Other Provisions

Within thirty days following the ordinary or extraordinary general assembly meetings, a “General Assembly Outcome Notification” (including the elected regular and substitute members of the board of directors, board of auditors, and other organs as specified in Appendix-3 of the Regulation on Associations) is submitted to the local administrative authority. In case of an amendment to the bylaws during the general assembly meeting, the minutes of the general assembly meeting, the old and new versions of the amended articles of the bylaws, and the final version of the association bylaws signed on each page by the majority of the board of directors are submitted to the local administrative authority within the period specified in this paragraph.

Declaration of Immovables

The immovables acquired by the association are reported to the local administrative authority within thirty days from the registration in the land registry by completing the “Declaration of Immovable Property” (presented in Appendix-26 of the Regulation on Associations).

Notification of Receiving Aid from Abroad

If the association intends to receive assistance from abroad, the “Notification of Receiving Aid from Abroad” (specified in Appendix-4 of the Regulation on Associations) is completed and notified to the local administrative authority before receiving the aid.

Cash donations must be received through banks and the notification requirement must be fulfilled before their use.

Notification of Changes

In the event of a change in the association’s place of residence, the “Notification of Change of Place of Residence” (specified in Appendix-24 of the Regulation on Associations) is completed and submitted to the local administrative authority within thirty days following the change. Changes occurring in the association’s organs other than the general assembly meetings are reported to the local administrative authority within thirty days following the change by completing the “Notification of Changes in Association Organs” (specified in Appendix-25 of the Regulation on Associations).

Changes made in the association bylaws are also reported to the local administrative authority as an attachment to the general assembly outcome notification within thirty days following the general assembly meeting where the bylaws amendment was made.

Opening of Representations

Article 17 – The association may open representations by a decision of the board of directors in places it deems necessary to carry out association activities. The address of the representation is communicated in writing to the local administrative authority of that place by the person or persons appointed as representatives by the decision of the board of directors. The representation is not represented at the general assembly of the association.

Internal Audit of the Association

Article 18 – The association may conduct internal audits by the general assembly, the board of directors, or the board of auditors, or may have audits conducted by independent auditing firms. The performance of audits by the general assembly, the board of directors, or independent auditing firms does not relieve the board of auditors of its obligations.

The board of auditors performs the audit of the association at least once a year. The general assembly or the board of directors may also conduct audits or have audits conducted by independent auditing firms when deemed necessary.

Borrowing Procedures of the Association

Article 19 – The association may borrow funds by a decision of the board of directors if it is necessary to achieve its purpose and carry out its activities. This borrowing may be in the form of credit purchases of goods and services or in cash. However, such borrowing cannot be made in amounts that cannot be covered by the association’s sources of income and that would cause financial difficulties for the association.

Amendment of the Bylaws

Article 20 – Amendments to the bylaws can be made by a decision of the general assembly.

In order to make amendments to the bylaws at the general assembly, a majority of 2/3 of the members entitled to attend the general assembly is required. If the quorum cannot be achieved, there is no requirement for a quorum at the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the board of directors and the board of auditors.

The required majority for amending the bylaws is 2/3 of the votes of the members present and entitled to vote at the meeting. The voting for the amendment of the bylaws is conducted openly at the general assembly.

Dissolution of the Association and Liquidation Procedure

Article 21 – The general assembly may decide to dissolve the association at any time.

In order to discuss the dissolution matter at the general assembly, a majority of 2/3 of the members entitled to attend the general assembly is required. If the quorum cannot be achieved, there is no requirement for a quorum at the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the board of directors and the board of auditors.

The required majority for the dissolution decision is 2/3 of the votes of the members present and entitled to vote at the meeting. The voting for the dissolution decision is conducted openly at the general assembly.

Liquidation Procedures

When a decision to dissolve the association is made by the general assembly, the liquidation of the association’s funds, assets, and rights is carried out by a liquidation committee composed of the members of the last board of directors. These procedures begin from the date the general assembly decision on dissolution is taken or from the date of automatic termination. Throughout the liquidation period, the designation “Tasfiye Halinde Gülümse Çocuk, Çocukları Koruma Sosyal Kültürel Yardımlaşma Derneği” (Smiling Child in Liquidation, Association for the Protection, Social and Cultural Support of Children) is used in all transactions on behalf of the association.

The liquidation committee is responsible and authorized to complete the liquidation procedures of the association’s funds, assets, and rights in compliance with the legislation. First, this committee examines the accounts of the association. During the examination, the association’s books, receipts, expense documents, title deeds, bank records, and other documents are determined, and the assets and liabilities are recorded in a report. During the liquidation process, creditors of the association are called upon, and if applicable, the assets are converted into cash and paid to the creditors. If the association is a creditor, its receivables are collected. After the collection of receivables and the payment of debts, all remaining funds, assets, and rights are transferred to the designated location determined by the general assembly. If no location is specified in the general assembly, they are transferred to the association in the same province that is closest to the purpose of the dissolved association and has the highest number of members.

All transactions related to liquidation are documented in a liquidation report, and the liquidation procedures are completed within three months, except for additional periods granted by the local administrative authorities based on a justifiable reason.

After the completion of the liquidation and transfer procedures of the association’s funds, assets, and rights, the liquidation committee is obliged to notify the local administrative authority where the headquarters of the association is located within seven days by submitting a written notification along with the liquidation report.

The last members of the board of directors, in their capacity as the liquidation committee, are responsible for preserving the books and documents of the association. This duty can also be assigned to a member of the board of directors. The retention period for these books and documents is five years.

Lack of Provisions

Article 22: In matters not specified in this bylaw, the provisions of the Associations Law, Turkish Civil Code, Associations Regulation issued with reference to these laws, and other relevant legislation regarding associations shall apply.

Temporary Article 1: Until the association’s organs are established in the first general assembly, the temporary board of directors, listed below, shall represent the association and carry out all matters and transactions related to the association.

Members of the Board of Directors are: