The name of the Association is "WINDSOR RESEARCH CENTRE LIMITED" (hereinafter called "the Association").

The registered office of the Association will be situated in the island of Jamaica.

The objects for which the Association is established are:

(i) To promote research in the field of Natural Sciences with particular reference to the conservation of the Cockpit Country;
(ii) To act as a repository of research papers and to disseminate scientific information on the protection and management of the wildlife;
(iii) To facilitate research through logistic support, lodgings, laboratory facilities, transport, communications, on-site reference documentation;
(iv) To act as liaison between researchers and Environmental and other institutions;
(v) To maintain a directory of local expertise for use by visitors, meteorologists and researchers;
(vi) To create local information packages;
(vii) To develop and maintain a database of existing species and historical of natural flora and fauna;
(viii) To participate and collaborate with students of tertiary and other institutions in the development of science related projects for future research;
(ix) To promote and educate all members of society on the results of research done in and around the Cockpit Country and elsewhere;
(x) To carry out and apply research for socio-economic development and to apply results of this and other research with particular to the conservation of Cockpit Country and growth of crops, technology and sustainability of the local environment;
(xi) To enhance and ensure the protection the natural resources of the island of Jamaica and its environment and to provide for the development and regeneration of the forms of flora and fauna in the island.
(xii) To reserve areas for the preservation of endangered species of wildlife native to Jamaica and to promote the development and regeneration of all flora and fauna therein.
(xiii) To promote and undertake the development and enhancement, maintenance and conservation of surface and subterranean fresh water systems, including spawning and breeding areas, and to enter into projects intended to enhance marine fresh water life ecosystems including, but not limited to, projects for the establishment of Piscine and Avian sanctuaries.
(xiv) To promote a wider knowledge and understanding of the need for and of the methods available for the conservation and preservation of the natural environment and the diversity of wildlife.
(xv) To promote and undertake scientific study and research in the ecological status of areas in and around the island and in the methods available and measures necessary to preserve, enhance and regenerate the natural environment and wildlife in these areas.

The Association shall have the following powers which shall be exercised exclusively in the furtherance of the objects of the Association:

(i) To accept subscriptions and donations (whether real or personal estate) and devises and bequests for all or any of the purposes aforesaid.
(ii) To enter into any arrangements with any government or authorities supreme, municipal, local or otherwise that may seem conducive to the Association's objects or any of them, and to obtain from any government or authority any rights, privileges, and concessions which the Association may think it desirable to obtain, and to carry out, exercise, and comply with any such arrangements, rights, privileges and concessions.
(iii) To enter into, execute and carry out the terms of such Trust Deed or Deeds as might be necessary or desirable to carry out and give effect to the main objects of the Association.
(iv) To adopt and carry into effect, with or without modification such agreements as might be necessary or desirable to carry out and give effect to the main objects of the Association.
(v) To borrow or raise or secure the payment of money by the issue of securities charged upon all or any of the property (both present and future) held by or vested in the Association and to redeem and pay off such securities.
(vi) To raise funds by appealing for and inviting contributions from any person by way of donation, covenant, grant, loan, legacy or subscription.
(vii) To invest any monies of the Association not immediately required for any of its objects in such manner as the directors shall think fit and to realize and vary such investments from time to time.
(viii) To issue on commission, subscribe for, take, acquire and hold, sell or exchange stocks, bonds, obligations, or securities of any government authority or Association.
(ix) Insofar as it might be necessary or desirable to attain and carry out the objects hereinbefore to guarantee the obligations and contracts of other persons.
(x) By way of investment, to lend money and to make advances to other persons.
(xi) To draw, make, accept, endorse, negotiate, discount and execute promissory notes, bills of exchange and other negotiable instruments.
(xii) To amalgamate with any companies, instructions, societies, or associations having humanitarian charitable or educational objects altogether similar to those of the Association and to purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of such companies, institutions, societies, or associations with which the Association is authorised to amalgamate.
(xiii) To transfer all or any of the property, assets, liabilities and engagements of the Association to anyone or more of the companies, institutions, societies or associations with which the Association is authorised to amalgamate pursuant to subparagraph (xii) of this paragraph.
(xiv) To remunerate any person, firm, or Association for services rendered or to be rendered to the Association.
(xv) To insure with any other Association or person against losses, risks or liability which might affect the Association and its employees.
(xvi) To do all such lawful things as are incidental or conducive to the attainment of the objects for which the Association is established, or any of them PROVIDED that the Association shall not support with its funds any object or endeavour to impose on or procure to be observed by its members or any other regulation, restriction or condition which if an object of the company would make it a trade union.

The income and property of the Association, whensoever derived, shall be applied 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 way of dividend, 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 reasonable or 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 but so that no member of the Board of Directors or governing body of the Association 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 Board of directors or governing body except repayment of out-of-pocket expenses.

No addition, alteration or amendment shall be made to or in the provisions of the Memorandum or Articles of Association for the time being in force unless the same shall have been previously submitted to and approved by the Commissioner of Income Tax.

Clauses 5 and 6 of this Memorandum contain conditions upon which the Minister grants a licence to the Association in pursuance of Section 20(1) of the Companies Act.

The liability of the members is Limited.

Every member of the Association undertakes to contribute to the assets of the Association in the event of it being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the Association contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributions among themselves, such amount as may be required not exceeding TWENTY DOLLARS ($20.00).

If upon the 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 f the Association, but shall be given or transferred to some other 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 Clause 5 hereof, such institution or institutions 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 Supreme Court of Jamaica as may acquire jurisdiction in the matter, and if and so far as effect cannot be given to the aforesaid provisions, then to some charitable object.

True accounts shall be kept of the sums of money received and expended by the Association and the matter in respect of which such receipts and expenditure take place and of the property, credits, liabilities of the Association, and may be opened to inspection of the members of the Association in accordance with the regulations of the Association for the time being and subject to any restriction thereby imposed once at least in every year the accounts of the Association shall be examined and the correctness of the balance shall be ascertained by one or more properly qualified auditor or auditors.

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