Article 6 – Association Organs and Orientations
1-General Assembly,
2-Board of Directors,
3-Audit Committee,
Establishment, Meeting Time, and Calling and Meeting Procedure of the Association General Assembly
Article 7 – The General Assembly is the highest decision-making body of the association and consists of registered members of the association. The General Assembly:
1-Meets regularly at the specified time in this bylaw,
2-Is called for an extraordinary meeting by the Board of Directors when necessary or upon a written application by one-fifth of the association members. If the Board of Directors fails to call the General Assembly for a meeting, the conciliation judge assigns three members to call the General Assembly upon the application of a member.
The regular general assembly meets once every 2 years (TWO), in the month of January, on a day, place, and time determined by the Board of Directors.
Call Procedure:
The Board of Directors prepares a list of members entitled to participate in the general assembly according to the association bylaws. Members entitled to attend the general assembly shall be notified at least fifteen days in advance by announcing the date, time, place, and agenda of the meeting in at least one newspaper or on the association’s website, by written notification, by sending a message to the member’s provided email address or contact number, or by using local media. In this announcement, if the meeting cannot be held due to failure to achieve a quorum, the date, time, and place of the second meeting are also specified. The period between the first and second meetings cannot be less than seven days or more than sixty days.
If the meeting is postponed for reasons other than the failure to achieve a quorum, this situation is announced to the members in accordance with the calling procedure for the first meeting, indicating the reasons for the postponement. The second meeting must be held within a maximum of six months from the date of postponement. Members are re-invited to the second meeting in accordance with the principles specified in the first paragraph. The general assembly meeting cannot be postponed more than once.
Meeting Procedure:
The General Assembly is convened with the participation of a simple majority of members entitled to attend, and for amendments to the bylaws and the dissolution of the association, with the participation of two-thirds of the members; if a quorum cannot be achieved, a quorum is not required for 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 Audit Committee.
The list of members entitled to attend the general assembly is kept available at the meeting venue. The official identification documents of the members entering the meeting venue are checked by the members of the Board of Directors or officials designated by the Board of Directors. Members enter the meeting venue by signing their names next to their names on the list prepared by the Board of Directors.
If the quorum is reached, the situation is recorded in a minutes, and the meeting is opened by the chairman of the Board of Directors or one of the members of the Board of Directors delegated for this task. If the quorum for the meeting cannot be achieved, a minutes shall be prepared by the Board of Directors.
After the opening, a chairperson and an adequate number of vice-chairpersons and a secretary are elected to form the presiding committee to manage the meeting.
The identification of the members casting their votes is mandatory in the elections for the organs of the association, and they must show their identification documents to the presiding committee and sign their names next to their names on the attendance list.
The management and security of the meeting are the responsibility of the presiding chairman
Article 6 – Association Organs and Orientations
1- General Assembly,
2- Board of Directors,
3- Audit Committee,
Establishment, Meeting Time, and Calling and Meeting Procedure of the Association General Assembly
Article 7 – The General Assembly is the highest decision-making body of the association and consists of registered members of the association. The General Assembly:
1- Meets regularly at the specified time in this bylaw,
2- Is called for an extraordinary meeting by the Board of Directors when necessary or upon a written application by one-fifth of the association members. If the Board of Directors fails to call the General Assembly for a meeting, the conciliation judge assigns three members to call the General Assembly upon the application of a member.
The regular general assembly meets once every 2 years (TWO), in the month of January, on a day, place, and time determined by the Board of Directors.
Call Procedure:
The Board of Directors prepares a list of members entitled to participate in the general assembly according to the association bylaws. Members entitled to attend the general assembly shall be notified at least fifteen days in advance by announcing the date, time, place, and agenda of the meeting in at least one newspaper or on the association’s website, by written notification, by sending a message to the member’s provided email address or contact number, or by using local media. In this announcement, if the meeting cannot be held due to a failure to achieve a quorum, the date, time, and place of the second meeting are also specified. The period between the first and second meetings cannot be less than seven days or more than sixty days.
If the meeting is postponed for reasons other than the failure to achieve a quorum, this situation is announced to the members in accordance with the calling procedure for the first meeting, indicating the reasons for the postponement. The second meeting must be held within a maximum of six months from the date of postponement. Members are re-invited to the second meeting following the principles specified in the first paragraph. The general assembly meeting cannot be postponed more than once.
Meeting Procedure:
The General Assembly is convened with the participation of a simple majority of members entitled to attend, and for amendments to the bylaws and the dissolution of the association, with the participation of two-thirds of the members; if a quorum cannot be achieved, a quorum is not required for 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 Audit Committee.
The list of members entitled to attend the general assembly is kept available at the meeting venue. The official identification documents of the members entering the meeting venue are checked by the members of the Board of Directors or officials designated by the Board of Directors. Members enter the meeting venue by signing their names next to their names on the list prepared by the Board of Directors.
If the quorum is reached, the situation is recorded in minutes, and the meeting is opened by the chairman of the Board of Directors or one of the members of the Board of Directors delegated for this task. If the quorum for the meeting cannot be achieved, minutes shall be prepared by the Board of Directors.
After the opening, a chairperson and an adequate number of vice-chairpersons and a secretary are elected to form the presiding committee to manage the meeting.
The identification of the members casting their votes is mandatory in the elections for the organs of the association, and they must show their identification documents to the presiding committee and sign their names next to their names on the attendance list.
The management and security of the meeting are the responsibility of the presiding chairman.
Translation to English:
“At the general assembly, only the items on the agenda are discussed. However, it is mandatory to include in the agenda the topics requested in writing by one-tenth of the members present at the meeting for discussion.
Each member has one voting right at the general assembly, and the member must personally use their vote. Honorary members can attend general assembly meetings but cannot vote. In the case of a legal entity being a member, the chairman of the board of directors of the legal entity or the person appointed by delegation will cast the vote.
The topics discussed and the decisions taken at the meeting are written in a minutes and signed jointly by the chairman of the meeting and the secretaries. At the end of the meeting, the minutes and other documents are handed over to the chairman of the board of directors. The chairman of the board of directors is responsible for the preservation of these documents and for delivering them to the newly elected board of directors within seven days.
Voting and Decision-Making Procedures of the General Assembly
Article 8 – Unless otherwise decided, voting at the general assembly is done openly. In open voting, the method indicated by the chairman of the general assembly is applied.
If a secret ballot is to be held, sealed papers or ballot papers, after being filled in by the members, are put into an empty container, and after the voting is completed, the result is determined by an open count.
Decisions of the general assembly are made by a simple majority of the members present at the meeting. However, amendments to the bylaws and decisions on the dissolution of the association can only be made by a two-thirds majority of the members present at the meeting.
Decisions Taken without a Meeting or without a Call*
Decisions taken with the written participation of all members or decisions taken by the entire members of the association without complying with the call procedure specified in these bylaws are valid. However, such decision-making does not replace regular meetings.
Duties and Powers of the General Assembly
Article 9 – The following matters are discussed and decided by the general assembly:
- Election of the association’s organs,
- Amendment of the association’s bylaws,
- Discussion of the reports of the management and supervisory boards and approval of the management board,
- Discussion and approval of the budget prepared by the management board, either as it is or with modifications,
- Authorization of the management board for the purchase of immovable properties necessary for the association or the sale of existing immovable properties,
- Reviewing and approving the regulations prepared by the management board regarding the activities of the association, either as they are or with modifications,
- Determining the salaries, allowances, expenses, and per diems to be given to the non-public officials serving as the president and members of the association’s management and supervisory boards, as well as the daily allowances and travel expenses for the members assigned for association services,
- Deciding on the association’s participation in or withdrawal from a federation,
- Deciding on the association’s international activities, membership in foreign associations and organizations, or withdrawal from them,
- Establishment of foundations by the association,
- Dissolution of the association,
- Reviewing and deciding on other proposals of the management board,
- Fulfilling other duties specified by the legislation that are required to be performed by the general assembly.
The general assembly supervises the other organs of the association and can dismiss them for justifiable reasons at any time.
The general assembly makes the final decision regarding membership acceptance and termination. It acts as the most authoritative organ of the association and performs tasks and exercises powers not granted to any other organ of the association.
Formation, Duties, and Powers of the Management Board
Article 10 – The Board of Directors is elected by the general assembly as (5) five principal members and (5) five substitute members.
After the election, the board of directors determines the distribution of duties by a decision at its first meeting, appointing a president, vice president, secretary, treasurer, and members.
In the event of a vacancy in the position of a principal member of the board of directors due to resignation or other reasons, the substitute members must be called to duty according to the order of votes received in the general assembly.
Duties and Powers of the Board of Directors
The board of directors performs the following tasks:
- Representing the association or granting authorization to one or more of its members in this regard,
- Conducting financial transactions related to income and expenses and preparing the budget for the next period to be presented to the general assembly,
- Preparing regulations related to the association’s activities and submitting them for approval to the general assembly,
- Acquiring immovable property and selling movable and immovable assets of the association, constructing buildings or facilities, making lease agreements, establishing mortgage or any other encumbrances in favor of the association based on the authority granted by the general assembly,
- Establishing representative offices in necessary locations,
- Implementing decisions taken by the general assembly,
- Preparing the operating account statement, balance sheet, income statement, and a report explaining the activities of the board of directors at the end of each fiscal year to be presented to the general assembly when it convenes,
- Ensuring the implementation of the budget,
- Making decisions regarding the admission and expulsion of members from the association,
- Making and implementing all kinds of decisions necessary to achieve the objectives of the association,
- Carrying out other duties and exercising powers granted by the legislation.
Composition, Duties, and Powers of the Supervisory Board
Article 11 – The supervisory board is elected by the general assembly as (3) three principal members and (3) three substitute members.
In the event of a vacancy in the position of a principal member of the supervisory board due to resignation or other reasons, the substitute members must be called to duty according to the order of votes received in the general assembly.
Duties and Powers of the Supervisory Board
The supervisory board examines whether the association operates in line with the objectives stated in its bylaws and the working subjects specified for achieving those objectives, whether the books, accounts, and records are kept in compliance with the legislation and the association’s bylaws, and it conducts periodic audits, not exceeding one year, in accordance with the principles and procedures determined in the association’s bylaws. The results of the audits are presented to the board of directors in the form of a report and are also submitted to the general assembly when it convenes.
The supervisory board may request the calling of a general assembly meeting if deemed necessary.
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