شنبه ۲۴ فروردين ۱۳۹۲ ساعت ۱۲:۲۹
PDF
Articles of Association

 

 

Articles of Association

 

 

The Entrepreneurship Development Foundation for Women and Youth

 

 

Chapter I

Generalities

 

 

Article 1 – Title of Institute:

Name of the institute is The Entrepreneurship Development Foundation for Women and Youth, hereinafter referred to as Foundation.

Article 2 – Type of Activity:

All activities of the foundation are non-political, non-commercial and non-profit and the foundation in addition to fully observing laws of Islamic Republic of Iran will precisely act according to the articles of association. In the meantime, practice of the foundation would be deemed as the kind of institutes mentioned in clause A of article 2 of amended by-laws for registration of non-commercial organizations and institutes ratified on 27.07.1958, subject of articles 584 & 585 of Mercantile Law.

Article 3 – Subject of Activity:

To develop and promote innovative thinking and generative activity among women and youth; to arrange for growth of self-confidence characteristic; to attempt for truly achievement to human dignity among women and young people in society as effective forces; to attempt for their empowerment in economic, social and cultural fields and to extend their active partnership in developing and increasing of National Power within the country.

Article 4 – Term:

The foundation has been established for unlimited period of time from registration date.

Article 5– Nationality: Iranian

Article 6– Head Office & Its branches:

Head Office of the foundation is located in Tehran. Board of Directors of the foundation can proceed to relocate head office in Tehran and or establish offices, branches, agencies and or other centers of the foundation inside or outside Iran which deems as necessary or dissolve them.

Article 7– Capital:

The primary capital of the foundation is sum of IRR 10,500,000 which has been paid up by founders on equal basis at the time of establishment.

Article 8– Resources & Incomes:

Other resources and revenues of the foundation are as below:

8-1) Cash funds & membership fee & movable & immovable properties which are donated to the foundation by founders and/or other natural and legal persons.

8-2) Resources obtained through foundation’s activities.

Note: The whole properties which are belonged and/or will belong to the foundation are considered as assets of the foundation and shall be registered at its legal books.

Article 9– Objectives & Functions:

Objectives and functions of the foundation include planning and practicing for entrepreneurship development of women and youth and its fulfillment and promotion within different levels of society whose details are as below:

9-1) Develop and promote creativity, innovation and entrepreneurship.

9-2) Contribute to formulate and organize creative & entrepreneurial ideas and thoughts.

9-3) Support training activities & promote entrepreneurship and execute national and regional plans in this field.

9-4) Contribute to grow managerial capacity of entrepreneurs.

9-5) Create databank and communication network of entrepreneurs with the purpose of rendering scientific and technical support and receiving necessary feedbacks from entrepreneurship procedure within the country, region and proceed to improve it.

9-6) Contribute to making new business opportunities in the field of entrepreneurship.

9-7) Strive to improve rules and regulations relating to business atmosphere and organize supporting systems in entrepreneurship environment within the scope of relevant rules and regulations.

9-8) Join authentic national and regional associations in the field of entrepreneurship.

9-9) Contribute to organizing consultation services to entrepreneurs and relevant legal authorities.

9-10) Participate in promoting and informing activities through Audio-Visual affairs and other related methods.

9-11) Contribute to attract and conduct governmental and non-governmental resources in successful plans of entrepreneurs.

9-12) Contribute to develop capacities and capabilities of entrepreneurship training and consulting centers and institutes.

9-13) Joint cooperation with leading international and foreign institutes on development of entrepreneurship.

9-14) Contribute to create, establish, and participate in establishment of scientific-cultural centers and support entrepreneurship for fulfillment of foundation objectives.

9-15) Any kind of necessary and related activities for fulfillment of foundation’s objectives.

 

 

Chapter II

Elements of Foundation

 

Article 10– The foundation bears the following elements:

1. Board of Trustees, 2. General Assembly, 3. Board of Directors, 4. Managing Director, 5. Legal Auditors

 

Chapter III

Board of Trustees

Article 11– Board of Trustees:

Board of trustees is the highest decision-making authority in foundation which is held either ordinarily or extraordinarily. Board of trustees of the foundation comprises of 7 to 40 members who are appointed for four years from among entrepreneurs and natural and legal persons who have proved themselves as being qualified in one of scientific, managerial, financial, economic and social fields and being reputable socially and interested in development of entrepreneurship for women and youth and be prepared for supporting such activities.

Article 12– Procedure to Appoint Members of Board of Trustees:

Founding board of the foundation is considered as primary members of board of trustees and thereafter any change in their number whether increase or decrease of members shall be borne by board of trustees and shall be done only if approved by the board.

Note: Board of directors and/or foundation assembly can submit their proposals for the purpose of introducing natural and legal persons for membership of board of trustees.

Article 13– Powers of Board of Trustees:

The important powers of board of trustees are as follows:

13-1) Prepare and approve conditions of establishment and by-laws for membership in board of trustees, board of directors and general assembly.

13-2) Increase or decrease of capital of foundation.

13-3) Approve report of supervision on good performance of board of trustee’s approvals which is submitted by legal auditors.

13-4) Approve (long-term & mid-term) strategic plans and determine general policy of the foundation.

13-5) Arbitrate on disputes arising between elements of the foundation.

13-6) Examine and approve subject of dissolution of foundation.

13-7) Dismiss board members and managing director of the foundation upon discretion of members of board of trustees.

13-8) Appoint liquidation board if dissolution of the foundation is approved.

13-9) Approve any change in articles of association.

Article 14– Meetings of Board of Trustees-Quorum:

Meetings of board of trustees of the foundation will be held on ordinary basis once a year upon invitation of chairperson of board of trustees and on extraordinary basis upon request of general assembly and/or that of at least three members of board of trustees. Meetings of board of trustees will form quorum in presence of two third of members and its resolutions will be credible and binding with majority votes of present members except for clauses (13-6),(13-7),(13-8) & (13-9) of article 13. Should such a quorum fails to be met at the first invitation, a second meeting shall be called after 15 days which shall be recognized as official in presence of more than one third of members of board of trustees and would decide provided that outcome of the first meeting has been specified in the second invitation letter.

Note: Approval and adoption of a resolution on clauses (13-6), (13-7), (13-8) & (13-9) of article 13 of the present constitution, would require vote of two third of present members in an official meeting.

Article 15– Chairperson & Vice-Chairperson of Board of Trustees:

Board of Trustees shall elect from amongst members in its session one person as chairperson and one person as vice-chairperson. Term in office of the chairperson and vice-chairperson shall not exceed their term of membership in the board of trustees. Board of trustees shall be free to determine other positions for its members.

 

Chapter IV

General Assemblies

 

Article 16– General Assemblies:

General assembly of the foundation is composed of members of board of trustees, principal and legal members of the foundation which holds annually.

Article 17– Powers of General Assembly:

Details on powers of general assembly are as below:

17-1) To approve short-term executive plans (annually) within the scope of strategic plans ratified by board of trustees.

17-2) To listen and study reports of board of directors and auditors and to approve them.

17-3) To study and approve proposals of board of directors.

17-4) To study and approve balance sheet and financial statements.

17-5) To approve report of supervision on good performance of general assembly’s approvals which is submitted by legal auditors.

17-6) To approve international cooperation agreements with similar legal associations in other countries upon proposal of board of directors.

17-7) To appoint, dismiss and re-appoint board members and Managing Director of the foundation.

17-8) To elect principal and stand-by inspectors and to determine auditor.

17-9) To approve and specify salary , benefits , bonus and right of attendance in meetings of board of directors and managing director and remuneration of principal and alternate inspectors and auditor of the foundation.

17-10) To render proposal of substitute and new members of board of trustees.

17-11) To render proposal of amendment of articles of association and/or dissolution of the foundation to board of trustees.

17-12) Delegation of powers to board of directors.

Note 1: In case of arising any dispute between assembly and board of trustees regarding clause (17-7) of this article, the viewpoint of board of trustees shall be binding.

Note 2: All duties of general assembly up to quorum forming of first meeting of general assembly shall be borne by board of trustees.

Article 18– Meetings of General Assembly-Quorum:

Meeting of general assembly must be held at least once a year in June (Tir). Assembly shall be called by Chairperson or Managing Director of the foundation. Meetings of General Assembly would form a quorum in presence of half plus one of members and its resolutions shall be valid with majority of votes of the present members at an official meeting. Should such a quorum fails to be met at the first invitation, a second meeting shall be called after 15 days which shall be recognized as official in presence of any number of members and would decide provided that outcome of the first meeting has been specified in the second invitation letter.

Note: Adoption of resolution regarding subject of clause (17-11) of article 17 shall require vote of two third of present members at a meeting.

 

Chapter V

Board of Directors

 

 

Article 19 – Number of Members of Board of Directors:

The foundation shall be run by a board of directors composed of 7 people including 5 persons as principal members and 2 persons as alternate members to be elected by general assembly and/or outside it for two years. Directors may be dismissed and reelected. In case of dismissal or resignation or death and or disqualification of principal directors, other members of board of directors shall immediately call general assembly for the purpose of completion of board members. Director or directors appointed for the remaining period of management would substitute for principal member.

Note: Board members are allowed to attend meetings of other elements of foundation without right of vote, unless he/she is an official member of relevant elements.

Article 20 – Tenure of Directors:

Directors shall be elected for a two-year term in office. However, their tenure shall automatically continue pending accomplishment of formalities regarding registration of notice of election of successor directors.

Article 21 – Chairperson, Vice-Chairperson of Board of Directors:

During its first session which shall get underway within one week after general assembly which has elected the board of directors, the board of directors shall meet to elect a chairperson and a vice-chairperson from among its members. Their limits of powers shall be specified based upon internal by-laws of the foundation. Term in office of the chairperson and vice-chairperson shall not exceed their term of membership in the board of directors. The board of directors may choose and determine other positions such as treasurer for its other members.

Article 22 – Timing of Meetings of Board of Directors:

The modality of holding the board of directors meetings shall be determined by the board of directors at times it determines weekly or monthly via written or telephone invitation of Chairperson or Vice-Chairperson of the board or at any time which may be necessary.

Article 23 – Place of Meetings of Board of Directors:

Meetings of Board of Directors shall be convened at Head Office of the foundation and/or any other place which has been indicated in invitation letter.

Article 24 – Quorum for Meetings to be Announced in Session and Right to Vote by Proxy:

Meetings of the board of directors shall be announced in session whenever more than half of board members are present or represented at the meeting. Resolutions shall be adopted at a majority votes. Any director may give power of attorney to another board member under his/her liability to attend meetings of board of directors and to vote on his/her behalf.  No director or representative can represent more than one board member simultaneously. Managing Director shall attend meetings of the board and he/she would also have the right to vote if he/she be a board member. Therefore, if he/she is not a board member shall not be entitled to vote.

Note: Attendance of board members at meetings is necessary and non-appearance of each one of them, in three successive meetings without any justified reason and without prior notice, shall be deemed as resignation of the absent member.

Article 25 – Signed Resolutions:

Those resolutions signed by all directors shall be valid the same as those adopted at meeting of board of directors.

Article 26 – The Minutes of Board of Directors

For each meeting of the board of directors, the minutes shall be drawn-up by secretary of the board and signed by the majority of directors present at the meeting. The minutes of the meetings of the board of directors shall mention names of directors present or absent and shall also provide an abstract of deliberations and resolutions adopted at the meeting, mentioning the date.

Article 27 – Functions & Scope of Powers of Board of Directors:

Board of Directors is legal representative of the foundation and bears all necessary powers for running affairs of the foundation except for the subjects that only board of trustees is qualified to adopt decisions and act on them as stipulated in Laws and the Constitution. Provided that their resolutions and measures to be within the limits of the subject of foundation and it holds the following detailed powers.

27-1) To supervise and conduct the whole activities of the foundation.

27-2) To study and approve international cooperations with similar legal associations in other countries for the purpose of proposing them to general assembly.

27-3) To provide strategic plans and to offer them to annual meeting of general assembly for the purpose of deliberation and rendering them to be approved by board of trustees.

27-4) To follow-up approvals and items referred by general assembly and supervise them to be well-performed.

27-5) To supervise good performance of annual budget plan ratified by general assembly within the scope of approved strategic plan.

27-6) To confirm annual financial and performance report of board of directors for submission to general assembly and board of trustees.

27-7) To adopt resolution within the limits of proposals and reports of managing director of the foundation.

27-8) To approve schedule and by-laws of holding meetings of board of directors and modality of handling meetings.

27-9) To approve membership fee and confirm or cancel membership and leaving of members considering conditions indicated in this articles of association and by-laws ratified by board of trustees.

27-10) To prepare annual performance report (APR) and remark on reports of legal inspectors.

27-11)  To ratify by-laws and regulations of the foundation.

27-12) To ratify management of areas, branches, agencies and to specify their scope of functions and powers and organizations upon suggestion of managing director.

27-13) To approve salary and benefits of managing director of the foundation.

27-14) To introduce authorized signatures to bank and other authorities.

27-15) To conclude any kinds of transactions including mortgage, irrevocable, lease, as well as other Islamic contracts on properties whether it be movable or immovable in the title of foundation and also draw up and sign financial contracts and annul and convey them which is considered as an objective of the foundation and subject of its activity.

27-16) To receive claims and accept cash and non-cash endowments, donations and contributions of natural and legal persons in the name of and for the foundation as well as payment of its debts.

27-17) To proceed to request for registration of any types of exclusive mark which is suitable for purposes and activities of the foundation.

27-18) To obtain credit, borrow and raise financial facilities through all banks and finance and credit institutes and interest-free funds for fulfilling objectives and activities of the foundation.

27-19) Board of Directors shall assign signatories of the institute. Any of signatories shall be entitled to delegate their signature right to other person/s at their own responsibility.

Note: Board of Directors may delegate some of its powers to managing director of the foundation.

Article 28 – Managing Director of the Foundation:

Board of Directors shall appoint one person from among its members and/or outside its members who are Iranian & reputable as managing director of the foundation and to assign scope of powers and tenure of office and salary and other benefits. Board of directors can delegate the whole or part of its described powers to managing director with the right of substitution and with the right of dismissal of lawyer. If managing director is a member of board of directors, his tenure of office as managing director shall not exceed his membership term in the board.

Note: Name and particulars and limits of powers of managing director of the foundation shall be announced to Corporate Registry Department by forwarding a copy of the minutes of board of directors and is noticed after publication in gazette.

Article 29 – Duties of Managing Director of the Foundation:

29-1) To manage and supervise operation and all executive affairs and organization and to coordinate between different management departments of areas, branches and headquarters as well as necessary decision-making in terms of assigned powers and duties.

29-2) To notify and follow-up execution of approvals of foundation elements.

29-3) To manage preparation of strategic plans, budget and plan and annual performance reports and to render it to relevant authorities.

29-4) To offer proposals on progression and growth of foundation's activities to board of directors.

29-5) To render international cooperation agreements and plans with similar legal associations in other countries to be confirmed by board of directors and to propose them to general assembly.

29-6) To respond to litigations and follow-up judicial and legal affairs of any kind inside and outside the country.

29-7) To chair meetings of board of directors.

29-8) To represent the foundation in competent authorities.

29-9) To suggest relevant organizations and executive by-laws for the purpose of approving related authorities of the foundation.

29-10) To propose cancellation or acceptance of membership in the foundation in accordance with approved by-laws.

29-11) To render plan and by-laws of annual general assembly to board of directors to be approved.

29-12) To suggest board members and heads of areas, branches, and agencies to board of directors for to be approved.

29-13) To employ, appoint and dismiss all personnel of the institute and to determine position and amount of their salary, wage and remuneration and to pay them and other employment conditions in accordance with financial and employment regulations and by-laws.

29-14) Other affairs which are notified by elements of the foundation.

Note: Managing Director may delegate the whole or part of their powers to natural or legal persons upon approval of board of directors.

 

Chapter VI

Common Regulations

Article 30 – Modality of Invitation of Board of Trustees or General Assemblies:

In all cases members of board of trustees and/or general assemblies for holding meetings shall be invited by sending written letter of invitation through fax and agenda, date and place of meetings shall be indicated; mentioning time and full address.

Note: In cases where all members of board of trustees or general assembly are present in the meeting, sending written letter of invitation and observing the above-said formalities shall not be mandatory.

Article 31 – Place of Meetings of Board of Trustees or General Assemblies:

Meetings of Board of Trustees and general assemblies including ordinary or extraordinary ones shall be convened at Head Office of the foundation or place which is specified in letter of invitation.

Article 32 – Advocacy & Representation:

In all meetings of board of trustees or general assemblies, attendance of lawyer or legal proxy of the members and also presence of representative/s of legal entities shall be subject to submission of power of attorney and letter of representation.

Article 33 – Presiding Board of Meetings:

Meetings of board of trustees and general assemblies whether ordinary or extraordinary shall be chaired by a presiding board composed of a president and two supervisors who are elected from within members and also one person as secretary of meeting who is elected from within members or from without.

Article 34 – Modality of Voting:

Voting is performed open to public unless board of trustees or general assemblies whether it be ordinary or extraordinary with a majority of votes specifies that it must be done behind the doors.

Article 35 – Renewal of Meetings:

If all subjects indicated in the agenda have not been decided at meetings of board of trustees or general assemblies, presidency can declare a break and determine date of next session which should not be later than two weeks. Renewal of meeting shall not need for sending a new invitation letter and at the next meetings, the meeting shall announce in session with the same quorum of the first meeting.

Article 36 – Minutes:

Minutes shall be drawn up by secretary from negotiations and resolutions made at meetings of board of trustees or general assemblies whether it be ordinary or extraordinary which has been signed by presiding board and a copy of it shall be kept at center of the foundation.

Article 37 – Effect of Resolutions:

Board of trustees and ordinary or extraordinary general assemblies which are held according to Laws and the current Articles of Association, are general agent of members and their resolutions shall be binding for all members either the absent or adversaries.

 

 

Chapter VII

Inspectors/Auditors

Article 38 – Election of Inspectors/Auditors:

General Assembly shall elect one person as principal inspector and one person as alternate inspector for one year. Reappointment of the inspector is permitted. In case of death or resignation or incapability of principal inspector or his/her being disqualified, alternate inspector shall assume his/her responsibility. Inspector can participate in meetings of board of directors without right to vote.

Article 39 – Duties of Inspectors/Auditors:

Detailed duties of inspectors are as below:

39-1)   To prepare inspection report on procedure to forming and fulfilling provisions of the constitution and objectives of missions and plans of the foundation.

39-2)   To supervise good performance of approvals of general assembly by board of directors and other elements of the foundation and to render report to general assembly.

39-3)   To prepare inspection report on procedure of fulfillment of approvals of board of trustees to be rendered to board of trustees.

39-4)   To elect financial auditor for the foundation.

39-5)   To prepare financial auditing report and remark on performance report of president of the foundation and board of directors for auditing and remarking of board of directors to be submitted to general assembly.

Note: If necessary, inspector can call any of elements of the foundation to meeting extraordinarily.

Article 40 – Powers of Inspectors/Auditors:

Principal inspector or, as the case may be, alternate inspector can perform any necessary investigation and inspection at any time and request and audit documents and papers and information relating to the foundation.

 

Chapter VIII

Fiscal Year & Accounts of the Foundation

 

Article 41 – Fiscal Year:

The fiscal year of the foundation shall commence on 21 March of every year and shall end on 20 March of the same year. The 1st fiscal year of the foundation shall commence from establishment date and shall end on 20 March of the same year.

Article 42 – Annual Accounts:

The board of directors of the foundation, after the expiry date of each fiscal year, shall provide the list of assets and liabilities of the foundation at the end of the year as well as financial statements and performance of the foundation attached to a report on activity and general status of the foundation during the said fiscal year and present it to the inspectors/auditors at least one month prior to date of holding general assembly to be submitted to general assembly of the foundation after being audited along with a report.

Article 43 – Settlement:

Approval of fiscal statements and performance for each fiscal year of the foundation on behalf of the general assembly shall be deemed as settlement for the same fiscal period of board of directors.

Article 44 – Additional Funds of the Foundation:

The whole additional/surplus funds other than expenses of the foundation shall be kept in a special account in the title of institute before one of certified banks of I.R. of Iran.

Article 45 – Serving the foundation:

Service in foundation is honorary unless at level of specific occupations and/or using specialized services which require payment of salary and remuneration for administrative and organizational reasons and/or by virtue of rules and regulations.

 

Chapter IX

Membership Conditions in the Foundation

 

Article 46 – Definition of Member:

Member is a natural or legal person as entrepreneur or supporter of entrepreneurship who is admitted as member of the foundation; having accepted the present constitution and in accordance with ratified by-laws of board of trustees and upon approval of board of directors.

Article 47 – Modality of Membership:

Conditions and modality of membership in the foundation are as follows:

47-1) General conditions

A) Having moral qualification which has been confirmed by 3 members of board of trustees.

B) Acceptance of the Constitution and approved general by-laws of the foundation.

47-2) Individual conditions

Having one of the following individual conditions for membership in the foundation is necessary.

A) Entrepreneur B) Supporter of Entrepreneur C) Being Active in promotion and development of entrepreneurship

Article 48 – Types of Membership in the Foundation:

48-1) Natural member: all natural persons who have been accepted as members of the foundation according to rules and regulations specified in article 48 and bear right of vote to elect and to be elected.

48-2) Permanent or principal member: all members of board of trustees, are principal and permanent member of the foundation.

48-3) Honorary member: Natural or legal entities who are accepted as honorary member of foundation for their excellent performance in social, cultural and economic fields in order to fulfill purposes of the foundation.

48-4) Legal member: Institutions, companies and other legal entities which are interested in the foundation's activities and are admitted as member by accepting the constitution and approved regulations and paying membership fee and they enjoy services of the foundation.

Note: Any legal person who is a member of the foundation holds a vote and is entitled to elect but is not entitled to be elected in elements of the foundation.

48-5) Dependant & Continuous Member: all individuals who use and benefit from services of the foundation are considered as dependant and continuous member. Conditions and modality of membership of these members shall be in accordance with the by-laws which shall be approved by board of trustees upon proposal of board of directors.

Article 49 – Membership Fee:

All members of the foundation shall be obliged to pay annual membership fee of the foundation. Amount of membership fee and method of payment shall be determined based on proposal of managing director and approval of board of directors.

 

Chapter X

Other Regulations

Article 50 – Modality of Possession of Assets & Properties of the Foundation:

The whole properties and assets of the foundation which have been possessed and/or will possess by the foundation through religious and legal contracts such as endowment, conveyance, donation and the like will still remain under ownership of the foundation and the foundation merely can perform some transactions on the said properties by its decision-making authorities in order to change its own immovable properties in best manner.

Article 51 – Dissolution:

Foundation shall be dissolved only if it is approved by board of trustees. Formalities of dissolution and method of its execution and determination and election of liquidation board and other cases shall be borne by board of trustees.

Article 52 – Status of Assets & Properties after Dissolution:

Assets of the foundation shall be donated to one or more training, research, consulting and or promotion, non-profit and or governmental entrepreneurial centers after deducting and paying liabilities belonged to persons including natural and legal, governmental and non-governmental ones and liquidation expenses upon discretion of board of trustees.

Article 53 – Budget & Miscellaneous:

Budget of the foundation is supplied through collecting donations, contributions, will acceptance, entailing the property and membership fee.

Note 1: Publication and sales of receipt for obtaining voluntary assistance in public and private places and passages is prohibited.

Note 2: Pitching a tent and installing box in public passages is allowed after confirmation of municipality and by written informing of police administration.

Note 3: Installing Charity Box in private places in allowed by written agreement of owner or owners.

Note 4: Cash contributions of individuals shall be deposited to foundation's account via banking system or received at premises of foundation against receipt and non-cash contributions shall be received against receipt which is delivered to donors.

Note 5: Any kinds of international (foreign) contributions shall be confirmed by the authority issuing the license before receipt and description of governmental contributions shall immediately be reported to issuing authority.

● Authorized activities are those legal activities which are performed in accordance with current rules and regulations provided that this income is gained on activity within the scope of objectives of the constitution and since the institute is not a legal one, any kinds of action or transaction which is done as trade is prohibited.

Article 54 – Unpredictable Matters:

Other matters which have not been predicted in the present Articles of Association shall be governed and treated by state rules and regulations.

Article 55 – Approving Articles of Association:

This Articles of Association is comprised of 55 articles and 19 notes which has been signed and approved by board of trustees of the foundation on 30.10.2010.

 

[Signed]

Members

[Sealed]

State Deeds & Properties Registration Organization

Industrial Property & Corporate Registry

[Sealed]

Police Administration – The Greater Tehran Public Information & Security Department