MEMORANDUM OF ASSOCIATION of WORKER’S FUND IRAN

A Company Limited by Guarantee and not having a Share Capital

incorporated under

THE COMPANIES ACT 1985

1. The Company’s name is “WORKER’S FUND IRAN”.

2. The Company’s registered office is situated in Scotland.

3. The object of the Company is to reduce and relieve poverty in Iran particularly but not exclusively by aiding Iranian workers (both employed and unemployed) as well as providing support for child labourers.

In furtherance of the stated object, but not otherwise, the Company may exercise the following powers:

1. to sponsor or arrange any activities or events to assist in relieving poverty among Iranian workers and providing them with financial support ;

2. to enter into arrangements or to act in conjunction with any other person or persons if thought expedient for the effectual attainment of the stated object;

3. to undertake such other activities as the law shall from time to time regard as charitable;

4. to raise funds and invite contributions from any person or persons whomsoever in such manner as the Directors shall think fit, provided that the Company shall not undertake any permanent trading activities in raising funds; the Company will not accept funds, contributions or support of any kind from any governments or from organisations wholly or mainly funded by any government of any state anywhere in the world;

5. to invest and deal with the funds of the Company in such investments, securities or other financial arrangements as may from time to time be determined by the Directors;

6. to deposit money with any bank, deposit maker or other financial organisations;

7. to employ and pay proper and reasonable remuneration to staff and professional advisers whose services are, in the opinion of the Directors, required for the carrying out of the stated purpose of the Company;

8. to indemnify and reimburse the Directors and any officer or employee of the Company for any expenses or liabilities which they may reasonably incur in the proper performance or exercise of their powers and duties;

9. to effect, maintain and acquire policies of insurance of whatever description;

10. to secure upon the whole or any part of the Company's property undertaking and assets from time to time or guarantee on any terms and conditions and in any manner the payment of any sums of money or the performance of any obligation by any company or individual;

11. to borrow or raise money in such sums and/or currencies and in any way whatsoever and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Company's property, undertaking or assets from time to time, including its uncalled capital, and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it;

12. to undertake the above tasks and generally do all such other things in any part of the world as may be incidental or which Directors may consider conducive to the attainment of the stated object of the Company.

4. The income and property of the Company whencesoever derived shall be applied solely towards the promotion of the stated object of the Company as set forth in this Memorandum of Association and no portion shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the members of the Company.

Provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any Director, officer or employee of the Company or to any member of the Company in return for services actually rendered to the Company, nor prevent the payment of interest at a reasonable rate on money lent, or of reasonable and proper rent for premises let by any Director, officer, employee or member of the Company.

5. For so long as the Company is recognised by the Inland Revenue as being charitable no addition, alteration or amendment shall be made to or in this Memorandum of Association for the time being in force unless the same shall have been previously submitted to and approved by the appropriate section of the Inland Revenue.

6. The liability of the members is limited.

7. Every member of the Company undertakes to contribute such amount as may be required, up to a maximum of £1 each, to the assets of the Company if it is wound up whilst that person is a member, or within one year after the cessation of that person as a member, for payment of the Company’s debts and liabilities and the costs, charges and expenses of winding up, and for the adjustment of rights of the contributories amongst themselves.

8. If upon the winding up or dissolution of the Company there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid or distributed amongst the members of the Company, but shall be paid or transferred to such other charitable body or fund having an object similar to that of the Company and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed under or by virtue of Clause 4 hereof, or in default thereof to some other charitable object.

The subscribers of this Memorandum of Association wish to be formed into a company pursuant to this Memorandum

NAMES AND ADDRESSES OF THE SUBSCRIBERS

Dated

WITNESS to the above signatures

ARTICLES OF ASSOCIATION

of

WORKER’S FUND IRAN

A Company Limited by Guarantee

and not having a Share Capital

incorporated under

THE COMPANIES ACT 1985

DEFINITIONS AND INTERPRETATION

1. In these Articles, the words and expressions below shall have the following meanings:

“the Act”	means the Companies Act 1985 as amended by the Companies Act 1989;
“Articles”	means these Articles of Association together with any duly authorised amendments or alterations from time to time;
“the Company”	means the company presently incorporated under the name “WORKER’S FUND IRAN”;
“Director”	means a director of the Company duly appointed in accordance with these Articles;
“Subscribers”	means those persons who have subscribed to the Memorandum of Association of the Company;
“Table A”	means Table A of the Companies (Tables A to F) Regulations 1985, SI 1985/805, as amended;
“Table C”	means Table C of the Companies (Tables A to F) Regulations 1985, SI 1985/805, as amended.

2. Words and expressions which are defined in Table A or the Act shall bear the same meanings in these Articles.

3. Words importing the singular shall also include the plural and vice versa.

4. Words importing a particular gender shall be deemed to include all genders.

5. Reference to a “person” includes any natural person, or any legal person, body or organisation, incorporated or unincorporated, and any other person or body whatsoever, as the context may require.

6. The headings in these Articles are for convenience only and shall not affect the construction of the Articles.

TABLE A

2. The regulations contained in Table A as amended by Table C shall apply to the Company, except in so far as they are varied or excluded by these Articles.

3. Regulations 50, 64, 82, 84, 87, 101 and 117 of Table A shall not apply to the Company.

MEMBERSHIP

4. The members of the Company shall comprise the Subscribers and all persons who are admitted by the Directors as members pursuant to Article 5.

5. A majority of the Directors may admit further members on terms laid down by the Directors from time to time.

6. The Secretary shall keep an accurate Register of Members.

7. The maximum number of members at any one time shall be twenty.

8. The rights of members shall not be transferable or transmissible. Any member may withdraw from membership by giving 28 days notice in writing to the Secretary of the Company (subject to the provisions of Section 74 of the Insolvency Act 1986).

9. Membership shall be terminated if:

1. the member dies or, if it is an organisation, it ceases to exist;

2. any sum due from the member to the Company is not paid within six months of it becoming due; or

3. a resolution is passed by the Directors that it is in the best interests of the Company that such membership be terminated.

NOTICE OF GENERAL MEETINGS

10. An annual general meeting and any extraordinary general meeting called for the passing of of a special resolution shall be called by at least twenty-one clear days’ notice. All other extraordinary general meetings shall be called by at least fourteen clear days’ notice but a general meeting may be called by shorter notice if it is so agreed:

1. in the case of an annual general meeting, by all the members entitled to attend and vote thereat; and

2. in the case of any other meeting by a majority in number of the members having a right to attend and vote being a majority together holding not less than ninety-five percent of the total voting rights at a meeting of all the members.

The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.

PROCEEDINGS AT GENERAL MEETINGS

11. If a quorum is not present within half an hour of the time appointed for a general meeting, the meeting, if convened on the requisition of members, shall be dissolved; in any other case it shall stand adjourned to such day and at such time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.

12. A resolution in writing signed by all the members who would be entitled to receive notice of and to attend and vote at a general meeting at which such resolution was to be proposed, or by their attorneys, proxies, or other duly appointed representatives, shall be as valid and effectual as if it had been passed at a general meeting of the Company duly convened and held. Any such resolution may consist of several documents in materially the same form, each signed by one or more of the members or their attorneys, proxies or their duly appointed representatives. In the case of a corporation which is a member of the Company, a signature by a director or its secretary or by its duly appointed attorneys or representatives shall be sufficient.

NUMBER OF DIRECTORS

13. Unless otherwise determined by ordinary resolution of the Company, the minimum number of Directors shall be three, and there shall be no maximum number of Directors. A Director does not require to be a member of the Company.

APPOINTMENT AND RETIREMENT OF DIRECTORS

14. The first Directors shall be determined by the Subscribers or a majority of them.

15. At the first annual general meeting all Directors shall be subject to retirement by rotation. At the fourth and thereafter every subsequent annual general meeting, one third of the Directors shall be subject to retirement by rotation, or if their number is not three or a multiple of three, the nearest number to one third shall retire from office, and if there is only one Director who is subject to retirement by rotation, he shall retire.

16. Other than at the first annual general meeting (where all Directors shall retire by rotation) the Directors to retire by rotation shall be those who have been longest in office since their last appointment or reappointment, but as between persons who became or were last reappointed Directors on the same day those to retire shall be determined by lot, unless they agree otherwise among themselves.

17. Directors who retire by rotation shall be entitled to submit themselves for re-election.

18. The Company may by ordinary resolution appoint a person who is willing to act as a Director, either to fill a vacancy or as an additional Director.

19. The Directors may appoint any person who is willing to act as a Director either to fill a casual vacancy or as an additional Director to hold office until the conclusion of the next annual general meeting.

20. There shall be no age limit for Directors of the Company.

REMUNERATION AND EXPENSES

21. The Directors shall fix the remuneration and other benefits to be enjoyed by any officer employee or servant of the Company.

22. The Directors may authorise the repayment to any Director, including any alternate Director, of all reasonable expenses as he may properly incur in attending and returning from meetings of the Directors or of any committee of the Directors or general meetings of the Company, or otherwise in or about the business of the Company.

PROCEEDINGS OF DIRECTORS

23. The quorum for the transaction of the business of the Directors may be fixed by the Directors, but unless so fixed shall be two.

24. In the case of an equality of votes, the chairman shall not have a second or casting vote.

25. Any Director may participate in a meeting of the Directors or a committee of Directors by means of a conference telephone or other conference communication facility by which all persons participating in the meeting can hear and speak with each other. Participation in a meeting in this manner shall be deemed to constitute the presence of a Director in person at such meeting, entitling him to be counted in the quorum and to vote accordingly. A telephone conference meeting shall be deemed held at the place where the largest number of Directors is present, or, where there is no such gathering, where the chairman is present.

26. A Director shall not be entitled to vote at, nor be counted in the quorum of, a meeting of Directors or of a committee of Directors on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the company.

27. The Directors may at their discretion invite any individual or representative of a corporation or organisation (whether members or otherwise) to attend all or any part of any meeting of the Directors or committee of the Directors as observers (“Observers”). Such Observers shall, at the invitation of the Directors, be entitled to speak at such meetings but under no circumstances shall they have any voting rights or be entitled to vote at or be counted in the quorum of any such meeting.

ACCOUNTS

28. The Directors shall cause true accounts to be kept of the sums of money received and expended by the Company and the matters in respect of which such receipts and expenditure take place, of all sales and purchases of goods by the Company and the assets and liabilities of the Company. Proper books of account shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

29. The books of account shall be kept at the registered office of the Company and shall at all times be open to the inspection of the Directors.

30. The Directors shall from time to time, in accordance with the provisions of the Act, cause to be prepared to be laid before the Company in general meeting such income and expenditure accounts, balance sheets and reports as are required by the Act. A copy of every balance sheet which is to be laid before the Company in general meeting together with copies of the income and expenditure accounts and reports, shall, not less than twenty-one clear days before the date of this meeting, be sent to all persons entitled to receive notice of general meetings of the Company.

NOTICES

31. Any notice required to be given in writing may be given in any legible form on, or by any means capable of being printed or otherwise reproduced on paper, including e-mail and facsimile. All such notices shall be sent to the addressee’s last notified address and shall be deemed to have been received as follows:

1. in the case of e-mail or facsimile, one hour after the time of despatch as evidenced by the relevant transmission report;

2. in the case of personal delivery, one hour after delivery to the addressee’s address.

INDEMNITY

32. Subject to the provisions of the Act and, in particular, section 310 of the Act, but without prejudice to any indemnity to which a Director may otherwise be entitled, every Secretary, auditor or other officer of the Company shall be entitled to be indemnified by the Company against all losses and liabilities sustained or incurred by him in the execution or discharge of his duties or in the exercise of his powers or otherwise in connection with his office including without prejudice to the foregoing generality, any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour, or in which he is acquitted or which are otherwise disposed of without any finding or admission of any material breach of duty on his part, or in connection with any application in which relief is granted by him by any court from liability in respect of any act or omission done or alleged to have been done by him as an officer or employee of the Company.

33. The Directors shall be entitled to purchase and maintain insurance for the benefit of any persons who are or have at any time been Directors, officers, employees or auditors of the Company