Articles of Association
In order to centralize the assets of Pahlavi Dynasty and all those who have acquired unlawful wealth through their connections to this household, the Revolution Courts have issued and still issues the decree of reclamation of the mentioned assets, their acquisition by the deprived, and expending all the yield produced via these assets for improvement of their livelihood, especially their housing, in accordance with the decree by the Grand Āyatollāh Khomeinī; and as approved by the Assembly of the Revolution, an institution, entitled Mostaz’afān Foundation shall be established and shall be administered in accordance with the articles of association and the related bylaws drawn up in accordance with the articles of association. The articles of association of the Foundation were drawn up and compiled on June 28, 1979, and the consequent amendments were made on July 12, 1980, November 18, 1997, August 1, 2000 and May 26, 2004, respectively. What follows includes the most recent articles of association of the Foundation drawn up in 2008, in 19 articles:
Articles of Association:
- Article (1): TITLE
Mostaz’afān Foundation of the Islamic Revolution is an institution of the Islamic Revolution, called for brevity “the Foundation,” hereafter.
- Article (2): ESTABLISHMENT
The Foundation has been established since February 28, 1979 by decree of his highness the Grand Ayatollah Imām Khomeinī, the [Late] Spiritual Leader of the Muslims and the Grand Leader of the Islamic Revolution, for an unlimited span of time.
- Article (3): NATIONALITY
The Foundation has the Islamic Republic of Iran nationality.
- Article (4): LEGAL ENTITY AND FINANCIAL INDEPENDENCE
The Foundation is an institution rooted in the Islamic Revolution, non-profit, a legal entity with financial, administrative and employment independence, administered under the high supervision of his highness the Supreme Leader, in accordance with the regulations enclosed in these articles of association, and the internal bylaws.
- Article (5): THE MAIN HEADQUARTERS OF THE FOUNDATION
The main headquarters of the Foundation is based in Tehran, and the Foundation shall be authorized to establish branches or offices inside or outside the country as deemed necessary.
Note: The establishment of any branches or offices abroad shall be dependent upon the approval of the Board of Trustees.
- Article (6):GENERAL GOALS OF THE FOUNDATION
The general goals of the Foundation shall include helping with the improvement of the material, spiritual and cultural level of living for the deprived and the disadvantaged of the society, along with the optimal management of the assets at disposal, and an effective presence in the economic arenas, within the framework of the general policies of the state.
- Article (7): CAPITAL OF THE FOUNDATION
The capital of the Foundation shall consists of the net assets and movable and real properties donated to the Foundation or expropriated, or to be expropriated, by the Foundation in accordance with the supreme jurisprudent’s decree, or those obtained, or to be obtained, through the economic activities of the Foundation.
Note: Acceptance of the assets, economic units, or shares of companies shall be dependent upon the Foundation deeming it advisable.
- Article (8): GENERAL DUTIES OF THE FOUNDATION IN THE FIELDS OF ECONOMY AND AFFAIRS OF THE DEPRIVED
a) General duties of the Foundation in terms of economic activities:
- Restoration, maintenance, and operation of the assets, and turning them into productive assets, if necessary
- Maintaining the historical objects, documents, and monuments and operating them with the aim of cultural growth of the country.
- Optimal management of the economic units, merging, converting, and developing them with the aim of presence in the domestic and international arenas.
- Developing the economic potential of the Foundation, as well as performing activities of production and services in order to increase the national production, creating income, expanding the competitive atmosphere, and helping with the implementation of the goals and policies of the Government of the Islamic Republic of Iran.
b) General duties in terms of helping the deprived:
- Performing aid and public benefit activities in order to decrease the deprivation of the disadvantaged, within the framework of the measures communicated by the Supreme Leader.
- Article (9): KEY ELEMENTS
The Foundation is constituted of the following:
- Board of trustees
- President of the Foundation
- Auditor and inspector (the inspecting constituent)
- Article (10): Board of Trustees (General Assembly of the Foundation)
The Board of Trustees of the Foundation, with the membership of the president of the Foundation and four to six people appointed by the Supreme Leader as his highness’s trustees, shall be in charge of the duties of the general assembly of the Foundation which are as follows:
Note 1) : In order for the board of trustees meeting to be official, a majority of the members should be present, and the decisions shall be approved by a majority vote of the members present.
Note 2) :Administration of the affairs of the Board of Trustees shall be in accordance with the approved bylaws
: 10 - 1 Reviewing of the changes necessary in the articles of association and proposing them for approval to the Supreme Leader .
Note: The proposed amendments shall be put forward in the meetings of the board of trustees exclusively by the President of the Foundation .
2 - 10 :Reviewing and approval of the major policies and periodic plan as proposed by the president of the Foundation, based on the general policies by the Supreme Leader .
3 - 10: Hearing the report of the president, and reviewing and approving the financial statements of the Foundation based on the report by the legal auditor and inspector .
4 - 10 : Reviewing and approving the overview of the annual plan and budget .
5 - 10 :
Approving the organization and description of major duties of the Foundation, as proposed by the president .
6 - 10 : Approving the financial and transactional bylaws including the modes of purchase and sale of the assets and real properties, withdrawal from the treasury, and investment operation, as proposed by the president
7 - 10 : Reviewing and making decisions on the proposals made by the president of the Foundation .
8 - 10 : Presenting the performance report of the board of trustees (the assembly) to the Supreme Leader, every six months
9 - 10 : Making decisions on the affairs assigned to the board of trustees (the assembly) by the Supreme Leader
10 - 10 : The board of trustees shall be authorized to entrust some of its responsibilities to the president while he keeps his responsibilities .
- Article (11) : AUDITOR AND INSPECTOR (THE INSPECTING CONSTITUENT)
The Supervision and Audition Deputy of the Bureau of the Supreme Leader shall be in charge of the auditing and inspecting (inspecting constituent) responsibilities of the Foundation, which includes auditing and controlling plans, budgets, regulations, and isolated and periodic inspections.
- Article (12) : PRESIDENT OF THE FOUNDATION
The president of the Foundation shall be appointed by the decree of the Supreme Leader, and, as the highest executive official of the Foundation, shall be in charge of the implementation and execution of all affairs, directing the activities, and safeguarding the rights and interests of the Foundation; he shall perform his duties within the frameworks of these articles of association and the resolutions of the board of trustees.
- Article (13) : DUTIES AND AUTHORITIES OF THE PRESIDENT OF THE FOUNDATION :
1. Executing duties assigned to the president of Mostaz’afān Foundation by the Great Leader.
2. Managing the Foundation affairs and making decisions about how to do them.
3. Establishing, joining in participation, developing and closing down the companies, institutes, and the Foundation agencies inside and outside the country.
4. Enforcing the proprietary rights of the foundation in all fields, including general assemblies of companies, and making decisions regarding such cases on behalf of the foundation.
5. Representing the Foundation in all legal venues and signing the obligating documents and papers.
6. Referring disagreements and claims to judges or courts of law.
7. Ending disagreements and claims by peaceful means in accordance with bylaws approved by the Board of trustees.
8. Collecting the receivables and also undertaking and paying debts of the Foundation.
9. Presenting the annual performance report and the financial statements of the Foundation to the board of trustees.
10. Selecting, appointing and deposing the deputies and managers, and making decisions regarding the employees of the Foundation.
11. Drawing up the chart of key constituents of the Foundation (macrostructure) and the financial and transactional bylaws to be proposed to the Board of trustees.
12. Approving the detailed structure, the guidelines and routine regulations of the Foundation within the framework of the macrostructure and the approved global description of the responsibilities.
13. Studying and approving investment operations and development projects of the Foundation within the framework of the general plans approved.
14. Preparing and outlining goals, macro policies, periodic plans, and the Foundation’s annual budget to be proposed for approval to the board of trustees.
15. Identifying, undertaking, notarizing, paying, and expending funds of the Foundation within the confines of the budget, and financial and transactional bylaws.
16. Reviewing and approving detailed plans and budgets of the deputies of the Foundation, and its subsidiary entities.
17. Issuing and communicating the executive guidelines of the Foundation.
18. Approving the internal rules and regulations of the Foundation (after expert and legal examinations are done).
19. Protecting and safeguarding the Foundation’s properties and assets; enforcing proprietary rights about them; keeping the accounts, opening the required accounts for the Foundation in banks and credit and financial institutes inside and outside the country; issuing permission for opening all kinds of accounts by the subsidiary entities.
20. Proposing candidates for vice-presidency of the Foundation to the Supreme Leader, and endorsing his appointment after approval by his highness.
21. Acquisition of credit, and borrowing from banks, companies, and institutes in favor of the Foundation, and undertaking, guaranteeing, endorsing, accepting, paying, and protesting commercial papers, and issuing permission for credit acquisition and borrowing from banks and institutes by the Foundation’s subsidiary companies and entities within the confines of the approved annual and periodic plan and budget .
22. Contracting every kind of agreement; changing, converting or canceling and annulling them; buying and selling and interchanging properties, machinery; holding open tenders or participating in them, the limits of which shall be detailed in the financial and transactional bylaws.
23. Taking legal action, legal defending and responding to any legal, penal or administrative claims filed by any legal entity or natural person (inside or outside the country) in all legal, administrative, notary, or judiciary courts, municipalities, and in general, commencing or participating in any legal claims in which one side is the Foundation or an entity somehow related to the Foundation, with the authority to appoint proxy or legal representative within the scope of authority of legal attorneys, and investing them with the necessary authorities.
24. Cultivating complete coordination between subsidiary organizations and deputies, and guiding the activities in order to achieve the goals of the Foundation.
25. Accepting properties, economic entities, and stocks or corporate shares in a way profitable and advisable for the Foundation.
26. Making any decision and taking any suitable action with regard to any other unforeseen items, within the framework of the articles of association, and resolutions passed by the board of trustees.
Note: While keeping his responsibility, the President can consign the responsibilities enumerated in this article to the officials and employees of the Foundation, with the right of designating others as proxy even with the power to iterate the designation.
- ARTICLE (14) : ORGANIZATION
a) The macro structure of the organization of the Foundation shall be approved by the Board of Trustees within the framework of the articles of association herein.
b) The vice-president of the Foundation shall be appointed through a proposition by the president of the Foundation to the Supreme Leader, his highness’s approval, and endorsement by the president of the Foundation.
c) Delivery of services to the deprived and the disadvantaged shall be made within the framework of the measures devised by the Supreme Leader, and in proportion to the approved annual and periodic plan and budget.
Note: The president of the Foundation shall be authorized to render these services via internal arrangements or via organizations and institutions outside the company.
- ARTICLE (15) : LEDGERS AND RECKONINGS
a) The fiscal year starts on March 21 (Farvardīn 1 in Persian calendar) each year and ends on March 19 (end of Esfand in Persian calendar) of the same [Persian] year.
b) The ledgers of the Foundation shall be kept in their designated location, and shall be available for supervision to the auditor and inspector at all ordinary times.
c) The financial statements constituting the annual account of the Foundation shall include the balance sheet, profit and loss account, changes in financial condition, and cash flow. These statements, along with the annual performance report, shall be submitted to the auditor and inspector of the Foundation by the president of the Foundation in accordance with the routine regulations and standards. The auditor and the inspector shall then submit their report to the board of trustees in one month, at the most.
d) The compilation of the ledgers, and submission of the financial reports of the Foundation should be performed in a manner that the accounts and performance of the previous year of the Foundation be approved by the board of trustees up till July 22 (end of Tīr in Persian calendar), and the cumulative accounts of the Foundation and the subsidiary units (approved by the respective assemblies), and the performance of the Foundation, along with the comments of the auditor and inspector, be submitted to the board of trustees and approved by them up till October 22 (end of Mehr in Persian calendar), at the most.
e)The approval of the accounts by the board of trustees shall signify the approval and acceptance of the performance of the managers, and shall be as their annual clearing, and it shall be final and compelling.
- ARTICLE (16) : CENTRALIZATION OF THE FUNDS
The treasury of the Foundation shall be formed in a way that all the revenues, including the profits resulting from investments and sale of the movable and real properties, and funds gained via the taxes collected from all subsidiary units, be centralized therein.
Note: Any withdrawal from the centralized accounts shall be regulated by a special bylaw that will be approved by the Supreme Leader.
- ARTICLE (17) : RESTRICTIONS
a) Transactions of the Foundation with its principals, managers, and their relatives by blood or marriage to a third degree, directly or indirectly, shall be prohibited.
b) Doing transactions similar to the transactions of the Foundation involving a competition with the Foundation’s operations, shall be prohibited for the managers and officials of the Foundation.
c) It shall be permitted to grant any discount, or to surrender assets free of charge, or to grant loans and credits to institutions and persons, as minimally as possible, and in keeping with the regulations approved by the board of trustees.
d) Granting of loans and credits to the managers and officials of the Foundation shall be exclusively based on the bylaws that will be approved by the board of trustees.
Note: The limits and restrictions of the above-mentioned activities shall be determined by the board of trustees.
- ARTICLE (18) :
BONYAD dissolution , solution and merger is on the opinion of the Great Leader.
- ARTICLE (19) :
These articles of association was endorsed by the Supreme Leader, his highness, Ayatollah Khāmene’ī (may he live long), in 19 articles and 9 notes on August 1, 2000, and his highness granted permission to the president of the Foundation to take action for registering and implementing the document. These articles of association being approved, all the regulations in contradiction with them shall be annulled.
The amendments stated in communiqués No. 7006/1 dated May 26, 2004, No. 9522/1 dated November 7, 2005, and No. 10315/1 dated April 23, 2006 of the Bureau of the Supreme Leader have been applied in these articles of association.