Governance
Trust rules, trustees and members.
A clear look at how a New Zealand charitable trust is governed — who sits on it, what duties they carry, and how members participate.
Trustees
Legal decision-makers who hold trust property and are bound by fiduciary duties.
Members
Broader supporters who elect trustees, attend AGMs and endorse annual plans (where the deed provides for membership).
The deed
Your trust's constitution — the courts read it first when questions arise.
Trustee Duties
What the Trusts Act 2019 requires.
The Trusts Act 2019 (in force 30 January 2021) codifies trustee duties into mandatory and default categories. Mandatory duties cannot be modified by the trust deed.
Mandatory duties (Trusts Act 2019, s23–27)
- •Know the terms of the trust
- •Act in accordance with the terms of the trust
- •Act honestly and in good faith
- •Act for the benefit of the beneficiaries or the permitted purpose
- •Exercise powers for a proper purpose
Default duties (s28–38, unless modified)
- •General duty of care
- •Invest prudently
- •Not to exercise power for own benefit
- •Consider the exercise of power
- •Not to bind or commit trustees to future exercise of discretion
- •Avoid conflicts of interest
- •Impartiality between beneficiaries
- •Not to profit from trusteeship
- •Act unanimously (unless deed says otherwise)
Membership
How members participate.
Eligibility
Anyone 18+ who supports the trust's charitable purpose. Membership is granted by the trustees under the deed's rules.
Annual General Meeting (AGM)
Held within 6 months of financial year end. Members receive the annual report, approve financial statements, elect trustees where required.
Voting
One member, one vote (unless the deed provides otherwise). Quorum is set in the deed — typically 10% of members.
Rights
Right to receive notice of meetings, inspect the register of members, and receive audited financial statements.
Responsibilities
Uphold the values of the trust, disclose conflicts of interest, and support the trust's kaupapa.
Compliance obligations. Registered charities must file an annual return within 6 months of balance date, notify Charities Services of trustee changes within 3 months, and keep proper accounting records for at least 7 years. Failure can result in deregistration.