TerraNature Trust Deed | 13                       Close window

18.5

There shall be no limit to the term for which a member of the Advisory Council is appointed, except that the Trustees may at a meeting of the Trustees at which a quorum is present, by a majority vote of the Trustees then in office, remove a member of the Advisory Council from office.

18.6

Any member of the Advisory Council may resign by giving written notice to the Chair of the Trustees.  The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective.

19

COMMITTEES OF THE TRUST

19.1

The Trustees, by resolution adopted by a majority of the Trustees then in office, provided a quorum is present, may create one or more committees, each consisting of two or more Trustees and no persons who are not Trustees, to serve at the pleasure of the Trustees.

19.2

Appointments to committees of the Trust shall be by majority vote of the Trustees then in office. The Trustees may appoint one or more alternate members of any such committee, who may replace any absent member at any meeting. Any such committee, to the extent provided in the Trustee's resolution, shall have all the authority of the Trust, except that no committee, regardless of the resolution may:

(a)

Fill vacancies on the Trust or on any committee that has the authority of the Trustees;

(b)

Fix compensation of the Trustees for serving on the Trust or on any committee;

(c)

Amend or repeal this deed or adopt a new deed;

(d)

Amend or repeal any resolution of the Trustees;

(e)

Create any other committees of the Trust or appoint the members of committees of the Trust;

(f)

Expend Trust funds to support a nominee for Trustee after more have been nominated for Trustee than can be elected; or

(g)

Approve contracts or transactions to which the Trust is a party and in which one or more Trustees have a material financial interest.

19.3

Meetings and Actions of Committees:  Meetings and actions of committees of the Trust shall be governed by, held, and taken in accordance with the provisions of this deed concerning meetings and other Trustee actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by Trustee resolution or, if there is none, by resolution of the committee of the Trust. Minutes of each meeting of any committee of the Trust shall be kept and shall be filed with the Trust's records. The Trustees may adopt rules for the government of any committee, provided they are consistent with this deed or, in the absence of rules adopted by the Trustees, the committee may adopt such rules.