Statute

Chapter 4 – Pillars of Association

Article 9: The main pillars are:
A: General Assembly B: Board of Directors C: Inspector

A: General Assembly

Article 10: The general assembly is formed by the ordinary or extraordinary meeting of the general members.

10-1- The ordinary general meeting is held once a year and is formalized with the presence or written vote of half plus one of the association's general members, and the decisions are valid with the majority of votes.

10-2- The extraordinary general meeting is organized in the necessary case by the invitation of the board of directors or the inspector(s) or by the written request of one third of the general members.

10-3- In case the general assembly meeting is not formalized in the first invitation, the second meeting will be organized at least twenty and maximum forty days later and will be formalized with any number present in the meeting. At the same time, voting can be done by correspondence - based on the regulations that are compiled by the board of directors.

Note 1: The invitation to hold a general assembly is in writing or an advertisement in a widely circulated newspaper and must be sent to the members at least fifteen days before the assembly.

Note 2: One-third of the general members can directly invite for the formation of general assembly meetings, provided that the board of directors and the inspector(s) of the association have given a negative response to their request, and in such a case, they should state in the invitation notice that the board of directors or inspector(s) did not respond to their request.

Note 3: If the above note is fulfilled, the agenda of the general meeting will be exclusively the subject mentioned in the request.

Note 4: The conditions for holding an extraordinary general meeting are the same as the conditions for holding a ordinary general meeting, and decisions are valid with two-thirds of the votes.

Article 11: Responsibilities of general assemblies

A- Ordinary General Assembly

• Selection of board of directors and inspector (inspectors if there is more than one chief inspector)
• Approval of the policy of the association
• Investigation and approving the proposals of the board of directors and the inspector(s)
• Determining the membership fee
• Dismissal of the board of directors and inspectors
• Reviewing and approving the balance sheet and statement of income and expenses of the last financial year and the budget of the association for the next year.

B- Extraordinary General Assembly

• Approval of changes in the provisions of the statute
• Approval of the dissolution of the association

Note 1: Ordinary and extraordinary general assembly meetings are formalized with the presence of a representative of the Iranian Scientific Associations Commission.

Note 2: General assemblies are managed by a board consisting of a chairman, a secretary and two supervisors.

Note 3: The members of the board of directors are elected by announcing and accepting their candidacy in the assembly.

Note 4: The members of the board of directors should not be among those who have nominated themselves in the election of the board of directors and inspectors.

B: Board of Directors

Article 12: The board of directors of the association is composed of 5 main members and 2 alternate members, who are elected every 3 years by secret ballot from among the general members of the association.

12-1- None of the members can be elected to the board of directors for more than two consecutive terms.

12-2- At most two members included in paragraph (12-1) can become members of the board of directors for other terms if they get more than three-fourths of the votes of those present in the meeting.

12-3 Membership in the board of directors is honorary.

12-4- The board of directors should hold a meeting within a week after being elected and take a written vote to separate their responsibilities and elect a chairman of the board, a vice chairman, a treasurer and a secretary from among themselves.

12-5- All binding documents and securities signed by the chairman of the board of directors and the treasurer along with the seal of the association and official letters signed by the president or vice president of the association are valid.

12-6- The board of directors is obliged to organize a meeting at least once a month according to the need. The interval between sending the invitation or phone call and the date of the meeting of the board of directors is at least three days.

12-7- The meetings of the board of directors are formalized with the presence of the majority of the members and the decisions made by the majority of favorable votes are valid.

12-8- All the approvals of the board of directors are recorded and kept in the minutes book of the board of directors after signing by the members.

12-9- The presence of the members of the board of directors in the meetings is necessary, and the absence of any member without a valid excuse, as determined by the board of directors, for three consecutive meetings or five alternate meetings will be considered as resignation.

12-10- In case of resignation, dismissal or death of any member of the board of directors, the alternate member will be appointed to replace him/her for the remaining period of the membership period.

12-11- The presence of the inspector(s) in the meetings of the board of directors is allowed without having the right to vote.

Article 13: The board of directors is the legal representative of the association and its responsibilities and authorities are as follows:

13-1- Handling current affairs of the association according to the statutes and approvals of the general assembly.

13-2- Formation of scientific groups of the association, determining their responsibilities and monitoring their activities.

13-3- The board of directors can carry out any action and transaction it deems necessary regarding the transfer of immovable property and its conversion to best or mortgage and borrowing, with the exception of the definitive transfer of immovable property which requires the approval of the general assembly.

13-4- Except for the issues that according to the provisions of the statute, taking decisions and taking action on them are within the special authority of the general assemblies, the board of directors has all the necessary authorities to manage the affairs, subject to compliance with the limits of the subject of the activity.

13-5- Preparation of the annual report and preparation of the financial balance sheet and statement of income and expenses of the association for approval in the general assembly and submission to the supervisory authority at the appointed time.

13-6- Filing lawsuits and responding to the claims of real or legal persons in all authorities and proceedings with the right to appoint a lawyer and the right to delegate to others.

13-7- Selection and introduction of representatives of the association to participate in domestic and foreign scientific meetings.

13-8- Implementation of scientific plans and programs within the framework of the association's responsibilities.

13-9 Attracting gifts and donations.

13-10- Donation of research and educational scholarships.

13-11- Making a decision about the association's membership in domestic and foreign scientific societies in compliance with the current laws and regulations of the country.

13-12- Sending necessary reports to the Commission of Scientific Associations of the Ministry of Science, Research and Technology.

13-13- The Board of Directors is obliged to call the General Assembly and elect a new Board of Directors within 4 months at most before the end of its term of office and immediately send the results along with the minutes of the General Assembly to the Commission of Scientific Associations.

Note: The previous board of directors and inspectors will be responsible for the affairs of the association until the approval of the new board of directors and inspectors by the Commission of Scientific Associations of the Ministry of Science, Research and Technology.

C: Inspector(s)

Article 14: The ordinary general assembly elects 1 person as the main inspector and 1 person as the alternate inspector for a period of 3 years.

Note: The re-election of the inspector or inspectors is unimpeded.

Article 15: The responsibilities of the inspector or inspectors are as follows.

15-1- Examining the documents and financial accounts of the association and preparing a report for the general assembly

15-2- Examining the annual report of the board of directors and preparing a report on the performance of the association for the information of the general assembly

15-3- Reporting any violations of the statutes by the board of directors to the general assembly

Note: All documents of the association, both financial and non-financial, must be made available by the board of directors to the inspector(s) for examination at any time and without any conditions.

Article 16: The responsibilities of the secretary of the association are as follows:

16-1- Handling current affairs of the secretariat

16-2- Collecting meeting minutes and chasing the decisions made

16-3- Carrying out tasks assigned by the board of directors

Article 17: The responsibilities of the treasurer are as follows:

17-1- Dealing with the financial affairs of the association

17-2- Preparation and organization of legal books and presentation of balance sheet and financial report to the general assembly and relevant authorities.

Article 18: The association can form the following groups and committees, which work based on the description of duties assigned to them by the board of directors.

1) Specialized groups

2) Education and Research Committee

3) Publications Committee

4) Statistics and Information Committee

5) Admission and public relations and international affairs committee

6) Scientific gatherings committee

18-1- The association is allowed to form other groups and committees as needed.