusts Act 1957, the Trustee Act 1956, or otherwise).
The trust board would need to obtain from the Court confirmation that the trust board has the power to effect such changes and approval of a scheme to effect the changes.

The outcome of such proceedings would be uncertain.

The proceedings would also be time-consuming and costly.

In these circumstances, the trust board considers that legislation is the most efficient, effective, and expedient way to revise the terms of the trust.
Prior to the drafting of this Bill, the trust board has undertaken wide- ranging consultation with key external stakeholders, including the University of Canterbury, the Christchurch City Council, Heritage New Zealand Pouhere Taonga, the Christchurch Civic Trust and Pa- 4 Arts Centre of Christchurch Trust Bill Explanatory note patipu Rūnanga of Canterbury, about the nature and effect of the pro- posed changes.
These stakeholders are supportive in principle of the proposed changes, including the move to a skills-based trust board.

Clause by clause analysis The Preamble describes the background to the Bill.

Clause 1 is the Title clause.

Clause 2 provides that the Bill comes into force 28 days after the date on which it receives the Royal assent.

Part 1 Preliminary provisions (b) Clause 3 states the purpose of the Bill.
This is to— (a) set out the objects of the trust and the powers of the trust board to advance those objects in an Act; and provide for other terms of the trust relating to its governance and administration to be replaced by the constitution set out in Schedule 2 in order to— (i) update and modernise the governance arrangements of the trust board; and consolidate and revise other aspects of the governance and administration of the trust; and (ii) (c) provide on the winding up of the trust for the disposal of the trust property to the Crown as an interim measure pending the establishment of a new entity.
Clause 4 defines certain terms used in the Bill.

Part 2 Objects of trust and other matters Clause 5 sets out the objects of the trust, which are the current objects of the trust as set out in its trust deed (but excluding provisions of the trust deed described as objects that are in the nature of powers conferred on the trust board, rather than objects of the trust).

These objects can only be changed by Parliament.


Clause 6 provides that the constitution of the trust board is set out in Schedule 2 and that the trust board may request that the constitution Explanatory note Arts Centre of Christchurch Trust Bill 5 be amended by Order in Council, provided that any amendment must not be inconsistent with the objects set out in clause 5.

Clause 7 sets out the general and specific powers of the trust board to advance the trust’s objects as set out in clause 5.
Clause 8 provides that if the trust board considers it is impossible, impracticable, or inexpedient for the board to carry out the trust’s objects as set out in clause 5, the trust board may, by unanimous resolution of all the trustees, determine to wind up the trust.

The trust property would then vest in the Crown, as an interim measure.
The Crown would then be required to provide for the establishment of a new entity for the objects set out in clause 5, or for charitable objects that are as close as possible to those objects, and the trust property would be transferred to the new entity.
This is a change from the current arrangements where, if the trust board in its sole and unfettered discretion decided that the objects of the trusts are incapable of fulfilment or that it is impossible or impracticable, or inexpedient to carry them out, then the trust board may apply its assets for such charitable or educational purposes as it may think fit.

Clause 9 clarifies the relationship between this Bill and the Charitable Trusts Act 1957.
Parts 3 and 4 of the Charitable Trusts Act 1957 do not apply to the trust or the trust board, but in all other respects the Charitable Trusts Act 1957 continues to apply, with all necessary modifications.

Clause 10 sets out provisions relating to the transition from the terms of the trust set out in the trust deed to the Bill, including arrangements in relation to the implementation of the new provisions under the con- stitution for a skills-based trust board appointed by an appointments committee.
Schedule 1 sets out the land holdings that comprise The Arts Centre site.

Schedule 2 sets out the constitution of the trust board.

It is a consoli- dation of the terms of the trust relating to the governance and admin- istration of the trust set out in the current trust deed (which is a col- lection of documents) but incorporates various changes that are in- 6 Arts Centre of Christchurch Trust Bill Explanatory note tended to modernise the governance arrangements for the trust board.
The key changes are— • new provisions in clauses 1 to 4 dealing with the appointment and vacation of office of board members.

The trust board will consist of 7 to 9 members appointed by the trust board based on recommendations from an appointments committee.
The trust board will be a skills-based board, which means that board members will be appointed who have skills and attributes that enable them to contribute to the advancement of the objects of the trust: Certain organisations and persons will be notified when a va- cancy arises on the trust board.
This shall include the Univer- sity of Canterbury, the Christchurch City Council, Heritage New Zealand Pouhere Taonga, the Christchurch Civic Trust, Papatipu Rūnanga of Canterbury, the Minister for Arts, Cul- ture and Heritage, and such other local, business, and com- munity organisations who have an interest in The Arts Cen- tre.

These organisations and the Minister may each nominate a person to be considered for that vacancy.

The chief executive must also publicly advertise the vacancy.
The appointments committee will compile a shortlist of applicants and nominees, and provide the shortlist and any recommendations to the trust board: revised provisions relating to the proceedings of the trust board in clause 5, including a new requirement for the board to hold an annual public meeting.
The clauses dealing with the quo- rum and voting have also been amended: revised provisions dealing with the accounts of the trust board in clause 6: a new clause (clause 7) that provides for the appointment of the trust’s chief executive and other staff: a simplification of the provisions dealing with the appointment of committees and delegations to committees in clause 8: revised provisions dealing with the common seal in clause 9: a new clause (clause 10(a)) providing that the board members will not be liable for any loss to the trust arising from any act or omission of the member or any members unless it is at- tributable to that member’s own dishonesty or lack of good • • • • • • Explanatory note Arts Centre of Christchurch Trust Bill 7 • • faith, or wilful conduct by that member that is known by that member to be a breach of trust, or recklessness or gross negli- gence on the part of that member: new clauses (clauses 10(b) and (c)) providing that each board member may be indemnified by the trust against all actions, proceedings, claims, damages, losses, demands, costs (includ- ing legal costs), and expenses suffered by or incurred by that member in connection with the trust.
However, this indem- nity does not grant the board member any indemnity against the trust property in respect of liability to the extent that liabil- ity is attributable to that member’s own dishonesty or lack of good faith, or wilful conduct by that member that is known by that member to be a breach of trust, or recklessness or gross negligence on the part of that member: a new clause (clause 11) providing for the remuneration of board members.
The remuneration will be set in accordance with independent external criteria having regard to a member’s duties and responsibilities and the services provided.

There is a requirement that the amount of the remuneration must not exceed fair market value for the services provided.
There is also a new provision allowing for any board member en- gaged in any profession, business, or trade to be paid all usual pro- fessional, business, and trade charges for services requested by the trust board that are provided by that member or by that member’s em- ployee or partner.
Any board member who is not engaged in any pro- fession, business, or trade may be paid all usual professional, busi- ness, and trade charges for acts or services requested by the trust board that are provided by that member’s employee or partner that the member could have done or provided personally.

Members will also be entitled to be reimbursed for expenses properly incurred.
Nicky Wagner Arts Centre of Christchurch Trust Bill Private Bill Contents Preamble Title Commencement Purpose Interpretation Part 1 Preliminary provisions Part 2 Objects of trust and other matters Objects of trust Constitution of trust board Powers of trust board Dissolution and disposal of trust property Application of Charitable Trusts Act 1957 Transitional provisions Schedule 1 Land comprising The Arts Centre site Schedule 2 Constitution of the Arts Centre of Christchurch Trust Board 220—1 Page 2 3 3 4 4 5 6 6 7 8 8 10 11 1 Preamble Arts Centre of Christchurch Trust Bill 5 10 Preamble The Arts Centre, in particular its collection of historic stone buildings, is a cultural asset of local, national, and international heritage significance situated in the heart of Christchurch: The Arts Centre was previously occupied by 2 of the city’s original secondary schools and was the home of the Univer- sity of Canterbury (previously Canterbury College and Can- terbury University College) for more than a century from 1873 to 1974: By deed of trust dated 31 December 1978, Albert Demp- ster Brownlie, Malcolm Douglass, Peter Douglas Dunbar, Richard William John Harrington, Graham Monteith Miller, Noel Robert Searell, and Thomas John Taylor formed a charitable trust (The Arts Centre of Christchurch Trust) to 15 provide for a cultural centre for the people of Christchurch and elsewhere in New Zealand on the site formerly occupied by the University of Canterbury, and for the preservation of the
 architectural character and integrity of the historic stone buildings presently on that site: Since 1978, the trust board has amended the deed of trust on a number of occasions: The trust is governed by The Arts Centre of Christchurch Trust Board (the trust board), a board of trustees incorpor- ated under the Charitable Trusts Act 1957: In 2010 and 2011, the Canterbury region was struck by a series of devastating earthquakes, and the buildings at The Arts Cen- tre suffered significant damage.
A multi-million dollar restora- tion programme is now underway: In light of the earthquakes and the challenges faced by the trust 30 board in relation to the restoration programme and securing the ongoing advancement of the trust’s objects, the trust board considers that it is necessary to set out the objects of the trust in an Act.
The trust board considers that setting out the trust’s ob- jects in an Act, so that the trust’s objects can only be amended 35 by legislation, recognises the local, national, and international heritage significance of The Arts Centre and its historic stone buildings and the importance of the trust’s objects in relation 25 20 (1) (2) (3) (4) (5) (6) (7) 2 (8) (9) Arts Centre of Christchurch Trust Bill cl 2 to ensuring that The Arts Centre continues as a cultural centre for the people of Christchurch and visitors to Christchurch and that the heritage integrity of The Arts Centre and its historic stone buildings is preserved.
Legislation is the only means to achieve this objective: In addition, legislation is the preferred method to— (a) 5 clearly distinguish the objects of the trust and the powers conferred on the trust board to advance those objects; and update and modernise the governance arrangements of 10 the trust board, and consolidate and revise other aspects of the governance and administration of the trust; and provide on the winding up of the trust for the disposal of the trust property to the Crown as an interim measure pending the establishment of a new entity: 15 (b) (c) Changes of the nature proposed in recital (8) to the terms of the trust as currently set out in its trust deed would almost certainly require the trust board to apply to the High Court (under the Charitable Trusts Act 1957, the Trustee Act 1956, or otherwise) for confirmation that the trust board has the power 20 to effect such changes under the trust deed and approval of a scheme to effect the changes.
The outcome of such pro- ceedings would be uncertain.

Such proceedings would also be time-consuming and costly: (10) Accordingly, the trust board considers that legislation is the 25 most efficient, effective, and expedient way to achieve the matters specified in recital (8): The Parliament of New Zealand therefore enacts as follows: 1 2 Title This Act is the Arts Centre of Christchurch Trust Act 2014.

30 Commencement This Act comes into force 28 days after the date on which it receives the Royal assent.
3 Part 1 cl 3 Arts Centre of Christchurch Trust Bill Part 1 Preliminary provisions Purpose The purpose of this Act is to— (a) (b) (c) set out the objects of the trust and the powers of the trust 5 board to advance those objects in an Act; and provide for other terms of the trust relating to its gov- ernance and administration to be replaced by the con- stitution set out in Schedule 2 in order to— (i) update and modernise the governance arrange- 10 ments of the trust board; and consolidate and revise other aspects of the gov- ernance and administration of the trust; and provide on the winding up of the trust for the disposal of the trust property to the Crown as an interim measure 15 pending the establishment of a new entity.
(ii) Interpretation In this Act, unless the context otherwise requires,— appointments committee means the committee appointed by the trust board in accordance with clause 4 of the constitution 20 commencement date means the date described in section 2 constitution means the constitution setting out the terms of the trust relating to the governance and administration of the trust, as set out in Schedule 2 implementation date means the date that is 6 months after the 25 commencement date The Arts Centre— (a) means the site bounded by Worcester Boulevard, Rolle- ston Avenue, Hereford Street, and Montreal Street, all in Christchurch; and includes the land described in Schedule 1 and the his- toric stone buildings situated on the site (b) 30 trust means the charitable trust established in respect of The Arts Centre, known as The Arts Centre of Christchurch Trust, previously subject to the terms set out in the trust deed and 35 now subject to the terms set out in this Act, including the con- stitution 3 4 4 Arts Centre of Christchurch Trust Bill Part 2 cl 5 trust board or board means The Arts Centre of Christchurch Trust Board, a board incorporated under the Charitable Trusts Act 1957 trust deed— (a) means the deed of trust dated 31 December 1978 be- 5 tween Albert Dempster Brownlie, Malcolm Douglass, Peter Douglas Dunbar, Richard William John Harring- ton, Graham Monteith Miller, Noel Robert Searell, and Thomas John Taylor to form a charitable trust to provide for a cultural centre for the people of Christchurch and 10 elsewhere in New Zealand on the site formerly occu- pied by the University of Canterbury, and for the preser- vation of the architectural character and integrity of the historic stone buildings presently on that site; and includes all amendments validly made to the deed of 15 trust since that date (b) trust property means— (a) (b) The Arts Centre; and all other real and personal property held by the trust board, being any property vested in the trust board at 20 any time before or after the date on which this Act comes into force.
Part 2 Objects of trust and other matters Objects of trust Despite anything in the constitution, the trust board holds the trust property for the following objects: (a) holding and developing The Arts Centre site and build- ings in trust as a unique and outstanding cultural centre for use by the people of Christchurch and its visitors: fostering, promoting, and facilitating interest and in- volvement in art, culture, creativity, the creative indus- tries, and education: providing accommodation for the objects stated in paragraphs (a) and (b): promoting, conserving, and maintaining the heritage in- tegrity of the land and buildings of The Arts Centre and (b) (c) (d) 25 30 35 5 5 Part 2 cl 6 Arts Centre of Christchurch Trust Bill to that end adopting, and from time to time amending or varying, a conservation plan in accordance with ac- cepted conservation principles and in terms approved by the trust board.
6 (1) (2) Constitution of trust board The constitution of the trust board is set out in Schedule 2.

Subject to subsection (3), at the request of the trust board, the Governor-General may, by Order in Council, amend the constitution in Schedule 2.

5 (3) Any amendment of the constitution must not be inconsistent 10 with the objects of the trust as set out in section 5.
7 (1) Powers of trust board In order to advance the objects of the trust as set out in section 5, and to develop and maintain a sustainable and financially viable organisation with the means to advance those objects, 15 the trust board has, in addition to the powers conferred on the trust board by law,— (a) full capacity to carry on or undertake any activity, do any act, or enter into any transaction; and for the purposes of paragraph (a), full rights, powers, 20 and privileges.
(b) (2) Without in any way limiting the powers of the trust board the powers of the trust board in- under subsection (1), clude,— (a) to acquire further real and personal property whatsoever 25 and wheresoever by way of gift, purchase, or otherwise and sell the same; and to let or lease any land or buildings on such terms and conditions as the board may think fit; and to construct, alter, pull down and re-erect, improve, 30 maintain, and provide any buildings required for the general purposes of the board and provide those build- ings with such services and other amenities as are thought desirable; and to employ such staff upon such terms and conditions as 35 the board shall think fit, including appointing a person to be the chief executive of The Arts Centre for the (b) (c) (d) 6 Arts Centre of Christchurch Trust Bill Part 2 cl 8 (e) (f) (g) purpose of managing its affairs upon such remuneration and other terms as it determines; and to borrow money whether by way of unsecured advance or by mortgage, debenture or any form of security or acknowledgement of debt whatsoever whether or not 5 the same creates any charge upon the property of the board and otherwise upon such terms or conditions as the board may in its absolute discretion deem fit; and to accept subscriptions or donations from any person; and to do all things as may from time to time appear neces- sary or desirable to the board to give effect to and attain the objects of the trust as set out in section 5, includ- ing all things incidental or conducive to the attainment of any of those objects.
10 15 Dissolution and disposal of trust property 8 (1) Despite anything in this Act, including the constitution, if the trust board considers it is impossible, impracticable, or inex- pedient for the trust board to carry out the objects of the trust as set out in section 5,— (a) 20 (b) the trust board may, by unanimous resolution of all the members of the trust board, decide to wind up the trust; and if the trust board decides to wind up the trust under paragraph (a), it must, as soon as is reasonably prac- 25 ticable, transfer the trust property to the Crown, pro- vided that prior to such transfer all debts and liabilities of the trust board in relation to the trust must be met out of the trust property or arrangements made for any debts or liabilities that have not been met to be assumed 30 by the Crown or the new entity referred to in subsec- tion (2)(c) or otherwise dealt with.
(2) If the trust board decides to wind up the trust under subsec- tion (1)(a),— (a) the Crown must accept the transfer of the trust property 35 from the trust board under subsection (1)(b); and the Crown must hold the trust property for the objects set out in section 5, or for charitable objects that are as (b) 7 Part 2 cl 9 Arts Centre of Christchurch Trust Bill (c) close as possible to those objects, as determined by the Crown; and the Crown must, as soon as is reasonably practicable, following completion of the transfer of the trust prop- erty from the trust board to the Crown,— (i) provide for the establishment of a new entity to hold the trust property for the objects referred to in paragraph (b) and, if applicable, to assume any related debts and liabilities; and transfer the trust property (and, if applicable, any 10 related debts and liabilities) to the new entity.
(ii) 5 9 (1) (2) Application of Charitable Trusts Act 1957 Subject to subsection (2), the provisions of the Charitable Trusts Act 1957 continue to apply, with all necessary modi- fications, to the trust and to the trust board.

Parts 3 and 4 of the Charitable Trusts Act 1957 do not apply to the trust or to the trust board.

15 Transitional provisions 10 (1) On and from the commencement date, the terms of the trust set out in the trust deed are replaced by this Act, including the 20 constitution.
(2) Despite subsection (1), on and from the commencement date— (a) (b) the trust board constituted under the trust deed and the members of that trust board as at the commencement 25 date are entitled to continue to act in respect of the trust in accordance with this Act, as if that trust board had been constituted and the members appointed under this Act; and the chief executive of The Arts Centre appointed by the 30 trust board under the trust deed as at the commencement date is deemed to be the first chief executive under this Act.
(3) As soon as practicable after the commencement date,— (a) the trust board must form an appointments committee 35 in accordance with clause 4 of the constitution; and 8 Arts Centre of Christchurch Trust Bill Part 2 cl 10 (b) (c) (d) the chief executive and the appointments committee must act under clause 1(c) to (i) of the constitution in respect of all of the positions on the trust board; and the trust board must appoint the members of the board in accordance with clause 1(i) of the constitution; and 5 clause 1 of the constitution applies with all necessary modifications.
(5) (4) Members of the trust board on the commencement date cease to hold office at the end of the day before the implementation date.

The terms of office of the first members appointed under sub- section (3)(c) begin on the implementation date.

From the implementation date, the trust board will be consti- tuted in accordance with clause 1 of the constitution.
(6) 10 (7) Despite clause 5(b) of the constitution, from the implementa- 15 tion date until the next annual general meeting, the trust board must elect a chair and a deputy chair who hold office until the next annual general meeting.
9 Schedule 1 Arts Centre of Christchurch Trust Bill Schedule 1 Land comprising The Arts Centre site 1.4572 hectares being Lot 1 on Deposited Plan 435041 and being the land comprised in computer freehold register 531681 390 m2 being Lot 2 on Deposited Plan 435041 and being the land 5 comprised in computer freehold register 531682 1619 m2 being Lot 3 on Deposited Plan 435041 and being the land comprised in computer freehold register 531683 2112 m2 being Lot 4 on Deposited Plan 435041 and being the land comprised in computer freehold register 531684 677 m2 being Lot 5 on Deposited Plan 435041 and being the land comprised in computer freehold register 531685 3195 m2 being Lot 6 on Deposited Plan 435041 and being the land comprised in computer freehold register 531686 10 10 Arts Centre of Christchurch Trust Bill Schedule 2 Schedule 2 Constitution of the Arts Centre of Christchurch Trust Board 1 Membership of trust board and appointments (a) The trust board must consist of not fewer than 7 nor 5 more than 9 members.
The members of the trust board are appointed as de- scribed in this clause.

As soon as practicable after the chief executive becomes aware that a position on the trust board has become 10 vacant, the chief executive must comply with para- graphs (d) to (f).
The chief executive must advise, in writing,— (i) (b) (c) (d) the University of Canterbury, that a vacancy has arisen on the trust board and that the university 15 may nominate a person to be considered for that vacancy; and the Christchurch City Council, Heritage New Zealand Pouhere Taonga, the Christchurch Civic Trust, Papatipu Rūnanga of Canterbury, and 20 such other local, business, and community or- ganisations with an interest in The Arts Centre, that a vacancy has arisen on the trust board and that they are each able to nominate a person to be considered for that vacancy; and the Minister for Arts, Culture and Heritage, that a vacancy has arisen on the trust board and that he or she is able to nominate a person to be con- sidered for that vacancy.
25 (ii) (iii) (e) (f) The chief executive must publicly advertise that a va- 30 cancy has arisen on the trust board and that any person may apply to be considered for that vacancy.
In any advice or advertisement under paragraphs (d) and (e) respectively, the chief executive must specify— (i) the date by which all nominations and applica- 35 tions must be received; and 11 Schedule 2 Arts Centre of Christchurch Trust Bill (ii) that all nominations and applications will be as- sessed by the appointments committee of the trust board.
(g) On receiving the nominations and applications, the ap- (h) (i) (j) pointments committee must compile a shortlist of po- 5 tential board members (the shortlist) to be provided to the board together with any recommendations.
The appointments committee must have regard to the following criteria when compiling a shortlist: (i) prior experience as a director or trustee or experi- 10 ence in any other governance role; and occupational skills, abilities, and experience; and the need for there to be diversity of community representation and a wide range of skills and ex- pertise present among the members of the board.
15 (ii) (iii) The appointments committee may use any process it thinks fit to compile the shortlist and to make recom- mendations for appointment.

On receiving the shortlist and any recommendations, the trust board must determine to fill the vacancy from 20 the shortlist and appoint a person as member of the board.
(k) Where the chief executive becomes aware that more than 1 position on the trust board has become vacant at the same time,— (i) the chief executive and the trust board must deal with those vacancies together; and the provisions of this clause apply with any ne- cessary modifications.

(ii) 25 30 Term of appointments (a) A person appointed as a member of the trust board holds office for the term specified in the instrument of appoint- ment which term must not be less than 1 year and not more than 3 years.
The trust board may reappoint a person as a member of 35 the board for a further term or terms provided that no (b) 2 12 Arts Centre of Christchurch Trust Bill Schedule 2 (c) person may serve as a member of the board for more than 6 years, whether consecutively or not.

Paragraph (b) is subject to the exception that an ex- tension of 1 year is permissible in exceptional circum- stances.
5 3 Vacation of office and disqualification (a) The office of a member of the trust board is vacated— (i) if the member— resigns; or (A) dies; or (B) is, under paragraph (c), not capable of (C) holding office as a member of the board; or refuses to act; or is absent without leave from three con- secutive ordinary meetings of the board; or 15 (D) (E) 10 (ii) if the term of the appointment of the member expires.
(b) Each of the following persons is not capable of being appointed or reappointed, or holding office as a member of the trust board: (i) 20 a bankrupt who has not obtained a final order of discharge, or whose order of discharge has been suspended for a term that has not yet expired, or is subject to a condition not yet fulfilled: a person who has been convicted within the last 25 3 years of a criminal offence punishable by im- prisonment: a person to whom an order made under section 383 of the Companies Act 1993 applies: a person who is subject to a property order made 30 under section 30 or 31 of the Protection of Per- sonal and Property Rights Act 1988.
(ii) (iii) (iv) (c) If a property order is made in respect of a member of the board under section 30 of the Protection of Personal and Property Rights Act 1988 (which relates to temporary 35 orders),— 13 Schedule 2 Arts Centre of Christchurch Trust Bill (i) paragraph (a)(iii) does not apply to the member by virtue only of the making of that order; but (ii) while the order remains in force, the member is deemed to have been granted leave of absence and is not capable of acting as a member during 5 that period.
(d) Subject to the requirement of a quorum, no vacancy in the office of a board member vitiates or renders invalid any proceedings, resolutions, or decisions of the trust board.

Appointments committee (a) (b) The trust board appoints the appointments committee.

The appointments committee comprises— the chair of the trust board; and (i) 3 other persons as follows: (ii) (A) (B) 1 person being a board member: 2 persons being suitably qualified inde- pendent advisers.
10 15 (c) Clause 3(b) applies with respect to any person who is a member of the appointments committee.

20 Proceedings of the trust board (a) The trust board may meet at such times and places as it determines, but it must, once in each calendar year, hold an annual general meeting.
(b) At each annual general meeting, unless the trust board 25 otherwise determines, the board must elect a chair and deputy chair from among its members, and each of the persons so elected holds office until his or her successor is elected.

The trust board must, once in each calendar year, hold 30 an annual public meeting, and at each annual public meeting the board must present its annual report and make a copy of its current strategic plan available to the general public.
(c) 4 5 14 Arts Centre of Christchurch Trust Bill Schedule 2 (d) (e) (f) (g) The chair presides at all meetings of the trust board at which the chair is present.

In the absence of the chair from any meeting, the deputy chair presides at that meeting.

In the absence of both the chair and deputy chair from any meeting, the members present must ap- 5 point one of their number to preside at that meeting.

A trust board meeting will only be held if a quorum is present.
A quorum at a meeting of the trust board will be established only if the number of board members in attendance exceeds 50% of the total number of board 10 members.

All questions before the trust board must be decided by a majority of votes of the members present at the meet- ing of the board and entitled to vote on those questions.
Subject to paragraphs (a) to (f), the trust board gov- 15 erns its own procedures and may make and alter the rules as to its procedures, including fixing the periods of notice to be given for meetings of the board and com- mittees and of resolutions to be proposed at such meet- ings.

All such rules are binding on the members of the 20 trust board and its officers and employees.
(h) Unless the trust board otherwise requires, the chief ex- ecutive must attend each meeting of the board and of such committees as the board directs.

6 Accounts (a) 25 (b) (c) (d) The trust board must keep full and correct accounts of all money received and expended by it.

The accounts must be audited by a chartered accountant in public practice who must be appointed by the trust board for that purpose.

The financial year of the trust board is the period of 12 months ending on 31 December.
The trust board must, as soon as practicable after the end of its financial year, prepare a full and complete state- ment of its income and expenditure for that financial 35 year, together with a balance sheet showing all the as- sets and liabilities of the board as at 31 December.
30 15 Schedule 2 Arts Centre of Christchurch Trust Bill Appointment of chief executive and other personnel (a) The trust board must appoint a person to be the chief ex- ecutive of The Arts Centre for the purpose of managing its affairs, upon such remuneration and other terms as the trust board determines.

The trust board may employ any other staff upon such terms and conditions that the trust board thinks fit.
(b) 5 Power to appoint committees and delegations (a) The trust board may from time to time appoint any com- mittee.

The trust board may also discharge a committee 10 or alter a committee’s membership.

(b) A person may be appointed to be a member of a com- (c) mittee despite not being a member of the trust board.

The trust board may, by resolution, delegate any of its powers and duties to any committee or to any person.
15 (e) (d) Any committee or person may exercise or perform any power or duty delegated to it under this clause in the same manner as if it were the trust board.

Any committee or person purporting to act in accord- ance with a delegation is presumed to be doing so in the 20 absence of proof to the contrary.

A delegation does not prevent the trust board from per- forming the delegated duty or exercising the delegated power.

(f) (g) A delegation is revocable at will.


(h) A delegation continues in force according to its tenor 25 until it is revoked.

Common seal (a) (b) (c) The common seal of the trust board must be kept in the custody of such officer as is appointed by the board.

The common seal may be used only as directed by the trust board.

The common seal may be affixed to any document only in the presence of 2 members of the trust board who must attest its affixation.
30 35 7 8 9 16 10 11 Arts Centre of Christchurch Trust Bill Schedule 2 Liability and indemnification of board members (a) No board member (including any former member) act- ing under this Act and this constitution is liable for any loss to the trust arising from any act or omission of the member or any members unless it is attributable to that 5 member’s own dishonesty or lack of good faith, or wil- ful conduct by that member which is known by that member to be a breach of trust, or recklessness or gross negligence on the part of that member.
Each board member (including any former member) 10 acting under this Act and this constitution is entitled to be indemnified by the trust against all actions, proceed- ings, claims, damages, losses, demands, costs (includ- ing legal costs), and expenses suffered by or incurred by that member in connection with the trust.
Paragraph (b) does not grant the board member any indemnity against the trust property in respect of liabil- ity to the extent that liability is attributable to that mem- ber’s own dishonesty or lack of good faith, or wilful conduct by that member that is known by that member 20 to be a breach of trust, or recklessness or gross negli- gence on the part of that member.
15 Remuneration of board members (a) A board member may be remunerated for services pro- vided as a member, provided that such remuneration is 25 reasonable and set in accordance with independent ex- ternal criteria having regard to that member’s duties and responsibilities and the services provided.

The amount of the remuneration must not exceed fair market value for the services provided.
Any board member who is engaged in any profession, business, or trade may be paid all usual professional, business, and trade charges for services requested by the trust board that are provided by that member or by that member’s employee or partner.
35 30 (d) Any board member who is not engaged in any profes- sion, business, or trade may be paid all usual profes- 17 (b) (c) (b) (c) Schedule 2 Arts Centre of Christchurch Trust Bill sional, business, and trade charges for acts or services requested by the trust board that are provided by that member’s employee or partner that the member could have done or provided personally.
A member is entitled to be reimbursed for expenses 5 properly incurred by the member in connection with the trust, including travel and other expenses.

(e) 12 Published under the authority of the House of Representatives—2014 Wellington, New Zealand: 18