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Articles of Association

In the Name of God

Introduction

To support development of small and medium businesses as well as knowledge-based companies, Razi Technology Incubator, affiliated to Razi Vaccine & Serum Research Institute, was established based on the License issued by Ministry of Health & Medical Education, and managed in accordance with the provisions of this Articles of Association, ratifications of Board of Trustees of Razi Vaccine & Serum Research Institute, as well as relevant regulations, rules and laws.

In the present Articles of Association, “Ministry” briefly refers to “Ministry of Health & Medical Education”, by “Institute” we mean “Razi Vaccine & Serum Research Institute”, “Specialized Committee of Technology” briefly shall be mentioned as “Committee”, and “Center” means “Technology Incubator Center”.

Article 1- Objectives

  1. Developing an area required for growth and development of technology units in the field of Biotechnology and other related fields and industries and assisting these units to produce and develop products which could be supplied to market
  2. Developing entrepreneurship and supporting innovations and inventions of entrepreneurs, university graduates and technicians
  3. Creating necessary fields for commercializing research achievements
  4. Assisting local economic prosperity based on technology (services and products)
  5. Developing cooperation network among research sections and business environment

 

Article 2- Duties & Powers of Center:

2-1. Offering services and consultation required for units in line with transforming new ideas to the products which could be commercialized

2-2. Attracting and accepting technological units holding consistent ideas with field of activity in the center

2-3. Supporting financially and other supports from technological units located in Center

2-4. Inspecting and evaluating activities of technological units located in the center

2-5. Providing required facilities and substructures for development of technological units

2-6. Creating required fields for commercializing technological products

 

Note 1: The following activities shall be forbidden for the center:

  1. Contributing in shares of technological units (receiving shares and royalty from technological units located in Center by a holding company belonging to Board of Trustees shall be permitted.)
  2. Employing faculty members as members of central committee (mission of faculty members of universities and other educational & research institutes shall be authorized.)
  3. Concluding and executing research contract, except the following cases:
  • Study project in the area of improvement and development of Center
  • Project which are set to be referred to technological units located in Center

 

Article 3- Place of Activity

Place of activity of Center shall be in the Institute.

 

Article 4- Elements of the Center:

4-1. Board of Trustees

4-2. Founder Organization

4-3. Head of Center

4-4. Council of Center

 

Article 5- Board of Trustees

Board of Trustees of Center shall be the same as Board of Trustees of Institute.

 

Article 6- Duties & Powers of Board of Trustees:

6-1. To ratify internal circulars of Board of Trustees

6-2. To ratify organizational chart and foundations of Center based on the relevant rules and regulations

6-3. To certify required attachments and supplements to financial, transactional, employment and foundational circulars of the Institute in such a way they respond organizational and operational requirements of Center.

6-4. To review and approve annual and descriptive budget of Center proposed by head of Institute.

6-5. To approve method of collecting specialized incomes and their consumption regarding rules and regulations.

6-6. To make efforts to attract financial funds and facilities from any real persons and legal entities regarding rules and regulations

6-7. To certify, amend or verify Articles of Association and to present it to the Ministry to be ratified in the Committee

6-8. To approve dissolution of Center and to present it to the Ministry for approved in the Committee

 

Article 7- Duties & Powers of Institute

7-1. To provide required financial resources for Center

7-2. To appoint head and members of board of Center

7-3. To provide management committee and human resources of headquarters

7-4. To supply physical space and required infrastructures for launching Center

7-5. To propose center’s dissolution to the Board of Trustees

7-6. To suggest amendment or verification of Articles of Association to the Board of Trustees  

 

Article 8- Head of Center

Head of Center who is the legal representative of Center in real and legal authorities shall be appointed among experienced personnel and he/she shall be certified and approved by the head of Institute.

 

Article 9- Duties and Powers of Head of the center

9-1. To manage and conduct activities of Center and to inspect on good performance of all its activities within the framework of Articles of Association, ratifications of Board of Trustees and relevant rules and regulations

9-2. To sign financial and administrative documents within the framework of rules and regulations

9-3. To conclude contract as the representative of Center with any real person or legal entities

9-4. To set and propose annual and descriptive budget after approval of council of Center to the head of Institute

9-5. To set and propose annual and 5-year budget after approval of council of Center to the head of Institute

9-6. To present annual operation report of Center to Institute and Board of Trustees and the Ministry

9-7. To evaluate and inspect on activities of technological units located in Center to ensure conformity of activities with the goals forecasted in the approved work schedule of technological units

9-8. To plan and adopt required actions to supply budget and to strengthen financial strength and to attract facilities for Technology Incubator Center

Note 2: Implementing clauses 9-2 and 9-3 shall be effective in the case of delegation of powers by the head of Institute.

 

Article 10- Members of Technology Incubator Council  

10-1. Head of Technology Incubator (Chairperson of council)

10-2. Deputy of Technology Incubator (Secretary)

10-3. Two persons from managers of industries and/or executive authorities of the region related to business of Technology Incubator Center

10-4. Three persons from researchers and/or experts proficient in the specialized field in proportionate with the activities of Technology Incubator Center

10-5. One outstanding expert of economics

10-6. One person from managers of private companies being active in the area of technology

Note 3: All the members mentioned in Article 10 shall be appointed by head of Institute.

 

Article 11- Duties & Powers of Council of Center

11-1. To specify policy and short-term and long-term plans of Center within the framework of policies and ratifications of Board of Trustees and the Ministry

11-2. To approve circulars and instructions related and required by Center

11-3. To make decisions about attracting and accepting technological units

11-4. To approve policies, financial and practical strategies of Technology Incubator Center

11-5. To propose the plan and budget related to the activities of Center to Board of Trustees

11-6. To certify annual financial balance sheet (profit & loss statement) of Center based on ratified indexes to be presented to Board of Trustees

11-7. To certify executive circulars of Center

11-8. To approve qualification of technological units to be located in Center

11-9. To review annual performance of Center

11-10. To propose dissolution of Technology Incubator Center to Institute

11-11. To suggest an amendment or adjustment in Articles of Association to Institute

 

Article 12- Financial-Transactional, Administrative & Organizational Regulations

In terms of financial-transactional, administrative and organizational regulations, Center shall follow financial-transactional, administrative and organizational circulars of Institute and other particular circulars ratified by Board of Trustees of the center.

 

 Article 13- Financial Resources:

Financial resources of Center include:

13-1. Institute’s credit

13-2. Private incomes resulting from the activities related to the mission of Center

13-3. Supports received from governmental and non-governmental real persons and legal entities

 

Article 14- Fiscal year of Center shall be one solar year commenced from March 21 and terminated on March 20 of the next year.

 

Article 15- Dissolution

15-1. Center shall be dissolved in the following cases after approval of Ministry’s committee:

15-1-1. Following Institute’s suggestion

15-1-2. In the case of violating regulations of Articles of Association, ratifications and laws of Ministry and other current state rules and regulations, based on discretion of Ministry

15-1-3. In the case of losing establishment conditions and/or having weak performance, based on discretion of Ministry

15-2. In the case of agreement of committee with the dissolution of the center, a board consisting of legal representative of Institute and Head of Center shall settle the accounts within the term specified by the committee regarding legal rules.

15-3. In the case of settlement of accounts, Institute shall be obliged to:

15-3-1. Perform all obligations of Center against ministries, governmental institutes, non-governmental public foundations, banks, municipalities and other real persons and legal entities or to accept the center’s liabilities through agreement with right owners.

15-3-2. Return all privileges and assets delivered to Center from public and state resources or present agreement of right owners demonstrating conveyance of privileges and assets to Institute.

 

Article 16- Any unforeseen items in this Articles of Association shall be in accordance with the rules and regulations of Institute, Ministry and other relevant authorities.

 

Article 17- Any changes in provisions of Articles of Association shall be applicable through suggestion of council of Center and approval of Board of Trustees of the center.

 

Article 18- The present Articles of Association, including 18 articles and 3 notes, was approved on 2014/09/22 by the Specialized Committee of Technology of Ministry of Health & Medical Education, and shall be binding from date of notification.