Articles of Association

Article 1 – Name of the Association

Employer Trade Association of Women Active in the Construction Sector

Article 2 – Purpose of the Association

The objectives of the Association are as follows:

• Striving to secure the legitimate and legal rights and demands of the members by creating favorable conditions to achieve the Association’s goals.
• Collecting information, studying and researching problems, identifying needs and priorities.
• Planning to meet professional needs, training, development, and expansion of activities.
• Working to improve resource productivity and production capacity, and facilitating technological innovation transfer.
• Endeavoring to improve production quality or to study, identify, and establish modern quality control methods.
• Working toward coordination in training, skill enhancement, and provision of required human resources; cooperating with the Ministry of Cooperatives, Labor and Social Welfare and other relevant bodies for training related to technical protection and occupational health.
• Conducting necessary research and providing advisory and legal opinions regarding the preparation of bills and proposals related to labor laws, social security, and employers’ legal and welfare matters to the relevant authorities.
• Receiving admission fees, membership dues, and voluntary financial contributions in accordance with the Statute.
• Cooperating in the establishment, strengthening, and expansion of cooperative companies and interest-free loan funds related to the duties of the Association to provide members with greater facilities.
• Supporting and defending the professional and trade rights and interests of members by submitting proposals and securing support from governmental and national organizations regarding the Association’s objectives.
• Purchasing, selling, and owning movable and immovable property in the name and on behalf of the Association, provided it is not for commercial profit and complies with national regulations.
• Membership in the relevant Federation of Trade Associations in accordance with legal regulations.
• Cooperating with other trade organizations and performing other duties and powers assigned to trade associations under legal regulations.
• Accepting responsibilities and cooperating with ministries, organizations, and official institutions in performing tasks assigned to trade associations, and being prepared to provide necessary consultation.
• Establishing communication with organizations and bodies related to the duties of trade associations or related federations within the country, within the framework of trade activities and national laws.
• Participating in professional negotiations with other employer organizations subject to the law and concluding collective agreements with labor organizations.

Article 3 – Main Office of the Association

Tehran Province – Mirdamad – Hesari Street – 13th Street – No. 2 – 13th Floor

Article 4 – Capital of the Association

The Association has no capital, whether cash or non-cash.

Article 5 – Duration of the Association

From the date of registration for an unlimited period.

Article 6 – Nationality of the Association

The Association is of Iranian nationality.

Article 7

None of the partners may transfer their share to others unless approved by holders of three-fourths of the Association’s capital who also constitute a numerical majority. Any transfer of shares shall only be valid through an official deed.

Article 8

The Ordinary General Assembly of the Association shall be held within four months after the end of each financial year, but may also be convened extraordinarily at the request of any member of the Board of Directors or the partners.

Article 9

Invitations to any General Assembly meeting shall be issued by any member of the Board of Directors, the Managing Director, or the partners through written notice or publication in a widely circulated newspaper. The interval between the invitation and the meeting shall be at least 10 days and not more than 40 days.

Article 10

If all partners are present at any General Assembly meeting, compliance with Article 9 of the Statute shall not be required.

Article 11 – Duties of the Ordinary General Assembly

a) Hearing the Board of Directors’ report on financial matters and the Association’s annual balance sheet and approving it. b) Approving the proposed distributable profit submitted by the Board of Directors. c) Determining and approving the Association’s policies. d) Electing the Board of Directors and, if necessary, the inspector.

Article 12 – Duties of the Extraordinary General Assembly

a) Amending the Statute or adding or removing one or more articles. b) Increasing or decreasing the Association’s capital. c) Admission of new partner(s) into the Association.

Article 13

Decisions of the partners in the Extraordinary General Assembly shall be valid with the approval of holders of three-fourths of the capital who also constitute a numerical majority, and decisions in the Ordinary General Assembly shall be valid according to Article 106 of the Commercial Code.

Article 14

The Board of Directors consists of three main members, one treasurer, and one alternate member, elected by the Ordinary or Extraordinary General Assembly from among the partners or external individuals.

Article 15

The Board of Directors shall elect from among themselves a Chairperson, a Vice-Chairperson, and a Treasurer, and may assign other roles to its members.

Article 16

The Board of Directors is the legal and fully authorized representative of the Association and may intervene in all matters, particularly the following:

Administrative affairs of the Association; performing legal formalities; maintaining and preparing the asset inventory; preparing the budget; determining and paying salaries; handling expenses; auditing accounts; proposing annual distributable profit; preparing internal regulations; implementing General Assembly decisions; managing debts and receivables; establishing branches; granting and accepting representation; hiring specialists, employees, and workers; entering into contracts with companies, banks, government bodies, and individuals; purchasing, selling, and leasing movable and immovable property and machinery; conducting all necessary transactions; entering partnerships with institutions and individuals; borrowing or mortgaging or obtaining credit; lending and borrowing from banks and institutions; opening current and fixed accounts; receiving funds; representing the Association in all judicial stages; appointing and dismissing attorneys; settling disputes through reconciliation. These powers are not restrictive, and any decision made by the Board of Directors for the advancement of the Association shall be valid.

Article 17

Meetings of the Board of Directors shall be valid with the presence of the majority of members, and decisions shall be valid with the majority vote.

Article 18

Authorized signatories of the Association, including signatories of negotiable instruments such as checks, promissory notes, bills of exchange, binding documents, and contracts, shall be determined by the Board of Directors.

Article 19

Each member of the Board of Directors may delegate all or part of their powers and signing authority to any partner for any period deemed appropriate. The Board of Directors may also delegate all or part of its powers to the Managing Director.

Article 20

The financial year of the Association begins on the first day of Farvardin each year and ends on the last day of Esfand, except for the first year, which begins on the date of establishment.

Article 21 – Profit Distribution

At the end of each financial year, administrative expenses, salaries, depreciation, taxes, and other governmental charges shall be deducted from the Association’s income. After deducting ten percent for the legal reserve, the remaining net profit shall be distributed among the partners in proportion to their shares.

Article 22

The death or incapacity of any partner shall not result in the dissolution of the Association. The heirs of the deceased partner or the guardian of the incapacitated partner may continue the partnership; otherwise, they must receive their share after completing legal procedures or transfer it to another partner and withdraw from the Association.

Article 23

The Association shall be dissolved in accordance with Article 114 of the Commercial Code. If the partners decide to dissolve the Association, one person from among the partners or outside the Association shall be appointed as the liquidator. The duties of the liquidator shall be in accordance with the Commercial Code.

Article 24

Disputes arising between the partners shall be resolved through arbitration.

Article 25

In matters not specified in this Statute, the provisions of the Iranian Commercial Code and other applicable laws shall apply.

Article 26

This Statute has been prepared in 26 articles and signed by all founders listed below, and all pages have been signed.