Articles of Association Articles of Association

Section One- Name and objects of the Bank:

Article 1- Bank Maskan is a public company established by virtue of the Bill of Administration of Banks’ Affairs enacted by the Islamic Revolution Council of Iran on Sept. 25, 1979 and further to the Ratification dated Oct. 17, 1979 of General Assembly of Banks and it is administered according to the regulations stipulated in its Articles of Association.

 

Article 2- Duration of activity of Bank Maskan is indefinite and it is domiciled in Tehran. The Bank may establish new branches, representative offices and booths across the nation as the case may require.

 

Article 3- Objects of Bank Maskan

  1. Payment of loan facilities in return for mortgage of immovable property for purchase or settlement of debt arising from purchase of residential units, construction, completion and repair of buildings;
  2. Opening current and saving accounts, and accepting deposit including at sight and/or time deposits;
  3. Release and sale of housing partnership bonds according to the respective rules and regulations.
  4. Granting loan and loan facilities to developers of residential units at low and average prices;
  5. Obtaining loan and/or loan facilities from domestic resources;
  6. Issuance of the corresponding letters of guarantee to the projects of which primary letters of guarantees have been issued and issuance of such letter of guarantee is to obtain loan and loan facilities from other banks in return for surplus mortgage of immovable property of developers of residential units;
  7. Granting loan and loan facilities for housing to building developers of residential buildings in return for bank letter of guarantee;
  8. Granting loan and loan facilities to industrial plants producing construction materials;
  9. Carrying out other bank operations which are not banned according to banks’ rules and regulations;

 

Section Two- Capital

Article 4- Bank Maskan owns a capital amounting to IRR 30,735,134,000,000.00 out of total capital of mortgage banks of Iran, Bank of Construction, Construction Investment Company of Iran’s Banks, savings and housing loan companies of Kourosh the Great, Ekbatan, Pasargd and in other counties, savings and housing loan companies of Mashhad, Tabriz, Shiraz, Isfahan, Ahvaz, Guilan, Kermanshah, Hamedan, Mazandaran, Gorgan, Rezaieh (Oroumieh), Semnan and Abadan have been established divided into 3,073,513,400  shares at par value of IRR 10,000 per share. Total amount of said amount of capital belongs to the government and it has been paid in cash accordingly.

 

 

 

 

 

Section Three: Body of Bank

Article 5- Bank Maskan comprises the following body:

  • General assembly of the banks stipulated in the bill of administration of banks’ affairs;
  • Board of Directors and Managing Director;
  • Certified inspectors

 

General Assembly:

Article 6- General assembly of the Bank consists of the members of general assembly of banks as detailed hereunder:

  • Minister of Economic Affairs and Finance
  • Ministry of Industry, Mine and Trade
  • Ministry of Agriculture Jahad
  • Minister of Road and Urban Development
  • First Vice President and President of State Management and Planning Organization
  • Minister of Cooperatives, Labor and Social Welfare
  • The said Committee will be representatives of government shares at Bank Maskan.
  • The general assembly is presided by the Minister of Economic Affairs and Finance and in his absence, with the Minister of Industry, Mine and Trade.

 

Article 7- Ordinary general assembly of the Bank will be held at least once annually before July 22 each year for fulfillment of the following duties:

  • Hearing the annual report of the Bank and attending to balance sheet and income statement of the last fiscal year and list of asset and debts and periodic statement of annual operation and approval of balance sheet and its budget;
  • Hearing and adopting decision on reserve of the Bank and approval of special profit
  • Electing members of Board of Directors of the Bank upon recommendation of the Ministry of Road and Urban Development and staff council of the Bank
  • Electing the managing director upon recommendation of the Minister of Road and Urban Development
  • Notifications of managing director and members of Board of Directors of the Bank will be issued if signed by the Minister of Economic Affairs and Finance.
  • Electing the certified inspectors of the Bank
  • Approval of the Bank’s articles of association
  • Approval of employment, financial, administrative and transactional bylaws
  • Adopting decisions on any other issues concerning banking operations recommended by the Board of Directors of the Bank to the general assembly

 

 

 

Article 8- The extraordinary general assembly enjoys the following powers:

- Any change in the article of the Articles of Association

- Decrease of increase of capital amount

- Dissolution or merging of the Bank

 

Article 9- In order to negotiate and to decide in ordinary and extraordinary meetings of general assembly, attendance of five members is mandatory and the approvals of such meetings shall be valid if they are adopted with pros votes of at least four members.

 

Article 10- Invitation of ordinary and extraordinary general assembly is made by the Minister of Economic Affairs and Finance and in his absence by the Minister of Commerce.

 

Supreme Council of Bank

Article 11- Supreme Council of the Bank consists of the members of supreme council of banks, comprising eight members as detailed hereunder:

The Board of Directors of the Bank comprises the managing director and six members out of which five members are appointed for a period of two years upon recommendation of Ministry of Road and Urban Development and approval of the general assembly. Another member of the Board of Directors is appointed by the council of personnel of the Bank for a period of two years. Dismissal or reelection of the managing director and/or other members of the Board of Directors is made as stipulated above.

Salaried members of Board of Directors of the Bank shall maintain fulfilling their duties in charge of administration of the Bank affairs and all approvals of the legal board of directors confirmed by the general assembly until appointment of their substitute or extension of term of their membership.

 

Article 12- Duties and scope of powers of the managing director:

The managing director is the highest executive and administrative authority of the Bank and his duties and scope of powers are detailed hereunder:

1- Representing the Bank before third persons, governmental and private institutions and organizations

2- Appointing and dismissing the officers and personnel of the Bank and specifying their job, promotion and punishment and execution of other employment conditions by virtue of employment and administrative regulations of banks and pertinent bylaws

3- Opening current and deposit and other similar accounts with banks and using the said accounts in the name of the Bank

4- Collecting the claims of the Bank and paying the debts

5- Accepting any undertaking, endorsing, accepting payment and withdrawal of commercial papers

6- Concluding any kinds of transactions and all contracts, changing and converting or cancelling or annulling of transfer and execution of the same with respect to movable and immovable property, rights and binding instruments and negotiable papers in any form with any natural and legal entity and under any condition within the framework of objects of the Bank

7- Renting, lease, cancellation of lease, requesting for adjustment of rental fee and defending the same during the entire procedure and before all authorities, evicting the rented premises and requesting for issuance of an executive writ and requesting for revision of the order issued or enforcing the judgment

8- Mortgaging the Bank’s assets including movable and immovable property and redeeming the said mortgage even repeatedly

9- Filing a lawsuit and defending any claim or withdrawing from the claim by reserving all powers stipulated in proceeding and before all authorities and courts and during the entire proceeding at court of first instance, revision and appeal court and compromise, appointing an attorney with right of substitution, bringing a claim of forgery and refuting another deed and withdrawal from the deed, introducing the forger, referring the case to an arbitrator, introducing an arbitrator with or without right of compromise and on the whole, benefiting from all rights and enforcing all duties arising from arbitration law, appointing an attorney for proceeding with or without right of substitution of attorney even repeatedly, specifying the attorney’s fee, introducing an expert or assessor either admitting to the nature of claim and the ones, bringing damage claim and withdrawing the clam, summoning a third party and defending his claim, making a counterclaim and defending such claim, securing the evidence, requesting for arrest of persons or seizure of assets from the courts, granting a deadline for payment of the bank’s claims, requesting for issuance of an executive writ, following up the executive operation and collecting the court judgment debt with courts and registration departments and branches of deed and real estate

10-Enforcing all decisions made by the general assembly of the Bank

11- Issuing the order for execution of all decisions made by the Board of Directors

12- The Managing Director may delegate parts of his powers and his signatory right to one or several member/s of the Board of Directors and/or other personnel of the Bank.

 

Article 13- Duties and scope of powers of the Board of Directors: Members of the Board of Directors have the following duties and scope of powers:

  1. Drawing up the bylaws and suggestions that will be approved by the general assembly of the Bank;
  2. Approving the internal bylaws of the Bank
  3. Drawing up and approving of the Balance sheet, income statement and annual report of the Bank
  4. Drawing up the Bank budget
  5. Review and approving of employment and training plans of the Bank
  6. Drawing up a summary of list of assets and debts of the Bank biannually and submitting the same to the certified inspector
  7. Review of organizational plan of the Bank and approving of the same
  8. Recommending establishment or shutdown of branches and representation offices across the country according to rules and regulations
  9. Recommending amendment of articles of association as the case may require to the general assembly of the Bank
  10. Designating the credit policy of the Bank
  11. Adopting any decision about sale and purchase of shares and bonds
  12. Issuing an authorization for purchase and construction of any building needed by the Bank

 

Article 14- Managing Director and other members of Board of Directors (except for salaried members) shall serve on fulltime basis at the Bank.

 

Article 15- Any of salaried members of Board of Directors will be in charge of administration of a certain part of the Bank’s affairs at the discretion of the managing director.

 

Article 16- The managing director and members of Board of Directors are not authorized to get engaged in any other business or governmental job during their term of service at this Bank.

 

Article 17- Decisions adopted in meetings of Board of Directors are valid if they are made unanimously. In such cases as the meetings of Board of Directors are held attended by less than six persons, the decisions are valid if they are adopted through three pros votes.

 

Article 18- The managing director and other members of Board of Directors are not authorized to get engaged in any kind of dealing (sale and purchase) with the Bank during their term of office. They are not also authorized to obtain loan and loan facilities from the Bank except for employment loans.

 

Certified Inspector

Article 19- General assembly of the Bank annually appoints two persons as certified inspectors of the Bank for one year. Dismissal or reelection of certified inspectors are up to the general assembly.

Duties of certified inspectors are detailed hereunder:

  • Supervising the enforcement of the regulations of Articles of Association and bylaws of the Bank
  • Auditing the annual balance sheet ad accounts of the Bank and income statement and drawing up the necessary reports to be submitted to the general assembly
  • Auditing the Bank’s accounts and books and certificate of summary of the accounts to be sent to the Central Bank of the Islamic Republic of Iran every month

 

Article 20- Certified inspectors are not authorized to directly interfere with administrative affairs and transactions of the Bank. However, they may render their comments to the managing director or Board of Directors in writing.

 

Article 21- Certified inspectors may audit the all books, documents and assets of the Bank at any expedient time for fulfillment of their duties and request for the corresponding information and documents to be provided by the Board of Directors. In this case, the Board of Directors shall render utmost assistance with the inspectors accordingly.

 

 

Article 22- Certified inspectors may attend the meetings of general assembly without right of vote.

 

Article 23- In such cases as the certified inspectors refer to an expert for fulfillment of their duties as the case may require, they may seek for agreement of the Minister of Economic Affairs and Finance and invite one or several person/s temporarily at Bank cost.

 

Article 24- Decisions and measures of the certified inspectors shall be registered with a specific book indicating the corresponding date and signed. The Board of Directors may invite the certified inspectors to go into session for review of issues as the case may require.

 

Article 25- Any problem with financial affairs of the Bank detected by the inspectors shall be informed to the managing director and Board of Directors of the Bank in writing. If the managing director or the Board of Directors does not remove the said problem, taking no measures in this respect, the case shall be reported to the general assembly of the Bank.

 

Article 26- Certified inspectors’ fee shall be fixed by the general assembly.

 

Article 27- Fiscal year of the Bank starts on March 21 on each year and ends on March 20 of the said year.

 

Section Four: Balance Sheet and Income Statement

Article 28- Balance sheet and income statements with attachments thereto will be submitted by the Board of Directors to certified inspectors within at least 20 days prior to convention date of ordinary general assembly.

 

Article 29- Evaluation of items of the Bank’s assets in balance sheet will be made in the following way:

  • Shares and securities at purchase or fair current market price each that is lower
  • Movable and immovable property at purchase or cost price after deduction of depreciation cost
  • Annual profit of the Bank consisting of the income of the Bank upon deduction of cost and depreciation

Note: Bad credits will be evaluated at probable value of balance sheet on current fair market price and uncollectable credits shall be excluded from the Bank’s asset.

For bad debts sufficient reserve shall be provided through profit of the Bank so that if the corresponding debts are not uncollected, the same will be depreciated through the said reserve.

 

Article 30- Drawing up of balance sheet, income statement, amount of depreciation of Bank’s assets and manner and principles of accounting and bookkeeping shall be according to monetary and banking law and bylaws of Monetary and Credit Council as well as other governing binding rules and regulations.

 

 

Article 31- Special profit of the Bank in each fiscal year refers to income earned in the said year minus all costs, depreciations and reserves.

Special profit of the Bank shall be divided as follows upon deduction of taxes plus amount transferred from last period upon approval of the general assembly:

  • At least 15% prior to deduction of taxes in accordance with monetary and banking law as legal reserve
  • A certain part as reserve for funding the bad debts and other reserves
  • A certain part will be transferred to the account of next year.
  • The remaining special profit is included into capital account of Bank Maskan.

 

Section Five: Miscellaneous Regulations

Article 32- The corresponding cases not provided for in the Articles of Association shall be governed by monetary and banking law and other governing binding and effective rules and regulations.

 

Article 33- Any change in the Articles of Association shall be made upon approval of general assembly of the Bank and monetary and credit council through full observance of current rules and regulations.

 

Article 34- Before approval of employment, financial and transactions bylaws, the current bylaws and regulations of the Bank are binding and effective.

 

Article 35- The Articles of Association shall be put into effect as of its approval date.

 

Article (1) Annexed

The general assembly may appoint some of members of Board of Directors simultaneous with their position as unsalaried members at its discretion.

 

Note 1) Unsalaried members refers to the members who are not fulfilling constant duties concerning fulltime organizational position or job.

Note 2) The managing director is not authorized to delegate his executive powers to unsalaried members.

Note 3) The corresponding regulations of the Bank’s Articles of Association which are contrary to the contents of this Article, are rendered null and void.

Modified Date1398/5/16- 10:47