CERTIFICATE OF INCORPORATION

AUCKLAND ~OUR BRIDGE PATHWAY

2477887
This is to certify that AUCKLAND HARBOUR BRIDGE PATHWAY was incorporated under the Charitable Trusts Act 1957 on the 4th day of May 2010. '.''''-...''''A-

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Registrar of Incorporated Societies 24th day of June 2013

For further details visit www.societies.govt.nz
Certificate printed 24 Jun 2013 11:18:49NZT

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Forms of application for incorporation as a board section 7(3)

Form 1
The ChariJle Trusts Act 1957

APPLICATION FOR INCORPORATION

OF TRUSTEES AS A BOARD

1. We, being trustees for Auckland Harbour Bridge Pathway. hereby apply to be incorporated as a board under the proviSiOr of the Charitable Trusts Act 1957. 2. We desire the name of the Board to be Auckland Harbour Bridge Pathway. 3. The registered office oftbe board is to be ( for service by post) 3'1 ~ SI\- > p~"", ( for sevice by band) .:JQ. ~o cS. Sotl

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ith au tbon.tyl-or f no existing .. . 4 ThiS app lication cation i IS made WI SOCiety,

5. The said society is not itself incorporated. 6. The following documents are attached to this application: Application to establish a charitable trust to be' called Auckland Harbour Bridge Pathway together with a detailed description of the structure and objectives of said trust Dated this~ day of

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2010.

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This deed of Trust is made this By and and and

day:z.~of ~""

2010.

Bevan Gary Reid Woodward

Andrew John Smith Christine Anne Rose Alex Gordon Swney

( the trustees) Provides

. 1. The ~~ees shall hold the ~
o~ $10.qO ( ten dollars) upon trust for the objecti;ves

embodied In the appended constitution of re trust known as Auckland Harbour Bridge Pathway. . .
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2. Following the execution of this deed of trust the trustees shall make application for the incorporation as a board under the Charitable Trusts Act 1957 adopting the said objectives and rules of the board. trustee employed in connection with the trust hereof may be paid all such reasonable remuneration for . or her services as if he or she had been employed in that behalf and had not been :y(i'ustc~
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In the presence of Witness:

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IN THE MATTER of the Charitable Trusts Act 1957

AND

IN THE MATTER of an application for incorporation of a Trust Board to be called the Auckland Harbour Bridge Pathray I Bevan Gary Reid Woodward of sincerely declare :

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1. THAT I am one of the trustees named and appointed in a certain Deed of Trust.constituting Auckland Harbour Bridge Pathway executed the 27dayof 2010.

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2. THAT I ani one of the subscribers of the said Deed of Trust,

3; THAT the Board of Trustees of the said Auckland Harbour Bridge Pathway holds on .trust no cash assets or property of any kind except such as are authorised by the said

recited Deed of Trust.

4. THAT by resolution passed at a special general meeting of the said Board of Trustees . V.f.! on the day of 2010 of which due notice was given to all trustees it was 1\ resolved that the said Trust Board incorporate itself forthwith under the provisions of the

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. Charitable Trusts Act 1957 and of the said recited Deed of Trust. AND I MAKE this solemn declaration conscientiously believing the same to be true and by virtue of the Oaths and Declarations Act 1957.
DECLARED at Auckland by the said

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CONSTITUTION OF AUCKLAND HARBOUR BRIDGE PATHWAY

OBJECTIVES '

1. To provide walking and cycling access across the Auckland Harbour Bridge for the benefit of the public. 2. To support the improvement of walking and cycling in Auckland. 3. To give grants to promote walking and cycling in New Zealand as funding allows. 4. To take such actions as the Board constituted herein consider necessary to further the above aims and objectives.

iDLES 1 Funds and property a The Board may exercise all the powers tbatbodies corporate have (authorised by section 13 of the Charitable Trusts Act 1957) some of which are described below, provided however that in the exercise of those powers the Board shall observe the conditions and limitations described elsewhere in these rules. b To seek donations, subsidies, grants, endowments, gifts, legacies. loans and bequests. c To purchase, sell or lease real or personal property. d To contract with any person, firms. company, government department, local authority, trust or other community based organisation. . e To~employ any person, body or society and to pay reasonable remuneration for such services. f The trustees shall keep an account or accounts at such bank or banks as they shall from time to time determine and cheques shall be drawn and signed and endorsed by such person or persons as the trustees shall fr0f time to time direct. gThetrustees shall cause true accounts ~ be kept in such manner as tbey-thinkfit of all their receipts, credit payments and liabilities and all other matters necessary for showing th.e true state and conditions of their trust. .: . .. . h Nothing herein contained shall preclude any reasonable payment to a Board member or any other person for the services rendered or for goods supplied or by way of interest on monies borrowed from or by way of rent for premises let or leased to the Board by any Board member or any other person. Nothing expressed or implied in this clause shall . permit the activities of the trustees or any business earned on by or on behalf or for the benefit of the trustees to be carried on fot the private pecuniary profit of any individual. i. The Board may. doaU things. as may be:-incidenuir or cOndUctiveto:th.~~ent of . any of the objects 'of the trust or the exerc.se of any of the foregoing powers Within New. Ze8.4md provided that i1,0neofihe ~oregoingobject~ and powers shall be-pursued-or ... exercised in any Way whatSoever that derog8t.e from the charitable nature of the trust or .. conflict with. theconditiQIlS of ~y exemptionfrom tsxation granted by the Department of . Inland Revenue orthe conditions of any subsidy or gram provided by an: . 0 .. '.. . t ..Department. .. . . $. ~ ~EGtSTRIES

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2 Constitution of the Board

a The Board shall consist of not more than five (5) members nor fewer than (2). b The Original Board members shall be the trustees named in the annexed Deed of Trust, c The remaining Board members shall appoint people to fill vacancies in Board membership. d A Board Chairperson and other or substitute trustees shall be appointed by a majority vote of the Board. . e The Board of trustees may remove any trustee by a three quarters vote of the Board called to consider any such removal. . 3 The ProceLungs of the Board

a Subject to the subsequent provisions this clause the Board shall meet for the despatch of business, adjourn and otherwise regulate its meeting as it deems fit. b Questions arising at any meeting shall he decided by a majority of votes. In the case of equality of votes the Chairperson shall have a second or casting vote. c The quorum necessary for the transaction of business of the Board shall be two thirds of the number of appointed board members, rounded up to the nearest whole number. d The Board not withstanding any vacancy but if and so long as their number is reduced below two (2) the continuing member may act as a Board for the purpose of increasing the number of members to that number but for no other purpose whatsoever, e A resolution in writing signed by all the Board members for the time being entitled to receive a notice of a meeting of Board members shall be as valid as if it bad passed at a meeting of Board members duly convened and held. f The financial year of the Board shall end on the 31st day of March in each year. g The Board shall hold its general meeting in August in each year or such other month as the Board may from time to time determine. h A meeting of the Board may be called at any time by direction of the chairperson or of two (2) Board members. i Notice in writing of all meetings of the Board shall be given by the secretary to the Board members after at least seven (7) cUtys prior to the date fixed for the holding of arty meeting.
4 Secretary and Treasurer A secretary and treasurer may be appointed by the Board for such term. at such remuneration and upon such conditions as it thinks fit and any secretary and treasurer so appointed maybe removed by the Board. .
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5 The Seal,

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The secretaryor any other person that the Board nominates shall have the custody of the common seal The common.seal shall not beaffixed to any document except by the .authority of the Board previously given and Shall be so affixed in the presence of two (2) bQard members. who shall affix their signatures to every document sealed.

6 IndemDity. The Board members, secretary, treasurerland any other officers shall be indemnified by

the Board from and against all losses an~ expenses properly incurred by them in or about
. the discharge of their duties.
7 Alterations and Additions to the Rules

These rules may be altered or added to by a majority vote at any meeting of the Board provided however that no rescission, alteration or addition shall be made to these roles that would derogate the charitable nature [Of the trust. 8~ccounts The Board shall ensure that proper booksi of accounts are kept.
. 9 Winding Up .

.In the event of the Board being wound ~ any surplus assets after payment of liabilities
and expenses of winding up shall be given to some other group operating in New Zealand, incorporated or not, having charitable objects similar to the objects of the Board such group to be chosen by the Board on before the time of winding up.

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