Articles of Association of East Azarbaijan Regional Water Authority
Reg. No. 4092- Date of Reg. March 05. 1986
Ministry of Energy
According to the proposal No. 505/1305/48910 dated 12th April, 1985 of the Ministry of Energy by virtue of Article 32 of the Law of fair distribution of water, the Council of ministers approved on 23rd April, 1985 for changing the Azarbaijan regional water Co. and Urmia Drinking Water co. into East Azarbaijan Regional Water Co. and West Azarbaijan Regional Water co.
So the East Azarbaijan Regional Water Co. was formed in accordance with the following Articles of Association:
Chapter 1- General
Article 1- name and Type of company
East Azarbaijan Regional Water Co. (PVT) which is called here after “company” will be affiliated to the Ministry of Energy.
Article 2- center of Company
The company’s main center is located in Tabriz city and its operation area will be determined by Ministry of Energy with approval of general assembly.
Note - The Company may establish branches or subsidiaries in cities other than its own practice area, with the approval of the General Assembly.
Article 3- The company has a legal personality and financial autonomy and administered in accordance with the commercial principles and provisions of the statutes and regulations of state-owned companies.
Article 4- The term of the company is unlimited
Article 5- subject and aim of company
Preparation and implementation of water supply schemes, Water Supply and utilization of water resources in its practice areas for urban, industrial and agricultural purposes; so, the company is authorized to take the following actions without limitation to meet these goals:
a. construction of reservoirs, dams, dikes, pipelines and irrigation and drainage networks and other necessary facilities as well as necessary actions to collect rainfalls and artificial recharge in order to increase groundwater resources and also administration and exploitation of them.
b. construction of desalination plants, and managing and exploiting them.
c. Performing the duties specified in the law of fair distribution of water and executing the duties of Ministry of Energy in the cases of delegated authority.
d. Conducting studies to develop and exploit of groundwater resources, to harness surface water operation and to execute the respective projects.
e. conducting research on water issues and applying new scientific and technical methods to more and better utilizing of water resources.
f. construction of hydroelectric plants, managing and exploiting them.
g. Investment and partnerships, within the provisions of the General Assembly, in institutes and domestic companies as well as research and educational institutes that are associated with company objectives.
h. Carrying out any Commercial operations and transactions necessary and effective to the objectives of the company.
Chapter 2- Capital
Article 6- the company’s capital is 100.000.000 Rials which is provided from the Note of this article and it is shared into one hundred shares of on thousand Rials that is wholly owned by government.
Note. All capital assets and movable and immovable property of Azarbaijan Regional Water Authority at the company’s under-operated area are determined by experts appointed by energy minister and then they are transferred to East Azarbaijan Regional Water Authority.
Article 7- Duties, powers, liabilities, budget, income, credits, debts, obligations and employees of the Azerbaijan Regional Water Authority at the company’s under-operated area are transferred to East Azarbaijan Regional Water Authority according to the available records.
Article 8- the company may increase or decrease its capital with the approval of the General meeting.
Article 9- Company net profit available for distribution will be consumed to facility development after determining previous year losses and deduction of one-twentieth as legal reserve.
Chapter 3- company’s components
Article 10- Company has the following components:
a. General meeting
b. Directorate Board and Managing director
c. Inspector (auditor)
Article 11- General meeting is of two types:
a. Ordinary general meeting
b. Extraordinary general meeting
Article 12- Company ordinary general meeting is held twice each year: One of which is held up to first half of March of the next year to approve the budget and work plan of the company for the next year and the other one is held up to the first half of July to consider and approve the following:
a. Investigating and commenting on the reported operation of the previous year.
b. Investigation and making decision on the company's balance sheet and profit and loss account in the previous fiscal year that, if approved, will be as the settlement of budget and recoupment of funds of the company in the relevant year.
c. Appointment of the members of the directorate Board, managing director and Legal inspector of the company.
d. Approving the formation of the company after confirmation of the Administrative and Employment Affairs Organization.
e. Approving financial and transactions regulations according to the relevant regulations after the approving by the Ministry of Economic Affairs and Finance.
f. Approval of loan and credit from domestic sources in compliance with relevant regulations.
g. making decisions on other issues of the company that require the approval of the ordinary general meeting or issues that have been put on the agenda of the Assembly.
h. Determining the compensation and benefits of the managing director and key members of the directorate as well as wage of inspector after approval of salary council.
Article 13- The ordinary general meeting is held anytime extraordinarily according to the invitation of the general meeting chairman, managing director or the written request of the Inspector with the mention of reason. The agenda shall be the same as stated in the invitation.
Extraordinary General Meeting
Article 14- Extraordinary General Meeting will be held in order to change in articles of association, increase or decrease of capital, and company dissolution.
Article 15- State share representation in general meeting is the responsibility of Minister of Energy and Minister of Economy and Finance and Minister of Planning and Budget or their representatives; and the Minister of Energy will be the chairman of the general meeting.
Article 16- Representatives of state shares can delegate their own powers to the chairman of the General Meeting in terms of facilitating and accelerating the conduct of the company affairs, except in the case of general policy, increase or decrease the capital and approval of the budget and the balance sheet. Then the decision of the meeting chairman will be considered as approvals of the General meeting.
Article 17- The invitation for the convening of the General meeting should be sent by the chairman of the Assembly for representatives of shareholders mentioning its date, location, agenda, and reason at least ten days before the meeting.
Article 18- In emergency cases (at the discretion of the chairman of the meeting) invitation formalities is not required to held meeting.
Article 19- The board of directors composed of three main members and two substitute members would be elected by the General meeting for two years and they will be reinstated until re-election and their re-election is permitted.
Note- Alternate members of the directorate board of the company will be appointed by the chairman of the General meeting and their salary and benefits will be determined by the meeting chairman with the proposal of the directorate board.
Article 20- The General meeting appoints one person as the managing director and directorate board chairman.
Article 21- Changing the directorate board members or any of them before the end of their appointment and appointing another one as their successors for the rest of the period is the responsible of General meeting.
Article 22- The directorate Board Meetings will be held at the invitation of managing director or his deputy and attendance of three members of the Board at least once a month and decisions will be taken by majority vote.
The administration of the directorate Board Meetings is the responsible of managing director and the directorate board chairman.
Note– in the case of absence one if the main members of the Board of Directors, a member of the alternative members will attend directorate board meetings at the invitation of Chairman of the Board. In the case of the absence of Chairman of the Board one of the main members of the board will take the responsibilities in the authority limits.
Article 23- The directorate board will have a notebook to record all decisions mentioning minority views and signed by those attending the meeting.
Article 24- Authorities of the directorate board:
Article 25- Either managing director or directorate members including main and alternate members must be available all the time in the Company and cannot have another mandated and non-mandated job.
Note- Each members of the Board of Directors will be responsible for carrying out part of the company's affairs based on the decision of the directorate board chairman and will not receive additional wages.
Article 26- the managing director takes the responsibility of managing all of the company affairs including financial, accounting, employment as well as personnel, organization, transactions, and expenses management and keeping the property As well as the necessary supervision on administrative, financial and technical affairs and branches, agencies, and other relevant institutions as well.
Article 27- Managing director is the Chief administrative official and the presidency on all subsidiary units. The managing director has the authority in the scope of regulations of this association and approved budget as well as the company's Representative to all judicial authorities and natural and legal persons with the right of substitution. He also may transfer all or part of his authorities to any of directorate board members or senior staffs by his own recognition and responsibility.
Note- Referring claims and disputes to arbitration and selection of judges, and making concessions depend on the approval of the directorate board and General meeting observing the relevant provisions.
Article 28- Managing Director determines and imparts the execution methods in the scope of provisions and approved codes of the company.
Article 29- Director will prepare the annual budget, organization, balance sheet, profit and loss account, statement of assets and operations in compliance with the relevant regulations and submits it to the general meeting for approval following approval of directorate board.
Article 30- Managing director prepares employment, financial, transactional, operational, administrative, and welfare codes of company and submits them to general meeting for approval.
Article 31- All checks, documents, financial sheets, commitments and contracts must be signed by the managing director and a member of the directorate board or authorized representatives.
Article 32- the managing director shall send a copy of the balance sheet, profit and loss account, and company assets at least twenty days prior to the propose in the directorate board for review and comment by inspector.
Note– official correspondences will be issued following signing by the managing director or those who have the right to sign issued.
Article 33- The company has one inspector who is selected by general meeting and the proposal of Minister of Economic Affairs and Finance for duration of one year. The inspector’s tasks will be in accordance with the Commercial Code.
Note- the inspector’s wage will be determined by the general meeting.
Article 34- Actions of the inspector in the execution of his duties should not prevent normal work flow of the company.
Article 35- Fiscal year of the company starts from the second half of March and ends in the second half of March of the same year except for the first year, which begins on the date of this association approval.
Article 36- The company is required to prepare the necessary codes within six months, and then to implement them following approval of general meeting. As long as the codes are not approved the previous provisions of Azarbaijan Regional Water Authority remains will be remained.
Article 37- Changes and necessary amendments to the association and dissolution of the company will be approved by the cabinet upon approval of the extraordinary general meeting.
Article 38- items which unforeseen in this association will be act according to the relevant law.
Mir Hossein Mousavi