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Articles of Association of the Iranian Heart Association

CHAPTER 1- Overview

Article 1- On the strength of Resolution 262 of the Supreme Council of the Cultural Revolution and the by-laws thereof, the scientific society of the Iranian Heart Association (hereinafter called “the Association”) is formed on the basis of the following articles.

Article 2- The Association shall engage only in scientific, research, specialized, and technical fields , and its members shall not engage in political activities and nor shall they be affiliated with any political parties.

Article 3-The Association is non-profit, and from the ratification date of the Commission of the subject of Article 4, ratified in the 262nd session of the Supreme Council of the Cultural Revolution, and registration in Companies Registration Bureau shall have a legal entity and its Board of Directors’ Chairperson shall be its legal representative.

Article 4-The central office of the Association is in Tehran, and its branches may be set up anywhere in the country.

Article 5-The Association is of Iranian nationality.

Article 6- Upon the approval of these Articles of Association, the Association shall be formed for an unlimited time and shall be bound to observe the laws of the Islamic Republic of Iran.   

CHAPTER 2- Duties and Objectives

Article 7- In order to achieve the objectives in Article 2, the Association shall be engaged in the following activities:

7-1- Forging scientific, technical,  research, and educational relationships among researchers, specialists, and other experts dealing with the different domains of cardiovascular medicine

7-2- Cooperating with the Iranian Ministry of Health, Treatment, and Medical Education as well as universities and educational and research institutes with respect to planning educational and research programs and holding conventions and refresher courses

7-3- Evaluating and reviewing educational and research programs and offering necessary recommendations

7-4- Providing educational, scientific, research, and technical services

7-5- Encouraging scientists, researchers, and university students in advancing their scientific, research, and educational endeavors

7-6- Preparing, compiling, and publishing scientific and educational journals and holding educational and research refresher courses in domestic and international levels in accordance with the current laws and regulations of the country

CHAPTER 3- Membership

Article 8- Membership in the Association shall be in the following forms:

8-1- Continuous membership: The Founding Board of the Association and all individuals    with a minimum academic degree of specialty in one of the branches of cardiovascular medicine or associate disciplines thereof may become a member of the Association in accordance with the rules stipulated in these Articles of Association.

8-2- Associate membership: Individuals holding a specialty degree in one of the branches of cardiac surgery, pediatric cardiac surgery, thoracic surgery, cardiac anesthesiology, nuclear cardiology,  and vascular surgery may become a member of the Association.

8-3- Honorary membership: Iranian and foreign dignitaries with distinctive scientific, cultural, and social pedigree or history of valuable support for the advancement of the objectives of the Association may become honorary members.

Note 1- The associate members may become continuous members subject to fulfillment of the relevant criteria and approval of the Board of Directors.

Note 2- The continuous members shall fulfill the conditions of the Founding Board and Board of Directors stipulated in Article 7 of the By-Laws on the formation and duty description of the Commission of the subject of Article 4, ratified in the 262nd session of the Supreme Council of the Cultural Revolution.

Article 9- Every member of the Association shall pay an annual sum as membership fees, the amount of which shall be determined by the Board of Directors and approved by the General Assembly.

Note- Payment of membership fees shall not create any right to the assets of the Association for the member.

Article 10- Membership of the Association shall be terminated in the following situations:

10-1- The member’s resignation in writing

10-2- Non-payment of the annual membership fees within the deadline set by the Board of Directors

10-3- Lapse of any membership conditions and also definite conviction in primary or supreme disciplinary councils of the Medical Council resulting in temporary or permanent ban from practicing medicine.

Note 1- The period of membership suspension shall be the same as that of the ban from practicing medicine.

Note 2- Final decision on non-admission and also revocation of membership shall be subject to the approval of the Supervisory Board on the Activities of Associations or the Board of Directors.

CHAPTER 4- Principal Members of the Association

Article 11- The Association shall have the following principal members:

11-1- General Assembly

11-2- Board of Directors

11-3- Inspector

A-    General Assembly

Article 12- General Assemblies shall be convened through the gathering of the continuous members of the Association in the two following forms:

12-1- Ordinary General Assemblies, to be held once every three years, shall deal with current affairs of the Association and may be convened extraordinarily if necessary.

12-2- Extraordinary General Assemblies, to be held if necessary, may propose appropriate amendments to the Articles of Association or take decisions on the dissolution of the Association. The amendments shall take effect subject to the approval of the Commission of the subject of Article 4, ratified in the 262nd session of the Supreme Council of the Cultural Revolution. General Assemblies shall be convened at the invitation of the Board of Directors or Inspector or one-fifth of the continuous members.

Note 1- Ordinary and Extraordinary General Assemblies shall each reach a quorum with the presence of half plus one of the members, and decisions shall be approved by majority vote.

Note 2- In the first session of the General Assembly, one person as chairperson and two persons as secretaries shall be elected from among the members. The Ordinary and Extraordinary General Assemblies shall be held subject to one month’s advance notice in newspapers or, if necessary, written invitations containing the date, venue, and agenda of the meeting.

Note 3- In the event of a lack of quorum for the Ordinary and Extraordinary General Assemblies, invitations shall be served to the members within one month informing them of the outcome of the previous invitation; the following session shall be official regardless of the number of members present thereat.

Article 13- Duties of the Ordinary General Assemblies

13-1- Hearing the report of the Board of Directors and Inspector and investigating and making decisions with respect to the operation statement of the Association

13-2- Making decisions as regards the balance sheets and budgets of the Association and the amount of membership fees

13-3- Electing or dismissing the members of the Board of Directors

13-4- Electing one of the members as Inspector and another person as alternate inspector

13-5- Ratifying all By-Laws and necessary acts

13-6- Choosing a widely circulated newspaper for the Association’s notices

Note: The presence of the representative, mentioned in Note 1 Article 10 of the By-Laws on the formation and duty description of the Commission of the subject of Article 4, ratified in the 262nd session of the Supreme Council of the Cultural Revolution, shall be necessary for all the sessions of the General Assembly to be officially valid.

B-    Board of Directors

Article 14- The Board of Directors shall be comprised of 7 persons, 2 of whom are elected alternate members. The election of the members in question shall be put to the vote among the continuous members once every three years during a session of the Ordinary General Assembly. Re-election is permissible, and membership in the Board of Directors is honorary. Re-election for the chairman of the Board of Directors is permissible only twice.

Note: The sessions of the Board of Directors, valid with the presence of two-third of the members, shall be held at least every one month. Decisions shall be taken by majority vote. 

Article 15- The Board of Directors shall choose one chairperson, one vice-chairperson, one managing director (if necessary), and one treasurer by majority vote in writing.

Note 1: The chairperson of the Board of Directors shall be responsible for the running of the current affairs of the Association and executing the decisions of the Board of Directors and shall be the legal representative of the Association in different official quarters.

Note 2: The signature of the chairperson of the Board of Directors in conjunction with that of the treasurer and seal of the Association shall validate all binding papers. The Association’s official correspondence shall be valid if bearing the signature of the chairperson of the Board of Directors or vice-chairperson in his or her absence.

Note 3: Any member of the Board of Directors failing to participate in three consecutive or five alternate sessions of the Board of Directors with no legitimate excuse shall be dismissed.

Note 4: In the event of resignation, dismissal, or death of any member of the Board of Directors, an alternate member shall fulfill the duties for the remainder of the membership period.

Article 16- At least four months prior to the expiration of its tenure, the Board of Directors shall be obliged to summon the members for a session of General Assembly in order to elect a new board and shall be required to promptly send a copy of the proceedings to and inform the Iranian Ministry of Health, Treatment, and Medical Education of the results.

Note: The previous Board of Directors shall be responsible for the running of the Association until the new Board of Directors has been approved by the Iranian Ministry of Health, Treatment, and Medical Education.

Article 17- Duties and powers of the Board of Directors

17-1- Inviting the members to the Ordinary and Extraordinary General Assemblies

17-2- Executing the decisions taken in the General Assemblies

17-3- Holding scientific, technical, and research gatherings in accordance with the current laws of the country

17-4- Compiling statutes and by-laws

17-5- Presenting the General Assembly with operation statements of the Association

17-6- Presenting balance sheets to the General Assembly

17-7- Accepting financial aids to the Association

17-8- Proposing amendments to the Articles of Association during an Extraordinary General Assembly

17-9- Running the affairs of the Association within the framework of the Articles of Association

17-10- Setting up various executive and expert committees and determining the kind and scope of the activities thereof and supervising them

17-11- Choosing and introducing representatives of the Association to international and domestic scientific gatherings in accordance with the current laws of the country

17- 12- Advocating the Association in lawsuits filed against it and filing lawsuits against natural and legal persons throughout the entire course of legal proceedings

17-13- Deciding on applying for membership in domestic and international societies in accordance with the current laws of the country

17-14- Proposing the dissolution of the Association to the Extraordinary General Assembly

C-    Inspector

 Article 18- The Association shall have one Inspector and one alternate inspector, both of whom shall be elected from among the continuous members by majority vote of the continuous members during an Ordinary General Assembly.

Article 19- The responsibilities of the Inspector are as follows:

19-1- Investigating all financial documents of the Association and reporting the results to the General Assembly

19-2- Investigating the reports, financial or otherwise, of the Board of Directors and presenting an operation statement to the General Assembly

19-3- Reporting any contravention by the Board of Directors of the Articles of Association to the General Assembly

19-4- Summoning an Extraordinary General Assembly if necessary

Article 20- The Inspector may attend the sessions of the Board of Directors without having the right to vote. The Inspector may demand the accounts and books of the Association at any time.

Article 21- At the end of every fiscal year and at least 45 days prior to the next session of the General Assembly, the Inspector shall receive the operation statement and balance sheets from the Board of Directors for approval.

Article 22- The following constitute the financial sources of the Association:

22-1- Membership fees

22-2- Financial aids

 

CHAPTER 5- Conditions for the Dissolution of the Association

Article 23- Upon request by the Board of Directors or Inspector or one-third of the continuous members and approval of the Extraordinary General Assembly for any reason, the Association may be dissolved.

Article 24- The Extraordinary General Assembly responsible for the dissolution of the Association shall decide upon the formation of a liquidation committee and the duration of the mandate thereof during the same gathering.

Article 25- The liquidation committee shall present a report on its activities to the Extraordinary General Assembly. The termination of the liquidation process shall be approved by the Extraordinary General Assembly, and a notice shall be served to the Iranian Ministry of Health, Treatment, and Medical Education as well as a widely circulated newspaper.

Note: The remainder of the assets following the determination of debts and expenses shall be donated to an educational and research institute of the country.

CHAPTER 6- Other Regulations

Article 26- In the event that plans, programs, or measures envisaged in the Articles of Association are related, in any way, to the responsibilities of a ministry or government organization, only after the obtainment of official permit from the said organs shall the plans, programs, or measures be executed.

Article 27- These Articles of Association, comprising 6 Chapters and 27 Articles, were approved by the General Assembly in 1993.