Hazel

 BETWEEN ROSALIND LUCY ATKINSON and MARK JEFFERY WHITWELL “the Settlors” AND ROSALIND LUCY ATKINSON and MARK JEFFERY WHITWELL “the Trustees” HEART OF YOGA CHARITABLE TRUST TRUST DEED Contents 1. Interpretation3 2. Declaration of the Trust5 3. Name of Trust5 4. Charitable Purposes5 5. Trust’s Purposes Paramount6 6. Application of the Trust Fund6 7. Incorporation6 8. Trustees’ Powers6 9. Special Trusts9 10. Bare or Passive Trusts9 11. Establishment Period9 12. Duties of the Board9 13. Appointment of Trustees10 14. Terms of Trustees12 15. Cessation of Trusteeship12 18. Meetings of Trustees13 19. Trustees may Delegate14 20. Annual meeting15 21. Control of Funds16 22. Accounts and Annual Report16 23. Tax returns and annual returns17 24. Audit17 25. Restrictions on Payments and Private Pecuniary Profit17 26. Conflicts of Interest18 27. Dispute Resolution19 28. Entering into Contracts19 29. Variation of the Trust Deed19 30. Registered Office20 31. Trustee Liability, Indemnity and Insurance20 32. Winding Up21 33. Governing Law22 THIS DEED is made this day of 2019 BETWEEN ROSALIND LUCY ATKINSON and MARK JEFFERY WHITWELL “the Settlors” AND ROSALIND LUCY ATKINSON and MARK JEFFERY WHITWELL “the trustees” BACKGROUND A. The Settlors provide yoga education classes and training in Aotearoa New Zealand and to New Zealanders in overseas locations. B. The Settlors wish to establish the Trust to assist people from underprivileged communities to attend yoga education and yoga teacher training classes in Aotearoa New Zealand and in overseas locations. C. This Deed sets out the function, purpose, control, governance and operation of the Heart of Yoga Charitable Trust. THIS DEED WITNESS THAT: 1. Interpretation 1.1. In this Deed: (a) “Appointer” means the person in whom the power of appointment of Trustees is vested under clause 13.2; (b) “Balance Date” means 31 March or any other date adopted from time to time by the Trustees as the end of the Trust’s financial year; (c) “Board of Trustees” means the Board of Trustees of the Trust, which consists of all the trustees; (d) “Chairpersons” means the Chairperson who is the Trustee appointed in accordance with clause 18.6; (e) “Deed” means this deed including any amendments to it from time to time; (f) “Establishment Period” means the two-year establishment period provided for in clause 11.1; (g) “Financial Year” means any year or other accounting period ending on the Balance Date; (h) “Purposes” means the charitable purposes of the Trust as set out in clause 4.1. (i) “Qualifying Trade” means a trade, the profits of which would qualify for any income tax exemption give to charities. (j) “Trust” means Heart of Yoga Charitable Trust; (k) “Trustees” means the Trustees for the time being of the Trust Fund, whether original, additional or substituted; (l) “Trust Fund” means the funds of the trust, including any money, investments or other property paid or given to or acquired or agreed to be acquired by the trustees whether before or after the date of this Deed with the intention that it is held by the Trustees subject to the trusts and other provisions set out in this Deed; and (m) “Written Notice” means notice in writing given in person, by email, by facsimile or post to the person’s last known address. 1.2. When interpreting this Deed, unless the context requires otherwise: (a) A reference to a person includes a corporation sole and also a body of persons whether corporate or unincorporated; (b) A reference to an enactment is a reference to that enactment as amended, or to any enactment that has been stipulated for that enactment; (c) References to clauses are references to clauses in this Deed; (d) References to the singular include the plural and vice versa; and (e) Headings appear as a matter of convenience and do not affect the construction of this deed. 2 Declaration of the Trust 2.1 The Settlors settle the sum of $10 on the Trustees initial settlement on the Trust. 2.2 The Trustees agree to act as trustees of the Trust on the terms set out in this Deed. 2.3 The Trust shall comprise all the Trust Fund, which shall be held on trust by the Trustees and shall be managed and administered on the terms set out in this DEED. 2.4 The Trust shall commerce on the date of this Deed and shall continue until terminated under clause 32. 3. Name of Trust 3.1 The Trust shall be known as HEART OF YOGA CHARITABLE TRUST. 4. Charitable Purposes 4.1 The purposes of the Trust are to devote or apply both capital and income of the Trust Fund to, or for, any charitable purposes in New Zealand as defined in the Income Tax 2007 and the Charities Act 2005 which are selected by the Trustee. Without limiting this in any way, such purposes may include: (a) advancing yoga education and training in New Zealand for the physical , emotional and mental health of all the people; (b) making available yoga education and training to people from underprivileged communities in New Zealand, and (c) Providing people with the tools of self- empowerment gained through yoga education and training. 4.2 Without limiting the Trust’s purposes, the stated purposes above in clause 4.1 will be achieved by the Trust undertaking activities including: (a) making available yoga classes, workshops and yoga teacher training courses; (b) providing yoga teacher training to people from underprivileged communities; (c) providing scholarships to people from underprivileged and indigenous communities to train as yoga teachers; (d) creating and publishing free yoga education and training resources which support the Trust’s purposes (in various formats and media including print and online in video, audio and text format); (e) supporting younger generation yoga teachers through mentoring; (f) providing free on-going professional support to those who have trained to become yoga teachers in their communities; (g) creating and providing free public events designed to provide yoga education and to make accessible to those who would not otherwise attend yoga classes and training; (h) promoting human and environmental ecology; (i) [Rosalind – would you like to include any other activities here? 4.3 The Trust may carry out such other activities which in the opinion of the Trustees further the Purposes outlined in clause 4.1 above, provided no such activities would be in conflict with Trust’s charitable status. 5. Trust’s Purposes Paramount 5.1 Nothing in this Deed shall authorise the Trustees to do any act which does not further the Purposes of the Trust. 6. Application of the Trust Fund 6.1 All income of the Trust and any other benefit or advantage belonging to the Trust Fund shall be applied to the Trust’s Purposes. 6.2 The Trustees may only use the capital of the Trust Fund for the Trust’s Purposes and may decide to pay, apply or appropriate as much of it as they think fit for the Trust’s Purposes. 7. Incorporation 6.3 The Trustees shall immediately apply for incorporation under part 2 of the Charitable Trusts Act 1957 as a Board under the name "Heart of Yoga Charitable Trust”. 8. Trustees’ Powers 6.4 Subject to the provisions of this Deed: (a) The Trustees shall, in addition to all other powers conferred by law, have the widest possible powers and discretion to achieve the Purposes of the Trust and shall be empowered to exercise all the rights and powers and privileges and may incur all the liabilities and obligations of a natural person of full age and capacity. (b) The Trustees shall have all powers over and in respect of the Trust and the Trust Fund which they could exercise if they were the absolute and beneficial owners of the Trust Fund. (c) In particular, without derogating from clauses 8.1(a) and (b), the Trustees shall have full and absolute power to do the following; ( i) to raise money by all means and in particular to solicit, receive and enlist financial or other aid from individuals and organisations, and to conduct fundraising activities; (ii) to promote and further the Purposes by the publication and distribution of papers, journals and other publications and by advertising in any medium or by any other means; (iii) to make such payments, grants, loans or provide such other financial assistance to any person on such terms and conditions as the Trustees think proper; (iv) to enter into any arrangements with any government, public or local authority that may seem conducive to the Purposes and to obtain from any such government or authority any rights, privileges or concessions which the Trustees may think is desirable to obtain, and carry out and to comply with any such arrangements, privileges, rights and concessions; (v) to purchase, sell, lease, or otherwise deal with the Trust Fund on such terms and conditions as the Trustees think fit; (vi) to borrow money or provide mortgages and other securities including guarantees and indemnities on such terms, conditions or security as the Trustees consider appropriate; (vii) to invest or lend money on such terms as the Trustees decide and to vary such loans or investments from time to time; (vii) to accept money or property as a gift, legacy, devise or loan on any terms acceptable to the Trustees; (ix) to settle or resettle any or all of the Trust Fund upon any trust having objects similar to the Trust as may be nominated by the Trustees; (x) to incorporate and/or hold shares in a limited liability company or form any other entity to carry on any of the Purposes; (xi) to become a member of any partnership, joint venture or other business enterprise of which the Trustees approve; (xii) to carry on any Qualifying Trade either alone or in accordance with clause 8.1(c)(x) or (xi); (xii) to employ and act as a good employer towards any person engaged to carry out the services of the Trust with power to dismiss such person as necessary; (xiv) to contribute to any tax charity (as defined in the Income Tax Act 2007) having substantially similar purposes as the Purposes; (xv) to receive any grant, subsidy or payment whatsoever in order to further the Purposes; (xvi) to charge any person for the use of the Trust Fund such charges as may be fixed by the Trust; (xvii) to join with any other person, group, body or organisation under such arrangement as the Trustees think fit to provide for the Purposes; (xvii) to pay all or any reasonable expenses incurred in and in connection with the establishment, incorporation and running of the Trust; (xix) to enter into contracts with any other persons for the purposes of managing and operating the Trust; (xx) to instruct agents, consultants and advisers to act in relation to the Trust Fund or assets intended to be acquired by the Trust; (xxi) to obtain and act upon the advice of a relevant professional of recognised standing in their field of expertise; (xxiii) to institute and defend legal proceedings; and (xxiii) to do the above things as principle, agent, contractor, trustee, or otherwise and by or through agents, trustees or otherwise and either alone or in association with others. 9. Special Trusts 6.5 When property is accepted by the Trustees upon special trusts declared by the donor, all the provisions of this Deed shall be deemed to be incorporated in the Deed declaring such special trusts unless they are inconsistent with the terms of the special trusts. 10. Bare or Passive Trusts 10.1 Where property is accepted by the Trustees on bare or passive trusts, they shall apply such property according to the lawful directions of the trustees or managers to whom the management and administration of the property may have been confided. 11. Establishment Period 11.1. For a two year period following the date of this Deed, the Trustees shall conservatively exercise their powers with a view to establishing the Trust’s operation on a sustainable basis. 12. Duties of the Board 12.1. The Board of Trustees shall conduct the business and activities of the Trust in an open and transparent manner. 12.2 The Board of Trustees shall monitor the activities of the Trust to ensure its assets are used as effectively as possible to achieve the Purposes and to demonstrate to those bodies and agencies which fund and support the Trust’s activities that the funding and support provided is being effectively applied and utilised. 13. Appointment of Trustees 13.1. The number of Trustees shall be no more than seven (7) and no less than two. 13.2. The power of appointment of new trustees shall be vested in the Settlors while living, and afterwards shall be vested; (a) in the person or persons as the Settlors may by deed (revocable or irrevocable) or by will nominate for the purpose; or (b) if there is no such person capable of or willing to exercise such power, then in the administrator or the executors or trustees for the time being of the Settlors; or (c) the executor or administrator of the last survivor of the remaining Trustees. 13.3 Subject to clause 13.5, the Appointers shall have power by agreement between them: (a) to appoint at any time an additional Trustee whether or not occasion shall have arisen for appointment of a new Trustee; (b) to appoint any person at any time as advisory trustee of the Trust under section 49 of the Trustee Act 1956; (c) to appoint any person at any time as custodian trustee or trustees of the Trust Fund; and (d) to remove a Trustee by notice in writing 13.4 Subject to clause 13.5, if at any time there are less than two (2) Trustees, the remaining Appointer shall increase the number of Trustees to two (2) as soon as reasonably practical. The remaining Trustee shall be entitled to act until the number of Trustees appointed is so increased and no act or decision of the Trustee shall be called into question on such account, provided that such actions are limited to essential administrative matters only. 13.5. A person is not permitted to be a Trustee if that person is: (a) an individual who is an undischarged bankrupt; or (b) an individual who is under the age of 16 years; or (c) an individual who, or a body corporate that, has been convicted of a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961) and has been sentenced for that crime within the last 7 years; or (d) an individual who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Companies Act 1993, the Securities Act 1978, the Securities Markets Act 1988, or the Takeovers Act 1993; or (e) an individual who, or a body corporate that, is disqualified from being an officer of a charitable entity under section 31(4) of the Charities Act 2005; or (f) an individual who is subject to a property order made under the Protection of Personal and Property Rights Act 1988, or whose property is managed by a trustee corporation under section 32 of that Act; or (g) a body corporate that is being wound up, is in liquidation or receivership, or is subject to statutory management under the Corporations (Investigation and Management) Act 1989. 13.6. The Appointers shall make appointments of Trustees so that, to the greatest extent possible, the Board collectively possesses: (a) [Rosalind, are there any criteria you would like to set out her?] 14. Terms of Trustees 14.1 Subject to clause 15, the Trustees shall hold office in perpetuity. 15. Cessation of Trusteeship 15.1 A Trustee shall cease to hold office if the Trustee: (a) dies; or (b) resigns by giving Written Notice to the Chairperson, such notice to take effect immediately unless otherwise expressed; or (c) becomes a person to whom clause 13.5 applies; or (d) is removed by the Appointer by Written Notice, such notice to take effect immediately unless otherwise expressed. 16. Subcommittees 16.1. The Board of Trustees may appoint two (2) or more persons (who need not necessarily be Trustees) to be a subcommittee with general authority to: (a) transact any business on behalf of the Trustees, but every act, decision and proceeding of such a subcommittee must be submitted to the next meeting of Trustees for ratification; and (b) make any inquiry or superintend any matter, but every act and proceeding of that subcommittee must be submitted to a meeting of the Trustees for final decision. 16.2. Subject to the provisions of this Trust Deed and to any general or special directions of the Board of Trustees, any committee appointed by the Board of Trustees may regulate its procedures in such manner as it sees fit. 17. Record of Officers 17.1 The Trustees shall record in the Minute Book of the Trust every appointment, reappointment, removal or cessation of office of any Trustee or subcommittee member and shall notify the Department of Internal Affairs of all changes of Trustees in accordance with the Charities Act 2005. 17.2 All acts done and decisions made at any meeting of the Board of Trustees or of a committee or by any person acting as a Trustee will, even if it is discovered afterwards that there was some defect in the appointment of any such Trustee or other person acting or that they or any of them were for any reason disqualified, be as valid as if such person had been duly appointed and or duly qualified to so act. 18. Meetings of Trustees 18.1 The trustees will meet as often as they consider desirable for the efficient and proper conduct of the affairs of the Trust, but in any event will meet a minimum of once per year. 18.2 Subject to this clause 18, the Trustees may dispatch business, adjourn and otherwise regulate their meetings as they think fit, including but not limited to method of meeting (which may include meeting by telephone or electronic means). 18.3 Any Trustee may at any time summon a meeting of Trustees by giving five (5) days Written Notice to the other Trustees. Subject to the Trustee’ discretion, it shall not be necessary to give notice of a meeting of Trustees to any Trustees who at the time of notice is absent from New Zealand. 18.4 Matters decided at Trustee meetings must be decided by consensus where there are two (2) Trustees and by consensus so far as possible where there are more than two (2) trustees. Matters may be decided at Trustee meetings whether the matters are articulated and circulated prior to any meeting as an agenda matter or arise at any meeting. If consensus cannot be reached where there are more than two (2) trustees, subject to clauses 29.1 and 32.1 a vote will be taken and the matter will be decided by a majority of votes. Each Trustee will be entitled to one vote in person. There is no provision for proxy voting. 18.5 No meeting of Trustees shall transact any business unless a quorum is present. The quorum shall be both of the Trustees if there are two (2) trustees or a majority of trustees at that time. 18.6 The Trustees shall elect one of their number as Chairperson and determine the period of the office of Chairperson. 18.7 The Chairperson will chair all meetings of the Board of Trustees at which he or she is present. If the office of Chairperson is vacant, or if at a meeting of the Board of Trustees the Chairperson is not present within ten minutes from the time appointed for the meeting, then the Trustees present may elect one of their numbers to chair the meeting 18.8 In the case of an equality of votes where there are more than two (2) trustees, the Chairperson will have a casting vote. 18.9. A resolution in writing: (a) signed by all the Trustees, which may include the signing of several duplicated documents by one of more Trustees; or (b) acceded to by email, shall be as valid and effectual as if it had passed at a meeting of Trustees. 18.10. Minutes of Trustees’ meetings will be recorded and confirmed as correct at the next Trustees’ meeting. 18.11. Where any procedural requirement in this clause 18 shall be found not to have been complied with, any subsequent meeting of the Trustees may ratify and confirm any earlier action purported to have been taken by or on behalf of the Trust. 19. Trustees may Delegate 19.1 Subject to clause 16, the Trustees shall have full power to delegate to: a) any officers or employees of the Trustees; or b) any attorney, agent or other person nominated or appointed by the Trustees. 19.2 Every such delegation shall be revocable at will, and no such delegation shall prevent the exercise of any power or the performance of any duty by the Trustees. 19.3. Any committee or person to whom the Trustees have delegated powers or duties shall be bound by the charitable and other terms of the Deed. 19. 4. Notwithstanding the delegation by the Trustees of any of their powers under clause 19.1, the Trustees shall remain responsible for the exercise of that power by the delegate as if the Trustees had exercised the power themselves, unless the Trustees: (a) Believed on reasonable grounds when making the delegation that the delegate would exercise the power in accordance with the provisions of this Deed and the duties owed by the Trustees in the exercise of their office under this Deed; and (b) Have monitored, by means of reasonable methods that they have followed, the exercise of the power by the delegate. 20. Annual meeting 20.1 An annual meeting of the Trustees of the Trust must be held each calendar year within three 3 months of the end of the Trust’s Financial Year. 20.2 The annual meeting will be used for: (a) the consideration of an annual report, annual statement of accounts and balance sheet; (b) decision as to the appointment of an auditor; and (c) any other matter determined by the Trustees to be appropriate business. 20.3. At least five (5) days Written Notice stating the place, date and time of the annual meeting and setting out the business to be transacted must be given to all Trustees. 21. Control of Funds 21.1. All monies received by or on behalf of the Trust must immediately be paid to the credit of the Trust in an account with a bank determined by the Trust. All cheques or withdrawal slips drawn on the account must be signed by two Trustees appointed by the Board of Trustees. 21.2. In respect of all payments made by the Trustees in the administration of the Trust, the receipt of any Trustee or other person(s) appearing to be authorised to give receipts, will be a sufficient discharge to the Trustees for such payment. The Trustees will not be bound to see to the application or destination of those payments. 22. Accounts and Annual Report 22.1. The Board of Trustees will cause complete and accurate records to be kept in such a manner as it thinks fit of all its receipts, credits, payments, liabilities and other matters necessary for showing the true state and condition of the Trust. 22.2 The Trustees will prepare, in time for each annual meeting, an annual report dealing with the affairs of the Trust, supported by a statement of the income and expenditure of the Trust during the preceding Financial Year, and a statement of assets and liabilities. 23. Tax returns and annual returns 23.1. The Trustees shall cause to be prepared or filed with the Inland Revenue Department and the Department of Internal Affairs all necessary tax accounts, annual returns, reports, declarations, notices, certificates, reconciliations and other information required to be prepared or filed so as to allow the Trust to retain its charitable status for taxation purposes and to meet all of its obligations under the Acts administered by the Inland Revenue Department and the Department of Internal Affairs. 24. Audit 24.1. At each annual meeting the Board of Trustees may appoint an auditor, who is not a Trustee, to: (a) hold office from the conclusion of the meeting until the conclusion of the next annual meeting; and (b) audit the Trust’s statement of accounts, for the Financial Year following the meeting. 25. Restrictions on Payments and Private Pecuniary Profit 25.1. Nothing expressed or implied in this Deed shall permit the activities of the Trust or any business carried on by or on behalf of or for the benefit of the Trust to be carried on for the private pecuniary profit of any individual. 25.2 No Trustee nor any person associated with a Trustee (as defined by section OD7 of the Income Tax Act 2007) may participate in or materially influence any decision made by the Trust in respect of a payment to or on behalf of that Trustee or any such associated person of any income, benefit or advantage. 25.3. Without limiting clause 25.2, in relation to any business income derived by the Trust as defined by section CW42 of the Income Tax Act 2007, no person with any control over any business carried on by the Trust may direct or divert, to his or her own benefit or advantage, any amount derived by the Trust from the business. 25.4 None of the Trustees shall be paid any remuneration for the time spent as a Trustee, but, shall be entitled to be indemnified against, and reimbursed for, all other expenses properly and reasonably incurred in connection with the Trust as the Trustees may from time to time authorise or ratify by resolution. 26. Conflicts of Interest 26.1. A Trustee will be interested in a transaction or proposed transaction if he or she, or his or her business or family associated, will receive any income, benefit or advantage whatsoever from that transaction. 26.2. A Trustee must after becoming aware of the fact that he or she is interested in a transaction or proposed transaction of the Trust, disclose the nature and extent of the interest (including monetary value is it can be quantified) to the other Trustees. 26.3. No Trustee shall participate in, or materially influence, any decision made by the Trustees in respect of a transaction that he or she is interested in. 26.4 For the avoidance of doubt, the Trust may provide assistance to a Trustee or his or her business or family associate provided the other Trustees resolve that: (a) it is appropriate to do so in all the circumstances; and (b) clause 26.3 has been complied with. 27. Dispute Resolution 27.1 Where any dispute arises in relation to the interpretation or operation of any power or discretion contained in this Trust Deed or in relation to the exercise of any power or discretion conferred on any party under this Trust Deed, the Trustees will first attempt to resolve the matter by good faith negotiation. In the event resolution is not reached by negotiation, the Trustees may refer the matter to a third party intermediary, in the most cost effective manner available. 28. Entering into Contracts 28.1 Contracts on behalf of the Trust shall be made as follows: (a) Any contract which, if made by private persons, must be by deed shall be made in writing under the common seal (if the Trust is incorporated as a Trust Board), and attested by: (i) two Trustees; or (ii) one Trustee and a person expressly authorised by the Trustees; or (iii) an attorney 28.2 Any contract which, if made between private persons, must be in writing, signed by the parties, shall be made in writing signed by any person acting under the Trust’s authority, express or implied. 28.3. Any contract which, if made between private persons, may be made orally, and not reduced into writing, may be made orally by any person acting under the Trust’s authority, express or implied. 29. Variation of the Trust Deed 29.1. The Trustees may amend or add to this Deed by 75% majority, provided that no amendment or addition shall be made which: (a) changes the charitable status of the Trust for taxation purposes; (b) changes the charitable status of the Trust for taxation purposes; (b) permits the Trust Fund to be paid or applied other than to a charitable purpose as defined in the Income Tax Act 2007 or the Charities Act 2005 upon a winding up of the Trust; or (c) amends this clause 29. 29.2 Notwithstanding anything set out in clause 29.1, the Board of Trustees shall amend this Deed to comply with the Income Tax Act 2007 or the Charities Act 2005. 30. Registered Office 30.1. The registered office of the Trust will be determined by the Trustees from time to time by resolution and notified to the Registrar of Charitable Trusts at Wellington. 31. Trustee Liability, Indemnity and Insurance 31.1. No Trustee shall be liable for: (a) Any loss not attributable to dishonesty or to the wilful commission or omission by the Trustee of an act known to the Trustee to be a breach of trust; or (b) The neglect or default of any solicitor, bank, accountant, auditor, stockbroker, investment advisor or other agent employed in good faith by the Trustees. 31.2. Pursuant to section 13D of the Trustee Act 1956, it is intended by this clause that the duties imposed by Sections 13B and 13C of the Trustee Act 1956 shall not apply to any Trustee. 31.3 No Trustee shall be bound to take any proceedings against a co-Trustee or former Trustee for any breach or alleged breach of trust committed by such co-Trustee or former Trustee. 31.4. The Trustees (including retiring and former Trustees) will be entitled to a total indemnity from the Trust Fund for any loss or liability which they may incur in any way arising out of or in connection with the administration of the Trust, unless such loss or liability is attributable to: (a) Such Trustee’s dishonesty; or (b) The wilful commission or omission by such Trustee of an act known by such Trustee to be a breach of trust. 31.5. For the avoidance of doubt, no Trustee will be personally liable for any act, default or omission made by the Trust or by any other Trustee in good faith in the course of operations of the Trust. 31.6. The Board of Trustees may effect insurance for the Trustees and meet all costs associated with such insurance. 32. Winding Up 32.1. The Trust may be wound up on a unanimous resolution of all the Trustees. 32.2 If, on the winding up or dissolution of the Trust or its dissolution by the Registrar, any portion of the Trust Fund remains after satisfaction of all the costs, debts and liabilities in connection with the Trust, the Trustees must give or transfer that portion: (a) To some other charitable organisation or body having similar objects to the Trust; or (b) For some other charitable purpose within the meaning of the Income Tax Act 2007 or the Charities Act 2005, as may be nominated by the Trustees. 32.3. If the Board of Trustees is unable to make such decisions, the Trust Fund shall be disposed of in accordance with the directions of the High Court under section 27 of the Charitable Trusts Act 1957. 32.4. The receipt of the proper officer of such organisation referred to in clause 32.2(a) shall be a sufficient discharge to the Trustees and the Trustees will not be bound to further see the application of those funds and assets. 33. Governing Law 33.1. This Deed is governed by and construed in accordance with the laws of New Zealand. SIGNED by the Settlor ) ROSALIND LUCY ATKINSON ) in the presence of: ) Witness signature Witness Name Witness Occupation Witness Address SIGNED by the Settlor ) MARK JEFFERY WHITWELL ) in the presence of: ) Witness signature Witness Name Witness Occupation Witness Address SIGNED by the Settlor ) ROSALIND LUCY ATKINSON. ) in the presence of: ) Witness signature Witness Name Witness Occupation Witness Address SIGNED by the Settlor ) MARK JEFFERY WHITWELL ) in the presence of: ) Witness signature Witness Name Witness Occupation Witness Address