Article 1- The name of company is Kermanshah province rural water and waste water stocks company which is called company in this statue
Article 2- The purpose of the company is development ,creation, maintenance ,installations , restruction ,distribution of drinking , collection, transmition and exclusion of rural waste water .
Article 3- Basic center of company is in the center of Kermanshah province.
Article 4- The kind of company is special stocks and has independent of the financial affairs in company and is subsumpted in relevant rules and is conducted based on commercial principles and financial bylaws.
Article 5- Duration and time of the company is unlimited.
Article 6- The stock of the company is 5000000 RIALS which is divided to 500 stock ,each stock about 10000 RIALS and totally belongs to water and waste water engineering skilled mother company of country.
Note: changing of stock is just possible by observing rules and passed lows
Chapter 2-actions and duties of company :
Article 7-To achieve to the mentioned purpose in this statue the company can do based on lows as following .
1-Study and administration of creation and development , design related to security , transmissions and distribution of drinking water.
2-Stydy and administration of rural sewage sanitary excretion designs .
3-Maintenance and utilization of institutions related to drinking and sanitary water of villages like : PIT, penstock, refineries , tanks, pumping stations , transmitions lines, control systems and distributions networks.
4- Maintenance and utilization of public institutions of villages sewage .sanitary excretion like: transmition lines, collection networks and refinery.
5- Reconstruction and development of drinking water institutions and networks public institutions of rural sewage sanitary excretion and protection of them .
6-Providing drinking water in rural networks based on passed standards in framework of program of energy department.
7-Utilization and administration of related institution based on companies duties .
8-Getting financial facilities and loans
Article 9 - Representing of stock in public company with board members and mother company of water and wastewater engineering and the chairman of its mother company is given to the country's water and wastewater engineering company.
Article 10 – Company public community includes:
1) The ordinary general meeting
2) The extraordinary general meeting
Article 11 - The ordinary general meeting shall be composed at least twice a year. One time, it is composed for a hearing and investigation about the reports to the board of directors and inspectors and auditors of financial statements and other affairs of the company that is listed on the agenda of the General Assembly. Second time to consider and decide about the budget for the next year and plans for the future policy and the other affairs of the company that is on the agenda of the General Assembly.
Note - The extra ordinary general meeting can be formed with invitation or request of the Assembly and the majority of Assembly members or the chairman or any reason at any time to invite the chief inspector.
Article 12 - The ordinary general meeting and extraordinary general meeting will be formal when it is attended by the most members of the General Assembly and will be valid with the majority of all members and decisions of the at the ordinary general meeting and extraordinary general meeting will be valid with at least two-thirds vote of all members. Assembly invitation, whether ordinary or extraordinary with history the date of the formation and agenda at least ten days before the date of the General Assembly will be be sent to members of the Assembly
Article 13 - Responsibilities of the ordinary general meeting is as follows:
1) Deciding about the company's general policy and plans for future operations.
2) Considering and deciding about the annual report and financial statements and operations, budgets of the company.
3) The deciding about the company's savings and the how to divide them.
4) Selecting or dismissing the chairman of the board members and company observers.
5) Identifying reward pays to board members and salary.
6) Determining the remuneration of inspectors and auditors.
7) Approving financial, trading regulations based on related rules of company.
8) Evaluating and verifying the cost of water and sanitation services and establish branches collected according to the Ministry of Civic and law.
9) The confirmation of subscription rates and water sewage disposal and collection costs to establish branches in rural areas, and presenting it itself to the Ministry for approval and notifying procedures rents.
Note - If the cost is less than the approved tariffs, the compensation of differential to determine the manner and predicted.
10) Approving hire company in the General Assembly Utilities mother company engineering and related other laws.
11) Reviewing and approving major construction of the company and programs required by the plot and personals.
12) Proposing decision to the board about peace and reconciliation and claiming it to judge as well as a refund claim with the relevant regulations.
13) Indentifying widely circulated newspaper for publishing the commercials of the company.
14) Deciding to the other issues that is required to be approved by the laws and regulations of the ordinary general meeting which is listed on the agenda.
Article 14 - Duties of the General Assembly are as following:
1) Deciding to increase or decrease the company's capital and giving recommendation to Cabinet for approval.
2) Investigating and deciding to modify or change companies statue within the law and recommend to the Cabinet for approval.
3) study the decision to dissolve the company based on laws and regulations and recommend action to the Cabinet for approval
B - Board manager:
Article 15 - The company's board of directors consisted of three or five members who are selected and approved by an ordinary general meeting of experts in related to the company operations. Board members must be full-time in the mother company or parent company or one of the country's water and wastewater engineering specialized companies. Board members are elected for two years after the expiration period they will remain until the renewal not to choosing them again for the next period is permitted.
Article 16 - The ordinary general meeting can choose a substitute and member and that person can do in the case of death or resignation or any other reason the main activities of each member of the Boarding (diagnosis head of board by specialist mother.
Note - Alternative board member is elected among the employees
Article 17 - Meetings of the board will recognize with the majority of members votes and deciding will be based on the majority of agreed .
Article 18 - Meetings of the Board are hold at least once every month and will be sent members by the chairman one week before the meeting invitation for members will be sent by the chairman.
Article 19 - The board of directors will have a notebook in which meeting in its ,recorded and signed by present members. Responsibility for notification and follow-up legislation is giving to the board chairman.
Article 20 - Board of Directors explicitly decide about performing any operations associated with the subject of the company’s activities, which are not in the competence of the General Assembly and they have the full power to decide about them.
Board of Directors also has the following powers:
1) Recommending policies and strategic plans to the General Assembly.
2) Approving the operational plan of the company and facility development.
3) Considering and approving the annual budget, reporting annual performance and financial statements of the company and presenting them to the General Assembly.
4) Approving the financial regulations, trading, the property of the company and its presentation to the General Assembly for approval.
5) Approving the agreement related to exchange scientific, the technical, industrial and commercial information companies of the related with the regulations of Statute of the company.
6) Approving the form of loans and credit with General Assembly acceptance and in compliance with laws and regulations.
7) Carrying out internal audit of operations and the company's trading activities.
8) Reviewing and proposing amendments or changes to the constitution of the General Assembly.
9) Evaluating and recommending about the macro structure of the company and absorbing manpower to adjusting to the General Assembly.
10) Approving of the detailed structure of the company within the company organization presenting it the General Assembly.
11) The Board is required to send the report of financial statements and the Company's Board in the legal deadline for the mother company of water and wastewater engineering as well as to examine and commenting on the inspector.
12) Surviving and recommending of peace and reconciliation in the claims and referring to arbitration and the arbitrator as well as a refund claim to the General Assembly in compliance with regulations.
13) Selecting the CEO and Chairman and introducing him of the General Assembly of his proposal for sentencing
14) Reviewing and approving of guidelines for corporate governance.
15) Detection of suspicious claims and recommending it to the General Assembly.
16) The board of directors can transfer part of their be their responsibility to the CEO.
Article 21 - The highest ranking official personal of the company's Managing Director for two years was destroyed or removed from the board members elected by the board of directors and the chief judge is appointed by the General Assembly.
CEO responsible for the administration of all affairs of the laws and regulations of this Statute, the company is.
With its responsibility of managing the duties of each of the employees to transfer their Vakhtyarat
Article 22 - Responsibilities of the CEO is as following:
1) Approving and administrating of decisions.
2) Preparing, formulating and recommending policies, operational plans and annual budgets for the board.
3) Predicting funds required to purchase technical support services, research, logistics and training of the company in the budget.
4) Preparing annual financial statements of the company presenting to the board.
5) Determining the procedures in the framework of regulations and referring them to the relevant units.
6) Proposing the financial and trading regulations to company board.
7) Proposing detailed organization of the company's board of directors by the General Assembly.
8) Supervising on the implementation of regulations and measuring activities based on the laws and regulations concerning corporate governance.
9) Making decision about affairs and operations of the company except whatever is duty of the General Assembly and Board of Directors.
10) Removing and selecting all employees, the salary, bonus, promotion and punish them according to approved regulations of Faith.
Article 23 - CEO of the company's the legal representative in all judicial and administrative authorities and has the right to and prosecution of criminal and legal claims it .
Manager can judge in compliance with regulations and after obtaining the opinion of the board shall refer the case to the judgment.
Article 24 - All documents and financial commitment and contracts should be signed by the CEO (or his representative) and one board member who is elected in board of directors (or elected representative of the Board). Administrative correspondence will be signed by the CEO or his representatives. All checks on those above signing will be signed by the accountant or his representative
Article 25 - In case of finishing the time of management for CEO, the manager is efforts to determine the new CEO are valid and enforceable and will have executive powers.
C - Inspector and auditors
Article 26 - The company will have auditors and they will be selected for one year .
Note 1 – Inspector’s and auditors operations in performing their duties should not impede the normal flow of things.
Note 2 - The ordinary general meeting can elect understudy and the principal investigator and auditor is not able to perform his duties, according to his operates the General Assembly shall.
Chapter IV - Financial Statements
Article 27 - The first financial year of the company is from the first day of formation to the last day of esfand.
Article 28 - The company's financial statements have to be prepared in compliance with accounting standards and should be available in appointed date.
Article 29 - The company will be allowed to allocate part of the credits under paragraph (3) of Article 22 of the Statute for certain services to the water and wastewater engineering mother company of the country.
Other regulation of Chapter V
Article 30 - The company has to operate the policies, programs and development and exploitation activities based on the rules and regulations of the energy Ministry.