Charter

This Charter, comprising 38 Articles, has been approved by the founding General Meeting.

Revised: 27 May, 2002

Part one – General

Article 1. The Irano- British Chamber of Commerce, Industries and Mines (IBCCIM) which hereinafter shall be called “ Chamber ” in this Charter is a non-commercial and non-profit making institution which is established exclusively for the expansion of trade and industrial relations and the promotion of investment between Iran and United Kingdom.
1.1. The Chamber which is established on the basis of Article 5 of the Law of the Chamber of Commerce, Industries and Mines of Islamic Republic of Iran, ratified on 15-12-1369 and its subsequent amendments and  herein below in this Charter shall be called “ Iran Chamber ”, is affiliated to Iran Chamber , but is independently responsible, legally and financially, for its actions.
1.2 .  The Chamber holds Iranian nationality and its communications and correspondence’ shall be carried out in Farsi and, if necessary, in Farsi and / or English languages.
Article 2. The headquarters of the Chamber is domiciled at No. 254, Ave Taleghani Tehran, Iran. Upon approval by Iran Chamber, the Executive Board is entitled to relocate the headquarters.
2.1. The tenure of the activity of the Chamber is indefinite from the date of its establishment.
Article 3. If needed, the Chamber, after approval by the General Assembly and confirmation by Iran Chamber, is empowered to set up branches and / or representative offices Iran and United Kingdom.
Article 4. The Chamber is possessing a stamp, both in Farsi and English, in the name of Irano-British Chamber of Commerce, Industries and Mines.

Part Two

 

Article 5. To achieve the objectives set forth in Article (1) of this Charter, the Chamber shall engage in the following activities:
5.1. Administration of the Chamber’s affair, in accordance with the stipulations of this Charter and in close cooperation with Iranian and United Kingdom official authorities, organizations and institutions.
5.2. Gathering of needed date and information in economic fields, especially on Iran and United Kingdom’s trade and industry, submitting them to Iran –U.K. members, and cooperation with Irano-British authorities and organizations for the promotion and expansion of economic relation between the two countries.
5.3. To strive for the expansion of relations and to actualize the viewpoints of Irano-British merchants, businessmen and industrialists in the fields of commerce, industry and other related activities.
5.4. To study, examine and explore the potential field for mutual investments.
5.5. Upon authorization by competent authorities in Iran and United Kingdom, to participate in holding fairs and exhibitions and similar activities and to assist Irano-British legal and real persons, organizations and institutions interested in taking part in international fairs and exhibitions which are to be held in Iran and U.K. or in third countries.
5.6. To encourage exchange of economic delegations between the two countries .
5.7. To hold seminars, conferences, symposia and speeches aimed at the expansion of  economic relations between the two countries.
5.8. To cooperate with similar Chamber in the United Kingdom.
5.9. To publish information bulletin covering expansion of economic relations between Iran and U.K., containing laws and regulations of the two countries and other topics  of mutual interest and to publish books, magazines, press releases and softwares.
5.10. To help resolve the disputes arising from economic relations between natural and legal Iranian and British persons and to encourage the parties concerned to settle their disputes through Arbitration Center of Iran Chamber.
5.11. To engage in other activities conducive to attaining the above objectives.

Part Three – Membership

 

Article 6. Real and legal Iranian British persons can accede the membership the Chamber, upon their  acceptance of the contents of  this Charter and the observance of the relevant regulations.
Iranian members of the Chamber  are obliged to have the membership of the one of branches of Iran’s Chamber of Commerce, Industries  and Mines prior to joining it.
6.1. Real and legal Iran and British persons eligible for the membership of the Chamber who are not residing in Iran can request non-resident membership, provided that they can obtain and submit an introduction letter from Irano-British Chamber stationed in the U.K. or, in the event of the absence thereof or unavailability of the said Chamber, from one of British Chambers of Commerce.
Article 7. The membership of the Chamber comprises of ordinary members ( as defined in Article 6 ) and honorary members.
7.1. The personalities who have rendered exceptional services in the realization of the Chamber’s objective and the promotion of Irano-British economic relations or are capable of  performing valuable services in this field in the future can be an honorary member of the Chamber.
7.2. Honorary members can accede the membership of the Chamber, upon proposal made by one of members of the Board and approval by the Board. Honorary members will have no voting rights, but are free to make their advisory views know and are exempt from paying membership fee.
Iran Chamber’s Head and the British ambassador in Iran shall be honorary members.
Article 8. All the ordinary members have the some and equal rights and duties and are to pay their annual membership fee in a lump-sum.
Article 9. Each of the ordinary members shall have one vote in all the general meetings and, if necessary, can represent two members for taking part in voting in general meeting . Prior to official opening of the general assembly , such representative is required to submit his valid letter of nomination to the Chairman of the Board to enable him or her to attend the meeting.
Article 10. Conditions for membership in the Chamber shall stipulated in the By-Law, as approved by the Board .
Article 11. Except in the case of resigning from the membership of the Chamber, the members are required to pay the membership fee relating to the next year; such resignation, in writing, should have been received by the Secretariat of the Chamber at least one month prior to the ending of the currant fiscal year.
Article 12. In addition to the payment of annual membership fee, acceding the membership  involves the acceptance of  all requirements of this Charter and relevant rules and regulation.
Article 13. The Board can terminate the membership of the members for following reasons
13.1. Refusal to pay membership fee in due time and disregarding the two written notices, within 30 Days, in this regard.
13.2. The death of natural person or the dissolution of legal member persons.
13.3. None-observance of the requirements of the Charter, resolutions of the general meeting and the Executive Board, ignoring the interests and the prestige of the Chamber, and neglecting the Board’s reminders in this regard.
13.4. The termination of membership is no excuse for returning the membership fee.
13.5. Investigation of the disputes among applicants for membership and the members is the responsibility of the Iran Chamber and opinion of Iran Chamber is binding for the parties concerned.

Part Four – Governance

 

Article 14. The Governing Board of the Chamber
Consists of :
  • General Meetings
  •  Executive Board
  • Inspectors

Part Five – General Meetings

 

Article 15. The general meeting of the Chamber cam convene either in ordinary or extra ordinary of manner.
15.1. The annual ordinary general meeting shall convene at least once a year, within three months after the end of the fiscal year and, if necessary, in extraordinary manner.
15.2. At least one month before the convening of any general meeting, the members should be  notified  in writing and through registered mail of the agenda, location, date and hour of the meeting and this matter should be published simultaneously in a wide-circulation newspaper in which the notices and press releases of the Chamber id published.
15.3. The general meeting shall have to quorum with attendance of half of the members plus one. If one members attending the meeting in the first session are less than half plus one members having voting rights and the meeting does not attain a quorum, the general meeting shall convene, after renewed invitation, with any numbers of members present.
15.4. The decisions of the ordinary general meeting shall be adopted with the relative majority of the voting rights present in the meeting.
15.5. The extraordinary general meeting shall have the quorum if two third of the members having voting rights are present in the meeting and its decisions shall be binding if they are approved by two third of the members having voting rights attending the meeting. If a quorum is not achieved  in the first session of extra ordinary general meeting, it will convene, upon renewed invitation., with any number of members attending its decisions shall be valid and binding by two third of the votes cast by those members present at the meeting.
Article 16. Duties of Ordinary General meeting .
16.1. To hear and review the reports by the Executive Board and the  Inspector regarding the activities of the Chamber in the previous fiscal year and examine the balance sheet and approval thereof.
16.2. To review the proposal annual budget and its approval.
16.3. To choose the member of the Board.
16.4. To choose the main and alternate Inspector.
16.5. To select a newspaper of wide-circulation for publishing the notices and advertisements of the Chamber.
16.6. To discuss and examine the future policies of the Chamber and other matters which are within the jurisdiction of the ordinary general meeting.
Article 17. The duties of the extraordinary general meeting.
17.1. Amendment and modification of the Charter.
17.2. Taking decision with respect to the dissolution of the Chamber.
17.3. Selection of the dissolution board in case of the termination of activity of the Chamber and taking decision on the remaining assets of the Chamber .
17.4. Selection of the dissolution board in case of the termination of activity of the Chamber and taking decision on the remaining assets of the Chamber.
Article 18. Upon decision by the Executive Board or at the request of at least on third of members enjoying voting rights of at the request of the main inspector, ordinary and extraordinary general meeting can be held at any time, in accordance with the guidelines of this Chamber.
Article 19. The representative of the representatives of the Iran Chamber are entitled to attend in    ordinary and extraordinary general meetings, without carting votes, and to express their advisory views.
Article 20. General meeting shall be managed by a governing body consisting of a chairperson and two supervisors, who will be chosen from among the members present in  the meeting. A secretary who might not be a member of the Chamber shall record the proceedings and decision of the meeting and has to affix the signature of the governing body and himself to the those documents.
Article 21. In case it is necessary, the registration of the decisions adopted by general meetings and the Executive Board of the Chamber shall be carried out by the Iran Chamber.

Part Six – Executive Board

 

Article 22. The Executive Board shall be appointed by the ordinary general meeting for two years. The Board, composed of seven members, shall be chosen from among the member of the Chamber. In addition to the main members, the general meeting shall appoint two persons as alternate members of the Executive Board.
Reappointment of the alternate Executive Directors is permitted.
22.1. The member of the Executive Board are required to possess sufficient information, knowledge and experience in matters of trade and commercial cooperation between Iran and U.K. as well as international one.
22.2. The first Executive Board of the Chamber shall be chosen from among the founders.
Article 23. Except in matters which are within the jurisdiction and authority of the general meeting in accordance with express stipulations of this Charter and / or the law. The Executive Board possess all the necessary authority, or its delegation to one or several members of the Board, to conduct the business of the Chamber and is also specifically competent and authorized to discharge the following duties :
23.1. To choose one person as the Chairman and two persons as Alternate Chairman of the Board.
23.2. To choose one person as the Treasurer from among the Board members.
23.3. To select the Secretary General of the Chamber .
23.4. To accept new members and terminate the membership of the existing members, in conformity with the provisions of the Charter.
23.5. To prepare reports on the activities of the Chamber and the submission thereof to the general meetings.
23.6. To determine the members of the Secretariat, their and remunerations, in accordance with the proposals made by the Secretary General .
23.7. To prepare balance sheet and annual budget estimate and to proposed it to the general meeting of the Chamber, together with the auditing report of the Inspector, which should be made available at least 15 days before the convening of the meeting, to the members of the Chamber.
23.8. To determine the various commission needed by the Chamber, to choose the members of each commission, to determine the duties and authorities of each commission and to choose advisors as required.
23.9. To institute legal proceeding, whether civil of criminal, with the competent judicial courts, to defend respond to any charge or lawsuit brought against the Chamber at all levels of the investigation, with total authority, independently or though powers of attorney or lawyers, with delegation of all or parts of the authorities contained in Article 62 and 63 of the Civil Coed of Iran to the selected lawyers, and to dismiss the said lawyers, and to refer the matter of dispute for arbitration to the Iran Chamber.
23.10. To open bank accounts, whether current, savings or deposits, or foreign exchange account, and, if necessary, to obtain banking facilities and to enter into contracts.
23.11. To obtain credit and to accept grants-in-aid.
23.12. To determine and approve the annual membership fee.
23.13. All the outgoing correspondence by the Chamber should be signed by the Chairmen of the Board and, in his absence, by of one his alternates, unless in such cases that he delegates his signing right to one of the members of the Board or the Secretary General.
Article 24. In cases where one or several of the members of the Board are deceased or have resigned or are unable to discharge their duties, their successor shall be chosen from among the alternate members of the Board.
Article 25. upon written invitation issued by the Chairman, the Board shall hold meetings at least once a month.
Article 26. The quorum for holding meeting shall be the presence of at least five members of the Board out of 7 members.
Article 27. The Treasurer shall be appointed for a term of two years and his duties include management  and supervision of the assets and financial affairs of the Chamber and conducting all the accounting operations, as directed by the Board. At a certain date which shall be determined each year, the Treasurer shall examine the proposed budget draft of the next year, as prepared and submitted by the Secretary general , and , after approval, thereof , shall  present it to the Board, the Treasurer, at intervals determined by the Board but, at any event should not exceed a period of six months, shall prepare a report on financial situation of the Chamber and put at the disposal of the Board.

Part Seven – Inspectors

 

Article 28. The Annual General Meeting shall appoint one person as the main Inspector and another one as alternate inspector for each financial year.
Not later than thirty days after the end of the financial year, the Inspector shall submit to the Board his report on financial and operational activities of the Chamber for discussion and approval at the Annual General Meeting.

Part Eight – By Laws

 

Article 29. All the By-Laws of the Chamber in connection within financial and administrative affairs and  elections and so on shall be drawn up by the Chamber’s commissions and shall be put in force after their approval by the Executive Board.

Part Nine – Amendment of the Charter

Article 30. Proposal for the amendment of the Charter shall be examined by  the Board which, after the receipt of the Iran Chamber’s views thereof, shall present them to the Extraordinary General Meeting for decision.

Part Ten – Secretariat

Article 31. The Secretariat is responsible for the management of administrative affairs and shall implement the decisions adopted by the Board, and shall be its manager. All the correspondence of the Chamber shall be though the channel of the Secretariat. The Secretary General should have necessary education and experience and, while mastering English language , should have sufficient experience and know in the field of management.
The Secretary General shall work full tome for the Chamber and is obligated to direct all his efforts exclusively for the attainment of the objective and safeguarding the interests f the members of the Chamber, His salary and benefits shall be determined on the basis of the proposal made by the Chairman and approval by the Board. The Board shall also specify the duties and function of the Secretary – General and shall advise him thereof.
Article 32. The Secretary General shall act on the following matters:
32.1. Establishment of the Secretary General and management thereof, on the basis of the decisions Adopted by the Board.
32.2. Recruitment and dismissal of the personnel of the Secretariat, upon approval by the Board.
32.3. Performing duties as Secretary in General Meetings and Board meetings and preparing the minutes of the respective meetings.
32.4. Preparation of Necessary reports for the Board.

Part Eleven – Financial Resources

Article 33. For discharging its duties, the Chamber shall finance its expenses from the following sources :
33.1. Annual membership fee of the ordinary natural and legal persons.
33.2. Obtaining credit and acceptance of the grants – in – aid .
33.3. The funds which it will receive in return for rendering services.

Part Twelve – Auditing Accounts and Documents

 

Article 34. The financial year of the Chamber is a twelve-month period which starts at the first day of Farvardin of each year and ends at the end at the end of the month Esfand of the same year.
Article 35. all the cheques, financial documents an papers of the Chamber are only if they are signed by the Chairman ( or one of his alternates ) and the Treasurer and bear the stamp of the Chamber .

Part Thirteen – Termination of Activities and Dissolution

 

Article 36. Upon decisions by the General Meeting the Chamber shall cease it activities.
Article 37. Upon a decision on termination of the activities of the Chamber, the Extraordinary General Meeting shall appoint a liquidation commission consisting of two members of the Board and one controller from Iran Chamber and shall assign them to terminate the activities of the Chamber, in accordance with the laws and customary practices.
Any assets remaining after the liquidation shall be put at the disposal of the Iran Chamber.

Part Fourteen – Miscellaneous

 

Article 38. In the event that some sections of this Charter requires interpretation, such interpretation shall be binding.