Rules of the Kinnoull Ecological Reserve Association
- NAME-GST REGISTRATION
- The Kinnoull Ecological Reserve Association (KERA) is duly
established pursuant to the provisions of Section 57 of the Goods and Services
Tax Act 1985 and its IRD number is 103-710-715.
- OBJECTS OF KERA
- To assist in the overall management and administration of Kinnoull Station comprising that block of land
shown in Schedule One.
- In particular KERA and its Secretary is to oversee the following:
- Maintenance of the common
ROWs marked A B C on the map in Schedule One.
Such ROW areas being more particularly described in Easement Instrument
8318069.6 ("Easement Instrument") which is registered against the legal
Titles which comprise the Kinnoull Station.
Such maintenance is to be according to the road maintenance plan in
- Maintenance of the Bridge
over the Karori Stream marked 'Bridge' on the map in Schedule One and the
extended section of South Makara Road being more particularly described in the
Easement Instrument as "the Bridge area" such maintenance to be according to
the Bridge Maintenance Plan as set out in Schedule Two.
- Pest Management Plan as set up in Schedule Three.
- Provisions set out in Land Covenants 8318069.8 and 8362482.1 in Schedule Four.
- Updating Fire Plan in Schedule Five.
- KERA and the Secretary in
managing Kinnoull Station must also take into account: The
Easement in Gross in favour of Wellington City Council and being more
particularly described in Easement Instrument 8318069.5 ("the Council's
- To be a member of KERA, any person or company must be an owner of one or more of
the legal titles which together comprise Kinnoull Station.
- KERA shall be managed by a Secretary appointed by the members of KERA. Southern Skies Consultants Ltd is the current Secretary.
- Subject to any resolution of the
general meeting of KERA the Secretary shall have control of and manage the
affairs of KERA and may employ such persons in the activities of KERA for such
purposes and at such remuneration as the Secretary from time to time think fit.
- The Secretary shall, in addition
to being reimbursed for any reasonable disbursements, be paid an annual fee of
$1,000 p.a. CPI adjusted.
- ATTORNEYS AND PROXIES OF KERA MEMBERS
- Any member of KERA may appoint
any person to be that member's attorney. The Appointee, while the Appointee
remains the attorney of the member, shall be entitled to notice of meetings of
KERA and to attend in the place of the Appointer and to take part in any meeting
and vote at any meeting.
- The Appointee shall vacate any
office held in KERA if and when the member appointing the Appointee ceases to be
- Any member may appoint any person
to be that member's proxy:
- To vote for any member at any general meeting or meetings or at any general meeting held during
any period, if the general meeting or meetings or period are specified in the
Instrument of Appointment; and
- to give consent to any Resolution that may be signed by members without holding a general meeting
during any period specified in the Instrument or relating to any subject
specified in the Instrument.
- GENERAL MEETINGS
- Ordinary General Meetings of the
Members shall be held at least once in every calendar year at such time and at
such place as the Secretary determines.
- In addition the Secretary may
call an extraordinary general meeting from time to time.
- Unless otherwise agreed
unanimously by the members of KERA fourteen (14) days notice shall be given of
every general meeting.
- No business shall be transacted
at any general meeting unless a quorum of members is present at the time when
the meeting proceeds. Save as otherwise provided in these Rules members of KERA holding at least 50% of the
total votes of KERA present in person or represented by proxy or attorney shall
form a quorum.
- If within a quarter of an hour
from the time appointed for the meeting a quorum is not present then the meeting
shall be dissolved.
- The members present at any
meeting shall choose one of their number or the proxy or attorney of the member
to be the Chairperson of the meeting. The Chairperson shall have a casting vote.
- At any general meeting each
member shall be entitled to one vote for each legal Title owned by such member.
||Number of votes
||563 South Makara Rd
||105 Noel Ashton Way
||237 Noel Ashton Way
||200 Noel Ashton Way
||178 Noel Ashton Way
||82 Noel Ashton Way
||192 Noel Ashton Way
||196 Noel Ashton Way
||314 Noel Ashton Way
||439 Noel Ashton Way
||74 Te Wai Komaru Way
||77 Te Wai Komaru Way
||89 Te Wai Komaru Way
||115 Te Wai Komaru Way
||22 Noel Ashton Way
||16, 15, 19
||568 South Makara Rd
||17-18, 1, 20
||1079 South Makara Rd
If, in the future, one of the titles is subdivided into two titles then
each new title will have one vote each.
- A Resolution put to a vote at any
meeting shall be determined by a majority of the votes of the members unless in
any particular case these Rules otherwise provide.
- If a poll is demanded or required
it shall be taken in such a manner as the Chairperson directs.
- A Resolution or consent in writing signed by
members holding two-thirds of the votes of KERA shall be as valid and effectual
as if it had been passed or given at a meeting of the members to be called and
- Minutes of the proceedings of
every general meeting of KERA shall be recorded in proper books kept for that
purpose, and shall be confirmed either at the meeting to which they relate or at
any subsequent meeting. The minute book so signed shall on production and without
further proof be prima facie evidence of the proceedings in it and of their regularity.
KERA's minute book shall be open for inspection by any member.
- ACCOUNTS AND PROFITS AND LOSSES
- The Secretary shall cause
accounts to be kept of all items of income and expenditure of KERA. The accounts
shall be balanced once at least in every year. Such Financial Accounts need not
be audited but a Resolution can be passed at any General Meeting require that
such Financial Accounts be independently reviewed by an Independent Chartered Accountant.
- The accounts shall be kept at the
office of the Secretary or at any other place or places as determined by the
Secretary and shall be open for inspection of each member.
- On 31 March (or such other date
as agreed upon by the members) in each year an account shall be taken for all of
the income and expenditure of KERA. A copy of the accounts shall be furnished to
each member who shall be bound by them unless some manifest error shall be
discovered in them.
- ANNUAL FEES
- Each member of KERA is required to pay the costs of ROW road, Bridge area
maintenance, Pest Control, Fire Management as more particularly detailed in the
Easement Instrument and the Land Covenant including the Secretary's annual fee
and disbursements. Such costs for the year ending the 31st of March 2010 are set
out in clause 6 of the Land Covenant in Schedule 4.
- DEFAULT BY MEMBER
- If any of the payments due to KERA by any
member remain unpaid after fourteen (14) days have elapsed from due date then
that member shall pay interest on the outstanding payment from due date to the
date on which the outstanding payment and all accrued interest is paid in full;
the interest rate payable being the interest rate which at that time would have
been charged to KERA by KERA's Bank on an overdraft facility.
- KERA shall be deemed to have a Caveatable
interest in each member's legal Title which comprises Kinnoull Station in
order to secure the payment of any unpaid moneys due to KERA by any member.
Notice of such unpaid moneys may be secured by the registration of a
Caveat against that member's legal Title.
- KERA shall be entitled to set off any moneys
due to any member against any moneys due by that member to KERA.
- TERMINATION OF MEMBERSHIP
- If a member shall sell or transfer his or her
interest in Kinnoull Station, resulting in the member no longer having an
interest in such Land forming part of Kinnoull Station then as from the date of
such Transfer the member shall cease to be a member of KERA. If such retiring
member is indebted to KERA the replacement member of
KERA will be responsible for the amount outstanding by the retiring member
subject to the provisions of clause 11.3.
- Each member hereby acknowledges and declares
that as a condition of sale of their legal interest in Kinnoull Station the
proposed Purchaser must agree to become a member of KERA and set out in the Land
Covenant and Easement Instrument duly registered against each title in Kinnoull
Station. Upon the purchaser becoming
the registered owner of any land in Kinnoull Station such purchaser is deemed to
be a member of KERA and liable for all the obligations of KERA as detailed in
this document, the Easement Instrument and the Land Covenant.
- Each member hereby acknowledges and declares
that as a condition of the sale of their legal interest in Kinnoull Station they
will pay to KERA all moneys outstanding to KERA up to and including the date of
sale of their legal interest.
PARTNERSHIP OR JOINT VENTURE
in this Agreement shall create or constitute, or be deemed to create or
constitute a partnership or joint venture between the parties nor to constitute
or create or be deemed to constitute or create a member as an agent of any other
party for any purpose whatsoever. No party shall have any authority or power to
bind or commit, act or represent or hold that party out as having authority to
act as an agent of or in any way to bind or commit the other party to any
disputes in question which may arise between members and/or KERA and/or the
Secretary shall be referred to a single arbitrator in case the parties agree
upon one otherwise to a single arbitrator to be appointed by the President for
the time being of the Wellington District Law Society and all the provisions of
the Arbitration Act 1996 shall apply accordingly.
- WINDING UP AND DISPOSITION OF SURPLUS ASSETS
- The Winding Up of KERA requires an
Extraordinary General Meeting as provided in clause 6.2.
- A quorum for such meeting is members of KERA
holding at least 85% of the total votes of KERA present in person or represented
by proxy or attorney.
- A Resolution for the Winding Up of KERA must
be by members of KERA holding at least 75% of the total votes of KERA present in
person or represented by proxy or attorney.
- If upon Winding Up or Dissolution of KERA
there remains, after satisfaction of all its debts and liabilities, any property
whatsoever the same shall be paid or distributed proportionally amongst the
members of KERA. The proportion to
be paid to each member shall be calculated in accordance with the proportionate
share provisions detailed in clause 9 of the Easement instrument.
- GOVERNING LAW
Agreement shall be governed by and interpreted according to the Laws of New
- Any demand or notice to a member shall be in writing and shall be duly signed,
mailed, faxed or emailed to the last address provided to the KERA by the Member.
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