Trust Deed
CITY BUILDERS ASSOCIATION TRUST
Date: 10 November 2025
PARTIES
1. The Initial Settlors (collectively, the "Settlor")
Mark Michael Pervan
(Being the initial persons contributing the initial settlement sum of $10.00.)
2. **The Initial Trustees** (collectively, the "Trustees"):
[Mark Pervan]
[Insert Name and Address of Initial Trustee 2]
[Insert Name and Address of Initial Trustee 3]
(Being not less than three persons appointed as the first trustees of the Trust.)
RECITALS
A. The Settlors wish to establish a charitable trust for the exclusive benefit of the public in New Zealand, specifically to advance the charitable purposes relating to the governance and infrastructure of Auckland, New Zealand, as set out in this Deed.
B. The Settlors have agreed to settle the sum of $10.00 upon the Trustees to hold on trust for the Charitable Purposes.
C. The Trustees have agreed to act as trustees of the Trust in accordance with the terms of this Deed.
D. This Deed is intended to comply with the Trusts Act 2019, the Charitable Trusts Act 1957, and the Charities Act 2005, and the Trust intends to apply for incorporation as a board under the Charitable Trusts Act 1957 and registration as a charitable entity under the Charities Act 2005.
OPERATIVE PART
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Deed, unless the context requires otherwise:
- "Advocates" means the 3 to 5 persons appointed by the Trustees from time to time to represent and advocate for the Trust's analyses, explainers, and positions to relevant bodies, in accordance with clause 5.
- "Application Process" means the process by which persons apply for membership, involving submission of an online form, payment of the Initial Subscription, and granting of Temporary Membership.
- "Beneficiaries" has no application, as this is a charitable trust with no specific beneficiaries.
- "Charitable Purposes" means the purposes set out in clause 3.
- "Code of Conduct" means the code governing participants in the Trust's processes, as adopted by the Trustees and attached as Schedule 1.
- "Financial Year" means the period of 12 months ending on 31 March in each year, or such other period as the Trustees may determine.
- "Initial Subscription" means the one-time application fee of [insert amount, e.g., $50.00] payable upon application for membership.
- "Members" means persons who have been admitted to membership under clause 4 and who have not ceased to be members.
- "Monthly Subscription" means the fee payable monthly by Members, currently [insert amount, e.g., $6.99], or as varied by the Trustees.
- "Temporary Membership" means provisional membership granted under clause 4.3, which expires after 6 months if no contribution is made.
- "Trust" means the City Builders Association Trust established by this Deed.
- "Trust Fund" means all property from time to time vested in or held by the Trustees as trustees of the Trust, including the initial settlement and all accretions thereto.
- "Trustees" means the trustees for the time being of the Trust, including the Initial Trustees and any additional or replacement trustees appointed under this Deed.
1.2 Interpretation
- Headings are for convenience only and do not affect interpretation.
- Words importing the singular include the plural and vice versa.
- References to statutes include amendments and replacements.
- This Deed is governed by the Trusts Act 2019, and the mandatory duties under sections 23 to 32 of that Act apply except as expressly modified herein.
2. ESTABLISHMENT OF TRUST
2.1 The Settlors hereby settle the sum of $10.00 upon the Initial Trustees to be held by them upon the trusts and subject to the terms of this Deed.
2.2 The Trustees acknowledge receipt of the settlement sum and declare that they hold the Trust Fund upon trust to apply it exclusively for the Charitable Purposes.
2.3 The Trust is established as a charitable trust under New Zealand law and shall be operated perpetually unless wound up in accordance with clause 12.
3. CHARITABLE PURPOSES
3.1 The exclusive purposes of the Trust ("Charitable Purposes") are, for the public benefit in New Zealand:
(a) To advance education and knowledge in matters relating to the infrastructure, governance, and future development of Auckland, New Zealand, by:
(i) Posing questions and hypotheses on relevant topics;
(ii) Facilitating collaborative analysis through expert contributors;
(iii) Producing transparent, rigorous, and simplified explainers and analyses; and
(iv) Publishing such materials freely for public access and engagement.
(b) To promote the effective and sustainable development of Auckland's infrastructure and governance by:
(i) Encouraging member and public contributions to discussions and question submissions;
(ii) Advocating evidence-based recommendations to relevant governmental and public bodies through designated Advocates; and
(iii) Fostering inclusive, respectful, and transparent dialogue on Auckland's future.
3.2 The Trustees shall ensure all activities are charitable within the meaning of section 5(1) of the Charities Act 2005 and shall apply for and maintain registration as a charitable entity under that Act.
3.3 No part of the Trust Fund or income shall be applied for any non-charitable purpose, and no distributions shall be made to Trustees or related parties except for reasonable remuneration as permitted under clause 7.3.
4. MEMBERSHIP
4.1 Eligibility
Membership is open to any natural person or entity supporting the Charitable Purposes, subject to approval by the Trustees. Must Be a resident of Auckland either offices or show significant links to the city.
4.2 Application Process
- Applications shall be made via an online form provided by the Trustees, accompanied by payment of the Initial Subscription.
- The Trustees may approve or reject applications at their discretion, notifying applicants within 14 days.
4.3 Temporary Membership
- Upon approval, applicants are granted Temporary Membership for 6 months.
- During this period, Temporary Members may participate in discussions but must contribute (e.g., submit a question, comment on a hypothesis, or provide expertise) to qualify for full Membership.
- If no contribution is made within 6 months, Temporary Membership ceases automatically, and the Initial Subscription is not refunded.
4.4 Full Membership
- Upon satisfactory contribution, Temporary Members become full Members.
- Members shall pay the Monthly Subscription, commencing from the date of full Membership.
- Failure to pay within 30 days of due date results in suspension until paid.
4.5 Rights and Obligations
- Members may: contribute to questions on Auckland's future; submit questions for consideration; access published materials; and participate in consultations.
- Members must comply with the Code of Conduct.
- Membership is personal and non-transferable.
4.6 Cessation
- Membership ceases on resignation, death, bankruptcy, or breach of this Deed or the Code of Conduct.
- The Trustees may terminate membership by resolution for material breach, after giving 14 days' notice and opportunity to respond.
4.7 Subscriptions
- The Initial Subscription and Monthly Subscription may be varied by Trustee resolution.
- Subscriptions form part of the Trust Fund and are used solely for Charitable Purposes.
5. ADVOCACY
5.1 The Trustees shall appoint 3 to 5 Advocates from Members or external experts, for terms of up to 2 years, renewable.
5.2 Advocates shall represent the Trust's final analyses and recommendations to relevant bodies (e.g., Auckland Council, government agencies) in a manner consistent with this Deed and the Code of Conduct.
5.3 Advocates act as agents of the Trust and must disclose personal interests. Their actions bind the Trust only if authorised by the Trustees.
5.4 The Trustees may remove Advocates for cause, including non-compliance with the Code of Conduct.
6. TRUSTEES
6.1 Number
There shall be not less than 3 nor more than 7 Trustees. The Initial Trustees shall hold office until resignation, removal, or death.
6.2 Appointment
- Additional or replacement Trustees shall be appointed by resolution of the continuing Trustees, preferably from Members demonstrating expertise in relevant fields.
- The first meeting of Trustees shall occur within 30 days of execution of this Deed.
6.3 Removal
- A Trustee may be removed by majority resolution of the other Trustees for incapacity, bankruptcy, breach of duty, or failure to act in the Trust's interests.
- No Trustee shall be removed except in accordance with the Trusts Act 2019.
6.4 Proceedings
- Trustees shall meet at least quarterly, with a quorum of 50% of Trustees (minimum 2).
- Decisions by majority vote; the chair has a casting vote.
- Meetings may be held virtually. Minutes shall be kept.
6.5 Duties
Trustees are bound by the mandatory duties under the Trusts Act 2019 and shall act with care, diligence, and skill.
7. POWERS OF TRUSTEES
7.1 Subject to this Deed, the Trustees have all powers necessary to administer the Trust Fund for the Charitable Purposes, including:
- Investing, borrowing, and managing property;
- Employing staff or agents;
- Entering contracts;
- Publishing materials and engaging the public.
7.2 The Trustees shall oversee the collaborative process as described in the Recitals and Schedule 2, ensuring compliance with the Code of Conduct.
7.3 Trustees and Advocates may receive reasonable remuneration for services, approved by disinterested Trustees, but no Trustee shall profit unduly.
7.4 The Trustees shall maintain records, accounts, and a register of Members and Trustees, available for inspection by Members on request.
8. CONTRIBUTIONS AND PROCESSES
8.1 Members and approved contributors may participate in posing questions, providing hypotheses, comments, and reviews on Auckland's infrastructure and governance.
8.2 All internal communications remain confidential per the Code of Conduct, with public publication only of final explainers.
8.3 The Trustees shall facilitate the step-by-step process outlined in Schedule 2.
9. FINANCIAL MATTERS
9.1 The Financial Year ends 31 March.
9.2 Trustees shall prepare annual accounts, audited if required by law or resolution, and file with Charities Services.
9.3 Income and capital shall be applied solely for Charitable Purposes.
### 10. INDEMNITY AND LIABILITY
10.1 Trustees are not liable for losses unless due to wilful default or gross negligence.
10.2 The Trust shall indemnify Trustees and Advocates for actions taken in good faith.
### 11. ALTERATIONS
11.1 This Deed may be altered by special resolution of the Trustees (75% majority), provided the alterations:
- Do not remove the charitable nature;
- Comply with the Charities Act 2005; and
- Are filed with the Charitable Trusts Register and Charities Services.
11.2 No alteration affects existing rights without consent.
12. WINDING UP
12.1 The Trust may be wound up by special resolution of the Trustees if the Charitable Purposes can no longer be fulfilled.
12.2 On winding up, after paying debts, the Trust Fund shall be transferred to another registered charitable entity with similar purposes, as directed by the High Court under section 27 of the Charitable Trusts Act 1957 if necessary.
12.3 No Trust Fund shall be paid to Members or Trustees.
### 13. GOVERNING LAW
13.1 This Deed is governed by New Zealand law.
13.2 The Trustees submit to the non-exclusive jurisdiction of New Zealand courts.
We certify that this Trust Deed complies with the requirements of the Trusts Act 2019.
SCHEDULE 1: CODE OF CONDUCT
Effective: 10 November 2025*
Preamble
This Code governs every participant—contributors, reviewers, staff, advocates, and the publicin our transparent, rigorous, and collaborative process. Its twin pillars are intellectual integrity and respectful privacy. All participants must read, accept, and abide by this Code before engaging.
1. Core Principles
1. Honesty Present evidence accurately; disclose conflicts of interest.
2. Respect Treat every person with courtesy, regardless of viewpoint.
3. Privacy First Protect contributor identities and unpublished material.
4. Transparency Make methods, sources, and final outputs public; keep internal exchanges confidential unless consent is given.
5. Inclusivity Welcome diverse expertise and lived experience.
2. Contributor Privacy & Anonymity
2.1 All comments submitted in Step 3 are **strictly confidential** and used only to shape the Review Document (Step 4).
2.2 No contributor’s identity, affiliation, or comment will be published without **explicit, revocable written consent.
2.3 Contributors may choose:
Full attribution (name + affiliation)
Partial attribution (first name or pseudonym)
Complete anonymity
2.4 Internal circulation of the Review Document (Step 4) is limited to selected contributors and core team; recipients must sign an NDA excerpt agreeing to non-disclosure
2.5 Once a Working Final Document is complete (Step 6), only consenting contributors’ names appear. Non-consenting contributors are listed as “Anonymous Expert” if they wish acknowledgment.
2.6 Any breach of privacy will trigger immediate removal of the offending party and potential legal review.
3. Respectful Communication
1. Critique ideas, never individuals.
2. No harassment, doxxing, or retaliatory behaviour—online or offline.
3. Use inclusive language; avoid slurs or stereotypes.
4. Disagreements are resolved privately first, then escalated to the Moderation Panel if needed.
4. Intellectual Integrity
4.1 Cite sources using open-access links or DOIs where possible.
4.2 Declare funding, employment, or advocacy ties that could influence your contribution.
4.3 Do not plagiarise; attribute direct quotes and paraphrases.
4.4 Correct errors promptly and publicly in the final explainer.
5. Advocacy Phase (Step 9)
1. Only designated, consenting advocates speak on behalf of the group.
2. Advocates must accurately represent the final document; personal opinions are disclosed as such.
3. Lobbying complies with the Lobbying Codes of Conduct and is logged publicly.
6. Public Engagement
1. Published explainers (Step 8) are free to share with credit.
2. Public comments on the website are moderated for civility; repeat violators are blocked.
3. Feedback that improves accuracy is incorporated into errata or future editions.
7. Enforcement
| Minor (e.g., tone lapse) Private reminder
| Moderate (e.g., undisclosed conflict) Public correction + 6-month contribution ban.
| Severe (e.g., privacy breach, harassment) | Permanent expulsion + referral to authorities if illegal.
An independent Moderation Panel (3 Trustees, 1 staff) reviews reports within 48 hours.
8. Acceptance
By submitting an application, comment, or advocacy brief, you affirm:
“I have read, understood, and agree to the Code of Conduct, including its privacy protections.”
Digital signature is recorded; withdrawal of consent for name use is honored within 72 hours.
SCHEDULE 2: COLLABORATIVE PROCESS]
1. Posing the Question and Hypothesis: Topics begin with a crafted question on Auckland's infrastructure or governance, with an initial hypothesis.
2. Contributor Applications and Selection: Knowledgeable persons apply via form; selected based on expertise.
3. Contributor Comments: Selected provide confidential in-depth comments, incorporated per expertise. Contributors choose attribution.
4. Review Document: Created from feedback, circulated for comment.
5. Refining: Document refined post-feedback.
6. Working Final Document: Completed; contributors may lend names.
7. Analysis and Simplification: Synthesized into public-friendly explainers.
8. Publication and Engagement: Published freely; public feedback encouraged.
9. Advocacy: Sent to bodies by 3-5 Advocates.