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2014-11-20 Noosa Biosphere Management Arrangements - Trust Deed - Attachment 1
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ATTACHMENT 1
Ref. Ordinary Meeting Report, 20 November 2014
Item 1, Page 22
Noosa Biosphere Reserve Trust
Version: 1
Level 11 Central Plaza Two 66 Eagle Street Brisbane QLD 4000 GPO Box 1855 Brisbane QLD 4001 Australia ABN 42 721 345 951
Telephone 07 3233 8888 Fax 07 3229 9949
Offices Brisbane Newcastle Sydney www.mccullough.com.au
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Section 2
Table of contents
Background -------------------------------------------------------------------------------------------------- 3
Agreed terms ------------------------------------------------------------------------------------------------ 3
1 Name ------------------------------------------------------------------------------------------------- 3
2 Definitions and interpretation --------------------------------------------------------------------- 3
2.1 Definitions 3
2.2 Interpretation 5
2.3 Headings 5
3 Declaration of trust --------------------------------------------------------------------------------- 5
4 Purposes --------------------------------------------------------------------------------------------- 6
4.1 Trust Purposes 6
4.2 Application of income and capital 6
4.3 Factors Trustee may consider 6
4.4 Policies and rules 6
4.5 Trustee may accumulate income 7
5 Non-profit nature of the Trust--------------------------------------------------------------------- 7
5.1 Non-profit 7
5.2 Uncommercial transactions 7
6 Determinations to be recorded -------------------------------------------------------------------- 8
6.1 Determinations to be in writing 8
6.2 Once recorded, decisions are irrevocable 8
7 Power to make conditional decision -------------------------------------------------------------- 8
8 Trustee ----------------------------------------------------------------------------------------------- 8
8.1 Sole trustee a body corporate 8
8.2 Retirement and appointment of a new Trustee 8
8.3 This deed prevails 8
9 Trustee’s powers------------------------------------------------------------------------------------ 8
9.1 Investment 8
9.2 Other powers 8
9.3 Powers are supplementary 10
10 Liability for breaches of trust---------------------------------------------------------------------10
11 Indemnity of Trustee from Trust Fund ----------------------------------------------------------10
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Section 3
12 Books of account and receipts -------------------------------------------------------------------10
12.1 Trustee to keep accounts 10
12.2 Financial statements 11
12.3 Audit 11
12.4 Receipts 11
13 Advisory Committees ------------------------------------------------------------------------------11
14 Patrons --------------------------------------------------------------------------------------------- 11
15 Amending this deed -------------------------------------------------------------------------------12
15.1 Power to amend, vary or revoke 12
15.2 Limitations on power to amend, vary or revoke 12
16 Trustee’s remuneration ---------------------------------------------------------------------------12
17 General ---------------------------------------------------------------------------------------------12
17.1 Receipts by others 12
17.2 Trustee’s discretion 12
17.3 Personal interest of Trustee 12
17.4 Delegation of powers 13
17.5 Trustee’s receipts 13
17.6 Trustee’s decisions 13
17.7 Privilege and disclosure 13
18 Winding up -----------------------------------------------------------------------------------------13
19 Gift Fund --------------------------------------------------------------------------------------------13
19.1 Establishing and maintaining a Gift Fund 13
19.2 Management and administration of the Gift Fund 14
19.3 Use of the Gift Fund 14
19.4 Non-conduit policy 14
19.5 Receipts 14
19.6 Winding up 15
19.7 Notice to regulators 15
19.8 Invitation to donate to the Gift Fund 16
19.9 Gift Fund forms part of the Trust 16
19.10 Agreement to abide by Ministerial Rules 16
19.11 Statistical information 16
20 Governing law--------------------------------------------------------------------------------------16
20.1 Applicable law 16
20.2 Situs of Trust 16
Execution ---------------------------------------------------------------------------------------------------- 17
30672865v4 | Noosa Biosphere Reserve Trust ii
Section 4
Trust Deed for the Noosa Biosphere Reserve Trust
Dated
Settlor Lesleigh Mayes
of Level 11, 66 Eagle Street, Brisbane, Queensland 4000
Trustee Noosa Biosphere Reserve Foundation Ltd
of 9 Pelican Street, Tewantin, Queensland 4565
Background
A The Settlor wishes to establish a trust for the public charitable purposes of advancing the natural
environment of the Noosa Biosphere Reserve.
B The Settlor has paid the Settled Sum to the Trustee to hold on the trusts outlined in this deed.
C The Trustee has power, among other things, to act as the trustee of the Trust.
Agreed terms
1 Name
The Trust is to be known as the ‘Noosa Biosphere Reserve Trust’.
2 Definitions and interpretation
2.1 Definitions
In this deed:
Term Definition
Advisory Committee means a committee established under clause 13.
Associate has the meaning outlined in section 78A Income Tax
Assessment Act 1936 (Cth) as if the reference to the donor in
that section were a reference to the person who under this
deed is referred to in relation to the Associate.
Australian Biosphere means the Australian Biosphere Reserve Management
Reserve Management Principles as made under Schedule 7 of the Environment
Principles Protection and Biodiversity Conservation Regulations 2000
(Cth).
Commissioner means the Commissioner of Taxation, a Second
Commissioner of Taxation or a Deputy Commissioner of
Taxation.
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Section 5
Term Definition
Corporations Act means Corporations Act 2001 (Cth).
Donor means the donor of a gift to the Trust.
Financial Year means:
(a) the period from the date of this deed to the following
30 June;
(b) each period of 12 months beginning on 1 July and
ending on 30 June in each year; and
(c) the period from the last 1 July before the winding up
of the Trust until the date the Trust is wound up,
or any other period that the Trustee decides from time to
time.
Noosa Biosphere Reserve means the Noosa Biosphere Reserve area as designated
under the UNESCO Man and the Biosphere Program as may
be varied from time to time.
Publicly Responsible Person means a person who has a degree of responsibility to the
community as a whole including a person who:
(a) performs a public function;
(b) belongs to a professional body which has a
professional code of ethics and rules of conduct;
(c) has received formal recognition from the government
for their services to the community; or
(d) falls within the description of the term of ‘responsible
person’ approved by the Commissioner of Taxation or
other relevant Commonwealth authority,
and who, unless the Commissioner of Taxation otherwise
agrees, is not an associate of the Trustee or an associate of a
director of the Trustee other than:
(e) in a professional capacity; or
(f) as a director.
Settled Sum means $10.
Trust means the trust established under this deed.
Trustee means:
(a) as at the date of this deed – Noosa Biosphere
Reserve Foundation Ltd; and
(b) in all cases – the trustee or trustees for the time
being of the Trust, or any one or more of them,
whether original, additional or substituted.
Trust Fund means:
(a) the Settled Sum;
(b) any other money or any Property the Settlor or
another person gifts, transfers, assigns or vests to the
Trustee to be held upon the Trust;
(c) any other money or Property acquired by the Trustee
under this deed;
(d) the investments into which any money or Property
may be converted under this deed;
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Section 6
Term Definition
(e) any income or capital gain accumulated by the Trustee
under this deed; and
(f) any income of the Trust not yet applied under clause
4.2.
Trust Purposes mean the purposes set out under clause 4.1.
UNESCO means the United Nations Educational, Scientific and Cultural
Organisation.
UNESCO Man and the means the intergovernmental scientific programme under the
Biosphere Program name ‘Man and the Biosphere Program’ that is facilitated by
UNESCO.
2.2 Interpretation
In this deed:
(a) a reference to a clause, schedule, annexure or party is a reference to a clause of, and a
schedule, annexure or party to, this deed and references to this deed include any
schedules or annexures;
(b) a reference to a party to this deed or any other deed or agreement includes the party’s
successors, permitted substitutes and permitted assigns;
(c) if a word or phrase is defined, its other grammatical forms have a corresponding
meaning;
(d) a reference to a deed or agreement (including a reference to this deed) is to that deed or
agreement as amended, supplemented, varied or replaced;
(e) a reference to this deed includes the agreement recorded by this deed;
(f) a reference to legislation or to a provision of legislation (including subordinate legislation)
is to that legislation as amended, re-enacted or replaced, and includes any subordinate
legislation issued under it;
(g) a reference to a person includes a corporation, trust, partnership, unincorporated body,
government and local authority or agency, or other entity whether or not it comprises a
separate legal entity; and
(h) a reference to ‘month’ means calendar month.
2.3 Headings
Headings are used for convenience only and do not affect the interpretation of this deed.
3 Declaration of trust
The Settlor and the Trustee declare that the Trustee must hold the Trust Fund on the trusts, with
the powers and subject to the provisions in this deed.
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Section 7
4 Purposes
4.1 Trust Purposes
The purposes of the Trust are protecting and enhancing the natural environment by:
(a) advancing the conservation and enhancement of natural ecosystems and biodiversity of
the Noosa Biosphere Reserve;
(b) advancing environmental research, education and information related to the Noosa
Biosphere Reserve;
(c) fostering economic and human development that is environmentally and socially
sustainable and culturally appropriate;
(d) developing and implementing a management plan for the Noosa Biosphere Reserve that
is aligned with UNESCO Man and the Biosphere Program and Australian Biosphere
Reserve Management Principles; and
(e) monitoring performance of the Noosa Biosphere Reserve and reporting to UNESCO and
the Noosa community; and
(f) protecting and managing the Property of the Trust.
4.2 Application of income and capital
The Trustee must hold the Trust Fund on trust to pay or apply the income and, if and so far as it
thinks fit, all or any part of the capital of the Trust Fund for the purpose of providing money,
Property or benefits towards the advancement of the Trust Purposes.
4.3 Factors Trustee may consider
In exercising its discretions under clause 4.2, but subject to the Trust Purposes, the Trustee may
have regard to:
(a) any recommendations of an Advisory Committee; and
(b) the provisions and objects, so far as they are consistent with the Trust Purposes, of any
other trust (including a trust established by a testamentary instrument) where:
(i) the capital of that other trust has been transferred to or otherwise vested in the
Trustee to hold on the trusts of this deed; and
(ii) the trustee of the other trust has requested the Trustee to recognise the
provisions or objects of the other trust in exercising the Trustee’s discretions and
powers under this deed.
4.4 Policies and rules
For the purpose of paying or applying the income or capital, the Trustee may:
(a) formulate policies;
(b) make rules in connection with a policy; and
(c) revoke or amend a policy or rule and formulate others.
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Section 8
4.5 Trustee may accumulate income
In exercising its discretions under clause 4.2, the Trustee may, in any Financial Year, choose to
accumulate and retain so much of the income of the Trust as it sees fit.
5 Non-profit nature of the Trust
5.1 Non-profit
(a) The income and capital of the Trust must only be applied for the Trust Purposes.
(b) No income or capital of the Trust may be paid or transferred, directly or indirectly, to:
(i) the Settlor;
(ii) the Trustee (or any member, director, employee, agent or officer of the Trustee);
(iii) a Donor; or
(iv) an Associate of the Settlor, the Trustee or a Donor,
except for transfers made:
(v) in return for services rendered or goods supplied by a person to the Trust in the
ordinary and usual course of business;
(vi) in the course of furthering the Trust Purposes; or
(vii) as principal payments on money lent by a person, and interest payments if the
interest is at a commercial rate.
(c) Any surplus Property remaining after winding up of the Trust must not be distributed
other than under clauses 16, 18 or 19, as applicable.
5.2 Uncommercial transactions
The Trust must not enter into any transaction which, at the time it is entered into:
(a) would not be reasonable in the circumstances, or is on terms more favourable to the
recipient than, if the transaction were conducted on an arm’s length basis; and
(b) a reasonable person in the position of the Trustee would not have entered into having
regard to all relevant circumstances,
unless the payment or application is:
(c) made under clause 16; or
(d) approved by the Commissioner.
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6 Determinations to be recorded
6.1 Determinations to be in writing
Any decision of the Trustee under clause 4.2 must be recorded in written minutes signed by the
Trustee or, where the Trustee is a company, in written minutes recording a resolution of a
majority of the directors and signed in the manner provided by its constitution.
6.2 Once recorded, decisions are irrevocable
Once a decision made under clause 4.2 has been recorded under clause 6.1, it is irrevocable with
respect to the income and the capital to which it relates.
7 Power to make conditional decision
The Trustee:
(a) may make a decision under clause 4.2 conditional on the beneficiary using the income or
capital the subject of the decision for a particular purpose, project or activity; and
(b) is not obliged to distribute the income or the capital the subject of the conditional
decision to the beneficiary if the Trustee is not satisfied that the beneficiary will use the
income or capital for the specified purpose, project or activity.
8 Trustee
8.1 Sole trustee a body corporate
At all times, the sole trustee of the Trust must be a body corporate, of which the majority of
directors are Publicly Responsible Persons.
8.2 Retirement and appointment of a new Trustee
The Trustee may at any time retire and appoint a new Trustee.
8.3 This deed prevails
If there is any inconsistency between the provisions of this deed and the constitution of the
Trustee, this deed prevails.
9 Trustee’s powers
9.1 Investment
The Trustee must invest money of the Trust Fund only in a way in which trustees are permitted
to invest under the laws of Australia or of any State or Territory of Australia.
9.2 Other powers
The Trustee may:
(a) change an investment for any others or vary the terms and conditions on which an
investment is held;
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Section 10
(b) sell or otherwise dispose of the whole or any part of the investments or Property of the
Trust Fund;
(c) borrow or raise or secure the payment of money and secure the repayment of any debt,
liability, contract, guarantee or other engagement in any way and, in particular, by
mortgage, charge, lien, encumbrance, debenture or other security, fixed or floating, over
any present or future asset of any kind and wherever situated;
(d) take and act on the opinion of a barrister or solicitor practising in Australia about the
interpretation or effect of this deed or any of the trusts or powers of this deed without
responsibility for any loss or error resulting from doing so, but this provision does not
stop the Trustee from applying to a court of competent jurisdiction for a ruling on any
matter;
(e) take any action for the adequate protection or insurance of any part of the Trust Fund;
(f) purchase, draw, make, accept, endorse, discount, sign and issue promissory notes, bills
of exchange, and other negotiable or transferable instruments of any kind;
(g) subject to the trusts of this deed, generally:
(i) perform any administrative act; and
(ii) pay or deduct all costs, charges, commissions, stamp duties, imposts, outgoings
and expenses of or incidental to the Trust Fund or its management or which the
Trustee thinks fit to pay or deduct (whether or not the Trustee is under any legal
obligation to make the payment) or in connection with the preparation, execution
and stamping of this deed, as though the Trustee were the absolute owner of the
Trust Fund and the income of the Trust Fund;
(h) attract and encourage donations, gifts (by will or otherwise), endowments, trust
distributions and other forms of financial assistance to or for the benefit of the Trust;
(i) employ and pay or provide any benefit for any employee (not being a relative or
Associate of the Settlor or the Trustee or a relative or Associate of a director or
shareholder of the Settlor or the Trustee) without being responsible for the default of the
employee or for any loss occasioned by the employment;
(j) engage and pay any agent, contractor or professional person without being responsible
for the default of the agent, contractor or employee or for any loss occasioned by the
engagement;
(k) sponsor, organise and undertake fund raising activities and arrange for the issue of
appeals to the public for donations;
(l) accept as part of the Trust Fund any gifts (by will or otherwise), donations, settlements
or other dispositions in money, moneys worth or Property to or in favour of the Trust
Fund and either retain them in their original form without selling or converting them into
money, or invest, apply or deal with them in any way that the Trustee may invest, apply
or deal with the Trust Fund under this deed;
(m) decline or otherwise refuse to accept as part of the Trust Fund any gift (by will or
otherwise), donation, settlement or other disposition in money, moneys worth or
Property;
(n) manage any real Property it holds with all the powers of an absolute owner; and
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Section 11
(o) do all other things incidental to the exercise of the Trustee’s powers under this deed.
9.3 Powers are supplementary
The powers and discretions in clause 9.2 are to be treated as supplementary or additional to the
powers vested in trustees by law.
10 Liability for breaches of trust
The Trustee, and any officer, agent or employee of the Trustee, where purporting to act in the
exercise of the trusts and powers of this deed, is:
(a) not liable for any loss or liability; and
(b) entitled to be indemnified from the Trust Fund in respect of any loss or liability,
unless the loss or liability is attributable to:
(c) the dishonesty of the Trustee, or an officer, agent or employee of the Trustee;
(d) gross negligence or recklessness of the Trustee, or an officer, agent or employee of the
Trustee; or
(e) a deliberate act or omission known by the Trustee, or an officer, agent or employee of
the Trustee to be a breach of trust.
11 Indemnity of Trustee from Trust Fund
Subject to clause 10, the Trustee is entitled to be indemnified out of the Trust Fund in respect of:
(a) all costs and expenses incurred by the Trustee relating to:
(i) entering into this deed or any deed amending this deed;
(ii) establishing, operating, administering, amending, terminating and winding up the
Trust; or
(iii) otherwise in respect of the Trust and all matters incidental to the Trust; and
(b) all liability incurred (including liability for income tax and any other taxes and all fines and
penalties payable in respect of those taxes) and acts and things done in connection with
or resulting from the matters referred to in clause 11(a) including, but not limited to, the
Trustee performing its duties and exercising its powers, rights and discretions under this
deed.
12 Books of account and receipts
12.1 Trustee to keep accounts
The Trustee must keep or cause to be kept proper accounts in respect of all receipts and
payments on account of the Trust Fund and of all dealings connected with the Trust Fund.
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Section 12
12.2 Financial statements
As soon as practicable after the end of each Financial Year the Trustee must prepare or cause to
be prepared a financial statement showing the financial position of the Trust Fund at the end of
that Financial Year.
12.3 Audit
If required by law to be audited, the financial statements of the Trust Fund must be audited by a
person registered, or taken to be registered as an auditor under part 9.2 Corporations Act.
12.4 Receipts
Receipts issued for gifts must state:
(a) the name of the Trust Fund;
(b) the Australian Business Number applicable to the Trust; and
(c) the fact that the receipt is for a gift.
13 Advisory Committees
(a) The Trustee may establish Advisory Committees and appoint and remove, or make
provision for the appointment and removal of, members of the Advisory Committee.
(b) Each Advisory Committee may consist of a single individual or the number of individuals
that the Trustee decides.
(c) The functions of each Advisory Committee will be decided by the Trustee and, subject to
the Trustee’s decision, may, for example, advise the Trustee on certain environmental
issues connected with the Noosa Biosphere Reserve or how payments or applications of
income and capital should be made under clause 4.2.
(d) The Trustee may specify:
(i) the manner in which proceedings of each Advisory Committee are to be
conducted;
(ii) the matters which the Advisory Committee must have regard to in carrying out its
functions; and
(iii) any other matters concerning the Advisory Committee or its functions that the
Trustee decides.
(e) To avoid any doubt, it is declared that the Trustee may appoint a single individual to act
as an Advisory Committee.
14 Patrons
The Trustee may appoint any persons it thinks fit as patrons of the Trust.
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Section 13
15 Amending this deed
15.1 Power to amend, vary or revoke
The Trustee may by deed revoke, add to or vary any of the trusts, powers and provisions set out
in this deed.
15.2 Limitations on power to amend, vary or revoke
Despite clause 15.1, any revocation of, addition to or variation of this deed must not without the
consent of the Commissioner have the effect that:
(a) the Trust Purposes would be altered in any way;
(b) the Trustee would be authorised to invest money of the Trust Fund other than in a
manner in which the Trustee is permitted to invest under the laws of Australia or of any
State or Territory of Australia; or
(c) the Trust would fail for any reason.
16 Trustee’s remuneration
Subject to clause 5, the Trustee may charge and be paid out of any part of the Trust Fund the
remuneration that the Trustee considers to be fair and reasonable. However, the maximum
remuneration charged by the Trustee in respect of any Financial Year must not exceed the
maximum commission chargeable by trustee companies under the Corporations Act in respect of
that Financial Year.
17 General
17.1 Receipts by others
The receipt of the person purporting to be the treasurer, secretary or other proper officer of any
recipient of a payment or application of income or capital from the Trust Fund is a sufficient
discharge to the Trustee and the Trustee need not see to the application of the payment or
application.
17.2 Trustee’s discretion
Except where there is an express contrary provision in this deed, every discretion given to the
Trustee is absolute and uncontrolled and every power given to it is exercisable at its absolute and
uncontrolled discretion.
17.3 Personal interest of Trustee
The Trustee and any person who is a director or member of the Trustee may exercise or concur
in exercising all powers and discretions given by this deed or by law (including making any
investment authorised under clause 9.1) even though the Trustee, or any person who is a
director or member of the Trustee:
(a) has or may have a direct or personal interest or a conflict of fiduciary duty in the method
or result of exercising the power or discretion; or
(b) may benefit either directly or indirectly from the exercise of any power or discretion,
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Section 14
and even if the Trustee is a sole trustee.
17.4 Delegation of powers
The Trustee may by power of attorney or otherwise delegate to any person any of the
discretionary or other powers given to it under this deed. The execution or exercise of any of the
trusts or powers of this deed by an attorney or delegate is valid and effectual and binds all
persons interested in the Trust Fund.
17.5 Trustee’s receipts
The Trustee may receive capital and other money and give valid receipts for all purposes
including:
(a) those of any statute; and
(b) the receipt of any capital money which may or may not be deemed to be capital money
for the purposes of any law relating to settled land.
17.6 Trustee’s decisions
(a) The Trustee may decide:
(i) whether any money is to be considered as capital or income;
(ii) whether any expense, outgoing or other payment ought to be paid out of capital
or income; and
(iii) all questions and matters of doubt arising in the execution of the trusts of this
deed.
(b) Every decision on these matters, whether made on a question actually raised or implied
in the acts or proceedings of the Trustee, is conclusive and binds all persons interested
under this deed.
17.7 Privilege and disclosure
The Trustee is not required to disclose any reasons for any decision made under this deed. Any
memos or other material recording any decision as to an exercise of discretion or obtained for the
purpose of coming to that decision are, at the option of the Trustee, privileged.
18 Winding up
If, on the winding up of the Trust, any Property remains after the satisfaction of all its debts and
liabilities, the Trustee must give and transfer the Property to or for one or more funds, authorities
or institutions which are charitable at law and have similar purposes to the Trust Purposes.
19 Gift Fund
19.1 Establishing and maintaining a Gift Fund
(a) The Trustee must establish and maintain a separate bank account to be called ‘Noosa
Biosphere Reserve Trust Fund’ (Gift Fund):
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Section 15
(i) to which Gifts and Deductible Contributions are made or credited;
(ii) to which any money received because of those Gifts and Deductible Contributions
(including the income from the investment of all or part of the Gift Fund) are
credited; and
(iii) that does not receive any other money or Property.
(b) The objective of the Gift fund is to advance the purposes in clause 4.1.
(c) The Trustee must establish and maintain clear accounting procedures for the Gift Fund.
19.2 Management and administration of the Gift Fund
The Gift Fund must be managed and administered by the board of the Trustee or an Advisory
Committee of the Trustee, a majority of the members of which must at all times be directors who
are Publicly Responsible Persons.
19.3 Use of the Gift Fund
(a) The Gift Fund must be used solely for the purposes in clause 4.1.
(b) The Gift Fund will be operated on a not-for-profit basis.
(c) No income or Property from the Gift Fund may be paid or transferred, directly or
indirectly, to a director of the Trustee or a member of the Trustee except as
reimbursement for out of pocket expenses incurred on behalf of the Trustee or proper
remuneration for administrative services.
(d) The Trustee must use the following only for Gift Fund purposes:
(i) Gifts made to the Gift Fund; and
(ii) any money received because of those Gifts (including the income from the
investment of all or part of the Gift Fund).
19.4 Non-conduit policy
(a) The Trustee must not be directed or influenced by the preference of a donor to allocate
the funds or Property to other persons or organisations.
(b) The Trustee must not act as a collection agency for Deductible Contributions intended by
a donor to be passed on to other persons or organisations.
(c) Despite clauses 19.4(a) and 19.4(b), the Trustee may apply funds from the Gift Fund to
any other fund or organisation that will further the purposes in clause 4.1.
19.5 Receipts
(a) Receipts for Gifts and Deductible Contributions to the Gift Fund must be issued in the
name of the Gift Fund and must state the information required in the applicable
provisions of division 30 ITAA.
(b) At a minimum, the receipts issued for Gifts and Deductible Contributions must state:
(i) the name of the Trust;
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(ii) the Trust’s Australian Business Number (ABN);
(iii) the name of the Gift Fund;
(iv) the number of the receipt;
(v) the date that the Gift or Deductible Contribution was received;
(vi) the name and a signature of the person authorised to act on behalf of the Gift
Fund to receive the Gift or Deductible Contribution;
(vii) the name of the donor;
(viii) an indication that the Gift Fund is listed on the Commonwealth Register of
Environmental Organisations under item 6.1.1 of subsection 30-55(1) ITAA;
(ix) the amount that is for the Gift or Deductible Contribution;
(x) if money, the amount of the contribution; and
(xi) if Property, a description of the contribution.
19.6 Winding up
(a) At the first occurrence of:
(i) the winding up of the Trust; or
(ii) the Trust ceasing to be endorsed as a deductible gift recipient under
subdivision 30-BA ITAA,
any surplus assets of the Gift Fund must be transferred to one or more fund, authority or
institution:
(iii) with objects similar to the objects of the Trust;
(iv) whose constitution or governing document prohibits the distribution of its income
and Property among its members or trustees to an extent at least as great as is
imposed under this deed; and
(v) to which Gifts and Deductible Contributions are deductible under item 6.1.1 of
section 30-55 under division 30 ITAA.
(b) The fund, authority or institution to receive the surplus assets of the Gift Fund under
clause 19.6(a) must be decided by the Trustee. If the Trustee does not decide, the
decision must be referred to the Supreme Court in accordance with clause 20.1.
19.7 Notice to regulators
The Trust must notify the Commonwealth department responsible for the environment, and any
other relevant regulator, if:
(a) the name of the Trust or Gift Fund are altered;
(b) there is a change to the management committee of the Gift Fund; or
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Section 17
(c) a special resolution is passed materially altering clause 4.1.
19.8 Invitation to donate to the Gift Fund
The Trust invites the public to make Gifts to the Gift Fund.
19.9 Gift Fund forms part of the Trust
To avoid any doubt, it is declared that the Gift Fund forms part of the Trust and is bound by this
deed.
19.10 Agreement to abide by Ministerial Rules
The Trust agrees to comply with any rules that the relevant Commonwealth Minister responsible
for the environment and Commonwealth Treasurer impose and ensure that Gifts made to the Gift
Fund are used only for its principal purpose.
19.11 Statistical information
(a) The Trust agrees to provide any statistical information that is requested by the
Commonwealth department responsible for the environment on donations to the Gift
Fund within the four months of the end of the financial year.
(b) An audited financial statement for the Trust and Gift Fund will be supplied with the
annual statistical return. The statement will provide information on the expenditure of
the Gift Fund monies and the management of the Gift Fund assets.
20 Governing law
20.1 Applicable law
This deed is governed by the laws of Queensland.
20.2 Situs of Trust
The situs of the Trust and of the Trust Fund is deemed to be Queensland.
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Execution Executed as a deed Signed sealed and delivered by Lesleigh Mayes: Signature Witness’ signature Full name Full name of witness Signed sealed and delivered by Noosa Biosphere Reserve Foundation Ltd by: Director Director/Secretary Full name of Director Full name of Director/Secretary 30672865v4 | Noosa Biosphere Reserve Trust 17