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First section : Generalities and Targets

Article1 : Name of Association

The name of the Association consists and reads “ Association of Shiping and Affiliate Services” which herein briefly called Association and is a guild, scientific and guiding entity and is administered nonprofitably and nonpolitically and having no ties or tendency with any party or political group. It is set up within the frame work of Islamic Republic of Iran constitutional law, parties activity act, societies and associations complying with all the rules and regulations and other funamenals prevalent and under the sublime teachings of Islam for the the objective set out below.

Article 2 : Location of Association Association’s headquarters:

Tehran, Valiasr Ave.,Up Valiasr sq.,close to Zartosht crossroads, Danesh Kyan Alley,No.30. If necessary branch offices can be established in the town of the country upon approval of commission article 10.

Article 3 : Nationality of Association

 The association having the nationality of Iran Islamic Republic and its affiliate members declare their obligation to the constitutional law of Iran Islamic Republic.

Article 4 : Activity period of Association

The association as of its establishment carry on for unlimited period.

Article 5 : Association’s targets

 The targets of the Association as follows :

A) To initiate cooperation among members and direct them for offering optimum services in the field of shipping , shipping agency and shipping affiliate services.
B) To create mutual assistance among members and to avail facilities in this connection.
C) To gather and compile and publish views and experiences related to ship owning and agency and in case of need organizing and managing training programmes in different fields.
D) Research and examination in connection with the aforesaid targets for the purpose of promotion of throughput and improvement of shipping affairs to be put at the disposal of the members.
E) To establish connection and exchange of view with the governmental offices and institutions that are one way and another authority and connoisseur in the shipping affairs.
F) Formation of cooperative fund for the purpose of aiding the members with a view to the governing rules and regulations for creating such affairs.
G) To endeavour to settle the dispute among the members amicably or by way of arbitration, of course, in connection with the problems of business and profession
H) The presentation of plans, programmes and other proceedings which are prerequisite for the fulfilment of the before mentioned targets. Evidently, in the event that presentation and execution of such instances may be concerned somehow with the tasks and responsibilities of one of the ministries or govermental organizations, then after obtaining the concurrence of the ministry or government organization involved shall be put into force.

Second section : Conditions and manner of membership and its varieties

Article 6 :

First : Conditions of membership assignment

A) All the ship and float owners upon presentation of ship’s operation permit or the float issued by the Ports and Shipping Organization.
B) All the shipping agents upon submission of operation permit issued by P.S.O.
C) Specialists in shipping affairs upon presenting university degree in any individual fields of marine service.
D) Researchers and scholars who have useful and effective record of service in the field of shipping and port affairs and written books or dissertation in this connection.

Second : General conditions of membership include :

A) Allegiance and committed to the Islamic Republic of Iran constitutional law.
B) Acceptance of the provissions of articles of Association.
C) Not being deprived of social rights and affiliated to anti revolutionary groups.
D) Enjoying good reputation socially and professionally.

Article 7 :

 Acceptance or rejection of applying for membership in the association is the task of board of directors of the association. In case of rejection the applicant can complain against the decision of board of directors to the first association general assembly. The decision of general assembly in this connection is indispensable and incumbent both for the applicant and association.

 Article 8 :

 The Association has two kind of members :
A) Affiliate member having right of vote and bound to pay membership fee and regarded as the principal members.
B) Honorary member being selected among the Iranian scholars and experts who have privileged scientific researchs and studies or having efficacious and helpful service record in the scope of shipping affairs.

Article 9 :

After admission fulfilment of the following commitment would be binding by the member to qualify officially his membership. “ Acceptance and undertaking to implement the clauses of articles of Association and the decision of the Association and to pay the membership fee timely “ .

Section three : Association essentials

Article 10 :

The essentials of the Association comprise of :
1. General Assembly
2. Board of Directors
3. Inspector or Inspectors

Article 11 :

 The general assembly is the top source of decision taking in the association which is held either ordinarily or extraordinarily for the fulfilment of the functions provided for in the articles of Association.

 Article 12 : Ordinary general assembly

 The ordinary general assembly taking into consideration the intended necessary formalities goes into session once a year in the first quarter the meeting become formal by half plus one affiliate members and any subject for approval needs the yes votes of the majority members attending. In case the quorum is not formed in the first meeting, the second meeting at interval of 15 days will be held with any number of members present. The ordinary general assembly may go into session in the guise of extraordinary any time at the request of board of directors or one third of the affiliate members.

 Article 13 : The duties of the ordinary general assembly as under :

A) To decide the overall policy of the Association
B) Electing members of board of directors and the inspector
C) Hearing and Examing the report of board of directors and the inspector
D) Verification and approval proposals of board of director
E) Hearing the report of treasurer
F) Determining the scale of annual membership fee and approving the balance sheet and budget of Association
G) Nominating the mass circulated newspaper for publishing advertisement and invitions of abssociation.
Note : The ordinary general assembly if necessary can be held in the form of extraordinary considering the terms incorporated in the article 12 of articles of association and thus conduct the task of ordinary general assembly out of the appointed time for the general assembly.

Article 14 : Extraordinary general assembly

The extraordinary general assembly observing the formalities by announcement in the large circulated newspaper shall be held similar to ordinary general assembly considering the following conditions:
A) At the request of board of directors or the inspector
B) At the request of one third of the affiliate members of the association.
Note 1: The invitation for extraordinary general assembly is to be brought to the notice of the members in writing minimum two weeks prior to holding it.
Note 2: The extraordinary general assembly to become formal shall have the same conditions of the ordinary general assembly.
Note 3: The decisions of the extraordinary general assembly shall be valid with two third of the pros attending the meeting.

Article 15 : The functions of the extraordinary general assembly

A) To approve the proposed changes in the provisions of articles of association
B) Examination and if necessary to approve dissolution of the association and assigning board of liquidation.
C) Deposal of members of board of directors either individually or collectively which must be on the agenda with the knowledge and agreement of ministry of interior.
D) To adopt decision regarding coalition with the similar assosiations or unions or joining with them.
E) Approval of membership of the association in the conferences and unions and international gatherings related to the shipping lines and agencies taking into account the rules and regulations and if necessary obtaining the consent of home office.

Article 16 :

Voting at general assemblies either ordinary or extraordinary take place confidentially.
Note : The condition for participation in the general assemblies is to produce the association membership booklet, as regards representative the letter of introduction suffices and no member is allowed to introduce more than one representative to the general assembly.

Article 17 :

The general assemblies are directed by an administrative board consists of one director, one secretary and two supervisors. The administrative board by declaring acceptance of their nomination shall be elected in the assembly.

Article 18 :

The association has a board of directors made up of seven people as principal member and two people as substitute member. The board of director can select a management board comprises of three people with a substitute member from among the principal members of the board of directors to run the routine work of the association on behalf of the board of directors.
Note 1 : The branches of association selected by a board made up of 3 people that are picked out by branch members with the approval of board of directors shall administer the affairs and the members of these boards shall operate according to the instructions of central board of directors.
Note 2 : The sessions of the board of directors become formal with the attendance of half plus one member and the decision adopted shall be authentic with the majority of yes votes.
Note 3 : The member of board of directors, at most one week after being selected shall go into session and shall elect among themselves one chairman, one deputy chairman and one treasurer. Their jurisdiction shall be determined within framework of relevant articles of association and the regulations.
Note 4 : The participation of members of board of directors in their sessions are indisipensable and the absence of each individual member without any reason or justification or without previous notice in three consecutive sessions shall be regarded as absent resignation.
Note 5 : In the event that the whole principal members and substitute members be less seven people, election will be held for completion of members.
Note 6 : The board of directors in addition to the sessions which are regularly held at least once every month, and if deem it necessary shall hold session upon invitation in writing or by phone from chairman or deputy chairman or the general secretary. The interval between sending letter of invitation or phone of forming meeting of board of director shall be at least 3 days.
Note 7 : The full empowered representative of Islamic Republic of Iran shipping line- possessor of the largest national state fleet on condition of membership in the association, shall be elected as member of board of director in the first term.
Note 8 : The electiion of the member of board of director an entity and ought to be one of the managers of the member company. If quitting the primary company and in case is introduced by another company which is the member of the association, he will stay in the capacity of member of board of directors until the end of the term.

Article 19 :

The duty and service of the members of board of directors are honorary and in no way are entitled to receiving any fee, remuneration, pension, loan and credit from the association. The association, however, shall pay the expenses of their assignments when they are necessarily sent on duty by the association.

Article 20 :

The genral assembly shall elect the board of directors for a period of three years. The renewed election of the board of directors for the subsequent terms are without encumbrance and allowed. The board of directors are bound at most two months before their tenure of office get terminated to proceed carrying out the election of the new board of directors and keep the ministry of interior informed of the result one week prior to their incumbency.  In case of delay in election of board of directors by the ordinary general assembly for one reason or other the term in office of the previous board of directors shall be continued up until the time of the election of the new board of directors.

Article 21 :

The board of directors is the legal representative of the association and its functions and jurisdiction as follows:

- The election of chairman and deputy chairman and treasuerer from among board of directors take place after the election by the general assembly or in the event of resignation of any of them.
- Election of one secretary from outside board of directors from among the member of association or outside of association having no voting right in the session of the board of directors. Besides , the board of directors upon suggestion of secretary of association can elect one person as deputy secretary from among qualified individual of association or outside the association which in any case has no voting right in the board of directors and the scope of functions and jurisdiction of the deputy will be the same as the secretary of association and his qualification will be the same qualification enjoyed by the secretary.
- Execution of approvals of the genral assembly.
- Supervising over functions of the secretary of the Association .
- Putting carefully into effect the articles of Association .
- Compilation of rules and regulations, mode of formation and managing Association’s branches in accordance with the governing statute .
- Invitation of general assemblies .
- Verification of budget and fiscal report of Association and recommending it to the general assembly.
- To make out the criteria for becoming member in the Association and recommending it to the general assembly.
- To formulate the criteria concerning violation of the members and recommend it to the general assembly for taking decision and approval.
- Buying and selling and taking possession of the moveable and immoveable properties by the Association provided that no commercial and profiteering is intended.
- To examine the financial conditions of the Association and adopting decision in regard to the essential expenditures.
- Fixing the salary and allowance of the secretary and the deputy of the secretary.
- In addition to the above mentioned assigned functions, the board director of the Association undertakes the tasks of guarding and protection of moveable and immoveable properties, examination of Association accounts, payment of debts and collection of claims, execution of ratifications of general assembly, opening account at the banks , to perform the legal formalities at the court of justice, to appoint arbitrator and lawyer and dismissal of them, to settle claims by way of compromise as far as possible and advisable, to give over whole or part of the authorities to any person either legal or real with the right to appointing as one’s attorney and in general whatever proceeding and transaction that deem it necessary in regard to the transfering of the moveable and immoveable properties and to change to the best or mortgaging and waiver of a lien and borrowing. The board of directors can preserve and accept the membership and affiliation of the Association with chamber of commerce,chamber of mines and industries and other local chamber or international commissions inside the country which one way and another is connected with the target of the Association.
Note 1 : Sale of immovabeable properties necessitate approval of general assembly.
Note 2 : Other than the subjects which according to the provissions of articles of Association, adoption of decision and taking action thereof are within the specific competency of genral assembly, the board of directors having all the necessary authorities for running the affairs of the Association taking into consideration the requirement of the articles of Association.
Note 3 : All the documents and negotiable papers and creating undertaking shall be valid with the seal of Association , signature of chairman of board of directors deputy chairman or secretary in company with the treasuerer and the treasuerer can entrust the right of signature to any members of board or directors.
Note 4 : The board of directors can from among the qualified members in fulfilment of the targets of the Association incorporated in the articles of Association with the consent of the ministry of interior to form the specialized commissions for the advancement of Association’s objectives. Note 5 : The executive regulations of this articles of Association after being approved by the board of directors and confirmed by the home ministry shall take effect.

Article 22 : Inspector

 The ordinary general assembly shall elect one person as the principal inspector and another person as substitute inspector for a period of one year and their re-election are without encumbrance and allowed.

Article 23 : The functions of the inspector

A) consideration of all documents and financial papers of the Association and preparing report for the general assembly.
B) To study the annual report of the board of directors either fiscal or non-fiscal and to draw up a report of the operation of the Association for the general assembly.
C) To report any violation of the provisions of articles of Association perpetrated by the board of directors and to excert care for the good performance of the financial and administrative affairs of the Association.
D) To proceed inviting and holding the extraordinary general assembly in conformity with the article 10 of the articles of Association.

Article 24 :

All the documents and papers of the Association either fiscal or non-fiscal should be made available any time without reservation to the inspector for verification by the board of director.

Article 25 : 

The board of directors should select outside of its members, one person member of Association or outside of Association as secretary. His jurisdiction and responsibilities other than provided for in the articles of Association must be defined in the internal regulations

Article 26 : The duties of the treasurer

A) Supervision of financial affairs and accounting of Association.
B) Opening account at the bank in company with the secretary upon distinction of board of directors and depositing the revenue earned in the relevant account.
C) To prepare and make out account and income and annual operation and sending it to the general assembly.
D) To prepare and draw up the budget of the Association in company with the secretary.
E) To sign the papers and financial documents and certain undertaking along with the chairman of the board of directors and deputy of board of directors or the secretary.
F) To conduct any other task which is assigned by the board of directors.

Section four : Budget and Miscellaneous

Article 27 :

 Budget of the Association The budget of the Association is secured through annual membership fees, admission fees, contribution in aid by the members, expertise fees and the fund earned by way of arbitration plus balance of previous year, collecting donations and acceptance testament of endowment.
Note 1 : The amount and scale of admission fee, annual membership fee shall be determined by the board of directors and after being approved by the ordinary assembly shall be put into force. Note 2 : The fiscal year of the Association corresponding to Hejira (computed accroding to a solar calendar ) terminated ending Esfand.
Note 3 : All the financial books of the Association upon reference of the tax officials shall be put at their disposal.
Note 4 : All the funds in excess of Associations’s expenses shall be kept in a special account in the name of the Association with one of the formal banks of Islamic Republic of Iran the balance of which shall be transferred to the next year.

Article 28 :

All the formal correspondence of the Association, files, documents and papers shall be kept in the head office of the Association. The formal correspondence of the Association shall only be authentic with signature of the chairman of board of director or the secretary bearing the seal of the Association.
Note : Approvals and minutes of the board of directors shall be entered in a special book in the order of dates to be signed by the relevant clerk .

Article 29 :

Any change in the provisions of the articles of Association and members of the board of directors will only be valid that the commission of article 10 activity of parties and societies approves them.
 Note : The location of the Association and place of residence of the members of the board of directors and the signatories must be brought to the notice of ministry of interior.

Article 30 :

The Association shall have special seal and emblem the text of which shall be approved by the board of directors and that ministry of culture and Islamic guidance has issued the authorization thereof. The responsibilities and protection of them will be assumed by the board of directors of the Association.

Article 31 :

In the light of non-profit nature of the Association, the Association is not allowed to get involved in the commercial transaction and credit affairs.

Article 32 :

Publishing any publication is dependant upon approval by the ministry of culture and Islamic guidance and obtaining the licence permissible with all around observance of the Press Act.

Article 33 :

 In addition to the violation instances which their norms and criteria are enumerated by the board of directors and meet the approval of the general assembly, the following instances are evidence of breach and violation by the members:
A) Non-compliance with the requirements of the Association and articles of Association and the decisions thereof.
B) Acceptance of agency of shipping line which was previously represented by another member prior to settle account with the said line with its former agent .
C) Non-payment of membership up to a period of six months.

Article 34 :

The board of directors can in the event of proof of violation by the member of dismiss the violator temprorily from the Association and to come up with the final decision to report the case to the general assembly at the earliest possible moment.

Article 35:

 In the event of issuance of conclusive verdit by the state judicial authorities and approval by the general assembly the Association shall be dissolved . in case of dissolution of the Association, the extraordinary general assembly shall assign a liquidation board consist of three people. This board is charged with the duty that after paying the debts and collecting the claims of the Association to proceed turning over the estates and properties of the Association to one of the education and research centers inside the country. The said board is bound to send to the article 10 commission parties and societies one copy of the complete explanation of the proceedings for consideration.

Article 36 :

This articles of Association comprises 4 section, 36 articles and 23 notes and was approved in the first session of general assembly on 24/05/1372.

Founders :
Mohammad saeed Daneshmand
Behrouz Dolatshahi Zand
Akbar Letafati
Mohammad Reza Ghaem Maghami
Parveez Farahani