THE COMPANIES LAW (CHAPTER 69)

Company Limited by Guarantee

MEMORANDUM OF ASSOCIATION
(Approved at Conference 1979 Jan 2nd, 1979)

JAMAICA TEACHERS' ASSOCIATION (J.T.A.)

1. The name of the Company is "JAMAICA TEACHERS' ASSOCIATION (J.T.A.), herein after referred to as "The Association".

2. It shall be non-sectarian, non-political and non-partisan in character.

3. The registered office of the Association will be situated at 97 Church Street in Kingston or in such other town or place in Jamaica as may from time to time be determined by the Association.

4. The objects for which the Association is established are:

(i) To promote, within its competence, the educational interest of the country and keep the public informed concerning educational matters of importance and urgency.

(ii) To promote and maintain the unity of the teaching profession, widen the scope of its usefulness, and safeguard the interests of those comprising its membership.

(iii) To aid the achievement and maintenance of high professional, ethical and moral standards among all teachers.

(iv) To consider and make representations to appropriate authorities on matters of common interest to its members.

(v) To afford the Ministry of Education and other Educational Authorities the benefit of teachers' collective ideas, opinions and experiences on educational questions.

(vi) To keep under scrutiny and consideration the operations of the Education Laws and all Rules and Regulations arising therefrom so as to ensure that they serve the best interests of education.

(viii) To acquire, receive, hold and administer property in the interest and for the benefit of its members.

(ix) To provide social facilities and amenities for use by members.

(x) To engage in business for the benefit of the Association and its members.

(xi) To hold or promote competitions of any description authorised by law or to advertise or promote the sale of any publication issued by it or in which it may be interested.

(xii) To present, produce, manage, conduct and represent plays, revues, concerts, shows exhibitions, or other entertainment.

(xiii) To construct and maintain and alter any structure, buildings, works and plant necessary or convenient for the objects of The Association.

(xiv) To apply for, take Out, purchase or otherwise acquire and operate any powers, rights, licenses or concessions statutory or otherwise which may be useful for the Association's objects.

(xv) To sell, let or lease, or hire mortgage, give in exchange or dispose of the whole or any part of the real and personal property of the Association on such terms as The Association shall determine.

(xvi) To pay for any services rendered to The Association in such manner and on such terms as may generally be determined by the Association.

(xvii) To invest and deal with the monies of The Association not immediately required in such manner as may be from time to time determined.

(xviii) To borrow and raise money in such manner as The Association shall think fit and in particular by the issue of debenture stock perpetual or redeemable and to secure the repayment of any monies borrowed or raised or owing by The Association by mortgage charge or lien upon the whole or any part of The Association's property or assets (whether present or future) and also by a similar mortgage charge of lien to secure and guarantee the performance by The Association of any obligations or liability it may undertake.

(xviv) To draw, make, accept, endorse discounts, execute and issue all instruments both negotiable and non-negotiable and transferable and non-transferable including promissory notes, bills of exchange, bills of lading, warrants and debentures and bonds.

(xx) To lend and advance money or give credit to such persons and on such terms as may be thought fit and to give guarantees or become security for any such persons.

(xxi) To enter into any arrangements with any Governments or authorifies (supreme, municipal, local or otherwise), or any companies, firms or persons that may seem conducive to the attainment of The Association's objects or any of them, and to obtain from any such Government, auuhority, company, firm or person any charters, contracts, decrees, rights, privileges and concessions which the Association may think desirable and to carry out, exercise and comply with any such charters, contracts, decrees, rights, privileges and concessions.

(xxii) To pay all or any expenses incurred in connection with the formation, promotion and incorporation of the Association or to contract with any person, firm, company or other Teachers' Organisation to pay the same and to pay commission to brokers and others for underwriting, placing, selling or guaranteeing the subscription of any debentures or securities of this Association.

(xxiii) To sell and buy merchandise of every description.

(xxiv) To undertake and execute any trusts the undertaking whereof may seem desirable and either gratuitously or otherwise.

(xxv) To amalgamate with any other Teachers' Organisation or union in Jamaica if considered in the interests of The Association.

(xxvi) To do all such other lawful things as are incidental or conducive to the attainment of the above objects or any one or more of them.

5. The income and property of The Association, whencesoever derived, shall beapplied solely towards the promotion of the objects of The Association as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by ways of dividends, bonus, or otherwise howsoever by way of profit, to the Members of The Association. Provided that nothing herein shall prevent the payment, in good faith, of remuneration to any officer or servant of The Association, nor to prevent the payment of interest at a rate not exceeding ten percent per annum on money lent,or reasonable and proper rent for premises demised or let by any Member of the Association, but so that no Member of the Council of Management or governing body of the Association shall be appointed to any salaried office of The Association or any office of TheAssociation paid by fees, and that no remuneration or other benefit in money or money's worth shall be given by the Association to any Member of such Council or governing body except payment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let by the member of the Association.

Provided that the provision last aforesaid shall not apply to any payment to any public company of which a Member of the Council of Management or governing body may be a Member or any other company which such Members shall not hold more that one-hundredth part of the capital, and such Member shall not be bound to account for any share of profits he may receive in respect of such payment.

6. The liability of the Members is limited.

7. Every Full Member of the Association as defined in the Articles of Association undertakes to contribute to the assets of The Association in the event of the same being wound up during the time that he/she is a member, or within one year afterwards for payment of the debts and liabilities of the Association contracted before the time at which he/she ceases to be a Member, and of the costs, adjustment of the contributories amongst themselves such amount as may be required not exceeding $1.00.

8. If upon winding up or dissolution of the Association there remains, after satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but if and so far as effect can be given thereto shall be given or transferred to some other Teachers' Organisation or institution having objects similar to the objects of the Association, to be determined by the members of the Association at or before the time of dissolution, and in default thereof by such Judge of the High Court of Jamaica as may have or acquire jurisdiction in the matter, and if and so far as effect cannot be given to the aforesaid provisions then to some charitable object for the benefit of teachers and their dependents.

We the several persons whose names and address are subscribed, are desirous of being formed into a Company in pursuance of the Memorandum of Association.