ARTICLES OF ASSOCIATION
Shahbanou Farah Pahlavi Foundation
Chapter I
General Provisions
Article One
Denomination and nature
1. The Shahbanou Farah Pahlavi Foundation, hereinafter referred to as "Foundation", is a non-profit legal entity of private law governed by these Articles of Association and, in all matters not covered by these Articles of Association, by the legislation applicable to foundations in general.
2. The Foundation is established by Her Majesty the Empress Farah Pahlavi.
Article Two
Duration and head office
1. The Foundation shall be established for an indefinite period of time.
2. The Foundation shall have its head office at Avenida Fontes Pereira de Melo 43, in the parish of Avenidas Novas, in Lisbon, and may set up delegations or any other forms of permanent representation wherever deemed necessary for the achievement of its purposes.
Article Three
Purpose and Mission
1. The Foundation aims to preserve the historical, artistic and cultural heritage, as well as the promotion of culture and the arts, social and community integration, scientific research, humanitarian support actions and international dialogue as a way of promoting and valuing of the history, culture and art of 20th century Iran and its relationship with Portugal, including through cooperation with the central, regional and local administration.
2. The Foundation’s mission shall be guided towards the following:
a) --- A living institution to promote, exhibit, inform and enlighten about 20th century Iran;
b) --- A centre for research of 20th century history of Iran and the evolution of contemporary Iranian society, culture and arts;
c) --- Archives and museum;
d) --- To inspire, encourage, empower and bring people together to change their world
e) --- Giving back through its civic engagement, providing access, and enriching the life of its community through programmatic initiatives, active series of public programmes,academic seminars, performing arts and cultural events.
Article Four
Activities
1. To achieve its objectives, the Foundation may carry out all activities that serve the purposes described in these Articles of Association.
2. In the pursuit of its purposes, the Foundation may develop and promote, among others, activities in the following areas:
a) --- Culture and arts;
b) --- Social and community engagement, integration and philanthropy;
c) --- Museum and library;
d) --- Research in the sciences and humanities;
e) --- Citizenship and advocacy.
3. In carrying out its activities the Foundation can implement, organize or promote the
organization of, among others, events, exhibitions, seminars, conferences, shows,
scholarships, and internships.
4. The Foundation shall promote all activities that contribute to the exploitation of the
heritage it owns.
5. In carrying out the activities referred to in the previous paragraphs, the Foundation may
cooperate with the central, regional or local administration.
Chapter II
Assets and Financial Framework
Article Five
Assets and Revenues
1. The initial assets of the Foundation consist of the monetary amount of EUR500,000, which is endowed to the Foundation by Her Majesty the Empress Farah Pahlavi.
2. The assets of the Foundation shall also consist of:
a) --- By any subsidies, funds, contributions, donations, inheritances, legacies, assignments and donations from public or private entities, Portuguese or foreign, that may be granted to it by any natural or legal persons and previously accepted by the Board of Directors;
b) --- By financial counterparts within the scope of protocols or any other type of contracts to be signed with national or foreign institutions;
c) --- By revenues from financial investments;
d) --- Revenues from the exploitation of the properties that constitute its assets or of which it has the usufruct and from the performance of activities that are integrated in the pursuit of its purposes; and
e) --- Any other income received by the Foundation in the course of its activities.
Article Six
Capacity and asset and financial management
1. The Foundation has financial autonomy, managing its assets and budget independently, but subordinated to the purposes for which it was established, with full respect for the rules of these Articles of Association.
2. The Foundation's legal capacity shall cover the rights and obligations necessary or convenient for the pursuit of its purposes and the management of its assets, and it may acquire, encumber and dispose of any type of goods, under the terms set out in the law and in these Articles of Association, as well as accept pure donations and pure legacies, conditional or onerous, as long as those do not contradict the purposes of the Foundation.
3. The Foundation may make investments, both in Portugal and abroad, negotiate and contract loans, grant security and guarantees, always provided that such acts are required to carry out its purpose and mission.
Article Seven
Participation in other entities
1. The Foundation may, by decision of the Board of Directors with the approval of the Board of Trustees, become affiliated or establish cooperation agreements with national or foreign entities or institutions.
2. The Foundation may participate in the capital of commercial companies or constitute companies or other entities that are useful instruments for the pursuit of its mission or for optimizing the management of its assets.
Chapter III
Organization and Operation
Section I
Governance Structure
Article Eight
Governance Structure
1. The bodies of the Foundation are:
a) --- The Board of Trustees;
b) --- The Board of Directors (governing body);
c) --- The Executive Board (executive body);
d) --- The Single Supervisor (supervisory body);
e) --- The Advisory Council.
Section II
Board of Trustees
Article Nine
Composition of the Board of Trustees
1. The Board of Trustees shall have an odd number of members with minimum of three and a maximum of seven members, appointed from among personalities of recognized merit, moral integrity and competence in any of the Foundation's fields of activity.
2. The initial appointment of the Board of Trustees shall be made by the Founder. The following appointments shall be made by the Board of Trustees , when possible in advance of cessation of the relevant term (the members ceasing their term pursuant to number 5, paragraph b) shall not be entitled to vote on the appointment).
3. The Board of Trustees shall elect a Chairman from among its members by an absolute majority.
4. The mandate of members of the Board of Trustees shall be for a term of five years with the possibility of re-appointment for subsequent terms, without prejudice to the provisions of the following number.
5. Members shall cease to be part of the Board of Trustees if:
a) --- The resignation is requested to the Board of Trustees, taking effect on the date of receipt by this body of the relevant communication;
b) --- There is a just cause for dismissal.
Article Ten
Duties and Powers of the Board of Trustees
1. The Board of Trustees has the following duties and powers:
a) --- Elect its Chairman;
b) --- Appoint the Single Supervisor;
c) --- Appoint the members of the Board of Directors and from among them, elect its Chairman, as well as give them the respective mandate;
d) --- Decide on the admission of new members to the Board of Trustees;
e) --- Give advice on the management report, the accounts and make a general assessment of the administration and supervision of the Foundation, and may issue opinions or recommendations on the general lines of action;
f) ---- Decide on the dismissal of members of the Board of Trustees;
g) --- Give prior advice on any proposals for the amendment of the Foundation's Articles of Association submitted by the Board of Directors;
h) --- Give advice to the Board of Directors on resolutions on the sale of assets or the assumption of liabilities, both exceeding Fifty Thousand Euros or any other amount defined by the Board of Trustees from time to time;
i) ---- Resolve on the possible remuneration of the members of the Board of Directors and the Single Supervisor;
j) ---- Give prior advice to the Board of Directors in the scope of resolutions about joining national or foreign federations, unions, or confederations;
k) --- Give prior advice to the Board of Directors on the multi-year Activities Plan;
l) ---- Give prior advice to the Board of Directors on the appointment of members to the Advisory Council;
m) -- Comment, at the request of the Board of Directors, on matters within the powers and duties of the latter;
n) --- Ensure compliance with the Foundation's Articles of Association;
o) --- Ensure the respect of the Founder's will;
p) --- Resolve on the participation of the Foundation in other entities, in accordance with the provisions of Article Seven of these Articles of Association.
2. The Board of Trustees shall deliver its opinions within thirty (30) calendar days from the submission of the request for an opinion by the Board of Directors.
3. The Board of Trustees may, whenever it deems appropriate, request the presence at its meetings, without voting rights, of any members of other bodies of the Foundation or any other persons/entities it deems appropriate.
Article Eleven
Operation of the Board of Trustees
1. The Board of Trustees shall meet at least once per semester and may also meet whenever convened by its Chairman.
2. Meetings of the Board of Trustees shall be convened by the respective Chairman, on his own initiative or at the request of three members of the Board of Directors, the Board of Trustees or the Single Supervisor, with a minimum notice period of thirty (30) calendar days.
3. The notice of the meeting may be sent by mail, with registered letter with acknowledgment of receipt, or by electronic mail to the addresses provided by the members and must contain the date, place and time of the meeting, as well as the respective agenda.
4. Meetings of the Board of Trustees may be convened in-person or virtually by way of video conferencing.
5. For in person meetings of the Board of Trustees, the location may be in Portugal or any other location determined by the Founder or the Chairman.
6. Each member of the Board of Trustees has the right to one vote and the Chairman has the right to a casting vote in addition to his own vote.
7. The Board of Trustees may only resolve if at least half of the members are present or duly represented.
8. Members of the Board of Trustees may only be represented by other members of the referred Board.
9. The indication of representatives of members unable to participate in a meeting shall be made in a letter sent to the Chairman of the Board of Trustees with the name and powers granted to the member designated for representation.
10. Unless otherwise stated, decisions of the Board of Trustees shall be taken by simple majority of the members present or duly represented.
11. Decisions of the Board of Trustees concerning the appointment of members of the Board of Directors and the Single Supervisor and proposals for amendments to the Foundation's Articles of Association shall be taken by two thirds of the members present or duly represented.
12. Minutes shall be taken of each meeting of the Board of Trustees and shall be signed by the Chairman and enshrined in a minutes book.
13. All decisions taken on matters not included in the agenda set out in the notice of meeting shall be void, unless all the Trustees are present and all of them expressly agree with the addition.
Section III
Board of Directors
Article Twelve
Composition
1. The Board of Directors shall consist of an odd number of members with a minimum of three and a maximum of seven members, one of whom shall be the Chairman.
2. The first Chairman of the Board of Directors shall be designated by the Founder.
3. The members of the Board of Directors are appointed by the Board of Trustees who will indicate the President and may propose from among of the members the appointment of
a Vice Chairman.
4. The term of office of the members of the Board of Directors is five years with the possibility of re-appointment for subsequent terms, and such members may be removed from office if there is just a cause dismissal.
Article Thirteen
Duties and Powers of the Board of Directors
1. The Board of Directors is responsible for managing and representing the Foundation, in all matters not within the competence of another body, and shall have the following duties and powers:
a) --- Manage the Foundation's assets, carrying out all actions necessary to the pursuit of its objectives and being responsible for deciding on the acquisition, sale and encumbrance of assets or the assumption of liabilities;
b) --- Direct the activity of the Foundation in order to pursue its purposes, respecting the general policies of the Foundation's operation as well as the resolutions of its
other bodies;
c) --- Define the internal organization and functioning of the Foundation;
d) --- Make a regular balance of the activities sponsored by the Foundation;
e) --- Resolve by simple majority of the members present or duly represented the appointment or dismissal of the members of the Executive Board and, among them, the respective President;
f) ---- Hiring and directing the Foundation's staff;
g) --- Officially represent the Foundation, namely in court;
h) --- Select partners and enter into contracts and cooperation agreements with public and private, national and foreign entities;
i) ---- Approve annually and submit the management report and accounts, as well as the budget and program of action for the following year, to the Single Supervisor and the Board of Trustees for their opinion;
j) ---- After receiving an opinion from the Board of Trustees, decide on proposals to amend the Articles of Association;
k) --- Resolve on all other matters submitted to it by the Executive Board;
l) ---- Resolve on all other matters that, arising from the law or the present Articles of Association, are within its competence.
2. The Chairman of the Board of Directors is in charge of:
a) --- Convening the meetings of the Board of Directors;
b) --- Presiding over the Board of Directors, set agendas, and direct the meetings of the Board of Directors.
3. The Chairman shall also be responsible for representing the Foundation in its relations with official bodies, other institutions and the media.
4. In their absences and temporary impediments, the Chairman of the Board of Directors may delegate functions to another director, concerning certain matters and for limited periods, and must inform the Board of Directors to that effect.
Article Fourteen
Operation of the Board of Directors
1. The Board of Directors shall meet, ordinarily, at least once a quarter and, extraordinarily, when convened by its Chairman, in-person at the head office or other location stipulated by the Board with the agreement of at least half of the acting members or virtually by way of video conferencing.
2. Notice of meetings of the Board of Directors shall be given by the respective Chairman, on his own initiative or at the request of three members of the Board of Directors, at least 15 (fifteen) calendar days in advance, by registered letter with acknowledgement of receipt, or by e-mail to the addresses provided by the members, and shall state the date, place and time of the meeting, as well as the respective agenda.
3. The meetings of the Board of Directors shall only be held and its resolutions shall only be valid if at least a majority of the members are present.
4. The resolutions of the Board of Directors shall be taken by a majority of its members, the Chairman having, in addition to his vote, the right to a casting vote.
5. The exercise of a director's mandate shall be personal and non-transferable, not being possible for a director to be represented by third parties at meetings of the Board of Directors.
Article Fifteen
Impediments
1. Members of the Board of Directors may not, themselves or through an intermediary, directly or indirectly, enter into onerous contracts with the Foundation for their personal interest.
2. Members of the Board of Directors may not vote, by themselves or as representatives of others, on matters that directly concern them and in which their spouses, ascendants, descendants and alike, and collateral relatives up to the second degree are interested.
Article Sixteen
Binding
The Foundation shall be bound:
a) --- by the joint signature of the Chairman of the Board of Directors plus an additional member of the Board of Directors;
b) --- by the signature of a member of the Board of Directors in the exercise of powers delegated to him by the Board;
c) --- by the signature of any proxy, within the limits of the mandate granted for the practice of certain acts.
Section IV
Executive Board
Article Seventeen
Composition of the Executive Board
1. The Executive Board shall consist of an odd number of members with a minimum of three and a maximum of five members, appointed by the Board of Directors, which shall also appoint its Chairman, all of who are simultaneously members of the Board of Directors.
2. The term of office of the members of the Executive Board shall be five years and their appointments may be re-appointed once or more times in accordance with the law.
Article Eighteen
Duties and powers of the Executive Board
The Executive Board shall be responsible for the day-to-day management of the Foundation and, in particular:
a) Manage the day-to-day activity of the Foundation, in accordance with the principles defined in these Articles of Association and pursuing the achievement of the Foundation's purposes;
b) Carry out and enforce the resolutions approved by the Board of Directors in the exercise of its powers;
c) Ensure the organization and functioning of services, activities and accounts in accordance with the law, the Articles of Association and the resolutions of the Foundation's bodies;
d) Submit for the consideration of the Board of Directors all matters on which such board must give an opinion and requesting its extraordinary convening whenever it deems it appropriate;
e) Draw up and submit to the approval of the Board of Directors, the Report, Balance Sheet and Accounts for the previous year;
f) Annually elaborate an Activities Plan and a Budget and submit them to the approval of the Board of Directors;
g) Develop multi-year Activities Plan and a Planning Calendar to guide the Annual Activities Plan and Budget.
Article Nineteen
Operation of the Executive Board
1. The Executive Board meets ordinarily with the frequency defined among its members, at least monthly, and extraordinarily when convened by its President.
2. The Executive Board’s resolutions are made by simple majority of its members, and the President has a casting vote.
3. Minutes of Executive Board meetings shall be drawn up and signed by all members present and enshrined in a special book.
Section V
Single Supervisor
Article Twenty
Appointment
1. The Foundation’s activities shall be supervised by a Single Supervisor appointed by the Board of Trustees for a mandate of five years with the possibility of re-appointment for subsequent terms.
2. The exercise of functions as Single Supervisor is incompatible with simultaneous appointment to other positions in the Foundation.
Article Twenty-One
Powers and duties of the Single Supervisor
1. The Single Supervisor shall be responsible for monitoring compliance with the law and the Articles of Association, and shall:
a) Monitor and verify the regularity of the accounting books and records, of the documents that support them, as well as the accuracy of the Foundation's annual accounts;
b) Verify, whenever deemed convenient and in the manner it deems appropriate, the existence of assets and values belonging to the Foundation;
c) Give an opinion on the report, accounts and budget and on all matters that the Board of Directors submits for its consideration;
d) Draw up and submit an annual report on its supervisory action;
e) Propose to the Board of Directors the performance of external audits, when necessary or convenient;
f) Comment on the matters submitted by the Board of Directors;
g) Perform other duties prescribed by law and in these Articles of Association.
2. In exercising its powers, the Single Supervisor has the right to:
a) Take the initiative and carry out the inspection and verification acts it deems convenient for the full exercise of its functions;
b) Have free access to all the services and all the documentation of the Foundation, being able to request the presence of the respective responsible persons and ask for the clarifications it deems necessary;
c) Take or propose any other measures it deems essential to its mandate.
Section VI
Advisory Council
Article Twenty-Second
Composition of the Advisory Council
1. The Advisory Council shall be composed of the following persons appointed by the Board of Directors:
a) Personalities of recognized merit, moral integrity and competence with clear potential to substantially contribute to the Foundation’s mission;
b) Personalities that have donated funds to the Foundation or have organized fundraising activities in excess of a minimum threshold determined by the Board of Directors.
2. The mandate of members of the Advisory Council shall be for a term of five years with the possibility of re-appointment for subsequent terms if the conditions for appointment continue to be met, without prejudice to the provisions of the following number.
3. Members shall cease to be part of the Advisory Council if:
a) The resignation is requested to the Board of Directors, taking effect on the date of receipt by this body of the relevant communication;
b) There is just cause for dismissal.
Article Twenty-Third
Duties and Powers of the Advisory Council
1. The Advisory Council shall provide assistance to the Board of Directors on the realization of the Foundations mission and activities.
2. The Board of Directors may, whenever it deems appropriate, request the presence at its meetings, without voting rights, of any members of the Advisory Council.
Article Twenty-Fourth
Operation of the Advisory Council
1. The Advisory Council shall meet whenever convened by the Board of Directors.
2. The notice of the meeting may be sent with a 15 (fifteen) calendar day prior notice by mail, with registered letter with acknowledgment of receipt, or by electronic mail to the addresses provided by the members and must contain the date, place and time of the meeting, as well as the respective agenda.
3. Meetings of the Advisory Council may be convened in-person or virtually by way of video conferencing.
4. For in person meetings of the Advisory Council, the location may be in Portugal or any other location determined by the President of the Trustee Board.
Chapter IV
Final Provisions
Article Twenty-Fifth
Removal of Members of the Foundation's Bodies
1. The removal of a member of the governing bodies from his or her position shall be considered to have occurred with just cause, to be carried out as provided for in these
Articles of Association, in the following situations:
a) irregularities committed in the performance of duties;
b) failure to comply with the purposes of the Foundation;
c) manifest breach, by words or actions, of the spirit or the letter contained in the Foundation's Code of Conduct and/or these Articles of Association;
d) breach of loyalty, through unfounded suspicion or public criticism, towards the Foundation;
e) lack of civility towards other members of the governing bodies;
f) public ethical behavior that is not in line with the principles and values and the need for probity demanded of an institution the size of this Foundation.
2. A member of a corporate body whose removal with just cause is under consideration shall not be entitled to vote, notwithstanding that he has the rights to be previously heard and, if so allowed by the relevant corporate body, to be present and/or speak at the meeting at which the decision is taken.
Article Twenty-Sixth
Amendments to the Articles of Association
These Articles of Association may only be amended by approval of the Board of Directors.
Article Twenty-Seventh
Winding up of the Foundation
1. The winding up of the Foundation may only be approved by a decision of the Board of Directors, taken by a qualified majority of two-thirds of the members and at a meeting convened specifically for this purpose, after obtaining the opinion of the Board of Trustees.
2. Should the Foundation cease to exist, its assets shall be disposed of as decided by the Board of Trustees with the observance of any mandatory legal provisions.
Article Twenty-Eight
Civil Liability
The Foundation will be civilly liable for the acts or omissions of their representatives, agents or attorneys, in the same terms as principals are liable for the acts or omissions of their commissioners.
Article Twenty-Ninth
Matters not covered within the Articles of Association
Matters not covered within these Articles of Association will be resolved by the Board of Directors, with the opinion of the Board of Trustees, in accordance with the applicable legislation in force.