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    In the name of God

    Articles of Association for Yaran e Fatemeh Kish Charity Foundation

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    Articles of Association for non-profit foundations subject of article 13` section 26 of regulatory ordinance for Government Financial Regulations ratified on 16/02/2002

    In accordance` it shall be named Yaran e Fatemeh Kish Charity Foundation.

    Article 2) the subject of activity shall be charitable affairs within and outside the country.

    Note: All activities of the foundation shall be non-political and non-profit.

    Article 3) Location: the principal center is located at P. O. Box 603` Stall No. 118` 2nd Fl.` Venus Mall` Kish Island. It may` according to article 12 of executive guideline` section 13` paragraph 26` establish branches across the nation` or abroad.

    Article 4) Yaran e Fatemeh Kish Charity foundation is of Iranian nationality` and all its members declare their allegiance to` and abide by the constitution of the Islamic Republic of Iran.

    Article 5) Term of activity: Yaran e Fatemeh Kish Charity foundation shall be active` indefinitely` beginning the date of establishment.

    Article 6) The initial assets of Yaran e Fatemeh Kish Charity foundation` including movable items` shall be the sum of 50`000`000`000 IRR` which is paid in full by the members` and is at the disposal of the foundation.

    Article 7) The objectives of the foundation are as follows:

    Protecting the orphans` the elderly` the ill individuals` earthquake victims` and the injured` receiving aid from national` foreign` and international funds` receiving non-refundable aid from organizations and international funds` establishing supportive funds and opening accounts for receipts of global support` import and export of authorized domestic and foreign goods

    Method for Execution of Goals:

    1 – Opening accounts in domestic and foreign banks for receipt of support from global organizations

    2 – Advertising through websites` exhibitions and fairs` radio and television` flyers` newspapers` and magazines

    3 – Establishing headquarters and branches at home and abroad` and in international groups

    4 – Recruiting human and hardware resources for receipt of domestic and international aid

    Note: The foundation must act in accordance with the resolution of the board of directors for each of its specific objectives and activities.

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    Article 8) the founding board includes:

    1 – Mohsen Mersad

    2 – Ali Sharafkhani

    3 – Ghassem Shaabani

    4 – Parviz Poursiamak

    5 – Alireza Afshari

    Note: The founding board` following the establishment of the foundation and introduction of the board of trustees` from among themselves or others` shall have no responsibilities toward the foundation` and all pages of the articles of association must be signed by the founding board.

     

    *Intermediary y Bank: crammers bank ` Frankfurt ` Germany; SWIFT: COBADEFF

    *Account with institution: bank of Georgia `SWIFT: BAGAG E22; 29? Gagarin Street` Tbilisi 0160  Georgia

    *Beneficiary y : LTD  Eurostar

    *Account: GE19BG0000000626984800

    *Tel: (99532) 2444 444

    *E-mail welcome @ bog .ge

    *Intermediary y Bank: crammers bank ` Frankfurt ` Germany; SWIFT: COBADEFF

    *Account with institution: bank of Georgia `SWIFT: BAGAG E22; 29? Gagarin Street` Tbilisi 0160  Georgia

    *Beneficiary y: LTD Eurostar

    *Account: GE19BG0000000626984800

    *Tel: (99532) 2444 444

    *E-mail welcome @ bog .ge

     

    Article 9) the pillars of the foundation are:

    A: board of directors

    B: managing director

    C: auditor

    Article 12) Regular session shall be once a year within 6 months.

    For a session to be deemed formal there needs to be a minimum of half plus one member` and for ratification of any matter` the majority vote of the members present is necessary. In the event the majority vote is not achieved` a second session` within fifteen days of the initial session` shall be formed` and the session shall be deemed formal with any number of members present. Regular general assembly session may be formed at any time` as extraordinary session` at the request of the board of directors. Invitation for general assembly is either in writing or through a major publication.

    Article 14) Extraordinary general assembly session of the board of directors shall be formed with the following conditions:

    1 – at the request of the board of directors and the auditor

    2 – at the request of one third of the members of the board of directors

    Note: invitation for extraordinary general assembly session shall be by phone` in writing` or through advertisement in major publications. It shall be formed` and shall be deemed official` in accordance with the terms of ordinary general assembly sessions` and its decisions shall be deemed valid upon obtaining a minimum of two thirds of the votes` of those present at the formal session.

    Article 15) The general session shall be formed by the board of directors` consisting of the managing director and the head of the board of directors.

    Note 1: The members of the board of directors shall be selected following announcement and acceptance of candidacy.

     

    B: Board of Directors

    Article 16) Yaran e Fatemeh Charity foundation shall have a board of directors consisting of five to seven principal members in addition to one alternate.

    Note 1: The board of directors sessions shall be deemed formal upon the majority of the members being present` and the decisions made shall be valid only if supported by the majority votes.

    Note 2: Participation by the members of the board of directors` at its sessions` is mandatory. Absence by any of the members of the board of directors` without excuse or prior notice` for a total of three consecutive sessions` or six non-consecutive sessions` shall be regarded as the resignation of the absent member.

    Article 17) In case of resignation` death` or change in conditions of one of the members of the board of directors` the alternate member shall perform the duties of the outgoing member for the remainder of the term of the board of directors.

    Article 18) The board of directors` in addition to the sessions which it will hold` at the minimum` once every 15 days` shall hold extraordinary sessions` as necessary` through invitations` by phone or in writing` by the managing director or the head of the board of directors. The time lapse between sending invitation` or phone call` and the board of directors’ session shall be a minimum of three days.

    Article 19) Members of the board of directors shall meet no later than one week after being elected` and shall elect one chairman and one treasurer from among themselves.

    Article 20) The board of directors shall be elected for a term of 3 years. Successive election of the board of directors for subsequent terms is possible` and the board of directors is obligated to extend invitation to the general assembly for election of the new board of directors no more than two months prior to termination of their term.

    Article 21) The board of directors is the lawful representative of the foundation` and its duties and authorities are as follows:

    Managing the foundation’s accounts` paying bills and collecting debts

    Opening accounts in banks` domestic and foreign` per determination of managing director and the chairman of the board of directors

    Performing legal protocols and follow up on legal` taxation` and registration matters` at all legal stages in courts` determination of verdict` selection of and dismissal of attorney` termination of claims through settlements` and where possible` granting all or part of his authorities to any other individual` real or legal` or the right to transfer power of attorney to others

    In general` the board of directors may perform any actions or engage in any transactions` which it deems necessary` with respect to transfer of movable assets` improvements` mortgage` paying off mortgage loans and other debts …

    Note 1: all documents and bonds shall be valid only if bearing the signature of the chairman of the board of directors` accompanied by the company seal

     

    Managing Director:

    Article 22: the board of directors may elect one of its members` a real person` from among the members` or an outside party` as managing director of Yaran e Fatemeh Charity foundation` and determine the extent of his powers. The authority to terminate the managing director shall lie with the board of directors` and the managing director shall perform his duties within the scope of powers granted to him by the board of directors.

    Note 1: The managing director shall be elected for a period of 3 years. If the managing director is a member of the board of directors his term` as the managing director` shall not extend beyond his term as the member of the board of directors.

    Note 2: Repeated election of the managing director is possible

     

    C: Auditor

    Article 23) The regular general assembly of the board of trustees shall elect one individual as the chief auditor for a period of 3 years.

    Note: Auditors may be reelected.

    Article 24) The duties of the auditor are as follows:

    1-Examination of all financial documents and papers` and preparing reports` on financial activities` for the board of directors

    2-Examination of the board directors’ annual report` financial or otherwise` and preparing performance report for the members of the board of directors

    Note 1: The auditor may participate` in the sessions of the board of directors` without having the right to vote

    Article 25) All documents belonging to the foundation` financial or otherwise` shall` without question` be at the disposal of the board of directors of the foundation.

     

    Chapter Three:  The resources for the Yaran e Fatemeh Charity Foundation’s credit shall be supplied through collection of gifts` donations` wills and endowments` and through all other activities mentioned in article 7 of the articles of association` and any other aids aimed at satisfying financial needs by the charity foundation.

    Note 1 – All of the foundation’s incomes and funds shall be kept in a special electronic account` opened at one of the official banks of the Islamic Republic of Iran` or a bank abroad` as determined by the managing director and the chairman of the board of directors` under the name of Yaran e Fatemeh Charity Foundation

    Article 27) Aids and donations received in the form of cash` or otherwise` from registered charity organizations` which shall be used by Yaran e Fatemeh Charity Foundation` shall be exempt from taxation.

    Article 28) Conditions for tax exemption of charity foundations:

    -         No dealings` with the charity foundation` by the founders and their first and second degree affiliates` in addition to the board of directors and the managers

    -         The authority overseeing the income and expenses` of the charity foundations` shall be Iranian National Tax Administration` and its affiliated offices.

    -         Charity foundations are obligated to submit` to the appropriate authorities` the minutes of the yearly income and expense` supported by acceptable documents` within 4 months following the end of the foundation’s fiscal year. The corresponding authorities` in turn` must` within 4 months of receipt of documents` declare the outcome of the examination and assessments related to income and expense` and adherence to the regulations and executive codes of Article 139 of Direct Taxation Code and` in case approved` submit the required certificate to the appropriate tax affairs office.

    -         Performing all other regulations mentioned in the corresponding executive code` and the designated tasks` including timely submittal of the declaration and balance sheet` calculation of profit and loss` and payment of third party taxes` according to the Direct Taxation Law

    -         Non-compliance` by the charity foundations` with the terms and conditions of Direct Taxation Law` in each fiscal year` shall result in non-exemption from taxes for that year.

    Note: Compliance with the contents of Articles 27 and 28` with respect to charity foundations` is mandatory.

    Article 29) All documents` files` and notes` shall be kept at the foundation’s central office. Official written communications shall be accompanied by the company seal` along with the signatures of the managing director and the chairman of the board of directors.

    Note – Resolutions and minutes of the board of trustees and the board of directors shall be recorded in the appropriate books` and signed by the appropriate members.

    Article 30) The location of the foundation and the place of residence of the members of the board of directors` the parties with the authority to sign` and its subsequent changes` must be communicated to the registrar’s office following receipt of written permission from the Article 26 Commission of welfare. Organization

    Article 31) The foundation shall have a special seal or emblem whose content shall be approved by the board of directors.

    Note – The board of director is legally responsible toward protection and safeguard of the foundation’s seal and emblem.

    Article 32) In all other matters` not foreseen in this articles of association` cases shall be dealt with according to the trade laws of the Islamic Republic of Iran` and other related laws of the nation.

    Article 33) Dissolution: In case of dissolution of foundations the subject of the guidelines of article 13` the extraordinary general assembly shall elect a settlement committee` following coordination with the code 26 commission. This committee shall be responsible

    Article 34) Cultural activities by Yaran e Fatemeh Charity Foundation shall be permissible` when in compliance with the corresponding regulations by the board of directors` following obtaining the required permits.

    Article 35) This articles of association containing 3 chapters` 35 articles` 12 notes` was approved` for an indefinite period` at the board of directors’ session dated 21/06/2004.

     

    In the name of Allah the compassionate` the merciful

    Yavaran e Fatemeh Kish Charity Foundation` for the purpose of activity in affairs related to charity and orphans` was registered in Kish Free Island in 2004 under No. 71` and began its activity freely within and outside the country. It aims to expand its activities through attracting new benefactors. Thus` considering the need for housing by the deprived` in the global community` and the victims of unforeseen disasters` such as floods` earthquakes` etc. (the recent earthquake` in the province of Kermanshah` with a magnitude of 7.4 on the Richter scale which left behind the 100% destruction of 19`000 residential units` and another 50`000 units needing reconstruction). Yavaran e Fatemeh Charity Foundation is determined to take executive steps toward providing housing in the earthquake-stricken region of Kermanshah. The said foundation seeks the help of benefactors within and outside the nation.