S O S İ A D
ASSOCIATION OF REFRIGERATION INDUSTRY AND BUSINESSMEN
NAME OF ASSOCIATION:
Article 1- Name of the association is “Association of Refrigeration Industry and Businessmen”. It shall be shortly referred to as SOSİAD.
HEADQUARTERS OF ASSOCIATION:
Article 2- Headquarters of the association is located in İSTANBUL.
PURPOSE OF ASSOCIATION:
Article 3- Purposes of the association are to enable cooperation, solidarity and exchange of information among its members who operate in representation and sales or production of cooling and air conditioning devices, automatic control devices, their main components and spare parts, to carry out operations and attempts in order to solve the financial, economical, legal, administrative, technological, exportation and importation problems of its members, to develop and raise to the utmost level in terms of cooling and air conditioning market in Turkey and to conduct the necessary activities so as to meet the needs of the country in terms of cooling and air conditioning, to enable highly developed and quality products to reach the consumer. To this end:
a) The Association takes precautions and provides incentives for the development of its members and cooling technologies. It supports and contributes to all activities in this regard. It makes cooperation with technical, scientific or equivalent associations and organizations inland and abroad; it follows up all technological developments in such fields and communicates the to its members. In this context, Articles 91 and 92 in the amended civil code apply.
b) It ensures cooperation and solidarity among its members. It makes searches and coordination in order to seek solutions to the problems in the sector. It performs all the activities required to meet social requirements of its members. It may establish and take part in the establishment of foundations and incorporate facilities or trade enterprises in accordance with Article 26 of Law no 5253 and open branch offices inland or abroad.
c) It represents its members before public organizations such as local authorities, chambers, universities, KOSGEB, TSE and ministries under sectoral integrity. It collectively deals with study, application and follow-up activities, which its members have to perform separately as an individual company, in sectoral level and thus, it ensures time-saving and strives to bring productivity and effectiveness for the activities of companies and sector.
d) It makes efforts to increase business opportunities of its members inland and abroad. It engages in promotion activities. To this end, it prints and distributes brochures in Turkish and foreign languages and secures assistance from our foreign representation offices, relevant organizations and professional associations abroad. It makes effort to ensure that its members engage in export activities. It cooperates with the relevant authorities to prevent its members who make import, export and trade from being exposed to unfair competition. In this context, the provisions of Article 5 in Law no 5253 apply.
e) The Association establishes the commissions related with the services to be provided in accordance with its purposes and development and provides and realizes its services through the commissions established.
f) It organizes training and instructive courses. It engages in similar training activities. Moreover, it encourages young colleagues who study in this field with scholarship, internship, training assistance and similar opportunities. It deals with activities to professionalize them. Scholarship is granted free of charge to the students to be determined by Board of Directors.
g) It establishes relationship with universities, research institutes and vocational high schools and collectively organizes air conditioning and cooling activities of such universities, research institutes and vocational high schools as well as other scientific institutions and relevant organizations and encourages them with necessary assistance in this regard. It benefits from the activities of such organizations if required.
h) In order to attain the foregoing purposes, the Association;
- Organizes all kinds of activities such as meetings, trade fairs, courses, conferences, conventions, contests, seminars etc. and attends similar activities mainly exhibitions and fairs.
- Publishes and distributes professional and scientific articles, journals, brochures, books, bulletins and technical documentation.
- Publishes books and catalogs that concern the fields of activities of members of association and the data about their companies.
- Publishes notices, statements or similar articles by complying with the Law on Associations and other relevant regulations in accordance with the resolutions of Board of Directors.
- Employs all kinds of advertising, propaganda and promotion means in its own field of activities.
- Promotes the association and its members via mobile phone networks or internet including radio, television and 3G platform.
- Publishes periodic and non-periodic bulletins.
- Publishes scientific and technical articles and columns in press such as newspapers, magazines etc.
- Establishes and operates economic, commercial and industrial enterprises to earn income required to attain the purposes stipulated in this by-law.
- Organizes lunch/dinner meetings, excursions, exhibitions, sports events, concerts and entertainment activities etc. inland and abroad in order to develop and maintain relationships among its members or ensures its members to take part in such organizations.
i) Does not perform political activities and engage with political authorities. It communicates to the public its opinion on issues concerning its professional services in accordance with its charter.
j) Purchases all kinds of movable and immovable properties required for the building of association and for its purposes and activities in accordance with Article 22 of Law on Associations. Notifies local authority of the property within a month following the registration of the property purchased with title deed registration office or official authorities. The Association may establish all rights over the immovable properties by the resolution of ordinary general assembly and make construction based on its need and sell the movable or immovable properties which are available, purchased or transferred to the association by means of donation and bequest.
k) Strives to resolve any possible commercial and other disputes that might arise among its members in the capacity of facilitator and through arbitration.
l) Invites the members of foreign associations and organizations to Turkey in order to follow up the developments in science and technology or to update its knowledge in them or sends its members or representatives abroad upon the invitations made by foreign associations and organizations.
m) Follows-up, inspects and take necessary actions for the compliance of heating and cooling air conditioners manufactured or imported by the companies with applicable standards.
n) Makes all necessary efforts to increase competitiveness of Turkish cooling devices and air conditioners abroad. Cooperates with the relevant authorities to ensure that such products are exported.
o) Represents its members and sector before all authorities, various institutions, commissions, boards, committees etc. with regard to the activities of its members and makes contribution to their activities and strives to protect the rights and interests of its members.
p) Receives property or cash assistance and donation from natural and legal entities inland and also accepts property or cash assistance and donation from natural and legal entities abroad provided that it sends a prior notice to local authority. Content and form of such notice is set out in the regulation. Cash assistances are received through banks.
r) Receives and grants financial assistance from and to associations, professional organizations or training organizations established for similar purposes in order to attain the purposes stipulated in this by-law. Executes common projects with public authorities in its own field of activities provided that the provisions of Law no 5253 on Relations of Associations and Foundations with Public Authorities are reserved. In these projects, public authorities may provide property or cash contribution in maximum rate of fifty percent of the project cost.
s) Establishes branches or representation offices inland and abroad in order to execute the activities of the association in accordance with law and regulation on Associations. Members of such branches have equal rights as other permanent members of the association in general assembly of the association. Representation offices are not represented in general assembly of branch offices or association. Branches may not establish representation office. Address of representation office is notified to local authority in writing by the person or persons nominated as representative by the resolution of board of directors.
t) Performs all other necessary activities.
MEMBERSHIP TO ASSOCIATION:
Article 4- A natural person or a legal entity, who is Turkish citizen, qualified to enjoy his/her civil rights, who turned the age of eighteen and who deals with the activities defined in third article of this by-law could be a member to this association. Those who are not Turkish citizen need to be entitled to reside in Turkey in order to be permanent member in addition to the conditions required for membership of Turkish citizens. However, the persons and representatives of legal entities who are not Turkish citizen could be honorary member to the association by the resolution of board of directors. There is no obligation of residence in order to be a honorary member. Board of Directors of the Association finalize the application for membership within maximum thirty days. Result is communicated to the candidate in writing.
The following rules and methods apply for membership to the association.
- Engagement with the activities set out in the section titled the purpose of association,
- Recommendation by minimum two members of Association,
- Presentation of letter of authorization from the company, of which he/she is a member or owner,
- Completion of "Request of Membership and Application Form",
- Signature of "Ethical Values Agreement of Association",
- Adoption of a resolution on ‘‘acceptance of membership’’ by board of directors,
- By the payment of enrollment and annual subscription, enrollment is completed and membership starts. Unless Board of Directors considers any objection for the membership of the recommended candidate in accordance with the law and by-law, it is free to approve or not to approve membership. In case of any opposition by members of association to the membership of the candidate considered eligible for membership, such opposition is first discussed in honorary board and if opposition continues, then it is discussed in general assembly. Board of Directors implements the resolution adopted by honorary board and general assembly.
DISTRIBUTION OF MEMBERS OF SOSİAD:
SOSİAD has two kinds of members as permanent and honorary members.
1. Permanent Member:
He/she is a permanent member of the association such as legal entity, owner, shareholder, representative or professional manager of business who are member of Chamber of Industry or Chamber of Trade and who engage in the activities mentioned in the section titled purposes of the association. Maximum two people can be a member provided that each of them pays subscription fee separately. Companies notify their representatives who would like to be member in writing. Companies are entitled to change their representatives in the association. Member of the association becomes a member in the awareness of this situation and accepts membership under this condition.
2. Honorary Member:
Administrative and technical staff such as academician, manager, expert etc. who do not fully meet the conditions for membership to the association, who have contributed or shall contribute greatly to the association and profession, who serve as a top manager in a company operating in the relevant field of activity and who are employed by public or private sector providing service in the relevant business line can be granted honorary membership.
Honorary members are free to pay or not to pay any subscription. Honorary members are not entitled to vote in general assembly. They can not be appointed to the bodies of the association. Honorary members can assume roles in working commissions.
Those who are not eligible to be a member in accordance with the relevant articles of law on associations can not be honorary members even if they meet the conditions mentioned in the definition of conditions.
RIGHTS OF MEMBERS:
Article 5- No one can be forced to be and to remain as a member to the association.
Each member has a right to resign. Members of the association have equal rights. No discrimination such as language, race, color, gender, religion and sect, family, class etc. can be made among members and no treatment which would destroy equality or which would grant some privileges to certain members could be made. Each member has a right to take part in activities and management of the association. Each member has a single voting right in general assembly and the member has to personally cast vote.
RESIGNATION and REMOVAL FROM MEMBERSHIP:
Article 6- No one can be forced to remain as a member of the association. Each member has a right to resign from membership provided that he/she gives a written notice. However, permanent membership of the representatives appointed by companies is terminated in case of failure by the company to notify the name of new representative or to appoint a representative.
Debt of subscription of resigning members is completed at the end of semi-fiscal year when the request of resignation was made and all subscriptions accrued in that year are collected from them. Membership of those who do not pay their subscriptions in spite of 30-day payment notice of secretary or accountant or chairman of the association is terminated by the resolution of board of directors. No enrollment subscription is collected from the resigned member who would like to be a member again.
Article 7- Membership of any member who is subject to the following conditions is terminated by the report of honorary board and by the resolution of board of directors.
- Failure to comply with the provisions of this by-law,
- Failure to comply with the commitments stipulated in "SOSİAD Ethical Values Agreement" signed by the member,
- Discontinuation to deal with the profession or commercial activities and liquidation of management role in legal entities the member is employed at,
- Indifference to the existence and purposes of the association and failure to comply with the working methods of the association.
Resolution for removal of member from membership is adopted through secret vote by board of directors and by majority of votes upon the recommendation of honorary board. Moreover, any of the penalties indicated in this by-law could be imposed on members whose actions and treatments do not comply with the membership to the association and who engage in conducts that degrade the honor and integrity of the profession by the resolution of honorary board. Competent authority to oppose to such resolutions is general assembly.
Subscription is collected from the members who resigned or who were removed from membership of the association for the period when they acted as member.
Members are entitled to raise opposition to removal from membership or imposition of penalties by the resolution of honorary board with written application at least fifteen days prior to the first general assembly meeting. Application of opposition is filed with chairmanship of association.
BODIES OF ASSOCIATION:
Article 8- Bodies of the association are General Assembly, Board of Directors, Board of Auditors, Honorary Board and Advisory Board.
GENERAL ASSEMBLY and METHOD OF CALL:
Article 9- Ordinary general assembly of the Association gathers in January bi-yearly. Election of bodies of the association is made bi-yearly.
Article 10- Board of Directors issues the list of members who are entitled to attend general assembly meetings in accordance with the by-law of the association.
Members to attend the general assembly are called for meeting with notice of day, time, venue and agenda at least fifteen days earlier. If the quorum of meeting is not secured upon this call, day and place of the second meeting is notified. The period between the first meeting and the second meeting can not be less than one week.
Day, time, venue and agenda of the meeting is communicated to members at least fifteen days earlier than the meeting and the list indicating the members to attend the meeting is attached to that letter, as well.
In case the meeting is postponed for another reason, such situation is notified to members along with the reasons of postponement. The second meeting must be made within two months at the latest from the date of postponement.
The members are made another call for the second meeting in accordance with the procedures mentioned in the first paragraph and the meeting is communicated to members according to the second paragraph.
General assembly meeting can not be postponed more than one time.
Article 11- General assembly meetings;
- are held ordinarily on the dates indicated in the by-law of the association,
- are held extraordinarily when board of directors or board of auditors deem required or upon written request of minimum one in fifth of the members of the association.
Ordinary general assembly meetings must be bi-yearly made in January. General assembly is called for meeting by board of directors. In case no call is made, justice of peace appoints three members to call the general assembly for meeting upon the request of any member.
VENUE OF MEETING:
Article 12- General assembly meetings are held within the limits of local authority where the headquarters of the association is located.
QUORUM OF MEETING :
Article 13- General assembly gathers by the absolute majority of the members eligible to attend the meeting and by two-third majority of the members in case of amendment to by-law and liquidation of the association; if the meeting is postponed due to failure to secure majority, no majority is sought in the second meeting. However, the number of members attending this meeting can not be less than two folds of the whole members of board of directors and board of auditors.
METHOD OF MEETING:
Article 14- General assembly meetings of the association are held in the place, at the time, and on the day mentioned in the notice.
The members who shall attend the general assembly sign the list issued by board of directors and head to the venue of meeting.
If the quorum mentioned in Article 13 has been secured, such situation is recorded in minutes. The meeting is opened by chairman of board of directors or any of the members to be assigned by the chairman.
Following the opening of the meeting, a chairman and adequate number of assistant chairmen and clerks are elected to oversee the meeting.
The management of the meeting appertains to the chairman of general assembly. Clerks prepare the minutes of meeting and sign it along with the chairman. All minutes and papers are delivered to board of directors at the end of meeting.
DUTIES AND POWERS OF GENERAL ASSEMBLY:
Article 15- The following matters are discussed and resolved by general assembly:
- Election of bodies of the associations,
- Amendment to the by-law of the association,
- Discussion of reports of Board of Directors and Board of Auditors and Adoption of resolution on discharge of them,
- Discussion of the budget prepared by Board of Directors and Acceptance of such budget exactly or by amendment,
- Delegation to board of directors for purchase of immovable properties for the association or sale of current immovable properties and for establishment of any kind of real rights over the immovable properties in favor of and against the association at title deed registration office,
- Determination, increase and decrease of the amount of subscription to be collected from members each year,
- Determination, increase and decrease of the amount of enrollment subscription to be collected from new members for once,
- Establishment of foundation, membership to the foundations or similar organizations established,
- Participation to or resignation from federation,
- Adoption of resolution for establishment of branch office and representation office and delegation to board of directors in this regard,
- Dealing with international activities, membership of the association to or resignation of it from associations or organizations abroad,
- Liquidation of the association
- Fulfillment of other duties required to be made by general assembly in the legislation and by-law of the association.
General Assembly finally adopts resolution on acceptance for and removal from membership; elects the bodies of the association and executes the works which are not assigned to any other body of the association. General Assembly inspects other bodies of the association and may dismiss them at any time with reasonable causes.
ITEMS TO BE DISCUSSED IN GENERAL ASSEMBLY MEETING:
Article 16- In general assembly meeting, only the items in the agenda are discussed. However, it is an obligation to discuss the matters required by minimum one-tenth of the members present in the meeting.
CANCELLATION OF RESOLUTIONS OF GENERAL ASSEMBLY:
Article 17- Any member present in the meeting and any member who do not agree with the general assembly resolution which have not been adopted in accordance with the law or by-law of the association may file an application with the court for cancellation of such resolution within one month of the date of resolution for the member present in the meeting; within one month of learning the resolution for the member not present in the meeting and within three months of date of resolution in any case. No application could be made for cancellation of the resolution adopted by other bodies unless no remedy has been reached by inspection mechanism within the association. The events where the resolution of general assembly is considered ineffective or void with absolute nullity are excepted.
COMPOSITION OF BOARD OF DIRECTORS:
Article 18- Board of Directors is elected by general assembly among its members through secret vote as eleven permanent members and five alternate members. In the case of equality of votes, a drawing is made. In the first meeting to be made after general assembly, Board of Directors elects chairman, adequate number of assistant chairmen, secretary general and accountant among its own members. In case of vacancy in permanent membership, it is an obligation to call alternate members to duty.
Membership to Board of Directors of a member who fails to attend three regular consecutive meetings or who fails to attend at least half of the meetings made in a year without any excuse acceptable by Board of Directors is terminated. He/she is considered to have resigned in this regard.
DUTIES OF BOARD OF DIRECTORS:
Article 19- Board of Directors is the execution and representation body of the association and it performs this duty in accordance with the law and by-law of the association.
- To fulfill the purposes and activities of the association, to implement the resolutions adopted by general assembly,
- To adopt resolutions on the matters recommended by members of Board of Directors and Board of Auditors,
- To adopt a resolution for the removal of members who do not meet the quality and conditions of membership, who stray from the purposes of the association or who loose membership rights, upon the recommendation of chairman of board of directors,
- To discuss the reports submitted by Honorary Board, to adopt final resolutions on these reports, to adopt resolutions for removal from membership,
- To examine membership subscriptions of the association, to adopt resolution for acceptance to membership or for refusal of membership request,
- To transfer any of its duties to any member of board of directors or any third party,
- To represent the association or to appoint one or several members for representation,
- To determine the venues and opening dates of branches accepted by general assembly, to authorize founders and managers of branches. To dismiss any or all of branch managers when and if required,
- To perform the operations related to income and loss accounts of the association and to prepare the budget of the next period for submission to general assembly,
- To notify local authority of the membership of non-Turkish citizens to the association within ten days of acceptance to membership,
- To purchase immovable properties, to sell movable and immovable properties of the association, to cause building or facility to be constructed, to enter into rent contracts, to cause lien, mortgage or real rights to be established in favor of the association based on the power vested by General Assembly,
- To call for general assembly meetings, to call general assembly for extraordinary meeting when and if required,
- To work on preparation of by-law and regulations or amendment proposals and to submit them to general assembly for approval,
- To appoint and to inspect the staff who shall execute management and financial operations of the association, to determine their wages and to terminate them,
- To create permanent or provisional working groups and commissions for the matters that it deems opportune,
- To organize special meetings and events, which guests of members could attend as well, in order to consolidate familiarity and friendship among members from time to time,
- To notify auditors of ordinary and extraordinary meetings to be held, to ensure timely presentation of reports,
- To take delivery and transfer of management and financial operations and assets of the association at the beginning of working period, to completely deliver and transfer them to the new board of directors through written minutes at the end of working period,
- To take necessary actions with public and private organizations in order to protect the rights of members,
- To communicate the resolutions to be adopted by public and private organizations concerning the activities of the association to the members,
- To perform other works assigned by and to use the powers granted by the by-law of association and legislation,
- The association may open branch offices by the resolution of general assembly when and if required. Board of Incorporators consisting of minimum three people as authorized by board of directors for such purpose gives the notice for incorporation of branch office and other necessary documentation to local authority located in the area where the branch is to be opened Content of notice for incorporation of branch office and necessary documentation are set forth in the regulation.
FAILURE TO COMPLETE BOARD OF DIRECTORS BY ALTERNATE MEMBERS:
Article 20- In case the number of members of Board of Directors goes below the half of the number of whole members after the appointment of alternate members due to resignation or removal from membership, the general assembly is called for meeting within one month by the remaining members of board of directors or board of auditors. In case no call is made, justice of peace appoints three members to call the general assembly for meeting upon the request of any member.
COMPOSITION and DUTIES OF BOARD OF AUDITORS:
Article 21- Board of Auditors consists of three permanent and three alternate people to be elected among the members of general assembly. Three candidates who received the maximum number of votes are elected as permanent members while the following three candidates are elected as alternate members. In the case of equality of votes, a drawing is made.
This Board performs its audit duty at intervals not exceeding twelve months in accordance with the principles and procedures stipulated in the by-law of association and presents the report containing the results of audit to board of directors, board of directors of the branch office that it has audited and general assembly. In case of vacancy in permanent membership, alternate members assume the duties.
Members of Board of Auditors are elected to serve for a period of two years.
Duties and powers of Board of Auditors are as follows:
- To present the results and proposals of the audit that it shall perform on books and documentation related to the budget and accounting operations of the association at intervals not exceeding one year to ‘‘board of directors’’ and general assembly,
- To attend the meeting of board of directors in which the working schedule and budget for the next working period are to be discussed and to state its opinions and proposals there,
- To present the results and proposals of the audit on financial report, balance sheet and income statement issued by Board of Directors to general assembly,
- To audit duty transfer and delivery operations of Board of Directors, implementation of the resolutions adopted by general assembly; compliance of activities of the association with the provisions of legislation and to issue reports in this regard,
- To attend the meetings of Board of Directors as observer,
- To call general assembly for meeting when the events stipulated in Article 11 of by-law take place.
Article 22- In accordance with Article 9 of Law no 5253, general assembly, board of directors or board of auditors may perform internal audit or they may cause independent audit firms to perform such audit. Internal audit performed by general assembly, board of directors or independent audit firms does not release the obligation of audit by board of auditors. Board of Auditors audits whether the association operates in accordance with the purposes indicated in by-law and the activities stated to be performed to reach such purposes, whether books, accounts and records are maintained according to legislation and by-law of the association, at intervals not exceeding one year pursuant to the procedures and principles set forth in by-law of the association and presents the report of audit results to board of directors and general assembly. It is an obligation for the officers of the association to demonstrate or give all kinds of information, documentation and records and to allow access to management areas, facilities and premises of the association upon request of the members of Board of Auditors.
COMPOSITION and DUTIES OF HONORARY BOARD:
Article 23- In case SOSİAD General Assembly decides to establish a Honorary Board, the board shall be constituted and it shall consist of three permanent and one alternate member to be elected by the assembly among its members to serve for a period of two years. The members of the board are primarily elected among senior members of the association who are experienced and who previously assumed duties in the bodies of the association, if possible. Honorary Boards elects a chairman, an assistant chairman and a secretary among its members in the first meeting.
Honorary Board gathers upon the call of board of directors or as required by chairman of honorary board and discusses the items in the agenda.
Duties of Honorary Board are as follows:
The Board examines and resolves the oppositions to the acceptance for membership and the complaints about the members of the association. These resolutions may be;
— Acceptance or refusal of opposition or complaint,
— Written condemnation to the member,
— Condemnation to be communicated to all members,
— Suspension of membership for a period not exceeding 1 year,
— Termination of membership.
It examines the complaints made by permanent members or directly by board of directors about any member of the association with the claim that the member in question fails to comply with the provisions of Ethical Values Agreement of the Association or engages in conducts that degrade the honor and integrity of the profession. It adopts non-binding advisory resolutions provided that the final resolution in this regard is to be made by board of directors. It meets with complainant and complained when and if required, collects the necessary papers and attaches them to its report. The complaints to Honorary Board are made in writing. The Board examines the issue escalated to it within maximum three months and presents its advisory report to board of directors. Honorary Board may appoint one or several individuals among its own members to perform such operations.
It grants minimum fifteen days to listen to the member about whom a resolution is to be adopted by board of directors, it does not submit its report to board of directors prior to the end of this period.
Method of meeting,
Honorary Board gathers upon the recommendation of board of directors or as required by board of directors or chairman of honorary board. Honorary Board is convened upon the call to all members with notice on agenda, venue, date and time of meeting.
Adoption of resolutions,
Meeting of honorary board is held with the attendance of minimum three members and the final resolution is made by majority of votes.
NOTIFICATION OF MEMBERS OF BODIES TO ADMINISTRATIVE AUTHORITY:
Article 24- First and last names, father names, birth places and dates, professions and residence addresses of permanent and alternate members elected in board of directors, board of auditors and other bodies of the association are notified in writing by chairman of board of directors to local authority in the area where the headquarters of association is located within thirty days of election by general assembly.
COMPOSITION and DUTIES OF ADVISORY BOARD:
Article 25- In case Board of Directors decides to establish an Advisory Board, the board shall be constituted and it shall consist of seven advisors to be elected by board of directors among its former chairmen, honorary members and members of the association to serve for a period of two years. Advisory Board gathers at least three times every year and elects a chairman, an assistant chairman and a reporter in the first meeting. Quorum required for meeting and resolution is ordinary majority.
Advisory Board is called for meeting by its chairman or chairman of the association in accordance with the agenda determined and a copy of resolution minutes of the meeting is forwarded to board of directors.
Advisory Board fulfills the following duties:
- To prepare draft programs related to the activities required for the purposes and services of the association, to raise proposals and wishes on implementations,
- To work on notions, methods and rules that would ensure love, respect and understanding among the members and to raise proposals and wishes for solidarity,
- To state its opinions on proposals and wishes of board of directors and general assembly on other matters.
MANAGER OF ASSOCIATION:
Article 26- Manager of association may be elected by SOSİAD board of directors among the members of association or appointed externally for a certain wage. Manager is appointed to serve for two years and, at the end of this period, board of directors may at its own discretion extend his/her term in office for the same period.
Duties and powers of Manager of Association:
- To organize and to call for or to issue invitation letter for meetings of Board of Directors,
- To prepare the agenda of the meeting of board of directors in consultation with chairman of board of directors,
- To implement the resolutions adopted by board of directors, to cause the reports to be issued,
- To manage the office of the association, to make all kinds of correspondences. To collect data and statistics, to follow-up and compile relevant publications and to inform board of directors of them,
- To follow-up employees of the association and inform board of directors of them,
- To inspect and audit the accounts of association, to inform board of directors of the result of audit,
- To determine the balance sheet to be issued quarterly and financial position and to provide information to board of directors,
- To ensure timely collection of membership subscriptions and other revenues,
- To practice the powers vested and to be vested by other articles of main by-law and to fulfill its duties,
- To represent the association by resolution of board of directors when and if required,
- To perform other duties related with activities as determined by board of directors.
ESTABLISHMENT OF BRANCH OFFICE:
Article 27- The Association may open branches inland and abroad. The resolution to open branches shall be adopted by general assembly and determination, appointment and discharge of venue and date of opening of branch and notification of branch founder or managers to local authority shall be made by board of directors.
In case general assembly decides to open branch office, board of directors appoints four founding members. Founding members file a written application with the governorship of the city in which the branch shall be opened in accordance with the law on associations.
To this end, written application is made by minimum three people authorized by board of directors of the association to local authority where the branch office is to be established. In this letter, it is an obligation to have name-surname, father’s name, place and date of birth, occupation, residence address and nationality of the founder and the address of branch office with two copies of by-law of the association and letter of authorization attached to such letter.
Branch office serves and operates affiliated to the management of headquarters of the association for the purpose of the association in accordance with the resolutions to be adopted by general assembly of the association. Branch office may not engage in direct relationship with international organizations to which the association is a member.
Founders of the branch have to be residing in the place where the branch is to be opened.
Article 28- In each branch, there must be;
— General Assembly,
— Board of Directors,
— Board of Auditors or Auditor.
Branch is represented by all members in general assembly of the association.
- Announcements on the meeting of general assembly of branch may be published in journal or local means and methods may be utilized, as well.
- General assembly of branch has complete ordinary meetings minimum sixty days prior to general assembly meeting of association.
BODIES AND REVENUES OF BRANCH OFFICES:
General Assembly of Branch: It consists of all members registered with the branch. Honorary members may attend but not vote in general assembly. Duties of general assembly are same as the duties of general assembly of the association but in the own area of the branch. General assembly meeting of the branch is held sixty days prior to the general assembly of the association. Method of meeting is same as general assembly of the association.
Board of Directors of Branch: It consists of five members. They are elected by general assembly of the branch to serve for a period of two years. Also, five alternate members are elected. Board of Directors elects a chairman, a secretary and an accountant among its own members. In case of vacancy of membership in Board of Directors, the following alternate member attends the board.
Duties and responsibilities of board of directors of branch are same as the duties and responsibilities of board of directors of the association but in the own area of the branch.
Duties to be assigned by board of directors of the association are fully performed. Board of Directors of branch notifies board of directors of the association of its actual income and cost accounts each year and its budget for the next year and obtains its approval.
Auditor of Branch: He/she audits the accounts and operations of branch at intervals not exceeding six months and reports the results of audit to board of directors of branch and board of directors of the association. Auditor of Branch is elected to serve for two years. Auditor of Branch is elected by general assembly of branch.
Revenues of Branch: Revenue of branch consists of the sum to be allocated by board of directors of the association to branch. All kinds of revenues of branch appertain to the association. All sums to be collected are transferred to the account of association.
Its costs are covered in accordance with the budget of branch approved by general assembly of association. Board of Directors of branch incurs expenses according to its own budget. Board of Directors of branch may make transfers among the sections of its budget in the rate of 10% and among the items of each section without any rate. At the end of each month, chart of costs and incomes are notified to board of directors of association. Board of Directors of branch is responsible towards Board of Directors of association for its activities and accounts. Board of Directors of association is responsible for the realization of branch budgets approved by general assembly of association. In case of dispute between boards of directors of branch and association due to this responsibility, the dispute shall be resolved in the meetings to be held by and between board of directors of branch and association. In the joint meeting of board of directors of branch and board of directors of association, the resolutions are made in line with the opinions of the majority. Branches may not establish foundation and fund.
LIQUIDATION BY RESOLUTION OF GENERAL ASSEMBLY:
Article 29- Resolutions of general assembly are adopted by absolute majority of the members attending the meeting. However, resolutions on amendment to by-law and liquidation of the association may be only adopted by the majority of two-third of the members who attend the meeting. Vote for liquidation is publicly made in general assembly.
General assembly of the association may decide on liquidation at any time.
Liquidation of the association is notified by board of directors to local authority in writing within five days of liquidation.
Resolution of liquidation adopted by general assembly of the association after a legal action is initiated to close down an association can not prevent the execution of such legal action and the legal consequences to arise in case a judgment is made to close down. A board of three receivers is appointed for this operation. The assets (money, properties and rights) remaining upon liquidation by general assembly are granted to a foundation or an association.
Article 30- Revenues of the association are collected by a receipt in accordance with Article 11 of Law no 5253 and costs are incurred by expense document. In case of collection of revenues of the association through bank, the payment receipt or bank statement is considered a receipt. Receipts and expense documents must be maintained for a period of five years. Receipts to be used to collect revenues of the association are caused to be printed by resolution of board of directors. Form, print, approval and use of receipts and the certificate of authorization to be used in collection of revenues of the association are set forth in the regulation. The people to collect the revenues are appointed by resolution of board of directors and certificate of authorization is issued for them. The procedures on maintenance of books and records by the association are set forth in the regulation. These books must be attested by unit of associations or notary public.
FINANCIAL ASPECTS OF ASSOCIATION:
Article 31- Working period starts on “January 1” and finishes on “December 31”.
In annual budget application of the association, incomes and costs must be equal and realistic, payment liabilities must not exceed the budget and transfer to next years, no operation must be made other than the sections and items in chart of income and allowance, and transfer must be made among sections of the budget by resolution of chairman of board of directors.
Powers of chairman and board of directors to incur expenses and amounts of such expenses, method of collection of revenues, amount of money to remain at cash register, budget transfer authorizations etc. are regulated by the resolutions to be adopted by board of directors unless otherwise decided by general assembly and “working period budget regulation” is constituted.
Sum of subscription is determined in accordance with the budget approved by general assembly each year. Members who join the association within the year are obliged to pay the portion of subscription from the period when their membership starts in the first year. The relevant provisions of law on associations apply for the membership subscription not paid.
REVENUES OF ASSOCIATION:
Article 32- Revenues of association are;
- Enrollment subscription with amount to be determined by General Assembly and annual subscriptions due and payable in two equal installments in January and July each year,
- Revenues from the activities of association such as publications, lottery, ball, entertainment, representation, concert, sports events, conference, trade fair etc.,
- Revenues from periodic or non-periodic publications and public broadcasts through television, radio, internet, mobile lines etc and advertising revenues,
- Revenues from the assets of the association,
- Voluntary property or cash donations to the association from natural persons and legal entities, companies and organizations,
- Revenues from commercial activities of the association for the purposes of the association,
- Assistances as contribution to research and advertisement activities of the association from the natural persons and legal entities which the members of the association represent,
- Donations and grants to be collected according to the provisions of the legislation on collection of grants.
PROCEDURE ON INCOMES AND COSTS:
Article 33- Income and Cost documents;
Revenues of the association are collected by ‘‘Receipt’’. (a sample of which is shown in ANNEX-17 in Regulation on Associations). In case of collection of revenues of the association through bank, the payment receipt or bank statement is considered a receipt.
Costs of the association are incurred by expense documents such as invoice, retail sale slip, freelancer receipt etc. However, for the payments of the association under Article 94 of Income Tax Law, Note of Expenses is issued in accordance with the provisions of Tax Procedure Tax and for other payments, “Expense Voucher” is issued. (a sample of which is shown in ANNEX-13 in Regulation on Associations).
Free of charge product and service deliveries by the association to individuals, companies or organizations are made through ‘‘Certificate of Delivery for Property Grant’’. (a sample of which is shown in ANNEX-14 in Regulation on Associations). Free of charge product and service deliveries by individuals, companies or organizations to the association are made through ‘‘Certificate of Receipt for Property Grant’’. (a sample of which is shown in ANNEX-15 in Regulation on Associations).
‘‘Receipt Certificates’’ to be used in collection of the revenues of association are printed by print house by the resolution of board of directors (in the form and size shown in ANNEX-17 in Regulation on Associations).
The matters concerning print and control of receipt certificates, taking delivery of them from print house, entry into books, transfer and delivery by and between former and new accountants and use of such receipt certificates by the person or persons to collect revenue for and on behalf of the association and delivery of the revenues collected are set forth in the relevant provisions of Regulation on Associations.
Certificate of Authorization
Person or persons to collect revenue for and on behalf of the association are appointed by resolution of board of directors by indicating the term of authorization. Certificate of Authorization (a sample of which is shown in ANNEX-19 in Regulation on Associations) with full name, signature and photos of the persons to collect revenue are issued in three copies and approved by chairman of board of directors of the association. A copy of certificate of authorization is submitted to unit of associations. Changes to certificate of authorization are notified by chairman of board of directors to unit of associations within fifteen days of change.
Persons to collect revenue for and on behalf of the association can start to collect reveue only after the presentation of a copy of certificate of authorization issued for them to unit of associations.
For use, renewal, return etc. of certificate of authorization, the relevant provisions of Regulation on Associations apply.
Persons authorized to collect revenue for and on behalf of the association transfer the money they collected to the account of association or send through banks within thirty days of collection.
However, if the amounts collected exceed the sum calculated by multiplication of (1.000) “one thousand” with wage coefficient which is taken as basis to convert the figures in indicator table into monthly amount in January of that year in accordance with Article 154 of Civil Servants Law no 657 and which is determined by general budget law, then these amounts must be sent to the association or transferred to the bank account of the association without waiting for the end of this thirty-day period.
It is forbidden to collect money or other grants by distributing newspaper, magazine and other publications for and in the name of associations.
It is an obligation to have minimum two signatures authorized to withdraw money from bank account of the association.
Period for Maintenance of Income and Cost Documents
Receipt documents, expense documents and other documents used by the association except for books are kept for a period of 5 years according to the number and date order in the books where they are entered, provided that the periods indicated in special laws are reserved.
BOOKS AND RECORDS:
Article 34- Associations maintain the books indicated in the regulation on procedures and principles related with the books, accounts and records of associations. These books must be notarized or attested by unit of associations.
The Association maintains the following books.
a) Member registration book: Identification data, date of membership, enrollment subscription and contribution liabilities of members of the association are entered in this book.
b) Book of Resolutions: Resolutions of board of directors are entered in this book according to date and number order and the resolutions are signed by members of board of directors.
c) Document Record Book: Letters received and sent by the association are entered in this book according to date and number order. Original of letters received and copies of letters sent are kept in files.
d) Operating Account Book: Amount of money collected for the association, place and reason of collection and relevant accounts and place and reason of payment and relevant accounts are clearly and regularly entered in this book.
e) Book of Furniture and Fixtures: Furniture and fixtures of the association are entered in this book.
f) Book of Receipt Document: Series number, date of start and completion, number, persons delivered, date of delivery and reception of Receipt documents used or to be used in accordance with regulations and communiqués of Ministry of Finance and the signatures on them are entered in this book. Receipts and expense documents are kept in files for minimum five years unless a longer period of time is stipulated in laws.
METHODS FOR INCURRING DEBTS:
Article 35- The Association may incur debts as required for the purposes and activities of the association by resolution of the board of directors. However, such debs may not be in the amount and nature that the association is unable to cover by revenues.
AMENDMENT TO BY-LAW:
Article 36- General Assembly is authorized to decide on amendment to by-law. Amendment to by-law may be discussed in general assembly only when amendment is included in the agenda or upon written request of one-tenth of the members present in the meeting. Resolutions of general assembly are adopted by absolute majority of the members attending the meeting. However, resolutions on amendment to by-law and liquidation of the association may be adopted by the majority of two-third of the members who attend the meeting and who are eligible to vote. Vote for amendment to by-law is publicly made in general assembly. Registration and promulgation of amendment to by-law are made in accordance with the procedure for establishment of the association.
NON-EXISTENCE OF PROVISION:
Article 37- For the matters not covered by this by-law or in case of contradiction to Law on Association, Law and Legislation on Associations and the relevant provisions of Civil Code shall apply.