Mostaz’afān Foundation Articles of Association June 28, 1979 1 Articles of Association of Mostaz’afān Foundation 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 His Highness, 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. Article 1: Name of the Institution The name of the institution shall be “Mostaz’afān Foundation” which will be called “the Foundation” in the articles of association herein. Article 2: Subject and Purpose of the Institution 1. Centralization of all cash, shares, securities, and movable and real assets of Pahlavī dynasty and all natural persons and legal entities who have obtained unlawful wealth through their association with this household; the Court of the Revolution shall issue or has issued the decree for reclamation of the assets mentioned, or it shall issue the decree for their temporary administration by the Foundation; and the decree for their acquisition by the disadvantaged (Mostaz’afān), and their management and operation, whether inside or outside the country. 2. Accepting the cash and movable and real estates bestowed to the Foundation by the natural and/or legal entities, as well as their administration and operation. 3. Expending all the revenues of the foundation in order to improve the living condition, and especially the housing situation, of the disadvantage always observing the priorities that shall be determined in specific bylaws. Note: Accepting any assets or economic unit or shares of companies by the Foundation shall depend on the fact that auditing through confirmative ways proves that accepting that asset of economic unit or share will benefit the disadvantaged, and will be in line with the goals of the foundation, or else it shall be prohibited for the Foundation to accept, and the government shall assign an accredited authority to inspect and administer it. The Foundation shall be allowed to use the courts, the Committees, Revolutionary Guards, Police, Gendarmeries, and all the other officials of the judiciary or the Courts of Revolution to discover, confiscate, relocate, retain, inventory, assess, 1 After the articles of association of the Foundation were approved on July 12, 1980, as attached on page 465, these articles of association became null. In the articles of association of July 12, 1980 the date of these articles of association is mentioned as dating June 29, 1979. 1 improve, operate, or, in general, take any other action necessary to manage those assets. The Foundation shall be authorized to sell its shares in companies or other foundations, or to appoint a manager or managers to administer their affairs; to participate in the public meetings, and boards of managers or executive board meetings through its representatives, and vote; to trade any assets, movable or immovable via any type of contract; to open any accounts in banks; to establish any manufacturing institution or any business companies; and to announce its representatives and agents authorized to sign. Article 3: Entity and Nationality of the Foundation The Foundation is a non-profit institution with Iranian nationality. Article 4: Financial Independence: The Foundation possesses a legal entity, and is financially independent. Article 5: Headquarters – Establishment of Branch Offices: The central headquarters of the Foundation is in Tehran, the address of which shall be determined by the president. Whenever there is a change in address, the president shall announce it to the Bureau of Registration of Companies, and it shall be duly advertised. The Foundation shall be allowed to establish a branch or office anywhere inside or outside the country. Article 6: Establishing Members The establishment of the Foundation is by the decree of His Highness the Grand Ayatollah Imam Khomeinī, and ratified by the Assembly of the Revolution, and the Leader (Imam Khomeinī) shall appoint its core founding members. The Assembly of the Revolution shall appoint its successor, and wherever within these articles of association a right or obligation is determined for the Assembly of the Revolution, the successor shall obtain it after the Assembly of the Revolution finishes its term. Article 7: Capital of the Foundation The initial capital of the Foundation includes the assets of Pahlavi household, and all the persons the decree for reclamation of whose assets has been issued by the Court of the Revolution, and acceptance of the same by the Foundation for the benefit of the disadvantaged, the value of which shall be determined after inventorying and assessment. Article 8: Date of Establishment and Expiration The date of the establishment of the Foundation is March 3, 1979, for an unlimited span of time. Article 9: The Constituents of the Foundation: The constituents include 1. General Founding Assembly 2. General Founding Assembly 3. President 4. Legal council 5. Financial Comptrollers 6. Inspectors 7. Auditor whose scope of duties is specified in these articles of association. Article 10: General Founding Assembly: The General Founding Assembly comprises of seven members selected by the Assembly of the Revolution. The general assembly shall meet once at the time of foundation and then at least once a year in Khordād of every year by the invitation of the president of the general assembly and presence of all members at the headquarters of the Foundation. A general assembly shall be official with at least five members being present, and four out of five members shall be necessary to approve a general assembly. If the president fails to invite for the general assembly within the legal period, the comptroller or financial comptroller, or, if they are absent, the inspectors shall be obliged to make the invitation for the general assembly. In case of demise of any of the members, the Assembly of the Revolution shall select the substitution of the diseased member. Furthermore, the Assembly of the Revolution shall also determine the reference authority for after its dissolution. After the dissolution of the Assembly of the Revolution, the selection of the founding members shall rest with the authority which will replace this assembly. Article 11: Duties of the General Founding Assembly of the Foundation: 1. Electing the president and the secretary of the general assembly – the first meeting shall be presided upon and directed by the most senior founding member. 2. Electing the members of the higher assembly, and selecting the president of the Foundation as proposed by the higher assembly, as well as appointing and deposing them, and determining their salary and benefits. Whenever the assembly would depose one or several members of the higher assembly, the selection of the new members shall rest with the assembly itself. 3. Overseeing the financial condition of the Foundation, the balance sheet, the profit and loss account, the budget, as well as modifying and approving them. 4. Determining the general guidelines of the Foundation, and drawing up the development programs, and improving their activities. 5. Approving and modifying the articles of association, and compiling and modifying the bylaws regarding the authorities of the president of the Foundation and the higher assembly, as well as other bylaws. 6. Addressing the proposal of dissolution, deciding in that regard, and selecting the officer or officers of settlement. Article 12: The Higher Assembly The higher assembly shall comprise five to nine persons who shall be selected for three years by the general founding assembly. The higher assembly shall have a president and a secretary who shall be selected from the members of the assembly. The higher assembly shall meet at least once a week and its decisions shall depend on a majority. The decisions made by the higher assembly shall be recorded and preserved in a special notebook. Article 13: Duties of Higher Assembly The major duties of the higher assembly shall be as follows: 1. Overseeing all the actions of the President of the Foundation and its other constituents in terms of appropriate fulfillment of the duties, making improvement in realizing the goals of the Foundation, providing the requisites for fulfillment of the duties, compiling the bylaws to be offered to the founding assembly, preparing scheduled programs so that the plans have better and faster progress and reach the desirable ends. 2. Dealing with the reports of the president or the supervisor of the Foundation, the legal council, the financial comptrollers, and the inspectors, and overseeing their job. 3. Making connections with the government, the administrations, and public and financial organizations in order to coordinate the activities of the Foundation and to create a coordination committee. 4. Preparing social programs to make trust with the people, and to engage them via helping with the goals and purposes of the Foundation. 5. Referring legal disputes to arbitration and appointing arbiters or arbitration committees according to the specified bylaws. Article 14: President or Supervisor of the Foundation The president of the Foundation shall be selected as proposed by the higher assembly and approved by the general founding assembly for three years, and shall always be deposable by the mentioned assembly. The president of the Foundation shall be the highest executive authority of the Foundation; he shall be in charge of drawing up the general policies and their execution after the approval of the higher assembly. The president of the Foundation shall be allowed to assign qualified managers for supervising any of the financial, administrative, trade, industrial, agricultural, or other affairs after consulting with the higher assembly, and he shall retain the right to appoint or depose them. The president of the Foundation shall determine the scope of authorities, and duties of each manager, as well as their salaries and bonuses in accordance with the bylaws approved by the Higher Assembly. Article 15: Scope of Authorities of the President of the Foundation The president of the Foundation shall be the legal and fully authorized representative of the Foundation, and shall have all of the authorizations necessary to run the Foundation while observing the resolutions of the higher assembly; and he shall be in charge of the resolutions of the Foundation, and shall be accountable for them. A part of the authorities of the president or the supervisor of the Foundation (non-exclusively) shall be as follows: 1. Opening any bank accounts and using them, and determining the persons who are authorized to sign, and introducing them to the banks. 2. Making any contracts, and doing any transactions with companies, institutions, banks, government bureaus, public or private organizations, natural persons or legal entities in relation to the purposes and goals of the Foundation. 3. Receiving loans from banks or credit institutions, and persons, and accepting donations. 4. Giving agency or accepting it. 5. Hiring employees and workers, appointing or deposing them, making employment contracts, determining the salaries and bonuses of the employees, and paying them in accordance with the employment regulations of the Foundation. 6. Safeguarding and managing the assets of the Foundation, and taking any action necessary to do so. 7. Taking legal action, legal defending and responding to any legal, penal or administrative claims filed by any legal entity or natural person; participating in any legal claims in which one side is the Foundation; referring to all legal, administrative, notary, or judiciary courts, municipalities, water or power organizations, with the authority to appoint proxy or legal representative within the scope of authority of legal attorneys, and investing them with the necessary authorities for matters of court, and paying the honorarium. Article 16: Authority to Sign The president of the Foundation and one of the financial comptrollers shall be authorized to sign all the contracts, checks, bills of exchange, drafts, and financial and binding papers. The president shall be also authorized to consign his authority to sign, temporarily to representatives that he appoints himself. The president of the Foundation shall be allowed to introduce two persons with a joint right of signature to banks for using all accounts opened in banks inside or outside the country. Article 17: The Legal Council The legal council of the Foundation shall be composed of three to five legal experts of the country, who shall be selected by the president of the Foundation, from among the professors of law, lawyers, judges, and notaries. The members of the legal council or representatives selected and supervised by this council, shall be in charge of dealing with, advising on, and settling all the notary, legal, penal, or civil disputes in which the Foundation is the plaintiff or the defendant, or is involved in as the third party; also in charge of the drawing up of the contracts, determining the method of executing the decrees for confiscation, custody, and management of the assets issued by the Courts of the Revolution, and taking part in the public meetings and executive board meetings of the companies in which the Foundation participates. The scope of authorities and duties of the head of the mentioned council shall be prepared and communicated by the president of the Foundation and the scope of authorities and duties of the members of the same council shall be determined and communicated by the head of the legal council. The legal opinions of the legal council shall be of an advisory significance, but if in any occasion three of them concur on a subject and ask the president of the Foundation to put it into practice, the final opinion shall be given by the Higher Assembly, should the president disagrees. Article 18: Financial Comptrollers The Foundation shall include two financial comptrollers who shall be selected as proposed by the president and approved by the General Founding Assembly, and the scope of their authority shall be communicated to them solely by the Foundation. The emolument of the financial comptrollers shall be determined by the General Founding Assembly. The financial comptrollers shall be obliged to perform their duties as communicated to them, and to prepare a report every six months on the financial condition of the foundation, and to deliver it to the president of the Foundation and to send a copy to the General Founding Assembly. Article 19: Inspectors The Foundation shall have three to five inspectors who shall be selected by the General Founding Assembly every year. Their scope of their authority and their duties shall be communicated to them by the Foundation. The emoluments of the inspectors shall be determined by the General Founding Assembly. The inspectors shall submit their reports to the president of the Foundation, in each case. Article 20: Audit An audit institution shall be invited by the president of the Foundation to deal with the operational issues, so that it shall organize the mechanism for the accounts of the Foundation and shall keep the accounts by conductorship. At the end of each fiscal year, the calculations of the Foundation shall be reckoned, and after the endorsement of the balance sheet in the General Founding Assembly, the surplus of the gains shall be allocated for the execution of the Foundations plans of the next year. Article 21: Fiscal Year The fiscal year of the Foundation shall begin on March 21 (Farvardīn 1) and shall end on March 20 (Esfand 29) of the same year. Article 22: Books of Accounts and Balance Sheet The Foundation shall have sealed ledgers which shall be organized and kept by the audit unit of the Foundation based on the latest and most appropriate accounting methods. The president of the Foundation shall be obliged to prepare the balance sheet of the performance of each fiscal period and the report of the actions of the Foundation in three months in the next year, at the most, and to submit them to the financial comptrollers and the General Founding Assembly. Article 23: Dissolution Whenever the founding members may decide to dissolute the Foundation, they shall be authorized to put this matter forward in the General Founding Assembly and to approve it. At the time of dissolution, three of the founding members shall be selected as the members of the liquidation committee. The authorities, length of the mission, and their emolument shall be determined by the General Founding Assembly. The liquidation committee shall be obliged to deal with the reckonings, settle the debts and obligations, collect the receivables, submit the remainder to the government to be used for public benefit activities, and announce the end of the liquidation. Article 24: Unanticipated Cases For all the cases not mentioned clearly in these articles of association, actions shall be taken and the rules and regulations and laws of sharī’a, and if necessary the opinion of the Assembly of the Revolution shall be enforced. Article 25: Approval of the Articles of Association In 25 articles, these articles of association were approved by the general founding assembly, in the meeting dated Sha’ban 3, 1299 AH, June 28, 1979.