TerraNature Trust Deed | 9                       Close window

15.5

(b)

Declaration by resolution of the Trustees of a vacancy in the office of a Trustee who has been declared of unsound mind, or bankrupt by an order of court, or convicted of any offence against the laws of New Zealand for which the Trustee may be imprisoned;

(c)

A resolution to remove any Trustee appointed by the Trustees, made by a majority vote of all the Trustees then in office, at a meeting of the Trustees at which a quorum is present, or by written consent in accordance with clause 16.17;

(d)

A resolution to remove any Trustee appointed by the directors of Terra Nature Fund, made by a majority vote of all of the directors of Terra Nature Fund then in office, at a meeting of the Board of Directors at which a quorum is present, or by written consent in accordance with the Bylaws of Terra Nature Fund;

(e)

An increase of the authorized number of Trustees;

(f)

Failure of the Trustees at any meeting at which any Trustee or Trustees are to be elected, to elect the number of Trustees required to be elected at such meeting.

(g)

Failure of any Trustee to attend meetings of the Trustees as described in clauses 16.3, 16.4 and 16.5, or respond to any action without a meeting by written consent as described in clause 16.17, on six consecutive occasions.

15.6

Resignations:  Except as provided below, any Trustee 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.  If a Trustee's resignation is effective at a later time, the Trustees may elect a successor to take office as of the date when the resignation becomes effective.

15.7

Filling Vacancies:  When there are four or more Trustees in office, vacancies will be filled by a resolution made by a majority vote of the Trustees then in office.

15.8

No Vacancy on Reduction of Number of Trustees:  No reduction of the authorized number of Trustees shall have the effect of removing any Trustee before that Trustee's term of office expires.

15.9

No Trustee may resign if the Trust would be left without a duly elected Trustee or Trustees.

16

PROCEEDINGS OF TRUSTEES

16.1

Place of Meetings:  Meetings of the Trustees shall be held at any place that has been designated by resolution of the Trustees or in the notice of the meeting or, if not designated, at the principal office of the Trust.

Meetings by Telephone:  Any meeting may be held by telephone conference or similar communication equipment, as long as all Trustees participating in the meeting can hear one another.  All such Trustees shall be deemed to be present in person at such a meeting.

16.3

Annual Meeting:  The Trustees shall hold an annual meeting for purposes of organisation, election of Trustees and officers, and transaction of other business at the principal office of the Trust, or another location as determined by the Trustees, at any time during the four months following the end of the Trust's fiscal year on June 30th of each year as determined by the Chair of the Trustees.