Chapter 1 - General Provisions

Article 1: Based on the Law on the Establishment of the Joint Stock Company of the Technical and Soil Mechanics Laboratory, approved on April 17, 1983, the Special Joint Stock Company of the Technical and Soil Mechanics Laboratory affiliated with the Ministry of Roads and Transportation is established, and it will be governed by the provisions of this Articles of Association and the relevant regulations applicable to government companies. Henceforth, whenever the term "company" is mentioned in this Articles of Association, it refers to the Joint Stock Company of the Technical and Soil Mechanics Laboratory.

 

Article 2: The company possesses its own legal entity and financial autonomy.

 

Article 3: The duration of the company is unlimited, and its headquarters is in Tehran. The company can establish branches and representative offices in provincial centers, other cities within the country, and abroad with the approval of the General Assembly.

 

Article 4: The general subject of the company is as follows:

1. a) Study of the physical and mechanical properties of soils and construction materials.
2. b) Selection and determination of appropriate methods for conducting related tests.
3. c) Conducting technical tests and controlling the execution of operations to ensure compliance with specific technical specifications.
4. d) Providing training for experts, technicians, and specialists to enhance the company's workforce and meet the requirements of other departments.
5. e) Provision, purchase, and sale of all services related to the subject of the company.
6. f) Offering laboratory-based scientific and technical research resources to train employees in soil mechanics, aligning with advancements and progress in the field.
7. g) Conducting calculations, studies, designs, supervision, and consulting services, as per the regulations of the Planning and Budget Organization, through the consulting engineers of the laboratory in the mentioned areas.
8. h) Establishing connections with domestic and international scientific sources to facilitate the exchange of information and novel methodologies.
9. i) Carrying out any tasks and operations within the scope of the company's responsibilities and powers.

 

Article 5: The initial capital of the company is 1 million Iranian rials, divided into 100,000 shares worth 10,000 rials each, and all shares are owned by the Islamic Republic of Iran.

 

Note: Pursuant to Article 2 of the Law governing the establishment of the Technical and Soil Mechanics Laboratory Joint Stock Company, which was ratified by the Islamic Consultative Assembly on January 17, 1983, the board is obligated, within 8 months of these Articles of Association being approved, to assess all movable and immovable properties, assets, claims, debts, and obligations of the company through official judicial experts. In the absence of an official judicial expert, this assessment should be conducted by selected experts appointed by the General Assembly. Once the actual capital amount is determined, it will be considered as an increase in the company's capital upon approval by the General Assembly.

 

Chapter 2 - Company Structure

 

Article 6: The company structure consists of:

1. a) General Assembly
2. b) Board of Directors
3. c) Inspector

 

Article 7: The General Assembly consists of the Ministers of Roads and Transportation, Economic Affairs and Finance, and Planning and Budget, and will be chaired by the Minister of Roads and Transportation.

 

Note: The General Assembly is formed in ordinary and extraordinary sessions.

1. a) Determining the general policies of the company.
2. b) Evaluating and deciding upon the reports presented by the Board of Directors, annual operational plans, and budgets of the company, in addition to examining the balance sheet and profit and loss statements of the company, taking into account the reports provided by the Board of Directors and the Inspector.
3. c) Making decisions regarding the distribution and method of allocating special dividends.
4. d) Approving financial, transactional, administrative, and employment regulations, as well as other necessary regulations in compliance with the relevant laws.
5. e) Dismissal or approval of the appointment of the Board of Directors, CEO, Chairman of the Board of Directors, and Inspector.
6. f) Making decisions regarding the establishment or modification of branches or representative offices within or outside the country, upon the recommendation of the Board of Directors.
7. g) Determining the salaries, benefits, and remuneration of the CEO, Board of Directors members, and Inspector.
8. h) Making decisions regarding other matters that fall under the responsibilities of the General Assembly according to the Commercial Law.
9. i) Making decisions regarding the referral of disputes to arbitration, as well as decisions regarding settlement in lawsuits and the retrieval of lawsuits, submitting them to competent authorities for decision or compliance with the principle of Article 139 of the Constitution.
10. j) Deciding on matters pertaining to the company's responsibilities, such as investments, participation, or public distribution.
11. k) Approving the organization of the company after obtaining approval from the Administrative and Employment Organization of the country.
12. l) Making decisions regarding suspicious or irrecoverable claims proposed by the Board of Directors.
13. m) Making decisions regarding other matters relevant to the company's duties.

 

Article 9: Ordinary General Assembly meetings will be held twice annually, once in the first quarter of the year to approve the previous year's balance sheet and profit and loss account and express opinions on the draft budget of the company, and another meeting in the second half of the year to approve the budget and discuss other matters specified in the agenda of the General Assembly.

 

Note 1: The Board of Directors, CEO, and Inspector have the right to attend General Assembly meetings to provide advisory opinions, but they do not have voting rights. The General Assembly must be convened in writing by the CEO, and the agenda must be attached to the invitation sent to the members of the General Assembly.

 

Note 2: The resolutions of the General Assembly, whether ordinary or extraordinary, are reached through a majority vote. Extraordinary General Assembly gatherings are convened based on proposals from the Chairman of the General Assembly, CEO, or Inspector.

 

Note 3: It is the responsibility of the Chairman of the General Assembly to issue written invitations to the representatives and shareholders, ensuring that they receive them at least ten days prior to the scheduled General Assembly meeting.

 

Article 10: Extraordinary General Assembly gatherings are convened in the following circumstances:

 

Proposing changes to the Articles of Association.

Increasing or decreasing the capital.

Proposing the dissolution of the company.

 

Article 11: The Board of Directors comprises three primary members and one alternate member. The appointment of the Chairman of the Board of Directors, who also serves as the company's CEO, is made by the General Assembly based on the suggestion of the Chairman of the General Assembly. The appointment of other primary and alternate members of the Board of Directors is made upon the recommendation of the Chairman of the Board of Directors and the approval of the General Assembly. The tenure for members of the Board of Directors and the CEO is two years, with the possibility of reappointment for subsequent terms.

 

Note: The Board of Directors selects one person as a secretary to record the decisions of the Board of Directors, including the opinions of the members, in a dedicated office book, and obtain the signatures of the attendees at the meeting.

 

Article 12: Responsibilities and Authorities of the Board of Directors.

1. a) Managing the affairs of the company in accordance with the relevant laws, regulations, and compliance with the Articles of Association, and implementing the resolutions and decisions of the General Assembly.
2. b) Preparing the annual budget and plan of the company for approval by the General Assembly.
3. c) Preparing and preparing the balance sheet, profit and loss account, and other financial statements of the company annually for submission to the General Assembly.
4. d) Preparing financial and transactional regulations, organizational structures, or proposing amendments to the Articles of Association for submission to the ordinary General Assembly or extraordinary General Assembly, as required.
5. e) Making decisions on matters raised by the CEO and Inspector.
6. f) Overseeing the execution of ongoing programs in accordance with the company's policies and objectives.
7. g) Proposing increases or decreases in capital to the General Assembly.
8. h) Proposing any plans to solve issues related to the improvement and advancement of company affairs to the General Assembly, as well as obtaining credit by borrowing from banks and government institutions and repaying loans to individuals with the approval of the General Assembly.
9. i) Being responsible for the overall management of the company, including financial and accounting supervision, disciplinary actions, personnel and organizational management, transactions, expenditure control, and necessary supervision over administrative, financial, technical, branches, and representative offices, and other relevant institutions.
10. j) Issuing administrative correspondence, signed by the CEO or authorized signatories designated by the CEO.
11. k) Determining the powers of attorney and legal advisory rights for the company, with the approval of the General Assembly.

 

Article 13: The CEO and Chairman of the Board of Directors hold the highest executive position and are responsible for the smooth operation of the company and the protection of its rights and assets. Their duties and authorities are as follows:

1. a) Implementing the resolutions of the General Assembly and the Board of Directors and supervising all administrative, technical, and financial affairs of the company in accordance with the relevant regulations.
2. b) The recruitment, termination, and appointment of employees shall be carried out in accordance with the regulations applicable to government companies, while adhering to the approved budget and organizational requirements.
3. c) The publication of the scientific journal of the Technical and Soil Mechanics Laboratory shall be ensured.
4. d) The Chairman of the Board of Directors and the CEO of the company possess complete authority to represent the company in all courts, legal bodies, and private institutions, without the need for delegation, acting as the non-representative and fully authorized representatives of the company.
5. e) The CEO may delegate all their authorities to one of the Board of Directors' signatories or one of the company's employees in case of mission or leave.
6. f) Securities and financial commitments of the company must be signed by the CEO and the responsible person for financial affairs, and in the absence of the CEO, by one of the Board of Directors' signatories selected by the Board of Directors. Official documents, expenses, and checks in the company's branches must also be signed by the branch manager and the respective financial affairs officer appointed by the Board of Directors.

 

Article 14: The appointment of the company's Inspector is based on the recommendation of the Minister of Economic Affairs and Finance and the approval of the General Assembly, for a term of one year. They may be reappointed for consecutive terms.

 

Article 15: Responsibilities and Authorities of the Inspector:

1. a) Conducting a thorough examination of the annual report, reviewing the balance sheet, performance, profit and loss accounts, and financial statements of the company, comparing them with the company's records and documents, and providing opinions on them.
2. b) Preparing, reviewing, and reporting on the operations and financial activities of the company annually to submit to the General Assembly at least 25 days before the General Assembly meeting.
3. c) The Inspector has the right to request any necessary information from the CEO or other company employees and examine the company's records and files without causing interruptions in the company's affairs. The company authorities are required to furnish the essential information to the Inspector.
4. d) The Inspector may utilize internal and external experts and specialists, as well as other necessary facilities, to perform their duties. The CEO of the company shall provide the necessary facilities to the Inspector to carry out their duties.

 

Chapter 3 - Financial and Administrative Affairs

Article 16: The company's financial year commences on the first day of Farvardin (the first month of the Iranian calendar) each year and concludes on the last day of Esfand (the twelfth month of the Iranian calendar) of the same year, except for the initial year, which begins from the date of approval of these Articles of Association and concludes in Esfand of the same year.

 

Article 17: The provisions of this Articles of Association, consisting of three chapters, 18 articles, six footnotes, and 50 clauses, will be effective from the date of approval. Until the approval and notification of the regulations pertaining to this Articles of Association, the laboratory will operate based on the previous laws and regulations.

 

The above Articles of Association, consisting of 18 articles and six footnotes, was approved in the session of the Islamic Consultative Assembly on Friday, 18th of Bahman, 1363 (February 7, 1985), and has been ratified by the Guardian Council on 20th of Azar, 1363 (December 11, 1984).

 

President of the Islamic Consultative Assembly

Akbar Hashemi