Deed

1. TE INGOA / NAME

The name of the Trust is Health and Support One-on-One Therapy and Rehabilitation (the “Trust”).
The Trust may operate under the trading name Health and Support. The trading name does not affect the Trust’s legal name or liability.
In this Deed, unless the context requires otherwise:
1. “Board” means the Trustees acting collectively and exercising the powers set out in this Deed.
2. “Chairperson”, “Secretary” and “Treasurer” mean the persons elected to those offices under clause 7.2.
3. “Associated person” includes, in relation to a Trustee, that Trustee’s spouse or partner, child, parent, sibling, a company in which the Trustee has a material financial interest, or any trust or incorporated society in which the Trustee has a governance role or beneficial interest.

2. MĀTĀPONO / PRINCIPLES

The Trust is committed, in attaining its purposes, to:

Provide support for people of the community that suffer from mental illness and addiction;
Educate and promote positive attitudes towards mental illness and addiction;
Provide a safe environment for people with mental health issues and addiction.

3. WHĀINGA / PURPOSE

To provide compassionate, person‑centred support for individuals facing mental‑health challenges through personalised one‑on‑one therapy (face‑to‑face) and drug‑rehabilitation services. In particular, the Trust will:

Relieve ill‑health and suffering caused by mental illness and addiction by providing free or subsidised, person‑centred one‑on‑one therapy and drug‑rehabilitation services;
Advance education by providing evidence‑based information, resources and community workshops that increase public understanding of mental‑health conditions and addiction;
Carry out any other purpose that is incidental and conducive to the charitable purposes set out in clauses 3.1 and 3.2.

4. ROHE RATONGA / AREA OF OPERATIONS

Provided that the organisation has not yet established charitable operations in any jurisdiction outside New Zealand, the Trust operates mainly in New Zealand, and not less than 75 per cent of its funds shall be applied to charitable purposes within New Zealand.
The Trust may carry out its charitable purposes both within and outside Aotearoa New Zealand.
All overseas activities must (a) advance the purposes set out in clause 3; and (b) comply with any applicable New Zealand and local laws, including anti‑money‑laundering and counter‑terrorism‑financing requirements.
Directed gifts. Where a donor clearly expresses a wish that their gift be applied to a particular programme or purpose (for example, mental‑health therapy, drug‑rehabilitation services, or the Trust’s general operations), the Trustees must honour that direction so far as it is lawful, practicable, and consistent with the Trust’s purposes.
Undirected gifts. If a donor gives no specific direction, the Trustees may apply the funds at their discretion to any of the Trust’s charitable purposes.
Anti‑Money‑Laundering and Counter‑Terrorism‑Financing (AML/CFT).
1. Before transferring or receiving funds internationally, the Trust will maintain a written AML/CFT risk assessment in line with the Department of Internal Affairs guidelines and will approve an AML/CFT programme that sets out customer due‑diligence, record‑keeping, reporting and staff‑training procedures.
2. The Trust will review the risk assessment at least every three years and update the programme whenever the Trust begins work in a new country or with a new delivery partner.
3. If the Trust becomes a “reporting entity” under the Anti‑Money‑Laundering and Countering Financing of Terrorism Act 2009, it will comply with all obligations in that Act, including independent AML audits and annual reports to its supervisor.

5. ROLE OF TRUSTEES

Act in good faith and according to this Deed;
Exercise their powers for a proper purpose and with reasonable care;
Not cause or allow the Trust’s affairs to be carried out in a way that creates a substantial risk of loss to the Trust’s creditors;
Not agree to the Trust taking on an obligation unless it is reasonable to believe the Trust will be able to perform it;
Not obtain any personal financial gain from their position as Trustee of the Trust or make any unauthorised use of confidential information.

6. TARI / OFFICE

The office of the Trust will be in such a place in New Zealand as the Board of Trustees may from time to time determine.

7. TE RŪNANGA WHAKAHAERE / THE BOARD OF TRUSTEES

The Board will comprise one (1) Trustee and no more than twelve (12) Trustees.
The signatories to this Deed will be the first Board. The Trustees will elect from among themselves a Chairperson. A Secretary will also be appointed from among themselves. An election of office‑bearers will be held at the first meeting of the Board following the execution of this Deed.
A person ceases to be a Trustee if they resign in writing, die, are adjudicated bankrupt, or become disqualified from being an officer under section 36B of the Charities Act 2005 (as amended).
The Board will have the power to fill any vacancy that arises in the Board or to appoint any additional Trustees, subject to clause 7.1.
The Board may continue to act notwithstanding any vacancy, but if their number is reduced below the minimum number of Trustees stated in this Deed, the continuing Trustees may act for the purpose of increasing the number of Trustees to that minimum but for no other purpose.
The Board may, by a motion decided by a two‑thirds (2/3) majority of votes, terminate a person’s position as a Trustee and member of the Board if it believes that such action is in the best interests of the Trust.
Provided that the Board considers it prudent for the effective administration of the Trust, any one Trustee may hold more than one office at the same time (for example, Chairperson and Secretary). The Board must minute the reasons for combining roles and ensure that: (a) no sole signatory authority is created for any bank account or financial instrument; and (b) adequate checks and balances remain in place to protect the Trust’s funds and compliance obligations.

8. NGĀ HUI O TE RŪNANGA WHAKAHAERE / MEETINGS OF THE BOARD

Procedure.
1. A quorum will be at least a majority of Trustees, but never fewer than one.
2. If a Trustee, including an office‑bearer, does not attend three (3) consecutive meetings of the Board without leave of absence, that member may, at the discretion and on decision of the Board, be removed as a Trustee and/or from any office of the Trust which they hold.
3. All questions will, if possible, be decided by consensus. In the event that a consensus cannot be reached, a decision will be made by a majority vote by show of hands, unless otherwise determined by the Board.
4. If the voting is tied, the motion will be lost.
5. In the absence of the Chairperson, the Board will elect a person to chair the meeting from among the Trustees present.
The Board will meet at least three (3) times every year. Meetings may be held in person or by any other means of communicating as decided by the Board from time to time. The Secretary will ensure that all members of the Board are notified of the meeting, either verbally or in writing.
The Secretary will ensure that a minute book is maintained, which is available to any Trustee of the Trust and which, for each meeting of the Board, records:
1. The names of those present;
2. All decisions made by the Board; and
3. Any other matters discussed at the meeting.
The Board will review this Deed and related governance policies at least once every three years and minute the outcome.

9. TAKETAKE / POWERS

In addition to the powers provided by the general law of New Zealand or contained in the Trusts Act 2019 (or any subsequent enactment), the powers which the Board may exercise in order to carry out its charitable purposes are as follows:
1. To use the funds of the Trust as the Board thinks necessary or expedient in payment of the costs and expenses of the Trust, including the employment and dismissal of professional advisers, agents, officers and staff, according to principles of good employment and the Employment Relations Act 2000 (or subsequent enactment);
2. To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Board thinks necessary or expedient in order to attain the purposes of the Trust, and to sell, exchange, let, bail or lease (with or without an option of purchase) or otherwise dispose of such property, rights or privileges;
3. To invest surplus funds in any way permitted by law for the investment of charitable trust funds and upon such terms as the Board thinks fit;
4. To do all things as may from time to time be necessary or desirable to enable the Board to give effect to and attain the charitable purposes of the Trust;
5. The Trust may maintain a website and publish the Trust’s annual performance report and financial statements. Any publication must comply with the Privacy Act 2020 and the Health Information Privacy Code 2020;
6. To provide services that are conducive to the charitable purposes.
For the avoidance of doubt, the duties set out in sections 29 to 38 of the Trusts Act 2019 (or subsequent enactment) apply, with the exception of the following:
1. When exercising any power to invest trust property, a Trustee must exercise the care and skill that a prudent person of business would exercise, but may also take into account the impact any investment would have on the Trust’s charitable purposes, modifying the duty in section 30 of the Trusts Act 2019 (or subsequent enactment);
2. When making decisions, Trustees should act unanimously where possible, but may decide to act by majority vote, modifying section 38 of the Trusts Act 2019 (or subsequent enactment).

10. KO NGĀ RAWA HEI PĀINGA MŌ TE IWI / INCOME, BENEFIT OR ADVANTAGE TO BE APPLIED TO CHARITABLE PURPOSES

Trustees are not entitled to remuneration for acting as Trustees, but may be reimbursed reasonable expenses. The Trust may pay a Trustee or an associated person for goods or services provided other than in their capacity as Trustee, provided the payment is reasonable, on normal commercial terms, and the conflict‑of‑interest rules in clause 13 are followed.
Any income, benefit or advantage will be applied to the charitable purposes of the Trust.
No Trustee or associated person may take part in, or influence, any Board decision concerning any payment to, or on behalf of, that Trustee or associated person. For the avoidance of doubt, clause 13.2 (withdrawal from decision‑making) applies.
Any such payment must be for goods or services that advance the charitable purposes and be reasonable and relative to payments that would be made between unrelated parties.
No Trustee may request, receive or accept any payment, gift, favour or other benefit intended to influence (or that could reasonably be seen as capable of influencing) that Trustee’s decisions or actions.

11. TURU TAKETAKE / POWER TO DELEGATE

The Board may from time to time appoint any committee and may delegate any of its powers and duties to any such committee or to any person. The committee or person may, without confirmation by the Board, exercise or perform the delegated powers or duties in the same way and with the same effect as the Board could itself have done.
Any committee or person to whom the Board has delegated powers or duties will be bound by the terms of the Trust and any terms or conditions of the delegation set by the Board.
The Board will be able to revoke such delegation at will, and no such delegation will prevent the exercise of any power or the performance of any duty by the Board.
It will not be necessary for any person who is appointed to be a member of any such committee, or to whom such delegation is made, to be a Trustee.

12. PŪTEA / FINANCIAL ARRANGEMENTS

The financial year of the Trust will be from 1 January to 31 December.
At the first meeting of the Board in each financial year, the Board will decide by resolution:
1. How money will be received by the Trust;
2. Who will be entitled to produce receipts;
3. What bank accounts will operate for the ensuing year, including the purposes of and access to accounts;
4. Who will be signatories;
5. The policy concerning the investment of money by the Trust, including what type of investment will be permitted.
The Treasurer will ensure that true and fair accounts are kept of all money received and expended by the Trust.
The Board may arrange for the accounts of the Trust for that financial year to be audited by an accountant appointed for that purpose.
If, for any accounting period, the Trust’s total operating expenditure exceeds $1,100,000 (large) or $550,000 (medium‑sized) as defined in sections 42C and 42D of the Charities Act 2005, the Board must ensure the performance report is:
1. Audited by a qualified auditor if large; or
2. Audited or reviewed by a qualified auditor if medium‑sized.
If the Trust is not large or medium‑sized, the Board may obtain an audit or review at its discretion.

13. PĀNGA RONGORUA / CONFLICT OF INTEREST

A conflict of interest arises when a Trustee’s personal, professional or financial interests, or those of a person connected to the Trustee, may be seen as competing with the Trust’s interests.

Every Trustee must disclose any actual, potential or perceived conflict of interest as soon as it arises, and the Secretary must enter it in the Interests Register.
Withdrawal from decision‑making. The interested Trustee must leave the meeting while the matter is discussed, must not vote, and is not counted in the quorum for that item.
Recording. The minutes must state (a) the nature of the conflict, (b) the name of the Trustee, and (c) the steps taken under clause 13.2.
Annual review & reporting. The Board will review the Interests Register at least annually and ensure any related‑party transactions are disclosed in the performance report in accordance with the applicable XRB standard.

14. TE MATATAPU ME TE HAUMARU / PRIVACY, CONFIDENTIALITY & SAFEGUARDING

Legal compliance. The Trust and every Trustee must comply with:
1. The Privacy Act 2020 and the 13 Information Privacy Principles;
2. The Health Information Privacy Code 2020 (as a “health agency”); and
3. Where children or young people receive services, the Children’s Act 2014 (including maintaining a child‑protection policy and completing safety checks for all children’s workers).
Privacy Officer. The Board will appoint a Privacy Officer who will keep a privacy‑breach register, coordinate responses to information requests, and report annually on compliance.
Safeguarding policy. The Board will adopt, review at least every three years, and publish on its website:
1. A Privacy Policy (covering collection, storage, access, correction, retention and overseas disclosure of personal and health information); and
2. A Safeguarding Policy that sets out how the Trust identifies, prevents, reports and responds to actual or suspected abuse, neglect or exploitation of any client, especially children and vulnerable adults.
Confidentiality duty. Trustees, employees and volunteers must keep all personal or health information confidential except as permitted by law or by the client’s informed consent.
Breach notification. Any notifiable privacy breach (as defined in section 114 of the Privacy Act 2020) must be reported to the Privacy Commissioner and to affected individuals as soon as practicable, and in any event within the statutory time frames.
Training. Every Trustee, employee and volunteer must complete induction training on the Privacy Policy and Safeguarding Policy and repeat that training at intervals set by the Board.

15. TAKAWAENGA / MEDIATION & ARBITRATION

Any dispute arising out of or relating to this Deed may be referred to mediation, a non‑binding dispute‑resolution process in which an independent mediator facilitates negotiation between the parties. Mediation may be initiated by either party writing to the other party and identifying the dispute which is being suggested for mediation. The other party will either agree to proceed with mediation or agree to attend a preliminary meeting with the mediator to discuss whether mediation would be helpful in the circumstances. The parties will agree on a suitable person to act as mediator or will ask the Arbitrators’ and Mediators’ Institute of New Zealand Inc. to appoint a mediator. The mediation will be in accordance with the Mediation Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc.
The mediation shall be terminated by:
1. The signing of a settlement agreement by the parties; or
2. Notice to the parties by the mediator, after consultation with the parties, to the effect that further efforts at mediation are no longer justified; or
3. Notice by one or more of the parties to the mediation to the effect that further efforts at mediation are no longer justified; or
4. The expiry of sixty (60) working days from the mediator’s appointment, unless the parties expressly consent to an extension of this period.
If the mediation is terminated as provided in clause 15.2.2, 15.2.3 or 15.2.4, any dispute or difference arising out of or in connection with this Deed, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in New Zealand in accordance with New Zealand law and the current Arbitration Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc. The arbitration shall be by one arbitrator to be agreed upon by the parties and, if they fail to agree within twenty‑one (21) days, then to be appointed by the President of the Arbitrators’ and Mediators’ Institute of New Zealand Inc.

16. TAUNAHA / TRUSTEE LIABILITY

It is declared that:

The Trustees are chargeable respectively only in respect of the money and securities they actually receive, or which, but for their own acts, omissions, neglects or defaults they would have received, notwithstanding their signing any receipt for the sake of conformity.
They are each answerable and responsible respectively only for their own acts, receipts, omissions, neglects and defaults and not for those of each other, or of any banker, broker, auctioneer or other person with whom, or into whose hands, any Trust money or security is properly deposited or has come.
No Trustee shall be liable personally for the maintenance, repair or insurance of any property or any charges on such property.
No Trustee hereof shall be liable for any loss arising from any cause whatsoever, including a breach of the duties imposed by sections 22 to 39 of the Trusts Act 2019 (or subsequent enactment), unless such loss is attributable:
1. To their own dishonesty, wilful misconduct or gross negligence; or
2. To the wilful commission by them of an act known by them to be a breach of trust.
No Trustee shall be bound to take any proceedings against a co‑Trustee for any breach or alleged breach of trust committed by that co‑Trustee.
Notwithstanding the procedure or otherwise of retaining assets in the Trust Fund, no Trustee shall be liable for any loss suffered by the Trust Fund by reason of the Trustees retaining any asset forming part of the Trust Fund.
The Trustees shall from time to time and at all times be indemnified by and out of the Trust property from and against all costs, charges, losses, damages and expenses sustained or incurred by them in or about the execution and discharge of their office or in or about any claim, demand, action, proceeding or defence at law or in equity in which they may be joined as a party.

17. TE TUKU TOENGA RAWA / DISPOSITION OF ASSETS

On liquidation or dissolution, the Trustees must transfer all surplus assets to one or more registered charities whose purposes are similar to those in clause 3, or if no such charity exists, to charitable purposes within New Zealand as defined in section 5(1) of the Charities Act 2005.

18. WHAKAREREKĒTANGA TURE / ALTERATION OF THIS DEED

The Trustees may, by consensus or pursuant to a motion decided by a majority of votes, by supplemental deed make alterations or additions to the terms and provisions of this Deed, provided that no such alteration or addition will detract from the exclusively charitable nature of the Trust or result in the distribution of its assets on winding up or dissolution for any purpose that is not exclusively charitable.
Any alteration or addition must be recorded in writing either in a supplemental deed or a Trustees’ resolution signed by all Trustees.