Article 8 - The fundaments of the Authority are as follows:
A. General Meeting
B. Board of Directors and Managing Director
C. Inspector and auditor
Article 9 - In general meetings the share representation is with board of directors of specialized mother company, Iran's Water Resources Management, and the chairmanship would be with head of board of directors of Iran's Water Resources Management.
Article 10 - General Meetings of the Authority consist of:
1 - Ordinary General Meeting
2 - Extraordinary General Meeting
Article 11 -The ordinary general meeting of the Authority would be held at least twice a year. Once is to hear and investigate the report presented by the Authority's board of directors, inspector and auditor, and subsequently make decisions for financial statements and other matters which may be mentioned in general meeting's agenda. Second time is to investigate and make decisions pertaining next year budget, plans and further strategies of the authority; and other matters which may be mentioned in general meeting agenda.
NOTE: Ordinary general meeting will be held extraordinarily upon invitation of the chairman of board of directors or based on the request of the majority of shareholders of general meeting or head of board of directors or inspector or auditor, mentioning the reason at any time .
Article 12 - The ordinary and extraordinary general meetings will be official when the majority of general meeting members are presents, and decisions in ordinary general meeting are valid with the majority of votes. However, in extraordinary general meeting the decisions are valid with 2/3 of total votes.
Invitation to general meeting either ordinary or extraordinary would be done mentioning date and place of meeting along with its agenda at least ten days in advance. Backgrounds of matters witch are in the general meeting agenda should be send along with the invitation for members of the meeting.
Article 13 - Duties and Authority of ordinary general meeting are as follows:
1- To making decision on general strategies and future plans of the Authority.
2- To investigate, declare and making decision about annual functional report and financial statements and Authority's budget.
3- To make decision on reserves and method of distribution of profits.
4- To appoint or dismiss the chairman and members of the board of directors, inspector and auditor.
5- To assign salary, fringe benefits and remuneration of board the member of directors.
6- To assign salary of inspector and auditor.
7- To suggest financial, transaction and belongings regulations of the authority observing related rules.
8- To investigate and confirm the delivered water cost and partnership right to the various consumers, hydro electric power, and provided services according to the inspector and auditor reports and proposing it to the Ministry of Energy.
9- To investigate and confirm the tariffs of water, partnership right, hydro electric power and provided services, considering water cost and providing it to the Ministry of Energy for approval and further notifying the related tariffs.
NOTE: In case the approved tariffs are less than the costs, indemnity of difference should be considered by the approving authorities in a given way.
10 -To propose employment regulations within the framework of general meeting approvals of specialized mother company, Iran Water Resources Management and other related rules and regulations.
11- To investigate and enactment of macro-structure of the Authority and determination of limits of required posts and man power and pertaining adjustments.
12- To make decisions on suggestions made by the board of directors regarding compromise and agreements in legal disputes arguments and referring the case to arbitration and assignment of arbitrator; and also redemption of legal cases argument observing related regulations.
13- To recommend regulations in regards of determining the expenses fees of performing affairs to the general meeting of specialized mother company, Iran Water Resources Management.
14- To specify the wide circulation newspaper for publishing the advertisements of the Authority.
15- To make decisions on other matters which according to the rules and regulations of this constitution needs the approval of ordinary general meeting of the Authority, and also matters which are mentioned in the agenda.
Article 14 – The duties of extraordinary general meeting is as follows:
1- To making decision on decreasing or increasing capital.
2- To investigate and make decision on amendments or change in the constitution of the Authority within the frameworks of law and recommend it to the Board of Ministers for approval.
3- To investigate and make decision on disbanding the Authority according to the related rules and regulations.
Article 15 - The board of directors of the Authority is composed of three or five principal members whom will be elected from professionals in related expertise with the approval of general meeting assembly.
Members of the board of directors should be working full time in the Authority or specialized mother company, Iran Water Resources Management, or any sub-companies of Iran water Resources Management Company. Members of board of directors are elected for two years and they will remain in their position until Re-election is made of them is allowed for future periods.
Article 16 - The ordinary general meeting can elect a substitute to replace principal members of board of directors when a member resigns or passes away or by any other reasons by which
The continuation of his activity impossible (this is done by with the recognition of the chairman of general meeting), then the substitute member will be replaced.
NOTE: The substitute member is elected from the employees of the Authority.
Article 17 - Meetings of board of directors are official when the majority of members are present and decisions are adopted upon the agreement of the majority vote.
Article 18 - The sessions of the board of directors will be held regularly at least once a month and at the Authority's office and the agenda will be sent to the members by the head of the board of directors a week in advance. In urgent cases, observing mentioned formalities would not be necessary by the recognition of the head of board of directors.
Article 19 - The board of directors will have a book in which the sessions of board of directors and opinion of objectors will be recorded and signed by presented members. Responsibility of notification and follow-up of approvals will be by the head of board of directors.
Article 20 – Observing the rules and regulations, the board of directors has full right to make decisions about any activity and dealings related to the Authority's scope of activities which are not mentioned in the scope of power of general meeting.
The board of directors also has the following authorities:
1- Recommendation of strategies and big plans of the Authority to the general meeting.
2- Confirmation of operational program of the Authority whether exploitation or development of installations and provide it to the general meeting for approval.
3- Investigating and confirming annual budget, reporting annual activity and financial statements of the Authority and presenting them to the general meeting for approval.
4- Confirmation of financial, transactions and employment regulations of the Authority and presenting then to the general meeting.
5- Approval of regulations regarding exchange of scientific, technical, industrial and commercial information in the fields of activities of the Authority, fin increment based on the observing rules and regulations and meanings of this constitution.
6- Approval of loan taking and managing director suggestion and on the basis of general meeting's approvals, observing rules and regulations.
7- Reporting expenses of delivered water and partnership rights among various parts of consumption, hydro electric power, and provided services within the frameworks of approved
regulations of general meeting of specialized mother company , Iran Water Resources Management and proposing to the general meeting.
8- Performing internal auditing on activities, dealings and all Authority's activities.
9- Investigation and recommendation of any modification or changes in the constitution to the general meeting.
10- To investigate and recommend the big plans of the Authority and the program of hiring and adjustment of man power to the general meeting.
11- Approval of detailed organization of the Authority within the frameworks of big organization and the limits of organizational posts, and announcement to the general meeting.
12- The board of directors is obliged to send financial statements of the Authority and the report of the board of directors to the specialized mother company, Iran Water Resources Management in due time and also to the inspector and auditor for investigation and commandment.
13- Investigation and suggestion for any compromise and agreement in legal disputes and referring the case to arbitration and assignment of arbitrator and also redemption of dispute argument observing related regulations.
14- Election of managing director and recommending him to the chairman of the general meeting for approval and issuance of his commission.
15- Investigation and approval of required internal guidelines to manage the Authority.
16- Recognition of suspicious claims and recommendation for decision making to general meeting.
17- The board of directors can grant part of its powers to the managing director.
Article 21 – The managing director is the highest executive of the Authority who is elected the members of the board of directors or from outside for two years by the board of directors and is appointed by the order of chairman of board of directors. The managing director is responsible to manage all the affairs of the Authority within the limits of rules and regulations of this constitution. Based on his responsibility the managing director can transfer part of his power to any one of employees of the Authority.
Article 22 – Duties of the managing director are as follows:
1- Implementation of approvals and decisions made by the board of directors and general meeting.
2- Preparation, adjustment and suggestion of strategies, executive plans, and annual budget of the Authority to the board of directors.
3- Foresee the required finances to procure supporting technical services, researches, preparatory and training in the budget of the Authority.
4- Preparation and adjustment of annual financial statements of the Authority and presenting it to the board of directors.
5- Determination of executive methods within the framework of rules and related regulations, and notification to the concerned departments.
6- Suggestion of financial, transactional and employment regulations to the board of directors.
7- Suggestion of detailed organizations of the Authority to the board of directors within the framework of general meeting’s approvals.
8- To draw up contracts concerning items (5) and (6) of article (7) of the constitution and presenting it to the board of directors for approval.
9- Supervision on proper execution of the Authority’s regulations and implementing required actions for proper management of Authority’s affairs within the rules and regulations.
10 – Making decision and act on all matters and actions of the Authority except those which are the duty of general meeting and the board of directors.
11 – Ok of all the personnel, determination of salaries, wages, tips, promotions and punishments according to the rules and regulations approved by the concerned authorities.
Article 23 – Managing director is the legal representative of the Authority in all administrative and legal entities and is entitled to transfer his responsibility to another person to advocate the Authority’s rights and pursue the claims and its proposition whether statutory or juridical.
Observing the regulations the managing director in entitled to refer the case to an arbitrator after getting the board of director’s opinion.
Article 24 – All the checks and financial documents and papers, bonds and contracts should be signed by the managing director and any member of board of directors assigned by the board of directors (or a representative chosen by the board of directors). Administrative correspondences will
Be signed by the managing director or his representatives. Besides, all the checks signed by the mentioned persons, will be signed by the accountant or his representative as well.
Article 25 – In case the managing director’s management period is expired will remain valid, his actions un till the assignment of next managing director. They are effective and has should be executed.
Article 26 - The Authority has an inspector and auditor who will be assigned for a year by the approval of general meeting,observing rules and regulations.
NOTE 1: Actions of inspector and auditor regarding their obligations should not prevent routine works of the Authority.
NOTE 2: In case the inspector and auditor not being able to accomplish their duties, the ordinary general meeting can assign a stand-in inspector and auditor to precede their obligations after the recognition of the chairman of the general meeting.