Statutes

Preamble

With reliance upon the grace of the Almighty and following the tradition of the great prophets and the Infallible Imams (peace be upon them), and in order to promote the virtuous culture of philanthropy and to inspire benevolent individuals, and pursuant to Note 4 of Article 12 of the Articles of Association of the University of Tehran Support Foundation, the Faculty of Science Support Foundation of the University of Tehran is hereby established to support the objectives, duties and missions of the Institute in accordance with these Articles of Association.

Chapter One — Definitions and General Provisions

Article 1 — Terminology
In these Articles of Association, the “Faculty of Science Support Foundation” shall be abbreviated as the “Foundation of the Faculty” and the “University of Tehran Support Foundation” shall be referred to as the “University Foundation.”

Article 2 — Legal Compliance
The Foundation of the Faculty shall conduct its activities within the legal framework and applicable regulations of the University of Tehran, the University Foundation, and the laws of the Islamic Republic of Iran.

Article 3 — Duration
The duration of the Foundation’s activities shall be unlimited from the date of its establishment.

Article 4 — Scope and Headquarters
The scope of the Foundation’s activities shall be national and international, and its principal office shall be located at the Institute’s premises.

Note 1 — Supervision
The Foundation of the Faculty operates under the supervision of the University Foundation in order to support the Institute.

Note 2 — Cooperation and Interaction
In pursuit of its objectives and activities, the Foundation of the Faculty is permitted to interact and cooperate with similar foundations and charitable assemblies, as well as other relevant organizations and agencies inside and outside the country, subject to the best interests and the prevailing laws of the country.

Article 5 — Founding Board
The Founding Board of the Foundation of the Faculty shall comprise at least nine persons from among academic staff, veterans, philanthropists, and friends of the Faculty of Science, who are determined under the supervision of the University Foundation. This Board shall conclude its formal duties upon the approval of these Articles of Association, the convening of the first General Assembly and the recording of its minutes; thereafter, its members—if they so wish—shall be regarded as supporters of the Foundation of the Faculty and as members of the General Assembly.

Note 1 — Composition Requirement
The composition of the Founding Board and the General Assembly should be arranged so that a majority (half plus one) are philanthropists and supporters of the Faculty of Science.

Chapter Two — Objectives

Article 6 — Purpose of Establishment
The purpose of establishing the Foundation of the Faculty is to solicit and secure material and spiritual (non-material) assistance from natural persons, institutions, and private and public organizations—hereinafter referred to as “Supporters” in these Articles. The conditions and procedures for receiving contributions and the activities of Supporters shall be governed by the Foundation’s bylaws, which shall be prepared by the Board of Directors and approved by the Foundation’s General Assembly. The management and stewardship of these contributions, aimed at strengthening and expanding the Institute’s scientific, educational and cultural infrastructures, shall pursue the following objectives:

6-1. Promotion and dissemination of the Islamic culture of endowment (waqf) and other enduring charitable acts in society, and the utilization of this culture for the qualitative and quantitative development and elevation of the Faculty of Science.

6-2. Providing consultancy and establishing the necessary groundwork to facilitate optimal investment by philanthropists in the Faculty of Science.

6-3. Identifying, recognizing, and comprehensively supporting benefactors and supporters of the Faculty of Science.

6-4. Supervising the proper fulfilment of the philanthropic and religious intentions of donors and endowers during their lifetimes and thereafter.

6-5. Decision-making and planning for attracting public and governmental contributions to construct, complete, and equip spaces required by the Faculty of Science.

6-6. Pursuing the attraction of funds and supports from the Ministry of Science, other executive bodies, and philanthropists.

6-7. Supporting needy students by strengthening the University’s charitable endowment fund or through other lawful means.

Article 7 — Definition of Supporters
“Supporters” refers to persons who voluntarily support the Foundation of the Faculty of Science through their material and spiritual contributions.

Article 8 — Nature of Supporter Status
Supporter status within the Foundation of the Faculty of Science is voluntary and honorary and is intended to further the objectives of these Articles of Association.

Chapter Three: Organizational Structure of the Faculty of Science Support Foundation

Article 9 – Components of the Foundation
The organizational structure of the Faculty of Science Support Foundation consists of the following bodies:
a) The General Council
b) The Board of Directors
c) The Auditors

Section A: The General Council

Article 10 – Duties and Composition
The General Council is responsible for formulating and approving the overall policies and strategic visions of the Faculty of Science Support Foundation, as well as supervising the performance of its Board of Directors.

The General Council consists of:

  • Members of the Board of Directors and the Managing Director of the Foundation,
  • The Dean of the Faculty (or his/her appointed and fully authorized representative),
  • The Chairperson of the Board and the Managing Director of the University Support Foundation (or their appointed and fully authorized representatives, if they wish to participate),
  • All members of the Founding Board of the Faculty of Science Support Foundation, if they wish to participate.

Note 1: Individuals or legal entities who have provided significant and lasting contributions or services to the Foundation may, upon the proposal of at least three members of the General Council or the Chairperson of the Board of Directors of the Foundation, or two members of the Board of Directors, and upon approval by a majority of the General Council, be added as members of the General Council.

Note 2: The first General Council meeting shall be convened at the invitation of the elected Chairperson of the Founding Board.

Article 11 – Meetings of the General Council
The General Council shall hold at least one regular meeting annually, within three months after the end of each fiscal year (the fiscal year of the Foundation coincides with the solar calendar year).
Meetings shall be convened at the invitation of the Chairperson of the Board of Directors, or, in his/her absence, the Vice-Chairperson, or, in their absence, any member of the Board of Directors. Notice of meetings may be delivered by registered mail, email, or official announcement through the Foundation’s communication channels.

Article 12 – Quorum and Decision-Making Procedures
A regular meeting of the General Council shall be valid when attended by more than half of its members, and resolutions shall be adopted by a simple majority vote.

Once the quorum is confirmed and the session declared official, the meeting shall be opened by the Chairperson, or, in his/her absence, by the Vice-Chairperson, or by the eldest member of the Board of Directors present.
Immediately thereafter, a presidium (Executive Board of the Session) consisting of at least one Chairperson, one Vice-Chairperson, and one Secretary shall be elected from among the members present by majority vote to manage the session.

If elections for members of the Board of Directors and/or Auditors are on the agenda, two additional members shall be elected from among those present by majority vote to serve as election supervisors.

Note 1: The session’s presidium and election supervisors must, upon completion of the voting process and after counting and reading the votes, officially record the names of the principal and alternate members of the Board of Directors and the principal and alternate auditors in a written minutes of meeting.

Note 2: If deliberations and voting on the items on the agenda are not completed within one session, the presidium may, with the approval of the majority of members present, declare an intermission and determine the date of the next session (no later than three weeks thereafter). The continuation of the meeting shall not require new invitations, and the quorum requirement shall remain as in the previous session.

Note 3: If the first regular meeting of the General Council is not held due to lack of quorum, the Chairperson of the Board of Directors shall call for a second meeting within one month. The second meeting shall be valid regardless of the number of attendees, and resolutions shall be adopted by a simple majority vote.

Note 4: The term “simple majority” refers to half of the votes plus one. If, after two rounds of voting, the number of votes in favor and against are equal, the vote of the side supported by the Chairperson of the session shall prevail.

Article 13 – Extraordinary Meetings
An extraordinary meeting of the General Council shall be convened upon the request of:

  • Three members of the Board of Directors, or
  • The Chairperson of the Board of Directors, or
  • One-third of the General Council members, or
  • The auditors along with two members of the Board of Directors,
    provided that the request includes the reason for the meeting.

Such a meeting shall be valid with the attendance of two-thirds of the members, and its resolutions shall be effective with the approval of three-fourths of those present.

Note: If the first extraordinary meeting is not held due to lack of quorum, a second meeting shall be held one month later under the same conditions as Article 12.

Article 14 – Duties of the Regular General Council
The duties of the Regular General Council include the following:

  1. Election and dismissal (individually or collectively) of members of the Board of Directors and auditors of the Foundation.
  2. Review and decision-making on the reports of the Board of Directors and auditors regarding activities carried out, and on proposals related to the current and future programs of the Foundation.
  3. Review and approval (or rejection) of the Treasurer’s financial report (including the balance sheet, financial statements, and next year’s budget).
  4. Determination of communication methods for notifying members.
  5. Review of objections raised by General Council members concerning the performance of the Board of Directors.
  6. Determination of the Managing Director’s remuneration.

Article 15 – Duties of the Extraordinary General Council

The duties of the Extraordinary General Council are as follows:

  1. To propose and approve amendments to the Articles of Association.
  2. To decide on the dissolution of the Foundation and to appoint members of the Liquidation Committee.

Section B: The Board of Directors

Article 16 – Composition and Term
The Board of Directors shall consist of five principal members and two alternate members, including the Dean of the Faculty and four individuals elected by the General Council.

These members are elected by secret ballot and serve for a two-year term, under the supervision of the Chairperson of the Board and the Managing Director of the University Support Foundation, or their designated representatives.

Note 1: The composition of the Board members elected by the General Council must ensure that the majority (half plus one) are philanthropists and supporters of the Faculty.
Note 2: Re-election of Board members is permitted without limitation.

Article 17 – Election of Officers
At its first meeting, the Board of Directors shall elect from among its members a Chairperson, a Vice-Chairperson, a Managing Director, and a Treasurer.

Note: The Managing Director may be selected either from among the principal members of the Board of Directors (excluding the Dean of the Faculty) or recruited externally.
Upon expiration of the Board’s term, the employment relationship of the Managing Director with the Foundation shall automatically terminate.

Article 18 – Meetings and Quorum
Meetings of the Board of Directors shall be valid with the presence of at least three members, one of whom must be either the Chairperson or Vice-Chairperson.
Resolutions shall be valid when adopted by at least three affirmative votes.

Extraordinary meetings may be convened as needed upon the invitation of the Chairperson, the Vice-Chairperson, or any two members of the Board.

Note: The schedule, location, and procedure for convening Board meetings shall be determined during the first meeting of the Board of Directors.

Article 19 – Minutes of Meetings
Minutes of each meeting of the Board of Directors shall be signed by all members present and kept at the Foundation’s office under the responsibility of the Managing Director.

Article 20 – Attendance and Vacancies
Absence from three consecutive or five non-consecutive meetings without a valid excuse shall be considered as a voluntary resignation from the Board.
In such cases, the alternate members shall replace the resigned member(s) according to the order of their election votes.
The determination of whether an excuse is valid rests with the Board of Directors.

Article 21 – Duties and Powers of the Board of Directors
The duties and powers of the Board of Directors include the following:

21-1. To pursue and implement the resolutions of the General Council of the Foundation.
21-2. To plan and execute the Foundation’s activities in accordance with the strategic policies and guidelines determined by the General Council.
21-3. To prepare, draft, and approve internal bylaws and executive procedures necessary for various sections of the Foundation, as required by the Articles of Association or operational needs.
21-4. To review official and written proposals submitted by the University Support Foundation.
21-5. To review written proposals and plans submitted by members of the Foundation’s Board of Directors.
21-6. To prepare financial reports for submission to the General Council for review and approval, and for forwarding to the University Support Foundation.
21-7. To determine, when necessary, the salaries, benefits, and bonuses of the Foundation’s staff and collaborators.

Note: Serving as a member of the Board of Directors is voluntary and unpaid.
However, if a Board member is appointed to perform additional duties or to hold a specific operational position beyond the usual responsibilities of Board membership, remuneration may be granted accordingly.

21-8. To appoint a representative from among the Board members to participate in the Annual General Assembly of the University Support Foundation, as a voting member of its General Council.

Article 22 – Authorized Signatories and Financial Responsibility
The Managing Director and the Treasurer are the joint authorized signatories of all financial and administrative documents, and are responsible for the custody of all assets, properties, securities, and accounting records of the Foundation.

Note 1: Administrative correspondence and regular documents shall bear the signature of either the Managing Director or the Chairperson of the Board, along with the Foundation’s official seal.
All financial and legal documents (such as checks, promissory notes, and bills of exchange) approved by the Board shall be valid only with the joint signatures of the authorized signatories and the official seal of the Foundation.
Any contract that imposes legal or financial obligations must first be approved by the University Support Foundation.

Note 2: The Foundation shall obtain an independent identification code (financial and legal registry) after approval of its Articles of Association by the University Support Foundation and shall operate its bank accounts under the University Foundation’s framework and regulations.

Article 23 – Resignation, Dismissal, and Replacement of Board Members
In cases of resignation, death, disqualification, dismissal, or unjustified absence from three consecutive or five non-consecutive meetings, the alternate members shall replace the vacated positions according to their order of votes.

Note 1: As long as the majority of the Board members remain in office, a supplementary election shall be held for the remainder of the term.
Note 2: If the majority of the Board members resign, pass away, or are disqualified, a new election shall be held by the Regular General Council within two months, upon the call of the auditors or one-third of the Foundation’s members.
Note 3: Any Board member or auditor who resigns or is dismissed and whose resignation or dismissal results in new elections shall not be eligible to run in the first subsequent election.

Article 24 – The Board of Directors is obligated to take the necessary measures at least three months before the end of its legal term to convene the General Council for the purpose of re-electing the Board of Directors of the Faculty of Science Support Foundation.

Note – After the expiration of its term, the Board of Directors shall remain responsible for performing administrative duties and safeguarding all assets, properties, documents, and records of the Faculty of Science Support Foundation until a new Board of Directors is appointed.

Article 25 – Other Duties and Authorities of the Board of Directors

1-23. Preparing the legal documents and required records of the Faculty of Science Support Foundation (financial ledgers, minutes of the board meetings).
2-23. Strict implementation of the provisions of the Articles of Association and the resolutions of the General Council.
3-23. Convening the General Council at the designated time.
4-23. Reviewing the treasurer’s budget and financial report and presenting it to the General Council.
5-23. Regularly and timely holding Board of Directors meetings to address the Foundation’s ongoing affairs.
6-23. Selecting and introducing representatives to competent legal authorities for specific and designated matters.
7-23. Reviewing the financial status of the Foundation and deciding on necessary and ongoing expenses.
8-23. Representing the Faculty of Science Support Foundation before legal, judicial, and governmental authorities within the limits of this statute.
9-23. Making decisions regarding the review and approval of internal regulations.
10-23. Preparing the Board of Directors’ annual performance report and presenting it annually to the General Council and semiannually to the University of Tehran Support Foundation.
11-23. Establishing various committees (as needed).
12-23. Hiring and dismissing executive and administrative staff and consultants of the Foundation.
13-23. Performing any other duties legally assigned to the Board of Directors.
14-23. Sending one copy of the resolutions and minutes of the Board of Directors’ meetings to the University of Tehran Support Foundation.

Article 26 – Duties of the Chairperson of the Board of Directors

1-24. Supervising the proper functioning of the Foundation and convening Board of Directors meetings regularly.
2-24. Presiding over Board meetings and preparing meeting minutes in cooperation with the session secretary.
3-24. Communicating the resolutions and decisions of the General Council and the Board of Directors to the CEO and other responsible officials for execution and follow-up.
4-24. Signing all contracts and employment decrees of experts, consultants, the CEO, and other officials who are appointed with the Board’s approval.
5-24. Signing membership cards of members.
6-24. Performing other duties assigned to the Chairperson by this statute.

Note 1 – Part of the Chairperson’s administrative duties may be delegated to the CEO of the Foundation.
Note 2 – In the absence of the Chairperson, the Vice-Chairperson shall assume responsibilities under items 1 to 3.

Article 27 –

The executive structure of the Faculty of Science Support Foundation operates under the direct supervision of the CEO and under the oversight of the Board of Directors. It is responsible for managing the Foundation’s administrative structure and implementing the Board’s resolutions at the Foundation’s headquarters.
The Foundation may employ staff as proposed by the Chairperson of the Board or the CEO and approved by the Board of Directors.
In all cases, the administrative staff of the Foundation shall function under the direct supervision of the CEO in terms of organizational and managerial structure.

Article 28 – Duties and Authorities of the CEO

The CEO of the Faculty of Science Support Foundation is responsible for its administrative and executive affairs and shall have the following duties and powers:

1-28. Safekeeping all documents, records, minutes, member files, and official ledgers of the Foundation.
2-28. Handling all administrative and routine correspondence of the Foundation.
3-28. Signing financial documents and binding papers jointly with the Treasurer.
4-28. Preparing, issuing, and delivering invitations jointly with the Treasurer.
5-28. Preparing financial and meeting ledgers, and other necessary records.
6-28. Arranging the venue for meetings of the General Council, Board of Directors, and auditors.
7-28. Communicating the resolutions and decisions of the Foundation’s bodies and letters received from legal and administrative authorities to the relevant officials.
8-28. Performing any other tasks that are in any way related to the duties of the CEO.

Note – The Foundation’s staff are accountable to the CEO, and the CEO is accountable to the Board of Directors.

Article 29 – Duties and Authorities of the Treasurer

The Treasurer is responsible for the financial affairs of the Faculty of Science Support Foundation and shall have the following duties and authorities:

1-29. Signing all checks, financial documents, and binding papers jointly with the CEO and stamping them with the Foundation’s official seal.
2-29. Managing the financial affairs of the Foundation, preparing and maintaining financial books, documents, and records, and overseeing all financial accounts.
3-29. Verifying the accuracy of documents related to all receipts and payments, approving, and signing the relevant financial statements.
4-29. Supervising the purchase, sale, lease, and all financial operations, and ensuring the safekeeping of movable and immovable assets, funds, financial documents, and the validity of the Foundation’s transactions.
5-29. Supervising the registration of all the Foundation’s receipts and expenditures in official ledgers.
6-29. Preparing and submitting the Foundation’s annual budget and expense forecast to the Board of Directors for presentation to the General Council.

Note 1 – The Treasurer must, prior to the annual General Council meeting, prepare the Foundation’s financial report — including the balance sheet and financial statements — for presentation to the Council. After signing it jointly with the Chairperson of the Board, a copy must be submitted to the auditors and the University of Tehran Support Foundation.

Note 2 – The Treasurer must, upon request of the auditors, provide all financial ledgers and documents for review at the Foundation’s premises, in exchange for a receipt and for a specified period.

C. Auditors

Article 30 – During the sessions of the General Council, two qualified volunteers shall be elected as the principal auditors and one as an alternate auditor for a term of one year.

Note – Re-election of auditors is permitted.

Article 31 – Duties and Authorities of Auditors

1-31. Supervising all actions of the Board of Directors and the CEO within the limits of this statute, as well as overseeing all matters related to convening the ordinary and extraordinary General Council.
2-31. Reviewing and supervising the ledgers, documents, and financial records and expenditures of the Faculty of Science Support Foundation, and ensuring proper financial and administrative management of the Foundation.
3-31. Following up on and addressing members’ complaints and, if necessary, preparing reports to present to the Board of Directors or the General Council, as appropriate.
4-31. Reviewing and providing opinions on financial reports for presentation to the General Council.
5-31. Calling and convening the General Council if necessary, in accordance with the authorities granted in this statute.
6-31. Participating in Board meetings (if required by the Board) without voting rights.

Note – Auditors must review the financial performance of the Foundation before the annual General Council and submit their unified positive or negative opinion to the CEO. They are also required to document a summary of their activities and present it at least once a year to the General Council.

7-31. Auditors may, at any time, individually or jointly, inspect the Foundation’s documents and records on its premises.

Article 32 – Eligibility Requirements for Membership in the Board of Directors and as Auditors

Candidates must, in addition to being members of the Foundation’s General Council, meet the following criteria:

1-32. Hold citizenship of the Islamic Republic of Iran.
2-32. Have practical commitment to the Constitution of the Islamic Republic of Iran.
3-32. Possess a good reputation.
4-32. Have no effective criminal convictions.

Chapter Four: Financial Resources

Article 33 – The financial resources of the Faculty of Science Support Foundation include the following:

1-33. An amount of 100 million Rials, provided as a non-refundable contribution by the Founding Board at the start, deposited in the University Charity Investment Fund, with the purpose of allocating the proceeds to prioritized needs of the Faculty of Science.
2-33. Gifts, public donations, and received loans.
3-33. Contributions received from the University Support Foundation.
4-33. Contributions received from governmental and non-governmental institutions and organizations.
5-33. Sale of services and goods within the scope of the Foundation’s duties and objectives.

Note – The Board of Directors is obliged to prepare, at the earliest opportunity, the regulations regarding receiving financial contributions, financial cooperation, reciprocal services in exchange for support, and any barter or financial activities in line with the Foundation’s objectives. These must be approved by the General Council, and one copy sent to the University of Tehran Support Foundation for confirmation.

Article 34 – The financial year of the Faculty of Science Support Foundation corresponds to the Iranian calendar year.

Article 35 – Any changes to the provisions of this statute or the Foundation’s structure are valid only if approved by both the General Council and the Board of Directors of the University Support Foundation.

Liquidation and Dissolution

Article 36 – The Faculty of Science Support Foundation may be dissolved based on a proposal by one-third of the General Council members or two-thirds of the Board of Directors and approved by an extraordinary General Council.

Article 37 – In the event of dissolution, the extraordinary General Council shall convene and appoint a liquidation committee. This committee is obligated, after settling debts and collecting claims, to transfer movable and immovable assets to the Faculty of Science in the presence and with the consent of the University Support Foundation representative.

Article 38 – The Foundation shall be dissolved under the following circumstances:

1- Approval by the extraordinary General Council.
2- Issuance of a final ruling by the country’s judicial authorities.
3- One year passing from the end of the Board of Directors’ term without initiating re-election.

Article 39 – This statute, comprising 4 chapters, 39 articles, and 27 notes, was approved by the Founding Board of the Faculty of Science Support Foundation on 09/02/1396 and ratified by the Board of Directors of the University Support Foundation on 26/02/1396.