Statutes of TÜBİSAD
Article 1. Name and head office:
The name of the association is “BİLİŞİM SANAYİCİLERİ DERNEĞİ” (Turkish Informatics Industry Association). Its abbreviation is “TÜBİSAD”. The association is based in Istanbul.
Article 2. Purpose and field of operations:
TÜBİSAD is a sector-specific association representing the informatics sector (the sector that consists of companies operating in the fields of information and communication technologies, office machinery products, production, sales, marketing and service of hardware and software, telecommunication services and new media).
TÜBİSAD aims to promote the growth of the Turkish information industry via the development of the agents of the industry and the improvement of the sector in terms of sales, added value, profitability, employment and exports and to draw the attention of the public to the privileged role played by the information industry in the development of Turkey.
TÜBİSAD aims to be a reliable information center for the industry.
TÜBİSAD aims to produce national projects that will contribute to the e-transformation of the Turkish state, private sector and civil society.
The association shall supervise the compliance of its members with the rules and principles of deontology and set professional standards and maintain them.
The association shall conduct activities to pursue its purpose and may particularly:
- conduct and publish market research relating to the informatics industry, set an industry index and promote it;
- organize competitions in the domains of contribution to the informatics industry, sector and company performance and innovation within the information industry and give prizes;
- create, develop and publish an information skills inventory for Turkey;
- conduct promotional and informative activities and conscience raising activities regarding Internet security, Internet ethics and safe Internet;
- organize educational and promotional activities to let small and medium sized businesses benefit from better information services, draw attention to the contribution of the information industry to innovation and competitive power;
- organize project competitions in view of contributing to the creation of new small and medium sized businesses in the informatics industry likely to contribute to the development of the Turkish informatics industry, encourage entrepreneurship, develop seed capital and venture capital;
- issue quality certificates to real person or legal entity producers, distributors or sellers who protect consumers in hardware, software, training and problem solving services, clearly exhibit their sales and service conditions, make an effort to protect software copyrights and make significant contributions to the development of the information industry;
C) Particular field of activities
To pursue its purposes, the association may:
- Conduct promotional and educational activities to widen and develop the field of operations of its members, make use of any means of communication for that purpose, organize courses, conferences and seminars;
- Organize and execute training on operations in the information sector, conduct activities for the training of related technical personnel, organize trips within Turkey or abroad for its members for technical training and observation purposes;
- Be in constant cooperation and communication with related domestic and foreign institutions on matters relating to technology transfer, know-how and license requirements to assist its members in such matters;
- Conduct research in Turkey to assist public institutions on matters included in its field of operations and issue reports upon request;
- Join institutions representing the European and World Information Industry having similar purposes with the association, conduct joint operations with such institutions on specific projects or exchange assistance with such institutions, conduct international activities;
- Contribute to the creation of successful individuals by bringing pecuniary and moral assistance to promising students with poor financial resources; organize fundraising activities for conscience raising purposes about the importance of the information technologies in education;
- Purchase any kind of movable or immovable assets, fixtures and installations for the fulfillment of the purposes of the association;
- Create and run economic, commercial and industrial businesses in order create revenues for the fulfillment of the purposes of the association;
- Create foundations if deemed necessary for the fulfillment of the purposes of the association, set up facilities subject to permission from the authorities;
- Conduct joint projects with public institutions in their respective field of activity if deemed necessary for the fulfillment of the purposes of the association, provisions of Law no. 5072 on the Relations between Associations and Foundations with Public Institutions being reserved;
- Join other associations acting in the same field of activities to create federations or confederations;
- Create platforms with other associations or foundations, trade unions or similar non- governmental organizations for the fulfillment of common purposes provided that such activities are not prohibited by law and lie within the scope of activities of the association.
Article 3. Members:
There are two types of members.
a) Permanent members
b) Honorary members
c) Participant members
a) Permanent members: Real persons or legal entities can be admitted to the association as permanent members if they apply for membership and satisfy the conditions set for membership in the present statutes. They shall be admitted if they agree to abide by the rules of the present statutes and are approved by the board of directors. Each permanent member is entitled to participate in the activities and management of the association and has one vote in the general assembly. Members must exercise their voting right in person. In the case of legal entity members, the chairman of the board of directors of the legal entity in question or another person appointed by the chairman by proxy shall exercise the voting right. When the term of the chairman of the member legal entity or his proxy comes to an end, another person shall be determined to represent the legal entity member.
b) Honorary members : Those persons who are known to be close to the association and whose membership is considered an asset and a source of prestige for the association can be admitted as honorary members by the board of directors. Honorary members have no voting rights. They may speak in meetings remaining within the limits of wishes and suggestions. They can benefit from all of the material means of the association. They may pay contributions if they want to do so.
c) Participant members: Those persons who are known to be close to the association’s field of activities, liaison offices of foreign countries in Turkey, end user enterprise participated in association study groups and liaison offices, consultancy inspection companies that do not have main business as communication technologies but provide support services or related to information and communication technologies. Those members have no voting rights as permanent members. They may benefit from all of the materials means of association, participate all association’s activities (including Board of Director’s meetings) and play a role in all activities. Participant members pay contribution dues determined by Board of Directors.
Article 4. Eligibility for membership:
1. Legal entities having a purpose or conducting activities within the definition in Article 2 and real persons having a position in such a legal entity or real persons engaging in an activity that are mentioned within the definition in Article 2 can be admitted to the association.
They must have legal capacity and adopt the purposes and principles of the association and agree to work for the fulfillment of the purposes of the association and satisfy the conditions set by the relevant legislation.
2. Candidates shall apply in writing declaring that they adopt the purposes of the association and undertake to pay the admission and annual fees for members as fixed by the general assembly.
3. Members must abide by the statutes of the association and respect principles of deontology and exhibit loyalty to the association. They must act in line with the purposes of the association and avoid any acts that may hinder or prevent the fulfillment of the purposes of the association.
4. Candidates shall apply by completing an application form, which must bear the signatures of two permanent members.
5. At most two real persons can be admitted from a legal entity that is a member of the association, in addition to the representative of that legal entity in the association.
The board of directors shall make its decision about a membership application within 30 days at most and notify the decision to the applicant. Admitted candidates shall be registered in a book kept for that purpose. Accepting or refusing a membership application depends on the sole conviction of the board of directors. The board of directors does not have to present any justification for a rejection. Permanent members shall have equal rights in the association and in its activities.
Article 5. Leaving the association:
a) Leaving the association by resignation: No member can be forced to remain member of the association. Members may leave the association by giving written notice. The procedure of leaving the association shall be deemed completed as soon as the related notice reaches the board of directors. Leaving members shall not be released from their outstanding debts to the association.
b) When a member ceases to satisfy the conditions for membership set by the law and by the statutes, the membership of such member shall stop automatically.
c) Expulsion: In the following events, the member in question shall be expelled:
1. Breaching the statutes of the association and violating the deontological rules of the association
2. Consistently avoiding the tasks assigned to him
3. Failing to pay outstanding membership fees within 1 month after written warning
4. Failing to abide by resolutions passed by the organs of the association
5. Having ceased to the satisfy the conditions of admission
If any one of these events occurs, the member in question may be expelled by a resolution of the board of directors. Any person who has left or been expelled from the association shall be expunged from the book of members and shall not be allowed to claim any right in the assets of the association.
Expelled members are entitled to file an objection addressed to the general assembly within 30 days of the notification of the decision of expulsion. Such objection shall be deliberated over in the first general assembly meeting. Such members must continue to pay their contributions to the association until their expulsion becomes definitive by a general assembly resolution.
Article 6. Organs of the association
1. General assembly
2. Board of Directors
3. Board of Auditors
4. High Advisory Board
Article 7. General assembly
This is the top decision making organ of the association and consists of all of the members of the association.
Article 8. General assembly meetings
a) The general assembly shall hold an ordinary meeting once every two years in May to deliberate over the income and expense accounts of the association and other matters that require general assembly deliberation and to elect members of the board of directors and of the board of auditors. The board of directors shall convoke the general assembly for the ordinary meeting. If the board of directors fails to do so, a judge of peace shall appoint three members to convoke the general assembly upon application from a member of the association.
b) The board of directors shall draw up a list of the members entitled to attend the general assembly meeting according to the statutes. The entitled members shall be convoked by at least 15 days’notice by means of an announcement in a newspaper or by conventional or electronic mail indicating the date, time and place and the agenda of the meeting. The convocation shall also indicate the date, time and place of an eventual adjourned meeting in case a majority is not present in the first meeting. The period between the first meeting and the second meeting shall not be less than 7 days and shall not exceed sixty days.
c) The chairman of the board of directors or the deputy chairman in his absence shall start the general assembly meeting. Each member shall sign against his name in the list drawn up by the board of directors. Members of the board of directors or persons appointed by the board of directors to that effect shall verify the identities of the members at the place of the meeting by means of identity documents issued by official authorities. The quorum for a general assembly meeting is half the number of the members entitled to attend the meeting plus one or, for meetings on amendments to the statutes or dissolution of the association, two thirds of the members entitled to attend the meeting. When a first contemplated meeting is adjourned for lack of quorum, no quorum shall be required at the second meeting. However, the number of the members attending that meeting shall not be less than twice the number of all of the members of the board of directors and the board of auditors.
If the meeting is adjourned for a reason other than the absence of a majority, such an adjournment shall be notified to the members following the same procedure for the convocation of the meeting indicating the reasons for the adjournment. The second meeting must be held within six months of the date of adjournment at the latest. The members shall be re-convoked to the second meeting according to the rules fixed in the first paragraph. General assembly meetings shall not be adjourned more than once.
d) Once the meeting has started, first of all, the general assembly shall elect a chairman to preside over the meeting and a proxy for the chairman of the meeting and two secretaries, which shall constitute together the chairing committee of the meeting. The secretaries shall draw up the minutes of the meeting and sign them together with the chairman of the meeting. All of the minutes and other documents shall be delivered to the board of directors at the end of the meeting.
The general assembly shall deliberate only over the items of the announced agenda. Notwithstanding this rule, if at least one tenth of the members present want by written request a new item to be added to the agenda, such item shall also be deliberated over.
Article 9. Duties and powers of the general assembly
a) Election of the members and alternate members of the board of directors and board of auditors
b) Amending the statutes of the association
c) Deliberating over the reports of the board of directors and of the board of auditors and declaring due discharge of the obligations of the board of directors
d) Approving (as presented or after modifications) the budget prepared by the board of directors
e) Granting powers to the board of directors about purchase or sale of real property for the association
f) Giving instructions to the board of directors for the fulfillment of the purposes of the association and electing commissions on matters included in the agenda
h) Passing decisions about the dissolution of the association, electing the liquidation committee and determining the institutions to which the balance of the assets of the association after liquidation should be transferred
i) Deliberating over and deciding about objections raised against board of directors resolutions expelling a member
j) Making decision about the association’s joining or leaving a federation and granting powers to the board of directors on that matter
k) Opening branch offices of the association and granting powers to the board of directors for the execution of the procedures about such branch office
l) The association’s undertaking international activities, joining or leaving associations and other organizations based abroad (the general assembly may delegate the execution of the jobs related to that matter to the board of directors)
m) The Association’s creating a foundation or economic enterprise
k) Carrying out other duties assigned to the general assembly by the relevant legislation and by the statutes and passing resolutions on such matters
Article 10. General assembly decisions
General assembly resolutions require the vote of a simple majority of the members attending the meeting. General assembly votes shall be carried out with open vote. Notwithstanding that rule, resolutions on amending the statutes or dissolving the association shall require at least two third of the members attending the meeting.
In votes for the election of the organs of the association, voting members must present an identity document to the chairing committee and sign against their name in the attendance sheet.
Members of the board of directors and of the board of auditors shall be elected by secret ballot and resolutions on other matters shall be passed by open vote. In secret ballot voting, voters shall cast ballots, which must bear the seal of the chairman of the meeting, in a container. At the end of the casting of ballots, the ballots shall be counted before the members. In open voting, the chairman of the meeting shall determine the method.
Passing resolutions without meeting or convocation
Resolutions may be passed by written declaration of vote by all members without holding a meeting or at a meeting held without following the procedure of convocation prescribed in the statutes if all of the members are present.
Resolutions so passed shall not replace an ordinary meeting.
Article 11. Board of Directors:
The general assembly shall elect the board of directors, which shall consist of twenty one (21) permanent board members and six (6) alternate board members for a term of 2 years. Board members shall be elected from among permanent members of the association. The board of directors shall appoint in its first meeting the chairman of the board of directors, a deputy chairman and an accountant from among the board members. If a vacant place occurs among the permanent members of the board of directors for resignation or other reasons, alternate members shall be called to take the vacant seat in the order of the numbers of the votes they received in the general assembly meeting. If the number of the members of the board of directors becomes less than half the full number of board members due to vacations after replacements by alternate members, the current members of the board of directors shall convoke the general assembly within one month.
Article 12. Meetings of the board of directors
The board of directors shall convene at least once every month to deliberate over the agenda. Resolutions shall be passed by the vote of a simple majority of the members attending the meeting. Any board member who fails to attend two consecutive meetings of the board of directors without justification shall be deemed having resigned.
Article 13. Duties and powers of the board of directors
The board of directors shall:
a) Convoke ordinary and extraordinary general assembly meetings and fix their agendas
b) Represent the association or appoint a member of the board of directors or a third party to do so
c) Draw up the income statements and prepare a budget for the period to come and present them to the general assembly
d) Carry out the duties assigned and exercise the powers granted to it by the relevant legislation and the statutes
e) Issue certificates of quality and authorize members who have received such certificates to use the sign of the quality certificate on their products and in their advertisements
f) Purchase real property, sell movable or immovable assets of the association, have buildings or facilities erected, receive pledge, mortgage or other real rights to the benefit of the association after receiving specific power from the general assembly to that effect
g) Open representation offices
h) Appoint delegates to represent the association in federations and national/international institutions of which it is already a member or which it may join in the future upon receiving specific power from the general assembly on that matter
ı) Decide about admission of new members or expulsion of members
i) Conduct activities about the business activities of the association subject to specific authorization from the general assembly
j) Designate entrance and yearly fees for membership pursuant to the regulation which will be enacted by the Association. Different fees may be designated related to concrete criterias.
k) Make amendments to certain items of the budget for the period to come which has already been approved by the general assembly.
Article 14. Board of auditors
The board of auditors shall consist of 3 permanent and 3 alternate members elected by the general assembly for a term of 2 years. The permanent members shall elect in the first meeting a chairman and a spokesman.
If a vacant seat occurs among the permanent members of the board of auditors for resignation or other reasons, alternate members shall be called to take the vacant seat in the order of the numbers of the votes they received in the general assembly meeting.
Article 15. Duties and powers of the board of auditors
a) The board of auditors shall conduct audits whenever it finds it necessary on the books, transactions, accounts and expenses of the association to check for any irregularities and non-compliances with respect to the decisions of the association and the related documents. It may ask the board of directors to make explanations.
b) The board of auditors shall communicate the results of their annual administrative and financial audits to the general assembly in the form of a report.
c) The board of auditors may ask the board of directors to convoke the general assembly for an ordinary or an extraordinary meeting.
Article 16. High Advisory Board
The general assembly shall appoint the members of the High Advisory Board from among former presidents of the association and persons who know the information sector well and are able to develop strategies and give advice and suggestions on the achievement of the purposes of the association.
The high advisory board shall convene at least once a year or upon convocation from the board of directors.
Article 17. Duties and powers of the High Advisory Board
The high advisory board shall present its opinion to the board of directors upon request from the latter. The board of directors shall be free to take into account such opinions or not and shall freely determine the priorities. The high advisory board is supposed to:
a) review the general trend and problems of the information sector and highlight long-term measures,
b) evaluate strategies prepared for the achievement of the purposes of the association and give advice,
c) monitor the compliance of the activities of the association with its purposes as well as their efficiency and suggest measures for improvement.
Article 18. Sources of revenue
The sources of revenue of the association are defined below.
- Revenues from movable or immovable assets
- Revenues from publications, shows, balls, dinner parties and similar activities
- Income from services rendered by the association
- Income from training, seminar and similar activities
- Fund-raising to be conducted in accordance with the relevant legislation
- Revenues from business activities undertaken by the association in view of obtaining revenues in order to achieve its purposes
- Other revenues
Article 19. Rules and procedures of keeping books
Rules of keeping books
Books shall be kept on the basis of the operating accounts system. However, if the annual gross income for 2005 exceeds 500,000 YTL, books shall be kept according to the balance sheet system starting from the following accounting period. In the event the association passes to the balance sheet system, if the gross annual income is lower than the above-mentioned limit for two consecutive years, then the association may turn back to the operating accounts system starting from the following year. The association may keep the books according to the balance sheet system without being bound by the limit mentioned above by a resolution of the board of directors. If the association starts a business enterprise, then separate books shall kept for such enterprise in accordance with the Code of Tax Procedures.
Procedure of keeping books
The books and records of the association shall be kept in accordance with the procedures and rules prescribed in the Regulation on Associations.
The association shall keep the following books:
a) The association shall keep the following books and apply the following rules in the operating accounts system:
1-Book of Resolutions: Resolutions of the board of directors shall be registered in that book with dates and resolution numbers, each resolution being signed by the members who have attended the related meeting.
2-Members Registration Book: Identity details of the members and their dates of joining and leaving the association shall be registered in that book. The admission charges and annual contributions paid by the members may also be registered in that book.
3-Documents Registration Book: Incoming and outgoing documents shall be registered in that book with dates and serial numbers. Originals of the incoming documents and copies of the outgoing documents shall be filed. Electronic mails shall also be kept in the form of printouts.
4-Book of fixtures and equipment: The fixtures and pieces of equipment of the association shall be registered in that book with their dates of acquisition and forms of acquisition and the places where they are used or allocated to. Those fixtures and pieces of equipment whose useful life has expired shall also be noted in this book.
5-Operating Account Book: Revenues and expenses of the association shall be clearly noted in this book on a regular basis.
6-Receipts Registration Book: Receipts shall be noted in this book with the serial and order numbers, the names and signatures of the persons who have received or returned them and the dates of receiving or returning them.
b) The association shall keep the following books and apply the following rules in the balance sheet system:
1-The books mentioned in items 1, 2, 3 and 6 of paragraph a) above shall be kept in the balance sheet system.
2-Journal, general ledger and inventory book: These books shall be kept in accordance with the Code of Tax Procedures and the Notices on Accounting System Applications published by the Ministry of Finance under the mentioned Code.
Certification of the books
The association shall have the books certified by the Associations Authority of the Province or a notary public before starting to make entries. The books shall be used until all pages are filled. No certification of a new book is allowed before a book is completely filled. However, books kept in the balance sheet system and books with forms or continuous form sheets to be used in a particular year must be re-certified every year in the last month of the previous year.
Income statement and balance sheet
In the operating accounts system, an “operating accounts statement” (İşletme Hesabı Tablosu) shall be drawn up (in the form provided in Appendix 16 of the Regulation on Associations) at the end of the year (December 31st). In the balance sheet system, an income statement and a balance sheet shall be drawn up at the end of the year (December 31st) on the basis of the Notices on Accounting System Applications published by the Ministry of Finance.
Article 20. Revenue and expense formalities
Supporting documents for revenues and expenses
The association shall issue receipts (“alındı belgesi”) in the form provided in Appendix 17 of the Regulation on Associations when it collects its revenues. If an item of revenue is collected through a bank, a bank statement or an extract of account shall be sufficient as a supporting document.
As for the expenses, the association shall receive supporting documents such as invoices, retail sale invoice-slips (satış fişi), liberal profession receipts (serbest meslek makbuzu) etc.. Notwithstanding this provision, for expenses included in the scope of Article 94 of the Code of Tax Procedures, the association shall draw up expense-slips (gider pusulası) in accordance with the Code of Tax Procedures and have them signed by the receiver. For other expenses that are not included in the scope of Article 94 of the Code of Tax Procedures, the association shall draw up “expense receipts” (gider makbuzu) in the form provided in Appendix 13 of the Regulation on Associations and have them signed by the receiver.
For free-of-charge delivery of goods and services made by the association to real persons or organizations, the association shall draw up a “Delivery Receipt for Donation in Kind” (Ayni Yardım Teslim Belgesi) in the form provided in Appendix 14 of Regulations on Associations and have them signed by the receiver. For free-of-charge deliveries of goods and services received by the association from real persons or organizations, the association shall issue a “Collection receipt for donation in kind” (Ayni Bağış Alındı Belgesi) in the form of Appendix 15 of the Regulation on Associations.
The association shall commission a printing house to print the receipts (alındı belgeleri) that it will issue in return for its revenues (in the form and dimensions provided in Appendix 17) by a resolution of the board of directors.
The relevant provisions of the Regulation on Associations shall apply to the printing and supervision of the receipts, their delivery by the printing house, their registration in the books, their takeover between leaving accountants and new accountants and the rules to be observed by the persons appointed to collect revenues for the association by issuing receipts and the delivery of the funds so collected.
Authorization to collect revenues
The board of directors shall appoint, by a resolution, those people who can collect funds on behalf of the association fixing a specific term for such authorizations. The association shall issue three counterparts of a document of authorization (yetki belgesi) bearing the identity details, signature and photo of the authorized person in question (in the form provided in Appendix 19 of Regulation on Associations). The document of authorization must bear the signature of the chairman of the board of directors. One copy of the document of authorization shall be given to each division of the association. The chairman of the board of directors shall notify any changes relating to the document of authorization to the Associations Department within fifteen days.
The authorized people may start collecting revenues on behalf of the association only once a copy of the document of authorization drawn up in their name has been given to the Associations Department.
The relevant provisions of the Regulation on Associations shall apply to the use, renewal and withdrawal of the document of authorization and other related matters.
Safeguarding period for revenue and expense documents
Receipts, expenditure documents and other documents, except for the books, shall be safeguarded for 5 years in the order of the dates and numbers registered in their registration book. Other terms for safeguarding specified in specific laws relating to expenditure documents and other documents are reserved.
Article 21. Tax return
The board of directors shall draw up an “Association Tax Return” (dernek beyannamesi), in the form provided in Appendix 21 of the Regulation on Associations, for the operations of the association in the previous year and the revenue and expense records, and the president of the association shall submit the Association Tax Return to the responsible authority within the first four months of each calendar year.
Article 22. Compulsory statements
The following statements must be submitted to the responsible civil authority;
Statement of general assembly resolutions
The chairman of the board of directors shall send the responsible civil authority a “General Assembly Resolutions Statement” (Genel Kurul Sonuç Bildirimi), in the form provided in Appendix 3 of the Regulation on Associations, with the names of the newly elected permanent and alternate members of the board of directors, of the board of auditors and of other organs and the related appendix within 30 days of the ordinary or extraordinary general assembly meeting in question.
Attachments of the General Assembly Resolutions Statements
1- A copy of the general assembly meeting’s minutes signed by the chairman of the meeting, by his assistants and by the secretary
2- In the case of an amendment to the statutes, the former and new texts of the related parts of the statutes and the whole of the final form of the statutes, each page being signed by the board of directors.
Declaration of real property
The association shall notify the responsible civil authority of any real property acquired by the association within 30 days of the registration of the real property in question in the register of title deeds using the Real Property Statement Form (Taşınmaz Mal Bildirimi) provided in Appendix 26 of the Regulation on Associations.
Declaration of aid from abroad
Whenever the association contemplates receiving aid from abroad, the association shall submit a “Statement of Aid from Abroad” (Yurtdışından Yardım Alma Bildirimi), in the form provided in Appendix 4 of the Regulation on Associations) in two counterparts to the responsible civil authority before receiving the aid.
Enclosed with the Statement of Aid from Abroad shall be a copy of the related resolution of the board of directors and any related protocols, agreements or similar documents signed for that matter and a copy of the bank statement or an abstract of accounts or a similar document relating to the transfer of the aid.
Pecuniary aids must be transferred through banks and the related statement must be submitted to the civil authority before the transfer.
Statement of projects conducted jointly with government organizations
Whenever the association conducts a project jointly with a government organization within the scope of the association’s scope of operations, a Project Statement (Proje Bildirimi), in the form provided in Appendix 23 of the Regulation on Associations, shall be submitted to the office of the governor of the province where the association is located together with a copy of the related protocol and of the project within one month of the date of the project.
Statement of changes
The association shall notify the responsible civil authority of any change in the location of the association using a Statement of Change of Location (Yerleşim Yeri Değişiklik Bildirimi) in the form provided in Appendix 24 of the Regulation on Associations and any change in the organs of the association other than those resulting from a general assembly meeting using a Statement of Change in Association’s Organs (Dernek Organlarındaki Değişiklik Bildirimi), in the form provided in Appendix 25 of the Regulation on Associations within thirty days of the change in question.
Amendments to the statutes shall be notified to the responsible civil authority as an attachment to the Statement of General Assembly Resolutions within 30 days of the general assembly meeting at which the amendment has taken place.
Article 23. Internal Audit
The general assembly, the board of directors or the board of auditors may conduct an internal audit in the association. It is also possible to commission an independent audit company to conduct an internal audit. The fact that the general assembly, the board of directors or an independent audit company has conducted an audit shall not release the board of auditors from its duties. The board of auditors shall conduct an audit on the association at least once a year. The general assembly or the board of directors may also conduct an audit or commission an independent audit company to conduct an internal audit whenever it is deemed necessary.
Article 24. Borrowing by the association
The Association may borrow funds by a resolution of the board of directors for the achievement of its purposes. The borrowing may be in the form of purchase of goods and services on credit or in the form of borrowing in cash. The association shall borrow funds taking into account its revenues and its power to repay its debts. No borrowing shall be made that may compromise the solvency of the association.
Article 25. Books and records of the association
The association shall keep the books as prescribed by the legislation. In addition, it may keep other books by a resolution of the board of directors.
Article 26. Representation offices
The association may open representation offices by a resolution of the board of directors wherever it finds fit. The persons appointed by a resolution of the board of directors to represent the association shall notify in writing the civil authority of the place of the representation office of the address of the representation office. Representation offices shall not be represented in the general assembly. Branch offices shall not open representation offices.
Article 27. Dissolution of the association and liquidation of its assets
The general assembly may decide at any time to dissolve the association.
2/3 of the members entitled to attend general assembly meetings and to vote is required for the general assembly to deliberate over a dissolution. If this majority is not present in a first meeting, then a second meeting shall be held, in which no majority shall be required. However, the number of the members attending the second meeting must be at least twice the number of the members of the board of directors and the board of auditors.
A resolution to dissolve the association requires the votes of 2/3 of the voting members attending the meeting. Resolutions for the dissolution of the association in general assembly meetings shall be voted with open vote.
Procedure of liquidation
Once the general assembly has decided to dissolve the association, a liquidation committee, consisting of the members of the last board of directors, shall be formed for the liquidation of the cash, assets and rights of the association. The liquidation process shall start from the date of the resolution of the general assembly for the dissolution or the date when an automatic expiration of the association becomes definitive. During the process of liquidation, the association shall be referred to as the “Turkish Informatics Industry Association – association in the process of liquidation” in all of the procedures.
The liquidation committee shall be in charge of the whole process of the liquidation of the cash, assets and rights of the association in accordance with the relevant legislation. The committee shall first examine the accounts of the association. It shall register in an official report all of the assets and liabilities of the association and all of the books, receipts, expenditure documents, title deeds and bank records and other documents. A call shall be addressed to the creditors of the association during the process of liquidation. The assets of the association shall be liquidated for the payment in cash of the debts to the creditors. The receivables of the association shall be collected. All that remains in the form of cash, assets or rights after the discharge of the debts and the collection of the receivables shall be transferred to a party to be determined by the general assembly. If the general assembly has not specified any party to receive the remaining cash, assets and rights of the association, these shall be transferred to that association, located in the same province and having similar purposes, that has the largest number of members at the time of the dissolution of the association.
All of the transactions relating to the liquidation shall be shown in the official report of the liquidation. The liquidation shall be completed within 3 months. The responsible civil authority may grant additional time for justifiable reasons.
Following the completion of the liquidation and transfer of the cash, assets and rights of the association, the liquidation committee shall notify the completion of the process to the civil authority of the place where the association is located in writing within seven days, attaching to the notice the official report of the liquidation.
The last board of directors, in its capacity of the liquidation committee, shall be responsible for safeguarding the books and documents of the association. This job may be assigned to a member of the board of directors. The books and documents shall be kept for 5 years.
Article 28. Matters not covered by the present statutes
Any matters that are not covered in the present statutes shall be subject to the Code of Associations, Turkish Civil Code and the Regulation on Associations issued under the mentioned codes and other relevant legislation.
The present statutes consist of 28 (twenty-eight articles)