Tose'e Ta'avon Bank
Articles of Association
In the sessions dated 25/1/2009 and 2/8/2009, the Council of Ministers, upon the mutual proposal of Ministries of Cooperative and Economic and Financial Affairs, and pursuant to clause '' V'' of article 9 of the act of Amending Articles from Act of the 4th Plan for Economic, Social and Cultural Development of the I.R. of Iran, and executing overall policies of principle 44 of the Constitution, approved in 2008, approved the articles of association of Tose'e Ta'avon Bank as follows and the above- mentioned ratification was, by virtue of the letter ref. H41484T/97914, written by the Honorable President, Dr. Mahmoud Ahmadinejad on 4/8/2009, submitted to two Ministries of Cooperative and Economic and Financial Affairs to be executed.
Article Of Association Of Tose'e Ta'avon Bank
Article 1: In order to execute the policies served by the Supreme Leader, and to promote the cooperative sector in country economy, Tose'e Ta'avon Bank, hereinafter referred to as ''bank'', were laid down.
Article 2: The Bank has a legal entity and is financially and officially in-dependent, serving as a governmental corporate in supporting and implementing plans made by the Cooperative Ministry to supply the capital resources of cooperative sector under the rules hereof, and the state monetary and banking rules, and shall be supervised by the Central Bank; and shall be managed in accordance with the relevant rules and regulations in unpredicted cases.
Article 3: Head office of the Bank is domiciled at Tehran, and branches or agencies thereof may be founded both inside and outside the country in accordance with the relevant rules and regulations.
Article 4: The Bank shall be established for an infinite term.
Article 5: Capital of the Bank is Rial. 5 thousand billion (5,000,000,000,000), divided into 5 billion 1000-Rial shares, the entire of which shall belong to the Government; and this sum shall, pursuant to clause ''V'' of article 9 of the Act of Amending Articles from Act of the 4th plan for Economic, Social and Cultural Development of the I.R. of Iran and in order to execute overall policies of principle 44 of the Constitution, approved in 2008, be supplied from the place for foreign exchange reserve account by Government for supplying capital resources of the cooperation sector. All facilities, assets, and manpower of branches and administrations of the cooperative fund shall, along with a part of manpower of the headquarters, be transferred and delegated to the Bank. All commitments of the cooperative fund to natural and legal entities, including deposits, agreements, contracts, as well as the commitments made by natural and persons to the fund , including contracts, agreements, undue, past due and deferred facilities granted, along with all warrants and collaterals obtained shall be delegated and transferred to the Bank.
Article 6: Objectives of the Bank are as follows:
1. Employing and using facilities of banking operations to raise the capacity and capabilities of the cooperative sector with the aim of increasing share of the cooperative sector in national economy;
2. Contributing to the socio-economic development of country through expansion of the cooperative sector and providing the preparation for social justice on the basis of plans made by the Cooperative Ministry;
3. Providing appropriate infrastructure for development of cooperative sector participation in economic activities, with the cooperative sector being prioritized;
4. Financial and credit support for transfer of activities and reduction of incumbencies of the governmental sector of economy to the non-governmental one, with cooperative sector being prioritized;
5. Contributing to active presence and playing effective roles of cooperatives in the stock market, capital and international markets.
6. Allocating sources and contributing to supplying the capital of entrepreneurs and job seekers to create new job opportunities, and contributing to economic enterprises available and developing them in order to maintain and improve the current employment, and creating new job opportunities, promoting competitive capacities and capabilities of the cooperative sector nationwide and worldwide; facilitating communication and technical, financial, and economic connections among them; and achieving unified development of the cooperative sector in national economy;
7. Encouraging and strengthening natural and legal persons in investment in the form of cooperative and innovation and invention in financial institutionalization of the cooperative and expanding professional and vocational processes.
Article 7: Areas of activity of the Bank are as follows:
1. Opening and keeping current interest-free (Gharz ol Hassanah) deposit account, saving interest-free deposit account, long-term and short-term investment deposit accounts, and other similar accounts, including rial and foreign exchange; and opening types of cheque card accounts and other authorized cards as well as issuing types of deposit certificates.
2. Transferring funds, issuing types of order, and doing all transactions pertaining to transfer of liquidity and obeying client's payment orders.
3. Doing all foreign exchange transactions: buying and selling foreign exchange, transferring funds, and foreign exchange orders and those similar thereto both inside and outside the country, also for foreign nationals in observance of the relevant rules and regulation;
4. Issuing L/C and advising L/Cs or other types of credit in person or as representative and intermediary, and performing all types of operations relating thereto and using them;
5. Issuing L/C and different types of cards and cheques and carrying out transactions pertaining thereto;
6. Issuing, verifying, and accepting any type of banking warranties and guarantees including rial and foreign exchange;
7. Agreeing to serve as agents to issue participation bonds and selling and buying them and other types of security of the governmental and non-governmental sectors to the Bank’s account, or as proxy and through power of attorney of persons;
8. Subscribing and performing all operations relating thereto; and buying and selling shares to Bank's account or for clients and customers, and offering all similar services classified as Banking and investing activities;
9. Creating vaults and accepting things in trust and maintaining shares and securities and invaluable objects of customers;
10. Offering services relating to cash management to customers including salary and wages, services relating to payment of installments , down payment cards, and other similar services;
11. Offering business planning services, consultation, evaluation, costing, and financial consultation services, and other similar services;
12. Offering services relating to agency of shares, participation bonds, and other securities;
13. Doing gold and silver transactions in observance of the relevant rules and regulations;
14. Establishing and creating agency relationship with banks and financial and credit institutes both inside and outside the country;
15. Establishing and expanding Bank network inside and outside the country; and founding and developing any type of subordinate financial institute inside and outside the country in observance of the relevant rules and regulations;
16. Clearing goods from customs and shipping goods from ports and customs at the account of the Bank or customers and any type of transaction, and buying and selling them and transacting bills of public warehouses;
17. Participating and assisting and developing and deepening monetary and capital markets; and contributing to those active in economy of the cooperative sector to raise the level of their presence in monetary and capital markets;
18. Granting types of credit facilities to legal and natural persons in the form of contracts in force.
19. Equipping financial resources and Rial and foreign exchange credits required from domestic and foreign sources in observance of the relevant rules and regulations;
20. Adopting capabilities of developmental banking operations to improve and promote level of major economical indices of the cooperative sector in country including IT, communication technology, E-commerce, raising the level of employment, and increasing value added, optimizing and promoting the management system;
21. Participating in establishment of conventional cooperative, public stock, mega specialized, and national comprehension of towns and cooperative complexes companies as well as insurance companies, and/or unions of cooperative companies to attract more capital in the cooperative sector with the aim of enhancing their competing power in observance of Act of Amending Articles from the 4th plan for Economic, Social and Cultural Development of the I.R. of Iran and executing overall policies of the principle 44 of the Constitution, approved in 2008;
22. Attracting governmental aids for financial support and creating credit line in development of IT and communication and E-commerce in the cooperative sector and strengthening technical, financial and economic connection among cooperatives with the aim of reducing costs, expanding market, as well as supporting formation of higher organizations;
23. Agreeing to serve as the agent to manage the funds run and technical and credit contributions from state public budget as well as part of the revenues derived from the relevant assignments pertaining to the cooperative sector to grant facilities, supply subsidies, reduce profits and commission of the banking facilities, contribute to cooperatives and unions and invest in the cooperatives sector;
24. Opening bank accounts to Bank's name and depositing funds at sight or long-term sums in banks and financial and credit institutes inside and outside the country.
25. Interactive and constant cooperation with ministries, economic organizations and institutions to achieve indices and criteria for optimum allocation of sources in accordance with the plans of the ministry of cooperative and other state cooperative sectors;
26. Making proposals as to plans and executive polices for supplying and allocating fiscal sources, especially in relation to the cooperative sector, to the relevant authorities;
27. Participating in founding fiscal, technical, legal and service institutions and other specialized institutions required for the cooperative sector;
28. Offering products and services in the housing and building sectors by prioritizing unions, cooperative companies, and members thereof including facilities for building of residential, commercial, official units, facilities for trading properties, working capital facilities of building, designing housing savings funds and facilities for buying residential, trading or official units by obtaining necessary theorizations and permissions in observance of the rules and regulations;
29. Receiving ex gratia contributions from the Government and other supporting organizations and payment thereof in accordance with the rules and regulations;
30.Paying interest-free facilities from the place for allocated resources in annual budgets or governmental aids and payment thereof for supplying of capital of the cooperative companies in toto or pro tanto as well as to entrepreneur persons with the ability to work, lacking necessary capital;
31. Receiving subsidy of the interest of bank facilities and other primary investment costs for launching investment companies and allocation thereof under the rules and regulations;
32. Incumbency of the agency for managed funds and technical and credit aids and trusted funds of legal or natural persons;
33. Performing other bank operations and commercial transactions which are not banned for banks under the rules and regulations;
Note: At least 70% of the bank facilities shall be granted to the cooperative sector.
Article 8: Pillars of the bank are as follows:
1. General meeting;
2. Board and Managing Director
3. Legal auditor (Inspector).
Article 9: General meeting of the bank shall comprise the following:
1. The Minister of Cooperative;
2. Minister of Economic and Financial Affairs;
3. Minister of Industry and Mines;
4. Minister of Commerce;
5. Minister of Agriculture;
6. Minister of Housing and Urbanization
7. Vice-president of Planning and Strategic Supervision.
Note:The Minister of Cooperative shall preside over the general meeting.
Article 10: General meeting of the Bank shall be held either as regular general meeting or the extraordinary general meeting.
Article 11: Regular general meeting of the Bank shall be held at least biannually, in the first and the second six months of the year, upon invitation of the president thereof to consider and make resolutions on the annul fiscal statements and to approve the budget proposed; and the extraordinary general meeting shall be held at discretion of the president of the general meeting, or if requested by other members of the general meeting, board, or the inspector, upon the invitation of the president of the general meeting.
Article 12: Powers and duties of the regular general meeting of the Bank shall, in accordance with the relevant rules and regulations, be as follows:
1. Hearing the report on the annual performance of the Bank, and auditing the fiscal statements, asset and liability statement, and making resolutions on the fiscal statements;
2. Considering and making resolutions on the reserves, dividing the profits and allocating the Government share from the dividend for supplying parts of the governmental aids to the cooperative sector.
3. Considering and approving plans, policy and the budget proposed by the Bank;
4. Deciding about credit, fiscal, transactional, official, employment bylaws and other bylaws required by the Bank upon proposal of the board and approving them in Council of Ministers;
5. Electing board members and the managing director upon the proposal of the president of general meeting.
6. Electing legal inspectors and determining their wages;
7. Making resolutions on doubtful and uncollectible claims;
8. Making resolutions on the overall economic, credit and official policies of the Bank;
9. Other duties and powers which shall be assigned to the general meeting under the provisos herein
10. Determining resolutions on and determining salary and benefits of the managing director and board members and their bonus and fee for attendance of non-obliged members upon the proposal of the president of the meeting in observance of ratifications of the Salary and Wages Council and pursuant to article 241 of the Legal Bill of Amending Part of the Trade Act and other relevant rules and regulations for deciding in the legal competent authorities.
Article 13: The regular and extraordinary general meetings of the Bank shall be quorate if attended by at least five members; and the approvals of the regular general meeting shall be effective and enforceable upon four favorable votes.
Article 14: Powers and duties of the extraordinary general meeting of the Bank shall be as follows:
1. Making proposals concerning amending or altering articles of association as well as dissoluting and merging of the Bank with other banks in accordance with the relevant rules and regulations to the Cabinet Council; and
2. Increasing the Bank's capital.
Article 15: Board of the Bank shall consist of five individuals; and board members and the managing director shall be proposed to the general meeting by its president, and shall be appointed with his decree once approved by the general meeting.
Note: Managing director and most of the members of the board of directors should at least have 3 years of working experience in banking, financial, crediting and cooperative affairs, or should be specialized in banking, economic, cooperative and management affairs.
Article 16: Board and the managing director of the Bank may be elected for a two-year term of office, and may be re-elected. Upon expiry of the term of office of the managing director and board members, they shall remain in office unless new persons are introduced or the decree for re-election of the former members is issued.
Article 17: In its first session, the board shall elect one individual from among members thereof as the president and one as the vice- president for a two-year term of office. The president's term of office shall not exceed from term of his membership in the board.
Note 1: Meetings of the board shall be held upon the invitation made by the president thereof at least once a month, and shall be quorate if attended by at least four members; and the resolutions of the board shall be effective upon three favorable votes.
Note 2: Election of the Bank's managing director as the president of the board by the board shall be subject to approval of three quarters of the members attending the general meeting.
Note 3: The board may dismiss the president and the vice- president of the board provided that their alternatives shall be elected in the same session under the conditions set out.
Note 4: Vice-president of the board shall fulfill duties of the president of the board provisionally whenever the president fails to do so.
Note 5: Besides presiding over the meetings of the board, president of the board shall set the agenda and issue the order to serve the approvals of the board.
Note 6: The board may elect one individual among the Bank's staff as secretary of the board.
Article 18: Duties and powers of the board shall be as follows:
1. Proposing credit, fiscal, transactional, official and employment bylaws and other bylaws to the general meeting;
2. Approving internal instructions within the framework of the bylaws approved;
3. Providing and regulating fiscal statements and annual report of the Bank;
4. Providing and regulating and proposing budget and plan of the Bank;
5. Investigating organizational plan, sections, and description of duties of Bank's jobs and approving them in the legal competent authorities;
6. Determining credit policies of the Bank by considering Article 19 of Non–Usury Banking Operation Act ratified in 1983;
7. Creating, dissoluting, relocating or merging branches or agencies of the Bank inside and/or outside the country.
8. Regulating summary of assets and liabilities statement of the Bank every six months and submitting thereof to the legal inspector/auditor;
9. Making proposals concerning amending or altering the articles of association to the Bank;
10. Making resolutions on buying and selling shares, participation bonds, and other types of securities and tools and fiscal instruments;
11. Entrusting all types of instruments and documents and sums in governmental and private funds and reimbursing them;
12. Issuing the order to buy and sell movable and immovable properties of the Bank under the relevant rules and regulations;
Note: Selling immovable properties of the Bank shall be feasible if approved by the general meeting of the Bank.
13. Taking loans and credit from government and financial, credit, and banking institutions, governmental businesses or those affiliated to the Government and Municipalities under the relevant rules;
14. Making proposals concerning doubtful and uncollectable debts as well as giving discount or endowing whole or part of the original claims to the general meeting
15. The board may delegate part of its powers to the managing director.
Article 19: Duties and powers of the managing director shall be as follows:
1. Representing Bank against other persons, offices, organizations, institutes, public institutions including governmental and non-governmental, cooperative, and private ones;
2. Opening accounts with banks and institutions inside and outside the country to the Bank’s name;
3. Entering into and concluding any types of contract regarding movable and immovable properties and rights and instruments and securities and changing, canceling, rescinding, nullifying, delegating and executing them in any manner and with any natural or legal person under any condition within the limit of the Bank’s area of activity;
4. Collecting claims and repaying Bank’s liabilities;
5. Leasing and renting and assigning and canceling the lease and applying for modification of the rent and defending it in all stages and authorities and evicting the premises and applying for issuance of writ of execution and appealing of revision in the verdict issued or its execution;
6. Mortgaging properties of the Bank including movable and immovable and redemption of mortgage, even repeatedly;
7. filing, lodging, pursuing and defending any action or abandoning it with possessing all rights regarding the proceedings and at all courts and authorities and at all stages, including initial, appeal, with the right to compromise and settlement, relief, provisional order, security of evidence, objecting to the court’s verdict at all stages, restoring proceeding, claiming for forgery or denial and doubt as to instrument or deed of the other party, determining the forging party, referring the action to arbitration and electing arbitrators with the right to compromise or without it and –in general– exercising all rights and executing all tasks caused by arbitration law, determining verifier and expert, confessing whether in nature of action or a final and definite matter; action for damage and loss, abandoning of action or petition, impleading the third party and defending the action filed by the third party, counteraction, applying for arresting of persons and their properties from courts and all centers, granting further chances for collecting claims and debts of the Bank, applying for issuance of the writ of execution and pursuing the executive operations and collecting the judgment debt in favor of the bank at courts, offices and notary offices, electing proxies and agents and attorneys with the right of substitution, even frequently, fixing the attorney’s fee.
Note: Right of compromise and settlement as to action or referring thereof to arbitration shall be subject to proposal of the managing director and approval of the Bank’s board in observance of principle 139 of the Constitution of the I.R. of Iran.
8. Accepting commitments, endorsement and payment.
9. Appointing and dismissing officials and employees of the Bank and determining their positions, promotion, punishment, and executing other terms of employment within the framework of the employment and official rules of the Bank.
10. Issuing order to execute all resolutions of the meeting and the board in observance of the relevant rules and regulations;
11. Making necessary proposals to the board and fulfilling duties and powers delegated by the board to the managing director;
12. Issuing circular within the framework of the rules;
13. Agreeing on the mission and transfer of staff of the Bank to other organs, institutions and companies within the framework of the relevant rules and regulations;
14. The managing director may delegate part of his duties and powers to one of several authorities or staff members of the Bank.
Article 20: The president of board and the managing director and other members may not do any other commercial activity or have another job as long as they are in office.
Article 21: General meeting of the Bank shall appoint the Bank’s auditor as the legal inspector for a one-year term of office every year. Legal inspectors shall be dismissed or re-elected in and by the general meeting.
Article 22: Duties of legal inspectors shall be as follows:
1.Supervising execution of rules hereof and those of the Bank’s bylaw and other relevant rules;
2.Considering and commenting on the fiscal statements of the Bank and providing necessary reports to be submitted to the general meeting
3.Auditing the books and ledger and accounts of the Bank and certificate for summary of accounts of the Bank that shall be presented monthly to the Central Bank of the I.R. of Iran.
Article 23: Powers of inspectors shall be as follows:
1.Legal inspectors may attend the sessions of the general meeting without the right to vote.
2Legal inspectors may, in order to discharge their duties, audit all books and ledgers and consider all deeds and documents and assets of the Bank whenever they desire, and ask for necessary information and documents from the board in this regard; and the board shall be obliged to provide the necessary facilities in this respect.
3.Legal inspectors shall have no right to interfere with official affairs and transactions of the Bank directly, but may notify the managing director or the board of their comments in writing.
4.In cases wherein legal inspectors consider referring to specialists and experts to be necessary for fulfilling their duties, they may, upon obtaining the agreement of the chair of the board, invite one or more persons provisionally at the Bank’s expenses.
5.Any fault found by the inspectors vis-à-vis the Bank’s affairs shall be reported to the managing director and board of the Bank; and if the managing director or the board does not take the necessary action to solve the case, it shall be reported to the general meeting.
6.Resolutions and acts of legal inspectors shall be registered in special book and signed with the date being mentioned. The board may, whenever the case requires, invite the legal inspectors to hold a session to discuss the intended issues.
7.Inspectors shall be held accountable toward legal authorities, shareholders and beneficiary third persons for fulfillment of their duties and contents of reports.
Article 24: Manner of the balance sheet and the profit and loss account, amount of legal reserve, level of depreciation of Bank’s properties, as well as manner and principles of Bank’s accounting shall be based on State Monetary and Banking Act, enacted in 1972, and other relevant rules and accepted accounting principles.
Article 25: Bank’s net profit at every year shall refer to the income derived in the same year after deduction of costs, depreciation and the relevant tax. The Government’s share of the Bank’s dividend shall be spent on supplying part of the governmental contributions to the cooperative sector.
Article 26: Fiscal year of the Bank shall run from March 21st through March 20th of the next year, except for the first fiscal year, which shall run from date of establishment through March 20th of the same year.
Article 27: All assets in branches of the cooperative fund, claims and liabilities of the cooperative fund shall be deemed part of the Bank’s assets, claims and liabilities; and the Bank shall be regarded as the successor of the cooperative fund in all respects against third parties.
Article 28: The cases unpredicted herein shall abide by the State Monetary and Banking Act and other enforceable state rules and regulations.
Article 29: All operations of current accounts, obligatory paper and instruments, and contracts shall be effective and in force if signed by the managing director and a board member and approved by the board and, in absence of managing director, be signed by two board members and approved by the board; and Bank’s correspondence shall be effective and in force if signed by the managing director.
These articles of association were verified by the Guardian Council by virtue of the letter ref. 88/30/33733, written by the Guardian Council on 15/7/2009.