NAME AND HEADQUARTERS OF THE ASSOCIATION
ARTICLE 1: The name of the Association is the “Members of the Board of Directors Association” (Yönetim Kurulu Üyeleri Derneği). The short name used is “YÜD”. The headquarters of the Association is located within the provincial boundaries of Istanbul. The Association may open branches in Turkey and abroad.
DEFINITIONS
ARTICLE 2: For the purpose of interpreting this Charter, the following terms, words, and abbreviations shall have the meanings set forth below:
Association: Members of the Board of Directors Association,
President of the Association: The Chairman of the Board of Directors of the Association,
Law on Associations: The Law on Associations No. 5253 currently in force (including its amendments or any Law that will enter into force to replace the existing Law),
General Assembly: The highest decision-making body of the Association, formed by all principal members entitled to vote,
Headquarters: The Association’s Headquarters located within the boundaries of the Istanbul Metropolitan Municipality,
Charter: The Main Charter of the Association,
Members: Individual, corporate, and honorary members of the Association,
Board of Directors: The administrative body authorized by the General Assembly, including the temporary Board of Directors,
TARGETS AND PURPOSE OF THE ASSOCIATION
ARTICLE 3: The targets and purpose of the Association are specified below:
3.1.
To ensure that boards of directors operate in the most effective and efficient manner, that corporate interests are observed at the highest level, and that sustainable added value is created for companies,
To create boards of directors characterized by strategic thinking, good corporate governance, and independent rational discussion; thereby making boards of directors efficient,
To encourage merit-based, independent, and effective board membership; to serve as a thought leader and reference point; and to advocate for and lead this approach,
To serve society and create added value in the economy through good governance by helping institutions in our country and across the world achieve their goals with their stakeholders,
To lead legislative efforts and the formulation of all kinds of guiding principles that may be necessary for establishing independent and effective boards of directors; to raise awareness regarding the responsibilities of board members,
To work actively in this field and create best practices.
3.2. The Association aims to provide the following main contributions to its Members:
To provide a platform and network for solidarity, sharing, education, and implementation among members coming together in line with its vision and goals,
To lead institutions in thought and practice through its members,
To conduct activities that provide information, experience, support, awareness, and training to institutions and relevant stakeholders aligned with its purpose, through member contributions,
To align domestic developments in this field with global best practices.
WORKING SUBJECTS TO BE PURSUED BY THE ASSOCIATION
ARTICLE 4: To achieve the purpose stated in the article above and to serve the public interest, the Association carries out activities in the following and similar areas:
4.1. To carry out studies that unite and support experts in order to provide independent member support to corporate boards of directors,
4.2. To provide an environment for training, discussion, and information or experience sharing to enhance the individual activities of its members,
4.3. To collaborate closely with similar institutions, associations, and organizations where necessary, ensuring that best practices are understood and adopted by natural and legal persons affiliated with them; to cooperate closely with regulatory bodies regarding Independent Boards of Directors and exchange information on necessary regulations,
4.4. To share know-how and collaborate with international organizations such as the World Bank, OECD, and the European Union,
4.5. To organize programs with all kinds of consultancy, training, audit, and accounting institutions and “sponsors” that contribute to and support this cause, to ensure the proliferation of such organizations in Turkey, and to conduct activities that promote the development and widespread implementation of independent board membership in institutions,
4.6. To organize seminars, workshops, and educational activities on these topics.
WORKING METHODS
ARTICLE 5: To successfully fulfill the topics mentioned above, the Association uses the following methods of operation:
5.1. Facilitates networking, solidarity, communication, and information sharing among members regarding efforts to develop and support independent board membership in Turkey,
5.2. Endeavors to recruit new principal members and acquire honorary members,
5.3. Organizes conferences, congresses, symposiums, panels, open debates, forums, fairs, exhibitions, kermesses, concerts, research, investigations, studies, surveys, seminars, and similar meetings, as well as scientific, educational, and social activities, including competitions with or without prizes, through committees or experts established within the Association; oversees plans and projects across all areas related to its purposes; identifies proposals and wishes; and collaborates with universities and other educational institutions in Turkey and abroad,
5.4. Publishes brochures, catalogs, bulletins, magazines, newspapers, and books,
5.5. May undertake all types of studies and activities to overcome professional difficulties encountered in independent board membership within institutions, and strive for decisions on all relevant matters,
5.6. Organizes social activities and organizes or has third parties organize all kinds of trips in Turkey and abroad to increase members’ knowledge and experience,
5.7. Establishes work, training, and social facilities required for its objectives and service topics; acquires, leases, and sells real estate; establishes all types of rights over such properties; operates them; and undertakes construction work,
5.8. Establishes foundations and relief funds provided that necessary permits are obtained in accordance with the Law on Collection of Aid and the provisions of this Charter; accepts conditional or unconditional bequests,
5.9. Carries out other activities prescribed by law to achieve its goals and activities,
5.10. Opens, operates, or transfers for operation commercial enterprises to conduct activities aligned with its purpose, provided that necessary permits are obtained,
5.11. Accepts domestic and foreign donations and aid within the framework of relevant legislation, aligned with its purpose and activities, provided that necessary permits are obtained,
5.12. Engages in international activities in accordance with its purpose and work, subject to compliance with the Constitution of the Republic of Turkey and relevant legislation; opens representative offices or branches domestically and abroad; establishes associations or parent organizations, or joins existing associations or parent organizations.
FIELD OF ACTIVITY OF THE ASSOCIATION
ARTICLE 6: The Association operates in the social and economic fields.
ASSOCIATION EMBLEM
ARTICLE 7: The emblem of the Association is shown in the Appendix. The Association’s emblem cannot be distributed, sold, or used for non-intended purposes by anyone other than members without the permission of the Board of Directors. All intellectual and industrial property rights regarding the Association’s emblem and visuals belong exclusively to the Association.
RIGHT TO BECOME A MEMBER
ARTICLE 8: The common requirement for all types of membership is having the qualifications to support activities in the field of independent board membership in Turkey. Natural and legal persons may become members of the association. The requirements for membership are set forth below:
8.1. FOR NATURAL PERSONS:
8.1.1. Possessing full capacity to act,
8.1.2. Not having been permanently expelled from membership in any association for reasons other than non-payment of association dues, and not being prohibited from joining associations,
8.1.3. Obtaining permission from their affiliated organizations pursuant to Article 3 of the Law on Associations, provided there are no contrary provisions in special laws,
8.1.4. Not being listed in the List of Persons and Entities Prohibited from Trading on Exchanges and Other Organized Markets within the scope of Article 46/i of the Capital Markets Law,
8.1.5. Paying the individual member entrance fee and the individual member annual fee in accordance with Article 27 of the Charter,
8.1.6. Provided that the above conditions are met, fulfilling additionally at least one of the following criteria:
Serving, or having served for at least 1 year, on the board of directors or relevant management body defined by law of joint-stock or limited liability companies under the Turkish Commercial Code No. 6102; or
Serving, or having served for at least 1 year, as Chief Executive Officer (CEO) or an equivalent executive role in any organization; or
Having served as a natural person representative of a corporate member of the Association and having left this position within the last 1 year.
8.2. FOR LEGAL PERSONS:
8.2.1. Being established under Turkish law,
8.2.2. Making a written request to become a member through the board or persons authorized to represent and bind the legal entity,
8.2.3. Not being listed in the List of Persons and Entities Prohibited from Trading on Exchanges and Other Organized Markets within the scope of Article 46/i of the Capital Markets Law,
8.2.4. Paying the corporate member entrance fee and corporate member annual fee in accordance with Article 27 of the Charter.
TYPES OF MEMBERSHIP
ARTICLE 9: The types of membership in the Association, member rights, and the exercise of these rights are shown below:
9.1. INDIVIDUAL MEMBER:
Natural persons who have undertaken all obligations required by Association membership and benefit from membership rights and responsibilities. Member rights include standing for election for all duties and voting, provided they meet the necessary conditions; member obligations include attending private and general meetings, complying with the Association Charter, paying dues on time, exerting the necessary effort in line with objectives and service topics, and maintaining the positive public image of the Association. A member who resigns or is expelled from the Association cannot claim any rights over the Association’s assets.
9.2. CORPORATE MEMBER:
If legal entities become corporate members of the Association, the Chairman of the Board of Directors of the legal entity or the person authorized to represent it shall vote on behalf of the legal entity. When this person’s duties as chairman or representative end, a new representative to vote on behalf of the legal entity shall be re-determined by the legal entity and notified to the Association.
Legal entities vote through their Chairman of the Board or one (1) person delegated to represent them. When this person’s chairman or representative role ends, a replacement shall be determined and notified to the Association within 15 (fifteen) days at the latest. The person exercising representative authority must meet the membership criteria specified for natural person members. For each legal entity, a maximum of three (3) natural persons acting on behalf of the institution—one being the primary representative—may benefit from the Association’s activities; however, the Board of Directors may decide to restrict this number. Of these three (3) persons, the primary representative must serve on the board of directors of the corporate member, while the other two must hold a senior executive position if they do not serve on the board. However, the above provision remains reserved regarding legal entity representation. From the moment they become members, legal entities have the right to feature their logos in the Association’s activities and website.
9.3. HONORARY MEMBER:
Honorary members are individuals who have made significant contributions to independent board initiatives in Turkey and in areas related to the Association’s purposes and service subjects. They are nominated by at least three (3) Board Members and elected unanimously by the Board of Directors. Honorary members do not have the right to be elected to governing bodies and are not obliged to pay the dues foreseen in the Association budget. Honorary members do not have voting rights.
ADMISSION TO MEMBERSHIP
ARTICLE 10: The procedures for membership in the Association are outlined below:
10.1. INDIVIDUAL MEMBERS
10.1.1. Natural persons wishing to become members of the Association submit a “Membership Application” form—signed by at least one existing Association member, stating acceptance of the Charter provisions and fulfillment of necessary qualifications—along with a copy of their identity card to the President of the Association.
10.1.2. The Board of Directors shall decide on the application by majority vote within a maximum of thirty (30) days from its receipt, either accepting or rejecting the request, and shall notify the applicant of the result in writing.
10.1.3. Upon acceptance of the candidate, their identity details are entered into the “Association Member Register.” The Entrance Fee and the required portion of the Annual Dues are collected.
10.1.4. If a natural person representative of a corporate member leaves their post within the corporate entity, or if corporate membership terminates, or if the representative changes, said natural person may become an individual member of the Association. Article 27.1 applies to such members.
10.2. CORPORATE MEMBERS
10.2.1. When legal entities apply for membership, a “Membership Application” form—signed by at least one Association member, declaring acceptance of the Charter and fulfillment of membership conditions—is submitted to the President of the Association along with a copy of the Board/Partner resolution or authorization document indicating the intent to join, authorized signatures circular, Trade Registry Gazette copy, and Identity Card Copy.
10.2.2. The Board of Directors shall decide on the application by majority vote within a maximum of thirty (30) days from receipt, either accepting or rejecting it, and shall notify the applicant entity in writing.
10.2.3. Upon acceptance, details are recorded in the “Association Member Register.” The Entrance Fee and required portion of the Annual Dues are collected.
10.3. HONORARY MEMBERS
For honorary membership candidates, the Board of Directors conducts research on their suitability and adopts a decision to invite them. Honorary membership becomes valid upon receiving the written acceptance declaration of the invited individual. The Board of Directors may accept a maximum of one (1) honorary member per year.
RESIGNATION FROM MEMBERSHIP
ARTICLE 11: Every member has the right to resign from the Association by submitting written notification. Resignation procedures are deemed finalized as soon as the resignation letter reaches the Board of Directors. Resignation does not release the member from accumulated debts to the Association, including the accrued annual dues for the year of resignation. A resigning member is removed from the registry and cannot claim any rights over Association assets.
EXPULSION FROM MEMBERSHIP
ARTICLE 12: Reasons for expulsion from Association membership are listed below:
12.1. Unexcused absence from two consecutive ordinary General Assembly meetings, failing to fulfill assigned tasks, and thereby displaying indifference toward the existence, goals, and services of the Association,
12.2. Loss of eligibility for association membership or acting contrary to Charter provisions and decisions of the General Assembly and Board of Directors,
12.3. Conducting unauthorized legal transactions on behalf of the Association, subjecting it to debts and obligations,
12.4. Engaging in actions and behaviors that hinder or obstruct the realization of the Association’s purpose,
12.5. Failure to pay annual dues within 6 months following a written warning sent to the notification address, telephone number, or email address registered with the Association after dues become past due,
12.6. Engaging in conduct that damages the honor and prestige of the Association.
If any of the above situations are determined, the Board of Directors may decide to expel the member. Expelled members are erased from the member registry and cannot claim rights over the Association’s assets.
ASSOCIATION BODIES
ARTICLE 13: The Association has five (5) bodies, three (3) mandatory and two (2) optional. The bodies of the Association are shown below:
MANDATORY BODIES
General Assembly
Board of Directors
Audit Board
OPTIONAL BODIES
Advisory Board
Secretariat General
In addition, the Board of Directors may establish commissions and working groups composed of members to work toward the objectives of the Association.
GENERAL ASSEMBLY
ARTICLE 14: The General Assembly is the highest authority of the Association and consists of registered members. The General Assembly convenes at the location where the Association is headquartered in the month of March: (i) every three years as an ordinary elective and financial general assembly, and (ii) every year as an ordinary financial general assembly. The General Assembly is convened by the Board of Directors.
Furthermore, the General Assembly convenes extraordinarily within thirty days when deemed necessary by the Board of Directors or Audit Board, or upon the written request of one-fifth of the Association’s members.
If the Board of Directors fails to call the General Assembly to a meeting, upon application by one of the members, the magistrate assigns three (3) members to convene the General Assembly.
CALL PROCEDURE FOR THE GENERAL ASSEMBLY
ARTICLE 15: Procedures to be applied in calling the General Assembly to a meeting are shown below:
15.1. The Board of Directors prepares the list of members entitled to participate in the General Assembly according to the Association Charter.
15.2. Members entitled to attend are called to the meeting at least fifteen (15) days in advance, stating the date, time, venue, and agenda, by announcement in a newspaper or by written/electronic mail notification. If a meeting cannot be held due to lack of quorum, the second meeting’s date, time, and location are also specified. The interval between the first and second meeting cannot be less than seven (7) days nor more than sixty days.
15.3. If the meeting is postponed for reasons other than lack of quorum, this situation is announced to members in accordance with the call procedure used for the first meeting, stating the reasons for postponement. The second meeting must be held within six months at the latest from the postponement date. Members are re-invited to the second meeting in accordance with the principles in paragraph 1.
A General Assembly meeting cannot be postponed more than once.
MEETING PROCEDURE FOR THE GENERAL ASSEMBLY
ARTICLE 16: Methods to be applied during General Assembly meetings are as follows:
16.1. The General Assembly convenes with a simple majority of members entitled to participate; for charter amendments or dissolution of the association, a two-thirds majority is required. If postponed due to lack of quorum, no quorum is sought at the second meeting. However, the number of members attending this second meeting cannot be less than twice the total number of members of the board of directors and audit board combined.
16.2. The list of eligible members is made available at the meeting venue. Official photo IDs of members entering the meeting room are checked by Board members or designated officials. Members enter by signing next to their names on the list prepared by the Board.
16.3. If quorum is met, it is recorded in a protocol, and the meeting is opened by the President or a designated Board member. If quorum is not met, a protocol is also drafted by the Board.
16.4. After the opening, a presiding council is formed by electing a council president, sufficient deputy presidents, and a secretary to manage the meeting.
16.5. In votes for electing association bodies, voting members must show ID to the council and sign opposite their names on the attendance list.
16.6. Managing the meeting and ensuring order is the responsibility of the council president.
16.7. Only agenda items are discussed at the General Assembly. However, topics requested in writing by one-tenth of present members must be added to the agenda.
16.8. Each member has one vote in the General Assembly; members must vote in person. Honorary members may attend General Assembly meetings but cannot vote. For corporate members, the Chairman or authorized representative votes.
16.9. Discussed matters and adopted resolutions are written in minutes signed by the council president and secretaries. At the end of the meeting, minutes and documents are delivered to the President of the Board of Directors. The President is responsible for safeguarding these documents and delivering them to the newly elected Board within seven days.
16.10. Decision quorum at the General Assembly is the simple majority of attendees. However, for decisions regarding Charter amendments or dissolution, specific quorums in the respective articles apply.
VOTING AND DECISION-MAKING PROCEDURES IN THE GENERAL ASSEMBLY
ARTICLE 17: Unless decided otherwise, elections for Board of Directors and Audit Board members are held by secret ballot, while decisions on other matters are taken by open vote. Secret votes are collected by placing papers or ballot slips stamped by the meeting president into an empty vessel, followed by an open count after voting concludes.
In open voting, the method specified by the General Assembly president is applied. General Assembly decisions are made by simple majority of attending members. However, charter amendments and dissolution decisions require a two-thirds majority of attending members.
DECISIONS TAKEN WITHOUT A MEETING OR CALL
ARTICLE 18: Decisions taken with the written participation of all members without coming together, as well as decisions taken by all members assembling without complying with call procedures in this charter, are valid. Deciding in this manner does not replace an ordinary meeting.
DUTIES AND POWERS OF THE GENERAL ASSEMBLY
ARTICLE 19: As the highest decision-making body, the General Assembly discusses and resolves the following matters:
19.1. Electing principal and alternate members of the Board of Directors and Audit Board,
19.2. Discussing and resolving the Board of Directors’ proposal regarding Charter amendments,
19.3. Reviewing reports of the board of directors and audit board, and releasing the Board of Directors from liability,
19.4. Reviewing the budget prepared by the Board, accepting it as is or as amended,
19.5. Authorizing the Board of Directors to purchase real estate necessary for the Association or to sell existing real estate,
19.6. Reviewing and approving (with or without amendments) regulations submitted by the Board of Directors,
19.7. Determining remuneration, allowances, travel expenses, and daily allowances for non-public-servant presidents and members of governing bodies, as well as daily allowances for members assigned to association services,
19.8. Deciding on joining or leaving a Federation,
19.9. Deciding on establishing a Foundation,
19.10. Deciding on dissolution of the Association and liquidation of its assets,
19.11. Fulfilling duties prescribed by laws or the Charter to be performed by the General Assembly,
19.12. Auditing other bodies of the Association and dismissing them for cause when necessary,
19.13. Deciding on timely appeals filed against Board decisions regarding expulsion from membership,
19.14. Exercising powers and handling matters not assigned to any other body, as the highest body of the Association,
19.15. Taking necessary decisions in line with Turkish laws and Charter provisions.
STRUCTURE OF THE BOARD OF DIRECTORS
ARTICLE 20: The Board of Directors consists of 7 principal and 5 alternate members elected from individual and corporate members for a maximum term of three (3) years. The 3-year term begins following the General Assembly meeting where elections are held.
Candidacy for the Board of Directors is submitted as a list (“Board Candidates List”); a candidate may only appear on one list. Board Candidate Lists are finalized and submitted to the Audit Board at least 30 (thirty) days prior to the General Assembly where elections will occur. After this date, changes to candidate lists cannot be made except for force majeure events (e.g., health issues, transfer, resignation, expulsion, job/city change). The existing Audit Board verifies whether candidates fulfill eligibility conditions. If unqualified candidate(s) are identified, this is immediately notified to the relevant list representative. Within (3) three business days of notice, the Candidate List must be resubmitted with qualified replacement candidates. Otherwise, the Candidate List becomes void automatically. Declared void lists cannot stand for election. Vacancies among principal members are filled by calling alternate members in order.
20.1. In its first meeting following election, the Board distributes duties by designating a president, vice president, secretary, treasurer, and member. Principal Board members elect a president from among themselves. The President of the Board may serve for a maximum of two (2) consecutive 3-year terms.
20.2. The Board may be called to meet at any time provided all members are notified. It convenes with one more than half of total members. Decisions require a simple majority of total attending members.
20.3. If a principal Board position becomes vacant due to resignation or other reasons, calling alternate members in order of votes received at the General Assembly is mandatory.
WORKING PRINCIPLES OF THE BOARD OF DIRECTORS
ARTICLE 21: The Board of Directors executes the following:
21.1. Convenes ordinarily at least 6 times a year, and holds extraordinary meetings when necessary.
21.2. Convenes with the presence of one more than half of its total membership. Decisions are taken by simple majority of attendees.
21.3. Meets and works upon the call of the President, following an agenda determined by the President in consultation with other Board members.
DUTIES AND POWERS OF THE BOARD OF DIRECTORS
ARTICLE 22: The Board of Directors carries out the following duties:
22.1. Representing the Association or authorizing one or more members for this purpose,
22.2. Conducting transactions for income/expense accounts and preparing future period budgets for General Assembly approval,
22.3. Purchasing real estate, selling movable/immovable assets, constructing buildings/facilities, executing lease agreements, establishing pledges, mortgages, or rights in rem in favor of the Association per General Assembly authorization,
22.4. Opening representative offices where deemed necessary,
22.5. Deciding on membership admissions or expulsions,
22.6. Taking and executing all decisions to achieve the Association’s purpose,
22.7. Exercising powers and performing duties granted by legislation,
22.8. Adopting decisions that enhance activities suited to Association goals under Turkish laws and Charter provisions,
22.9. Preparing the previous period activity report, balance sheet, and income-expense statements, presenting them to the General Assembly,
22.10. Preparing work programs, annual budget regulations, and income-expense charts for General Assembly review and implementation,
22.11. Determining the date, time, location, and agenda of General Assembly meetings and notifying members,
22.12. Establishing committees for management/service topics and acting upon their reports,
22.13. Appointing and, when necessary, terminating staff and consultants to manage Association operations,
22.14. Deciding to establish partnerships, commercial enterprises, foundations, or relief funds (or join existing ones) provided no benefit accrues to Board members or Association members and revenues are allocated solely to Association objectives, submitting such decisions to the General Assembly for approval,
22.15. Conducting studies on Charter amendments and regulation drafting/amendments, submitting proposals to the General Assembly,
22.16. Communicating and implementing General Assembly decisions to members and relevant parties,
22.17. Taking delivery of Association assets and balance sheet from the outgoing Board and handing them over to the incoming Board,
22.18. Determining entrance fees and annual membership dues applicable to individual and corporate members.
AUDIT BOARD
ARTICLE 23: The Audit Board is elected by the General Assembly as three principal and three alternate members. If a vacancy occurs among principal members due to resignation or other reasons, calling alternate members in order of General Assembly vote rank is mandatory.
DUTIES AND POWERS OF THE AUDIT BOARD
The Audit Board audits whether the Association acts in line with purposes and work topics set out in its Charter, and whether books, accounts, and records are maintained according to legislation and Charter principles at intervals not exceeding one year. It reports audit results to the Board of Directors and to the General Assembly when convened.
The Audit Board calls the General Assembly to extraordinary meetings when necessary.
The Association is open to all types of audits, and the Audit Board is responsible for fulfilling internal audit duties.
23.1. The Audit Board elects a Chairman and a Spokesperson in its first meeting within six (6) days of election.
23.2. The Audit Board convenes at Headquarters at least once every twelve (12) months. Meeting and decision quorum is two (2).
23.3. The Audit Board is authorized and responsible for reporting audit results, wishes, and recommendations concerning budget, accounts, and records to the Board of Directors; attending Board meetings where work programs and annual budget regulations are discussed; and submitting a formal report on previous period operations, balance sheets, and financial statements to the General Assembly.
23.4. Internal audit is fundamental. Audits may be performed by the General Assembly, Board of Directors, or Audit Board, as well as independent audit firms. Audits conducted by other bodies or independent firms do not remove the Audit Board’s statutory obligations. The Audit Board inspects operations at least once a year and presents findings to the Board and General Assembly.
ADVISORY BOARD
ARTICLE 24: Advisory Board members are appointed by the Board of Directors—considering Founding Member recommendations—from among Founding Members and past Board members, up to a maximum of 7 persons. All past Presidents of the Association are natural members of this Board. Following its formation, the Advisory Board convenes 2 (two) times a year under the leadership of a Chairman elected from among themselves.
Board members serve for 3-year terms, up to a maximum of two (2) consecutive terms. The Board holds its first meeting on the date, place, and time arranged by the Secretariat General upon receiving acceptance notes within 7 (seven) days of invitation.
The Advisory Board Chairman is elected by Board members during the first meeting. Decisions taken during meetings convened by the Chairman serve as recommendations to the Association’s Board of Directors. The Secretary General serves as rapporteur and coordinates Advisory Board decisions and activities with the Board of Directors and members.
When deemed necessary, the Board may invite the current President, Board members, Association members, or external experts to meetings to receive their advice.
DUTIES AND POWERS OF THE ADVISORY BOARD
Duties and powers of the Advisory Board are outlined below:
24.1. Preparing draft proposals and programs concerning activities aligned with Association goals and services, making recommendations to the Board of Directors,
24.2. Conducting activities to enhance public reputation regarding Association and Independent Board initiatives, making recommendations,
24.3. Stating views regarding projects, changes, and designs concerning Association operations and facilities,
24.4. Expressing opinions on other requests and wishes of the Board of Directors and General Assembly.
SECRETARIAT GENERAL
ARTICLE 25: An optional body appointed by the Board of Directors, tasked with official correspondence with third parties, communication with members, relations with official bodies, and other tasks assigned by the Board. The Secretary General may be selected from among members or hired as a non-member third party. Candidates must hold a university degree and be fluent in at least one foreign language.
COMMON PROVISIONS REGARDING BODIES
ARTICLE 26: Members of the Board of Directors and Audit Board who miss three (3) consecutive meetings without excuse, or miss more than half of the meetings held in a working period even with an excuse, shall be deemed to have resigned from their board.
When a member leaves a board for any reason, alternate members are called in order. If an alternate member resigns upon being called, the next alternate member in line is invited.
FINANCIAL RESOURCES OF THE ASSOCIATION
ARTICLE 27: The Association’s revenues consist of the following:
27.1. Entrance Fee (Registration Fee): A one-off fee foreseen in the working period budget for newly admitted members. Entrance fee amounts are set separately for individual and corporate members by the Board. If a natural person under Article 10.1.4 applies for individual membership upon leaving a representative position (proven with concrete evidence), they shall pay 10% of the entrance fee, provided no more than one full year has passed since their corporate entity joined the Association. If an individual member leaves individual membership to enroll a non-member corporate entity as a representative, the corporate applicant pays 10% of the entrance fee.
27.2. Annual Dues: Mandatory dues foreseen in the budget for each working period and paid throughout membership duration, determined separately for individual and corporate members by the Board. Annual dues for the joining year are paid with the Entrance Fee. The Board may reduce annual dues for members joining mid-year based on remaining months. Existing members must pay full annual dues by the end of March of the respective year. To participate in the General Assembly, all past-due fees and dues must be fully paid.
27.3. Income from commercial enterprises,
27.4. Domestic and international donations and grants,
27.5. Revenue from training, working activities, and social facility operations,
27.6. Funds collected pursuant to the Law on Collection of Aid,
27.7. Income generated from all activities compatible with the Association’s purpose,
27.8. Other income.
BOOKS OF THE ASSOCIATION
ARTICLE 28: Bookkeeping principles, registration, required books, and certification rules are as follows:
28.1. BOOKKEEPING PRINCIPLE:
The Association keeps books on a balance sheet basis. If switching to a balance sheet basis occurs and financial thresholds fall below prescribed limits for two consecutive accounting periods, operating account principles may be resumed starting the following year. Commercial enterprises of the Association maintain books in accordance with Tax Procedural Law provisions.
28.2. REGISTRATION METHOD:
Books and records are kept according to principles in the Regulation on Associations.
28.3. REQUIRED BOOKS:
The following notary-certified books are maintained:
28.3.1. Decision Book: Board resolutions are entered in chronological order with date and number, signed by participating members.
28.3.2. Member Register: Personal details, admission, and exit dates of members are recorded. Paid entrance and annual dues may also be recorded.
28.3.3. Documents Register: Incoming and outgoing documents are recorded with date and sequence numbers. Originals of incoming documents and copies of outgoing documents are filed. Electronic communications are printed and archived.
28.3.4. Fixed Assets Register: Acquisition dates, methods, usage locations, and write-offs of fixed assets are recorded.
28.3.5. Balance Sheet Books: Journal, Ledger, and Inventory Book. Keeping these books follows Tax Procedural Law and Accounting System Application General Communiqués.
28.3.6. Receipt Document Register: Serial numbers of receipt documents, names/signatures of issuers and returners, and issue/return dates are recorded.
The Association also keeps other books mandated by the Law on Associations and relevant regulations. Keeping non-mandatory books remains at the discretion of the Board.
28.4. CERTIFICATION OF BOOKS:
Mandatory books must be certified by a notary or provincial associations directorate before use. Books are used until pages are exhausted without interim certification. However, balance sheet books or continuous form pages must be re-certified annually in the month preceding the new accounting year.
PREPARATION OF INCOME STATEMENT AND BALANCE SHEET
ARTICLE 29: Books are kept on a balance sheet basis. At year-end (December 31), balance sheets and income statements are prepared following Accounting System Application General Communiqués issued by the Ministry of Finance.
INCOME AND EXPENSE TRANSACTIONS
ARTICLE 30: Income and expense documentation:
30.1. Association income is collected via “Receipt Certificates.” For bank collections, bank receipts or account statements serve as official receipt certificates.
30.2. Expenses are made using invoices, retail receipts, or self-employed receipts. Expenses under Article 94 of the Income Tax Law use expense vouchers; non-covered payments use “Expense Receipts.”
30.3. Gratuitous goods/services provided to third parties use an “In-Kind Aid Delivery Certificate.” Gratuitous goods/services received use an “In-Kind Donation Receipt.”
RECEIPT CERTIFICATES
ARTICLE 31: Receipt Certificates used for collecting income are printed at a printing house by Board decision. Printing, control, inventory receipt, registration, handover between treasurers, and usage of receipts follow the Regulation on Associations.
AUTHORIZATION CERTIFICATE
ARTICLE 32: Persons collecting income on behalf of the Association are designated by Board decision specifying authorization duration. “Authorization Certificates” containing full identity, signature, and photo are issued in three copies and approved by the Board President. Copies are submitted to local association units. Changes are notified within fifteen (15) days. Collection of funds can only begin after submitting certificates to authorities.
RETENTION PERIOD OF INCOME AND EXPENSE DOCUMENTS
ARTICLE 33: Receipt certificates, expense vouchers, and other documents (excluding books) are retained for 5 years in chronological order according to book records, subject to special statutory retention periods.
SUBMISSION OF DECLARATIONS
ARTICLE 34: The “Association Declaration” covering previous year activities, income, and expenses is completed by the Board and submitted by the President to the highest local civil authority within the first four months of each calendar year.
NOTIFICATION OBLIGATIONS
ARTICLE 35: Notifications to local civil administrative authorities:
35.1. GENERAL ASSEMBLY RESULT NOTIFICATION
Within thirty days following ordinary or extraordinary General Assembly meetings, the “General Assembly Result Notification” listing elected principal and alternate members is submitted to local authorities by the President, attaching:
35.1.1. Signed copy of General Assembly meeting minutes,
35.1.2. If charter amendments were made, old/new wording of amended articles and the complete updated Charter signed on every page by the Board.
35.2. NOTIFICATION OF REAL ESTATE
Acquired real estate properties are notified to local civil authorities within thirty days of title deed registration using the “Real Property Declaration.”
35.3. NOTIFICATION OF FOREIGN AID
Before receiving aid from abroad, the “Notification of Receiving Foreign Aid” form is filled in two copies and submitted to local authorities, attaching Board resolutions, agreements/protocols, and bank transaction receipts. Cash aid must be received via banks and notified prior to usage.
35.4. NOTIFICATION REGARDING JOINT PROJECTS WITH PUBLIC BODIES
Protocols and project documentation for joint projects conducted with public entities are attached to a “Project Notification” and submitted to the Governor’s Office within one month of signing.
35.5. NOTIFICATION OF CHANGES
Address changes are submitted via “Address Change Notification”; changes in governing bodies outside General Assembly meetings are submitted via “Notification of Changes in Association Bodies” within forty-five days following the change.
Charter amendments are notified within thirty days following the General Assembly meeting as an annex to the General Assembly Result Notification.
INTERNAL AUDITING OF THE ASSOCIATION
ARTICLE 36: Internal audits may be conducted by the General Assembly, Board of Directors, or Audit Board, or outsourced to independent audit firms. External or internal reviews do not eliminate the Audit Board’s statutory obligations. The Audit Board inspects the Association at least once a year.
BORROWING PROCEDURES OF THE ASSOCIATION
ARTICLE 37: The Association may borrow funds by Board decision to achieve its goals and sustain operations. Borrowing may occur via credit purchases or cash loans. However, borrowing cannot exceed income capacity or induce financial distress.
WORKING PERIOD AND BUDGET
ARTICLE 38: The working period starts on January 1 and ends on December 31. The budget consists of Annual Budget Regulations and Income/Expense Schedules. Regulations define spending authorities, income collection procedures, expense vouchers, cash limits, and budget transfer powers.
AMENDMENT OF THE CHARTER
ARTICLE 39: Charter amendments require a General Assembly resolution. A 2/3 majority of eligible members is required to convene for charter amendments. If postponed due to lack of quorum, qualified quorum is not sought at the second meeting; however, attending members cannot be fewer than twice the total number of Board and Audit Board members.
The decision quorum for charter amendments is 2/3 of attending eligible votes. Voting is conducted openly. Proposed amendments must be sent to members at least ten (10) days in advance to be discussed.
DISSOLUTION OF THE ASSOCIATION AND LIQUIDATION OF ASSETS
ARTICLE 39 (bis):
39.1. DISSOLUTION OF THE ASSOCIATION
The General Assembly may decide to dissolve the Association at any time. A 2/3 attendance quorum of eligible members is required. If postponed, quorum is not sought at the second meeting, but attendees must equal at least twice the combined membership of the Board and Audit Board.
Dissolution decisions require a 2/3 majority vote of present eligible members. Voting is conducted openly. Liquidation follows Article 89 of the Regulation on Associations, executed by a Liquidation Board formed from the last Board of Directors. Remaining assets are transferred to the institution designated by the General Assembly. Liquidation records are submitted to local authorities within one week of completion.
39.2. LIQUIDATION PROCEDURES
Upon dissolution, liquidation of money, property, and rights is carried out by the Liquidation Board composed of the last Board of Directors. Transactions begin upon the General Assembly dissolution resolution or finalization of automatic termination. During liquidation, the phrase “Members of the Board of Directors Association in Liquidation” is used in all official matters.
The Liquidation Board examines accounts, identifies assets/liabilities via protocols, calls creditors, converts assets into cash, pays debts, and collects receivables. Remaining assets are transferred to the designated entity. If none was specified, assets transfer to the association in the same province with the closest purpose and largest membership base at dissolution date.
Liquidation procedures are recorded in a protocol and completed within three months (unless extended by civil authorities for cause). Within seven days of completion, notification and protocols must be submitted to local civil administrative authorities.
Members of the final Board of Directors retain books and records as the Liquidation Board (or delegate this to one member) for a retention period of five years.
LACK OF PROVISIONS
ARTICLE 40: For matters not covered in this Charter, provisions of the Law on Associations, Turkish Civil Code, Regulation on Associations, and related legislation apply.
FOUNDERS OF THE ASSOCIATION
ARTICLE 41: The temporary Board of Directors and Audit Board members serving until elections are held at the first General Assembly meeting are listed below:
BOARD OF DIRECTORS
Member: Atıl Pekşen
Member: Ümit Hergüner
Member: Didem Çerçi
Member: Mehmet Sami
Member: Hüseyin Öztürk
Member: Mustafa Özgen Özkan
Member: Haluk Alacaklıoğlu
Alternate Member: Burhan Karahan
Alternate Member: Osman Şahit Kanuni
Alternate Member: Şahin Tulga
AUDIT BOARD
Member: Vefa Reşat Moral
Member: Feti Kuyucu
Member: Botan Berker
Alternate Member: Hüseyin Kuru