Regulation of The Association

PETROLEUM INDUSTRY ASSOCIATION

CONTENTS

Article Title
1 Name of association
2
Headquarters of the Association
3 Objectives
4
Scope of Activities
5 Membership and termination of membership
6 Rights of Members
7 Bodies of the Association
8 Organization and meeting of General Assembly
9 General Assembly call procedure
10 Location of meeting
11 Quorum for General Assembly
12 Meeting procedures
13 Matters to be discussed at General Assembly Meetings
14 Duties and authorities of General Assembly
15 Procedure for voting and resolutions
16 Organization, duties and authorities of Board of Directors
17 Completion of Board of Directors by alternate members
18
Board of Auditors
19 Duties of Board of Auditors
20 The authority of the Board of Directors to impose disciplinary penalties and dismiss from membership
21 Notification of Local Administrative Authorities
22 Annual dues
23 Income and expense transactions of the Association
24 Organizations which the Association may not receive donations from and may not make donations to
25 Procedures and principles of bookkeeping and books to be kept
26 Income and expense procedures
27 Internal audit of Association
28 Borrowing procedures of Association
29 Amendments to the Bylaws
30 Termination and liquidation of the Association
31 General provisions

 

PETROLEUM INDUSTRY ASSOCIATION BYLAWS

Article 1:        NAME OF ASSOCIATION

Name of the Association is PETROLEUM INDUSTRY ASSOCIATION

Article 2: HEADQUARTERS OF THE ASSOCIATION

The headquarters of the Association is in Istanbul.

Article 3: OBJECTIVE

The objectives of the Association are,

1-  To ensure representation under the integrity of the industry, of refineries, fuel and/or LPG distribution, storage, transportation, bio-fuel, bunker fuel and lubricant companies operating obtaining a license in the petroleum and related industries defined under Petroleum Market Law no.5015 and Liquefied Petroleum Gases (LPG) Market Law no.5307 and other regulations.

2- To conduct studies on sectoral issues such as the production, storage, transportation and marketing of petroleum products, alternative fuels and lubricants obtained by refining crude oil and other alternatives, to investigate the problems which arise during the market offering and after-use of these products, to inform the public and represent the petroleum industry before public agencies.

3- To conduct studies in order to determine the necessary technical and administrative measures to be taken to protect human health and the environment regarding petroleum products and all kinds of automotive fuels, to ensure compliance to specific quality standards of products reaching consumers and at production/distribution stages, to contribute to the development of sectoral standards, health, safety and environment practices.

4- To investigate implementation problems in petroleum and petroleum products, alternative fuels and related industries and make recommendations to public authorities and other relevant parties regarding necessary administrative and legal regulations, to conduct scientific, technical and statistical research on the progress of these industries in the domestic market and advise its members and the public on matters and developments in the petroleum industry.

5- To follow and publish sectoral developments in Turkey and in the world, to conduct meetings and training activities to advise its members and to cooperate with universities and scientific institutions on industry related matters.

6- To protect the rights and interests of its members, to represent its members in national and international arena in industry related matters, to be a party in legal proceedings, to represent the Association and its members in litigation.

7- To perform activities towards minimizing the environmental problems arising from production, transportation and use of crude oil, fuel, LPG, bunker fuel and lubricant by persons or organizations that are members of the Association, taking regional or national collective action for compliance with relevant legislation on behalf of its members and collaborating with such agencies and organizations.

8- To ensure that the responsibilities of members arising from their operations in relation to the collection, transportation, recycling and disposal of petroleum product and lubricant wastes are fulfilled in relation to public agencies and to advise its members, the public and consumers, of solutions for these problems, to carry out projects and training activities, to establish economic enterprises and entities and make enterprises to that end.

Article 4: SCOPE OF ACTIVITIES

(1) In order to achieve its purpose, the Association conducts the following activities;

(a) Following national and international publications and publishing bulletins, brochures and statistical data in order to advise its members on technical matters;

(b) Conducting seminars and training activities in order to advise its members on laws, regulations and court decisions regarding petroleum and alternative fuel industries and to convey essential technical information, conducting necessary operations to support Association members in the solution process of sectoral problems;

(c) Raising awareness among consumers through publications, seminars and conferences on measures to be taken regarding the collection, transportation, storage and disposal (management) of waste generated during and after use of petroleum products and lubricants, establishing organizations stipulated in regulations in order to fulfill the legal liabilities imposed upon its members on such matters and/or performing such operations itself;

 

(d) Giving “expert/professional” opinion on matters regarding draft legislations when demanded by authorities;

 

(e) Organizing meetings, publishing brochures and bulletins to advise government, other public bodies, the media and the public in accordance with the objectives of the Association, to make recommendations on legal arrangements;
(f) Minimizing the detrimental environmental impacts of petroleum and petroleum products and waste lubricants, undertaking or facilitating the collection, transportation, re-introduction to the production process, burning for energy recovery, physical recovery and disposal of these, conducting or having conducted quality tests and laboratory analyses on such matters, carrying out awareness-raising and training activities in line with the objectives of the Association in order to raise awareness among members, consumers and the public, establishing, operating or having operated one or more economic enterprises to form necessary structures and/or organizations in order to fulfill waste management liabilities of its members arising from relevant Laws and Regulations;

(g) Following technical and legal developments in the petroleum industry, contributing to the development of quality and environmental management systems, exchanging information with international agencies and organizations in accordance with the objectives of the Association, cooperating and exchanging information with organizations representing fuel and lubricant industries in the European Union and other countries when deemed necessary

 

(h) Purchasing, selling, leasing and renting out the necessary vehicles, transportation vehicles and real properties for the operations of the Association and the Economic Enterprise, using medium and short-term loans to achieve objectives of the Association, taking, giving, deleting and altering mortgages, pledges, business pledges, guarantees and other collaterals, signing financial leasing agreements;

 

(i) Obtaining the required legal authorizations and joining and/or collaborating with international associations, scientific institutions, universities and organizations in compliance with the objectives of the Association, carrying out projects and consulting activities in line with the objectives of the Association with such organizations;

(j) Conducting statistical studies on market development, sector magnitudes and relations with other sectoral factors and progress of petroleum industry and alternative fuels, generating data from such studies and announcing them to public, preparing programs and publications for national and international media.

(2) The Association shall not be involved in the following activities:

 

(a) Political activities

(b) Commercial activities outside the scope of the Economic Enterprise of the Association

 

(c) Collective negotiations with unions

(d) The Association shall not debate or make suggestions on the prices and terms of sale of petroleum products and lubricants set by its members. In addition, it shall not carry out any activities against laws of Republic of Turkey and decisions of judicial bodies which have jurisdiction to the members of the Association.

(3) In order to avoid unnecessary procedures, the Association shall conduct its operations in coordination with the activities of other organizations operating under similar objectives.

(4) Membership to the Association shall not restrict the freedom of action of members. Independent from the activities of the Association, members are free to establish relations with other organizations, to express their opinions by publication or other means.

Article 5: MEMBERSHIP AND TERMINATION OF MEMBERSHIP

(1) Association members shall be legal person members registered in the member registration book and natural persons who are representatives of the legal person members. Membership of the members registered in the member registration book is permanent but terminates when they resign or membership requirements are no longer met.

(2) Legal person members shall assign a person as their representative before each General Assembly meeting and shall notify the authorities of the Association of this assignment with a letter and an authorized signatures list attached.

 

(3) Membership requirements:

(a) To have legal capacity;

(b) To be an organization established as per the provisions of Turkish Commercial Code and  engaged in refining, processing, fuel and/or LPG distribution, storage, transportation, Biofuels, bunker fuel, and lubricant production licensed by Republic of Turkey Energy Market Regulatory Authority as per Petroleum Market Law no.5015 dated 20 December 2003 or Liquefied Petroleum Gases (LPG) Market Law no.5307 dated 13 March 2005;

(c) To have the business conduct and ethics compliance contract prepared by the Board of Directors signed by company authorities and implement this contract;

(d) To have been deemed by the Board of Directors to be carrying out activities in line with rules of ethics in the industry, to have adopted measures against unregistered or contraband activities, to be avoiding implementations leading to unfair competition, to have formed a widely believed and reliable identity on having been carrying out activities in line with laws and rules;

(e) To have no members in the Boards of Directors and Executives against whom a final judgment of contraband operations or crimes of moral turpitude exists.

(4) Admission to membership is subject to unanimous approval of the Board of Directors of the Association. It must be documented that the applicant has fulfilled the requirements specified in Article 5(2) during application to membership. The membership application shall be approved unanimously by the Board of Directors if such requirements are met and provisions of this paragraph are adhered to.

The Board of Directors shall decide on the applications of legal person members within 30 days following the date of application and notify the applicant in writing.

Legal person members of the Association shall be represented by a representative and exercise all their rights through the representative.

 

(5) Termination of membership;

(a) Association membership shall be terminated by Board of Directors decision if any member, including the founding members, becomes unable to fulfill the requirements specified in Article 5(2) above or resigns from membership. If such a member subsequently becomes compliant to the said requirements, the member may be admitted to membership once again by Board of Directors decision or a new member may be admitted to membership instead by Board of Directors decision.

(b) Upon resolution of the Board of Directors regarding the termination of membership

due to failure to fulfill the membership requirements, failure to meet the membership requirements listed in Article 5(2), action against the objectives of the Association or failure to pay membership dues.

(c) In the event that a conviction by final judgment due to contraband operations or crimes of moral turpitude of members of the Board of Directors and Executives or Association representatives of the member entity exists.

(d) Upon departure of those serving as representatives of legal person members from the member entity they represent or upon written notification by the member entity that the representation capacity of the person representing it and hence his assignment in the Board of Directors or other bodies of the Association has been terminated.

(e) Nobody may be forced to become a member of the Association and any member may withdraw from membership at any time at his own discretion.

 

(6) Types of Membership:

Types of membership to the Association are as follows:

 

Ordinary Members: Ordinary membership is bestowed on those whose membership has been duly approved by the authorized body.

 

Honorary Members: Upon unanimous approval of the Board of Directors, honorary membership may be bestowed on persons or organizations which have provided financial, moral and scientific support towards realizing the objectives of the Association. Honorary members may attend General Assembly meetings as observers upon approval of the Board of Directors. However, they do not have the right to vote or to be elected as a member of Association bodies.

 

(7) Honorary members may be granted ordinary membership after reasonable time upon unanimous approval of the Board of Directors.

 

Article 6:  RIGHTS OF MEMBERS
All members of the Association are entitled to the following rights equally:

(a) Attending General Assembly meetings and voting,

(b) Electing and being elected to the commissions and other social bodies of the Association

(c) Taking a matter he deems fit to the Board of Directors.

(d) Objecting to Board of Directors decisions at the General Assembly Meeting

(e) Representatives of legal person members are required to cast their votes at the General Assembly meeting in person; no votes may be cast by proxy.

(f) Legal person members of the Association continue to exercise their rights and fulfill their membership requirements in case of a merger, takeover, change in share distribution, going public, change of name of the Association etc.

(g) Legal person members have the right to change their representatives at any time of their own discretion. Association administration shall be informed of such matter with a letter by the authorities of legal person members and an authorized signatures list attached.

Article 7: BODIES OF THE ASSOCIATION

Bodies of the Association are as follows:

(a) General Assembly

(b) Board of Directors

(c) Board of Auditors

The same person may not be a member of Board of Directors and a member of Board of Auditors in the same period.

Article 8: ORGANIZATION AND MEETING OF GENERAL ASSEMBLY

(1) Ordinary General Assembly Meeting of the Association shall be held in April every two years upon invitation by the Board of Directors. The General Assembly Meeting shall convene with the representatives of legal person members.

(2) Extraordinary General Assembly Meeting shall convene upon written request of Board of Directors or Board of Auditors or one-fifth of members of the Association.

 

(3) In the event that the Board of Directors fails to have the General Assembly convene within one month upon written request for a General Assembly convention by the Board of Auditors or one-fifth of the members, upon application by the Board of Auditors or members requesting the meeting, the local Judge of Peace shall hold a hearing and set a committee of three members to call for a General Assembly.

 

(4) Legal person members shall notify the Association of their representatives during the registration process of Association membership or 30 days prior to the date of General Assembly Meeting.

Article 9: GENERAL ASSEMBLY CALL PROCEDURE

 

(1) The Board of Directors shall prepare a list of members entitled to attend General Assembly meetings. The members in the list will be invited to the General Assembly by a newspaper, electronic mail or written notice stating the date, time, place and agenda of the meeting at least 15 days in advance.

 

(2) The said announcement shall also state the date and place of the second meeting to be held if the first meeting may not be held due to lack of meeting quorum. There shall be minimum one week or maximum sixty days between such two meetings.

 

(3) In the event that the meeting is adjourned for any other reason, a second written notice stating the situation and reasons thereof shall be sent. The second meeting must be held within two months at the latest, of the day of adjournment.

 

(4) Members shall be called to the second meeting in line with procedures specified in Paragraph 1.

 

(5) A General Assembly Meeting may be adjourned only once.

Article 10: LOCATION OF MEETING
General Assembly will be held in Istanbul in line with the announcement requirements specified in Article 9.
Article 11: QUORUM FOR GENERAL ASSEMBLY                                 

(1) General Assembly shall convene with participation of one more than one half of the total membership.

(2) If such quorum is not met in the first meeting, no quorum shall be sought at the second meeting. However, the number of members attending the second meeting may not be less than twice the full membership of Boards of Directors and Auditors.

Article 12: MEETING PROCEDURES
(1) General Assembly Meeting shall be held at such date, time and place as specified in the call announcement. The members and participants authorized to vote on behalf of members shall sign across their names in the list prepared by the Board of Directors when entering the meeting hall.

(2) Once the quorum specified in Article 11 is present, the situation is put in a report. The meeting shall be commenced by the Chairman of the Board of Directors or a Member of the Board of Directors designated by him.

(3) A chairman to run the meeting, a vice chairman and a clerk shall be elected following the opening of the meeting

(4) The meeting shall be chaired by General Assembly Chairman. The Clerk shall take the minutes and the minutes shall be signed by the Clerk as well as the Chairman.

(5) All minutes and documents shall be submitted to Board of Directors at the end of the meeting.

Article 13: MATTERS TO BE DISCUSSED IN THE GENERAL ASSEMBLY
(1) Only the items in the agenda shall be discussed at General Assembly meetings. However, if a minimum of one-tenth of the attending members request discussion of a specific matter, then such matter is also put on the agenda.
Article 14: DUTIES AND AUTHORITIES OF GENERAL ASSEMBLY
General Assembly is the highest body of the Association. General Assembly shall discuss and resolve the following matters:
(a) Election of ordinary and alternate members of Board of Directors and Board of Auditors
(b) Discussion of the reports of the Boards of Directors and Auditors; release of Board of Directors;
(c) Discussion and acceptance as is or by modification, of the budget prepared by the Board of Directors;
(d) Adopting resolutions on purchasing of real properties for the Association or selling of existing properties or authorizing the Board of Directors on such matters;
(e) National and international activities of the Association; membership of the Association to national and international associations or parent organizations and unions, withdrawal from such memberships;
(f) Termination of the Association;
(g) Fulfillment of other liabilities set by legislation.

Article 15: PROCEDURES FOR VOTING AND RESOLUTIONS
(1) Unless the majority of participants demand secret balloting, members shall cast their votes openly by a show of hands.

(2) The general assembly will adopt by the majority vote of the attending members. However, termination of the Association or any modifications to the bylaws requires a majority vote by at least two-thirds of the attending members.

(3) Ballots sealed by General Assembly Chairman shall be used for secret balloting. Votes shall be cast into an empty box and shall be counted openly by the Chairman.

Article 16: ORGANIZATION, DUTIES AND AUTHORITIES OF BOARD OF DIRECTORS 
(1) The Board of Directors of the Association shall consist of eight ordinary members and six alternate members. At least five of the ordinary members of the Board of Directors of the Association must be representatives of legal person members with five years of seniority. In case of death, resignation or any other situation that terminates membership, such matter shall be taken into consideration when alternate members of the Board of Directors are granted principal membership respectively.

(2) The Board of Directors shall be elected for a period of two years. A person whose Board of Directors membership expires may be re-elected.

(3) Members of Board of Directors shall elect a Chairman, a Deputy Chairman and an Accounting Member amongst themselves. The Board of Directors shall assign duties to its members as it deems fit. The Board of Directors shall convene and resolve according to following procedures:

(a) The Board of Directors shall grant or refuse membership with the unanimity of all members of the Board of Directors.

(b) The Board of Directors shall resolve for dismissal from membership with the approval of two-thirds majority of all members.

(c) The Board of Directors shall convene once minimum half of the members are present and adopt resolutions with the votes of one more than half of attending members. In the event that the number of votes of the attending members is equal, the Chairman’s vote shall be deemed as two votes.

 

(4) The Board of Directors shall convene at least once every two months. The membership of a member of Board of Directors who fails to attend three consecutive Board of Directors meetings without an excuse shall be deemed void and he shall be replaced by an alternate member.

(5) Unless resolved otherwise at the General Assembly Meeting, no remuneration shall be paid to members of Board of Directors.

(6) Responsibilities of the Board of Directors:

(a) Representing the Association or authorizing one or more members to represent; to cover travel and other expenses relating to such assignment.

(b) Performing transactions relating to income and expense accounts of the Association and preparing and submitting the budget for the next period to the General Assembly.

(c) Performing other tasks set by legislation and internal regulations.

(d) Hiring people to work at the Association, setting their salaries and dismissing them when deemed necessary.

(e) Collecting the receivables and protecting the rights of the Association.

(f) Realizing the budget approved by the General Assembly.

(g) Keeping the books specified in the Associations Act.

(h) Enforcing disciplinary penalties against members who fail to comply with the Associations Act, Bylaws of the Association and General Assembly resolutions.

(i) Setting up commissions within the Association to deal with matters regarding the objectives of the Association.

(j) Performing other tasks specified by General Assembly resolutions and legislation by exercising authorities conferred by these bylaws of associations.

(k) Establishing the management and auditing procedures and appointing the administrative staff of the economic enterprises to be set up in line with the objectives and targets of the Association, taking decisions relating to representation and binding of the economic enterprises, setting and determining operating and implementation rules for economic enterprises.

(l) Purchasing, selling, leasing and renting out the necessary vehicles for the operations of the Association and the economic enterprise, using medium and short-term loans to achieve objectives of the Association, taking, giving, deleting and altering mortgages, pledges, business pledges, guarantees and other collaterals,  signing financial leasing agreements.

Article 17: COMPLETION OF BOARD OF DIRECTORS BY ALTERNATE MEMBERS

In the event that a Member of the Board of Directors departs from membership of the Board of Directors or from the legal entity he represents, then his membership of the Board of Directors shall terminate. In such case, the vacated membership of the Board of Directors shall be substituted by alternate members. In the event that the number of Members of Board of Directors falls under one half of the original number as a result of such vacations despite the appointment of alternate members, the Board of Directors or the Board of Auditors shall call for a General Assembly meeting. In the event that such a call is not made, upon application by a member, the local civil court shall call for a General Assembly.

Article 18: BOARD OF AUDITORS

(1) The Board of Auditors shall be elected at the General Assembly and shall consist of three ordinary and three alternate members. The Board of Auditors shall be elected for a period of two years.

(2) In the event that there is a vacancy in the Board of Auditors, it shall be replaced by an alternate member. The alternate member shall serve for the term of duty of the replaced member.

(3) The Board of Auditors shall carry out a division of labor amongst itself after election, shall prepare a report on the results of the audit to be performed at least once a year and present such reports at the General Assembly Meeting.

Article 19: DUTIES AND RESPONSIBILITIES OF BOARD OF AUDITORS
(1) Auditing all transactions and accounts of the Association.
(2) Preparing a report and submitting it to the Board of Directors and General Assembly on items it determines to be in violation of laws in effect and bylaws of the Association during operations of the Association, books kept as per Associations Act and accounts of the Association.
(3) Calling for a General Assembly relating to matters within the scope of the authority of the General Assembly.

 

Article 20: THE AUTHORITY OF THE BOARD OF DIRECTORS TO IMPOSE DISCIPLINARY PENALTIES ANDDISMISS FROM MEMBERSHIP
(1) In the event that any member of the Association violates the laws, General Assembly resolutions or Association bylaws, the Board of Directors shall examine the situation and depending on the result, shall either issue a warning or suggest that a disciplinary penalty be imposed. Such penalties are final.

(2) Prior to resolving for a fine or provisional or final expulsion, the Board of Directors must conduct an investigation about the member subject to complaint, take the defensive statement of the said member and finalize the investigation within one month at the latest.

(3) Such penalties may be imposed as a result of an investigation conducted by the Board of Directors on its own motion. However, the member is entitled to object to such decision at the General Meeting.

(4) The enforcement of the abovementioned penalties, modes of conducting the investigation, grounds and requirements for such investigation shall be determined by a General Meeting resolution.

Article 21: NOTIFICATION OF LOCAL ADMINISTRATIVE AUTHORITIES
Notifications to be made to Local Administrative Authorities:

Notification of General Assembly results:

Within thirty days following Ordinary and Extraordinary General Assembly Meetings, the “General Assembly Meeting Result Notification” including the ordinary and alternate members elected to the Board of Directors, Board of Auditors and other bodies of the Association and attachments shall be submitted to the Local Administrative Authority by the Chairman of the Board of Directors.

The following documents shall be enclosed in the General Assembly Meeting Result Notification;

1-  Copy of the General Assembly Meeting minutes signed by the  chairman, deputy chairman and clerk
2-  In the event that any amendments to the Association bylaws are made, original and amended articles of the bylaws and a copy of the final version of the Association bylaws of which each page is signed by the Board of Directors
Article 22: ANNUAL DUES
The joining fees and annual dues to be paid by legal person members to be paid separately for each field of operation carried out by legal person members shall be set by the General Assembly.
The Board of Directors is entitled to increase or decrease annual dues by stating in the activity program and budget of that year provided that it does not exceed 50% of the dues.

 

Article 23: INCOME AND EXPENSE TRANSACTIONS OF THE ASSOCIATION
Association income shall be collected in return for a “Receipt Document” a sample of which is given in the Associations Regulation. In the event that association income is collected through banks, the receipt or bank statement issued by the bank shall serve as Receipt Document. The sources of income of the Association are as follows:

a. Dues and donations by members

b. Income from seminars, conferences, meetings, contests and publications by the Association

c. Income from projects, research and consultancy services provided by the Association

d. Income from assets and economic enterprises of the Association

e. Other donations and financial support

f. Local Administrative Authority shall be informed of the donations, support or project income of the Association from natural or legal persons abroad within statutory periods following the date of reception of such income.

The expenses of the Association shall be incurred by expense documents such as invoices, retail sales slip, self-employed invoices or cashier slips. However, for payments made by the Association within the scope of Article 94 of the Income Tax Act, expense slips shall be issued in accordance with the provisions of the Tax Procedures Act and for other payments, an “Expense Receipt” shall be issued.

Delivery of free of charge goods and services to individuals, organizations or institutions shall be made by the Association in return for a “Donation in Kind Delivery Certificate”, a sample of which is given in the Associations Regulation. Delivery of free of charge goods and services to the Association by individuals, organizations or institutions shall be received in return for a “Donation in Kind Receipt Certificate”.

Article 24: ORGANIZATIONS WHICH THE ASSOCIATION MAY NOT RECEIVE DONATIONS FROM AND MAY NOT MAKE DONATIONS TO
The Association may not receive donations or financial support from political parties or employer and labor unions and may not make donations to these organizations.

 

Article 25: PROCEDURES AND PRINCIPLES OF BOOKKEEPING AND BOOKS TO BE KEPT BY THE ASSOCIATION
Books at the Association shall be kept under operating account method. However, in the event that annual gross income exceeds the limit stipulated in Article 31 of Associations Regulation, books shall be kept according to balance sheet method starting from the following fiscal period.

In case where balance sheet method is applied, if annual gross income drops below the foregoing limit two consecutive times, operating account method may be resumed as of the following year. Books may be kept according to balance sheet method upon resolution of Board of Directors regardless of the foregoing limit. Economic Enterprises of the Association shall keep books based on the provisions of Tax Procedure Law.

 

Registration procedures:

Books and records of the Association shall be kept in line with procedures and principles specified in the Associations Regulation.

 

Books to be kept:

The following books shall be kept in the Association:

a) Books to be kept according to operating account method and principles to be applied are as follows:

1-Decision Book: Decisions of the Board of Directors shall be recorded in this book with the date and sequence number and decisions shall be undersigned by attending members.

2-Member Registration Book: Identity information of members admitted to the Association and dates of their registration and resignation shall be recorded in this book. Joining fees and annual dues of members may also be recorded in this book.

3-Document Record Book: Incoming and outgoing documents shall be recorded in this book with the date and sequence number. Originals of incoming documents and copies of outgoing documents shall be filed. Printouts of incoming and outgoing documents via e-mail shall be kept.

4-Fixtures Book: Acquisition date and method, place of use of fixtures belonging to the association or places to which they are delivered and deregistration those that have expired shall be recorded in this book.

5-Operating Account Book: Incomes received and expenditures made on behalf of the Association shall be recorded explicitly and regularly in this book.

6-Receipt Document Register: The serial and sequence numbers of certificates of receipt, names, last names and signatures of those receiving or returning such documents and dates of receipt or return shall be recorded in this book.

 

b) Books to be kept according to balance sheet method and principles to be applied are as follows:

1- Record books specified in subparagraphs 1, 2, 3 and 6 of paragraph (a) shall also be kept when books are kept according to balance sheet method.

2- General Journal, General Ledger and Inventory Register: Principles and recording methods for these books shall be carried out as per Tax Procedure Law and the principles of General Communiqués on Accounting System Implementation issued based on the authorization granted by this Act to the Ministry of Finance.
Certification of Books:
Books that must be kept by the association shall certified by Provincial Directorate of Associations or Notary Public prior to use. These books shall be used until all of their pages are full and books shall not be certified in between. However, books kept according to balance sheet method and books with form or continuous form pages must be re-certified every year in the last month of the year before the year that they shall be used.

Article 26: INCOME AND EXPENSE PROCEDURES OF ASSOCIATION
Association income shall be collected in return for a “Receipt Document” (a sample of which is given in the Associations Regulation ANNEX-17). In the event that association income is collected through banks, the receipt or bank statement issued by the bank shall serve as Receipt Document.

The expenses of the Association shall be incurred by expense documents such as invoices, retail sales slip, self-employed invoices or cashier slips. However, for payments made by the Association within the scope of Article 94 of the Income Tax Act, expense slips shall be issued in accordance with the provisions of the Tax Procedures Act and for other payments, an “Expense Receipt” (a sample of which is given in Annex-13 of the Associations Regulation) shall be issued.

 

Delivery of free of charge goods and services to individuals, organizations or institutions shall be made by the Association in return for a “Donation in Kind Delivery Certificate” (a sample of which is given in ANNEX-14 of the Associations Regulation). Delivery of free of charge goods and services to the Association by individuals, organizations or institutions shall be received in return for a “Donation in Kind Receipt Certificate” (a sample of which is given in ANNEX-15 of the Associations Regulation).
Receipt Documents
“Receipt Documents” to be used for the collection of incomes of the Association (in the form and size shown in ANNEX-17 of Associations Regulation) shall be printed by printing house upon the resolution of Board of Directors. Relevant provisions of Associations Regulation shall apply regarding the printing and control of receipt documents, taking receipt documents from the printing house, registering them in the book, handover between the former and new accountants, receipt documents and use of receipt documents by person or persons to collect income on behalf of the Association and delivery of income that has been collected.

 

Certificate of Authorization
Person or persons to collect income on behalf of the Association shall be determined by the Board of Directors resolution stating the duration of authority. “Certificate of Authorization” (sample of which is given in ANNEX-19 of Associations Regulation) containing explicit identity, signature and photo of persons to collect income shall be issued by the Association in three copies and approved by the Chairman of Board of Directors. One copy of each certificate of authorization shall be presented to the Department of Associations. Department of Associations shall be notified of any amendments to the certificate of authorization within fifteen days by the Chairman of Board of Directors.

Persons to collect income on behalf of the Association may start collecting income only starting from the date on which a copy of the authorization certificate issued in their names is submitted to the Department of Associations. Relevant provisions of the Associations Regulation shall be applicable regarding use, renewal, returning of the certificate of authorization and other related matters.

 

Preservation Period of Income and Expense Documents
Excluding books, receipt documents, expense vouchers and other documents used by the Association shall be kept for 5 years according to sequence number and date on books in which they are registered on condition that terms stipulated by special laws are reserved.

 

Article 27: INTERNAL AUDIT OF THE ASSOCIATION
Internal audit of the association may be conducted by the General Assembly, Board of Directors or Board of Auditors as well as independent audit firms. The fact that the audit has been conducted by the General Assembly, Board of Directors or independent firms does not relieve the Board of Auditors of its liability.
Article 28: BORROWING PROCEDURES OF THE ASSOCIATION
If needed, the Association may borrow funds by Board of Directors resolution in order to achieve its purpose and conduct its operations. Such borrowing may be in the form of  purchase of goods and services on credit as well as in cash. However, such borrowing may not be in sums which exceed income sources of the Association and in such a way to cause financial difficulty for the Association. The Board of Directors may borrow in sums which do not exceed the final settlement of accounts for the previous year.
Article 29: AMENDMENTS TO THE BYLAWS
(1) Amendment to the bylaws of the Association shall be made at Ordinary or Extraordinary General Assembly Meetings. Members shall be notified of the proposal for amendment in the bylaws of the Association in writing at least 15 days before the meeting.
(2) Presence of two-thirds of the members who are entitled to attend General Assembly Meetings shall be sought for discussion of amendments to the bylaws. In the event that required quorum is not met in the first meeting, second meeting shall convene provided that attendance is not less than twice the number of principles members of Boards of Directors and Auditors. In addition, affirmative vote of at least two-thirds of the attendees shall be required for any amendments to the bylaws of the Association.

 

Article 30: TERMINATION AND LIQUIDATION OF THE ASSOCIATION 
(1) The General Assembly of the Association may resolve for termination of the Association at any time.
(2) For General Assembly to resolve for termination of the Association, at least two-thirds of members entitled to attend the General Assembly must be present.
(3) If such quorum is not met, the members shall be called for a second meeting as per Article 9. No quorum shall be sought for discussion of termination at the second meeting. However, the number of members attending the second meeting may not be less than twice the full membership of Boards of Directors and Auditors.(4) For adoption of a termination resolution, affirmative vote of two-thirds of those attending the meeting is required. The votes on termination decision at the General Assembly shall be cast openly.

 

(5) The Board of Directors shall notify the Local Administrative Authority of the termination decision in writing within five days following the date of the decision.
(6) In case of termination, all assets, funds and rights of the Association shall be transferred by General Assembly resolution to another association or organization matching the determined objectives. Local Administrative Authority of where the headquarters of the Association is located shall be notified of the situation in writing by the liquidation committee within seven days following the completion of liquidation and transfer of funds, goods and rights of such associations and liquidation minute shall be attached to this letter.

 

(7) Termination and transfer of assets shall be carried out as per the instructions of the Local Administrative Authority.

 

(8) The General Assembly of the Association may resolve for termination of the Association at any time. For General Assembly to resolve for termination of the Association, at least two-thirds of members entitled to attend the General Assembly must be present. If such quorum is not met in the first meeting, the members shall be called for a second meeting. However, resolution for termination must be adopted by two-third majority of attending members and delegates under any circumstances.

Article 31: GENERAL PROVISIONS
The provisions relating to associations of Associations Act, Turkish Civil Code and Associations Regulation and other relevant legislation issued in reference to these Laws shall apply for the matters not covered by these bylaws.

 

2016 Legislation Booklet released (In Turkish)
Any laws, regulations, announcements, notifications and decisions regarding the sector are all covered in the updated Legislation Booket issued by PETDER. You may access the Legislation Booklet via our website and also our smart-phone application.