Another day, more lies from Tuku:

Chris Webster posts a great article showcasing Tuku’s lies to the high court… will he demand that she pull it down… will he threaten her with defamation? We are sure that he won’t… the last thing he wants is for more of his habitual lying to be revealed in front of another judge, and besides he has put his little sycophants (Schaffhausen and Shane Solomon) in the poop along with himself. They are definitely in the toilet on this matter:
http://www.waikatopolitx.com/2013/07/2007-restructuring-plot-revealed.html

2007 Restructuring Plot Revealed

Background

In Roa v Morgan 2008 the High Court remarked @:

[20] In June 2007, Te Arataura commissioned a report from PricewaterhouseCoopers. The purpose was to obtain an independent review of the organisational structure and to obtain advice on whether that should be implemented. Mr Morgan says that a number of options were set out in the PricewaterhouseCoopers report, one of which involved the merger of the functions of Te Arataura and Waikato Raupatu Trustee Co Ltd. The report has not been produced in evidence.’

And at [26]: On 20 November 2008, Te Arataura issued a consultation document on the proposed restructure. The following day, Mr Roa objected in writing to the commencement of the consultation, primarily on the basis of Te Kauhanganui had not been given a mandate to Te Arataura to proceed in that way.’

And at [48] At the time of the 27 April 2008 Te Kauhanganui meeting, no restructuring proposal had been formulated. Indeed, on Mr Morgan’s evidence, that proposal was not developed until after the 27 April 2008 meeting, when approval to replace Waikato Raupatu Trustee Co Ltd as trustee of the lands trust was given.

Proof Tuku Morgan lied to the High Court. But here is one small aspect of the plotting & scheming that went on behind closed doors – a whole year before this matter went to court – just look at the date – 13 November 2007. Gee we wonder what would have happened if this MEMO had been submitted to the High Court at that time. Perhaps it will come in use before the next full moon settles in the heavens.

MEMO

To: Te Arataura and Waikato Raupatu Trustee Company Ltd

From: Board Sub-Committee: Tuku Morgan, Ruku Schaafhausen & Shane Solomon

Date: 13 November 2007

Re: Proposed Restructuring

PURPOSE

The purpose of this paper is to recommend for Board approval the retirement of WRTC as the trustee of the Waikato Raupatu Lands Trust to be replaced by Te Kauhanganui.

This paper does not deal with employment matters, such matters are outside the scope of TKHN.

BACKGROUND

1.         In September 2005 the Board undertook a review of the Rules of Te Kauhanganui Inc. Over 40 submissions on the proposed rule changes were received from TKHN. In particular, a number of submissions sought the establishment of one Board to oversee the operations of the organisation rather than two Boards being Te Arataura and WRTCL. Due to time constraints, the Board advised TKHN at the time that this submission would be dealt with at a later date.

2.         Two years on, the opportunity to revisit this proposed rule change has come about with the creation of Whakatupuranga 2050.

3.         In August 2007, the Board unanimously resolved to adopt restructuring Option 2 from the PWC Report (PWC Report) on the basis that it was considered by the Directors to be the optimal vehicle to implement the strategic direction contained in W2050. In essence, Option 2 merges the functions of the two boards of Te Arataura and WRTC into one executive Board.

4.         At a subsequent Board meeting held on 26 October 2007, the Board was updated by Simon Bratt of PWC in relation to the restructuring process and was briefed by Mark Sandelin of Minter Ellison Rudd Watts as to the procedural steps required to implement the proposed structural changes of Option 2. The Board reviewed opinions from Minter Ellison Rudd Watts and Ernst & Young dealing with certain matters raised by the Board including:

·        trustee duties and responsibilities of the members of Te Arataura and Te Kauhanganui under the proposed restructuring;

·        reassurance that the restructuring would not adversely impact on the existing, current and future claim negotiations between the tribe and the Crown;

·        reassurance that the restructuring would not affect the tax exempt status of the Lands Trust, Tainui Group Holdings Limited and other group companies.

Having reviewed the opinions the Board was satisfied in relation to those matters. For sake of completeness, however, we have included below a summary of the advice provided on these matters.

 

RESTRUCTURING

5.         To give effect to Option 2 as outlined in the PWC Report, the Board Sub-Committee (Committee) recommends in accordance with the legal advice attached at Appendix 1 that:

(a)   That WRTC retire as Trustee of the Lands Trust created by Deed dated 10 November 1995 (“Trust Deed”) and appoint Te Kauhanganui o Waikato Incorporated (“Te Kauhanganui”) as successor; and

(b)   That Te Kauhanganui o Waikato Incorporated (“Te Kauhanganui”) be appointed as Trustee of the Waikato Raupatu Lands Trust (“Lands Trust”) created by Deed dated 10 November 1995 (“Trust Deed”)

6.         As noted in the legal advice at paragraph 4.5, TKHN’s appointment as Trustee does not extend to being involved in the day to day operations of the Lands Trust or the commercial operations of the Group. There will in effect be no change from the current position. It is the members of Te Arataura who then have management and control of the affairs of Te Kauhanganui, except that the following matters require the approval of the Members of Te Kauhanganui at a General Meeting:

(a)          amending any provision of the Trust Deeds;

(b)          appointing any successor as trustee of any of the Trusts;

(c)          the acquisition or disposition of assets by Te Kauhanganui, or the acquiring of rights or interests or incurring of obligations or liabilities by Te Kauhanganui, the value of which is 10% or more of the assets of all the Trusts;

(d)         consent or approval to any final settlement of Waikato’s outstanding Treaty claims;

(e)          the acquisition or disposition of assets by Tainui Group Holdings Limited having a value which is 30% or more of the gross value of the assets of Tainui Group Holdings Limited.

7.         In relation to the proposed re-branding of the organisation, the Committee recommends that the following names changes:

(c)   That the name of the Waikato Raupatu Lands Trust be changed Waikato Lands Trust;

(d)   That the name of Te Kauhanganui and Te Arataura be changed to Waikato Te Kauhanganui and Waikato Te Arataura

8.         Attached at Appendix 2 is a draft copy of the revised Rules that give effect to the restructuring recommendations. These draft Rules also cover all consequential rule changes relating to the procedures for calling meetings etc.

SUMMARY OF ISSUES RAISED BY THE BOARD (sic)

Members of Te Arataura

9.         The current members of Te Arataura will continue in that capacity and will not require to be re-elected by reason of Te Kauhanganui becoming the Trustee of the Lands Trust. Te Arataura can decide amongst itself whether it wants to hold a re-election of its officers.

Charitable Status

10.       As per the attached advice from Ernst Young at Appendix 3 changing the Trustee of the Lands Trust from WRTCL to Te Kauhanganui will not affect the charitable status of the Lands Trust.

11.       To qualify for registration with the Charities Commission, however, the Committee recommends that the Trust Deed be amended as set out in the resolutions below.

Mandates

12.       It will be necessary for Te Kauhanganui to replace WRTCL as the Mandated Iwi Organisation for the purposes of the Maori Fisheries Act 2004. The Legal advice states that they do not envisage any problems in obtaining approval to this from Te Ohu Kai Maona Trustee Limited.

13.       The legal advice also provides that they do not consider that the negotiations in relation to the Waikato River Claim will be prejudiced in any way if Te Kauhanganui replaces WRTCL as Trustee of the Lands Trust.

RECOMMENDATIONS

To give effect to the recommendations above, the Committee recommends that the respective Boards approve, subject to the approval of Te Kauhanganui, the following resolutions:

WAIKATO RAUPATU TRUSTEE COMPANY RESOLUTIONS:

WRTC to retire as Trustee and appoint TKHN

1.         THAT, subject to the conditions set out below, the Company retire as trustee of the Lands Trust and appoint Te Kauhanganui to be the Trustee of the Lands Trust in place of the Company, and that the Undertaking (as defined below) vested in the Company as Trustee of the Lands Trust vest in Te Kauhanganui (to the exclusion of the Company) upon the terms and subject to the powers and conditions expressed and implied in the Trust Deed SUBJECT ALWAYS to the following conditions:

(a)       the approval by a Special Resolution of the Members of Te Kauhanganui to Te Kauhanganui being appointed as successor to the Company as Trustee of the Lands Trust, and to the vesting of the Undertaking in Te Kauhanganui, and to any changes to the Rules of Te Kauhanganui which may be necessary or desirable to enable or facilitate these actions; and

(b)       entry into a Deed of Succession between the Company and Te Kauhanganui formally recording the above actions and specifying a date upon which they will come into effect.

For the purposes of this Resolution Undertaking means the Trust Property as defined in the Trust Deed, and all other property, rights, duties, powers and liabilities of the Lands Trust and of the Company in its capacity as Trustee of the Lands Trust and, without limiting the generality of the foregoing, includes the right to be recognised as the Mandated Iwi Organisation for the purposes of the Maori Fisheries Act 2004 and the right to represent Waikato-Tainui as the mandated body to facilitate the negotiations with the Crown in relation to the Waikato River Claim and other outstanding claims.

Name Change

2.         THAT, subject to the approval of a Special Resolution of the Members of Te Kauhanganui, clause 2.1 of the Trust Deed shall be amended so that the Lands Trust shall be known as the “WAIKATO LANDS TRUST”, such change of name to come into effect on a date to be specified in the Deed of Succession referred to above.

Charities Commission Requirements – this is so rich given citizen Paki’s extreme greed!

3.         THAT subject to the conditions set out below, clause 15 of the Trust Deed be deleted and the following substituted therefore:

“15      NO BENEFIT OR ADVANTAGE (except to citizen paki!)

15.1     If the Trustee or any other company or trust shall carry on any business for the purposes of the Trust, no person who is a person referred to in paragraphs (i) to (iv) inclusive of section CW 35(5) of the Income Tax Act 2004 shall, in any way, whether directly or indirectly, determine, or materially influence the determination of, the nature or extent of a relevant benefit or advantage that he or she may receive from the business operations of the Trust, or the circumstances in which a relevant benefit or advantage is, or is to be, given or received by him or her.”

SUBJECT ALWAYS to the following conditions:

(f)        The approval by a Special Resolution of the Members of Te Kauhanganui to the above change; and

(g)        Entry into a Deed of Variation recording the above change and specifying a date upon which it will come into effect.

TE ARATAURA RESOLUTIONS:

 TKHN appointment as Trustee

1.                     THAT, subject to the conditions set out below, Te Kauhanganui accept appointment as the Trustee of the Lands Trust in place of WRTCL and accept the vesting in Te Kauhanganui of the Undertaking (as defined below) previously vested in WRTCL as Trustee of the Lands Trust (to the exclusion of WRTCL) upon the terms and subject to the powers and conditions expressed and implied in the Trust Deed SUBJECT ALWAYS to the following conditions:

(a)      the approval by a Special Resolution of the Members of Te Kauhanganui to Te Kauhanganui being appointed as successor to WRTCL as Trustee of the Lands Trust, and to the vesting of the Undertaking in Te Kauhanganui, and to any changes to the Rules of Te Kauhanganui which may be necessary or desirable to enable or facilitate these actions; and

(b)      entry into a Deed of Succession (copy attached at Appendix 4) between Te Kauhanganui and WRTCL formally recording the above actions and specifying a date upon which they will come into effect.

For the purposes of this Resolution Undertaking means the Trust Property as defined in the Trust Deed, all other property, rights, duties, powers and liabilities of the Lands Trust and of the Company in its capacity as Trustee of the Lands Trust and, without limiting the generality of the foregoing, includes the right to be recognised as the Mandated Iwi Organisation for the purposes of the Maori Fisheries Act 2004 and the right to represent Waikato-Tainui as the mandated body to facilitate the negotiations with the Crown in relation to the Waikato River Claim and other outstanding claims.

Name Change for TKHN and TAT

2.         THAT, subject to the approval of a Special Resolution of the Members of Te Kauhanganui, the name of Te Kauhanganui o Waikato Incorporated be changed to Waikato Te Kauhanganui Incorporated, and the name of Te Arataura be changed to Waikato Te Arataura.

Notice of General Meeting of TKHN to Chairperson of TKHN

3.         THAT the Chairperson of Te Arataura forthwith give to the Chairperson of Te Kauhanganui the Notice tabled at the meeting and that the Chairperson of Te Arataura arrange for notice of a General Meeting of Te Kauhanganui to be given to the Members of Te Kauhanganui in accordance with the Rules of Te Kauhanganui such meeting to be held on the 15^th day of December 2007.

Oh dear!