Special General Meeting of the Auckland Astronomical Society

Notice of Special General Meeting

The Auckland Astronomical Society Council have called for a Special General
Meeting to be held at 19:45 on Monday 26 th April at the Stardome Observatory
and Planetarium. This is immediately prior to the 2021 Annual General Meeting.

Special General Meeting Agenda

1. AAS Rule change approval.
The current rule 25 is as follows:

“25. The Council may invest and re-invest the whole or any part of the funds of
the Society which are not required for immediate business in interest-bearing
government or trading bank investments registered with the Reserve Bank of
New Zealand.”

The AAS Council propose replacing this rule as follows:

“25. The Council may invest the funds of the Society which are not required for
immediate business in Government stock or debentures, a community founda-
tion, or trading bank interest-bearing investments, managed investment
schemes, portfolio investment entities, or investments of similar nature, as the
Council may from time to time think fit.”

The reason for this proposal is the low level of return of interest bearing invest-
ments. The society funds can be invested for better returns without incurring
undue risk.

The current AAS rules are available at the link below:
https://cloud.astronomy.org.nz/index.php/s/p3WZNz3mZPqExAP

2. The AAS Assent to the Proposed Auckland Observatory and Plane-
tarium Trust Deed Changes as specified below.

The current Trust Deed specifies that the Auckland Astronomical Society Presi-
dent and Treasurer are ex-officio Trustees of the Auckland Observatory and
Planetarium Trust. The AAS Council requested the AOPTB to prepare an alter-
ation to the Trust Deed granting the Society the power to appoint an alterna-
tive Trustee instead of the AAS Treasurer. The Trust board agreed to this and
have also taken the opportunity to propose some other minor alterations to the
Deed prepared by the law firm Simspon Grierson.

The proposed changes:

The key update implemented by these documents is to clause 3 of the sched-
ule to the Trust Deed – designed to permit AAS to appoint any individual (as op-
posed to the treasurer) as a trustee.
Although SG has not reviewed all of the other details of the schedule, we have
suggested some further changes to the schedule as follows:

1.
Updates to clause 8 of the schedule to refer to current legislation
relating to ineligibility to hold office as a trustee of a trust and to act as an offi-
cer of a registered charity.
2.
Affirming the replacement of clauses 16 and 17 of the schedule,
which were purportedly replaced pursuant to an amendment dated 30 June
2009 filed with the Companies Office (but not filed on the Charities Register).
The purported amendment in 2009 changed the Trust’s balance date to 30
June (which we have put in clause 17) and provided for Trust Board annual
meetings to be held in September each year (see clause 16).
3.
Expanding clause 16 of the schedule to expressly provide for Trust
Board meetings to be held by means of audio or audio and visual communica-
tion. This type of provision is typically included in modern trust deeds to pro-
vide flexibility.
4.
Expanding clause 19 to deal, not only with the use of the Trust
Board’s seal, but also the wider issue of executing deeds and signing/assenting
to contracts etc. The clause is intended to reflect related provisions in s19 of
the Charitable Trusts Act 1957 and the s13 of the Property Law Act 2007, and
should also assist with the issue that we have come across regarding the full
Trust Board not having to sign off/approve the Trust Board’s receipt of dona-
tions.
The proposed wording of clause 3:
(a) the President of the Society for the time being, who shall be a trustee by
virtue of their office in the said Society and shall upon ceasing to hold such of-
fice cease to be a Trustee and shall be succeeded as a Trustee by their succes-
sor.
(b) an individual appointed as a Trustee by the Society (acting in accordance
with the rules of the Society) and notified in writing by the Society to the Trust
Board (and any such Trustee may be removed by the Society in the same man-
ner).

The full proposed Deed of variation is available below:

https://cloud.astronomy.org.nz/index.php/s/J2FraEGZcJNTqDD