AI en Translation, Pages 226-250
Page 226
Announcement
From the National Tobacco Company Limited - Baghdad
To the honorable Iraqi public
The Director
Mr. Muhammad Ali
1- The National Tobacco Company Limited was a private limited company
with a capital of (32,500) Dinars and has become a public limited company
with a capital of (60,000) Dinars, in accordance with the approval of the Ministry of Economy
by its letter No. 13459 dated 10-18-48
2- The company offers 27,500 shares to the honorable public for sale
3- The value of one share is one Dinar, to be paid in full at the time of purchase
4- The company's assets were valued on the basis of cost or market price,
whichever is lower
5- The minimum subscription is (32,500) Dinars, considering that
the old shareholders remained in the company with their shares
6- The founders do not have any preferred shares or rights
7- The share selling locations are as follows:-
Rafidain Bank | Baghdad | Mr. Muhammad Al-Sandouq Baghdad Rashid Street | Mr. Karim Hassani Baghdad Karkh
Arab Bank | Baghdad | Haydarkhana | Allawi Al-Hilla (near Erzurumly Cinema)
Company Headquarters Baghdad Rashid Street Sinak | Mr. Abdul Amir Al-Adly Baghdad | Mr. Shamoun Yona Baghdad Ghazi Street
Mr. Muhammad Saleh Al-Jabi Baghdad Samawal Street | Rashid Street near Al-Hamra Summer Cinema | " Kadhim Judi Al-Jaber Baghdad Karkh
" Abdul Razzaq Al-Haj Attia Kadhimiya | Mr. Sadiq Kafishi Baghdad Shorja | Sheikh Maarouf Street
" Hassan Hadi Baghdad Rashid Street | " Daoud Yona Baghdad Torah | " Naji Mukhtar Baghdad Bataween (Baghdad
Maidan | " Abdul Jalil Al-Haj Muhammad Hussein Baghdad | Store)
Mr. Kadhim Al-Amiri Baghdad Rashid Street | Karkh Douriyeen | Mr. Radhi Alwan Baghdad Karrada
Haydarkhana | Al-Haj Ahmed Al-Sabbagh Baghdad Bab Al-Sharqi | Al-Sharqiya (Kharbanda)
Mr. Ibrahim Hadid Baghdad Rashid Street | Mr. Hikmat Abdul Rahman Adhamiya | Mahmoud Nadim Al-Karkh Salihiya
Haydarkhana | " Muhammad Ali Al-Hammari Baghdad Karkh | Al-Haj Abdul Razzaq Al-Dhahir: Mahmoudiya District
| Sheikh Bashar | Mr. Mahdi Al-Saffar: Baghdad Sayyid Sultan Ali
Miscellaneous
To be kept
Page 227
Translation of a letter from the Synagogue (Sha'arei Rason) in Calcutta
Dated March 27, 949 and addressed to
The President of the Israelite Religious Court in Baghdad
President of the Israelite Religious Court - Baghdad
Respected Sir
It is clearly evident that after reading the (Sefer Torah) on (Sabbaths) and holidays
and returning it to the (Heikhal), many members of this synagogue and other local synagogues indicate
a loss of interest and desire in prayer. Some fold their Tallitot and leave the synagogue while
others begin chatting among themselves and often leave their seats and return to them again.
As a result, the prayer is far from taste and order, and sometimes the prayer ceremonies
degrade into a mandatory routine. Therefore, while we are far from the aspect of
saving time, we are moved by a desire to establish exemplary conduct in our synagogues and sincerity and piety for the glory
of the Lord of the Worlds. We suggest ⟦as⟧ a measure or a reform attempt to delete two prayers from the Musaf, namely
(The Hazarah and Pituach HaKetoret) which precede (Tanna Debei Eliyahu), noting that these ceremonies
were followed in a popular manner among the Sephardic communities in England. Rabbi (Moshe Ben Maimon) of blessed
memory had deleted all the prayer in a loud voice in order to avoid chatting and talking in the synagogue
even though the Talmud mentioned it clearly, and this method was followed for three centuries in
all of Egypt and by the communities of Palestine and Syria. Likewise, our local community does not read the Amidah
when the building is (Samson). These three examples ultimately support the proposal regarding
abbreviation without sacrificing the religious spirit. Therefore, we request the opinion of the esteemed members of the (Beth Din).
Please accept our highest respect.
Sincerely,
A. J. Levroy
President
⟦illegible signature/mark⟧
Page 228
65
10/5/1949
THE PRESIDENT,
SHAARE RASONE SYNAGOGUE,
CALCUTTA.
6 A Sudder Street.
To the Honorable President of the
(Shaare Rasone) Synagogue
6 A Sudder Street - Calcutta
Dear Sir,
Greetings,
I have the honour to
acknowledge receipt of your
letter dated 27th March, 1949,
contents of which have been
subject to full consideration
of the Jewish Spiritual Council of
Baghdad.
I was honored to receive your letter dated 3/27/1949
and I am pleased to inform you that the contents of your aforementioned letter have met
the interest and care of the Jewish Spiritual Council in Baghdad.
The Council has ruled
after discussing the matter
thoroughly that your proposal
to eliminate from the Musaf ritual
the Hazara and the Pitum Haketoreth
preceding Tana Debe Eliahou, is
contrary to the Jewish Religious
Laws.
The aforementioned Council has decided after deliberation
on the matter that the deletion of the two religious pieces (the Hazara
and Pitum Haketoreth) from the Musaf prayer is contrary to Mosaic Law
so please be informed of that.
Yours Sincerely,
Please accept my respects;
Rab. Salman H. Aboodi
PRESIDENT
Jewish Spiritual Council
BAGHDAD.
Sincerely
Yours sincerely
The President
Rabbi Salman Hoki Aboodi
Aboodi Hoki
For filing
Urgent
10/5
12
⟦illegible⟧
Committee for the Care of (Deportee Affairs) at the General Security Directorate
File Number 432 / 762 on ⟦...⟧
New facts emerged before the specialized investigation committee
Minutes - Facts before the specialized investigation committee
Based on the (Council of Ministers) decision No. (twenty-four) dated the tenth of this September of last year
And based on placing under precautionary seizure the movable and immovable property belonging to the (deportees), and accordingly,
The investigation body was convened with the defendants and the detainees listed below were brought. Whenever an investigation with one of them was completed, he gave
his statements and testimonies, taking into account that their statements are recorded and signed before the competent judge and the public
prosecutor at the competent court, which is currently convened in the building of the General Security Directorate in Baghdad.
Accordingly, the defendants listed below were interrogated, namely: 1- Daoud Ibrahim Raphael, and accordingly, whenever
he was questioned, he confessed that he had participated in acts prejudicial to public security and distributing leaflets against the state in the year 1948.
Upon his interrogation, he denied having any connection with unlicensed political associations or parties at that time. Among those mentioned
also 2- Sasson Ibrahim (Yehuda) and (Yehuda Youssef Lulu). In fact, and based (on what appeared in the investigation files)
under their names (from reliable sources), especially since those mentioned had previously confessed before a military investigation committee in
Baghdad at an earlier time, which led to the confirmation of the charges against them. Nevertheless, they denied all the charges attributed to them above.
Accordingly, the specialized committee mentioned above decided to record the statement of each of them separately to reveal the truth, and the investigation has not
ended with them yet and is still under follow-up by us. For the purpose of submitting it to the Office of the Prime Minister to take
what is necessary regarding them. Accordingly, the statements of each of those mentioned (from Youssef) were recorded in the official records
located in the (Security Directorate) for the purpose of depositing their files with the competent courts to consider their cases according to the procedures.
And God is the granter of success for what is in the best interest of the country.
⟦signature⟧
Baghdad
Dated 10 - 9
At the Security Directorate
Page 229
P.P
15/3/1949
THE PRESIDENT,
SHAANE KASORH SYNAGOGUE,
CALCUTTA.
8 A Sudder Street.
Dear Sir,
I have the honour to
acknowledge receipt of your
letter dated 27th March, 1949,
contents of which have been
subject to full consideration
of the Jewish Spiritual Council of
Baghdad.
The Council has ruled
after discussing the matter
thoroughly that your proposal
to eliminate from the Ritual
the Harata and the Pitu'h Hahekal
preceding Isaac Lobe Hakaton, is
contrary to the Jewish Religious
Laws.
Yours Sincerely,
Rab. Salman S. Aboodi
PRESIDENT
Jewish Spiritual Council
BAGHDAD.
To the President of the Synagogue Committee
Shaare Rasor (as per your request)
Calcutta - 3 Sudder Street
Greetings and respect
I have the honor to inform you of the receipt of your letter dated March 27, 1949
which was presented to the Jewish Spiritual Council in Baghdad, which decided after deliberation
and careful research that your proposal to delete (the Harata) and (the opening of the Ark) which precede
the prayer (Isaac Lobe Hakaton) is contrary to Jewish law.
This is what was required to inform you, and please accept my highest respect.
On April 12, 1949
President of the Spiritual Council
of the Jews in Baghdad
⟦illegible⟧
⟦illegible⟧
Page 230
Al-Rafidain Club
Baghdad
Honorable Member Mr. ⟦line⟧ Respectfully
Greetings. —
It has been decided to convene the General Assembly of the club to elect a new administrative body and to review
the Treasurer's report regarding the financial situation of the club, on Sunday, corresponding to
15 / 5 / 1949 at six o'clock in the afternoon at the headquarters of the Presidency of the Jewish
Community in Baghdad. In the event that a quorum is not reached, the meeting will be postponed until Monday,
22 / 5 / 1949 at six o'clock in the afternoon at the same location.
In view of the importance of this meeting, we have every hope that you will respond to the invitation
by attending at the appointed time.
Please accept our utmost respect
Honorary Secretary
⟦...⟧
Page 231
Translation of the letter from the Jewish Association in Calcutta dated 11 Oct 1949
addressed to the President of the Spiritual Council in Baghdad
Honorable President of the Israelite Spiritual Council - Baghdad
The Jewish Association in Calcutta
Greetings
Calcutta 1 October 1949
Respected Sir -
Mrs. (R. Sassoon) was married in the year 1927 and her husband
died on 2/2/1941 leaving no children - and she now wishes to marry ⟦again⟧ but we learned that
she must travel to Baghdad to obtain the (Khalisa/Release) from the relatives of her aforementioned age whose address is below -
Mr. Selim Saleh Sassoon - c/o Mr. Daoud Saleh Shawi
87 / 165 Bani Said Qanbar - Baghdad
However, she is facing difficulties in obtaining an entry visa to Iraq (visa) and we attach
herewith the reply she received from the Iraqi Consul General in Bombay in this regard.
We would be most grateful if you would kindly assist her in obtaining the (visa)
entry visa to Iraq so that she can obtain the (Khalisa/Release).
Sincerely,
S. F. Jacob
Honorary Secretary
Translation of the letter addressed from the Royal Iraqi Consulate General in Bombay
No. 1748 / 174 dated 11 October 1949 to Mrs.
(R. Sassoon) in Bombay Calcutta
Mrs. R. Sassoon - Calcutta
Greetings - With reference to your letter dated 6 October 1949 regarding obtaining
an entry visa to Iraq, I regret to inform you that it will not be possible to grant you such a visa
before obtaining the approval of the Director General of Police in Baghdad
Sincerely,
R. Hammam
Royal Iraqi Consulate
Page 233
Chief Rabbi in Baghdad
Chief Rabbi of the Holy Community
Number 59
Salman Hooki Aboudi
Baghdad, may God protect it
Date 22 / 4 / 949
CHIEF RABBI
BAGHDAD
⟦Presidency of the Israelite Community⟧
674
22 / 4 / 949
The Honorable Rabbi Sassoon Khedhouri
President of the Israelite Community in Baghdad
We submit herewith a translation of the letter from the Jewish Association in Calcutta dated 29 / 3 / 49
addressed to us, which includes the request of Mrs. (D. M. W.) to mediate for her with
the competent authorities to obtain an entry visa to Iraq for the purpose of performing
the ⟦Halizah⟧ ceremonies (M. L. S. W.) from her cousin.
Our request to your Excellency is to mediate with the competent authorities in this regard.
With much thanks and respect to your Excellency.
Salman Hooki
Aboudi
The President
Page 234
⟦Department Copy⟧
980
17/5/1949
The Honorable Ministry of Interior
Baghdad
After greetings,
Mrs. R. Sassoon, residing in Calcutta, whose husband died childless
in the year 1941, wishes to remarry. Therefore, her presence in Baghdad is required to perform
special religious ceremonies by her deceased husband's brother, named Salim Saleh Sassoon,
whose address is (c/o Mr. Daoud Saleh Nawi - 87/165 Bani Said
- Qishla - Baghdad).
In view of the requirements of the Mosaic religious laws for the aforementioned to be present in person
in Baghdad to perform the said religious ceremonies, we request consideration for approval to
grant her an entry visa to Iraq. Respectfully yours;
⟦Sassoon⟧
Head of the Community
For filing
Miscellaneous
A / 1
Page 235
088
7/15/531
Minors' Property Management Committee
Baghdad
To the Honorable ⟦illegible⟧
Based on the decision of the Minors' Property Management Board in its session held on April 20, 931
Which includes approval for the disbursement of an amount of twenty-eight dinars and 431 fils from
the balance of your minor son, Yusuf Yaqub, deposited in this department under the
receipt numbered 78/531, paid to you by our check numbered ( ⟦illegible⟧ ) dated
April 20, 931.
Please be so kind as to sign the attached receipts and return them to us as quickly as possible,
noting that the aforementioned amount has been disbursed to you according to the board's decision mentioned
above against the tuition fees of your aforementioned son.
Written on
Director of Minors' Property
⟦illegible⟧
T ⟦illegible⟧
Or
Page 237
Summary of the Contract
and the Internal Regulations
of the National Tobacco Company Limited
Baghdad
and its amendments supported by the approval of the Ministry of Economy
pursuant to letter No. 13459 dated 10/18/1948
Established in Baghdad
Year 1943
Al-Ma'mun Press * Baghdad
Page 238
Summary of the Contract
and the Internal Regulations
of the National Tobacco Company Limited
Baghdad
and its amendments supported by the approval of the Ministry of Economy
pursuant to letter No. 13459 dated 10/18/1948
Established in Baghdad
Year 1943
Al-Ma'mun Press * Baghdad
Page 239
4 - The company may create, draw, accept, endorse, or otherwise dispose of
promissory notes, bills of exchange, bills of lading, and other negotiable
instruments and other commercial papers of whatever kind.
5 - The company may conduct all transactions, enter into all contracts, and perform all actions it deems
necessary or appropriate to carry out its purposes and under the conditions it sees fit.
6 - The company may own and acquire the right to dispose of all immovable property it deems
necessary to carry out its aforementioned purposes in any part of Iraq and register it in its name in
the competent official departments, and it may invest them directly, indirectly, or by any
other method.
7 - The company may subscribe to shares, loans, transfers, or other papers of any
other company, public or private, or any body or institution.
8 - The company may participate or merge with any other company or contract with any other company
to engage in any type of the aforementioned business, and to form limited subsidiary companies
and subscribe to their shares or support them in any form whatsoever.
9 - The liability of the company members is limited.
10 - The capital of the company is sixty thousand Dinars divided into sixty thousand shares, each
valued at one Dinar.
- 3 -
Contract Summary
National Tobacco Company Limited
1 - Name of the Company - National Tobacco Company Limited.
2 - Registered Office of the Company - In Baghdad
3 - The purposes for which the company was established are:-
(a) - Establishing a factory or factories for preparing raw tobacco and manufacturing cigarettes of
all kinds.
(b) - Purchasing or merging a factory or factories for the manufacture of cigarettes already established and existing.
(c) - Establishing a factory or factories for making cigarette boxes and boxes for any other materials.
(d) - Establishing a printing press for printing box labels or any other printed materials.
(e) - Trading in wholesale and retail in the materials that enter the aforementioned factories of
machinery, tools, equipment, and raw materials, namely tobacco, paper, and cardboard
and other materials involved in the company's business, and to have the right to trade
in similar materials, whether they are products of the company or others, by way of sale,
purchase, mortgage, credit, import, and other rights of disposal directly
or through an intermediary for its own account or by way of commission or agency for others.
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Page 240
Internal Regulations
of the National Tobacco Company Limited
1 - The following words and phrases shall have the following meanings unless the context indicates otherwise:-
1 - (The Company) National Tobacco Company Limited.
2 - (Companies Law) The Indian Companies Act of 1913 as amended and implemented by the
Companies Statement of 1919 and every other amendment introduced to it, acted upon, or substituted for it.
3 - (Company Headquarters) The registered management center of the company.
4 - (Month) A month according to the Gregorian calendar.
5 - Words denoting the singular include the dual and plural and vice versa.
6 - Words denoting the masculine also include the feminine.
7 - Words denoting persons include legal entities.
2 - The model regulations contained in Table (A) of the first list of the Companies Law
do not apply to this company, except that if the regulations of this company are silent on a matter, the
aforementioned model regulations shall apply in that regard.
Commencement of Work
3 - Since this company started operating as a private company, it shall continue as a private
company. Then it shall conduct business as a public company after all the necessary legal formalities for that are completed.
- 5 -
The undersigned, whose names and addresses are at the bottom, had established a private limited company. Based on
their following of the required legal procedures, the aforementioned company has been converted into a public limited company.
Names, surnames, and addresses of the subscribers (at the initial establishment of the company) | Number of shares taken by each subscriber
Rafidain Tobacco Company Limited - Baghdad | 120
Tawfiq al-Suwaidi - Landowner * Salah al-Din Street | 250
Selim Abboud - Merchant * Al-Sa'dun Quarter | 120
Muhammad Hisham Kamil Ayas - Merchant * Jadid Hassan Pasha Quarter | 110
Total - Six hundred shares | 600
Written in Baghdad Month Year 1943
On behalf of Rafidain Tobacco Company Limited Tawfiq al-Suwaidi Selim Abboud Muhammad Hisham Kamil Ayas
Authorized Manager
Witness to the authenticity of the signature
- 4 -
Page 241
coupons for the payment of profits or any formal arrangement decided by the Board of Directors.
E - The share warrant is evidence of its holder's right to the shares specified therein, and the ownership of these
shares shall be transferred by delivery and receipt. The provisions of this
system regarding the method of transferring and moving shares shall not apply to the transfer of shares for which a warrant is issued.
F - The holder of a share warrant may request the company to cancel it and issue a certificate in his name, or in the name
he provides, after delivering the warrant to the company and paying the fees decided by the Board of Directors.
G - The holder of a share warrant may deposit the warrant whenever he wishes at the company's headquarters in exchange for a receipt, and as long as
the warrant remains deposited with the company, the depositor shall have the rights related to requesting a general meeting of the company,
attending general meetings, voting therein, and exercising any other right of the
members' rights in every meeting held after two days from the date of deposit, as if his name
were registered in the register of members as the owner of the shares specified in the share warrant. The company must return
the warrant to the depositor two days after receiving a written request from him.
H - The holder of a share warrant participates in all the rights of members as long as his warrant is deposited at the
company's headquarters. If his warrant is not deposited, the company is not obliged to send him any notice.
As for the call for payment, it is directed to the warrant holders by announcement in newspapers, as well as
all notices regarding seizure, forfeiture of rights, and other notices that the Board of
Directors decides to direct to them.
I - The Board of Directors may, from time to time, follow rules regarding the special conditions for renewing
share warrants or coupons based on their loss, damage, or defacement, while taking
the necessary securities.
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Shares
4 - a - Unsubscribed shares, whether new or old, shall be at the disposal of the Board of Directors,
which may offer them, in whole or in part, to the public, taking into account legal provisions, or
sell them in any manner whatsoever.
b - Any share of the company's shares may be issued with preferred or deferred rights or any other
special rights or with restrictions related to the share of profits, the number of votes, the return of capital,
or otherwise, as the company may decide from time to time by special resolution, provided that this does not prejudice
any of the special rights previously granted to the holders of the company's issued shares.
c - The amount payable for each share requested for subscription after it is offered must not be less
than thirty percent of its nominal value; however, if the company decides to create other shares in
the future, they shall be offered in the manner decided by the Board of Directors.
5 - a - The company's shares shall be of two types: registered or to bearer, as decided by the Board of Directors.
b - Every person whose name is registered in the company's register of members is entitled to receive, without a fee, a certificate
signed by the authorized manager and stamped with the company's seal, stating the number of shares they hold
and the amount paid for them. If a share is held jointly by more than one person, the
company is not obliged to issue more than one certificate, and delivery of the certificate to one of the partners is considered delivery to all.
c - If a share certificate is defaced, lost, or destroyed, a replacement may be issued upon payment of
a fee not exceeding one hundred fils, as decided by the Board of Directors and under the conditions deemed appropriate by
the Board of Directors regarding evidence and undertakings.
d - The company may issue share warrants to bearer, provided that the share value has been paid in full.
The warrant shall state the number of shares held by the bearer by virtue of it, and coupons may be attached to the warrants.
⟦line⟧ 6 ⟦line⟧
Page 242
until actual payment, and the Board of Directors has the right to waive the interest or part of it.
d - The Board of Directors - if it deems appropriate - may receive from any member what they wish to pay of
the amounts remaining from the original value of the shares they hold and which have not yet been called for payment,
and it may pay on all or some of the paid amounts an advance interest at the rate agreed
upon with the payer, provided that it does not exceed five percent per annum.
Forfeiture of Rights in Shares
8 - a - If a member delays in paying an amount required of them, the Board of Directors may issue
a notice to them demanding payment of the amount due from them along with the interest.
b - The notice shall specify the day on or before which the required amount must be paid, provided that
this day is not before the lapse of fourteen days from the date of notification, and the notice shall state that
in the event the member fails to pay the amount demanded within or before the deadline, their right to their shares
shall be liable to forfeiture.
c - If the member does not pay the amount demanded, the Board of Directors may decide to forfeit their right to their shares
after the expiration of the period specified in the notice.
d - Any share for which the holder's right has been forfeited may be sold or disposed of under the terms or manner
deemed appropriate by the Board of Directors. It is permissible at any time before the sale or disposal to rescind the
forfeiture decision under the terms deemed appropriate by the Board of Directors.
e - Whoever has their right forfeited in the shares they hold shall cease to be a member of the company regarding those
shares, but they remain liable for the payment of all amounts that were due on their shares unless
the company has satisfied all its claims from the sale of the shares.
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Lien on Shares
6 - a - The company has a right of lien secured by a privilege on any share for which the full value has not been paid, for all amounts
due and which will become due on it (and the Board of Directors has the right to exempt any share from the provisions of this
article). The company's right to lien on shares includes the lien on the dividends due to them.
b - The company may sell, in the manner determined by the Board of Directors, every share held under lien due to the failure of
its holder to pay an amount due on it, provided that a written notice is sent to demand the due amount
while giving him a period of not less than fourteen days.
c - The proceeds of the sale shall be allocated to pay what is due of the amount from which the right of lien arose,
and the surplus shall be paid to whoever was its holder until the sale. The company may claim the deficit from him if
the sale proceeds do not cover the amount required to be paid. Also, if a surplus remains, the company may withhold it if
the shareholder has other shares whose value is not fully paid, whether the unpaid amount
is due or not yet due.
Call for Payment
7 - a - The company's Board of Directors may call upon its shareholders from time to time to pay the remainder of their shares' value or
a part thereof, provided that the amount requested to be paid each time does not exceed half of the nominal value of the shares,
while giving him a period of not less than fourteen days, and the shareholder must respond to the call for payment.
b - Partners in a share shall be jointly and severally liable for everything requested of them to be paid regarding
the common share between them.
c - If the period specified in the call for payment expires and the shareholder has not paid what was requested to be paid,
an interest shall be due from him to the company at a rate of seven percent per annum starting from the due date.
⟦line⟧
Page 243
f - Every report signed by two members of the Board of Directors stating the capacity of
the aforementioned signatories that any share in the company has been forfeited by its holder on the date mentioned
in the report shall be conclusive evidence of the validity of its contents against everyone who claims
entitlement to the said share, and the report and the receipt taken from the company in exchange for
the consideration paid to it for the share when it is sold or disposed of shall be considered sufficient evidence of the ownership
of the share by the buyer or the person to whom it was disposed, and his name shall be registered as the holder of that share
and his right shall not be prejudiced by any corruption or invalidity in the procedures followed. This article does not prejudice any
of the company's rights mentioned in the discussion of the seizure of shares mentioned in Article (7) above.
Conversion of Shares into Stock
9 - The Board of Directors, after obtaining the company's permission in an extraordinary general meeting, may convert
fully paid-up shares into stock, and it may also, after obtaining the company's permission, convert
stock into shares of any kind, and both permissions may be used at the same time.
Transfer and Transmission of Shares
10 - a - The contract for the transfer of any share in the company shall be signed by both the transferor and the transferee, and the transferor shall be considered
the holder of the share until the name of the transferee is entered in the register of the company's members as the holder of that share.
b - The share transfer contract shall be in the following form or any other form decided or approved by the Board
of Directors.
To the National Tobacco Company Limited, Baghdad
I ⟦line⟧ residing in ⟦line⟧ in exchange for
⟦line⟧ paid to me by ⟦line⟧ residing in
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Page 244
4 - To reduce its capital in the manner and circumstances and within the conditions permitted by law.
17 - The Board of Directors may borrow such sums of money as the company may need from time to time as
it deems appropriate, and it may guarantee these debts by issuing debentures or certificates of
indebtedness, or by way of mortgage, or by giving promissory notes or other securities
guaranteed by all of the company's current and future assets, including
its uncalled capital, or in any other manner it deems appropriate.
General Meetings
18 - The first general meeting of the company shall be held after the meeting mentioned in Article (33) within a period not
exceeding six months from the registration of the company.
19 - A general meeting shall be held once every year at the time and place determined by the company in its general
meeting, and in the absence of a decision by the company to that effect, at the time and place
appointed by the Board of Directors, provided that no more than fifteen
months shall elapse between one meeting and another.
20 - The aforementioned general meetings shall be called ordinary meetings, and all other general
meetings shall be called extraordinary meetings.
21 - The Board of Directors may, whenever it deems fit, call the company to an extraordinary general meeting, and this may
also be done by those who have the right to call or request it under Article (78) of the Companies Law.
Proceedings at General Meetings
22 - A notice shall be sent to those to whom it should be sent under the company's articles, including at least a period of fourteen
days, not including the day of service of the notice or the day on which service is deemed to have occurred, but including
- 13 -
the share to another person in accordance with the provisions of this system.
13 - Whoever owns the right to dispose of a share due to the death of its holder or his bankruptcy shall have the profit
and other interests as would have accrued to him if he were the registered holder of the share, but the transferee
due to bankruptcy is not permitted, before registering his name in the register of members for that share,
to exercise any of the membership rights related to the company's meetings.
14 - The company may decide from time to time to increase its capital by virtue of a resolution issued in an extraordinary
general meeting by creating new shares under the conditions it deems appropriate.
15 - As for the shares that may be created in the future as new shares, the Board of Directors must
offer them all before their issuance to all persons who must be notified of its general meetings
so that each of them may take from them in proportion to the shares he holds or close to that proportion as far as
the number of created shares allows. The offer shall be made in a notice stating the number of shares offered with
the determination of an appropriate period for the offer decided by the Board of Directors. If the period expires and the company is not notified
of acceptance, its offer is considered rejected, and then the shares considered rejected become at the disposal of
the Board of Directors.
16 - Excess Capital. The company may decide the following by a special resolution, namely:
1 - To consolidate its capital and divide it into shares of a greater value than its current shares.
2 - To divide its capital or any part thereof into shares of a value less than the value limited in
the memorandum of association of the company, by subdividing all or some of its current shares, and taking into account the provisions
of item (d) of paragraph (a) of Article Fifty of the Companies Law.
3 - To cancel every share that has not been subscribed to or for which no one has accepted the subscription until the issuance of the resolution.
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Page 245
C - The Chairman's statement signed in the general meeting minutes register shall be evidence of the proceedings
of those meetings.
D - The chairman of the meeting may adjourn it whenever the attendees agree to that by majority. It is not permissible in
the following meeting to engage except in the business adjourned from the previous meeting.
26 - Decisions are taken by a majority of votes, and each member has the right to vote with as many votes as the number
of shares they hold in the company, provided that the conditions for issuing shares are observed in this regard.
27 - In the event that there are several partners in a share, the vote of the eldest of them is considered, whether expressed by himself or on his behalf,
excluding the votes of the other partners, and seniority is determined according to the order of names in the register of members.
28 - A member does not have the right to vote in a general meeting if they have not paid all the amounts due from them
to be paid from the requested value of the shares they hold in the company or from other matters
related to the mentioned shares.
29 - Voting by proxy is permitted, but this is not permitted for the company if there is a decision from the Board
of Directors that applies to Article Eighty of the Companies Law.
30 - The appointment of a proxy for a member must be by virtue of an instrument signed by the principal or his agent
authorized in writing, and if the principal is a company, the proxy instrument must be signed
with the company's general seal or with the signature of one of its officers or an authorized agent, and the
proxy may be from the members of the company or others.
31 - The proxy instrument must be deposited at the company's headquarters within a period of no less than twenty-four hours
before the meeting. The proxy (agent) may be a stranger to the company. The vote of the
proxy is considered valid in the event of the death of the principal or his dismissal of the proxy unless news of his death or dismissal reaches the center.
⟦line⟧
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in which the day of the notice is mentioned, and that notice shall state the place and day of the meeting. In the event of the existence of
special business required to be presented to the meeting, its nature shall be generally indicated in the manner set forth
below or in any other manner determined by the company in its general meeting. The failure of
receipt of such a notice by any member shall not invalidate the proceedings occurring
at any general meeting.
23 - All business transacted at an extraordinary meeting and all business transacted at an ordinary
meeting shall be considered special business, with the exception of the approval of dividends, the auditing of accounts and benefits, the
ordinary report of the Board of Directors, and the appointment of Board members and officers in place of those whose terms have ended.
24 - No business shall be transacted at any general meeting unless a quorum of members is present at the time of transacting that
business. A quorum shall be considered present upon the attendance of five members. If a quorum is not
obtained within half an hour of the appointed time, the meeting shall be considered cancelled if it was convened
based on a call from the company members; however, if it was called by the Board of Directors, it shall be considered adjourned
for a full week at the same time and place. If a quorum is not obtained at the following meeting
after half an hour of its convening, it shall be considered present by the attendance of two persons in person.
25 - A - The Chairman of the Board of Directors shall preside over the general meetings of the company. If he does not attend within a quarter
of an hour, or if he attends but does not wish to preside over the meeting, those present shall elect one of them to preside over
the meeting and he shall be the chairman for that meeting only.
B - The company's resolutions shall be issued by the legal majority, which is the majority of those present, the absolute majority in
the case of an ordinary resolution in an ordinary meeting, and a three-quarters majority of those present in
the case of an extraordinary resolution.
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Page 246
(b) - If he resigns.
(c) - If he requests a declaration of bankruptcy or is declared bankrupt.
(d) - If an emergency occurs regarding his health capacity.
(e) - If he becomes a member of the board of directors of a company competing with this company or an employee thereof. And
the remaining members of the board of directors shall decide whether the company is competing or not.
e - If the company wishes to contract with one of its board members, borrow from him, or
perform any work in which he has a clear benefit, then that member has no right to vote for that
subject only. Likewise, if the member is a member of the board of directors of another company that wishes
to contract with this company, he shall not participate in voting on that matter only.
f - The company may not employ one of its board members in a hired position except to appoint him
as an authorized manager, factory manager, marketing manager, purchasing manager, or technical manager.
g - The company pays its board members annual allowances of one hundred and fifty
dinars for each of them.
h - In addition to the above, the company may pay its board members or any one of them
a salary or a share of the profit in exchange for any work they performed for it and under the conditions decided by the board
of directors. It also has the right to delegate them and send them abroad on missions pertaining to it and compensate them
with a reward for their efforts, as well as pay their travel and accommodation expenses as decided by the board of directors.
i - If a board membership becomes vacant for any reason, the remaining board members
shall elect one of the shareholders to replace the one whose position became vacant, and the member appointed in this
manner shall withdraw at the subsequent ordinary general meeting following his election.
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the company at least twenty-four hours before the meeting time.
32 - The proxy instrument may be in the following form or in any other form approved by
the Board of Directors.
To the National Tobacco Company Limited
I ⟦line⟧ residing in ⟦line⟧ the member of the National Tobacco
Company Limited have appointed by this instrument ⟦line⟧ residing ⟦line⟧ as my proxy to vote
on my behalf at the General Meeting of the company (ordinary or extraordinary as the case may be)
scheduled to be held on the day of ⟦line⟧ and at every meeting to which that meeting is adjourned.
In signature
Board of Directors
33 - A - Since the Board of Directors is composed of five members, it shall remain as it is until
the ordinary meeting following the conversion of the company from private to public, and then the
number of its members shall become seven.
B - At the first ordinary meeting, two members of the Board of Directors shall withdraw by lot
and the General Assembly shall elect four members, and in the following year the three who were
fixed shall withdraw, and so the matter continues, with three withdrawing one year and four the next. Meaning that every member of
the Board of Directors must withdraw two years after their election.
C - There is no objection to the re-election of a withdrawn Board of Directors member.
D - Membership of the Board of Directors becomes vacant in the following cases:-
(A) - If the member holds fewer than (100) shares.
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Page 247
private and a copy of the register of board members and every change therein.
37 - a - The Board of Directors may meet to perform its functions and may adjourn and organize its meetings
as it wishes, and decisions in Board of Directors meetings are taken by majority, and if the votes are equal,
the Chairman shall have a casting vote.
b - Board of Directors meetings shall be held at the time and place decided by the Board,
and a quorum is achieved by the presence of four of its members, provided that a notification has been sent
to all of them in accordance with the rules.
c - The members of the Board of Directors shall elect from among themselves a Chairman for them, and his term of office shall be from
the general meeting after which he was appointed Chairman of the Board of Directors until the end of the next ordinary general meeting
at which the balance sheet and the profit and loss account are presented.
d - If the Chairman of the Board of Directors does not attend the Board meeting ten minutes after the time of
the meeting, or if he attends and does not wish to preside, those present shall elect from among themselves a chairman for that
meeting only, and when the Chairman of the Board of Directors is not presiding over the session, he loses his
casting vote mentioned above.
e - Board of Directors sessions are held at the invitation of its Chairman, the Authorized Manager, or one of the Authorized Managers
when the company has two Authorized Managers, or the Company Secretary, and the invitation must be issued
at least three days before the meeting date unless all members agree
on a shorter period.
38 - a - The Board of Directors may form committees from among its members and delegate to them whatever powers it wishes,
and the committees must follow the instructions of the Board of Directors and observe the company's articles of association.
⟦line⟧ 19 ⟦line⟧
E - If a member of the Board of Directors fails to attend three consecutive meetings of the Board of Directors, he shall be considered
resigned if he does not provide a legitimate excuse on his own behalf for his absence. His position shall become
vacant, and the Board of Directors must appoint a person from among the shareholders to replace him in accordance with the provisions
of the previous article.
Procedures of the Board of Directors
34 - The Board of Directors manages the company's business, pays all its incorporation and registration expenses, and performs
all the company's functions except for what is within the jurisdiction of the company itself in its general meeting under
the Companies Law or under this Bylaw, provided that the provisions of this Bylaw and the provisions of
the aforementioned law and the rules not inconsistent with them decided by the company in its general meeting are observed, and in
any case, the rules decided by the company in its general meeting shall not invalidate the actions of the Board
that occurred previously and were valid had those rules not existed.
35 - The amount owed by the company from the money borrowed or collected by the Board of Directors
for the benefit of the company (other than money obtained from the issued share capital) must
not exceed at any time the company's capital formed from its issued shares
without permission from the company in its general meeting.
36 - The Board of Directors must perform its functions in accordance with this Bylaw and follow the provisions of the
Companies Law, and shall observe in particular the provisions related to registering details of mortgages and privileges
on the company's assets or those created by the company, and by preparing a register for recording the members of the Board
of Directors, and by sending an annual list to the Registrar with the names of the members of the Board of Directors and a summary of details
related to them, and informing the Registrar of every consolidation of capital or increase therein or the form of resolutions.
⟦line⟧ 18 ⟦line⟧
Page 248
Written on ⟦line⟧ year
Witness
Signature of the Principal
40 - All actions carried out in good faith at any meeting of the Board of Directors or committees
appointed by it, or carried out by any person in the capacity of a member of the Board of Directors, shall be considered valid even if
it is later discovered that an error occurred in the appointment of that member or it appeared that he lost the eligibility requirement for membership.
41 - The Board of Directors must record in registers prepared for the following purposes: -
A - The names of the company's employees whom it appoints.
B - Minutes of the Board of Directors' sessions, and in every meeting, the names of those present shall be recorded. Likewise,
a minutes register shall be opened for committee sessions, and every member of the Board of Directors or a committee who attends
a session must sign the minutes.
C - All company resolutions taken in its general meetings shall be signed by the chairman of the meeting.
Authorized Manager
42 - A - The Board of Directors may appoint from time to time one or more of its members as an authorized
manager for the company, or a foreigner as a manager for it, for a specific period or without specifying a period, and it may terminate
his capacity. It may contract regarding his appointment.
B - The Board of Directors shall determine the remuneration of the authorized manager or the manager, and it may be in the form of a salary or
a percentage of the profits or in any form the Board of Directors deems appropriate and agrees upon with the appointed person.
C - The Board of Directors may delegate to the authorized manager or the manager such powers as it deems appropriate.
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B - The members of each committee may elect from among themselves a permanent chairman for it, or elect a chairman for each
meeting, and if the chairman does not attend ten minutes after the meeting time, the members of the
committee shall elect one of them to chair the meeting.
C - Each committee may meet, adjourn its meetings, and take decisions therein by a majority of its members
present, and if the votes are equal, the chairman shall have a casting vote, provided that the majority is not achieved
by fewer than two distinct persons.
39 - A - A member of the Board of Directors, if absent from the city in which the company's registered office is located, may
appoint a proxy to take his place, and the proxy must be one of the company's members who hold
therein no less than (100) shares, and another member of the Board of Directors may be appointed as a proxy,
and the proxy member shall have the vote of his principal in addition to his own vote.
B - If a member is absent for more than six months, his position shall be considered dissolved for any reason whatsoever, unless
the company has sent him abroad. The Board of Directors shall elect one of the shareholders to take
his place in accordance with paragraph (i) of Article 33 above.
C - The member wishing to travel shall draft a power of attorney, the form of which shall be as follows or any other text
approved by the Board of Directors:-
To the National Tobacco Company Limited
I ⟦line⟧ residing in ⟦line⟧ a member of the Board of Directors of this
company, have hereby appointed Mr. ⟦line⟧ residing in ⟦line⟧ to represent me on the
Board of Directors of the company and to exercise and perform all the functions of a member of the Board of Directors instead of me,
pursuant to the power of attorney granted to me by the company's internal regulations.
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Page 249
before it, and the status of that and the company's assets and its debts.
51 - The company's account books shall be kept at its headquarters or at any other place decided by the Board of Directors
and shall be open for inspection by the members of the Board of Directors.
52 - The Board of Directors shall decide the manner and conditions for the inspection of the books by the company's shareholders other than members of the Board
of Directors.
53 - The Board of Directors must present to the company at its ordinary general meeting every year
the balance sheet of the company's accounts, and the date of its last accounts must not exceed six months before
the meeting. The balance sheet shall be accompanied by the Board of Directors' report on the progress of the company's business and the amount
recommended to be distributed as dividends and the amount proposed to be added to the reserve.
54 - The Board of Directors must present to the company at its ordinary general meeting a profit
and loss account for the period that has passed since the previous account, and the account must be
up to a date not preceding that meeting by more than six months.
55 - The profit and loss account shall show the total revenue and expenses, the wages of the company's offices,
the salaries of employees and workers, and all expenses and allocations, arranged under independent headings
for each of them. The account must include every expense that is correctly charged against the year's revenue
so that the profit and loss account is accurate. If there are expenses that should be
distributed over several years, the total of that amount shall be recorded, and the reasons for
distributing it over several years shall be mentioned along with the installment charged against the year's revenue.
56 - A copy of the balance sheet, the profit and loss account, and the report prepared by the Board of Directors shall be sent at least seven
days before the date of the meeting to everyone who must be notified of general meetings under this system.
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under the conditions, modalities, and restrictions it deems appropriate, and it may from time to time amend or withdraw them.
The Board of Directors may also appoint agents for the company for a commission, a salary, or both,
as it deems fit.
Company Seal
43 - The company shall have a general seal for the headquarters to be used under the conditions deemed appropriate by the Board of Directors.
The Authorized Manager may also organize a special seal for himself to stamp all transactions he conducts on behalf
of the company. The Board of Directors may also decide on the necessary seals for the company's branches and facilities.
Dividends and Reserves
44 - The company may, in its general meeting, decide to distribute dividends to be paid to the members, but it may not
decide to pay a dividend greater than what is recommended by the Board of Directors, and no dividend may be paid except from profits.
45 - The Board of Directors may distribute to the company members an interim dividend on account of the original dividend
if it sees that the company's profits justify that.
46 - The Board of Directors may set aside a portion of the profits as a reserve. The reserve may not exceed
twenty-five percent of the company's profits in any given year unless the approval of the company is obtained in a general meeting.
47 - The Board of Directors may invest the company's reserve in the manner it deems appropriate.
48 - If several persons are registered as joint owners of a share, the receipt taken from
one of them for the dividends shall be considered a receipt from all of them.
49 - No interest shall accrue against the company due to the non-receipt of dividends for any reason whatsoever.
Accounts
50 - The Board of Directors must keep correct accounts of the amounts received by the company and those spent.
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Page 250
57 - The Board of Directors must follow the provisions of Articles (130 - 135) of the Companies Law.
Auditing of Accounts
58 - The company must appoint, at its general meeting, one or more auditors to audit
the company's accounts and to perform the functions specified in Articles 144 or 145 of the
Companies Law. As for their fees, they shall be determined by the Board of Directors.
Notices
59 - The company's notices are served to the members either by delivering them to them personally or to their place of residence,
either by registered mail or through one of the company's employees, at the address
that they have provided to the company and which is registered in the Register of Members. If a member changes his address,
he must inform the company in writing of that, stating his new address. When the notice is sent by registered
mail, the notification is considered to have occurred at the time the post office distributes the letters.
60 - The Board of Directors may decide to notify the members, a group of them, or any individual member by an announcement published in two newspapers
on the same day from among the newspapers issued at the company's headquarters. The notification is considered to have taken place on the day the announcement is published.
61 - Owners of a joint share are notified by sending the notice to the partner named first in the company's register
for that share.
62 - If a shareholder dies and his heirs have not provided his specific inheritance certificate along with the addresses of all heirs in a
complete and detailed manner, the company may send its notification to the deceased's place of residence in the name of (Heirs of so-and-so) or
in the name of the deceased himself as if he were not dead. In such case, the notification is considered to have occurred according to the law and the requirements of this
system, by any of the notification methods mentioned in Articles 59 and 60 above.
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