Constitution

Parham is located in the Islamic Republic of Iran, and hence, it is regulated and governed in accordance to the constitution of Islamic republic of Iran. Moreover, Parham’s Personnel are prohibited of any political activities in the name of Parham organization.

Article 5: Duration

Duration of the activity of Parham after its establishment is indefinite.

Article 6: Activities and Goals

Parham is established in order to aid patients (especially children) and their families so that they can benefit from medical and therapeutic services and general consultations by recognizing such patients in one hand and volunteered physicians, medical and consultation centers from the other hand and communicating them to each other, and also publishing information in different realms of such activities with reliance on domestic networks, internet, and propagandizing and promoting the concept of Telemedicine through developing a web site. at:

http://www.ParhamMedical.org

Parham, in general follows the ensuing goals:

Recognizing needy patients in the national level who are deprived of medical and therapeutic facilities and introducing them to volunteered physicians and medical centers that are willing to offer such services
Recognizing patients without diagnosis in the national level whose conditions are critical and also physicians and medical centers outside Iran that are willing to volunteer and offer therapeutic consultation and help to communicate and exchange information between them through the above mentioned web site.
Promoting telecommunication between physicians and providing facilities with this basis so as to exchange views and solve diagnostic and scientific problems.
Recognizing special and chronic patients, their families, and the bereaved families along with related consultation centers who are willing to volunteer and give consultation and guidance in order to strengthen such patients and their families and help to establish connection and exchange information between them.
Recognizing foundations, centers and organizations that are active in the domain of therapeutic and medical services and planning to orient their services towards the needy groups and helping to establish a connection and exchange information between them.
Promoting, developing, and publicizing scientific and research breakthrough by means of internet and holding meeting and encouraging research activities
Implementing databases of Iranian physicians and medical centers in Parham’s web site in the internet in order to facilitate treatment plans for the physicians and patients
Mobilize financial and human resources so as to realize the above mentioned goals

Article 7: Investment

Initial investing funds for Parham is 2,000,000 rials. This amount has been provided by the Board of Founders, by equal shares, and presented to the Board of Directors.

Article 8: Board of Founders

The Board of Founders of Parham, in alphabetical order, is as following:

Dr. Susan Parsay
Dr. Ahmad Khodadad
Dr. Sayed Ahmad Tabatabai Aghdaie
Ms. Bahareh Gharavi
Mr. Behzad Gharavi
Dr. Sayed Mohammad Ghodsi
Dr. Reza Modaress Fathi
Ms. Fereshteh Noroozi

Note 1:

The Board of Founders, after establishing the first Board of Directors of Parham and providing a list of qualified persons for the Board of Trustees will not have any further responsibilities in Parham

Note 2:

The board of directors, not later than six months after the initiation of work, is obliged to assemble the first general assembly of Board of Trustees according to the list of nominees provided to them by the Board of Founders.

CHAPTER II

CONSTITUENTS (Foundaments)

Article 9: Parham Constituents

Parham constituents include:

Board of Trustees
Board of Directors
Auditors

Article 10: General Assembly of the Board of Trustees

The general assembly of the Board of Trustees is the highest legal authority in policy and decision making through ordinary and extraordinary sessions.

Note 1: Actions of the Board of Trustees is honorary.

Article 11: Ordinary General Assembly

Ordinary general assembly of the Board of Trustees will be organized at least once a year and with the invitation of the chairman of the board of trustees or the chairman of the board of directors. Announced sessions of meetings and approvals of the Board of Trustees will become valid with the relative majority of number of votes (half+1 of votes)

Note: In case that the first invitation of the Board of Trustees does not reach majority, a second meeting will be arranged within15 to 30 days and with any numbers of present members will become official

Article 12: Extraordinary General Assembly

Extraordinary meetings for the Board of Trustees can be formed at any time pending on the request of the chairman of the board of trustees or a minimum of 5 members of the Board of trustees.

Article 13: Responsibilities Of Ordinary and Annual General Assemblies

Electing the members of Board of Directors and auditors
Electing a managing director as proposed by the Board of Directors
Hearing and investigating reports of the Board of Directors and the auditors
Assigning the general course of action
Approving the plan, budget, and the annul balance sheet
Investigating and approving the propositions of the Board of Directors including regulations and internal policies and institutional structure
Dispersing a circulating newspaper as to publish notices and invites.

Article 14: Responsibilities of the Extraordinary General Assemblies For The Board of Trustees

Approving changes in the constitution
Investigating and approving Parham foundation dissolutions
Removing or appointing a replacement in case of resigning or death of a member in the Board of Trustees

Article 15: Administrative Board of General Assembly

General assembly is operated by an administrative Board which consists of a president, a vice president, and a secretary, whom, in the first meeting, will be selected with the majority of votes by the Board of Trustees and serve a three year term and can be reelected continuously.

Note: Members of the administrative Board cannot be candidates for membership in the Board of Directors and auditors.

Article 16: Board of Directors

Parham is operated by the Board of Directors which consists of five original members and two auditors whom will be selected for by the Board of Trustees general assemblies and serve a three years term.

Note 1: With the presence of the majority of the Board of Directors, meetings will have a quorum and decisions made with the majority of votes are valid.

Note 2: Attendance of the members of the Board of Directors in meetings is necessary. Absence without an acceptable excuse and previous notice in four successive meetings is construed as resignation of that member.

Article 17: Meeting of the Board of Directors

The Board of Directors, aside from their own ordinary meetings which convenes regularly and at least once every 15 days, when necessary, through written or verbal invite of the managing director or the chairman shall convenes extraordinary meetings.

Article 18: Chairman of the Board of Directors

Following a time limit of a week after being selected, members of the Board of directors, shall convene to elect the chairman of the board of directors and financial manager from within the board.

Article 19: Duration of the Board of Directors

The Board of Directors will be elected for a period of three yeas and can be reelected continuously. At most two months prior to the termination of his or her tenure, the chairman of the board of directors is responsible to invite an ordinary general assembly in order to elect the new board of directors.

Article 20: Duties of the Board of Directors

The Board of Directors is the legal representative of Parham and its duties and authorities are as follows:

Protecting and preserving movable and immovable assets.
Auditing Parham’s accounts either disbursing or collecting claims
Executing sanctioned laws of the Board of Trustees
Carrying out the legal formalities
Pursuing judicial, financial, and registered incidents in all legal stages in courts and etc. Selecting judge, lawyer and also removing them
Settling and deciding claims through agreements and in the case of a lapse replacing and giving over all or parts of its authorities to any other person either legal entity or individual as attorney with the right of substitution.
Carrying out measures and necessary transactions, transporting and transferring movable and immovable assets or changing it to mortgage and removal of the mortgage and receiving a loan
Directorship for the betterment of Parham’s affairs
Proposing the removal and appointing the managing director to the Board of Trustees
Specifying the holders of authorized signature for withdrawals from bank accounts and signing for any kind of documents and liability papers
Regulating and approving the balance-sheet and reporting the performed activities in order to present them to the Board of Trustees
Referring to banks and financial organizations, accepting donations, gifts and taking technical and financial help including domestic or international ones and accepting credit facilities both from public and private sectors and collecting or granting loans

Note 1: The Board of Trustees will specify salary and benefits of the bound members of the Board of Directors

Note 2: The Board of directors will specify salary and benefits of the managing director and other employees of Parham

Note 3: All of the documents and liability papers with the signature of the managing director and Parham’s seal and the signature of the chairman of the board of Directors or the financial manager will be creditable

Note 4: Members of the Board of Directors can be bound by duty or be unbound however, the managing director will be bound by duty and: full time

Note 5: Other than the subject matters that, due to the purport of this constitution, are under special competence of the Board of Trustees’ general assembly, the Board of Directors has all the necessary authorities for administrating the affairs.

Article 21: Managing Director

The Board of directors can select an individual as managing director from within the board or others and propose to the board of trustees.

After being approved by the board of trustees, the managing director will take the executive responsibilities of Parham in the frame of this constitution.

Note1: The board of directors will specify the duties and authorities of the managing director, and, the managing director is the representative of Parham in this context.

Note2: Maximum course of managing director is 3 years, and if he is a member of the board of directors, then his managing period can not be longer than his membership in the board.

Note3: Re-election of the managing director for future periods is not prohibited

Article 22: Responsibilities of the Managing Director

Performing the sanctioned laws and regulations of the Board of Directors
Administrating the executive affairs and expanding them through comprehensive activities inserted in the constitution and in accordance to the sanctioned rules and regulations
Complete executing and exercising all or a portion of the Board of Directors’ responsibilities and authorities, which through that Board, will be assigned to him or her.
Maintaining and administrating assets and possessions and auditing the accounts
Hiring or Firing employees in coordination with the Board of Directors in the limits of the regulations and related rules
Proposing improvements or alterations in the organization, establishment and rules and regulation to the Board of Directors
Representing the Board of Directors in front of other authorities and organizations

Article 23: Auditors

The regular general assembly will select one person as the main auditor and one person as substitute auditor for the time period of one year

Note: Re- election of auditors is not prohibited

Article 24: Responsibilities of auditor or auditors

Considering all documents and financial papers and preparing a report for the general assemblies
Studying the Board of Directors’ annual report and in case of need preparing a report for the general assemblies
Reporting any violation and inadequacy regarding the Board of Directors and the managing director to the Board of Trustees

Note 1: An auditor, without having the right to vote, can take part in the Board of Directors’ meetings

Note 2: On the basis of auditor request all financial and non- financial documents, in any given time and unconditionally, will be given to the auditor by the board of directors.

CHAPTER III

BUDGET AND MISCELLANEOUS

Article 25: Right of With Draw

None of the members of the Board of Founders and the Board of Trustees of Parham has the right to withdraw for or allocate profit to their selves

Article 26: Budget:

Parham’s budget is attained from the amounts received from membership and partnership fees, collecting and receiving gifts, technical and financial aids (including private, public, and international) and also making deals, buying and selling of goods and services either domestic or international in forms of contracts and also other legal and common methods. All of Parham’s incomes and revenues are spent on the fulfillment of the goals, subjects and matters mentioned in this constitution.

Article 27: Legal Ledgers and Journals

Revenues and costs of Parham shall be recorded in legal journals & ledgers, and the balance sheet account of the fiscal year will be presented on demand, to the legal authorities and charitable contributors

Article 28: Terms Of Dissolution

Dissolution of Parham can occur, with the approval of the extraordinary general assembly of the Board of Trustees given the following terms:

Inability of Parham in performing its duty and satisfying its goals
For any reason approved by the Board of Directors which has been proposed and finally approved by the Board of Trustees.

Article 29: Cession of Assets

In the case of dissolution, extraordinary general assembly of the Board of Trustees will select a settlement board consisting of three members of its own Board.

This board after paying the debts and collecting the claims will donate all properties and assets of Parham to a non- governmental organization which pursues public utility and humanitarian goals.

Article 30:

This constitution which consists of 30 articles has been ratified during the session of the board of founders at March 18, 2002.

Parham Memorial

The Children's Hospital Medical Center

Mofid Kids Hospital

Behgar Tavan

Surgery Centre

Tel/Fax: +98 21 2900679 +98 21 2227207

E-Mail: Info@ParhamMedical.org