Chapter 1: Generalities and Definitions
Article 1: Information Technology Company, which is called here in brief as “the Company”, separates from Communication Company of Iran and integrates into the Ministry of Communication and Information Technology, and its Article of Association amends as follows.
Article 2: Targets of the Company consist of:
2-1- To manage the support functions and to organize the security of the space of information exchange, hardwares and softwares; to improve the electronic capabilities; to develop the internet service, to develop the information technology and its applications in the country.
Can establish2-2-To manage and monitor the integration of activities in the field of information technology and electronic applications.
2-3- T o direct the IT section as an agent for the Ministry of Communication and Information Technology and to recommend policies for the private section in order to promote the IT applications in the country.
Article 3: The headquarter of the company is located in Tehran and, in order to fulfill its due responsibilities, the Company can establish branches in other regions or close them depending on the circumstances, with the approval of the General Assembly.
Article 4:The Company is an independent body corporate and is run as a special joint stock company. Also, it ahs financial, administrative and employment independence that are enforceable on the basis of the bylaws which are produced and approved in the framework of laws and regulations.
Article 5: The Company’s activity is temporarily unlimited.
Article 6: The capital of the Company amounts to 400,000,000,000 Rials which is divided into 4,000,000 registered shares each with a value of 100,000 Rials. The whole shares owned by the state.
NOTE: From the time of the official notification of the Articles of Association, at most for a year, all the utilities, equipments, work force, and all the movable and non movable assets of the Iranian Telecommunication Company and its subset companies are transferred to IT Company, and Deeds and Property Registration Organization changes the name of the owner in the ownership documents of lands and properties, according to the related laws and regulations and on the request of Iranian IT Company.
Chapter 2: Activities and Duties of the Company
Article 7: Activities and duties of the Company are as follows:
7-1- To present necessary suggestions on strategies, policies, and long-term and mid-term programs in the field of information technology, and in the designated framework of the Ministry of Communication and information Technology;
7-2- To design, update and correct the architecture of information technology in the country, on approval of the related authorities;
7-3- To organize, monitor, and direct the internet and intranet services in the country, in order to reduce the dependence on the international internet networks;
7-4- To audit and coordinate the national projects of information technology;
7-5- To prepare and suggest necessary instructions, regulations, criteria, bylaws, technical and professional standards in the field of information technology, on the approval of the related authorities;
7-6- To become a member of the professional international, national, and regional unions and societies, and to attend their gatherings, in the framework of the company’s duties or on behalf of the Ministry of Communication and Information Technology;
7-7- To follow the approved regulations of the government and the Ministry of Communication and Information Technology, in the field of information technology;
7-8- To integrate filtering systems, and to monitor its exact enforcement on the basis of the framework of related policies;
7-9- To manage, monitor, and organize the servers of the national domain names and internt addresses used in the country;
7-10- To study, to examine, and to do other needed measures, in order to develop the technology, to transmit technical knowledge, and to support the development of educational and research activities in the professional fields related to the duties of the Company;
7-11- To establish, develop, maintain, and use the national internet data centers, in order to host and keep the important state data.
7-12- To gather, measure, and analyze needed information, and to suggest needed upgrades of the indexes of IT development, and to reduce the digital gap, on approval of the related authorities.
7-13- To prepare, edit, and coordinate the safety and risk management programs in the field of IT, in international, national, and regional levels;
7-14- To manage, monitor and organize the safety emergency centers for the information exchange space of the country;
7-15- To assist in the construction of the software infrastructure for development of electronic applications and open text softwares;
7-16- To prepare and approve the needed instructions and regulations and to rank the contractors, monitors and advisors, in the field of information technology;
7-17- To prepare regulations and instructions for preserving the material and intellectual investments, the secrets of the business and the private ownerships in the space of information exchange, and to suggest the aforesaid regulations and instructions to the related authorities, and also, to monitor their enforcement on the basis of related regulations.
7-18- To solve the possible disagreements between the sides of a claim in relation to non-judicial cases in the area of IT;
7-19- To offer advisory services in the area of Information Technology;
7-20- To participate in any activity that would be in accordance with the Company’s targets.
NOTE: The Company is not allowed to establish or to invest in other companies.
Article 8- The pillars of the company:
8-1- The General Assembly
8-2- Board of Directors and Managing Director
8-3- Inspector (auditor)
Article 9- The General Assembly consists of the following members:
1- Minister of Communication and Information Technology (head of the General Assembly)
2- Minister of Economic Affairs and Finance
3- Ministry of Commerce
4- Ministry of Industries and Mines
5- Vice president of programming and Strategic Control
Article 10- The general assembly of the company are:
a) Ordinary general assembly
b) Extraordinary general assembly
Article 11- The meetings of the ordinary general assembly are held at least two times a year: One of these meetings is for hearing the auditing the report/account of the members of the General assembly and the inspector (auditor), and to make decisions on financial lists and other issues mentioned in the agenda, observing the laws and regulations. The other one is held for auditing and decision-making on the budget of the next year and future programs and policies of the company and other issues mentioned in the agenda on General Assembly.
Article 12- The Ordinary General Assembly meetings would be realized by the attendance of the majority of members. The Extraordinary General Assembly meetings would be realized by the attendance of the all members. The invitations for the meetings of the General Assembly, both Ordinary and Extra-ordinary ones, are sent 10 days before the meetings, and the time, place and the agenda of the meetings will be mentioned in the invitations. Members of the General Assembly will receive a record of the topics mentioned in the agenda with the invitation letters.
Article 13- Duties and responsibilities of the General assembly:
13-1- To make decisions on general policies and future activity programs of the cd ompany;
13-2- To investigate, express the views and to make decisions on the annual activity report, financial forms, and the budget of the company;
13-3- To make decisions on the savings and the way of dividing the special benefits, observing the laws and regulations;
13-4- To select or remove the members of the Board of Directors and the inspector (auditor) of the Company;
13-5- To determine the amount of salary and advantages received by the members of the Board of Directors, observing the approvals of the Council of Salaries and Wages, and also to determine the bonus for the aforesaid members, observing the related laws and regulations;
13-6- To determine the inspector’s (auditor’s) honorarium;
13-7- To decide on the amendments to be made on the Company’s financial, transaction, employment, and welfare regulations, observing the related laws and regulations, and to submit the results to the related authorities for the final approval;
13-8- To decide on the tariffs of the services related to the Company, in the framework of laws and regulations, and to submit the results to the related authorities for the final approval;
13-9- To decide on the macrostructure of the Company and its duties, and to determine the needed positions in the Company and programs for attracting the work force, observing the related laws and regulations, on the approval of the related authorities;
13-10- To decide on the Board of Directors suggestions on judicial claims’ reconciliation and settlement and to refer the issue to a judge and to select the judge and also reclamation, observing the related laws and regulations;
NOTE: In cases that the reconciliation and settlement of judicial claims and referring the issue to a judge and selecting the judge and the reclamation relates to the public properties, the observation of the 139th principle of the Constitution is necessary;
13-11- To choose the mass circulation newspaper to place the ads of the Company;
13-12- To decide on the other issues that, according to laws and regulations and the substance of the Articles of Association, must be approved by the Ordinary General Assembly and are mentioned in the agenda of the General Assembly;
NOTE: Annual activity report of the board of directors and financial lists of the Company and report of the inspector (auditor) must be submitted to the members of the General Assembly, at least two weeks prior the meeting;
13-13- to decide on obtaining loans or national and international credits, observing the laws and regulations;
Article 14- The duties of the extra ordinary general assembly are as follows:
14-1- To decide on the decrease or increase in the Company’s investments and to submit the results to the related authorities for approval;
14-2-2- To study and make decisions on the amendments and changes in the Articles of Association of the Company in the framework of laws and in order to submit the results to the related authorities for approval;
14-2-3- To study and make decision on closing down the Company in the framework of the law and to submit the results to the related authorities for approval;
Article 15- the Board of Directors consists of 5 main members who are appointed on the basis of the Minister of Communication and Information Technology’s suggestion and on approval of the Ordinary General Assembly from a group of high educated people who have management experience and are expert in the professional fields related to the Company’s activities. The employees of the Company have priority over other candidates. These members are appointed for a 2-year period and remain in their positions after the expiration of the period, if the elections do not take place. They can be selected for the next periods too.
Note 1: The members of the Board of Directors must serve full time in the Company and are not allowed to undertake and accept any duty or non-duty jobs outside the Company. But they are allowed to have teaching jobs on the agreement of the Head of the Board of Directors, as long as it doesn't interfere in their duties in the Company. Each member of the Board of Directors should take the responsibility of directing a part of Company’s activities as the board of directors has determined.
Note 2: The members of the Board of Directors select one of the members of their own group as the Head and another one as the Deputy. They would be appointed on the order of the Minister of Communication and Information Technology. In addition, the Head of the Board of Directors is considered as the Deputy Minister of Communication and Information Technology.
Article 16- In case of death, reproach, resignation, or discharge of any member of the Board of Directors, the successor would be appointed for the remaining time of the period, based on the 15th paragraph of the Articles of Association.
Article 17- The meetings of the Board of Directors are realized by the presence of the majority of members and decisions are made by at least 3 votes.
Article 18- The meetings of the Board of Directors are held at any time, at least once a month, on a regular base, inside the Company, on the invitation of the head of the Board of Directors. The agenda of the meetings are send to the members by the Head of the Board of Directors a week prior the meeting. In emergent cases, the Head of the Board can suspend these formalities.
NOTE: It is the responsibility of the Head of Board of Directors to run the meetings and the Deputy should run the meetings in the absence of the Head.
Article 19- The Board of Directors has a book in which all the minuets and the comments of the members are written. The members would sign the contents of the book. A copy of the Board’s approved regulations would be send to the Ministry of Communication and Information Technology, at most within 5 days.
Article 20: the Board of Directors is fully authorized to do any activity or transaction related to the Company’s activities but not mentioned in the list of duties of General Assembly, observing the laws and regulations. Especially, the Board of Directors has the following duties and authorities:
20-1- To suggest policies and macro programs of the Company to the General Assembly;
20-2- To confirm the activity program of the Company in order to submit it to the General Assembly for approval;
20-3- To assess and confirm the annual budget, annual activity report and financial list of the Company and to submit them to the General Assembly;
20-4- To confirm financial, transaction, employment, and welfare regulations of the Company and to submit them to the General Assembly in order to make decisions, observing the related laws and regulations.
20-5- To approve the criteria related to the exchange of scientific, technical, industrial, and commercial information in the fields related to the Company’s activities and the Articles of this Association.
20-6- To assess and approve the loans and credits, on the suggestion of the Managing Director and in the framework of legislations of the General Assembly, observing the related laws and regulations.
20-7- To do the necessary arrangements for internal auditions for the operations, transactions and all the other activities of the Company.
20-8- To study and suggest amendments and changes in the Articles of Association to the General Assembly in order to make decisions, observing the related laws and regulations.
20-9- To study the macrostructure of the Company and the highest level of the organizational positions and the program of work force attracting and adjustments and to submit them to the General Assembly;
20-10- To approve the detailed organization of the Company in the framework of its macro organization, and to announce it to the General Assembly in accordance with the laws and regulations;
20-11- To assess and suggest reconciliation and settlement ways for claims and to refer them to a judge and to select the judge and also to reclaim them to the General Assembly, observing the related laws and regulations;
20-12- To select the Managing Director and to determine his salary and advantages and to discharge him from the position;
20-13- To assess and approve the internal instructions needed for running the Company;
20-14- To distinct the doubtful financial claims and to assess and suggest on the irrecoverable financial claims to the General Assembly in order to make decisions, observing the related laws and regulations.
NOTE: the Board of Directors can delegate a part of its own authorities to the Managing Director, on its own responsibilities.
Article 21- The Managing Director is the Company’s highest executive authority who is selected from among the members of the Board of Directors or out of the Board, by the Board of Directors for a 2-year period, on the order of the Minister of Communication and Information Technology. The Managing Director can be the Head of Board of Directors with the approval of the ¾ voters present in the Board.
Article 22- The Managing Director of the Company is considered as the representative of the Company and has authority to sign on its behalf, in the framework of the authority that have been delegated to him by the Board of Directors.
Article 23- The Managing Director is the legal representative of the Company in the all administrative and judicial cases and has authority to appoint others to defend the rights of the Company and to follow claims and to raise the issues, including criminal and legal. The Managing Director can take measures for reconciliation the claims and to refer the cases to the judge and to select the judge and also to reclaim, observing the content of the 10th paragraph of the 13 article of the Articles of Association.
Article 24- All the checks, documents, financial papers, contracts, and binding documents of the Company should be signed by the Managing Director or his representative and one of the members of the board of directors. The Managing Director or his representative should sign the administrative correspondences. In addition, the Financial Controller or his representative should sign all the checks too.
Article 25- The Company will have an inspector (auditor) who will be appointed for a one-year period, observing the related laws and regulations and on the approval of the General Assembly. The inspector remains in the position if his successor would not be appointed.
The most important duties of the inspector (auditor) are as follows:
25-1- To conform the Company’s operations to the related laws and regulations and this Articles of Association and especially provided regulations and the approved budget;
25-2- To assess the Company’s financial lists on the basis of audition standards and to submit the report of assessment results to the General Assembly and the Board of Directors;
25-3- To provide the Company’s Board of Directors with useful comments;
25-4- To fulfill the other responsibilities predicted in the related laws and regulations;
Note 1: The measures done by the inspector in relation to his duties should not stop the usual works of the Company.
Chapter 4: Financial Affairs
Article 26- The financial year of the Company begins on March 21 and finishes on March 20 of the next year.
Article 27- Financial lists of the Company should be prepared on the accounting standards submitted to the inspector (auditor) in due time.
Article 28- The Company is obliged to save 10 percent of its net profit in a year as its legal saving, in order to increase its own financial power. This saving should increase to become equal to the registered investment of the Company.
Article 29- The Company is obliged to save 20 percent of its net profit in a year as its precautionary saving. When this saving amounts to 1/10th of the investment, it will be taken into account based on the decision of the General Assembly.
Article 30- The Company is allowed to open a checking account in a foreign currency, in a state bank in order to deposit all the foreign exchange revenues into that account.
Article 31- The approval of the Company’s financial lists by the General Assembly is considered as certificate of the settlement for the Board of Directors in the same period of time.
Chapter 5: Other Regulations
Article 32- The Board of Directors, the Managing Director, and the staff of the Company are obliged to and responsible for keeping the secrets and all the information investments of the Company and if they violate this regulation, they will be punished on the basis of due laws.
Article 33- If necessary, the Company is allowed to use the services of citizens of other countries with good relationships with the Islamic Republic of Iran, for a certain period of time, based on the agreement of the Minister of Communication and Information Technology and observing the related laws and regulations. The Company should take the necessary measures in order to train their successors in the shortest possible time.
This Articles of Association, containing 33 articles and 10 notes, is confirmed and approved.