Founded February 2019
GOODWILL SCHOOL ALUMNI FOUNDATION LIMITED
Powers & Objectives
1. The objects for which GOODWILL SCHOOL ALUMNI FOUNDATION LIMITED is established are:
a. To advance education through the collection and distribution of funds, educational materials, sporting gears and equipment to the Goodwill Primary School and Goodwill Community Centre. To contribute to education and youth development for children in Goodwill District, St. James and surrounding communities. To support scholarships, feeding programs, teaching programs, and sports programs.
b. To improve the health, economic and social conditions of students through the collection and distribution of food, clothing and money, and to utilize same and any other means which will further the purpose.
c. To assist with the acquisition of books, computers, educational materials, sporting gears and equipment for Goodwill Primary School and other learning institutions in the community.
d. To solicit, accept and use contributions of funds and other property for the support of the objects described above.
e. To liaise, collaborate with or to conduct exchange programmes with local and international bodies, organization or institutions having similar or compatible interest described in the objects set out above.
f. To assist with building a multipurpose court to facilitate, netball, volleyball, and basketball activities and aid after-school programs such as tutoring, mentoring, and team building activities.
2. The GOODWILL SCHOOL ALUMNI FOUNDATION LIMITED shall have the following powers, inter alia, which shall be exercised solely in the furtherance of such of the GSAF Powers and Objectives of the company as are charitable.
a. To acquire, hold, purchase, receive, lease, exchange, posses, hire or otherwise whatsoever in fee simple, for leasehold or for any other estate or interest therein, and all other property real, personal or mixed.
b. To grant, sell, lease, let, charge, improve, manage, develop, assign, dispose of, turn to account, or otherwise deal with all or any of the company's properties, both present and future so held or vested or any part thereof.
c. To borrow or raise or secure the payment of the money in such manner as the company may think fit and in particular to mortgage or charge all or any part of the properties and rights of the company and to borrow or secure the payment of money by the issue of securities, (both present and future) held by or vested in the company and to redeem and payoff such securities.
d. To enter into bond or give easy guarantee or indemnity for the due performance of any contract, agreement, debt or other obligation and to guarantee the account of any person with the bank, society, company or person and to sign and execute any document or instrument necessary in connection with the foregoing and to vary the investments of the company.
e. To appoint an attorney or attorneys for such time and purpose and with such power as may be stated in the instrument of appointment and to revoke any such appointed.
f. To appoint such officers and servants as the company may deem fit for carrying out its objects (including honorary officers) and to define their duties and fix the amount of their emolument or compensation, if any.
g. To appoint committees for carrying out the policies of the company and make rules governing their functions and duties.
h. To make rules according to the written words of the constitution and conduct of the affairs of the said company, including the membership and officers thereof.
i. To provide for the constitution and establishment of the company within any
part of Jamaica and to define the powers and duty of such branches according to the constitution.
j. To make any gift of property, whether subject to any special trust or not, for anyone or more of the objects of the company and to accept donations (whether real or personal estate) and devises and requests for all or any of the purpose aforesaid.
k. To conduct, maintain and alter any houses, building or works necessary or convenient for the purposes of the company including provisions for schools, clinics, homes for the elderly, or any other charitable institutions necessary for the attainment of the company's objectives.
l. To take such steps by personal or written appeals, public meetings or otherwise as may from time to time be deemed expedient for the purpose of annual subscriptions or otherwise.
m. To print or publish any newspaper, periodicals, books or; leaflets that is desirable for the promotion of its objects.
n. To invest any moneys of the company that is not immediately required for any of its objects in such manner as may from time to time be determined by the board of Directors.
o. To undertake and execute any trust or other duties which are conducive to any of the objects of the company.
p. To subscribe to any local charities, and to grant donations for public purposes, and assist indigent persons in special circumstances whenever the company consider such assistance necessary.
q. To amalgamate with any companies, institutions, societies or organizations having objects altogether similar to those of this company based on the constitution and to purchase or otherwise acquire and undertake all or any part of the property, whether real or personal assets, liabilities or engagements of anyone or more of the company's institutions, societies or organizations with which the company is authorized to amalgamate.
r. To transfer all or any part of the property, whether real or personal assets, liabilities or engagements of this company to anyone or more of the company's institutions, societies or organizations with which this company is authorized to amalgamate.
s. To provide for the gratuitous relief, with money, food, or other assistance of
necessitous persons who are members of the community served by Goodwill Primary School.
t. To pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the company, or which are in the nature of preliminary expenses including therein, the cost of the printing and stationery and expenses attendant upon the formation of agencies and sub-committees.
u. To draw, accept, and make, and to endorse, discount, and negotiate cheques, bills of exchange, and promissory notes and other negotiable instruments.
v. The company shall not support with its funds and objects, or endeavours to impose on or procure to be observed by its members or others, any regulations, restrictions, or conditions which if an object of the Company would make it a trade union.
w. To establish and support, and to aid in the establishment and support of any other bodies or organization formed for all or any of the objects of this company.
GOODWILL SCHOOL ALUMNI FOUNDATION LIMITED
3. The income and property of the GOODWILL SCHOOL ALUMNI FOUNDATION LIMITED acquired from whatever place or source shall be applied solely towards the promotion of the objects of the organization as set forth in the 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 profit to the members of the organization.
Provided that nothing shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the organization or to any member of the organization in return for any services actually rendered to the organization nor prevent the payment of interest at a rate not exceeding six percent per annum on money lent, or reasonable and proper rent for premises demised or let by any member to the organization 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 organization or any office of the organization paid by fees, and that no remuneration or other benefit in money or money's worth shall be given by the organization 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 organization, so however, that the provision last mentioned shall not apply to any payment to any gas, electric lighting, water, cable or telephone company of which a member of the council 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 profits he may receive in respect of such payment.
4. No addition 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.
5. Articles 3 & 4 herein contain conditions on which a License is granted by the Minister to the organization in pursuance of Section 16 of the Act.
6. Every member of the organization undertakes to contribute to the assets of the organization in the event of the same being wounded up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the organization contracted before the time at which he ceases to be a member, and of the costs, and expenses or winding up of the same, and for the adjustment of the rights of the contributors among themselves, such amount as may be required not exceeding $5000.
7. If upon winding up or dissolution of the organization 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 organization, but shall be given or transferred to some institution or institutions having objects similar to the objects of the organization and which shall prohibit the distribution of its or their income and property among it is or their members to an extent at least as great as is imposed on the organization under or by virtue of article 3 hereof, such institution or institutions to be determined by the members of the organization 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 cannot be given to the aforesaid provisions then to some charitable organization.
8. True accounts shall be kept of the sums of money received and expended by the organization, and the matters in respect of such receipts and expenditure takes place, and of the property, credits and liabilities of the organization, 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 organization for the time being shall be open to inspection of members. Once at least in every year the accounts of the organization shall be examined and the correctness of the balance sheet ascertained by one or more qualified auditor or auditors.
9. The directors shall not receive remuneration but shall be reimbursed all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any Committee of the Directors or general meeting of the organization or in connection to the business of the organization.
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