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
1. To assist in the overall management and administration of Kinnoull Station comprising that block of land shown in Schedule One.
2. 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 Schedule Two.
  - 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.
3. 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 Easement").
MEMBERSHIP
- 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.
SECRETARY
1. KERA shall be managed by a Secretary appointed by the members of KERA. Southern Skies Consultants Ltd is the current Secretary.
2. 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.
3. 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
1. 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.
2. The Appointee shall vacate any office held in KERA if and when the member appointing the Appointee ceases to be a member.
3. 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.

CT Identifiers	Address	Lot numbers	Number of votes
453964	563 South Makara Rd	2	1
500772	105 Noel Ashton Way	3	1
500773	237 Noel Ashton Way	4	1
772856	200 Noel Ashton Way	501	1
772857	178 Noel Ashton Way	502	1
500775	82 Noel Ashton Way	6	1
500776	192 Noel Ashton Way	7	1
500777	196 Noel Ashton Way	8	1
500778	314 Noel Ashton Way	9	1
772858	439 Noel Ashton Way	101, 14	1
772859	74 Te Wai Komaru Way	102	1
772860	77 Te Wai Komaru Way	111	1
772861	89 Te Wai Komaru Way	112	1
772862	115 Te Wai Komaru Way	121	1
453965	22 Noel Ashton Way	16, 15, 19	1
795252	568 South Makara Rd	17-18, 1, 20	1
267889	1079 South Makara Rd	13	2
Total			18

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 constituted.

MINUTES
1. 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
1. 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.
2. 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.
3. 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
1. 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.
2. 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.
3. 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
1. 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.
2. 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.
3. 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.
NO PARTNERSHIP OR JOINT VENTURE
- Nothing 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 obligation.
ARBITRATION
- All 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
1. The Winding Up of KERA requires an Extraordinary General Meeting as provided in clause 6.2.
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.
3. 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.
4. 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
- This Agreement shall be governed by and interpreted according to the Laws of New Zealand.
NOTICES
- 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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