Purpose

To set out in one place what the Trust is for, who is on the board, what each trustee and office-bearer is responsible for, and how the board works with the Executive Officer, so that everyone starts from the same understanding.

Policy

1. 1.1.1
   What the Trust is for. The deed’s mission is to contribute to the health and wellbeing of Pacific people experiencing disability and Pacific older people in Aotearoa New Zealand. It does this by promoting, developing and providing quality information, educational programmes, resources and activities that remove attitudinal, social and environmental barriers to their participation (Clause 3.1.1 (opens the deed text), PIASS Trust Deed). The Trust’s activities are limited to Aotearoa New Zealand (Clause 6 (opens the deed text), PIASS Trust Deed).
2. 1.1.2
   Values that guide every policy. The deed lists values the Trust adopts to guide its policies, procedures and practices (Clause 4.1 (opens the deed text), PIASS Trust Deed). They include best-practice governance, transparency at all levels, promoting the rights, empowerment and self-sufficiency of Pacific disabled and older people, strength-based principles, good relationships with disabled and older people and their families, respect for cultural diversity, and a consultative relationship with tangata whenua about Māori culture, values and beliefs and the Treaty of Waitangi (Clause 4.1.7 (opens the deed text), PIASS Trust Deed). [The board confirms or refreshes the Trust’s vision, mission and values after the strategy session, and adds them here.]
3. 1.1.3
   Who is on the board. The Board of Trustees has no fewer than three and no more than eight trustees. At least half come from the Pacific disability and older peoples’ community (Clauses 8.1 (opens the deed text), 8.2 (opens the deed text) and 8.8 (opens the deed text), PIASS Trust Deed). Board meetings are covered in Policy 1.2, and trustee appointments in Policy 1.6.
4. 1.1.4
   What the board does. The board sets the Trust’s purpose and direction, agrees the strategy and budget, adopts policies, appoints and oversees the Executive Officer, manages risk, checks results, and answers to the people the Trust serves, to funders and to regulators. The board holds the Trust’s income, funds and property for its charitable purposes and for no other purpose (Clause 11.1 (opens the deed text), PIASS Trust Deed).
5. 1.1.5
   Trustee duties. Each trustee must know the terms of the Trust and act in line with them, act honestly and in good faith, act for the purposes of the Trust, and use their powers only for proper purposes. The default duties also include acting with care and skill, investing prudently, avoiding conflicts of interest, acting impartially, and not taking a reward for acting as a trustee. These duties come from the Trusts Act 2019. A trustee’s duty is to the whole Trust, not only to the group or family who put them forward.
6. 1.1.6
   Office-bearers. Trustees elect a Chairperson, a Vice Chairperson and a Treasurer from among themselves each year (Clause 8.3 (opens the deed text), PIASS Trust Deed). A Secretary is appointed from outside the board. Their roles are set out below.
7. 1.1.7
   Collective responsibility. The board acts as a whole. An individual trustee has no authority on their own (see Policy 1.4).
8. 1.1.8
   Officers under the Charities Act. Trustees, and anyone else with significant influence over the Trust’s decisions, are officers of the charity. Officers are responsible for helping the Trust achieve its charitable purposes and comply with the Charities Act 2005. The board keeps the officer details on the Charities Register up to date (see Policy 1.6).
9. 1.1.9
   More than one role. A person may hold more than one role, for example trustee and Executive Officer. The board records each role, and the person says which role they are acting in (see Policies 1.3 and 1.4).

Roles of the office-bearers and the Executive Officer

1. 1.1.10
   Chairperson. Chairs board meetings and keeps them to the agenda. Is the usual contact between the board and the Executive Officer between meetings. Speaks for the board when the board has agreed what to say. Signs confirmed minutes and, with another trustee, signs documents under the common seal (Clause 14.2 (opens the deed text), PIASS Trust Deed).
2. 1.1.11
   Vice Chairperson. Acts for the Chairperson when the Chairperson is absent or has a conflict of interest (Clauses 9.1.5 (opens the deed text) and 14.2 (opens the deed text), PIASS Trust Deed).
3. 1.1.12
   Treasurer. Makes sure that true and fair accounts are kept of all money received and spent (Clause 13.3 (opens the deed text), PIASS Trust Deed), and reports on the Trust’s finances to every board meeting.
4. 1.1.13
   Secretary. Appointed from outside the board. Tells trustees about meetings, keeps the minute book, and keeps the registers in this manual (Clauses 9.2 (opens the deed text) and 9.3 (opens the deed text), PIASS Trust Deed).
5. 1.1.14
   Executive Officer. Runs the Trust day to day under a delegation from the board (Clause 12 (opens the deed text), PIASS Trust Deed), within the limits in Policy 1.4, and reports to the board through the Chairperson. [The board confirms the title the Trust uses: Executive Officer or General Manager.]

Procedure

Each year

1. 1.1.15
   At the first meeting of each financial year, the board elects its office-bearers (Clause 8.3 (opens the deed text), PIASS Trust Deed) and confirms the Secretary.
2. 1.1.16
   The Secretary updates the office-holders record below, and tells the bank, funders and insurer of any changes.
3. 1.1.17
   The board reviews this charter and records the review in the minutes.

When someone joins or leaves the board or an office

1. 1.1.18
   Follow the induction and handover steps in Policy 1.6.
2. 1.1.19
   Update the office-holders record and the Charities Services officer details.

Office-holders record: entry format

Each entry is written as the following labelled lines.

Role: [for example Chairperson]

Name: [name]

Body: [Board of Trustees]

Appointed or elected on: [date]

Confirmed by: [minute reference]

Ended on: [date, if the person has left the role]

Records

The office-holders record is kept by the Secretary. It lets the Trust show a bank, funder or lawyer who holds which office and how that is confirmed. It is updated after every election, appointment or resignation, and reviewed at the first meeting of each financial year.

Legal and deed references

• PIASS Trust Deed, Clauses 3 (opens the deed text) and 4 (opens the deed text): the Trust’s mission, and the values that guide its policies, procedures and practices, including a consultative relationship with tangata whenua and the Treaty of Waitangi (Clause 4.1.7 (opens the deed text)).
• PIASS Trust Deed, Clause 6 (opens the deed text): the Trust’s activities are limited to Aotearoa New Zealand.
• PIASS Trust Deed, Clauses 8.1 to 8.3 (opens the deed text) and 8.8 (opens the deed text): the size of the board, the community membership rule, the office-bearers, and the name of the board.
• PIASS Trust Deed, Clauses 9.1.5 (opens the deed text), 9.2 (opens the deed text) and 9.3 (opens the deed text): who chairs when the Chairperson and Vice Chairperson are absent, notice of meetings by the Secretary, and the minute book.
• PIASS Trust Deed, Clause 11.1 (opens the deed text): income, benefit and advantage are applied to the Trust’s charitable purposes.
• PIASS Trust Deed, Clause 12 (opens the deed text): the board’s power to delegate to a General Manager.
• PIASS Trust Deed, Clauses 13.3 (opens the deed text) and 14.2 (opens the deed text): the Treasurer’s duty to keep true and fair accounts, and use of the common seal.
• Charitable Trusts Act 1957: the board is incorporated under this Act.
• Trusts Act 2019: the mandatory and default duties of trustees, which apply however the deed is worded.
• Charities Act 2005: trustees and others with significant influence over decisions are officers of the charity, and officer details are kept up to date on the Charities Register.

Points to confirm before adoption

• Whether to refresh the vision, mission and values after the strategy session. Clause 15.1.2 (opens the deed text) of the PIASS Trust Deed says the Purpose Clause, Clause 3 (opens the deed text), cannot be changed unless the Department of Inland Revenue first approves it in writing. A lawyer should confirm which agency now gives that approval, and whether new strategy wording can sit alongside Clause 3 (opens the deed text) without changing it.
• Whether the Trust’s 2024 name change has been lodged with the Companies Office Charitable Trusts Register as well as with Charities Services.
• The signing of the 2006 deed. The copy shows a blank date line and a blank annexed declaration, and one signature appears to have been given by another person on a trustee’s behalf. A lawyer should confirm that the deed was validly signed, and that the executed original is held with the Trust’s records.
• The PIASS Trust Deed labels Clause 2 (opens the deed text) Principles and Vision and Clause 4 (opens the deed text) Vision, although Clause 4 (opens the deed text) lists values. A lawyer can tidy the headings in the deed review.
• The current list of trustees, against the deed and the Charities Register.
• Verify the Trusts Act 2019 duties and the Charities Act officer wording before the charter is adopted.

Adoption and review

Adopted by: [the Board of Trustees]

Date adopted: [date]

Minute reference: [reference]

Signed by the Chairperson: [name and date]

Next review date: [date, no later than 12 months after adoption]

Purpose

To make sure the board meets as the trust deed requires, makes valid decisions, and keeps a record that trustees, funders and the Charities Register can rely on.

Policy

1. 1.2.1
   Who is on the board. The board has no fewer than three and no more than eight trustees. At least half come from the Pacific disability and older peoples’ community (Clauses 8.1 (opens the deed text) and 8.2 (opens the deed text), PIASS Trust Deed).
2. 1.2.2
   Office-bearers. Trustees elect a Chairperson, a Vice Chairperson and a Treasurer from among themselves. A Secretary is appointed from outside the board. Office-bearers are elected every year and whenever a vacancy occurs (Clause 8.3 (opens the deed text), PIASS Trust Deed).
3. 1.2.3
   How often. The board meets every second month, and at least three times a year. Meetings may be held in person or by any other means the board decides, such as video (Clause 9.2 (opens the deed text), PIASS Trust Deed). [The board confirms here whether video and phone meetings are allowed.]
4. 1.2.4
   Quorum. A quorum is at least half of the trustees (Clause 9.1.1 (opens the deed text), PIASS Trust Deed). [The board decides whether significant decisions need a higher number present. Significant decisions are listed in Policy 1.4.]
5. 1.2.5
   How decisions are made. Decisions are made by consensus where possible. If consensus cannot be reached, the decision is made by majority vote by show of hands, unless the board decides on another method. If the votes are tied, the motion is lost (Clauses 9.1.3 (opens the deed text) and 9.1.4 (opens the deed text), PIASS Trust Deed). [The board may add the Trust’s own words for talking a matter through to consensus.]
6. 1.2.6
   Chairing. If the Chairperson and the Vice Chairperson are both absent, the trustees present choose one of themselves to chair (Clause 9.1.5 (opens the deed text), PIASS Trust Deed).
7. 1.2.7
   Attendance. A trustee who misses three meetings in a row without leave of absence may be removed by decision of the board (Clause 9.1.2 (opens the deed text), PIASS Trust Deed). Leave of absence is asked for before the meeting where possible and is recorded in the minutes.
8. 1.2.8
   Conflicts of interest are called for at the start of every meeting (see Policy 1.3).
9. 1.2.9
   Papers in accessible formats. The agenda and papers are sent to every trustee [number] days before the meeting, in a format that works with each trustee’s own technology. Word documents with headings and plain text are preferred. Tables and images are avoided or described in words.
10. 1.2.10
    First meeting of each financial year. The first meeting after 1 July includes the resolutions the deed requires on how money is received, bank accounts, signatories and investment (Clause 13.2 (opens the deed text), PIASS Trust Deed, and Policy 2.3). It also includes the annual election of office-bearers, the annual review of conflict declarations (Policy 1.3) and the review of delegations (Policy 1.4).
11. 1.2.11
    Recording meetings. A meeting is recorded or transcribed only with the consent of everyone present. Consent is asked at the start and noted in the minutes. The transcript is the record of what was said. Any AI summary is a draft that a person checks (see Policy 5.2).

Procedure

Before the meeting

1. 1.2.12
   The Secretary confirms the date with all trustees at least [number] days ahead, verbally or in writing (Clause 9.2 (opens the deed text), PIASS Trust Deed).
2. 1.2.13
   The Chairperson and the Executive Officer agree the agenda, with apologies and conflicts of interest first.
3. 1.2.14
   The Secretary sends the agenda and papers in accessible formats by [the date set under this policy].

At the meeting

1. 1.2.15
   The Chairperson opens the meeting in the way the board has chosen.
2. 1.2.16
   The Chairperson checks that a quorum is present and asks for consent if the meeting is to be recorded.
3. 1.2.17
   The Chairperson asks for conflicts of interest. The Secretary notes each declaration and who left the discussion (see Policy 1.3).
4. 1.2.18
   Trustees discuss each item. The Chairperson seeks consensus. If consensus is not reached, the Chairperson calls a vote by show of hands. The Secretary records the result, and records the dissent of any trustee who asks for it to be recorded.
5. 1.2.19
   Each decision is read back in full before the meeting moves on, so that the minute is accurate.

After the meeting

1. 1.2.20
   The Secretary drafts the minutes within [number] days and checks them against any transcript.
2. 1.2.21
   The Chairperson checks the draft. The minutes go to all trustees, are confirmed at the next meeting, and the Chairperson signs the confirmed copy.
3. 1.2.22
   The Secretary enters each decision in the decisions log and updates the actions list.
4. 1.2.23
   Each action goes to a named person with a due date.

Records

The minutes record: the names of those present (Clause 9.3.1 (opens the deed text), PIASS Trust Deed); apologies and leave of absence; conflicts declared and who stepped out; every decision made, in full, with the result of any vote (Clause 9.3.2 (opens the deed text), PIASS Trust Deed); any other matters discussed (Clause 9.3.3 (opens the deed text), PIASS Trust Deed); and actions with an owner and a due date.

Minutes are kept in the minute book, held [in the board’s secure shared folder, with a read-only copy for the information hub]. They are kept for [period set by the board]. The deed says the minute book is available to any member of the Trust (Clause 9.3 (opens the deed text), PIASS Trust Deed). Requests to see it go to the Secretary, who checks with the Chairperson before releasing anything that contains personal information (see Policy 5.1).

Legal and deed references

• PIASS Trust Deed, Clauses 8.1 to 8.3 (opens the deed text): the size of the board, the community membership rule, and the office-bearers.
• PIASS Trust Deed, Clause 9.1.1 (opens the deed text): a quorum is at least half of the trustees.
• PIASS Trust Deed, Clause 9.1.2 (opens the deed text): a trustee who misses three meetings in a row without leave of absence may be removed.
• PIASS Trust Deed, Clauses 9.1.3 (opens the deed text) and 9.1.4 (opens the deed text): decisions are made by consensus where possible, otherwise by majority vote by show of hands, and a tied vote means the motion is lost.
• PIASS Trust Deed, Clause 9.1.5 (opens the deed text): who chairs when the Chairperson and Vice Chairperson are both absent.
• PIASS Trust Deed, Clause 9.2 (opens the deed text): the board meets every second month and at least three times a year, in person or by other means, with notice given by the Secretary.
• PIASS Trust Deed, Clause 9.3 (opens the deed text): the minute book, and what the minutes record.
• PIASS Trust Deed, Clause 13.2 (opens the deed text): the resolutions required at the first meeting of each financial year.
• Charitable Trusts Act 1957: the board is incorporated under this Act.
• Trusts Act 2019: trustees must know the terms of the trust and act in accordance with them.
• Privacy Act 2020: personal information in minutes and recordings.
• Charities Act 2005, section 42G: a review of governance procedures at least every three years. Keeping the minute book and this manual current is part of the evidence for that review.

Points to confirm before adoption

• Clause 9.3 (opens the deed text) of the PIASS Trust Deed refers to any member of the Trust, but the deed does not define members. Confirm with a lawyer who may inspect the minute book, alongside the information duties in the Trusts Act 2019.
• The deed uses the title Vice Chairperson. If the board uses Deputy Chair in practice, confirm that the two mean the same role.
• Confirm the current list of trustees against the deed and the Charities Register.
• Verify the Trusts Act 2019 section references before the manual is finalised.

Adoption and review

Adopted by: [the Board of Trustees]

Date adopted: [date]

Minute reference: [reference]

Signed by the Chairperson: [name and date]

Next review date: [date, no later than 12 months after adoption]

Purpose

To make sure decisions are made for the benefit of the Trust and the people it serves, and to protect trustees and staff by dealing with conflicts openly and early.

Policy

1. 1.3.1
   What a conflict is. A conflict of interest exists when a trustee, staff member, contractor or volunteer has a personal, financial or other interest that could influence, or appear to influence, their judgement on a matter before the Trust. It does not matter whether the person would actually be influenced. If someone could reasonably think so, the interest is declared.
2. 1.3.2
   Financial. A payment, contract, employment or other benefit to the person, or to someone close to them.
3. 1.3.3
   Family and close relationships. A family member, partner or close friend who may gain or lose from a decision.
4. 1.3.4
   Divided loyalties. The person also serves on, works for or advises another organisation that deals with the Trust. This includes funders, partner organisations, the collectives the Trust belongs to, and organisations seeking funding for similar work.
5. 1.3.5
   Dual roles. A person who is both a trustee and a paid or delegated manager.
6. 1.3.6
   Gifts and hospitality. Anything offered by someone who deals with the Trust or hopes to. Gifts and hospitality above [amount] are declared and recorded. Nothing is accepted that could look like an attempt to influence a decision.
7. 1.3.7
   The deed rule that cannot be changed. No trustee, and no person associated with a trustee, takes part in or materially influences a decision on any payment or benefit to that trustee or associated person. Anything paid must be reasonable and at arm’s-length market value. The deed requires this clause to be kept in any document that replaces it (Clauses 11.2 (opens the deed text) and 11.3 (opens the deed text), PIASS Trust Deed).
8. 1.3.8
   Associated person. The deed does not define this term. For this policy it means a spouse or partner, a family member, a business partner, a company or trust the person controls or benefits from, and anyone else close enough that a reasonable person would see the connection.
9. 1.3.9
   When to declare. On appointment or engagement. At the first meeting of each financial year, when everyone reviews their entries. At the start of every meeting, when the Chairperson calls for conflicts. And straight away when a new conflict arises between meetings.
10. 1.3.10
    What happens after a declaration. The declaration is recorded. The person leaves the discussion and the vote on that item. The board may agree that the person stays only to answer questions, and the minutes say so. If it is not clear whether something is a conflict, the Chairperson decides, or the Vice Chairperson if the Chairperson is the person concerned. When in doubt, declare.
11. 1.3.11
    Decisions about a person in a dual role. A person who is both a trustee and a paid or delegated manager takes no part in decisions about their own pay, employment terms, performance review or delegation. A trustee named by the board leads those decisions.
12. 1.3.12
    Contracts and payments to related parties. Any contract or payment to a trustee, staff member or associated person goes to the board, with evidence that it is at market value, such as [number] quotes (see Policy 2.4). The person concerned plays no part.
13. 1.3.13
    Breaches. The Chairperson talks with the person first. A serious or repeated failure to declare is dealt with under the Code of Conduct (Policy 1.5) and, as a last resort, under the deed’s power to remove a trustee by a two-thirds vote (Clause 8.7 (opens the deed text), PIASS Trust Deed).
14. 1.3.14
    The register. The Secretary keeps a register of declared interests. It is reviewed at the first meeting of each financial year and whenever a new trustee joins. The register is a board document. A version that uses roles instead of names may be published on the information hub.

Procedure

Declaring an interest

1. 1.3.15
   Tell the Chairperson or the Secretary as soon as you become aware of the interest, in person or in writing.
2. 1.3.16
   Say what the interest is and which decisions it touches.
3. 1.3.17
   The Secretary adds an entry to the register, using the entry format below.

At a meeting

1. 1.3.18
   The Chairperson asks for conflicts at the start of the meeting, and again before any item where a conflict is likely.
2. 1.3.19
   The person declares the interest. The Secretary notes it in the minutes.
3. 1.3.20
   The person leaves the room, or leaves the video meeting, for the discussion and the vote.
4. 1.3.21
   The Secretary records the time the person left and returned.
5. 1.3.22
   The remaining trustees decide, as long as a quorum remains. If there is no quorum without the person, the decision waits and advice is sought.

Yearly review

1. 1.3.23
   At the first meeting of each financial year, each trustee and the Executive Officer confirm or update their entries.
2. 1.3.24
   The Chairperson signs off the register, and the minutes record that it was reviewed.

Register entry format

Each entry in the register is written as the following labelled lines. Entries follow one after another.

Entry number: [number]

Person: [name for the board’s copy, role for any published copy]

Nature of the interest: [description]

Date declared: [date]

Steps aside from: [decisions or topics]

Last reviewed: [date]

Closed on: [date, if the interest has ended]

Records

The register is kept by the Secretary [in the board’s secure folder]. Declarations at meetings are recorded in the minutes and the decisions log. Closed entries are kept for [period set by the board] after the interest ends.

Legal and deed references

• PIASS Trust Deed, Clause 11.2 (opens the deed text): no trustee or associated person takes part in or materially influences a decision on any payment or benefit to that trustee or associated person, and anything paid must be reasonable and at arm’s-length market value.
• PIASS Trust Deed, Clause 11.3 (opens the deed text): the rule in Clause 11.2 (opens the deed text) cannot be removed, and must be carried into any document that replaces the deed.
• PIASS Trust Deed, Clause 8.7 (opens the deed text): removal of a trustee by a two-thirds vote.
• Trusts Act 2019: trustees must act honestly, in good faith and for the purposes of the trust, and the default duties include avoiding conflicts of interest and not taking a reward for acting as trustee.
• Charities Act 2005, and Charities Services guidance on managing conflicts of interest.
• Income Tax Act 2007: payments to associated persons above market value can put a charity’s tax-exempt status at risk.
• Funding agreements: these often have their own conflict rules, so each one is checked.

Points to confirm before adoption

• Whether the Trusts Act 2019 default duties apply in full to this trust. Clause 17.4 (opens the deed text) of the PIASS Trust Deed, the liability clause, still refers to the repealed Trustee Act 1956.
• The meaning of associated person in Clause 11.2 (opens the deed text) of the PIASS Trust Deed. The plain-language definition above is a proposal for a lawyer to check.
• The conflict clauses in each funding agreement, including those with Vaka Tautua, the Department of Internal Affairs, Lottery, Foundation North and the JR McKenzie Foundation.
• Current Charities Services guidance on conflicts of interest, at charities.govt.nz.
• The dollar threshold for gifts and hospitality.

Adoption and review

Adopted by: [the Board of Trustees]

Date adopted: [date]

Minute reference: [reference]

Signed by the Chairperson: [name and date]

Next review date: [date, no later than 12 months after adoption]

Purpose

To make clear who can decide what, and up to what limit, so that the board keeps oversight, the Executive Officer and staff can get on with the work, and nobody has to guess.

Policy

1. 1.4.1
   The board governs and staff manage. The board sets direction, approves the budget and policies, and checks results. The Executive Officer and staff decide how the work is done, within the limits set here.
2. 1.4.2
   Individual trustees have no authority on their own. The board acts as a whole. A trustee who wants something done by staff raises it with the Chairperson, who takes it to the board or to the Executive Officer. A staff member who receives a request from one trustee says: I will take that to the Chairperson.
3. 1.4.3
   The power to delegate. The deed allows the board to appoint a General Manager and to delegate any of its powers and duties to that person. The person can use delegated powers without the board confirming each decision, is bound by the terms of the Trust and by any conditions the board sets, and does not have to be a trustee. The board can cancel a delegation at any time, and a delegation never stops the board acting itself (Clause 12 (opens the deed text), PIASS Trust Deed). [The board confirms here whether the Executive Officer holds the General Manager delegation.]
4. 1.4.4
   No limit written down means no delegation. A delegation is valid only when it is recorded in the delegation record below, with its limit, who the person reports to, and a review date.
5. 1.4.5
   Funding agreements. A delegation never allows anything a funding agreement does not allow.

Matters reserved to the board

These are never delegated:

1. 1.4.6
   Changing the trust deed (Clause 15 (opens the deed text), PIASS Trust Deed), and deciding the Trust’s purposes and strategy.
2. 1.4.7
   Approving the annual budget, and any spending outside it.
3. 1.4.8
   Appointing the Executive Officer or General Manager, setting their pay, and ending their role.
4. 1.4.9
   Appointing and removing trustees, and electing office-bearers (Clause 8 (opens the deed text), PIASS Trust Deed).
5. 1.4.10
   Buying, selling, leasing or disposing of property (Clause 10.2 (opens the deed text), PIASS Trust Deed), and borrowing money (Clause 10.4 (opens the deed text), PIASS Trust Deed).
6. 1.4.11
   The investment policy, bank accounts and signatories (Clause 13.2 (opens the deed text), PIASS Trust Deed).
7. 1.4.12
   Accepting or varying a funding agreement that commits the Trust to new obligations, or any agreement with a new funder.
8. 1.4.13
   Using the common seal (Clause 14 (opens the deed text), PIASS Trust Deed).
9. 1.4.14
   Starting or settling legal proceedings.
10. 1.4.15
    Adopting, changing or ending the policies in this manual.
11. 1.4.16
    Any payment or benefit to a trustee or an associated person (Clause 11 (opens the deed text), PIASS Trust Deed).
12. 1.4.17
    Approving the annual accounts and the annual return.

What the board can expect from the Executive Officer

1. 1.4.18
   No surprises. The board can expect early warning of anything that may upset funders, families or the community; changes to key staff or key relationships; breaches of privacy or safety; money problems; and good information to decide on. The same rule applies to trustees: nobody announces an instruction to staff that the board has not agreed.

Signing documents and the common seal

1. 1.4.19
   Signing. The common seal is kept by the General Manager or another officer the board appoints. It is used only after a board resolution, and is signed by the Chairperson (or the Vice Chairperson) and one other trustee appointed by the board (Clause 14 (opens the deed text), PIASS Trust Deed). Other documents are signed by the person who holds the relevant delegation. [The board decides who signs contracts above the Executive Officer’s limit.]

Procedure

Giving, changing or ending a delegation

1. 1.4.20
   The board passes a resolution that names what is delegated, to whom (by role), the limit, how and when they report, and the review date.
2. 1.4.21
   The Secretary records the delegation in the delegation record and the decisions log.
3. 1.4.22
   The Chairperson gives the person written notice of the delegation and its limits.
4. 1.4.23
   The bank, funders and insurers are told where they need to know.
5. 1.4.24
   If someone becomes or stops being an officer, the Charities Services officer details are updated.

Using a delegation

1. 1.4.25
   Check that the decision is inside the limit.
2. 1.4.26
   If it is not, send the Chairperson a short paper that says what is needed and why.
3. 1.4.27
   Record the decision and report it at the next board meeting.

When a trustee holds a delegated role

1. 1.4.28
   The person says which role they are acting in: trustee at the table, or manager in the office.
2. 1.4.29
   They take no part in board decisions about their own pay, terms, review or delegation (see Policy 1.3).

Reviewing delegations

1. 1.4.30
   The board reviews the delegation record at the first meeting of each financial year, whenever a trustee or the Executive Officer changes, and whenever a funding agreement changes.
2. 1.4.31
   Every change is a board resolution, recorded in the minutes and the decisions log.

Delegation record: entry format

Each delegation has its own heading, followed by labelled lines. The starter delegations below are suggestions for the board to adopt or change. The limits are placeholders.

Delegation 1: Running funded programmes

What is delegated: Day-to-day running of funded programmes, within the approved funding agreements and budget

Delegated to: [role]

Limit: No new commitments beyond the approved budget

Reports to the board: A written update at each board meeting

Review date: [date]

Delegation 2: Spending within budget

What is delegated: Spending within the approved budget

Delegated to: [role]

Limit: Up to $[amount] for any one item. Above that, [number] quotes and Chairperson approval. Above $[amount], board approval

Reports to the board: A financial summary at each board meeting

Review date: [date]

Delegation 3: Staff and contractors

What is delegated: Employing, managing and ending contracts of staff and contractors named in the approved budget

Delegated to: [role]

Limit: Within budget. The terms of the Executive Officer’s own employment are reserved to the board

Reports to the board: Staffing changes at each board meeting

Review date: [date]

Delegation 4: Routine contracts

What is delegated: Signing routine contracts within approved funding

Delegated to: [role]

Limit: Up to $[amount]. Contracts with new funders are reserved to the board

Reports to the board: A list of contracts signed, at each board meeting

Review date: [date]

Delegation 5: Reporting to funders

What is delegated: Reporting to funders and government agencies

Delegated to: [role]

Limit: Within the agreed content. Anything that changes the Trust’s obligations goes to the board first

Reports to the board: Reports submitted, at each board meeting

Review date: [date]

Delegation 6: First response to incidents

What is delegated: First response to a privacy breach or a safety incident, including notifications the law requires

Delegated to: [role]

Limit: Tell the Chairperson within [time]

Reports to the board: A short report at the next board meeting

Review date: [date]

Records

The delegation record is kept by the Secretary, with the current version in [the board’s secure folder]. Earlier versions are kept. Each change is also entered in the decisions log, with the resolution that authorised it.

Legal and deed references

• PIASS Trust Deed, Clause 8 (opens the deed text): appointment and removal of trustees, and election of office-bearers.
• PIASS Trust Deed, Clause 10.1 (opens the deed text): employment and dismissal of staff, according to principles of good employment and the Employment Relations Act 2000.
• PIASS Trust Deed, Clauses 10.2 (opens the deed text) and 10.4 (opens the deed text): buying, selling and leasing property, and borrowing money.
• PIASS Trust Deed, Clause 11 (opens the deed text): no payment or benefit to a trustee or associated person.
• PIASS Trust Deed, Clause 12 (opens the deed text): the General Manager delegation. Delegated powers can be used without the board confirming each decision, are bound by the Trust’s terms and the board’s conditions, can be cancelled at any time, and never stop the board acting itself.
• PIASS Trust Deed, Clause 13.2 (opens the deed text): bank accounts, signatories and the investment policy, decided each year.
• PIASS Trust Deed, Clause 14 (opens the deed text): the common seal.
• PIASS Trust Deed, Clause 15 (opens the deed text): changing the deed.
• Trusts Act 2019: trustees may delegate only as the deed and the Act allow, and delegating does not remove the board’s responsibility to oversee.
• Charities Act 2005: an officer includes a person with significant influence over the charity’s decisions, and the Trust keeps its officer details on the Charities Register up to date.
• Health and Safety at Work Act 2015: officers must exercise due diligence, and that duty cannot be delegated away.
• Employment Relations Act 2000.
• Funding agreements.

Points to confirm before adoption

• Whether a written delegation to the Executive Officer exists today, and what it says.
• Whether the Executive Officer is recorded as an officer on the Charities Register.
• How the Trusts Act 2019 delegation provisions work alongside Clause 12 (opens the deed text) of the PIASS Trust Deed. A lawyer should confirm.
• The dollar limits. Funding agreements may set their own limits.
• Clause 15.1.2 (opens the deed text) of the PIASS Trust Deed refers to the Disposition of Surplus Assets Clause as Clause 17 (opens the deed text), but that clause is numbered 18, and Clause 17 (opens the deed text) is Trustee Liability. A lawyer should correct this when the deed is reviewed.

Adoption and review

Adopted by: [the Board of Trustees]

Date adopted: [date]

Minute reference: [reference]

Signed by the Chairperson: [name and date]

Next review date: [date, no later than 12 months after adoption]

Purpose

To set the standard of behaviour expected of everyone who acts for the Trust, so that the people it serves, funders and colleagues can trust the way it works.

Policy

1. 1.5.1
   Who this applies to. Trustees, the Secretary, the Executive Officer and staff, contractors and volunteers. It applies to anyone acting in the Trust’s name, in person, in writing or online.
2. 1.5.2
   Act for the people the Trust serves. Decisions and actions are for the benefit of Pacific disabled and older people and their families, in line with the Trust’s purpose. Personal interests do not come first (see Policy 1.3).
3. 1.5.3
   Be honest. Do not deceive funders, partners, colleagues or the people the Trust serves. Report accurately on money, services and results. The deed commits the Trust to transparency at all levels (Clause 4.1.2 (opens the deed text), PIASS Trust Deed).
4. 1.5.4
   Show respect. Treat everyone with dignity and respect, whatever their culture, language, age, gender, faith or disability. The deed commits the Trust to respect and sensitivity toward cultural diversity (Clause 4.1.10 (opens the deed text), PIASS Trust Deed). There is no bullying, harassment or discrimination.
5. 1.5.5
   Support empowerment. Promote the rights, empowerment and self-sufficiency of Pacific disabled and older people (Clause 4.1.3 (opens the deed text), PIASS Trust Deed). Do not decide for people what they can decide for themselves.
6. 1.5.6
   Communicate in ways people can use. Give information in the language and format the person needs, including accessible formats.
7. 1.5.7
   Keep information confidential. Personal information about the people the Trust serves, staff and trustees is used only for the purpose it was given. Board papers stay within the board unless the board agrees otherwise (see Policy 5.1).
8. 1.5.8
   Use resources properly. The Trust’s money, property, time and name are used only for the Trust’s purposes. Gifts and hospitality are handled under Policy 1.3.
9. 1.5.9
   Respect the line between governing and managing. Trustees raise concerns with the Chairperson, not directly with staff, and do not give staff instructions as individuals (see Policy 1.4). Staff take a request from a single trustee to the Chairperson.
10. 1.5.10
    Speak for the Trust only when authorised. Public comment, media and social media about the Trust are made by people the board or the Executive Officer has authorised (see Policy 5.4).
11. 1.5.11
    Keep people safe. Report hazards, incidents and concerns about safety or wellbeing straight away (see Policies 3.1 and 3.6).
12. 1.5.12
    Speak up. Anyone who raises a concern in good faith is protected from retaliation (see Policies 1.7 and 3.7).
13. 1.5.13
    Own mistakes. Tell the Chairperson or the Executive Officer early about anything that has gone wrong, so that it can be fixed.
14. 1.5.14
    The Trust’s own values. [The board adds the Trust’s own statement of how people are expected to treat each other, in its own words, after the strategy session.]
15. 1.5.15
    When the code is not followed. The first step is a quiet, respectful conversation, led by the Chairperson, or by the Executive Officer for staff. If the behaviour continues, the matter goes on the board agenda and is minuted. For trustees, the board may use Clause 9.1.2 (opens the deed text), PIASS Trust Deed (missed meetings) or, as a last resort, Clause 8.7 (opens the deed text), PIASS Trust Deed (removal by a two-thirds vote). For staff, the employment process applies (see Policy 3.2). For contractors and volunteers, the contract or volunteer agreement applies.

Procedure

On joining

1. 1.5.16
   Give the person this code and Policy 1.3 when they are appointed, engaged or inducted.
2. 1.5.17
   The person reads them and confirms, using the acknowledgement format below.
3. 1.5.18
   The Secretary, or the Executive Officer for staff, contractors and volunteers, records the date.

Each year

1. 1.5.19
   At the first meeting of each financial year, trustees confirm that they continue to follow the code.
2. 1.5.20
   Staff confirm at their annual review.

Raising a concern about conduct

1. 1.5.21
   Raise it with the Chairperson. If the concern is about the Chairperson, raise it with the Vice Chairperson. For a staff matter, raise it with the Executive Officer.
2. 1.5.22
   The person listening writes down what was said and explains what happens next.
3. 1.5.23
   The Chairperson decides whether a conversation, a facilitated discussion or a board decision is needed, and tells the person within [number] working days.
4. 1.5.24
   The outcome is recorded, and the person who raised the concern is told the outcome. Complaints follow Policy 1.7.

Acknowledgement: entry format

Name: [name]

Role: [trustee, staff member, contractor or volunteer]

Date read: [date]

Statement: I have read the Code of Conduct and I agree to follow it.

Confirmed by: [signature, or email confirmation with the date]

Records

Acknowledgements are kept by the Secretary for trustees and by the Executive Officer for staff, contractors and volunteers. They are kept while the person holds the role and for [period set by the board] afterwards.

Legal and deed references

• PIASS Trust Deed, Clause 4.1 (opens the deed text): the values the Trust adopts to guide its policies, procedures and practices. Clauses 4.1.2 (opens the deed text) (transparency), 4.1.3 (opens the deed text) (empowerment of Pacific disabled and older people) and 4.1.10 (opens the deed text) (respect for cultural diversity) are the main ones for this code.
• PIASS Trust Deed, Clause 8.7 (opens the deed text): removal of a trustee by a two-thirds vote.
• PIASS Trust Deed, Clause 9.1.2 (opens the deed text): a trustee who misses three meetings in a row without leave of absence may be removed.
• Trusts Act 2019: trustees must act honestly, in good faith and for the purposes of the trust.
• Human Rights Act 1993: discrimination, including on the ground of disability.
• Privacy Act 2020.
• Health and Safety at Work Act 2015.
• Employment Relations Act 2000: good faith and fair processes for staff.
• Protected Disclosures (Protection of Whistleblowers) Act 2022.
• Harmful Digital Communications Act 2015: harmful online posts.
• Funding agreements: these may set their own conduct requirements.

Points to confirm before adoption

• Whether funding agreements, including the one through Vaka Tautua, require a particular code of conduct or set of behaviours.
• Whether staff already have a code of conduct in their employment agreements or handbook.
• The Trust’s own values wording, from the strategy session.
• Whether the Protected Disclosures (Protection of Whistleblowers) Act 2022 applies to the Trust, or is adopted as good practice.

Adoption and review

Adopted by: [the Board of Trustees]

Date adopted: [date]

Minute reference: [reference]

Signed by the Chairperson: [name and date]

Next review date: [date, no later than 12 months after adoption]

Purpose

To make sure new trustees are ready to do the job, that the board never depends on one person, and that knowledge passes on when people leave.

Policy

1. 1.6.1
   Keeping the board strong. The board has no fewer than three and no more than eight trustees, and at least half come from the Pacific disability and older peoples’ community (Clauses 8.1 (opens the deed text) and 8.2 (opens the deed text), PIASS Trust Deed). The board keeps a skills list (see Policy 1.13) and aims for a balance of lived experience, governance, finance, legal, cultural and community knowledge.
2. 1.6.2
   Filling vacancies. The board has the power to fill any vacancy and to appoint additional trustees, up to the maximum of eight (Clause 8.5 (opens the deed text), PIASS Trust Deed). The board may keep acting while there is a vacancy. But if the number falls below three, the continuing trustees may act only to bring the number back up to three, and for no other purpose (Clause 8.6 (opens the deed text), PIASS Trust Deed).
3. 1.6.3
   An open process. When a place opens, the board tells the community, considers who could fill it using the skills list, talks with the candidates, and decides by consensus or, if needed, by vote (Clause 9.1.3 (opens the deed text), PIASS Trust Deed). A trustee who is related to or close to a candidate declares this and takes no part in the decision (see Policy 1.3).
4. 1.6.4
   How a trusteeship ends. A person stops being a trustee in the circumstances listed in Clause 8.4 (opens the deed text), PIASS Trust Deed, including by resigning in writing. The board may also remove a trustee by a two-thirds vote if it believes this is in the best interests of the Trust (Clause 8.7 (opens the deed text), PIASS Trust Deed), or after three missed meetings without leave of absence (Clause 9.1.2 (opens the deed text), PIASS Trust Deed). Any removal follows a fair process: the trustee is told in advance, has a chance to respond, and the reasons are minuted.
5. 1.6.5
   Induction. Every new trustee is inducted within [30] days. The Chairperson meets them, and a trustee is named to support them for their first [six] months. The new trustee is asked how they prefer to receive papers and what support they need to take part fully.
6. 1.6.6
   The handover pack. Every trustee receives: this manual; the trust deed; the current strategy; the latest audited performance report; a summary of funding agreements; the delegation record; a conflicts declaration; a contact list by role; the calendar (see Policy 1.9); and instructions for the board’s shared folder. The pack is held in accessible formats.
7. 1.6.7
   Telling others. When a trustee or office-bearer changes, the Trust updates the officer details on the Charities Register, the Companies Office Charitable Trusts Register where required, the bank, funders and insurer, and the office-holders record (see Policy 1.1).
8. 1.6.8
   Succession. The board keeps a short succession note for each office-bearer role and for the Executive Officer. It says who would act if the person were unavailable, and who holds the records, access and passwords. [The board decides whether to set a maximum number of terms for an office-bearer.]
9. 1.6.9
   Pathways for future trustees. [The board decides whether to offer an observer seat, or a place on a sub-committee, to a young Pacific disabled or older person as a pathway to future trusteeship.]
10. 1.6.10
    Learning and review. Trustees are supported to attend governance training [at the Trust’s cost, up to $[amount] a year]. Once a year the board spends time on how it is working as a board (see Policy 1.13), and at least every [three] years it evaluates its own performance, including the Chairperson.

Procedure

When a new trustee is appointed

1. 1.6.11
   The board resolves to appoint the person, and the minutes record it.
2. 1.6.12
   The Chairperson contacts the person within [number] days to welcome them and arrange the induction.
3. 1.6.13
   The person completes the conflicts declaration (see Policy 1.3) and acknowledges the code of conduct (see Policy 1.5).
4. 1.6.14
   The Secretary gives the person the handover pack, in the format they prefer.
5. 1.6.15
   The Secretary updates the office-holders record (see Policy 1.1), and tells Charities Services, the Companies Office, the bank, funders and the insurer.
6. 1.6.16
   The supporting trustee checks in after [30 days] and at [six months].

When a trustee leaves

1. 1.6.17
   The trustee confirms their resignation in writing (Clause 8.4 (opens the deed text), PIASS Trust Deed).
2. 1.6.18
   They hand back papers, access and any Trust property. The Secretary removes their access to shared folders, email, bank and social media accounts.
3. 1.6.19
   The board records its thanks in the minutes, and farewells the trustee in the way the board chooses.
4. 1.6.20
   The Secretary updates the records and notifies the same people as for a new trustee.
5. 1.6.21
   The board checks that it still has at least three trustees, and that at least half come from the Pacific disability and older peoples’ community (Clauses 8.1 (opens the deed text), 8.2 (opens the deed text) and 8.6 (opens the deed text), PIASS Trust Deed).

When an office-bearer changes

1. 1.6.22
   The election is held at a meeting (Clause 8.3 (opens the deed text), PIASS Trust Deed) and minuted.
2. 1.6.23
   The outgoing office-bearer hands over records, access and key contacts. Passwords are passed on by the agreed secure method, not in a group chat.
3. 1.6.24
   Bank signatories are updated by board resolution (see Policy 2.3).
4. 1.6.25
   The Secretary updates the office-holders record.

Each year

1. 1.6.26
   At the first meeting of each financial year, the board reviews the succession notes.
2. 1.6.27
   The board reviews the skills list and any gaps (see Policy 1.13).
3. 1.6.28
   The Secretary checks that the handover pack is current.

Induction record: entry format

Name: [name]

Date appointed: [date]

Supporting trustee: [name]

Preferred format for papers: [for example Word, plain text or audio]

Induction completed on: [date]

Conflicts declared on: [date]

Code of conduct acknowledged on: [date]

Officer details updated on: [date]

Records

The Secretary keeps the induction records, the office-holders record, the succession notes and the handover pack. They are kept in [the board’s secure folder] and are reviewed each year.

Legal and deed references

• PIASS Trust Deed, Clauses 8.1 (opens the deed text) and 8.2 (opens the deed text): the size of the board and the community membership rule.
• PIASS Trust Deed, Clause 8.3 (opens the deed text): election of office-bearers, and the Secretary appointed from outside the board.
• PIASS Trust Deed, Clause 8.4 (opens the deed text): when a person stops being a trustee.
• PIASS Trust Deed, Clauses 8.5 (opens the deed text) and 8.6 (opens the deed text): filling vacancies, and what the continuing trustees may do if the number falls below the minimum.
• PIASS Trust Deed, Clause 8.7 (opens the deed text): removal of a trustee by a two-thirds vote.
• PIASS Trust Deed, Clause 9.1.2 (opens the deed text): a trustee who misses three meetings in a row without leave of absence may be removed.
• PIASS Trust Deed, Clause 9.1.3 (opens the deed text): decisions are made by consensus where possible, otherwise by majority vote.
• Charitable Trusts Act 1957: the board is incorporated, and changes to trustees and to the Trust’s name are recorded on the Charitable Trusts Register.
• Charities Act 2005: officer details and changes are kept up to date on the Charities Register, and officers who significantly or persistently fail to meet their obligations can be disqualified.
• Trusts Act 2019: trustees’ duties, including the duty to know the terms of the trust.
• Privacy Act 2020: trustees’ personal information.

Points to confirm before adoption

• How trustees are appointed in practice today, and whether the community has had any role in appointments.
• The current trustees and any vacancy, against the deed and the Charities Register.
• Clause 8.4 (opens the deed text) of the PIASS Trust Deed includes a ground for ending a trusteeship that uses dated language about mental health. A lawyer should review it in the deed review, as it may not reflect the Trust’s own values or current law.
• What the Companies Office requires when trustees change.
• Any funder requirements about board composition.

Adoption and review

Adopted by: [the Board of Trustees]

Date adopted: [date]

Minute reference: [reference]

Signed by the Chairperson: [name and date]

Next review date: [date, no later than 12 months after adoption]

Purpose

To give anyone a clear, safe way to raise a concern or complaint about the Trust, and to settle disagreements fairly, early and with respect, before they become formal disputes.

Policy

1. 1.7.1
   Who can complain. Anyone: the people the Trust serves and their families, community members, funders, partners, staff, volunteers, contractors and trustees. This covers complaints about the Trust’s services, its people, its decisions and its conduct, and disagreements within the board.
2. 1.7.2
   Talk it through first. Most concerns are best settled by talking early and respectfully, with a support person if the person wants one. This is the first step in every case. [The board adds the Trust’s own word and approach for talking things through, in its own words.] The deed also asks the board to decide by consensus where possible (Clause 9.1.3 (opens the deed text), PIASS Trust Deed).
3. 1.7.3
   The ladder. The steps are: first, talk it through directly or with a support person; second, a facilitated conversation, led by the Chairperson, a respected elder or an independent facilitator; third, mediation; fourth, formal processes. For disputes about the trust deed, the deed provides for mediation and then arbitration (Clause 16 (opens the deed text), PIASS Trust Deed). Formal processes are the last step, not the first.
4. 1.7.4
   Easy to make. A complaint can be made in person, by phone, in writing, by email, through an interpreter or in a Pacific language. Staff help the person put it in writing if they ask. Information about how to complain is given in accessible formats.
5. 1.7.5
   No disadvantage. Nobody is treated worse for making a complaint in good faith. The person may bring a support person or a family member.
6. 1.7.6
   Who handles it. Complaints about services or staff go to the Executive Officer. Complaints about the Executive Officer or a trustee go to the Chairperson. Complaints about the Chairperson go to the Vice Chairperson. The board may appoint a trustee who is not involved, or an independent person, to look into a complaint. Nobody decides a complaint about themselves, and conflicts are declared (see Policy 1.3).
7. 1.7.7
   Timeframes. The Trust acknowledges a complaint within [two] working days, and aims to resolve it, or to explain what is happening, within [twenty] working days. The person is kept informed. These timeframes are suggestions for the board to set, and funding agreements may set their own.
8. 1.7.8
   Fairness. The person complained about is told what the complaint is and can respond. Decisions rest on the facts. The person who complained is told the outcome and the reasons.
9. 1.7.9
   Going outside the Trust. At any point a person may raise their concern with a funder, with the Health and Disability Commissioner where the Code of Rights applies, with Charities Services, or with another appropriate body. The Trust tells them this.
10. 1.7.10
    Learning. The Executive Officer gives the board a summary each [quarter]: the number of complaints, the themes, how long they took, and what changed. It does not name people.
11. 1.7.11
    Employment problems. Staff concerns about their employment follow the employment procedure (see Policy 3.2) and the Employment Relations Act 2000.
12. 1.7.12
    Disputes between trustees. The Chairperson first has a private, respectful word. If the problem continues, the matter goes on the agenda and is minuted, and the board may ask for a facilitated conversation or mediation. Removal of a trustee is a separate matter and follows Clause 8.7 (opens the deed text), PIASS Trust Deed.

Procedure

Receiving a complaint

1. 1.7.13
   Listen, write down what the person says in their own words, and ask what outcome they want.
2. 1.7.14
   Tell them how the process works and who will look at it.
3. 1.7.15
   Enter it in the complaints record and acknowledge it within [two] working days.
4. 1.7.16
   If it involves safety or harm to a person, tell the Chairperson straight away.

Looking into it

1. 1.7.17
   The person handling the complaint checks whether it can be settled by a conversation, and offers one.
2. 1.7.18
   If not, they gather the facts, speak to the people involved, and keep notes.
3. 1.7.19
   They decide, or recommend a decision to the board, and give reasons.

Closing it

1. 1.7.20
   Tell the person the outcome and the reasons in a way they can use, and explain their options if they are not satisfied.
2. 1.7.21
   Record the outcome and any change made.
3. 1.7.22
   Include it in the summary to the board.

Complaints record: entry format

Complaint number: [number]

Date received: [date]

Received by: [role]

Made by: [name for the Trust’s own record, role in any board summary]

What it is about: [description]

What the person wants: [description]

Handled by: [role]

Acknowledged on: [date]

Outcome: [description]

Closed on: [date]

Changes made: [description]

Records

The Executive Officer keeps the complaints record, and the Secretary keeps any record of a complaint about the Executive Officer or a trustee. Records are held securely, because they contain personal information. They are kept for [period set by the board].

Legal and deed references

• PIASS Trust Deed, Clause 9.1.3 (opens the deed text): decisions are made by consensus where possible.
• PIASS Trust Deed, Clause 16 (opens the deed text): disputes about the deed may be referred to mediation, and then to arbitration if mediation ends without agreement.
• PIASS Trust Deed, Clause 8.7 (opens the deed text): removal of a trustee is a separate matter from a complaint.
• Employment Relations Act 2000: employment problems and personal grievances.
• Health and Disability Commissioner Act 1994 and the Code of Health and Disability Services Consumers’ Rights, which include the right to complain, where the Trust provides a health or disability service.
• Privacy Act 2020: access to and correction of personal information.
• Human Rights Act 1993.
• Charities Act 2005.
• Funding agreements.

Points to confirm before adoption

• Whether the Code of Rights applies to the Trust’s coordinator and navigator services.
• The complaints requirements in funding agreements, including the Ministry of Health contract held through Vaka Tautua.
• Whether a complaints process from the earlier quality system still exists. The 2006 strategic plan listed effective complaints procedures as a control.
• The timeframes, and who in practice handles each kind of complaint.
• The Trust’s own approach to talking things through.

Adoption and review

Adopted by: [the Board of Trustees]

Date adopted: [date]

Minute reference: [reference]

Signed by the Chairperson: [name and date]

Next review date: [date, no later than 12 months after adoption]

Purpose

To make sure every policy has an owner, a version and a review date, so that the board can show which documents are current, and to carry out the governance review the Charities Act 2005 requires every three years.

Policy

1. 1.8.1
   What every document has. A number, a title, a version, an owner by role, the date it was adopted, and its review date. The owner of a board policy is the Chairperson. The owner of an operational procedure is the Executive Officer.
2. 1.8.2
   Only the board adopts policies. A new policy, a change to a policy, or the ending of a policy is a board decision, made by resolution and minuted (see Policy 1.4). Staff may update forms and contact details without a board decision, and tell the board.
3. 1.8.3
   Numbering. Every policy statement and every procedure step has its own number, for example 1.2.4, so that it can be cited in minutes, complaints and reviews. While a policy is a draft, statements are renumbered freely. Once a policy is adopted, numbers are not reused: if a statement is removed its number is marked Deleted, and a new statement takes the next free number.
4. 1.8.4
   Citing the manual. A policy is cited as Policy 1.2, a statement or step as Policy 1.2.4, and a clause of the trust deed as Clause 9.1.5 (opens the deed text), PIASS Trust Deed.
5. 1.8.5
   Draft and adopted. A document is marked Draft until the board adopts it. Drafts use version numbers starting at 0.1. An adopted document is version 1.0. A small correction takes it to 1.1, and a change of substance takes it to 2.0. [The board may prefer to use dates instead of version numbers.]
6. 1.8.6
   One current version. The current version of every document is kept in [the board’s secure shared folder and on the information hub]. Older versions are kept and marked as replaced. A printed copy is current only if it shows its version and date.
7. 1.8.7
   Accessible by default. Every document is produced in an accessible Word format, with headings and no tables where possible. The same text is used for any website or hub version.
8. 1.8.8
   Yearly review. Every policy is reviewed at least once a year, at the first meeting of each financial year, and whenever the law, a funding agreement or the deed changes.
9. 1.8.9
   The three-yearly governance review. At least once every three years the board reviews its governance procedures, as the Charities Act 2005 requires. The review covers the trust deed, the policies in this manual, and how the board works in practice. It asks whether the procedures are fit for purpose, whether they help the Trust achieve its charitable purposes, and whether they help it meet its legal requirements. All trustees take part. The date of the review is recorded and confirmed in the annual return.
10. 1.8.10
    The adoption register. The Secretary keeps a register of every policy: its version, when it was adopted, the minute reference, and its next review date. It is the evidence for the governance review.
11. 1.8.11
    Changing the deed. The deed can be changed by consensus or by a two-thirds vote, using a supplemental deed (Clause 15 (opens the deed text), PIASS Trust Deed). Some clauses cannot be changed without prior written approval (Clause 15.1.2 (opens the deed text), PIASS Trust Deed). Changes to the deed are recorded here.

Procedure

Adopting a new or changed policy

1. 1.8.12
   The owner prepares the draft, marks it Draft with a version number starting at 0.1, and lists any points to confirm.
2. 1.8.13
   The Secretary sends it to trustees with the agenda papers, in an accessible format (see Policy 1.2).
3. 1.8.14
   The board discusses it and resolves to adopt it, with any changes. The minutes record the resolution.
4. 1.8.15
   The Secretary removes the drafting notes and the Draft marking, sets the version, and enters the details in the adoption register.
5. 1.8.16
   The Chairperson signs the adoption lines.
6. 1.8.17
   The Executive Officer tells staff, and updates the shared folder and the hub.

Reviewing a policy

1. 1.8.18
   The owner checks the policy against the law, funding agreements and practice, and against what happened in the year, such as complaints and incidents.
2. 1.8.19
   The owner reports to the board: no change, a minor change or a major change.
3. 1.8.20
   The board resolves, and the Secretary updates the register.

Retiring a policy

1. 1.8.21
   The board resolves to end the policy.
2. 1.8.22
   The Secretary marks the document as replaced, keeps a copy, and updates the register.

Carrying out the three-yearly governance review

1. 1.8.23
   The board agrees a date for the review and puts it in the calendar (see Policy 1.9).
2. 1.8.24
   The Secretary lists all governance documents: the trust deed, the policies in this manual, the registers, the delegation record and the obligations in funding agreements.
3. 1.8.25
   The board reviews the trust deed first.
4. 1.8.26
   The board then reviews the policies and registers.
5. 1.8.27
   The board looks at how meetings run in practice, and whether they stay focused on governance rather than day-to-day management.
6. 1.8.28
   For each document, the board asks the three questions: is it fit for purpose, does it help the Trust achieve its charitable purposes, and does it help the Trust meet its legal requirements?
7. 1.8.29
   The board records its decisions and actions, with a person responsible for each.
8. 1.8.30
   The Secretary completes the governance review record below.
9. 1.8.31
   The Executive Officer confirms the review, and its date, when the annual return is filed.
10. 1.8.32
    The board sets the next review date three years ahead and adds it to the calendar.

Adoption register: entry format

Number: [for example 1.3]

Title: [title]

Version: [version]

Owner: [role]

Date adopted: [date]

Minute reference: [reference]

Next review date: [date]

Last reviewed on: [date]

Status: [Draft, Adopted or Replaced]

Governance review record: entry format

Date of the review: [date]

Who took part: [names or roles]

Documents reviewed: [list]

Findings: [description]

Actions and who is responsible: [description]

Date confirmed in the annual return: [date]

Next review due: [date]

Records

The Secretary keeps the adoption register and the governance review records, with the current and replaced versions of each document, in [the board’s secure shared folder]. They are kept permanently.

Legal and deed references

• PIASS Trust Deed, Clause 15 (opens the deed text): the deed can be changed by consensus or by a two-thirds vote, using a supplemental deed. Clause 15.1.2 (opens the deed text) lists clauses that cannot be changed without prior written approval.
• PIASS Trust Deed, Clause 13 (opens the deed text): financial arrangements, including the resolutions at the first meeting of each financial year.
• Charities Act 2005, section 42G: registered charities must review their governance procedures at least every three years. The requirement was inserted by the Charities Amendment Act 2023 and began on 5 October 2023.
• Charities Services guidance on governance reviews, and the annual return question about whether and when the review was done.
• Trusts Act 2019.
• Privacy Act 2020: where a document holds personal information.

Points to confirm before adoption

• Whether a governance review has been recorded since the requirement began on 5 October 2023. The first review was due by 5 October 2026. If the review is completed through the strategy session and this manual, record the date, who took part and what was covered.
• Current Charities Services guidance and its governance review checklist, at charities.govt.nz.
• Where the board will keep the current versions of its documents.
• Whether the board prefers version numbers or dates.

Adoption and review

Adopted by: [the Board of Trustees]

Date adopted: [date]

Minute reference: [reference]

Signed by the Chairperson: [name and date]

Next review date: [date, no later than 12 months after adoption]

Purpose

To make sure the dates that come from the deed, the law, funders and the board are met by named people, so that nothing depends on one person’s memory.

Policy

1. 1.9.1
   One calendar. The Trust keeps one calendar of deed, legal, funder and board dates. Each entry has an owner by role, a reminder date, and a place where the evidence is kept. [The Executive Officer keeps the calendar, and the Chairperson checks it each quarter.]
2. 1.9.2
   Financial year. The financial year runs from 1 July to 30 June (Clause 13.1 (opens the deed text), PIASS Trust Deed).
3. 1.9.3
   Format. The calendar is kept as a list, and also as reminders in each owner’s own calendar, so that it does not depend on one tool. It is available in an accessible format.
4. 1.9.4
   Named owners. Every date has one named owner. A date with no owner will not be met.

Starter list: every board meeting

1. 1.9.5
   The board meets at least every second month, and at least three times a year (Clause 9.2 (opens the deed text), PIASS Trust Deed). Owner: Secretary.
2. 1.9.6
   Conflicts of interest are called for at the start of the meeting. Owner: Chairperson.
3. 1.9.7
   The Treasurer and the Executive Officer report on finances and funder commitments. Owner: Treasurer.
4. 1.9.8
   Upcoming dates for the next [three] months are on the agenda. Owner: Executive Officer.

Starter list: first meeting of each financial year, after 1 July

1. 1.9.9
   The resolutions the deed requires: how money is received, who may produce receipts, which bank accounts operate and who has access, who authorises payments and the signatories, and the investment policy (Clause 13.2 (opens the deed text), PIASS Trust Deed). Owner: Chairperson and Treasurer.
2. 1.9.10
   The election of office-bearers (Clause 8.3 (opens the deed text), PIASS Trust Deed). Owner: Chairperson.
3. 1.9.11
   The yearly review of conflict declarations (Policy 1.3), delegations (Policy 1.4), code of conduct acknowledgements (Policy 1.5), succession notes (Policy 1.6) and the review dates in the adoption register (Policy 1.8). Owner: Secretary.

Starter list: charities, accounts and tax

1. 1.9.12
   The Charities Services annual return, with the performance report and the confirmation of the governance review. [Due date to be confirmed with Charities Services. The usual deadline is six months after the balance date.] Owner: Executive Officer, with the accountant.
2. 1.9.13
   Officer changes on the Charities Register, as they happen. Owner: Secretary.
3. 1.9.14
   Companies Office Charitable Trusts Register filings, such as a change of trustees or of name. Owner: Secretary.
4. 1.9.15
   The annual accounts, and any audit or review (Clauses 13.3 (opens the deed text) and 13.4 (opens the deed text), PIASS Trust Deed). Owner: Treasurer.
5. 1.9.16
   Inland Revenue returns, such as GST and PAYE, by the dates Inland Revenue sets. Owner: Executive Officer, with the accountant.

Starter list: every three years

1. 1.9.17
   The governance review under section 42G of the Charities Act 2005 (see Policy 1.8). Next due: [date, three years after the last review]. Owner: Chairperson.
2. 1.9.18
   The evaluation of the board’s own performance (see Policy 1.6). Owner: Chairperson.

Starter list: funders and through the year

1. 1.9.19
   Each funding agreement’s report due dates, end date and renewal discussions. [Add each one when the funder reporting register in Policy 2.6 is written.] Owner: Executive Officer.
2. 1.9.20
   The yearly review of the Executive Officer’s performance. Owner: Chairperson.
3. 1.9.21
   The annual report to stakeholders. Owner: Executive Officer.
4. 1.9.22
   The progress report against the strategy. [The board sets how often, after the strategy session.] Owner: Executive Officer.
5. 1.9.23
   Insurance renewal. Owner: Executive Officer.
6. 1.9.24
   A review of the privacy breach and incident registers. Owner: Executive Officer.

Procedure

Setting up the calendar

1. 1.9.25
   List every date above, with an owner for each, and add the dates from each funding agreement.
2. 1.9.26
   Enter them in a shared calendar, and invite the owners so that each gets reminders.
3. 1.9.27
   The board reviews the calendar at the first meeting of the financial year.

Each month

1. 1.9.28
   The Executive Officer checks the next 60 days and reminds the owners.
2. 1.9.29
   The Executive Officer tells the Chairperson if anything is at risk.

If a date is missed

1. 1.9.30
   Tell the Chairperson straight away.
2. 1.9.31
   Do the task as soon as possible, and tell the funder or regulator if required.
3. 1.9.32
   Record why it was missed and what will change.
4. 1.9.33
   The board notes it in the minutes.

Calendar entry: entry format

Item: [description]

Due date or frequency: [date or frequency]

Owner: [role]

Reminder: [how many days before]

Evidence kept in: [place]

Last done on: [date]

Records

The calendar and the evidence for each date, such as filing confirmations, are kept in [the board’s secure shared folder]. Evidence is kept for [period set by the board].

Legal and deed references

• PIASS Trust Deed, Clause 8.3 (opens the deed text): the annual election of office-bearers.
• PIASS Trust Deed, Clause 9.2 (opens the deed text): the board meets every second month and at least three times a year.
• PIASS Trust Deed, Clause 13.1 (opens the deed text): the financial year runs from 1 July to 30 June.
• PIASS Trust Deed, Clause 13.2 (opens the deed text): the resolutions required at the first meeting of each financial year.
• PIASS Trust Deed, Clauses 13.3 (opens the deed text) and 13.4 (opens the deed text): true and fair accounts, and the option of an audit.
• Charities Act 2005: the annual return, officer changes, and the section 42G governance review.
• Charitable Trusts Act 1957.
• Financial Reporting Act 2013 and the External Reporting Board’s standards for tier 3 and tier 4 public benefit entities.
• Income Tax Act 2007, Goods and Services Tax Act 1985 and Tax Administration Act 1994: Inland Revenue returns.
• Funding agreements.

Points to confirm before adoption

• The balance date and the Charities Services annual return deadline. The audited performance reports for the last three years were signed between seven and eleven months after year end, so check when each one was filed against the deadline.
• Whether the Trust is registered for GST, and what its other Inland Revenue obligations are.
• The dates in each funding agreement.
• Which financial reporting tier applies to the Trust.
• Whether the Trust already uses a calendar or reporting schedule. The 2006 strategic plan set board tasks such as quarterly performance reports, an annual review of the General Manager and annual reporting to stakeholders.

Adoption and review

Adopted by: [the Board of Trustees]

Date adopted: [date]

Minute reference: [reference]

Signed by the Chairperson: [name and date]

Next review date: [date, no later than 12 months after adoption]