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Statute
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
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