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LR05 Gateway Gift Variation of Deed

23 May 2025

 

TITLE OF REMIT:    Gateway Gift Variation of Trust Deed

PROPOSED MOTION

Submitted by*:  LCNZ Council of Synod

BE IT RESOLVED: That Convention of Synod approve the Gateway Gift variation of Trust Deed in full dated 9 May 2025 to effect changes to the Trust Deed to ensure that the Gateway Gift and the Gateway Gift Trust Board can continue to operate according to the wishes of the Synod.

REASONS FOR THE MOTION

  1. The LCNZ Synod is the Protector of the Trust and any changes to the deed must be accepted by the Synod
  2. The LCNZ Bishop is currently ineligible to be a Trustee as he is currently not a member of a New Zealand Lutheran Congregation (he is a member of a Australian Lutheran Congregation). The Bishop of New Zealand is an Appointer and is required to fulfill that role by the Trust Deed.
  3. The LCNZ Council of Synod have put to Convention of Synod 2025 a proposal for the disbanding the Finance Advisory Committee. This change needs to be reflected it the Gateway Gift Trust Deed as the Convenor is an Appointer
  4. There have been changes to a number of legislative requirements in the Income Tax Act and the Trustee Act. These changes have been reflected in the variation.
  5. Technology has changed in the last 15 years and the Gateway Gift Trust Board use many of the available online meeting and signature opportunities afforded by the current technology. The variation updates the Trust Deed to accommodate those.
  6. The LCNZ and LCA constitution of 2013 was changed to move from President to Bishop and Vice-President to Assistant Bishop. These changes are now reflected in this update.
  7. The total number of Trustees required has been reduced from 6 to 5. This reflects the willingness of LCNZ members to stand for election in both the Council of Synod and Gateway Gift and ensure the ability of the Board to operate should there be insufficient members available to take on these roles.

The methodology for making a change to the Trust Deed are as follows:

  1. At the next Gateway Gift Trust Board meeting (or AGM to be held on 13 May 2025), the trustees resolve that the Deed of Variation of Trust be submitted to Synod (the Protector of the trust) to obtain consent to the proposed changes to the Trust Deed.
  2. The Deed of Variation of Trust is submitted to Synod (to be held on 20 – 22 June 2025) to obtain consent to the proposed changes to the Trust Deed (as required by Schedule Three, Part VI, Clauses 1(b) and 2(b) of the Trust Deed).
  3. After Synod, the Chairperson of the Gateway Gift Trust Board (on the request of two or more trustees in writing), or the Bishop of the Lutheran Church of New Zealand, calls a Special General Meeting of the trustees to amend the Trust Deed (see Schedule Three, Part V, Clauses 5 and 6 of the Trust Deed).  Notice must be given at least 14 days before the date of the Special General Meeting (see Schedule Three, Part V, Clause 7 of the Trust Deed (this meeting will be 8 July 2025)).
  4. At the Special General Meeting, the trustees vote to vary the Trust Deed in the form set out in the Deed of Variation of Trust.  A majority of trustees must vote in favour of the resolution to amend the Trust Deed (see Schedule Three, Part VI, Clauses 1(c) and 2(c) of the Trust Deed).  The Deed of Variation of Trust is executed by each trustee signing the Deed of Variation of Trust.  Each trustee’s signature must be witnessed by someone over the age of 18 who is not a party to the Deed (i.e. who is not a trustee).  The Deed of Variation of Trust will be able to be signed by counterpart.
  5. The executed Deed of Variation of Trust is lodged with Charities Services in the prescribed form within 3 months of execution (section 40 of the Charities Act 2005) and with the Registrar of Incorporated Societies (who also administers incorporated trust boards) within 1 month of execution (section 23 of the Charitable Trusts Act 1957).

SUBMITTING BODY DETAILS

This has been approved by the authorised body at a duly held meeting and is confirmed as an accurate and complete version of the agreed proposal.

Submitted by Andrew Mattiske, Chairperson

Date of meeting where approved Tuesday, 13 May 2025

Name of submitting organisation Gateway Gift Trust Board

 

___________________________________________________________________________________________________________________________________

DEED OF VARIATION OF TRUST

 

  

RICHARD PAUL SCHWEDES, of Australia, and WARREN MARK PALTRIDGE, DENNIS ALBERT MOLLET, ANDREW HEATH MARR, PHILLIP JAMES HUSBAND,

[TBA], and [TBA], all of New Zealand, as the trustees of The Gateway Gift (“the Trustees”).

 

BACKGROUND

A    The Trustees are the trustees for the time being of the trust known as The Gateway Gift (“the Trust”) created by deed of trust dated 26 July 2005 (“the Deed of Trust”).

B    Clause 22 of the Deed of Trust provides that the Trustees may amend the Deed of Trust, provided that some clauses (including clause 22) may be amended only with prior approval from
the Commissioner of Inland Revenue that such amendment would not result in the Trust losing its tax exempt status.

C    The Commissioner of Inland Revenue has provided blanket approval for clauses in trust deeds requiring the Commissioner’s approval to be amended to no longer require that approval,
and will no longer provide prior approval on a case-by-case

D    Schedule Three, Part VI, Clauses 1 and 2 of the Deed of Trust provide that the Deed of Trust cannot be amended unless the Convention of the Synod as a decision- making body (“the
Protector”) has consented to the proposed amendment.

E    The Trustees have obtained consent from the Protector to the proposed amendments to the Deed of Trust, and the minutes of the Convention of Synod evidencing such consent is attached to
this Deed.

F    The Trustees wish to amend the terms of the Deed of Trust as set out in this Deed to update the Deed of Trust in the light of changes to income tax and trust legislation since the Trust was
formed, to reflect changes in technology and banking practice since the Trust was formed, and to reflect the current composition of the Board of

 

THIS DEED WITNESSES AS FOLLOWS

1    The Trustees amend the Deed of Trust by deleting the words “section CW 34 and / or section CW 35 of the Income Tax Act 2004” in clause 13 of the Deed of Trust and replacing them with
“section CW 41 and / or section CW 42 of the Income Tax Act 2007”.

2    The Trustees amend the Deed of Trust by inserting the words “, gross negligence” after the word “dishonesty” in each of clauses 17, 18, and 19 of the Deed of Trust.

3   The Trustees amend the Deed of Trust by deleting the words “section CW 34 and / or section CW 35 of the Income Tax Act 2004” where they first appear in clause 22 of the Deed of Trust and
replacing them with “section CW 41 and / or section CW 42 of the Income Tax Act 2007”, and by deleting the words “without prior approval from the Commissioner of Inland Revenue that
such amendment would not result in the Trust losing its exemption from income tax under section CW 34 and / or section CW 35 of the Income Tax Act 2004, or, if such approval is not
forthcoming, by approval of the same by a Court of competent jurisdiction” and replacing them with “if such amendment would not result in the Trust losing its exemption from income tax
under section CW 41 and / or section CW 42 of the Income Tax Act ”.
4   The Trustees amend the Deed of Trust by deleting the words “Trustee Act 1956” in Schedule Two, clause 2 of the Deed of Trust and replacing them with “Trusts Act 2019”.
5   The Trustees amend the Deed of Trust by deleting Schedule Two, clause 18 of the Deed of Trust and replacing it with the following:

   “No Material Influence

  1.  Notwithstanding anything else in this deed, no person who is able to exercise control over the Trust (as described in section CW 42(5) to CW 42(7) of the Income Tax Act 2007) shall, in the carrying on of the business of the Trust, determine (whether directly or indirectly), or materially influence in any way the determination of, the nature or amount of any benefit or advantage (as described in section CW 42(8) of the Income Tax Act 2007) received, gained, achieved, afforded or derived by that person, or the circumstances in which that benefit, advantage or income is to be received, gained, achieved, afforded or derived by that person, provided however that nothing in this clause shall prevent the payment to any such person where:
    (a) the person is exempt from income tax under section CW 41 and / or section CW 42 of the Income Tax Act 2007 and holds that payment exclusively for charitable purposes within New
    Zealand; and
    (b) such payment or provision would not result in the trust losing its exemption from income tax under section CW 41 or section CW 42 of the Income Tax Act 2007.”
  1. The Trustees amend the Deed of Trust by deleting the words “at least six (6) Trustees” in Schedule Three, Part I, clause 1 of the Deed of Trust and replacing them with “at least five (5) Trustees”.
  2. The Trustees amend the Deed of Trust by deleting the words “President” in Schedule Three, Part I, clause 2(a) of the Deed of Trust and replacing it with “Bishop”.
  3. The Trustees amend the Deed of Trust by deleting the words “Vice-President” in Schedule Three, Part I, clause 2(b) of the Deed of Trust and replacing it with “Assistant Bishop”.
  4. The Trustees amend the Deed of Trust by deleting Schedule Three, Part I, clause 2(d) of the Deed of Trust.
  5. The Trustees amend the Deed of Trust by deleting Schedule Three, Part I, clause 4 of the Deed of Trust and replacing it with the following:

“4.   The number of Trustees shall be no less than five (5) and no more than ten (10) and, for the avoidance of doubt, the Appointers are not disqualified from being appointed as Trustees by
virtue of being the Appointers, provided that all Trustees are voting members of the Lutheran Church of New Zealand (or, in the case of the Bishop of the Lutheran Church of New Zealand
or the Bishop having Episcopal oversight of the Lutheran Church of New Zealand, a voting member of either the Lutheran Church of New Zealand or the Lutheran Church of Australia) in
full confirmed membership in any congregation of the Lutheran Church of New Zealand and are in no degree under church discipline.”

  1. The Trustees amend the Deed of Trust by deleting the words “(c) or (d)” in Schedule Three, Part I, clause 6(b) of the Deed of Trust and replacing them with “or (c)”.
  1. The Trustees amend the Deed of Trust by deleting Schedule Three, Part I, clause 6(d) of the Deed of Trust and replacing it with the following:

“(d) Ceases to be in full communicant membership of a congregation of the Lutheran Church of New Zealand (or, in the case of the Bishop of the Lutheran Church of New Zealand or the
Bishop having Episcopal oversight of the Lutheran Church of New Zealand, a full communicant member of a congregation of either the Lutheran Church of New Zealand or the Lutheran
Church of Australia), or being in some degree under church discipline;”

 

13   The Trustees amend the Deed of Trust by deleting the words “at least six (6)” in Schedule Three, Part I, clause 6(e) of the Deed of Trust and replacing them with “at least five (5)”.
14   The Trustees amend the Deed of Trust by deleting the words “less than six (6)” in Schedule Three, Part IV, clause 4 of the Deed of Trust and replacing them with “less than five (5)”.
15   The Trustees amend the Deed of Trust by deleting the words “Any such document sent by a Trustee by telex, telegram or facsimile shall be deemed to have been duly signed by that ” in
Schedule Three, Part IV, clause 6 of the Deed of Trust and replacing them with “Any such document transmitted by a Trustee electronically shall be deemed to have been duly signed by that
Trustee.”.

  1. The Trustees amend the Deed of Trust by deleting Schedule Three, Part IV, clause 7 of the Deed of Trust (but not clauses 7(a) to 7(f)) and replacing it with the following:

“7. The contemporaneous linking together of the Trustees by telephone or other electronic means of communication, such as an online meeting platform (“Electronic Communication”) shall
constitute a meeting of the Trustees and the provisions of this Part that relate to Board meetings shall apply to such meetings provided the following conditions are met:”

  1. The Trustees amend the Deed of Trust by deleting the words “then in New Zealand” in Schedule Three, Part IV, clause 7(a) of the Deed of Trust.
  1. The Trustees amend the Deed of Trust by deleting the words “Any such document sent by a Trustee by telex, telegram or facsimile shall be deemed to have been duly signed by that Trustee.” in Schedule Three, Part V, clause 11 of the Deed of Trust and replacing them with “Any such document transmitted by a Trustee electronically shall be deemed to have been duly signed by that Trustee.”
  1. The Trustees amend the Deed of Trust by deleting Schedule Three, Part V, clause 12 of the Deed of Trust (but not clauses 12(a) to 12(f)) and replacing it with the following:

“12. The contemporaneous linking together of the Trustees by telephone or other electronic means of communication, such as an online meeting platform (“Electronic Communication”)
shall constitute a meeting of the Trustees and the provisions of this Part that relate to General Meetings shall apply to such meetings provided the following conditions are met:”

  1. The Trustees amend the Deed of Trust by deleting the words “then in New Zealand” in Schedule Three, Part V, clause 12(a) of the Deed of Trust.
  2. The Trustees amend the Deed of Trust by deleting the words “Cheques and other negotiable” in Schedule Three, Part VII, clause 4 of the Deed of Trust and replacing them with “Negotiable”.
  3. This Deed may consist of a number of counterparts, either as originals or electronic copies, each of which when executed shall be deemed to be an original and all the counterparts together shall constitute one and the same instrument.

 

IN WITNESS THIS DEED IS DULY EXECUTED

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