IN THE NAME OF GOD

Articles of Association of Hamgen (Homogenous) Plastic Industries Specialty Association

In the execution of Note 41 of Second Development Plan Act and the Ratification No. 1/12/16680 dated Jan. 2, 1999 of Administration High Council and for the purpose of public participation of owners of industries in decision making, planning and removal of implementation problems and establishing and maintaining coordination between plastic industries and proper and optimized utilization of all existing industrial and manpower capacities and logical relation with the Ministry of Industries and Mines and other ministries and institutes, Hamgen Plastic Industries Association, hereinafter referred to as “The Association” which is a non-political and non-profit formation, is established in order to commence working and be administered according to the articles of association within the framework of the governing regulations.

Chapter One – Generalities

Article 1- The name of the association is “Hamgen Plastic Industries Specialty Association of Tehran Province”, which is hereinafter referred to as “The Association” and the type of the said association is specialty, technical, non-profit, and non-political association.

Article 2- The duration of activity of the association is unlimited.

Article 3- The nationality of the association is Iranian.

Article 4- The location of activity of the association is in Tehran Province and the head office of the association is as follows: No. 72, West 1^st St., Ettehad St., Abali Rd., Tehran.

NOTE 1- If required, the board of directors may change the head office of The Association, in which case, the matter shall be informed to the Industrial and Mines Organization of Tehran province and shall be published in the gazette, subject of article 16.

NOTE 2- The Association may establish offices in any city inside Tehran province with the ratification of the board of directors, while the matter shall be informed to the Industrial and Mines Organization of Tehran province. The method of activity of the office shall be determined by the board of directors.

Article 5- The Objects and Goals of the Association Consisted of:

1- Establishment of databases, identification of the markets of products of members, the status and position of competitors in the markets, supplier of scarce raw materials and commercial information required by the members.

2- Assisting the holding of applied and technical, specialized, managerial on-the-job training schools required by the members and personnel of the member units (utilizing maximum facilities existing in the country).

3- Assisting in the quantitative and qualitative upgrading, decreasing the production scraps and expenses, increasing the competition power of products of the members in domestic and foreign markets (by utilizing capable and clear-sighted consultants).

4- Preparing catalogues for, introducing the capabilities of the members together with their addresses, product specifications, and sample products, and establishing grounds for finding new markets and expanding cooperation with domestic and foreign industries.

5- Holding of and participating in domestic and foreign exhibition.

6- Assisting in the provision and procurement of the machinery and raw materials required by the members.

7- Introducing the latest findings of technology in plastic industries and presenting information to the members.

8- Creating grounds for the members of the association to conclude contract with domestic and foreign clients.

9- Cooperating with the Ministry of Industries and Mines and other executive bodies in compiling policies, instructions and preparation of legal bills to be presented to the Government and Islamic Consultative Assembly (Parliament) (with the cooperation of the members).

10- Assisting the establishment of specialized joint laboratory (with the cooperation of the members and utilizing annual budget facilities of government).

11- Negotiation with banks and attracting their cooperation for provision of renovation, end reconstruction finance and the circulating capital required by the members.

12- Holding specialized conferences and inviting professors, clear-sighted and experienced individuals (from inside and outside the country) and assisting in the promotion of scientific and specialized information and abilities of the members.

13- Defending the rights of the members in domestic and foreign legal assemblies.

14- Preparing specialized and news bulletins and any type of press and internet journals, such as magazines, publication, news bulletin, and etc. required by the members after obtaining the required permits.

15- Participation in joint sessions and commissions with other countries and cooperation in preparing letters of agreement and finding new markets in other countries.

16- Performing the required analysis in controlling the market and pricing based on the policies presented by the Ministry of Industries and Mines.

17- Specifying and compiling good-quality standards with the cooperation of Institute of Standard and Industrial Research of Iran and supervision over the accomplishment of the standards.

18- Compiling the conformity by-laws for high-quality condition of goods, decreasing the amount of energy, environmental issues and obtaining the authorities required for performing the complied duties.

19- Preparation of domestic price tariffs, export tariffs as well as import tariff and presenting the said tariffs to the Ministry of Industries and Mines for ratification by the government board based on the policies of the government and presentation made by the Ministry of Industries and Mines.

20- Preparation of the required ground of development of industrial applied research activities such as the relation between the industry and university.

21 Assisting in the establishment of and/or strengthening the market for the capital of the members.

22- Assisting in preparing the ground for the entrance of and utilization from foreign capital, information, technology, techniques and experience in the path of promoting the economy and industry of Iran.

Article 6- Homogeneous industries are recognized by the Industrial and Mines Organization of Tehran Province and defined and declared by the cooperation of The Association and whenever The Association hesitates in recognizing the homogeneity of the industry of the applicant, The Association inquires the matter from Ministry of Industries and Mines in writing, and in case the ministry does not reply within maximum 20 days, the board of directors itself may make decision in recognizing the case according to the articles of association.

Chapter Two – Membership Conditions and Financial Resources

Article 7- All of the owners of homogenous industries including natural persons and legal entities stationed in Tehran Province, who are qualified for this articles of association, may become member to this association.

NOTE: Honorary membership of owners of related industries, university professors, specialists and other individuals effective and useful for The Association shall be without any impediment at the discretion and approval of the board of directors, and the board of directors may, at any time at its discretion, cancel the membership of the honorary member. Honorary members shall not have the right of voting in the general meetings and in meeting of the board of directors.

Article 8- Conditions of Membership in the Association are as follows:

8-1- Having the nationality of the Islamic Republic of Iran

8-2- Having one of official religions

8-3- Accepting and undertaking to implement the regulations of this articles of association

8-4- Payment of the specified entrance and membership fees regularly.

8-5- Having no criminal record causing deprivation from social rights

8-6- Being occupied in the relevant industry or profession in the province, based on the license issued by the Ministry of Industries and Mines.

NOTE 1- Natural persons owners of homogenous industry may become members in The Association, in this case their representative must have the aforesaid conditions

NOTE 2- Any of the members who losses the conditions of membership in The Association, his/her membership in the association is cancelled, while being obligated to perform the outstanding obligations.

NOTE 3- The determination of criterions for membership in The Association is amongst the authorities of the general meeting and the board of directors is bound to accept the membership of applicants according to the regulations ratified in the general meeting. In case due to disqualification of some applicants, the application of their membership is not accepted by the board of directors, the applicant may present his/her objection in the first meeting of the general meeting and the decision of the general meeting in this regard shall be enforceable.

Article 9- Conditions for suspension of membership or negating membership from the members consists of:

9-1- Changing occupation in such a way that it is in contrary with Notes 6 of Article 8 of the present articles of association.

9-2- Not payment of membership fee considering Article 10 of the present articles of association and for a maximum period of one year.

9-3- Non-observance of the contents of the articles of association.

Article 10- Financial Resources of the Association are as follows:

10-1- The amount of the admission fee for each member shall be ratified by the general meeting, which is received only once.

10-2- The annual membership fees at the amount ratified by the board of directors.

10-3- Voluntary financial advances of the members and others with the approval of the board of directors.

10-4- Other amounts received on account of the services rendered to the members and non-member with the approval of the board of directors.

NOTE: The receiving and collecting of any type of aid, admission fee, membership fee and etc. shall be performed through issuance of official receipts approved by The Association.

Article 11- All of the members of the association shall be bound to pay their membership fees every year as per official receipts approved by The Association.

NOTE: The board of directors of The Association may not spend the financial resources of The Association outside the limits specified in this articles of association.

Article 12- In case any of the members refuses payment of membership fee without excuse for one year, they shall receive a written notice from the treasurer and in case they do not take action toward paying the membership fee within three months after the notification, they shall be dismissed from membership of the association and readmission of their membership shall be subject to the ratification of the general meeting.

NOTE: The recognition of justifiable or unjustifiable excuses of the members shall be with the board of directors.

Chapter Three – Pillar of The Association

Article 13- The pillar of The Association consist of:

1- The General Assembly                     2- The Board of Directors                    3- The Inspector

Article 14- The general assembly is the highest pillar of The Association and is formed as a result of gathering of the members of the association and consists of two assemblies:

1- The Ordinary General Assembly                               2- The Extraordinary General Assembly 

Article 15- The ordinary general assembly of The Association is convened once a year and in the first four months of every year according to the articles of association and shall have quorum with the presence of half plus one of the members based on the name list of the association at the time of decision making of the board of directors for convening the general assembly and in case of not having the said quorum, from the second stage onward, the convening notices of which are published within 15 days after the date of the previous meeting, the meeting is held and shall have quorum with the presence of at least three times the number of the principal members of the board of directors.

NOTE 1- The decisions of ordinary general assemblies in each stage shall be with the unanimous votes of the present individuals.

NOTE 2- In case of refusal of the board of directors to invite the general assembly, the inspector may personally take action toward inviting the general assembly. Also, in case of the refusal of the inspector from inviting the general assembly (two months in maximum after the deadline of the board of directors), one third of members may take action toward inviting the general assembly.

NOTE 3- In case of not formal convening of the meetings of ordinary general assemblies of The Association after four times of invitation, an extraordinary general assembly shall be invited for considering the causes of not convening and for making decision regarding dissolution of The Association.

Article 16- The Duties of the Ordinary General Assembly Are As follows:

1- Verification and expressing view on the report of board of directors and inspector

2- Studying and ratifying the financial statements of The Association

3- Electing the members of the board of directors and inspector

4- Determination of widely circulated or local publication for the purpose of inserting the notices relevant to The Association

5- Determination of the policy of The Association

6- Decision making concerning joining in alliance or exiting alliances

7- Consultation and decision making on all issues existing in the agenda of the meeting within the framework of the articles of association provided that they are not in the competence of the extraordinary general assembly.

Article 17- The extraordinary general assembly is convened based on the invitation of board of directors or inspector and/or based on the written request of at least half of the members, and its authorities shall be as follows:

1- Changing and amending the articles of association and sending one copy to the Ministry of Industries and Mines after the ratification of the general assembly.

2- Making decision on the report of inspector regarding the violations of the board of directors

3- Dismissing and/or accepting the resignation of the majority or all of members of the board of directors

4- Dissolution or consolidation of The Association and election of the members of the liquidation board and declaring it to the Ministry of Industries and Mines

Article 18- The sessions of the extraordinary general assembly have quorum with the presence of in least two thirds of the members and its decisions shall be effective and valid with the votes of two thirds of the members present in the assembly.

NOTE 1- In case the extraordinary general assembly does not have the required quorum in the first time, the second time, the invitation notice of which is published within 15 days after not convening of the first meeting, shall have quorum with the presence of at least half plus one of the members based on the name list of the association at the time of invitation of the members for convening the meeting, and in case in the second phase the required quorum was not reached (attained) either, from the third stage onward, the invitation notice of which is published within 30 days after the previous stage, the meeting is held and shall meet quorum with at least 4 times of the principal members of the board of directors.

NOTE 2- In case the extraordinary general meeting of The Association is not convened formally after four invitations, the inspector must announce the matter to the Ministry of Industries and Mines for decision making.

Article 19- The board of directors and inspector may, when required, invite the ordinary general assembly on an extraordinary basis.

NOTE: The invitation for convening the general assemblies of The Association, excluding the case mentioned in the Note 2 of Article 23 of the present articles of association shall be performed through publishing a notice in the widely circulated daily prescribed in the article 16 of the present articles of association. However, in case the general assemblies do not have quorum after the second invitation, from the third time onward, inviting the members, in addition to observing other regulations of the articles of association concerning invitation of the members, shall be performed through sending a written invitation via post, fax or email up to one week before the convening the general assembly. The interval between the date of publication of notice and convening the general assembly shall be at least 20 and at most 40 days after the publication of the notice.

Article 20- Vote taking in the general assembly is open, except for those cases foreseen in the articles of association and/or cases which a decision is made in the general assembly.

Article 21- The vote taking in the general assembly is performed from the members of the association or their nominated representative

NOTE: No member may introduce more than one representative to the assembly and no representative may represent more than one member.

Article 22- The election of board of directors and inspectors of The Association shall be performed through ballot vote and secret ballot.

Article 23- The order of convening and administering the sessions of the general assemblies shall be as follow:

1- The general assemblies shall be administered by an Executive Board consisting of one chairman, one vice-chairman, one secretary, two observers, and one person may be present as the representative of the Ministry of Industries and Mines in the assembly as an observer. The absense of the representative of the Ministry of Industries and Mines does not impede the assembly from decision making.

The chairmanship of the general assembly shall be with the chairman of the board of directors, except in the occasions when the election or dismissal of some or all of the directors is included in the agenda, when the chairman of the assembly shall be elected from amongst the members attending the assembly based on the relative majority. In case of absence of the chairman of the board of directors, the chairmanship of the assembly shall be with the oldest member of the board of directors. In the meantime, the volunteer of membership in the board of directors and inspection, may not be a member of the Executive Board of the general assembly.

2- Whenever the consultation and decision making on the subjects included in the agenda are not terminated in the general assembly, the executive board of the assembly may declare a break with the approval of the members and specify the date of the next session not later than three weeks. The extension of the meeting shall not require invitation and publishing a notice again and the required quorum for the meeting to be in session shall be the same previous quorum.

A process-verbal shall be drawn-up from the negotiations and decisions of the general assembly by the secretary and be signed by the executive board of the assembly.

All of the process-verbals, list of members attending the meeting, announcing the result of elections, the copies of ratified articles of association, and confirmation of authenticity of the elections shall be signed by the executive board, one copy of which shall be sent to the Ministry of Industries and Mines.

5- The general meetings is the legal representative of all members and its decisions is effective and binding on the absent or present members.

Article 24- The board of directors shall be responsible for administering the affairs of the association and protecting the religious and legal rights and interests of the members. The number of principal members of the board of directors is five persons and the number of substitute members of the board of directors is two persons to be elected from amongst natural persons member of The Association or the representatives of legal entities (the representative of legal entity is required to be from amongst the members of the board of directors) for a period of three years, and reelecting them for two consecutive periods from the date of approval of this articles of association, is without any impediment.

NOTE: Until the appointment of the new board of directors all responsibilities shall be with the previous board of directors.

Article 25- The members of board of directors shall elect one person from amongst themselves, one person as the chairman, one person as the vice-chairman, and one person as the treasurer, in the first session to be held one week in maximum after finalization of the election and shall prepare and sign a process verbal for the information of the members and present it to the Ministry of Industries and Mines for performing legal formalities and issuance of identification cards.

NOTE 1- The board of directors may elect one person as the secretary from amongst the members or from outside and assign a part of its duties to him/her. The election of chairman of board of directors as the secretary is without any impediment.

NOTE 2- In case the secretary of The Association is not from amongst the members of the board of director, he/she may participate in the meetings having no right to vote.

NOTE 3- Nobody is permitted to be the member of the board of directors in more than one association.

Article 26- The meetings of the board of directors shall be in session with the presence of at least three members and its decisions shall be valid with at least three votes.

NOTE 1- The absence in three consecutive or five alternative sessions, without justified excuse and/or other causes impeding the performing of duties of each of the principal member of the board of directors, shall result in resignation from membership in the board of directors and the substitute member or members who acquire the highest number votes in the general assembly shall be substitute for the members who have been subject to resignation.

NOTE 2- The recognition of justifiability or unjustifiability of the excuse shall be with the chairman of the board of directors.

NOTE 3- The meetings of the board of directors shall be held at least once every other week.

Article 27- The board of directors shall be bound to open an account in one of the banks of the country in the name of The Association valid with the joint signatures of the chairman of the board of directors and the treasurer in maximum two months after receiving the establishment license of the association and keep the amount belonging to The Association in the said bank account.

Article 28- The chairman of board of directors and the treasurer are jointly the authorized signatories concerning the documents and financial papers and in general they are responsible for administrative and financial affairs and safeguarding of all properties, assets, papers, notes and financial books. In the absence of the chairman of board of directors, the vice-chairman of board of directors shall sign the relevant financial papers.

NOTE: All office correspondence and ordinary papers shall be valid with the signature of the chairman of board of directors bearing the seal of The Association and all financial papers, official papers, notes, bills and obligatory contracts ratified by the board of directors shall be valid with the joint signatures of the chairman of board of directors or vice-chairman of board of directors and the treasurer bearing the seal of The Association.

Article 29- In case of resignation, death, and/or incompetence of each of the members of the board of directors, the substitute members shall replace the said member based on the priority of votes.

Article 30- The board of directors of The Association shall be bound to make decision toward renewing the elections at least three months before termination of incumbency period and invite the general assembly for renewing the elections according to the regulations of the articles of association.

NOTE: In case the election is not held at least six months after the termination of the period, due to any reason, the inspector shall be bound to declare the case to the concerned commission in the Ministry of Industries and Mines.

Article 31- The duties and authorities of the board of directors are as follows:

1- Implementation of the ratifications of the general assembly and directing the technical duties of The Association,

2- Defending legal rights and interests of the members,

3- Opening and closing accounts in banks,

4- Purchasing, selling, mortgaging, and leasing movable and immovable properties for the purpose of utilization and/or provision of expenditures of The Association,

5- To appear in all dispute settlement authorities as representative of the members and defending their rights,

6- To conclude aggregate contracts as representative of the members with other labor and employer formations while observing the relevant rules and regulations as well as the by-laws and articles of association of The Association,

7- To employ, dismiss, and assign effective employees,

8- To invite general meetings according to the articles of association,

9- To prepare and present annual report to the general assembly,

10- To prepare and draw up financial statements as well as predict the budget of the next year to be presented to the general assembly,

11- To compile internal by-laws,

12- To determine the membership fee of the members,

13- Declaring the holding of sessions of the general assembly in writing to the Ministry of Industries and Mines 15 days before holding the meeting,

14- Providing the required grounds for establishing and promoting cooperative companies for creating welfare facilities for the members,

15- Establishment of committees, as described below, for facilitating performance of the duties of The Association:

A)    Legal Committee

B)     Members Dispute Settlement Committee

C)    By-laws Compilation and Revision Committee

D)    Statistics and Information Committee

E)     Welfare Committee

F)     Procurement and Support Committee

G)    Training, Research and Technical Committee

Article 32- The Duties of Chairman of The Board of Directors:

1- Administering the meetings of board of directors,

2- Inviting the members of the board of directors to regular convening of the assemblies,

3- Controlling good performance of the affairs of The Association

4- Serving the decisions of the general assembly and board of directors to the secretary and other authorities of The Association,

5- Performing other cases which are the responsibility of the chairman based on the article of association.

Article 33- The secretary of The Association shall be responsible for the chairmanship of the affairs of the secretariat of The Association and is responsible for executive formations and his/her duties shall be as described below:

1- Recruiting and employing the effective office personnel of The Association and, when required, employing advisor and expert based on the approval of the board of directors,

2- Performing the office communication and correspondence of The Association and supervision over good performance of internal regulations of The Association,

3- Implementation of the ratifications and decisions of the board of directors and general assembly and performing current and administrative affairs of The Association,

4- Registering the minutes of the board of directors in the relevant book,

5- Keeping and safeguarding the financial and administrative papers and documents and the book containing full particulars of the personnel of The Association,

6- Preparing of membership ID card containing the signature of the secretariat and the signature of the chairman of the board of directors and/or the treasurer bearing the official seal of The Association,

7- Upon expiration of the duration of tenure of the members of the board of directors, the secretary shall be obligated to arrange for the invitation and convening of the general assembly according to regulations for performing elections and in case the reelection does not taken place within maximum six months after the termination of membership of the authorities of The Association, the secretary together with the inspector, must inform the matter to the concerned commission in the Ministry of Industries and Mines for decision making.

Article 34- The treasurer is responsible for the financial affairs of The Association, and signing all cheques, financial and obligatory papers and documents shall be the responsibility of the treasurer, the chairman of the board of directors and/or vice- chairman of the board of directors. Other duties of the above-named consisted of:

1- Administering the financial affairs of The Association, preparation of books, documents, financial minutes and verifying the keeping of accounts.

2- Receiving and colleting admission fees, membership fees, financial aids against presenting receipt.

Article 35- The ordinary general assembly shall elect one person from amongst natural persons member in The Association or one of the members of the board of directors who is member of the board of directors of the legal entities as principal and one person as substitute inspector for a period of one year and reelecting them is without any impediment.

Article 36- The Duties of the Inspector Consists of:

1- Continuous supervision over the affairs of The Association,

2- Verification of account, vouchers, financial statements and preparation of reports to be propound in the general assembly,

3- Considering the complaints of the members and preparation of reports to be propound in the general assembly.

NOTE: The inspector shall not have the right of direct interfering in the affairs of The Association, but he/she may participate in the meetings of the board of directors and express his idea having no right to vote.

Article 37- The board of directors of The Association may, with the responsibility of one of the members of the board of directors or the secretary, while observing the current regulations of the country, take action toward publishing any type of publication related to the activity of The Association.

Article 38- In case of dissolution of The Association the extraordinary general assembly shall elect a liquidation board so that the said board takes action, after paying all liabilities and receiving the claims of The Association, toward transferring properties and real estates of The Association to the Tehran Province School Construction Benefactors Association or General Department of Education of city of Tehran for the purpose of establishment of a technical and vocational center under the name of “Plastic Artisans Technical School”, at its discretion, and sends a copy of the transfer to the Ministry of Industries and Mines.

Article 39- The present articles of association after amendment and completion consisting of 39 articles and 27 notes as described above was unanimously approved by the extraordinary general assembly on Aug. 28, 2004.

Shareholders:    Signed

- Ministry of Industries and Mines / Secretariat of Industrial and Mineral Formations

Signed and sealed

(Copy Conforms to Original)

- General Department for Registration of Companies and Industrial Ownership

Signed and sealed

=============================================================True translation certified.                   Date: Mar. 8, 2005