TerraNature Trust Deed | 8                       Close window

15

APPOINTMENT, VACANCIES AND RESIGNATION
OF TRUSTEES

15.1

No more than 49 percent of the Trustees at any time may be interested persons.  An interested person is:

(a)

any person compensated by the Trust for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Trustee as Trustee; and

(b)

any brother, sister, ancestor, descendant, spouse, brother-in-law; sister-in-law, daughter-in-law, mother-in-law, or father-in-law of such person.  However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Trust.

15.2

The Chair of the Trustees shall be appointed by the directors of Terra Nature Fund to take effect from September 12th 2000, for a term of five years, and until a successor is elected and qualified.  Thereafter the Chair of the Trustees shall be appointed by the directors of Terra Nature Fund every five years.  The Chair of the Trustees may be reappointed for additional terms.   In the event that the Chair of the Trustees is not present at any meeting of the Trustees, the president shall preside over the meeting; and in the event that the Chair of the Trustees, the president or any vice presidents are not present at any meeting of the Trustees, the Trustees present at that meeting shall elect one of the Trustees as a Chair to preside over that meeting.

15.3

The Original Trustees shall serve a term of no more than three years, which shall expire at the time of an annual meeting.  Original Trustees re-appointed for a second term, or replacements of Original Trustees, shall be elected by majority vote of all the Trustees then in office, and will be given terms of either one, two or three years so that one-third of the Trustees shall be elected at each annual Trustees' meeting.

15.4

During the first three years, Trustees other than the Original Trustees shall be either appointed by the directors of Terra Nature Fund in accordance with clause 13.3, or elected by a majority vote of all the Trustees then in office so that the quota of Terra Nature Fund appointees as stipulated by clause 13.3 is met.  All Trustees other than the Original Trustees shall be appointed for either one, two or three year terms so that one-third of the Trustees shall be elected at each annual meeting of the Trustees.  After the first three years, all Trustee appointments other than the re-appointment of Original Trustees or the replacement of Original Trustees, shall be for three years to hold office until the annual meeting three years later; provided, however, that if any such Trustees are not elected at any annual meeting, they may be elected at a special meeting held for that purpose or by written ballot.  Each such Trustee, including a Trustee elected to fill a vacancy or elected at a special meeting or by written ballot, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.   Trustees may be re-appointed for additional terms.

15.5

Events Causing Vacancy:  A vacancy or vacancies among the Trustees shall exist on the occurrence of the following:

(a)

The death or resignation of any Trustee;