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:: Constitution of Association ::

  Constitution of Association

 

   One: Generalities and Objectives

  Article 1. In an attempt to expand, promote and enhance ethics in science and technology, develop quality expert manpower and improve education and research in specialized disciplines, ethics in modern issues and ethics and the society, to study and utilize religious teachings and the national culture to enhance ethics in science and technology, and to expand communication and exchange of intellectual, scientific and cultural ideas among scientists, philosophers and religious scholars regarding ethics in science, the Iranian Association for Ethics in Science and Technology, hereafter called the "Association", will be established.

 

  Article2. The Association will be a non-profit institution to be active in scientific, research and technological fields, and will have a legal entity as of the date of its registration; the president of the board of directors will be the legal representative of the Association.

 

  Article 3. The head office of the Association will be located in Tehran: the Association may have branches in any part of Iran upon the approval of the Commission for Scientific Societies.

 

  Note. The board of directors may change the location of the head office of the Association if necessary, provided that the issue is announced in a daily official gazette. The Commission for Scientific Societies of the Ministry of Science, Research and Technology will be notified in writing.

 

  Article 4. The Association will be established for an indefinite period of time as of the date of the adoption of this document, and will undertake to abide by the law of the Islamic Republic of Iran.

 

  Responsibilities and Activities

 

  Article 5. The Association will take the following measures in order to achieve the objectives mentioned in Article 1 of the present Articles of Association:

 

  5.1. To conduct scientific and cultural research at national and international levels with researchers and scientists who are in some way involved in ethics in science and technology;

  5.2. To cooperate with administrative, scientific and research institutions in the assessment, review and execution of the plans and programs relevant to education and research in those scientific fields included in the objectives of the Association;

  5.3. To encourage researchers and honor outstanding researchers and professors as well as those committed to professional ethics;

  5.4. To render educational, research and technical services;

  5.5. To hold regional, national and international scientific conventions;

  5.6. To publish scientific books and periodicals;

  5.7. To compile standards and set criteria of professional ethics,

 

  Types and Conditions of Membership

 

  Article 6: Membership

  6.1. Permanent Membership

  Founders of the Association and all individuals with at least a PhD in science and technology and related disciplines may become permanent members of the Association

  Note: Holders of Master degrees with a long record of activity in science and technology or related disciplines may be accepted as permanent members upon approval by the board of directors.

 

  6.2. Associate Membership

  Holders of Bachelor degrees with five years of experience in those disciplines mentioned in 6.1 may be granted an associate membership.

 

  6.3. Student membership

  All students of science and technology majors may be granted student membership.

 

  6.4. Honorary Membership

  Iranian and foreign individuals holding particularly important scientific positions in scientific, ethical, social and global cultural fields, or those who have contributed significantly to the advancement of the objectives of the Association may become honorary members of the Association.

 

  6.5. Institutional Membership

  Organizations active in cultural, social, scientific and research fields may be granted membership to the Association.

 

  Note 1. Holders of Bachelor degrees in one of the disciplines mentioned in 6.1 may become permanent members of the Association upon approval of the board of directors.

 

  Note2: Institutional members will be treated as associate members.

 

  Article 7. Each member will pay an annual membership fee, to be determined by the general assembly of the Association.

 

  Note 1. Payment of the membership fee will not constitute any rights or claims for the member towards the assets of the Association.

  Honorary members of the Association will be exempt from paying membership fees.

  Membership will be terminated in the following cases;

  8.1. Written resignation of the member;

  8.2. Failure to pay the annual membership fee.

  Termination of membership will have to be approved by the board of directors.

  Paragraph Four: Organs of the Association

 

  The main organs of the Association are;

  A. General assembly B. Board of directors C. Auditors

  A. General Assembly

  Permanent members will hold general assemblies on a regular basis or on special occasions.

  10.1. Regular general assemblies will be held once a year with the presence or vote of half plus one of the total permanent members of the Association; decisions thus made will be valid with a majority of votes.

  10.2. A special general assembly will be held if necessary at the invitation of the board of directors or the auditor(s) or upon written request of one third of permanent members.

  10.3. Should the general assembly fail to achieve a quorum, votes will be cast through mail as per by- law to be drawn up the board of directors.

  The general assembly will be invited by written communication or publication of a notice in a public daily newspaper at least fifteen days before the meeting is hold.

  One third of permanent members may directly call for a special assembly provided that the board of directors and also the auditors reject their request to do so; under such circumstances they will mention the non-acceptance of their request by the board of directors or the auditors in their invitation.

  Should the above note be realized, the agenda of the general assembly will exclusively include the subject mentioned in the letter of request.

  Conditions to hold a special general assembly will be the same as the regular general assembly, and decisions will be valid with two thirds of present votes.

  Responsibilities of the general assembly

  A. Regular general assembly

  - To appoint members of the board of directors and the auditor (or auditors, should more than one auditor be needed);

  - To approve the policies of the Association;

  - To examine and adopt proposals by the board of directors and auditor(s);

  - To determine membership fee;

  - To dismiss the board of directors and the auditor(s);

  - To examine and adjust the balance sheet and statements of incomes and expenses of the previous financial year as well as the Association's budget for the following year.

  B. Special general assembly

  - To adopt changes in the content of the Articles of Association;

  - To approve the dissolution of the Association.

 

  General assemblies will be presided over by a board consisting of a chairperson, a secretary and two observers.

  Members of the above board are not eligible for membership in the board of directors or to serve as an auditor.

  C. Board of directors

  Article 12 : The board of directors will consist of nine principal and two alternate members who will be elected from the permanent members of the Association by vote.

 

  12.1. None of the members may be elected on the board of directors for more than two consecutive terms.

 

  12.2. Membership of the board of directors will be honorary.

 

  12.3. The board of directors will hold a meeting at most within one month after the election and will then appoint a president, a vice- president, a secretary and a treasurer, and define the duties of each member.

 

  12.4. All liability documents and securities will be valid only with the signature of the president or the vice – president and the treasurer and must bear the seal of the Association: official letters will be valid with the signature of the president or the secretary of the Association.

 

  12.5. The board of directors will hold a meeting once a month if necessary. The interval between the sending of the invitations to or calling the members and date of the meeting must be at least one week.

 

  12.6. Meetings of the board of directors will have quorum with the presence of the majority of the members; decisions will be valid with a majority of votes.

 

  12.7. All approvals of the board of directors will be registered and kept in the book of minutes of the board of directors upon signature of the members.

 

  12.8. Members of the board of directors must attend meetings; unjustified absence of a member in three consecutive or five intermittent meetings will be considered as resignation of the absent member upon the decision of the board of directors.

 

  12.9. In the event of resignation, dismissal or decease of a member of the board of directors, an alternate member will take over for the remaining tenure of the board of directors.

  12.10. The auditor (s) may attend the meetings of the board of directors without the right to vote.

 

  Article 13: The board of directors is the legal representative of the Association, with the following duties and powers;

 

  13.1. To handle the current affairs of the Association according to this document and also the resolutions of the general assembly;

 

  13.2. To establish the scientific groups of the Association, and to define their responsibilities and supervise their activities;

 

  13.3. To have the power to take action and enter transactions deemed necessary for the transfer of immovable properties, to replace them with new items, to mortgage and redeem and borrow, except for the irrevocable transfer of immovable properties, which action requires the approval of the general assembly.

 

  13.4. Except in cases for which decision and action falls exclusively within the competency of general assemblies as per the provisions of the Articles of Association, the board of directors will have the necessary authority to handle affairs, provided that the limits of the subject of the activity are observed.

 

  13.5. To prepare the annual report and to draw up the financial balance sheet and statement of incomes and expenses of the Association, to be approved by the general assembly and to be submitted to the supervising authority on time .

 

  13.6. To file petitions and to respond to petitions filed by legal entities with all authorities (courts) and investigation stages with the right to appoint an attorney and the right to substitute said attorney.

 

  13.7. To select and introduce the Association's representatives for participation in domestic and foreign scientific conventions;

 

  13.8. To execute scientific plans and programs within the framework of the Association's responsibilities;

 

  13.9. To receive donations and financial aids;

 

  13.10. To grant research and educational scholarships;

 

  13.11. To make decisions concerning the membership of the Association in domestic and foreign societies in keeping with current regulations of the country;

 

  13.12 . To send necessary reports to the Commission for Scientific Societies for the Ministry of Science, Research and Technology;

 

  13.13. To invite the general assembly to appoint a new board of directors at most four months before the termination of its tenure, and to immediately send the results, together with the minute of the general assembly, to the Commission for Scientific Societies.

 

  13.14. establishment of policy-making council from the founders and prominent members with a noticeable history of activity in the Association in order to evaluate ethical issues in science & technology and suggestion of strategies, policies and solutions to the board of directors for approval and execution.

 

  Note: The previous board of directors will continue to handle the affairs of the Association until the Commission for Scientific of the Ministry of Science, Research and technology endorses the new board of directors;

 

  C. Auditor(s)

 

  Article 14: The general assembly will appoint a principal auditor and an alternate auditor for a period of three years.

 

  Note: Auditor(s) may be re-appointed.

 

  Article 15: The auditor(s) will have the following duties;

 

  15.1. To examine financial documents and books of the Association and to prepare a report for the general assembly;

 

  15.2. To examine the annual report of the board of directors and to prepare a report on the performance of the Association for the information of the general assembly

 

  15.3. To report any violation of the provisions of the Articles of Association by the board of directors to the general assembly

  Note: The board of directors will unconditionally put at the disposal of the auditor(s) all instruments and documents of the Association, both financial and non- financial, for examination.

 

  Scientific Groups of the Association

 

  Article 16: The Association may establish specialized groups and committees temporarily or permanently as per the type of activities in which they will be involved according to the job description determined by the board of directors.

 

  Budget and Miscellaneous Cases

 

  The financial resources of the Association are;

  17.1. Membership fees;

  17.2. Incomes received from rendering educational, research and counseling services and from the sale of scientific books and periodicals;

  17.3. Donations and aids.

  17.4. All revenues and incomes of the Association will be spent to achieve the objectives mentioned in Article 15 of this Articles of Association.

 

  Article 18: Incomes and expenditures of the Association will be registered in legal books, and details will be sent to the commission for Scientific Societies of the Ministry of Science, Research and Technology every year after the approval of the general assembly.

  Article 19: All Association funds will be deposited into a special account with one of the banks of the country in the name of the Association.

  Article 20: None of the founders or capital holders shall be entitled to draw money or allocate interests and dividends to something or someone, nor may they or their immediate relatives be able to enter transactions with the Association.

 

  Article 21: All documents and financial and non- financial files on the activities of the Association will be kept at the head office of the Association and will be open to inspection by supervising or other authorities upon request.

  Article 22: Any change in the provisions of the Articles of Association will be valid only after ratification by the Commission for Scientific Societies of the Ministry of Science, Research and Technology.

 

  Article 23, The Association will be Iranian in nationality; its members will not be entitled to engage in political activities or to join political groups and parties in the name of the Association.

 

  Article 24, Should the general assembly approve the dissolution of the Association, the same assembly will appoint a liquidating board to pay debts and collect claims for the Association. The liquidating board will transfer all the movable and immovable assets of the Association to an educational or research institute in the country after collecting claims and paying debts under the supervision of the Ministry of Science, Research and Technology.

 

  Article 25 , This Articles of Association consists of 6 paragraphs, 25 articles, 47 sub- articles and 17 notes, and was adopted by the general assembly on June 2004.

 

 

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