Home and office furniture export union the article of association
In order to systematize and plan the professional and export activities and affaire relating to the production and export of home and office furniture and to facilitate making coordination between the exporters and importers to swap experience and share the scientific and practical achievements of the people involved to make new designs to do necessary marketing and feasibility study on the export of home and office furniture on the one hand and in order to converge the technical and engineering services and to formulate appropriate and coherent poleis in the existing fields and to exercise the exporters rights and to secure the interests of the domestic exporters whose professions activities and occupation are define within the mentioned frame work .
Hereby home and office furniture union by virtue of paragraph (k) article (5) of the chamber of commerce and the ministry of mining and industry of the Islamic republic of Iran shall be established:
Chapter 1:
Generalities:
Article 1 – identity
Identity : home and office furniture exporters hereafter called the union in this article of association hereby is established in line with the implementation of paragraph (k) article (5) of the laws of the chamber of commerce and the ministry or mining and industry of the Islamic republic of Iran ( ratified on …………… amended on……....)
And in agreement and supervision of Iran chamber and bears legal identity and financial independence and acts as a union and on ………… basis.
Article 2 nationality
The union bears Iranian nationality.
Article 3 legal residence
The present legal residence of the union is located at unit 4 no 36 37th street seyyed jamaledin asadabadi ave
Note: the board of directors is authorized to change the legal residence of the union and announce the related change of address in the selected gazette and advise the chamber of commerce and the ministry of mining and industry in written from consequently.
article 4 the field of activity
the union field of activity extends nationwide .as per the board of directors decision and the approval of the chamber of commerce and the ministry of mining and industry the union has the permission to establish branches in the centers of provinces and towns as required.
NOTE:the conditions of the establishment of branches and the selection of the representatives shall be determined as the existing rules of the chamber of commerce and ministry of mining and industry.
article 5 duration
the duration of the union activity is infinite.
Chapter2
Objectives
Article 6: the objectives of the union are as follows :
6-1 the organization of export the promotion and development of the quality of service.
6-2: marketing and constant data mining on the supply and demand the existing prices the consumption and production of the markets.
To be introduced to members and deployment of the most recent international approaches toward the achievement of the legitimate export promotion objectives.
6-3 : participation in decision making and preparing and producing the draft of the rules and regulations in connection unit the export of products and service to protect national interest and exercise the rights of all union member drawn up in co-ordination whit Iran chamber.
6-4 : establishing connection with the banks and other monetary funds international financial organization and credit facility grantors as per the Islamic republic of Iran s existing laws and the necessary arrangements to utilize such facilities and the enhancement of the financial strength and diversification of the union member activities .
6-5 : the creation of data bank and in formatic network publication of books magazines special loroehures for the presentation of data in the fields related to the objectives and duties of the union.
6-6 : the invitation and encouragement of the qualified natural and legal persons to join the union .
6-7 : the issuance of harmonious business guidelines to conduct trade and conclude export contracts to secure the member s benefits and safeguard the right of the local exporters .
6-8: conducting the required scientific studies and research within and outside the country in compliance with the regulations made in order to achieve the union s objectives.
6-9: to make every effort to promote the export of goods and products relating to the union activities.
6-10 : to facilitate the materialization of the qualitative and quantitative objectives having been set for the export of goods and services defined within the union activities .
6-11 : to safeguard the common benefits of the member .
6-12: rendering legal and financial consultation .
6-13: the promotion of investment in production and the related services involved with the union activities to develop the member s export potentials (qualitatively and qualitatively) for successful participation in the target markets.
6-14 : taking preventative measures against the occurance of any unfair competition amongst the union members in compliance with Iran chamber committee codes.
6-15 : offering improved access for the union members and the creation of favorable opportunities for them to enter home and office furniture international markets .
6-16 : co – operation in designation and execution of national and international standards . supervision over and support of the locally produced products. Facilitation of the export of goods and services in all the stage of design interior design and the production of the similar wood products. It is worth to be mentioned that the supervision and control shall be exercised through the establishment of inspection trade and production companies.
6-17 : the settlement of disputes amongst the union members by means of a special arbitration committee to be erected for this very purpose or in case of need upon the judgment of Iran chamber arbitration center.
6-18 : the introduction of the members to the ministries office and organization in order to as the existing services and facilities.
6-19 : to meet up executive liabilities related to the export contracts to be offered by ministries and economic organization to the union .
6-20 : the preparation of semi – annual reports on the performance of the union and making the necessary assessments discussion over the current issues and troubles and presentation of practical trouble –shooting suggestions to solve the existing problems to be produced to Iran chamber.
6-21 : the presentation of solution and practical suggestions to the related ministries institutes organization and offices in order to resolve problems posing as barriers on the way of the export of goods and services defined within the union activity framework to be reflected to the chamber of commerce and the ministry of mining and industry of Iran so as to aim the support of the relating offices.
6-22 : hording short-term and long-term training courses and work shops and conducting scientific industrial commercial research as required running specialized conferences and seminars besides participating in the local and international meetings translation of scientific article on the subjects relating to the union s activities.
6-23 : holding national and international public and special exhibitions and participation in the related events.
6-24: the union also feels incumbent on itself to attract foreign investments employ technical and managerial expertise and know how and skillful foreign workforces in order to boost domestic production qualitatively and qualitatively in conformity with the country s regulations.
6-25: to make sure the members act in accordance with the country s trade rules and regulations and as per the article of association and the union s practices in permanent with Iran cambers disciplinary committee.
Chapter 3
Membership and the related conditions.
Article 7:all the exporters including the natural and legal persons are entitled to be granted the union membership.
Note 1: the natural and legal Iranian subjects domiciled abroad could apply for the union membership.
Note 2: the natural and legal foreign subjects could apply for the union membership as per the in eternal rules providing the state to which they belong to apply the same rules for the Iranian expatriates.
Article 8: types of membership
A: leading members: comprise of the natural and legal members having direct involvement with subject of the union activities.
B: associate members: are those comprised of the natural and legal members who are at the disposal of the union main activities.
C: short – standing members : are those comprised of the natural persons (university graduates and non – academicians) who apply for membership due to their own personal interest.
NOTE: the short standing member s participation at the union general session is authorized though they are ineligible for vote.
Article 9: grating membership to the legal persons is subject to bearing Iranian nationality in compliance with the article 21 of the trade lows and is possible by holding the chamber of commerce and the ministry of mining and Industry membership certificate.
Article10: membership conditions of natural persons
To have Iranian nationality
To believe in one of the country s official religions
To bear the import and export business license card or creditable
Membership card in the Chamber of Commerce or the Mims try or and Industry of Iran.
To have export experience record in the Union s relevant field of
to be confirmed by two Union members.
The application for membership of the applicants shall initially be
Died in a committee having been formed for this very purpose subsequently are granted membership in case the required qualifications are met up.
Article 11: It is binding for all rhea union members to act in accordance with intents of the article of association, the union rules and regulations and the of directors resolutions and are bound to make every effort to achieve Union objectives.
Chapter 4
Principles:
Article 12 : The principles of the union are as follows
General Assembly
Board of Directors
Inspectors
Article 13: General Assembly
General assembly is the supreme reference of decision making and is comprised of the official members or representatives or their legal deputies.
13-1 General assembly shall be held subsequent to being printed in one of
The widely circulated gazettes at least 15 days prior to the date it
Is to be held by announcing the day ,the hour and the venue adhere
The general assembly would meet.
13-2 In order to participate in the general assembly sessions the union
Member legal persons shall introduce an individual as the plenipotentiary
Representative at their companies with the signatures of the signatories
Entitled to sign the liability induciry documents having been endorsed
With the stamp of their related companies.
13-3The general assembly (ordinary or extraordinary ) shall officially
Meet with the participation of the absolute majority of the members
(Half plus one) and its resolutions shall be effective with the
Absolute majority of the participants votes (Half plus one)
13-4 The votes shall be taken in writing and secretly at the union general
Assemblies.
13-5 Once the assembly were in session ,initially the eldest participant prudent at the assembly shall address the session acting the senior member in charge then an immediate voting shall take place in order to elect a chairperson two secretaries and two supervisors to run the assembly subsequently the elected officers shall assume the responsibility of holding the assembly.
13-6At the outset , the secretary shall register the names of the
Participants present at the assembly on the minute to be signed by the
Assembly officers additionally the secretary is obligated to take note of
The ongoing discussions and assembly decisions.
13-7The assembly resolutions made within the framework of the union
Article of association shall be binding for all members.
13-8The presence of the Chamber of Commerce and the Mining of Mining and Industry representatives in all the general assembly sessions
(ordinary or extraordinary ) as an administrator is essential and
They shall make comments thought having the right to vote.
13-9The union is obliged to send a copy of all the general assembly
Absolutions (ordinary or extraordinary ) to the Chamber of Commerce
The Ministry of Mining and Industry of Iran.
Article 14 :The general assembly shall take place in two manners
Ordinary General Assembly.
Extra – ordinary General Assembly
Article 15: The union ordinary general assembly shall be held as
The article 14 once in a year (preferably in the first quarter
The Iranian sular calendar )while general assembly is to meet
Ordinarily as many times as required.
Article16: The duties of the ordinary and extra ordinary general assemblies
As follows:
1- Hearing the beard of directors report.
2- The approval of the union annual budget.
3- The approval of the board of directors proposal relating the membership
And the annual membership right of the members.
4- Hearing the inspectors report.
5- The approval of the balance sheet and the annual financial report
The board of directors.
6- The delineation if the union policies and the study and decision making
The board at directors proposals.
7- The election of the leading and substitute members of the board at
Directors and the inspectors.
8- The selection of the widely – cireulated gazette.
9- Dcasion making in miscellaneous subjects which falls within the
General assembly jurisdiction.
Article 17: the board of directors shall be duty bound to hold the ordinary
general assembly as per article 13 within 20 days prior to the termination
the current term by the member of the board of directors and that
the new board of directors would be appointed the former board of
shall be in charge and that unless not being invited to the assembly
by the union board of directors the Chamber of Commerce and Ministry
of Mining and Industry is authorized to take measures to run the
general assembly.
Article 18:
The ordinary general assembly shall meet extra ordinarily in the
Time of urgency either the board of directors invitation or the inspectors
Or upon the request at "Half plus one "of the union members according to
Article 13 of the article of association.
Article 19: The extra ordinary general assembly shall be official once at
Least the two third at the members or their representatives be in attendance at the session. In case at the first general assembly session the
Designated quorum would not material. The union members shall be invited for.
The second time and the presence of (the one third) of the members
Shall be taken as quorum and the session would be regarded official
And that this would suffice to make decisions on the condition that
The result of the first invitation would appear on the second invitation
Letter and that the decision of the extra ordinary general assembly
Shall be made by means of the majority of the votes (two third )
Of the attendants present at the session .
Note : In case the session would not reach the legal quorum for the second
Time the extraordinary general assembly shall be held for the third time and
That the extraordinary general assembly resolutions to be made with the majority of the votes of the members present at the session with any number of the people having the right to vote shall be applicable .
Article 20: As need might arise the ordinary general assembly could be held extraordinarily by the inspectors. In this the board of directors shall be advised then they are bound to invite the union members to the general assembly as per article 13, at most 15 days from the date of the receipt of the inspectors request in case the board of directors decline , the inspectors could personally make invitations for the ordinary general assembly in an
Extraordinary manner in accordance with the article 13.
Article21: upon the written request of the union members (half plus one )
The ordinary general assembly could meet extraordinarily also knows as
The extraordinary general assembly.
The union board of directors are bound to invite the members to the assembly at most within 20days from the date of the receipt of the written
Request and that in case the board of directors declined ,the members
Could demand for extraordinary general assembly invitation from the inspectors there fore the inspectors shall be bound to invite the members
At most within 15 days as per article 13and once even the inspectors
Declined ,the requestors could directly invite the members to hold the general assembly in complete conformity with the practices stated in the article of association.
Article22: In case any single ordinary general assembly session not offiecally held due to not reaching the legal quorum ,within
Days the next session shall be held as per article 13 and by means of
Erotizing in a gazette and that the members shall be invited , the second
Assembly session shall be deamed official with number of the members present.
Article 23:
Extraordinary general assembly duties and author ities are as follows,
Interation and modification of the union article of associatition
Affer individnal or collective redundancy to the members of the of directors or the inspectors.
Dissolution of the union and the selection of the liquidation committce
The general assembly shall meet at the union headquarters unless
Otherwise another venue were designated on the invitation card.
Article 24: The board of directors.
Union shall operate by means of a board of directors comprising
Even main members and two substitute members from the members
Assessing business certificate card (or the Chamber of Commerce and the of Mining and Indnstry of Iran membership card) who would be elected ordinary or extraordinary general assembly from amongst the existing members or their legal representatives for 3 years.
Subsequent to the termination of the term at mission of the board of directors until the election of the new board ,directors all of the ponsibilities shall still be burdened by the former board of directors
24-2 The election of any former members of the board of directors for
The future terms of office is permitted.
2403 The board of directors And inspectors serviced as long as
Being in term of office in the union shall be voluntary .
Article 25: membership conditions on the board of directors.
A – Bearing Iranian nationality
B – popularity
C – To believe in one of the country official acknow ledged religions
(for the legal persons)
D – To produce written reference letter .( for the legal persons)
E – To have background ,experience ,and sufficient skills in foreign
Business and fariliarity with the international markets.
F – To hold bachelor of art (Bs) degree or mgher degrees in the
Fields of wood industry ,management ,commerce or the other
Related courses in addition to having 5years working experiences
Or to hold a diploma with 15 years of working experience in the
Wood industry ,home and office furniture or to have 25 years
If working experience in the wood industry basing on the introduction
And approral of two reliable refereces in union .
Article 26: the applicant for membership in the board of directors is
Expected to submit his/ her written request together with the required
Certificates 15 days prior to the date the assembly meets to the union.
Note ,the approral of the applicants qualifications for membership in the board of directors shall be established by the board of directors prior to the first general assembly would meet there after this issue shall be decided
On by the elected board of directors. In case the board of directors deems
That the applicant has failed to acquire the required qualifications the
Applicant shall be advised within 5 days since the receipt of his written request and in case objection might be raised on the part of the applicant
His objection shall be nonored within 7 days at the Chamber of Commerce and the Ministry of Mining and Industry and that the verdict of the Iran Chamber shall be binding.
Article 27: In case of a members resignation from membership and missal or the dissolution of his related company whose representation
As a member holds a position as the leading member his /her term mission shall come in to termination.
Article 28: In case the representative of the legal person actiry as a member subsequent to being elected as the leading union member for reason would rehiquish his / her membership in the company he / she is acting , automatically shall be removed from the position he /she hold in union upon the instruction of his / her company and would not assume responsibility what soever and his / her position shall be conferred to subsritne member and as need might arise in compliance with the les an election shall be held.
Article 29: breach of any single item of the contents of article 25 for any members of the board members during their term of office would result in the removal of the member.
Article 30: In case of the resignation ,demise or removal (Half plus one) the broad members the board member election shall be re –run .
Article 31:A president .a vice president ,a treasurer and a secretary veral shall be selected from amongst the board members subsequent to the alized election at most within on the first session by board members .
Be , the board member . president also acts as the union chair person .
Article 32: The term of office of the positions being held by the board members shall not excced the membership dutration in the board of directors person in charge of the positions are meant to be appointed or appointed by the board members.
Article 33: The board of directors shall meet upon the invitation of the president or the vice president at the designated times or as urgency might arise the board of directors session shall meet at the union headquarters or the location to be designated on the invitation letters .
ARTICLE 34: in case of the resignation demise or removal of any single board of directors members the substitute member wining the most votes at the election shall replace the leading member for the remnant term of office of the board of directors. However , if the substitute members hold some equal votes the election shall be hold by the board of directors and by casting lots.
NOTE 1 : any unauthorized absence in three consequtive session or six intermittent sessions would result in the membership discontinuance from the board of directors.
NOTE 2 : to decide the occurance of the absence is justified or either unjustified shall be left to the two third of the votes of the board of directors.
ARTICLE 35: the board of directors sessions shall be official with the presence of the members holing the right to vote.
Article 36: the board of directors president shall preside over the board sessions and in east of his absence the vice-president shall be in charge.
Once the president and vice-president were absence the rest of the board members shall select one of the members present at the session evabting him to deputize for the president s duties in connection with running the session.
Article 37: the board resulation shall be effective with the majorlty of the votes of the attendants present at the session ( half plus one) except the content of note 2 of the article 34.
Article 38: the board minutes and decisions shall be recorded in the books of record and signed by the attendants.
Article 39: the attandence of the board substitute members and the inspectors of the board sessions is authorized yet they do not have the right to vote.
Article 40: the board is authorized to select autural person from amongst the board members or non-members on duty basis as secretary general.
Note 1 :The board of directors could entrust a part of its own thorities for the union secretary general .
Note 2: In case the secretary general were the board of directors member his / her term of office shall not exceed the duration of his membership the board of directors.
Note 3 :In case the secretary general were not a board member is authorized attend the board meeting yet without holding the right to vote.
Acle 4/ to conduct the union administrative affairs including the istration of the correspondenss , newsm and their edition and replication classify , record and preserve the union documents and paper to apply and preserve the required statislics and information to compile ows andby-laws and the notices retated to the union activities , to keep ….. on the members and to register their membership and to perform official …………………. For placing advertisements and to send invitation letters and receive the applicants request for membership in the board of directors and act as the union inspector , to receive the introduction letters from the representatives of the member companies enquiring general assemblies , to provide the required question niers to recruit a forance , staff presence , union property naintanence , to assure the resolutions inside the union and to take other measures generally ……….. for the union operations.
Tereby the secratarait under the supervision of the secretary general shall be established under the board of directors.
Article 42: the board of directors limits of duties and responsibilities .
The board of directors shall be considered the legal representation of the union and wields the legal authority to administer the union affairs the board of directors duties and responsibilities could be mentioned as follows.
42-1: a bank account shall be opened in the name pf the union in the authorized banks, in order to transfer the amounts issue checks and downpay the expenditures and that as needed the loans are to be obtained via this account.
42-2: to perform monetary and fiscal operations and to fullfit the financial liabilities airsing out of the existiny jurisdictions and to produce annual report to the general assembly on the activities and financial operations mode.
42-3 to conclude any contracts on the purchase ,sale ,rent and possession of the movable assets and immovable assets which are in the name and at the expense of the union and their related revision alteration ,and cancellation not having been based on commercial intentions or motives to drive or obtain benefits.
42-4 Administration of the union financial affairs manipulated by the treasuret.
42-5 To receive every union financial demands and to down pay every amount of dabts ,expenses and to obtain clearance .
42-6 To employ ,remove ,and appoint the secretary general and the union employees in addition to designating job descriptions ,salaries ,down payment conditions according to the existing laws in the country
42-7 To bring or receive any legal or penal complaints with full authority bestowed to refer to the courts ,to the right of appeal the provincial courts and the supreme court ,to make reconciliation to appoint lawyers ,to reach compromise and to make use of rights and duties of arbitration.
42-8 To take any action which according to the existing rules and regulations is conferred to the union by the authorities of the Islamic Republic of Iran .
42-9 To take actions which according to legal parameteds shall be equired to administers the union .and pursue the union aims and objectives not prohibited within the article of association .
42-10 To choose and send a representative to economic cooperation usiness and technical committees in compliance with the conditions tated in the related by laws .
42-11 To prepare, compile and pass, laws and internal by –laws or the better administration of the union affairs stated within article of association and the granted authorities .
42-12 To supply the members instructions on administrative , managerial ,financial ,tax, insurance ,contractural, legal affairs if advice were sought by them from the union .
42-13 To produce the union budget draft to be passed through the existing assemblies.
42-14 To ,prepare the list of properties and union debts subsequent to the termination of the fiscal year and its submission to the inspectors ,besides preparation of the balance sheet and the profitant loss account the previous year submitted to the general assembly .
42-15 The board of directors is authorized to expel the member having acted in violation of the union objectives and the rules stated within the article of association from membership and report the reason of expulsion of the member with the evidences attached to the chamber of commerce and the Ministry of Mining and Industry of Iran .
42-16 To hold specialized and trade mectings by inviting the experts to improve the members level of knowledge qualitatively and quantitatively .
42-17 To prepare quarterly reports on the union performance and the submission of it to the Iran Chamber.
Article 43: Treasurer
The treasurer is in charge of handeling the union finaneial affairs and is obliged to prepare the unions books ,documents and financial reports and is bound to control the recoevables and the payables and register contain, retain ,maintain them and to provide the inspectors with the union books and documents to be viewed upon their demand and with the information of the board of dirdctors chairperson at the secretariate .
Article 44: All the valuable and binding papers and documents ,contracts checks ,drafts and promissory notes shall bear validity as long as two signatures, out of the three existing signatures exist including the board of directors chairperson, secretary general and the treasurer of the union signatures endorsed by the union stamp.
The ordinary official correspondences shall be deemed valid as long as they bear the board of directors chairperson or the union secretary generals signatures together within the union stamp .
Article 45: Inspectors
45-1 The inspectors shall be selected according to the "article 25" of the article of association .
45-2 The ordinary general assembly shall select two fixed inspectors and one substitute inspector for the duration of one year and that their re-selection is allowed .
45-3 In case of the demice or resignation of the fixed inspector or him lacking the conditions having been stated in the article 25 of the article of association his duties shall be performed by the substitute inspector.
Article 46:
46-1 To excereise supervision over all the activities and operations of the board of directors defined within the limits of this article of association and their compatibility wit the contents of the current rules and regulations practiced within the country and the general assembly resolutions and the article of association and in case of observance of non- compliance the board of directors shall be advised on the facts and the existing violations shall be remedied .
46-2 The balance sheet prepared by the board of directors to be submied to the annual general assembly and as required all the union financial papers and documents could be studied by the inspectors and they are bound to provide the general assembly with their written comments.
46-3 The inspectors shall prepare and submit their written report or the further notice of the members at least 15 days prior to he date the general assembly is to be held.
64-4 The inspectors are obligated to exercise supervision over invitations and holding the ordinary and extraordinary general assembly .
64-5 The inspectors are obligated to provide the union secretariate with copy of their report .
Article 47: The committees and the consultants line with the promotion of the union objective and effective fulfillment the existing duties the committees to be comprised of the representatives the member compaies and the union natural persons could be formed.
Type of each committee activities and the number of their related members and their selection method and committee duties shall be in compliance with the book which would be produced and approved by board of directors.
Chapter 5 Finacial Resouce
Article 48: The natural and legal persons applying for membership in the union expected to pay enterance fee payable to the union current account receipt of which shall be submitted to the secretariate.
Article 49:
In addition to the entrance fee each member is expected to pay membership fee annually payable to the union currant account the receipt of which shall be submitted to the secretariate .
Article 50: The union reserved the right to accept presents , offerings donations, inheritances and the cash and non- cash contributions at the members or any third party .
50-1 subject to the reqirement of urgency and upon the approval of the board of directors.
50-2 The board of directors is authorized to defray the needed expenses incurred on the union for the services offered by the members and non-members holding exhibitions and specialized seminars ,educational workshops publishing magazined ,sending working delegations ,etc.
Chapter 6 Liquidation
Article 51: on the strength at the decision made at the extraordinary general assembly or final and conclusive verdict of the court at justice the union shall be liquidated .
Article 52: if the liquidation were put into force by the extraordinary general assembly . the assembly would select liquidation committee including three representatives of the legal members .the selection of the union board of directors prior to the liquidation acting as the liquidation committee is allowed ,In case the liquidation of the union were put into force by the court of law the liquidation committee shall be impaneled by the court .
Article 53: subsequent to the liquidation of the union and the appointment of the liquidation committee the former union managers properties and furniture accompanied by the list of the items to the liquidation committee.
Article 54:
The state of the union debts and properties shall be clarified by the liquidation committee and with the supervision at the Iran Chamber represemtatives and after the setelment of the accounts all the existing movable and immovable properties shall remain in the custody of the Chamber of commerce and the Ministry of Mining and Industry .
Article 55: The duties ,commitments ,and the authorities of the liquidation committee relating to the union properties ,drmands and debts and in general teem the liquidation shall be put into force in compliance with the rules of the bill pertaininy to the partially amended law of commerce approved on 1347/12/24 in addition to the existing article of association .
Chapter 7 Miscellaneous
Article 56: Arbitration
56-1 the union is authorized to refer special cases to arbitration .
Accordingly the board of directors shall select a qualified person or people from amongst the board or from the representatives of the member companies or the member natural persons and subsequent to winning their agreement they shall be assigned to study the case and express their laws .
Article 57: In case the article of association would require any interpretation it shall be interpreted by the chamber of commerce and Ministry of Mining and Industry of Iran and chamber view shall be binding and effective.
Article 58: This article of association is prepared in one preface seven chapter ,58 articles and 15 notes and was approved by he extraordinary general assembly as of date 1382/3/17 .