DEED OF THE

NELSON MEDIA ACCESS TRUST

THIS DEED is made the …18.th day of April…………. 2007

BETWEEN:

Alan Ebdon of Nelson, Company Director and

Gary Clover of Nelson and

Alan Berryman, businessman of Nelson and

Doug Brooks, teacher of Nelson and

Karen Hippolite-Combes of Nelson and

Sue Berryman of Manager Nelson and

Lyn Harris-Hogan of Nelson

WHEREAS:

A. The parties to this deed wish to establish a charitable trust (“the Trust”) for the objects described in Clause 3 of this deed.

B. The parties have agreed to enter into this deed specifying the purposes of the Trust and providing for its control and governance.

THIS DEED WITNESSES:

1. Name

The name of the trust shall be the "Nelson Media Access Trust".

2. Office

The office of the Trust shall be such place as the Board of Trustees may determine.

3. Purposes

The purposes of the Trust are as follows:

a) To generally support and promote the activities and objectives of family values.

b) Co-ordination of public access through community based media in the greater Nelson/Golden Bay region and other locations;

c) Provision of low cost access to the media for community based groups and organisations;

d) Facilitation of community and family based programming to enhance understanding of other organisations and groups;

e) To provide a voice on sound family value concerning community groups and organisations wishing to educate, explain, listen and understand;

f) To organise and arrange the raising of funds by means the Board thinks necessary to allow the Board to carry out the objectives of the Trust;

g) Generally to do what is consistent with these objects and may conveniently or advantageously be carried on in connection with them but only in so far as it is charitable according to the laws of New Zealand;

h) To make available to any charity (according to the laws of New Zealand) for such of the objectives of that charity as accord with the above objectives of the Trust.

i) To generally provide 24hour family safe programming to all age groups. The Trust will not permit adult only material that is unsuitable for a younger audience.

j) To receive applications from groups and organizations for the broadcast / publication of programming, material, advertising and other sourced material.

k) To approve programming for broadcast or publication by board consensus.

l) To generally ensure all material for broadcast and or distribution is in good taste and is not restricted to any age group or time slot of broadcast.

m) Trustees will operate the trust to the best of their abilities using their skills, experience and moral judgement to ensure the trust is lawfully operated with sound moral judgement.

Notwithstanding anything in this Deed, the objects shall always be confined to purposes within New Zealand that are charitable according to the laws of New Zealand.

4. Structure of the Trust

The Trust shall be administered by a Board of Trustees ("the Board") that shall be accountable to and elected by members of the Trust.

5. Members of the Board

5.1 Number of Board.

The Board shall consist of not less than four (4) and not more than twelve (12) members.

5.2 Membership of Board.

The signatories to this deed shall be the new trustees and subsequently the Board

shall be elected at each annual general meeting of the Trust.

5.3 Retirement of Board.

1) The Board shall retire at each annual general meeting, but shall be eligible for re-election at the same and subsequent meetings.

2) Any Trustee or Executive member who is absent for more than 3 consecutive meetings without notice is deemed to have resigned their position.

5.4 Nomination to Board.

Nomination for position on the Board shall be by way of notice of nomination in writing endorsed with the consent of the nominee and given to the Secretary not less than twenty-four hours before the time fixed for the annual general meeting. If there are insufficient nominations to fill the vacant positions on the Board, oral nominations may be received at the annual general meeting provided that no member shall be elected who has not consented to being nominated.

5.5 Vacancies.

Subject to rule 5.l, the Board shall have the power to nominate further members on the Board and to fill any casual vacancy on the Board until the next annual general meeting.

5.6 Name of Board.

The name of the Board shall be the "Nelson Media Access Trust Board".

6. Proceedings of the Board.

6.1 Meetings.

The Board shall meet at such times and places as it determines (but not less than twice per annum), and shall elect a chairperson from amongst its members at its first meeting and at every subsequent annual general meeting.

6.2 Officers.

The Board shall appoint the officers of Secretary and Treasurer. These offices may be combined. The Secretary and Treasurer need not be members of the Board.

6.3 Chairperson.

The chairperson shall preside at all meetings of the Board at which she or he is present. In the absence of the chairperson from any meeting the members present shall appoint one of their number to preside at that meeting.

6.4 Quorum.

At any meeting of the Board a majority of members shall form a quorum, and no business shall be transacted unless a quorum is present.

6.5 Voting.

All questions before the Board shall be decided by consensus. However, where a consensus decision cannot be reached on a question it shall, unless otherwise specified in this deed, be put as a motion to be decided by a majority of votes. If the voting is tied, the motion shall be lost.

6.6 Minutes.

The Secretary shall attend all board and management meetings and keep minutes of all Board and other meetings which shall be available for inspection by Board members at reasonable times. Copies of the Minutes of these meetings and other relevant information is to be circulated to those who attended the meeting and those who require a copy as approved by the meeting.

7. Powers.

7.1 General and specific powers.

In addition to the powers implied by the general law of New Zealand or contained in the Trustee Act 1956, the powers which the Board may exercise in order to carry out its charitable objects are as follows:

a) to use the funds of the Trust as the Board thinks necessary or proper in payment of the costs and expenses of the Trust, including the contracting of professional advisers, agents, officers and staff as appears necessary or expedient; and

b) to purchase, take on lease or in exchange or hire or otherwise acquire any land or personal property and any rights or privileges which the Board thinks necessary or expedient for the purpose of attaining the objects of the Trust, and to sell, exchange, bail or lease, with or without option of purchase, or in any manner dispose of any such property, rights or privileges as aforesaid, and

c) to carry on any business, and

d) to invest surplus funds in any way permitted by law for the investment of trust funds and upon such terms as the Board thinks fit, and

e) to raise money from time to time and upon such terms as to priority and otherwise as the Board thinks fit, and

f) to do all things as may from time to time appear desirable to enable the Board to give effect to and to attain the charitable purposes of the Trust.

g) Excludes entering into debt, liabilities which could incur debt to the trust and or board members without specific approval of the members at an AGM (Annual General Meeting) or SGM (Special General Meeting).

7.2 Contracts.

Under rule 7.1 (a) the Board may contract as agents, officers and staff persons who are members of the Board and in such circumstances the Board shall before contracting any such persons approve the fees and objectives in respect of each such contract.

8. Income, benefit or advantage to be applied to charitable purposes.

8.1 Application.

Any income, benefit or advantage shall be applied to the charitable purposes of the Trust.

8.2 Influence.

No member or person associated with a member of the Trust shall derive any income, benefit or advantage from the Trust where they can materially influence the payment of the income, benefit or advantage except where that income, benefit or advantage is approved by the Board and which is derived from:

a) professional services to the Trust rendered in the course of business charged at no greater rate than current market rates, or

b) interest on money lent at no greater rate than current market rates.

8.3 Conflict of interest

Where any member or person associated with a member of the trust shall exclude themselves from any discussion where that discussion relates to any pecuniary interest or gain.

9. Accounts

9.1 True and fair accounts.

The Board shall keep true and fair accounts of all money received and completed. Receipts are to be provided wherever possible for all donations and income.

9.2 Audit.

The Board shall as soon as practicable after the end of every financial year of the Board, cause the accounts of the Board for that financial year to be audited by an accountant appointed by the Board for that purpose and the Board shall present the audited accounts to the annual general meeting of the Trust together with an estimate of income and expenditure for the current year.

10. Power to Delegate.

10.1 Power to delegate.

The Board may from time to time appoint any committee or person and may delegate in writing any of its powers and duties to any such committee or to any person, and the committee or person as the case may be, may without confirmation by the Board exercise or perform the delegated powers or duties in like manner and with the same effect as the Board could itself have exercised or performed them, ensuring that the said powers and duties are exercised within the guidelines given and agreed upon by the Board. Should the powers and duties fall outside the guidelines formally agreed upon then the committee or person must obtain a written authority from the Board before proceeding.

10.2 Delegate bound.

Any committee or person to whom the Board has delegated powers or duties shall be bound by the charitable terms of the Trust.

10.3 Delegation revocable.

Every such delegation shall be revocable at will, and no such delegation shall prevent the exercise of any power or the performance of any duty by the Board.

10.4 Delegate need not be Board member.

It shall not be necessary that any person who is appointed to be a member of any such committee, or to whom any such delegation be made, be a member of the Board.

10.5 Board liability

The trust will take out and keep current a liability insurance policy for individual board members.

11. Common Seal

The Board shall have a Common Seal which shall be kept in the custody of the Secretary, or such other officer as shall be appointed by the Board, and shall be used only as directed by the Board. It shall be affixed to documents only in the presence of and accompanied by the signature of two members of the Board.

12. Membership of the Trust

12.1 Any person, group or organisation, including any family group, which agrees with the purposes of the Trust may, subject to the Board's approval, become a member of the Trust by application in writing and upon payment of a subscription (if any).

12.2 A register of members shall be maintained.

13. Subscription

The Board may require members of the Trust to pay a subscription of such amount or amounts as may from time to time be fixed by resolution in general meeting.

14. Resignation of members of the Trust

14.1 Resignation by notice

Any member of the Trust may resign membership at any time by giving to the Secretary notice in writing to that effect and such notice, unless otherwise expressed, shall take effect immediately.

14.2 Resignation deemed.

Any member who fails to pay the annual subscription on or before the expiration of twelve months after it has become due shall be deemed to have resigned membership.

15. Expulsion of members of the Trust

15.1 Notice of complaint.

Any person may make a complaint to the Board that the conduct of a member of the Trust is or has been injurious to the character of the Trust. Every such complaint shall be in writing and addressed to the Secretary.

15.2 Meeting.

If the Board considers that there is sufficient substance in the complaint, it may invite the member to attend a meeting of the Board and to offer a written or oral explanation of the member’s conduct.

15.3 Notice of meeting.

The Board shall give the member at least fourteen (14) days written notice of the meeting. The notice shall:

a) sufficiently inform the member of the complaint so that the member can offer an explanation of the member’s conduct, and

b) inform the member that, if the Board is not satisfied with the member’s explanation, the Board may expel the member from the Trust.

15.4 Board may expel.

If, in the meeting, the Board decides to expel the member from the Trust, the member shall cease to be a member of the Trust.

15.5 Appeal.

A member expelled by the Board may within 14 days give written notice of appeal to the secretary. The Secretary shall then call a Special general Meeting to take place within 21 days of receipt of the notice of appeal. If that meeting passes a resolution rescinding the expulsion, the member shall be reinstated immediately.

16. Annual General Meeting

16.1 Time and place of meeting.

The Annual General Meeting shall be held every 12 months at such place, date and time as the Board shall determine.

16.2 Business of meeting.

The Annual General Meeting shall carry out the following business:

a) receive the minutes of the previous Annual General Meeting and of any other Special General Meeting held since the last Annual general Meeting, and

b) receive the Trust’s statement of accounts for the preceding year and an estimate of income and expenditure for the current year, and

c) receive reports from the Board and its committees, and

d) elect members of the Board, and

e) fix the annual subscription (if any), and

f) consider and decide any other matter that may properly be brought before the meeting.

17. Special General Meeting

17.1 Secretary may call meetings.

A Special general Meeting of the Board shall be called by the Secretary on receipt of a request in writing for such a meeting stating the reason for having the meeting and signed by not less than ten members of the Trust.

17.2 Meeting for appeal against expulsion.

Subject to the provisions of rule 14 a Special General Meeting of the Board shall be called by the secretary for the purpose of hearing an appeal from an expelled member.

17.3 Notice of meeting.

The prescribed notice calling a Special general Meeting shall state in general terms the business for which the meeting is called and at that meeting only the business stated shall be discussed.

18. Procedure for General Meeting

18.1 Definition.

In these rules the term “General Meeting” includes both an Annual General Meeting and a Special General Meeting.

18.2 Notice of meeting.

Fourteen days written notice of each General Meeting shall be given to all members of the Trust. This notice shall state that the meeting is the Annual General Meeting or a Special general Meeting as the case may be and shall specify the place, date and time at which the meeting is to be held.

18.3 Quorum.

Twenty (20) members of the Trust present personally or fifty percent 50% of the members, whichever is the less, shall constitute a quorum for a General Meeting.

18.4 Chairperson.

The Chairperson of the Board or the Chairperson’s nominee shall chair each general meeting.