Article 5 – Name, Geographical Scope, Registered Office, and Members

1) Name:

Employers’ Guild Association of Iranian Management Consulting Companies and Institutions, hereinafter referred to as the “Guild Association.” Note: Changing the name or title of the Guild Association is permitted in accordance with applicable regulations.

2) Geographical Scope and Registered Office:

The geographical scope of the Guild Association for membership and activities shall be national/provincial/county/district, in accordance with the divisions approved by the Ministry of Interior. Registered Office: Tehran Province – Jalal Al-Ahmad Highway – 4th Street – Shahid Mahdinejad Alley – No. 70 – Unit 3 – Postal Code: 1446663415.

Note 1: Any change in geographical scope, registered office, or address may only be made through a resolution of the General Assembly. The General Assembly may delegate authority for address changes to the Board of Directors.

Note 2: If, in any specialized or geographical field, another relevant Guild Association is established (in accordance with Notes under Article 15 of the Executive Regulations), this Guild Association must convene an Extraordinary General Assembly within six months to amend its title and geographical scope. Otherwise, the Ministry may directly register the changes.

Members:

Natural or legal persons who meet the conditions set out in these Articles of Association and have obtained or may obtain membership.

Article 6 – Duties and Powers of the Guild Association

1. Safeguarding the legitimate and lawful rights of members by creating favorable conditions for achieving the objectives of the Guild Association.
2. Collecting information, studying, and researching challenges, needs, and priorities.
3. Planning to meet needs and to develop and expand activities.
4. Enhancing resource efficiency and production capacity, and facilitating technology transfer and innovation.
5. Improving service quality and identifying, reviewing, and establishing modern quality-control methods.
6. Coordinating training and skill enhancement for members and cooperating with the Ministry and relevant bodies in areas such as technical protection and occupational health.
7. Conducting necessary studies and providing legal and advisory opinions on labor and social security regulations and employers’ legal rights.
8. Receiving entrance fees, membership dues, and voluntary financial contributions.
9. Establishing and strengthening cooperative companies, credit unions, and savings funds to support members.
10. Supporting and defending the professional and sectoral interests of members by submitting proposals and obtaining support from governmental and national bodies.
11. Purchasing, selling, and owning movable and immovable property on behalf of the Guild Association (not for trade or profit).
12. Joining relevant federations of guild associations.
13. Cooperating with other guild organizations and performing duties assigned under current or future laws.
14. Cooperating with executive bodies and authorities to ensure proper enforcement of regulations, and following up on members’ matters directly or through the Ministry.
15. Accepting responsibilities assigned by ministries and official bodies and providing necessary advice.
16. Establishing relations with organizations inside or outside the country within legal frameworks.
17. Participating in professional negotiations and planning and pursuing collective agreements between members and their workers.

Note: Activities requiring special licenses may be carried out only after obtaining the necessary permits.

Article 7 – Membership Requirements

All natural and legal persons may obtain membership in the Guild Association if they meet the following requirements:

1. Nationality of the Islamic Republic of Iran
2. Acceptance of and compliance with these Articles of Association
3. Establishment within the geographical scope of the Guild Association
4. Submission of valid documentation proving employer status under the Labor Law
5. Valid activity license in the relevant profession or industry
6. Active engagement in the relevant profession or industry
7. Payment of entrance fees and membership dues as required

Note 1: All eligible applicants may freely join. No one may be compelled to become a member or prevented from obtaining membership. If all conditions are met, the Board must approve the application.

The Board must notify the applicant in writing of membership approval within 7 days of application registration.

Note 3: If conditions are not met or documents are incomplete, the Board must notify the applicant in writing within 7 days. The applicant must submit missing documents or objections within 10 days.

Note 4: Applicants whose membership is rejected or members whose membership is suspended may file an objection. The matter must be raised at the next General Assembly (ordinary or extraordinary) within three months. Decisions of the Assembly are final.

Note 5: Members must submit any change of address, postal code, or telephone number in writing. Legal entities must submit their latest official gazette notice as well.

Article 8 – Grounds for Suspension or Revocation of Membership

1. If any member fails to pay the annual membership dues within one month after the designated deadline (as specified in these Articles or as notified by the Board of Directors), the Board shall issue a written warning signed by one of the authorized signatories.
2. If the member still fails to settle the outstanding dues within one month from receiving the written warning (delivered via fax with receipt or registered mail), the Board must suspend the membership.
3. Lifting the suspension or expulsion (except for Board members) falls within the authority of the General Assembly.
4. Determination of suspension cases involving Board members lies with the Inspector; a suspended Board member is prohibited from participating in any decision-making until the General Assembly makes a final decision.
5. Failure to comply with obligations set forth in these Articles of Association (except for Clause 5 of this Article), with specific instances documented, results in suspension. Suspension requires determination by the Board of Directors and approval by the Inspector.
6. Determining and declaring non-compliance by Board members, along with documentation and evidence, lies with the Inspector(s).
7. If the Inspector(s) fail to act, one-fourth of the members may submit documented evidence to the Ministry.
8. If the Ministry confirms violations by the Board, it shall take appropriate action in accordance with regulations.
9. Failure of the Inspector to comply with these Articles, upon declaration by any Board member or a representative of one-fourth of the members, and subsequent confirmation by the Ministry, results in revocation of the Inspector’s membership.
10. Issuance of a final judicial ruling imposing deprivation of social rights results in revocation of membership.
11. Closure of the workplace or cessation of relevant activity for more than three months results in revocation of membership.
12. If a Board member or the Inspector becomes subject to membership revocation, they automatically lose their position and may not intervene in any affairs of the Guild Association from the date of revocation.
13. Subject to these provisions, suspension of membership (except for Board members and the Inspector) lies within the authority of the Board of Directors.
14. The Guild Association must notify the suspended member in writing via registered mail or fax with receipt.
15. Failure to obtain or provide proof of delivery invalidates the suspension.
16. Suspension of the Inspector, under these Articles, is equivalent to revocation of membership and becomes effective following the Ministry’s determination based on documented evidence.

Article 9 – Financial Resources of the Guild Association and Their Expenditure

Financial Resources:

A) Entrance Fee:A one-time fee paid by each member into the official bank account of the Guild Association. The amount is determined by the Ordinary General Assembly.

B) Annual Membership Dues:The amount is determined by the Ordinary General Assembly. Each member shall pay the dues annually into the Guild Association’s official bank account and submit the bank receipt to the office in exchange for a signed acknowledgment. This bank account must be registered in the name of the Guild Association. Entrance fees and annual dues are non-refundable.

C) Voluntary financial contributions

D) Other lawful sourcesAny economic activity conducted by the Guild Association for the purpose of providing services to members shall not be commercial in nature. Income derived from such activities (i.e., service provision to members) shall not be distributed among members. All income must be used exclusively for achieving the objectives of the Guild Association and must be deposited into the official bank account of the Guild Association.

Expenditure of Funds:

The Board of Directors may not utilize the financial resources of the Guild Association beyond the limits outlined in these Articles of Association.

Article 10 – Components of the Guild Association

The components of the Guild Association are:

1. General Assembly
2. Board of Directors
3. Inspector or Inspectors

Article 11 – Ordinary and Extraordinary General Assemblies

1. The General Assembly, as the highest component of the Guild Association, shall consist of eligible natural members and the representatives of eligible legal-entity members, in accordance with Notes 1 and 2 of this Article, and shall convene in two forms: Ordinary and Extraordinary.
2. The representative of a legal-entity member shall be its managing director, one of the principal members of its own board of directors, or another person introduced in writing by the authorized signatories at least three working days before the Assembly.
3. To convene General Assemblies, the Board of Directors shall invite members through a notice published in the widely circulated newspaper designated by the General Assembly or through written invitations (or both, if approved by the General Assembly). The date, time, venue, and agenda must be clearly indicated.
4. There must be at least 20 working days—and not more than 45 working days—between the invitation date and the Assembly, as well as between the first and second convocations.
5. If the designated newspaper ceases publication or the approved method of invitation cannot be applied, the organizer may—after coordination with and approval of the Ministry—invite members through written invitations sent by registered mail with receipt, to the last address provided by the members.
6. Except as provided in Note 2 of Article 10 of the Executive Regulations, convening General Assemblies shall be approved and carried out by the Board of Directors. If the Board fails to act within 10 working days upon receiving a written request from the Inspector or one-fourth of the members, the requester may convene the Assembly directly with the Ministry’s coordination. The Board must provide the organizer with all information necessary, including the list of eligible members, suspended members, and other data relevant to the Assembly.
7. The conveners must notify the Ministry in writing of the subject, venue, and date of the Assembly at least 20 working days beforehand.
8. Public holidays, the publication day of the notice, and the date of the Assembly shall not be counted in the calculation of the legal time limits.
9. Voting in General Assemblies is open unless the Assembly decides that voting for the election of the Board of Directors, Inspectors, or other items shall be conducted in writing and secretly. Decisions on agenda items require the absolute majority of votes of those present. The number of attendees is verified through the signed attendance list.
10. If open voting is challenged by attendees and approved by the Presiding Board, the vote shall be repeated in written form. If the challenge concerns the election of the Presiding Board, the vote shall be repeated in writing with the approval of the Ministry’s supervisor.
11. Each natural or legal member may appoint another member as proxy in writing. Each member may hold the proxy of only one other member. Legal entities must submit letters on official letterhead with authorized signatures; natural persons must submit notarized powers of attorney. Such documents must be provided to the organizer at least 72 hours before the Assembly and delivered to the Presiding Board before the agenda begins.
12. The proxy shall have all the rights of the principal unless restricted in writing.
13. Implementation of the Ministry’s regulations on holding General Assemblies is mandatory.
14. The organizer must specify in the invitation whether the Assembly will also be held virtually (non-attendance mode).
15. Once the Assembly is declared valid, non-members—except those involved in organizing—may not attend.
16. If the Assembly does not reach quorum within one hour, the organizer must declare non-quorum, prepare the minutes, obtain the signatures of the supervisors, and send a copy to the Ministry. If members remain waiting after one hour, admission may continue with the approval of the Ministry’s supervisor.
17. If election documents and Assembly resolutions are not submitted to the Ministry within two months, they cannot be registered, and a new Assembly must be held.
18. The General Assembly shall only address items listed in the agenda of the published notice or written invitation.
19. Note: Suspension of members or non-acceptance of membership applications is exempt from this restriction.

Article 12 – Ordinary General Assembly

1. The Ordinary General Assembly shall convene annually with at least 50% plus one of the members. If the first call does not reach quorum, the second call shall be made in the same manner and will be valid with the presence of one-third of the members.
2. The Ordinary General Assembly may also convene extraordinarily if necessary, upon the request of the Board of Directors, the Inspector(s), or one-fourth of the members. This Assembly has the same powers, invitation procedures, and quorum requirements as the Ordinary General Assembly.
3. Decisions of the Ordinary General Assembly require the majority vote of 50% plus one of those present, except for the election of the Presiding Board, Board of Directors, Inspectors, or Arbitration Board, which are decided by relative majority.
4. Financial reports and other documents requiring prior review must be made available to members at the time of issuing the invitation. Members (personally or through a notarized proxy) may only review and take notes.
5. The principal Inspector(s) may obtain copies of Board resolutions or documents upon receipt.
6. After the Assembly reaches quorum and is declared open, the Presiding Board—consisting of at least five persons (a Chair, a Secretary, and three Supervisors)—shall be elected by open voting from among eligible members.

Article 13 – Duties and Powers of the Ordinary General Assembly

1. Reviewing and deciding on the performance reports of the Board of Directors and Inspector(s) and approving or rejecting them, as well as reviewing proposals for future programs.
2. Reviewing the financial report presented by the Treasurer and deciding on its approval or rejection, and approving or rejecting the proposed budget of the next fiscal year.
3. Note: If the financial report is not approved, the procedure stated in Note to Clause 11 of Article 29 shall apply.
4. Approving general policies and determining future plans of the Guild Association.
5. Determining the method of communication with members (minutes, financial reports, circulars, etc.).
6. Reviewing and approving or rejecting membership applications based on documented justification.
7. Making the final decision regarding members suspended or revoked in accordance with these Articles.
8. Approving delegation of authority to the Board of Directors for concluding collective agreements.
9. Electing and dismissing the Board of Directors and Inspector(s), individually or collectively.
10. Determining or revising the entrance fee and annual membership dues.
11. Selecting the widely circulated newspaper for publishing official notices.

Article 14 – Extraordinary General Assembly

1. The Extraordinary General Assembly shall convene with at least 50% plus one of members. If quorum is not reached in the first call, the second call will be valid with at least one-third of the members. Decisions in either call require a two-thirds majority of votes of those present.
2. Extraordinary General Assemblies may be held at any time as required and in accordance with these Articles.

Article 15 – Obligations of the Founders/Organizers of Extraordinary General Assemblies

Founders or organizers of Extraordinary General Assemblies, where amendments to the Articles of Association are included in the agenda, must submit two typed and complete copies of the Articles to the Ministry for approval. Organizers include: the Board of Directors, the Inspector, the representative of one-third of members (Note 2 of Article 10 of the Executive Regulations), or the representative of one-fourth of members (Note 1 of Article 10 of the Executive Regulations).

Article 16 – Duties and Powers of the Extraordinary General Assembly

1. The Extraordinary General Assembly shall convene with at least 50% plus one of members. If quorum is not reached in the first call, the second call will be valid with at least one-third of the members. Decisions in either call require a two-thirds majority of votes of those present.
2. Extraordinary General Assemblies may be held at any time as required and in accordance with these Articles.

Note: Proposals to amend the Articles must be communicated in writing to all members and the Ministry at least 20 working days before the Assembly.

Article 17 – Duties and Powers of the Presiding Board

1. Managing the Ordinary or Extraordinary General Assembly in accordance with Articles 12 and 14 and the declared agenda.
2. Ensuring proper implementation of procedures, including member invitations, validation of attendee eligibility, preparation of minutes, review of objections, compliance with Ministry observers’ remarks, and handling Assembly documentation.
3. Note: The Presiding Board is accountable to the members present and may not deny or challenge its responsibilities or outcomes after the Assembly.
4. Members of the Presiding Board may not be members of the Board of Directors or candidates for the Board or Inspectorship, unless approved by three-fourths of those present or if fewer than 20 members are present.
5. The Presiding Board must read and record all decisions and election results (after vote counting) in the minutes, in the presence of the Ministry’s observer(s).
6. If deliberations cannot be completed, the Presiding Board may declare recess with the approval of the majority and schedule the next session within ten working days, recorded in the minutes.
7. The Presiding Board must sign the back of all ballots before distribution and supervise their collection (at least three signatures required).
8. In the event of a tie, ranking shall be determined by drawing lots.
9. Minutes of the Assembly are valid with the approval of the majority of the Presiding Board.
10. The Presiding Board must determine and record the method for maintaining all Assembly documents.
11. Before starting the agenda, the Presiding Board must reconcile the signed attendance list with the list submitted by the organizer to the Ministry and prevent non-members from attending.
12. Before entering the agenda, the Presiding Board must address matters related to membership suspension or rejection of membership applications and put them to vote.
13. The Presiding Board must review and resolve procedural deficiencies of the organizer and record them in the minutes.
14. Members present (except Presiding Board, observers, and organizers) may submit written objections within seven working days. Objections must be submitted to the Guild office, and a copy must be submitted to the Ministry. The Presiding Board must review objections within one week, issue written decisions, and submit them to the Ministry for final determination.

Article 18 – Eligibility Requirements for Candidates for the Board of Directors and Auditors

1. Citizenship of the Islamic Republic of Iran
2. Practical commitment to the Constitution of the Islamic Republic of Iran
3. No affiliation with illegal political parties or groups
4. No final criminal conviction
5. (Obtaining and submitting a valid Criminal Record Clearance Certificate is mandatory for natural persons and must be provided to the organizer of the General Assembly.)
6. No deprivation of civil rights
7. Good reputation
8. No addiction to narcotics
9. (Obtaining and submitting a Certificate of Non-Addiction is mandatory for natural persons and must be provided to the organizer of the General Assembly.)
10. Membership in the Board of Directors or holding the position of Managing Director (for legal-entity members)

Note 1:Candidates for the positions of Board member or Auditor must submit their written candidacy along with the required documents under Clause 4 (Criminal Record Clearance Certificate), Clause 7 (Certificate of Non-Addiction), and the latest Official Gazette announcement of corporate changes for legal-entity members, to the Secretariat of the Professional Association no later than 10 days before the date of the first-call General Assembly. Applications received after this deadline shall not be processed.

Note 2: If a legal entity is elected as a member of the Board of Directors or as an Auditor, its designated representative must obtain and submit the required Criminal Record Clearance Certificate and Certificate of Non-Addiction to the Board of Directors before commencing their duties.

Article 19 – Board of Directors

The Board of Directors shall consist of 5 principal members and 2 alternate members, elected for a three-year term. Re-election for subsequent terms is permitted, provided that all eligibility requirements are maintained and the provisions of Clause 10 of this Article are observed.

Each legal-entity member may nominate a representative to serve as a candidate for membership in the Board of Directors. If a legal entity is elected by the General Assembly, it must, within 7 days after the confirmation of election results (by the Ministry), introduce its representative—who must be either a board member or the managing director of that legal entity—through a formal resolution of its own Board of Directors and submit the minutes of that resolution to the Ministry for participation in the Board sessions of the Professional Association. Changing the representative of a legal entity is permitted upon submitting a new official introduction letter. In such cases, a new minutes document specifying the positions of the Board members together with the name of the new representative shall be prepared and submitted to the Ministry for registration.

Failure by a legal-entity member to introduce its representative within the specified deadline shall be considered withdrawal from Board membership, and the remaining Board members shall, within 48 hours after the deadline, record the matter in an official minutes and appoint an alternate member as a replacement.

The convening of the first Board meeting shall be the responsibility of the eldest member. If this individual fails to convene the meeting and determine the Board positions within two weeks, at least one-third of the Board members or the Auditor(s) may convene the meeting and determine the Board roles.

Ordinary meetings of the Board shall be held once per month, with the presence of a majority of members (at least 3), and decisions shall be valid with a majority vote of the members present.

The schedule, venue, and method of convening the meetings shall be approved and communicated during the first Board meeting. All Board minutes must be recorded in the official minutes register and signed by those present.

Extraordinary meetings of the Board shall be convened at the request of the Chair of the Board, the Auditor, or a majority of Board members (at least 3). The method of notice and communication regarding the time and venue shall follow the same protocol as ordinary meetings. If any Board member requests an extraordinary meeting and submits the written request—including the agenda and reasons—to the Chair, the Chair must convene the meeting within 72 hours. Under this Clause, responsibility for organizing and managing Board meetings lies with the Chair of the Board and, in their absence, with the Vice-Chair.

In case of unexcused absence of more than three consecutive meetings or five non-consecutive meetings (excluding extraordinary meetings) within one year by any Board member, the Board is obligated to remove the member through a formal minutes and replace them with an alternate member according to the priority of votes—unless valid justification such as illness is provided and accepted by the Board.

Board membership is honorary, and any payments to Board members may only be made following approval by the Ordinary General Assembly. Board members and Auditors may not be employed by the Professional Association.

Continuous service on the Board is permitted for a maximum of two consecutive terms, provided eligibility requirements are maintained. Serving more than two consecutive terms requires securing at least two-thirds of the votes of those present in the General Assembly.

If the Board of Directors is found negligent in performing its statutory duties, or if any of its members resign during their term or are dismissed by the General Assembly, they shall be disqualified from candidacy in the subsequent Board election. Determining instances of negligence shall be based on the report of the Auditor or any member of the Association and shall be decided by the Ministry.

Receipt of any form of payment—including admission fees, membership dues, or voluntary financial contributions—must be made only through deposit into the Association’s official bank account.

The Board and Auditors, in case of violating the provisions of this Constitution, shall be subject to Article 19 of the Bylaw on Professional Associations and their Federations.

All administrative correspondence and ordinary documents of the Association shall be valid with the signature of the Chair of the Board or the Secretary, bearing the official seal. All financial documents, securities, and binding contracts approved by the Board shall be valid with the signature of the Chair or Vice-Chair, together with the Treasurer, and affixed with the Association’s seal.

In the event of resignation, loss of eligibility, or removal of any Board member, the alternate members shall replace the departing member(s) in order of priority based on votes.

Changes in principal or alternate Board members, Auditors, or the Secretary, as well as changes in the positions of principal Board members, shall become effective and enforceable only after registration with the Ministry and publication in the Official Gazette.

In the event of resignation, death, loss of eligibility, or removal of Board members, if the Board retains legal quorum, the remaining Board members shall, within one week, issue a public notice convening a General Assembly with the agenda of electing principal and alternate Board members to restore the required number. If no action is taken within two months, the Auditor(s) must, within one week after that deadline, take action to convene the Assembly in coordination with the Ministry.

If a majority or all members of the Board are removed or resign (resulting in the loss of legal quorum), the Auditor must, in coordination with the Ministry, convene an Extraordinary Ordinary General Assembly to elect principal and alternate Board members. In any case, the first-call session must be held within no more than 25 days from the date the Board loses its legal quorum.

If the Board fails to act within its legal mandate, the provisions of Notes 1 and 2 of Article 10 of the Bylaw on the Formation, Duties, Authorities, and Performance of Professional Associations and their Federations shall apply.

In implementing Clause 19, if the Board and Auditor fail to fulfill their obligations, the Board must notify the Ministry of the Association’s latest status and hand over all documents and records to the one-third representative. The one-third representative is obligated, after holding the General Assembly and electing the new Board members and Auditors, to deliver all documents to the newly elected officials through a joint minutes, under Ministry supervision.

The Board may appoint a Secretary from outside its members. Upon expiration of the Board’s term or the legal term of the Association, the Secretary’s employment and contractual relationship with the Board shall also terminate.

Note: The Secretariat of the Association operates under the direct responsibility of the Secretary and under the supervision of the Chair of the Board, for managing administrative affairs and implementing Board resolutions. The Secretariat may employ staff as proposed by Board members or the Secretary and approved by the Board.

Article 20 – Duties and Powers of the Board of Directors

1. After confirmation of the election results, the Board of Directors must convene its first meeting within one week and elect from among its members a Chairperson, a Vice-Chairperson, and a Treasurer, and also elect a secretary either from among Board members or from outside. Authorized signatories for financial documents and binding instruments shall be determined and announced to the members in a written minute, and a copy shall be submitted to the Ministry together with all required documents for registration.
2. Upon establishment, the Board of Directors must, within one month after registration of the General Assembly resolutions with the Ministry and receipt of the registration certificate of the Guild Association, open an official bank account in one of the country’s banks and notify members accordingly. Failure to act requires the Inspector to follow up. If the account is not opened within 45 days after registration of the Assembly resolutions, the Inspector shall report the violation to the Ministry, which will act in accordance with Article 19 of the Executive Regulations.
3. In the event of any changes in positions, the Board of Directors must record the decision in minutes and submit it to the Ministry.
4. The Board of Directors must regularly update, through appropriate means, the statistics and details of natural and legal persons eligible for membership and those who are current members. Registering updates in the membership information system is one of the Board’s key responsibilities.
5. The Board of Directors must implement effective programs to increase membership among eligible employers.
6. The Board of Directors must refrain from any practice that limits or restricts the membership of eligible natural or legal persons.
7. At least three months before the expiration of the Board’s legal term, the Board must initiate the process of convening the General Assembly for elections.
8. Before holding the General Assembly, the Board must prepare and approve performance reports and financial statements, including balance sheets. The Inspector must review these documents and provide an opinion.
9. Before announcing the call for the Assembly, the Board must submit to the Ministry:
10. – a list of eligible members,
11. – the latest Articles of Association,
12. – the Board’s resolution to hold the Assembly,
13. – and two copies of membership details.
14. A signed list of attendees must also be prepared and delivered to the Presiding Board.
15. Notices for General Assemblies must clearly indicate the exact inviting authority and the full name of the Guild Association and must include a clear and specific agenda. For Ordinary Assemblies, the agenda must include: performance report, financial report, and elections (as applicable).
16. According to the Note under Article 32 of these Articles, the Board or the Assembly organizer must announce the timeframe for receiving candidacy applications in a way that allows at least 10 days for applicants to submit their candidacy.
17. The Board must prepare and maintain all statutory records, including administrative, legal, financial, membership, and meeting registers, in a form that is traceable and legally valid.
18. Strict implementation of these Articles and resolutions of the General Assemblies is mandatory.
19. Inviting the General Assemblies at the required times and reviewing applicants’ eligibility according to these Articles.
20. Preparing and approving the annual financial report and proposed budget, and presenting them to the General Assembly for review and approval.
21. All financial operations must be recorded in annual financial statements and statutory audit reports. Any other form of reporting, even if approved by the Assembly, is invalid.
22. Holding regular Board meetings and recording resolutions transparently and legibly in the official register.
23. Determining the registered office and principal location of the Guild Association.
24. Appointing and introducing representatives to relevant authorities when required.
25. Reviewing the financial status of the Guild Association and deciding on essential expenditures, and preventing debt accumulation.
26. Establishing specialized and technical committees and assisting with cooperatives, funds, and related entities.
27. Providing welfare facilities for members.
28. Creating conditions for the economic development of members and addressing operational challenges through coordination with relevant public bodies.
29. Acting as the representative of members before legal, judicial, governmental, and national authorities within the limits of these Articles.
30. Deciding on collective agreements between members and their workers or between the Guild Association and other guild associations.
31. Drafting and approving internal regulations for the better operation of the Guild Association.
32. Preparing the annual performance report of the Board of Directors and presenting it to the Ordinary General Assembly.
33. Appointing representatives to dispute-settlement boards and technical committees such as Occupational Health and Safety.
34. Establishing committees as needed (e.g., scientific, research, planning, dispute resolution, membership and suspension, procurement, legal, welfare).
35. Approving accession to or withdrawal from other guild associations to form or join relevant federations.
36. Recording the attendance and justified/unjustified absences of Board members in each meeting.
37. Managing the legal term of the Guild Association and ensuring timely elections and compliance with quorum requirements of the Board and Inspector.
38. Updating the number and details of members.
39. Responding to the Inspector’s notices and correspondence and providing a documented written reply within 15 working days.
40. At each General Assembly, the Board must provide the Presiding Board with a written report on the latest status of suspended members and rejected membership applications for immediate review and decision. This does not remove the responsibility of the Presiding Board to address these issues independently.

Article 21 – Duties of the Chairperson of the Board of Directors

1. The Chairperson is responsible for ensuring proper implementation of these Articles (except for duties assigned to the Presiding Board, Inspector, or Liquidation Board), resolutions of the General and Extraordinary Assemblies, and the written decisions of the Board. Any failure to execute valid decisions constitutes a violation.
2. Supervising the proper conduct of the Guild Association’s affairs and inviting Board members to regular meetings.
3. Convening and presiding over Board meetings.
4. Communicating the decisions of the General Assemblies and Board to the Secretary and other responsible parties for implementation.
5. Signing all employment contracts and appointment letters of experts, consultants, the Secretary, and other personnel approved by the Board.
6. Signing all cheques, financial documents, and binding instruments jointly with the Treasurer and affixing the official seal, in accordance with Board resolutions.
7. Signing membership cards after confirmation by the Treasurer regarding the member’s financial clearance.
8. Completing and updating member and Board information in the Guild Association’s electronic system and providing information to the Ministry.
9. In the Chairperson’s absence, the Vice-Chairperson presides over meetings with the same authority.
10. Supervising the Secretariat to ensure receipt and registration of applications, complaints, and objections without discrimination.
11. Any correspondence by the Secretary or Board members regarding warnings or financial notices to members must be based on Board approval.
12. Managing and coordinating all matters assigned to the Board under these Articles.

Article 22 – Duties and Powers of the Secretary

1. The Secretary must implement matters referred by the Board in accordance with recorded resolutions.
2. Safeguarding all documents, records, minutes, and membership files of the Guild Association.
3. Conducting administrative correspondence in accordance with these Articles or as delegated by the Board.
4. Following up on proper implementation of resolutions by Board members, the Inspector, or members, and reporting to the Chairperson.
5. Preparing, issuing, and delivering invitations for Ordinary and Extraordinary General Assemblies and any other meetings or events.
6. Preparing the agenda and drafting Assembly notices in coordination with the Ministry.
7. Preparing and maintaining registers and logs, including membership and financial ledgers, the correspondence register, and ensuring correct filing of administrative communications.
8. Preparing publications and newsletters within legal limits.
9. Communicating the Articles of Association, governmental circulars, and relevant regulations to officials and members.
10. Arranging the venue for General Assemblies based on the number of members, Board members, and Inspectors.
11. Communicating resolutions and decisions of the Components of the Guild Association and incoming official documents.
12. Facilitating communication between members and the Guild Association.
13. Presenting the Inspector’s notices at the next Board meeting and preparing written documented responses.
14. Implementing duties assigned by the Chairperson or Vice-Chairperson.
15. The Secretary’s actions and correspondence must always comply with the Board’s decisions.
16. Secretariat staff are accountable to the Secretary, and the Secretary is responsible to the Board of Directors.

Article 23 – Duties and Powers of the Treasurer

1. Signing all cheques, financial documents, and binding instruments jointly with the Chairperson of the Board of Directors and affixing the official seal of the Guild Association, based on Board resolutions.
2. Managing the financial affairs of the Guild Association; preparing and maintaining financial books, documents, and records; and safeguarding the Association’s accounts.
3. Reviewing the accuracy of all documents relating to receipts and payments, verifying and signing the related statements.
4. Confirming the processes and authorizing issuance of membership cards.
5. Supervising purchases, sales, leases, and all financial actions, and assuming responsibility for the preservation of movable and immovable property, funds, financial documents, and the validity of transactions of the Guild Association.
6. Recording all assets, revenues, and expenditures of the Guild Association in the official financial books.
7. Forecasting the annual budget and expenditures of the Guild Association and submitting it to the Board of Directors for presentation to the General Assembly.
8. Preparing and compiling the annual financial report of the Guild Association and submitting it to the Board of Directors for review and approval.
9. The Treasurer must prepare the written annual financial report one month before the Annual General Assembly. After signing it jointly with the Chairperson of the Board, a copy must be provided to the Inspectors and the Secretary to inform the members.
10. Upon request of the Inspectors, the Treasurer must provide all financial books and documents at the Guild Association’s office, against receipt, for review within a specified period.
11. If the balance sheet is not prepared and submitted to the General Assembly, or if it is not approved by the General Assembly, the matter must be referred—upon decision of the General Assembly—to independent auditors for review (within a maximum of 3 months from the date of the General Assembly resolution).
12. The Treasurer of the General Assembly must present the independent auditor’s report to the first Ordinary General Assembly convened within a maximum of 2 months after the audit report is prepared, for discussion and approval.

Article 24 – Inspector

1. The Guild Association shall have one Principal Inspector and one Alternate Inspector, elected directly and by secret ballot from among eligible members for a period of one year. Re-election for subsequent terms is permitted subject to maintaining eligibility conditions.
2. If a legal entity is elected as Inspector, it must introduce its representative in writing within one week after confirmation of the election by the Ministry. Failure to introduce a representative within the deadline shall be deemed a withdrawal from the Inspector position.
3. In case of resignation, death, loss of eligibility, dismissal, or suspension of the Principal Inspector, the Alternate Inspector shall assume the duties for the remainder of the term.

Article 25 – Duties and Powers of the Inspector

1. Supervising all resolutions and actions of the Board of Directors and the Secretary within the limits of these Articles, and overseeing all matters relating to convening Ordinary and Extraordinary General Assemblies.
2. Reviewing and supervising financial books, documents, records, and expenditures of the Guild Association, and ensuring proper conduct of economic and administrative affairs.
3. Investigating and following up on members’ complaints and, when necessary, preparing a report to the Ministry and providing a copy to the Board of Directors or the General Assembly (as applicable).
4. Reviewing and issuing an opinion on the Board of Directors’ financial report and presenting the Inspector’s report to the General Assembly.
5. Inviting and convening the General Assembly, when necessary, within the authority granted in these Articles.
6. The Inspector must report to the General Assembly any issues contrary to the policies approved by the General Assembly or irregularities in expenditures, after first notifying the Board of Directors.
7. Attending meetings of the Board of Directors (at their discretion) without voting rights.
8. The Inspector must review the financial and performance reports of the Board of Directors at least two months before the Annual General Assembly and submit a written positive or negative opinion to the Secretariat. The Inspector must also prepare a written summary of their actions and submit it to the General Assembly (annual report) and, where necessary, to the Ministry.
9. If the Inspector receives reports or observes misuse of authority by any Board member, or identifies the Board’s failure to implement the Articles or General Assembly resolutions, the Inspector must issue two written warnings to the Board, spaced 15 days apart (total not exceeding 35 days).
10. – The Board must respond by addressing the issue, providing justification, or correcting the deficiency.
11. – If the Board fails to comply, the Inspector may, pursuant to Paragraph 5 of this Article, initiate the process of dismissal of the Board of Directors through an Extraordinary or Ordinary General Assembly and hold elections for new Board members.
12. – In all cases, the Inspector must submit a complete written report to the relevant General Assembly and deliver a copy to the Ministry.

Article 26 – Conditions for Dissolution of the Guild Association

The Guild Association shall be dissolved under the following circumstances:

1. Upon approval of the Extraordinary General Assembly.
2. If more than six months have passed since the expiration of the Board of Directors’ term and elections have not been renewed.
3. Upon issuance of a final ruling by the competent judicial authorities of the country.

Note 1:If the Guild Association is dissolved by resolution of the Extraordinary General Assembly, the Presiding Board is required, during the same meeting and through a vote of the Assembly, to elect three or five members from among those present as members of the Liquidation Board. The Presiding Board must record the results in the minutes and submit them to the Ministry. Candidates for the Liquidation Board must declare their willingness during the same meeting, and upon introduction, be voted on by the present members. The three to five individuals receiving the highest number of votes shall be appointed as members of the Liquidation Board.

Note 2:If the Guild Association is dissolved due to the Board of Directors’ failure to renew elections within the legal period, or based on a judicial ruling, and holding an Extraordinary General Assembly to elect the Liquidation Board is not feasible, liquidation shall be carried out in accordance with Note to Article 16 of the By-law on Guild Associations and Relevant Federations, and pursuant to the procedures for dissolution stipulated in the Commercial Code.

Article 27

If, after establishment, the Guild Association loses the quorum required for formation during its operations, it shall not be dissolved as long as it is still possible to elect its Components.

Article 28 – Duties of the Liquidation Board

The Liquidation Board must, within a maximum of six months and in coordination with the Ministry:

1. examine all accounts of the Guild Association,
2. prepare a complete list of all assets (movable and immovable),
3. prepare a detailed statement of receivables and liabilities,
4. settle all accounts payable and receivable,

and finally, upon preparing and signing the liquidation minutes and with the approval of the higher-level Federation, distribute the remaining assets among the members of the Guild Association. If no members exist, the remaining assets shall be donated to the Kahrizak Charity Foundation.

Article 29

In accordance with Article 18 of the By-law on Guild Associations and Relevant Federations, for registration and training of members, at least five percent of the membership fees collected in each term must be deposited into the account designated by the General Office of Labor and Employer Organizations.

Article 30

The officials of the Guild Association are required to provide any documents, books, and records requested by the Ministry for review either at the Association’s premises or at the Ministry.

Note:Members of the Board of Directors and Inspectors have civil liability toward the Guild Association. If their actions or negligence cause damage to the Association, they are responsible for compensation. Determination of such liability is made by the competent judicial authority upon claim by any member.

Article 31 – Dispute Resolution

In case of disputes between:

1. members of the Board of Directors,
2. the Board of Directors and the Inspectors, or
3. members of the Guild Association and any member of the Board or Inspectors,

the matter shall be reviewed through an Arbitration Panel, composed as follows, in accordance with the Civil Procedure Code:

a) One representative appointed by each party to the dispute (one representative per side),

b) One representative appointed by the Ministry.

Article 32

Any amendments to these Articles of Association shall be valid and enforceable only after approval of the Ministry. If the Extraordinary General Assembly approves amendments, such changes shall take effect in the first subsequent Ordinary General Assembly. The Presiding Board must record the resolution in the minutes of the Extraordinary General Assembly and ensure full implementation of the amendments in subsequent General Assemblies, whether Ordinary or Extraordinary.

Article 33

Deadlines stipulated in these Articles of Association shall be calculated excluding public holidays.

Article 34

The Board of Directors is responsible for the proper and accurate implementation of these Articles. Primary oversight lies with the Inspector(s). If any complaint or objection is received regarding non-performance, improper implementation, or violation of these Articles by the Board or by the Inspector(s), the Ministry shall examine the matter and act in accordance with Article 19 of the By-law on Guild Associations and Relevant Federations. Determination of violations or negligence by the Board or Inspectors lies with the Ministry.

Article 35

The provisions of these Articles of Association are subject to the By-law on Guild Associations and Relevant Federations and the regulations governing the drafting of Articles of Association. Interpretation of ambiguous provisions shall be based on the Ministry’s opinion.

Article 36

Violation of any provision of these Articles of Association that results in the Guild Association losing its legal standing shall lead to revocation of its National ID by the Ministry.

Article 37

These Articles of Association, consisting of 6 chapters, 37 articles, and 22 notes, were approved by majority vote of the Founding General Assembly / Extraordinary General Assembly on 17/11/1402. Membership of any natural or legal person in the Guild Association signifies acceptance of all responsibilities and obligations related to such membership, including those acquired previously or in the future.