Board of Trustees
Extract from the Trust Deed For Fiji Nature Conservation Trust.
Board of Trustees
5. Appointment and Removal of Trustees Board
5.1 The Trustees appointed under the deed are known as the “Board” or “Board of Trustees”.
5.2 The Trustees signing this deed will remain as Trustees until resignation or removal pursuant to the terms of this deed.
Qualification of Trustees
5.3 No person shall be qualified to hold a position as Trustee unless:
(a) he/she is twenty one years of age or over;
(b) he/she is of sound mind;
(c) he/she has not been previously removed as a Trustee under these rules; and
(d) he/she has not been convicted of criminal offence involving dishonesty.
The power of appointment of Trustees shall be vested in the Members acting as a majority, with the endorsement of the existing Trustees.
5.4 The number of Trustees shall not be less than three.
5.5 If the number of Trustees falls below three, the power of appointment must be exercised in accordance with clause 5.6 or, failing exercise of that power, then by the remaining Trustees. Notwithstanding anything to the contrary in this deed, anything done by a Trustee in good faith in respect of these trusts pending the appointment of a new Trustee, is valid.
Appointment of Trustees
5.6 Aside from the Trustees listed in this deed, the power of appointment of Trustees shall be vested in the Members acting as a majority, with the endorsement of the existing Trustees.
Termination and Removal of Trustees
5.7 The term of office of a Trustee shall automatically terminate on the occurrence of one or more of the following events that is to say that the Trustee:
(a) fails to meet any qualifications set out in clause 5.3;
(c) retires under the provisions of the Trustees Act;
(d) retires pursuant to a Court Order;
(e) is removed under the provisions of the Charitable Trusts Act or the Trustees Act;
(f) is absent from the country for a continuous period of 12 months and has not received approval of such leave from the Board;
(g) is, in the reasonable opinion of the Board, unfit to act or is incapable due to mental or physical infirmity;
(h) acts against any Purpose of the Trust;
(i) is declared bankrupt; or
(j) gives three months’ prior written notice to the Board of his/her intention to resign from the Board. Such resignation shall take effect upon expiry of the three month notice period.
6. Duties and Powers of Board of Trustees
Administration of Trust
6.1 The Board of Trustees shall exercise all its powers and duties set out in this deed and administer all Trust Funds subject to the provisions of the Charitable Trusts Act and in accordance with the provisions of this deed and in furtherance of the Mission and Purposes of the Fiji Nature Conservation Trust.
Powers of Board
6.2 All real property, investments and funds of the Trust shall be vested in the Board to be held by, for, and on behalf of the Trust as the Board deems fit in accordance with the Missionand Purposes of the Trust.
6.3 The Board shall have the power on behalf of the Trust to purchase assets, including real property and chattels with funds of the Trust and also to sell, mortgage, charge, lease, exchange or otherwise deal with or dispose of such property subject to the provisions of the Charitable Trusts Act and this deed.
6.4 The Board shall have, in regard to monies received by it, all powers to invest the same and transpose the investments from time to time in accordance with the provisions of this deed to meet the Mission and Purposes and otherwise in accordance with the provisions of the Charitable Trusts Act.
6.5 The Board shall have the final power of veto over any decision of the Management Council and may at any time exercise this power as it sees fit.
6.6 The Board may, at its sole reasonable discretion, remove any member of the Management Council with immediate effect by written notice of such intention to the relevant member of the Management Council.
6.7 The Board may from time to time by unanimous resolution:
(a) Add to, vary or revoke any responsibilities, duties and powers of the Management Council as set out in Schedule 1 to this deed;
(b) Add to, vary or revoke any terms and conditions applying to Members as set out in Schedule 2 to this deed;
(c) declare any new or other trusts or powers or discretions for the Trust Fund; and
(d) add to, vary or revoke all or any of the trusts in this deed or any addition or variation to this deed, provided that such declarations, additions and/or variations are for the advancement of the Mission and/or Purposes of the Trust.
Duties of Board – Accounts
6.8 The Board shall seek financial support through Members’ membership fees, fund raising, sponsorship, donations, project management, research publications and any other legal manner subject to the provisions of the Charitable Trusts Act.
6.9 The Board may, at its sole discretion, request funding from local and international associations for the purpose of implementing its Purposes in accordance with the provisions of the Charitable Trusts Act.
6.10 The Board shall ensure that proper accounts are kept and a properly qualified accountant is appointed by the Management Council who shall prepare a record of all financial matters for each financial year or upon request of the Board.
Duties of Board – Other
6.11 The Board, in addition to custodial and other duties stated above, shall have supervisory and advisory responsibilities to the Management Council.
6.12 The Board shall approve the annual budget of the Trust in writing and no budget may be implemented by the Management Council without such approval from the Board. The Board will approve revised budgets as may be required.
6.13 The Board shall provide guidance to the Management Council.
6.14 The Board shall act as conciliatory and ultimately, decision making body on disputed issues within and/or between the Management Council and the Members.
Decisions of Board
6.15 Unless specifically provided for otherwise, where this deed gives a power, authority or discretion to the Trustees, that power, authority or discretion may be exercised by resolution in writing signed by a majority of the Trustees and recorded in the Trustees’ minutes.
6.16 Where there are more than two Trustees and they are not unanimous in their decision, then the decision of the majority of the Trustees is final.
6.17 The Board shall ensure that it maintains accurate minutes and records of all decisions and resolutions made by it.
6.18 The Trustees’ minutes so maintained are prima facie evidence of the nature and content of all such resolutions.
6.19 The Board shall ensure that the common seal of the Trust is kept in safe custody.
Remuneration of Trustees
6.20 No Trustee shall be paid by virtue of his/her positions as a Trustee.
Appointment of Management Council
6.21 The Board of Trustees shall within three months of the Trust Date appoint the initial members of the Management Council.
Recruitment of Members of Fiji Nature Conservation Trust
6.22 The Board shall, within three months of formation of the Management Council, ensure that the Management Council begins enrolment of members of the Fiji Nature Conservation Trust in accordance with the rules of the Fiji Nature Conservation Trust as set out in Schedule 2 to this deed.
7. Indemnity and Limitation of Trustees’ Liability
7.1 For the purposes of this clause a Trustee includes a former Trustee, additional or substituted Trustee.
7.2 Where the Trustees take or omit any action or incur any liabilities, they do so as Trustees and not in their personal capacities. No person has recourse to any property belonging to any Trustee which does not form part of the Trust Fund.
7.3 No Trustee is liable for any loss incurred by the Trust Fund not attributable to that Trustee’s own fraud, dishonesty, or wilful commission or omission by that Trustee of an act known to be a breach of trust.
7.4 No Trustee shall be bound to take any legal proceedings against any co-Trustee or former Trustee for any breach or alleged breach of trust committed by such person.
7.5 A Trustee is hereby fully and completely indemnified from the Trust Fund for any personal liability which that Trustee may sustain in:
(a) exercising or omitting to exercise any function, duty or power of the Trustee; or
(b) purporting, in good faith, to exercise as Trustee any function, duty or power which is not authorised or which may be a breach of this Trust,
unless such loss or liability is attributable to such Trustee’s fraud or dishonesty.