THE COMPANIES ORDINANCE
(CAP. 212)

A COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF THE
TANZANIA INSTITUTE OF BANKERS LIMITED

1.

The name of the Company is “THE TANZANIA INSTITUTE OF BANKERS LIMITED”.

2.

The registered office of the Company shall be situated at Dar es Salaam in the United Republic of Tanzania.

3. The objects for which the Company is established are:
 
(a)
To promoted, encourage and provide opportunities for members to acquire knowledge of the theory and practice of banking and to facilitate the consideration and discussion of matters of interest to bankers and persons associated with banks and financial institutions;
 
(b)
To act as a regulatory and disciplinary body for the banking profession and to promote professional integrity and ethics and to set standards for the banking profession;
 
(c)
To set, mark and conduct or approve examinations in banking subjects and accordingly to issue diplomas and certificates either alone or jointly with other educational or professional bodies.
 
(d)
To liaise with other educational bodies, colleges and institutions of higher learning and cooperate in the developing of teaching syllabus of the diploma in banking but with the Company remaining the examining body responsible for setting papers, moderating and appointing of examiners.
 
(e)
To facilitate the consideration and discussion of matters of interest to bankers an persons associated with development banking, capital markets and financial markets;
 
(f)
To provide facilities for reading, discussion and publication of approved papers by members of the Company and others and to arrange for the delivery of lectures and the provision of instructions on banking and other subjects of interest or practical use to bankers.
 
(g)
To establish, maintain and operate libraries containing, principally, works on banking, commerce, finance, economics, law and all other allied subjects;
 
(h)
To undertake research in the field of banking and other related financial matters;
 
(i)
To arrange the production and publication of journals, newsletters and any other publications pertaining to banking and allied subjects in order to distribute such publications and journals to the members and others alike;
 
(j)
To take any measures which may be considered desirable to further the interests of banking and any person associated with banking;
 
(k)
To affiliate, as the Governing Council deems fit, with any body or organisation whether in Tanzania or abroad whose interest and or objects are similar, related or complementary to those of the Company and to represent the banking profession both nationally and internationally;
 
(l)
To provide facilities for social functions for its members and between its members and those of other bodies, societies, institutes or associations;
 
(m)
To stimulate, forge and foster cooperation with other institutes of bankers and create opportunities for interaction thereon;
 
(n)
To buy, acquire, own, improve, lease, hire, dispose of and deal in property including stocks, shares, securities and other assets;
 
(o)
To borrow money on security, or without security, and in the former case, to furnish any form of security, including mortgages, pledges or hypothecation of its assets or any of them;
 
(p)
To invest any of its monies in such manner and on such terms, and in or on the security of, such assets as may from time to time be deemed expedient, including fixed and other deposits, stocks and bonds.
 
(q)
To open and operate a banking account or accounts and to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, cheques, warrants, debentures and other instruments.
 
(r)
To do all such things as desirable, necessary and or incidental to or the attainment of its objects or any of them.
4.

The income and property of the Company, whencesoever derived, shall be applied solely towards the promotion of the objects of the Company 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 Company. Provided that nothing herein shall prevent in good faith of remuneration to any officer or servant of the Company, or to any member of the Company or other person, in return for services actually rendered to the Company.

5.

The liability of the members is limited.

6.

Every member of the Company undertakes to contribute to the assets of the Company 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 Company contracted before he ceases to be a member, and of the costs, charges and expenses of the winding up, and for the adjustment of rights of the contributories amongst themselves. The sum to be contributed by each subscriber to this Memorandum of Association shall not exceed Shillings 200,000. All other members of the Company shall contribute a sum not exceeding Shillings 20,000 unless the Company in the general meeting shall otherwise determine. If the total sum required on winding up for payment of debts and liabilities of the Company and of the said costs, charges and expenses shall be less than shillings 200,000 then the corporate members shall contribute thereto in proportion to their maximum specified liability.

7.

Where upon winding up or dissolution of the Company there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid or distributed among the members of the Company but shall be given or transferred to some other institution or institutions having objects similar to the objects of this Company, 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 Company under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the members of the Company at or before the time of dissolution and in so far as effect cannot be given to such provision hereto the same shall be transferred to some other institution or institutions having objects similar to the objects of the Company.

8. True accounts shall be kept of the sum of money received and expended by the Company, and the manner in respect of which such receipt and expenditure takes place, and the property, credits and liabilities of the Company, 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 Company for the time being shall be open to the inspection of the members. Once at least in every year the accounts of the Company shall be examined and the correctness of the balance sheet ascertained by one or more properly qualified auditor or auditors.
We, the several persons whose names and addresses are subscribed are desirous of being formed into an association in pursuance of this Memorandum of Association.