IN THE NAME OF GREAT LORD OF LIFE AND WISDOM
Islamic Republic of Iran (IRI); Ministry of Science, Research, and Technology (MSRT)
Iranian Scientific Associations Commission (ISAC)
Articles of Association (AoA) of Society for Iranian Codicology (SIC)
Chapter 1. General Provisions
Article 1. The Society for Iranian Codicology (SIC), hereinafter called ‘Society’, is established to expand, further, and promote codicology and manuscript studies; qualitatively develop skilled workforce; and organize education and research affairs in this area.
Article 2. Society is non-profit, voluntary, and unpolitical, and it is engaged in scientific and research areas. Society is incorporated as of registration date, and the Chairperson is its authorized representative.
Article 3. The head office of Society is in Tehran. The local branches may be established around Iran once Society’s Directorate approves of the establishment.
NOTE: If necessary, Directorate shall relocate the head office.
Article 4. Society is established for an indefinite period as of the date this AoA is passed, and it is obligated to observe IRI laws.
Chapter 2. Activities and Duties
Article 5. In order to realize the goals laid out under Article 1, Society shall:
5.1. Enlist the help of codicology researchers and scholars to conduct scientific and cultural research projects on national and international scales.
5.2. Cooperate with organizing, scientific, and research institutes in the assessment, revisions, and execution of plans related to education, training, and research affairs of Society’s areas of activity.
5.3. Incentivize and encourage distinguished scholars, researchers, and professors.
5.4. Offer training, research, and technical services.
5.5. Hold scientific conferences on national, regional, and international scales.
5.6. Publish scientific books and journals.
Chapter 3. Membership Categories and Eligibility Requirements
6.1. Permanent Membership: Society’s founders and individuals holding a Master’s in Persian Literature, History, Manuscript Studies, Bibliography, Hadith, and related fields, are eligible for permanent membership.
6.2. Associate Membership: Any individual with a Bachelor’s in the fields mentioned under 6.1. and those holding a Bachelor’s in other fields who have been working in any of the said fields for 3 years are eligible for associate membership.
6.3. Student Membership: All students who pursue a Bachelor’s degree in any of the fields mentioned under 6.1.
6.4. Honorary Membership: Codicology and manuscript studies luminaries inside and outside Iran who have made substantial contribution to the furtherance of Society’s goals
6.5. Legal Membership: All public and private legal entities who are active in relevant scientific, research, and organizing affairs, are eligible for membership.
NOTE 1: Bachelors in any of the fields mentioned under 6.1. may become a permanent member once Directorate confirms.
NOTE 2: Legal Membership is tantamount to Associate Membership.
Article 7. Each member shall pay an annual membership fee whose amount is set in the General Meeting.
NOTE 1: The payment of membership fees does not give the members any rights to Society’s properties.
NOTE 2: Honorary members shall not pay membership fees.
Article 8. Membership is terminated if:
8.1. A member submits a written resignation.
8.2. A member does not pay the annual membership fee.
NOTE: Once approved by Directorate, membership termination becomes final.
Chapter 4. Society’s Pillars
Article 9. The following constitute the main pillars of Society:
Article 10. A general meeting is held annually (AGM) and extraordinarily (EGM) in the presence of permanent members.
10.1. AGMs are held once a year and go in session by the presence or the written votes of half plus one of Society’s permanent members. Decisions become final with a majority vote.
10.2. EGMs are held in emergencies and are called by Directorate or Examiner(s) or through a written invitation from one-third of Society’s permanent members.
10.3. In case an AGM is not convened after the first call, the second AGM shall be convened within the next 20 to 40 days. The second AGM shall be in session by the presence of the members attended. In addition, members may cast their votes by mail and according to the bylaw formulated by Directorate.
NOTE 1: Calls for AGMs shall be either in writing or in the form of a notice in mass-circulation newspapers. Permanent members should be notified of the calls at least 15 days before the AGM.
NOTE 2: One-third of permanent members may issue a direct call for an AGM if their call for such a meeting is denied by Directorate or Examiner. Under such circumstances, they need to stipulate in their call notice that their call has been denied by Directorate or Examiner.
NOTE 3: Once the previous NOTE is established, the AGM shall address only the subject specified in the call.
NOTE 4: The conditions for an EGM are similar to those for an AGM, and decisions in an EGM become final by two-thirds of the total votes.
Article 11. General Meetings’ Duties
Appointing Directorate members and Examiner (or examiners in case there are more than one chief examiner)
Passing and adopting Society’s policy
Considering and passing bills and proposals by Directorate and examiner(s)
Setting membership fees
Dismissing Directorate members and examiner(s)
Investigating and confirming balance sheets and income statements for previous fiscal years and budgeting for the incoming fiscal year
Confirming the changes made in the contents of the AoA
Passing the decision for Society dissolution
NOTE 1: AGMs and EGMs are held in the presence of the ISAC’s representative.
NOTE 2: General meetings are governed by a presiding board comprised of a president, a secretary, and two supervisors.
NOTE 3: Members to the presiding board are appointed once they announce and accept their candidacy.
NOTE 4: Members to the presiding board cannot be selected from among the candidates for Directorate and Examiner.
Article 12. Society’s Directorate is comprised of 9 main members and 3 alternate ones. They are elected from among permanent members by secret voting every three years.
12.1. No member may be appointed a Directorate member for more than two consecutive terms.
12.2. At most, two members, who have already been selected for Directorate for two consecutive terms, may be appointed for other terms by the votes of more than three-fourths of the attendees.
12.3. The Directorate membership is honorary.
12.4. Once its members appointed, Directorate shall convene a meeting within 7 days and assign duties, select the Chairperson, Vice-Chairperson, Treasurer, and Secretary by written voting.
12.5. All binding instruments and negotiable papers shall be valid with the signatures of Chairperson and Treasurer affixed with Society seal. Legal correspondence shall be valid with the signature of Chairperson or Vice-Chairperson.
12.6. Directorate shall hold a meeting once a month. The interval between the e-invitation and the actual date of a meeting shall be at least 3 days.
12.7. Directorate meetings shall open once attended by the majority of members. The decisions become binding with a majority vote.
12.8. All bills passed by Directorate are recorded and kept in the Minutes Book once signed by the members.
12.9. Directorate members are required to attend the meetings; unexplained absence of any of the Directorate members for 3 consecutive sessions or 5 alternate sessions shall be tantamount to their resignation.
12.10. In the event of resignation, dismissal, or demise of any of the Directorate members, an alternate member shall fill in the deceased’s position for the remainder of the term.
12.11. Examiner(s) may attend the Directorate meetings, but they are not allowed to vote.
Article 13. Directorate is the authorized representative of Society and is responsible for:
13.1. Running Society according to the AoA and bills passed in general meetings,
13.2. Forming the scientific committees of Society, assigning their duties, and monitoring their activities,
13.3. Entering into any transactions it deems necessary regarding the transfer, disposal, hypothecation, redemption, and lending of Society’s immovable properties, except for the final/irrevocable transfer of them, which is subject to approval in a general meeting,
13.4. Running the day-to-day affairs according to the laws, except for those that, based on the AoA, fall within the department of general meetings,
13.5. Preparing annual reports, balance sheets, and income statements for submission in a general meeting to be passed and presenting them to the supervisory authority at the appointed time,
13.6. Filing lawsuits and defending Society in actions brought by natural and legal entities at different stages of legal proceedings at different courts of law with the right of appointing an attorney and the right of substitution,
13.7. Selecting and introducing Society’s representatives to attend national and international scientific conferences,
13.8. Executing scientific plans and programs within the framework of Society’s duties,
13.9. Seeking financial aids and collecting donations,
13.10. Offering research and academic scholarships,
13.11. Making decisions as per the membership of Society in national and international scientific assemblies according to IRI’s standing rules and regulations,
13.12. Submitting required reports to ISAC,
13.13. Directorate shall call a general meeting for the election of new Directorate members at most 4 months after the end of its term; it is required to send the results and the meeting minutes to ISAC.
NOTE: The previous Directorate and Examiner shall run the affairs until ISAC confirms the new Directorate and Examiner.
Article 14. A member is elected as Chief Examiner and another as Alternate Examiner for a term of 2 (fiscal) years in an AGM.
NOTE: The examiners may be re-elected.
Article 15. Examiner(s) is/are responsible for:
15.1. Investigating the financial papers and books of Society and preparing a report to be presented in a general meeting,
15.2. Examining the Directorate’s annual report and preparing a performance report to be presented in a general meeting,
15.3. Reporting any violations by Directorate of the contents of the AoA.
NOTE: Directorate shall unconditionally submit all Society papers and documents, including financial and non-financial ones, to Examiner(s) for consideration.
Article 16. Secretary shall:
16.1. Run the day-to-day affairs of the secretariat,
16.2. Take and collect the minutes and track the decisions taken,
16.3. Fulfill the duties assigned by Directorate.
Article 17. Treasurer shall:
17.1. Attend to the financial affairs of Society,
17.2. Preparing statutory books and presenting balance sheets and financial reports in general meetings before the authorities concerned.
Article 18. Society may establish the following committees, which shall serve according to the duties assigned to them by Directorate:
Training and Research Committee
Statistics and Information Committee
Admission, Public Relations, and International Affairs Committee
Scientific Conferences Committee
18.1. Should the need arise, Society may establish other committees.
Chapter 5. Budget and Miscellaneous
Article 19. The money available to Society for its expenses is earned via:
19.1. Membership fees,
19.2. Revenues generated from Society’s training, research, and consultation services, as well as those from scientific books and publications,
19.3. Financial aids,
19.4. All Society’s earnings and revenues shall be spent for the furtherance of its causes and the subject under Article 5 of the AoA,
Article 20. Society’s earnings and expenses are recorded in its statutory books, and an explanatory report of them shall be sent to ISAC every year once it is passed in a general meeting.
Article 21. All payments to Society are made to its account, which is opened with one or more banks by Directorate.
Article 22. None of the founders or shareholders are permitted to make any profit from dividends or capital bonuses; neither them nor their next of kin may enter into any transaction with Society.
Article 23. All financial and non-financial documents and papers of Society are kept at the head office. They are submitted to supervisory authorities when they pay a visit to Society.
Article 24. Any change in the contents of the AoA shall take effect once it is approved by ISAC.
Article 25. Society has an IRI nationality, and its members cannot engage in any political affairs or affiliate themselves with a party in the name of Society.
Article 26. Should a general meeting vote to dissolve Society, that meeting shall appoint a liquidation board in order to pay debts and collect receivables. Once it pays the debts and collects the receivables, the liquidation board shall gratuitously transfer Society’s movable and immovable properties to an Iranian scientific association under MSRT’s supervision.
Article 27. The present AoA was prepared in 5 chapters, 27 articles, and 21 notes, and was passed on 19 February 2021 by the founding members of SIC.
Society for Iranian Codicology (SIC) Founding Members:
Zahir Tayyeb, Ph.D.
Alimohammad Moazzeni, Ph.D.
Tofiq Hashempour Sobhani, Ph.D.
Seyyed Mohammad Mansour Tabataba’i Behbahani, Ph.D.
Mohammad Sarvar Molaee, Ph.D.
Bahador Baqeri, Ph.D.
Saeed Shafi’eeyun, Ph.D.
Parsa Ya’qubi Janbesarayi, Ph.D.
Gholamreza Mosta’li Parsa, Ph.D.