Articles of Incorporation Of JAMAICA HERITAGE FOUNDATION LIMITED
(Hereinafter referred to as the Association)
POWERS AND OBJECTIVES
1. Jamaica Heritage Foundation Limited, exists to protect and preserve significant and endangered cultural heritage sites in Jamaica. JHFL specifically focus its funding and conservation efforts in Jamaica because of the scarce human, technical and financial resources in this country to protect our historical treasures, and for the economic promise heritage sites have as community-based, responsibly-managed tourist destination.
A. Seeks to encourage the identification. protection and preservation of cultural and natural heritage sites and build national pride. To establish a management plan and set up reporting and maintenance system sustainable into the future. To encourage the participation of the local population in the preservation of their heritage.
B. Heritage is our legacy from the past, what we live with today and what we pass on to future generations. Our natural heritage is an irrestible source of life and inspiration. They are our touchstones. our points of reference, who we are. a source of national pride.
2) The association has the following powers, which shall be exercised solely in the furtherance of the above mentioned objects.
a) To take such steps by personal or written appeals. public meetings, or otherwise, As may from time to time he deemed expedient for the purpose of producing contribution to the funds of the association, in the shape of donations, annual subscriptions. or otherwise.
b) To purchase, take on lease or in exchange, hire or otherwise acquire any real and Personal estate which may be deemed necessary or convenient for any of the purposes of the association;
c) To construct, maintain, and alter any school building, churches, houses, buildings Or works necessary or convenient for the purposes of the association;
d) To purchase or otherwise acquire and sell give or distribute bread, flour, rice poultry food general provision and consumable articles of all kinds;
e) To take any gift of property, whether subject to any special trust or not, for any or more of the objects of the association;
f) To obtain contributions in cash and kind sponsorship from business in Jamaica and/or any other country and to apply such contributions and proceeds of sponsorship towards the objects of the association;
g) To print and publish any newspapers periodicals books pictures, or leaflets music and songs that the association may think desirable for the promotion of its objects;
h) To sell, manage, lease, mortgage, dispose of, or otherwise deal with all or any part of the property of the association;
i) To borrow and raise money in such manner as the association may think fit;
j) To invest the monies of the association not immediately required for its purpose in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consent (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided;
k) To undertake and execute any local trust or any agencies business which may seem directly or indirectly conductive to any of the objects of this association;
l) To subscribe to any local or other charities. and to grant donations for any public purpose. And to prove a superannuation fund for the servants of the associations, or otherwise to assist any such servants, their widows and children;
m) To establish and support, and to aid in the establishment and support of`, any other associations formed for all or any of the objects of this association;
n) To amalgamate with any companies. institutions. societies or associations having objects altogether or in part similar to those of this association;
o) To purchase or otherwise acquire and undertake all or part of the property, assets, liabilities and engagements of anyone or more of the companies, institution, societies or associations with which this association is authorized to amalgamate;
p) To transfer all or any of the part of the property, assets, liabilities and engagements of this association to anyone or more of the companies, institutions, societies or associations with, which this association is authorized to amalgamate;
q) To do all or such lawful things as are incidents or conductive to the attainment of the above objects or any of them provided that in case association shall take or hold any property which may be subject to trusts, the association shall deal with or invest the same in such manner as allowed by law. having regards to such trust;
r) To invest in the capital and the funds of the association and any accretions to capital and the income of the association or such part thereof as the directors may determine in any and all real and personal securities and other property whatsoever kind and whosesoever situate including real estate, mortgages, debentures, stocks, shares bonds, bills of sale, notes scrip or other obligations or securities and third part and where the property either as principal or as trustee, agent or nominate for any third part and where the association shall purchase any of the above-mentioned property to pay for the same in cash or by issuing shares in or debentures of the association or in any other manner what so ever as the directors of the association may from time to time think fit. and where the association shall purchase or sell property to lease such sums and upon such terms as the director think fit.
s) To let or lease any such premises or pans thereof and to provide such facilities for the occupiers or tenants as are commonly provided in residential flats business offices or hotels and to grant easements, profits or other right in over or under the said land and to acquire such right in over or under any adjoining lands;
t) To improve, manage, cultivate, develop, exchange, let or lease or otherwise, mortgage, charge, sell dispose of tum to account, grant rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the association;
u) To lend and advance money or give credit to any persons, firms or companies. And on such terms as may seem expedient, and to give guarantees or become surety for any person, firms or companies;
v) To draw, make, accept, endorse, discount execute and issue promissory notes, bills of exchange, checks, bills of lading, warrants, debentures and other negotiable or transferable instruments;
w) To enter into any arrangements with any government or authorities (supreme, municipal, local or otherwise), or any corporations, companies, firms or persons that may seem conductive to the attainment of the association’s objects or any of them, and to obtain from any such government, authority, corporation, firm or person, any charters, contracts, degrees, rights, privileges and concessions which the association may think desirable, and to carry out, exercise and comply with any such characters.
x) To subscribe for, take, purchase or otherwise acquire and hold shares or other interests in or securities of any other company having objects altogether or in part similar to those in this association or carrying on any business capable of being carried on so as directly or indirectly to benefit this association.
80. The income and property of the Association whence so ever derived shall be applied solely towards the promotion of the objects of the Association as set forth in this Articles of Incorporation, and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of prolit to the members of the Association, Provided that nothing shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the Association or to any member of the Association in return for any services actually rendered to the Association nor prevent the payment of interest at a rate not exceeding six per centum per annum on money lent. or reasonable and proper rent for premises demised or let by any member to the Association but so that no member of the council of management or governing body of the company shall be appointed to any salaried office of the Association or any office of the Association 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 repayment of out—of-pocket expenses, and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Association, so however, that the provision last mentioned shall not apply to any payment to any railway, gas, electric lighting. water. cable or telephone company of which a member of the council of management or governing body may be a member or any other company in which such member shall not hold more than one hundredth part of the capital, and such member shall not be bound to account for any share of protits he may receive in respect of such payment.
81. No addition, alteration or amendment shall be made to or in the regulations contained in the Articles of Incorporation for the time being in force, unless the same shall have been previously submitted to and approved by the Minister.
82. Paragraphs 80 and 81 herein contain conditions on which the Minister grants a License to the Association in pursuance of Section 16 of the Act.
83. The liability of the members is limited.
84. Every member of the Association undertakes to contribute to the assets of the Association in the event of the same being wound up during the time that he 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 ceases to be a member, and of the costs, charges, and expenses or winding up of the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding $2000.00.
85. lf upon winding up or dissolution of the Association there remains after the 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 shall be given or transferred to some institution or institutions having objects similar to the objects of the Association and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of paragraph 80 hereof, such institution or institutions to be determined by the members of the Association at or before the time of dissolution or in default thereof by such Judge of the Supreme Court as may have jurisdiction in the matter and if and so far as effect camiot be given to the aforesaid
provision then to some charitable.
86. True accounts shall be kept of the sums of money received and expended by the Association, and the matters in respect of which such receipts and expenditure takes place, and of the property, credits and liabilities of the Association, and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Association for the time being shall be open to inspection of members. Once at least in every year the accounts of the Association shall be examined and the correctness of the balance sheet ascertained by one or more qualified auditor or auditors.
Jamaica Heritage Foundation
Jamaica Heritage Foundation 