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Updated: Feb 4, 2021

Articles of Association

§ 1 Name: Retinues Without Border (RWB)

§ 2 Purpose of the association

The association is founded to be a charity whose purpose is to relieve poverty and advance social welfare mainly in, but not limited to, Iran by undertaking the following activities:

  • Direct and indirect financial assistance to people in need
  • Financial assistance to promote education of children in need
  • Raising funds for conducting workshops for educating adults in rural areas
  • Financial assistance to renew the educational infrastructure (such as schools and libraries), and in the case of necessity to make new educational infrastructure

§ 3 Implementation and tasks

The association members are based in different parts of the world. Therefore, association tasks are managed virtually through association social media. The association projects are defined in the “Iran branch” committee and if the case gets approval, the required fund is delivered to the project. The “Iran branch” committee manager must follow the case and report the progression to the board. A yearly report on all cases (approved) is delivered by the board to all members of the association.

§ 4 Members

Members of this Association can be citizens of any country. There is not a special requirement for being a member of RWB, as anybody wants to donate some money regularly or occasionally, she/he can be a member of this association. Membership shall expire on:

  • The death of a member
  • Voluntary resignation
  • Dissolution of the association
  • Exclusion of a member
  • Loss of continuous of member’s cooperation

A member can be excluded by a resolution of the “Board” if good and sufficient reason, in particular infringements of the “Articles of Association” or the interests of the association as well as resolutions and requirements of the executive committees of the association exists. A decision by the meeting of the members can be applied against the decision of the “Board” within a period of one month.

§ 5 Executive committees of the association

The executive committees of the association are:

  1. Auditing and treasury 
  2. Organization management 
  3. Our branch in Iran
  4. Public relations
  5. Inspection

Further executive committees can be formed by a resolution of the Meeting of the Members. The resolutions passed by the executive committees of the association shall be recorded in writing and signed by the chairman and the secretary for the minutes of the meeting in question.

§ 6 Rights and duties of the members and committees

Each member can participate in different committees which were mentioned in article 5. The members shall have the duty to support the objectives of the association by personal commitment or financial contributions. The members shall be obliged to pay an annual contribution and could participate in the annual board member election as a candidate and/or voter.

Duties of committees:

6.1- Chairman

The chairman should try to create a good cooperation between the committees and manage the whole group in a correct direction according to the goals which are stated in the article of association.

6.2- Auditing and treasury

This committee is responsible for gathering money and assigns it to any project which is decided by “our branch in Iran” committee 

6.3- Organization management 

Promoting association, finding new members and organizing them.

6.4- Our branch in Iran 

One of the responsibilities of this committee is finding appropriate projects according to association goals which are stated in article 2. Also executing the projects in the Iran association and making connections with the other NGOs in Iran are this committee’s tasks.

6.5- Public relations

This committee is responsible for RWB’s communications with its members and other NGOs (outside Iran) including: 1- responding to requests including social media accounts, 2- managing RWB’s official email account, and 3- supervising collaborations among RWB and other NGOs in cooperation with “Chairman” and “Organization manager”.

6.6- Inspection

The inspector is independent from the board, her/his duty is following any ambiguity in the association and asking from board members for clear answers. The members can write to the inspector and ask her/him any question related to any committee of association.

§7 Auditing and treasury

The treasurer is elected for a term of 1 year. She/he is a member of the Board. The auditor reviews the accounting and treasury management of the association at least once per quarter (three month) and before each regular general meeting and reports this to all members. The report should include:

  1. The statement of financial activities. The statement should give a true and fair view of the state of the association financial activities. It is a single accounting statement that includes all income and expenditure recognized for the reporting period. It provides the members with an analysis of the income and endowment funds received and the expenditure by the association on its activities and presents a reconciliation of the movements in association funds for the reporting period.
  2. The balance sheet which shows assets and liabilities;
  3. notes to the accounts; and auditor’s report or independent examiner’s report.
  4. The association audited report is the main statutory reporting mechanism for the association and therefore an important component of the confidence that the members have in association.

§ 8 The Board

The Board shall comprise:

  1. The Chairman
  2. Treasurer
  3. Organization manager
  4. Iran branch manager
  5. Public relations officer
  6. Inspector

The Board shall manage the association on an honorary basis. To the outside, the association shall be represented by the Chairman or any representative from the chairman. The members of the Board shall be elected at the virtual meeting of the members for a term of office of 1 year. However, the Board shall continue their duties until a new Board has been elected. The meetings of the Board shall not be public.

§ 9 Meeting of the Members

The virtual meeting of the members shall be responsible for:

  • The amendments of the Articles of Association
  • Election of the Board and their discharge
  • Inclusion of a member after an appeal by a rejected party against a decision by the Board
  • Exclusion of a member
  • Dissolution of the association

The meeting of the members shall be convened by the board once a year. During the annual meeting also the election for selecting board members is organized. The time of this annual meeting is in February of every year.

An extraordinary meeting of the members shall be convened by the board if the board or 25% of the members have demanded convening, stating the purpose and the reason.

The chairman of the board shall convene the meeting of the members in writing, stating the agenda, with a period of 4 weeks or 3 weeks for an extraordinary meeting of the members, as the case may be; he shall chair the meeting.

Each Meeting of the Members convened according to the articles of association shall be deemed quorate without regard for the number of members present. Each member shall have one vote. The voting right shall not be transferable.

Resolutions shall be passed at the meeting of the members with a simple majority of votes. *Resolutions to amend the articles of association shall require a majority of 3/4 of the votes cast by the members present.

Amendments to the articles of association demanded by supervisory, judicial or financial authorities for formal reasons can be made by the board of its own accord. These amendments to the articles of association must be notified to all the members in writing at short notice (within one month).

Minutes of the outcome shall be produced for the meeting of the members and signed by the chairman and the secretary for the minutes.

The board shall enforce the resolutions of the meeting of the members if nothing to the contrary has been determined.

As a matter of principle, the meetings of the members shall not be public.

9.1- The criteria for voting or being a board member 

  1. Every member who has donated some money in the past year, has the opportunity to vote for a new board member.
  2. Chairman: the candidates should be active members in the committees, at least during the past two years.
  3. Head of committees: the candidates should be active members on the intended committee for at least one year, which she/he wants to be the head of that committee.
  4. In the case that enough candidates will not be available; the not qualified candidate can be accepted for the election, only by confirmation from the board.

§ 10 End of the association

The dissolution of the association can only take place at a meeting of the members convened for this purpose. The resolution shall require a majority of 4/5 of the members attending. If the meeting of the members does not resolve to the contrary, the board shall be appointed liquidators.

In dissolution of the association or forfeiture of tax-privileged purposes, the assets of the association, after deducting existing liabilities, shall fall to a legal entity under public law, or to another body, which is determined at this time by the Board, with the condition that it exclusively and directly for non-profit, charitable or humanitarian, to be used in particular in the sense of § 2 of this constitution.

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