Founding Charter

PART 1 – IDENTITY AND PURPOSE

Article 1. NAME

The name of the Association is “Deniz Hukuku Araştırmaları Derneği” (The Sea and Maritime Law Research Association), and it shall be referred to by the abbreviation “LexMaris”.

Article 2. HEADQUARTERS

The headquarters of the Association is at the address: Kazım Özalp Mahallesi, Karaca Sokak, No. 22/5, GOP, Çankaya, Ankara.

Article 3. DEFINITIONS

The following terms, as used in this Charter, shall have the meanings set forth opposite them unless otherwise specified:

(1) Association: The Sea and Maritime Law Research Association;

(2) Director: Director of the Board of Directors of the Association;

(3) General Assembly: General Assembly of the Association;

(4) Member: Member of the Association;

(5) Founding Member: Member who signed this Charter at the establishment stage;

(6) Advisory Member: Advisory member of the Association;

(7) Year: Twelve-month period beginning on July 1 and ending on June 30 of the following year;

(8) Board of Directors: Board of Directors of the Association;

(9) Member of the Board of Directors: Member of the Board of Directors of the Association;

(10) Board of Auditors: Board of Auditors of the Association;

(11) Member of the Board of Auditors: Member of the Board of Auditors of the Association

Article 4. PURPOSE

The purpose of the Association is to contribute to the development of sea and maritime law through scientific activities and research; to promote the fundamental principles of Turkish sea and maritime law abroad; to evaluate the applicability of internationally recognized rules of sea and maritime law in Türkiye; and to examine and safeguard Türkiye’s legitimate rights and interests, primarily in the seas along its coasts and, beyond that, across all the world’s seas.

Article 5. FIELDS AND FORMS OF ACTIVITY OF THE ASSOCIATION

In accordance with its purpose, the Association shall engage in scientific activities in the field of sea and maritime law in the following areas:

(1) Maritime Areas

(a) The delimitation of maritime boundaries and settlement of disputes concerning such delimitation

(b) Internal waters

(d) Island and archipelagic waters

(e) Straits used for international navigation

(f) Contiguous zone

(g) Continental shelf

(h) Exclusive economic zone

(i) High seas

(j) Area

(k) Polar waters

(l) Particularly sensitive sea areas

(m) Search and rescue regions

(n) Marine spatial areas

(o) Other maritime zones

(2) Maritime Activities

(a) Ship operations (shipping)

(b) Exploitation of non-living natural resources at sea

(d) Utilization of historical and cultural assets at sea

(e) Operation of submarine cables

(f) Operation of pipelines at sea

(g) Operation of tunnels at sea

(h) Operation of artificial islands and installations at sea

(i) Operation of ports and other coastal structures

(j) Marine scientific research

(k) Protection of the marine environment

(l) Maritime tourism

(m) Water sports

(n) Settlement of disputes arising from maritime activities

(o) Other maritime activities

In order to achieve its founding purpose, the Association shall carry out research activities in the above-mentioned fields in the following forms, and for this purpose it shall cooperate, in accordance with legislation, with national and international institutions and organizations engaged in the same or similar fields:

(1) Publishing

(2) Preparing reports

(3) Providing consultancy

(4) Conducting projects or participating in projects

(5) Organizing meeting or attending meetings

(6) Carrying out educational activities or participating in educational activities

Article 6. FIELD OF ACTIVITY

The Association carries out its activities, as set forth in Article 5 of this Charter, not only in Türkiye but also worldwide, in view of the international character of sea and maritime law.

PART 2 – MEMBERSHIP

Article 7. MEMBERSHIP

a) Membership Qualifications

Persons over the age of 18 with legal capacity, who are of good character, honest, respected in business, profession, or social life, who do not have any impediment to membership under the Law on Associations, and who are deemed competent and willing to serve the founding purpose of the Association, may apply for membership upon the proposal of three members of the Association, one of whom must be a founding member. Each member admitted to the Association shall be deemed to have accepted to make efforts to serve the purposes of the Association.
Public officials may become members of the Association to the extent permitted by the legislation governing their institutions, provided they meet the above conditions.

b) Foreign Nationals

Foreign nationals may become members of the Association if they possess the right to reside in Türkiye, in addition to fulfilling the conditions required of Turkish citizens. This requirement shall not apply to advisory members.

c) Membership Rights

(1) With the approval of the Board of Directors, to use the title of the Association and to engage in the activities listed in Article 5 of this Charter in line with its purpose

(2) To exercise the right to elect and be elected to the organs of the Association

(3) To propose candidates for membership under the conditions set out in Article 7(a) and to object with justification to proposed members

(4) To vote, submit proposals, and present motions at ordinary and extraordinary general assembly meetings

(5) To exercise other rights provided under the Turkish Civil Code and the Law on Associations

(6) To resign from the Association by written notice

d) Membership Obligations

(1) To attend ordinary and extraordinary general assembly meeting

(2) To carry out the tasks assigned by the Board of Directors

(3) To fulfill financial obligations set out in the Charter

(4) To inform the Director and Board of Directors if a legal impediment to membership arises

(5) To fulfill other obligations imposed by the Turkish Civil Code and the Law on Associations

Article 8. TYPES OF MEMBERSHIP

a) Full Membership

A member who has accepted all obligations of membership and enjoys full membership rights. A member who has resigned may be re-admitted

b) Advisory Membership

Persons engaged in activities within the scope of the Association’s purpose may be elected as advisory members by decision of the Board of Directors, and their membership may be terminated in the same manner. Advisory members do not pay dues and cannot vote; however, they may attend the General Assembly and all activities and may submit proposals.

Article 9. TERM OF MEMBERSHIP

Membership continues as long as the legal personality of the Association exists, unless one of the circumstances listed in Article 13 of this Charter that terminates membership occurs.

Article 10. ADMISSION TO MEMBERSHIP

Written applications for membership submitted to the Board of Directors by persons who are not prohibited by law from becoming members and who meet the membership requirements set forth in Article 7(a) of this Charter shall be considered by the Board of Directors and decided upon within no more than thirty days, either by acceptance into membership or rejection of the application, and the result shall be notified in writing to the applicant. Until the date of the first General Assembly meeting of the Association, it is necessary to register members in a number not less than that required to constitute the full number of principal and substitute members of the Board of Directors and the Board of Auditors as specified in this Charter.

Those whose admission has been approved by resolution of the Board of Directors and recorded in the resolution book shall become members of the Association. The date and number of the admission decision, together with the member’s identity information and membership dues, shall be entered into the membership register.

The Association is obliged to notify the association unit of the district where its headquarters is located, within forty-five days from the date of admission or termination, of the name, surname, date of birth, and identification number of those admitted to membership and of those whose membership has ended.

Article 11. TERMINATION OF ASSOCIATION MEMBERSHIP

Members who withdraw or are expelled pursuant to this Article may not assert any rights over the assets of the Association. Withdrawal from membership does not extinguish the member’s outstanding debts to the Association.

a) Resignation

A member who wishes to resign from the Association shall notify the Board of Directors of this request in writing. Once the resignation letter reaches the Board of Directors, the resignation process shall be deemed completed.

b) Legal Obligation

If a member loses the right to be an association member due to legal reasons and by court decision, the membership of such person shall be terminated by a resolution taken at the first meeting of the Board of Directors following the notification of this circumstance

c) Non-Attendance

The membership of a member who, without excuse, fails to attend two consecutive General Assembly meetings may be terminated by resolution of the General Assembly.

d) Failure to Comply with Decisions of the General Assembly and Board of Directors

The membership of a member may be terminated by resolution of the General Assembly due to failure to comply with the decisions of the General Assembly or the Board of Director.

e) Non-Payment of Dues

If a member fails to pay their dues within thirty (30) days from the specified date, the Director shall send a written warning to the member’s last known address. If the dues are not paid within ten (10) days from the date of such notice, the Board of Directors may terminate the member’s membership. A member whose membership has been terminated for this reason may be re-admitted to the Association only upon payment of all outstanding debts.

PART 3 – ORGANS OF THE ASSOCIATION

Article 12. GENERAL ASSEMBLY

The General Assembly is the supreme organ of the Association and consists of the registered members of the Association

a) Time of Meeting and Quorum

The General Assembly shall convene once every three years, in the month of June, at a place and time determined by the Board of Directors.

b) Procedure for Convening

(1) The Board of Directors shall prepare the list of members entitled to attend the General Assembly in accordance with the Charter.

(2) Members entitled to attend the General Assembly shall be invited to the meeting at least fifteen days in advance, by announcing on the Association’s website the date, time, place, and agenda of the meeting, or by sending a message to the e-mail address provided by the member.

(3) In this call, it shall also be stated on which date, time, and place the second meeting will be held if the first meeting cannot be held due to lack of quorum.

(4) The interval between the first and second meetings may not be less than seven days nor more than sixty days. If the meeting is postponed for any reason other than lack of quorum, such postponement, including the reasons for it, shall be announced to the members in accordance with the procedure for convening the first meeting.

(5) The second meeting must be held within six months at the latest from the date of postponement. Members shall be invited to the second meeting again in accordance with the principles set out in paragraph (1). A General Assembly meeting may not be postponed more than once.

c) Procedure of the Meeting

(1) The General Assembly convenes with the participation of an absolute majority of the members entitled to attend; in cases of amendment of the Charter and dissolution of the Association, however, the participation of two-thirds is required. If the meeting is postponed due to lack of quorum, no quorum shall be required at the second meeting.

(2) The list of members entitled to attend the General Assembly shall be available at the meeting venue. The official identity documents issued by public authorities of the members entering the meeting place shall be checked by members of the Board of Directors or officials appointed by the Board of Directors. Members shall sign next to their names on the attendance list prepared by the Board of Directors to enter the meeting.

(3) If the quorum is reached, this shall be confirmed by a written record, and the meeting shall be opened by the Director of the Board of Directors or by one of the board members designated by the Director. If the quorum is not reached, a written record shall also be drawn up by the Board of Directors.

(4) After the opening, a presiding committee shall be formed by electing a chair of the session and a secretary. The management and security of the meeting rest with the session chair.

(5) At the General Assembly, only the items on the agenda shall be discussed. However, matters requested in writing by one-tenth of the members present shall also be included in the agenda and discussed.

(6) Each member has one vote at the General Assembly; a member must cast their vote in person. In the case of a legal entity being a member, its representative shall vote.

(7) Advisory members may attend General Assembly meetings and speak but shall not have the right to vote.

(8) The matters discussed and the decisions taken at the meeting shall be recorded in minutes and signed jointly by the chair of the session and the secretaries. At the end of the meeting, the minutes and other documents shall be delivered to the Director. The Director is responsible for safeguarding these documents and for delivering them to the newly elected Board of Directors within seven days.

d) Voting and Decision-Making Procedures and Principles of the General Assembly

Unless otherwise decided, resolutions at the General Assembly shall be voted openly. Decisions of the General Assembly shall be taken by an absolute majority of the members present. However, resolutions on amendments to the Charter and dissolution of the Association shall only be adopted by a two-thirds majority of the members present at the meeting.

e) Resolutions Taken Without a Meeting or Call

Resolutions taken with the written participation of all members without convening and resolutions taken by all members coming together without complying with the convening procedures specified in this Charter shall be valid as resolutions of an extraordinary General Assembly. Such resolutions, however, do not substitute for an ordinary General Assembly meeting.

f) Extraordinary General Assembly Meeting

In cases deemed necessary by the Board of Directors or the Board of Auditors, or upon a written request of one-fifth of the members on the same matter, the General Assembly shall be convened for an extraordinary meeting by the Board of Directors within no more than one month. The call and conduct of the extraordinary General Assembly shall follow the procedures of an ordinary General Assembly meeting. At an extraordinary General Assembly meeting, only the items on the meeting agenda shall be discussed and decided upon. However, with the written proposal of at least one-tenth of the members present, additional items may be placed on the agenda. Resolutions at extraordinary General Assembly meetings shall be taken under the same conditions as at ordinary General Assembly meetings.

Article 13. DUTIES AND POWERS OF THE GENERAL ASSEMBLY

(1) Election of the organs of the Association,

(2) Amendment of the Charter,

(3) Discussion of the reports of the Board of Directors and the Board of Auditors, the income and expense accounts, and the discharge of the Board of Directors and the Board of Auditors separately,

(4) Discussion of the estimated budget prepared for the next term and its adoption as is or with amendments,

(5) Decision on the purchase of immovable property necessary for the Association or the sale of existing immovable property, and granting authorization to the Board of Directors in this regard,

(6) Decision on the Association’s participation in international activities, its membership in organizations within Türkiye and abroad or withdrawal therefrom, and granting authorization to the Board of Directors in this regard,

(7) The Association’s joining a federation or withdrawing from a federation,

(8) Taking decisions related to the objectives and fields of activity of the Association,

(9) Dissolution of the Association,

(10) Fulfillment of other duties prescribed by legislation and this Charter to be carried out by the General Assembly,

(11) Examination and decision on other proposals of the Board of Directors

(12) Expulsion from membership,

(13) As the supreme organ of the Association, decision on other matters not assigned to another organ of the Association.

Madde 14. NOTIFICATION OF GENERAL ASSEMBLY RESULTS

Within forty-five days following ordinary or extraordinary general assembly meetings, the “Notification of the General Assembly Results” (as set forth in Annex-3 of the Associations Regulation), including the principal and substitute members elected to the boards of directors, boards of auditors, and other organs, shall be submitted to the local authority.

In cases where amendments to the Charter are made at the general assembly meeting; the minutes of the general assembly meeting, the old and new versions of the amended articles of the Charter, and the final version of the Charter signed on each page by the absolute majority of the members of the Board of Directors shall be submitted to the local authority within the period specified in this paragraph.

The following shall be attached to this notification:

a) A copy of the minutes of the general assembly meeting signed by the session chair, the vice chairs, and the secretaries, and

b) If amendments to the Charter have been made, a copy containing the old and new versions of the amended articles and the final version of the Charter, each page signed by the Board of Directors.

The Notification of the General Assembly Results and its annexes shall be submitted in two copies.

The Notification of the General Assembly Results may also be submitted by a member of the Board of Directors authorized by the Board of Directors. The Director is responsible for failure to make the notification.

If the Association has ballot boxes, the results notification concerning its ballot boxes shall be submitted to the local authority in accordance with the procedure set forth in this article.

The conformity of the Notification of the General Assembly Results and its annexes with the legislation shall be examined by the associations units. If there are deficiencies or errors, the Association shall be requested to remedy them. In case of failure to remedy the deficiencies or errors, or if acts constituting a criminal offense are detected, the necessary legal action shall be taken.

Article 15. BOARD OF DIRECTORS

The Board of Directors shall carry out all legal transactions of the Association on behalf of the Association and shall manage all its members, officers, and service committees.

a) Composition

The Board of Directors shall consist of 5 (five) principal members and 5 (five) substitute members. The term of office of the Board of Directors is 3 (three) years. The Association shall be represented by the Board of Directors. It shall perform the duties and exercise the powers conferred by the Law on Associations, the Charter, and the general assembly.

Even if the periods specified in Article 53 of the Turkish Penal Code No. 5237 have elapsed or the conviction has been pardoned; those convicted of offenses under the Law No. 6415 on the Prevention of the Financing of Terrorism, dated 7/2/2013, as well as of the offenses of manufacturing and trafficking narcotic or psychotropic substances or laundering property values derived from crime under the Turkish Penal Code, shall be dismissed from membership of the Board of Directors. In case members elected to the Board of Directors are convicted of such offenses after their election, their term of office shall terminate. The provisions of this paragraph shall not apply if a decision is made for the reinstatement of prohibited rights

b) Meetings and Decisions

(1) The Board of Directors shall convene at least once a month.

(2) The quorum for meetings and decisions in the Board of Directors is the majority of the full number of members of the Board of Directors.

(3) Decisions of the Board of Directors must be communicated in writing to all members of the Association within 60 days.

(4) On matters relating to the Association, the decisions of the Board of Directors are final and may only be appealed at the General Assembly.

Article 16. BOARD OF AUDITORS

a) Composition

The Board of Auditors shall consist of 3 (three) principal and 3 (three) substitute members elected by the general assembly.

Even if the periods specified in Article 53 of the Turkish Penal Code No. 5237 have elapsed or the conviction has been pardoned; those convicted of offenses under the Law No. 6415 on the Prevention of the Financing of Terrorism, dated 7/2/2013, as well as of the offenses of manufacturing and trafficking narcotic or psychotropic substances or laundering property values derived from crime under the Turkish Penal Code, shall be dismissed from membership of the Board of Auditors. In case members elected to the Board of Auditors are convicted of such offenses after their election, their term of office shall terminate. The provisions of this paragraph shall not apply if a decision is made for the reinstatement of prohibited rights.

b) Election of Members

The general assembly shall elect the principal and substitute members of the Board of Auditors by secret ballot. The Board of Auditors shall elect one of its members as chair.

c) Duties and Powers

The Board of Auditors shall carry out its auditing duties in accordance with the principles and procedures set out in this Charter at intervals not exceeding six months, and shall submit the results of the audit in a report to the Board of Directors and to the general assembly when convened.

d) Internal Audit

In the Association, internal audits may be carried out by the General Assembly, the Board of Directors, or the Board of Auditors, as well as by independent audit firms.

The General Assembly or the Board of Directors may, when deemed necessary, conduct an audit or have an independent audit firm carry out an audit.

The fact that an audit has been conducted by the General Assembly, the Board of Directors, or independent audit firms shall not relieve the Board of Auditors of its obligations.

The Board of Auditors shall examine whether the Association operates in line with the purposes stated in this Charter and the activities to be carried out for their realization, whether the books, accounts, and records are kept in compliance with the legislation and the Charter, and shall perform audits at intervals not exceeding one year. The results of the audits shall be submitted in a report to the Board of Directors and to the General Assembly when convened.

Article 17. BOARD OF DIRECTORS AND GENERAL ASSEMBLY MEETINGS IN ELECTRONIC ENVIRONMENT

Pursuant to Article 2 of the Supplementary Provisions of the Associations Law No. 5253 and Article 15/A of the Associations Regulation, which allow associations to hold General Assembly and Board of Directors meetings in electronic environment, the Association may decide to hold meetings of the Board of Directors and the General Assembly electronically, provided that both the existence of extraordinary circumstances and the necessity thereof are present.

The decision of the Board of Directors regarding the convening of the General Assembly, as well as the announcement of the General Assembly, shall indicate the method by which the meeting will be conducted.

All procedures and principles applicable to the physical convening of General Assembly and Board of Directors meetings under the Turkish Civil Code No. 4721, the Associations Law No. 5253, the Associations Regulation, and the Charters of associations shall also apply to meetings held in electronic environment.

Decisions of the Board of Directors taken in electronic environment shall be stored electronically with date and serial number, separately from the board of directors’ decision book maintained in physical form.

The Association must ensure that all procedures applicable to physical meetings—such as establishing the presiding committee, voting, speaking, submitting motions, and similar processes—can also be carried out electronically, and that it possesses systems with adequate design, backup, and archiving capacity in compliance with legislation.

Members participating in the General Assembly or Board of Directors meetings held electronically shall be required to access the system by using a secure electronic signature or a two-factor authentication system. The electronic systems to be used must have the design, backup, and archiving capacity necessary to allow for the conduct of all procedures applicable in physical meetings—such as establishing the presiding committee, voting, speaking, submitting motions, and similar processes—in electronic environment, and must also ensure adequate network and system security against unauthorized access and attacks.

Meetings of the Association may only be held through electronic systems deemed appropriate and approved by the Ministry’s Directorate General of Information Technologies. Data to be processed in such systems must be processed and stored in compliance with the relevant provisions of the Law No. 6698 on the Protection of Personal Data, dated 24/3/2016.

Sanctions applicable in cases where meetings held physically are conducted in violation of legislation shall likewise apply to meetings held electronically.

Article 18. BRANCHES AND REPRESENTATIVE OFFICES

The Association has no branches or representative offices. The Board of Directors may, in accordance with applicable legislation, establish branches and representative offices.

Article 19. COMMITTEES

The following committees shall operate within the Association:

(1) Committee

(2) Project Committee

(3) Meeting Committee

(4) Corporate Communication and Cooperation Committee

Where deemed necessary, additional committees may be established by resolution of the Board of Directors.

PART 4 – REVENUES AND RECORDS

Article 20. REVENUES

a) Annual Membership Fee

The amount and method of collection of the “Entrance Fee” and annual membership fee to be paid by members shall be determined each year at the ordinary meeting of the General Assembly.

b) Operating Revenues

Revenues obtained from meetings, conferences, seminars, training programs, shows, excursions, publications, lotteries, entertainment events, balls, concerts, exhibitions, fairs, weekly ordinary meeting dinners, projects, and similar activities organized or attended by the Association.

c) Revenues from the Assets of the Association

Revenues generated through sale, leasing, or other means of disposal of the Association’s assets.

d) Donations and Contributions

Revenues derived from donations and contributions made by members and other individuals or entities, as well as donations and contributions collected in compliance with the provisions of the legislation on fundraising.

e) Authority to Transfer Between Budget Items

Provided that authority is obtained from the General Assembly, the Board of Directors may transfer collected funds between budget items..

Article 21. BOOKS AND DOCUMENTS

a) General Principles

The Association is obliged to keep the certified books listed below. It is mandatory that the books and records be kept in Turkish. Books shall be written with an ink pen. Books may also be kept in electronic form. However, books to be kept in the form of forms or continuous forms may be used only after each page has been numbered and certified before use. After the certified pages are used, they shall be bound together as a book and preserved. If numbers and words recorded are incorrect, corrections may only be made by striking through the incorrect number or word so that it remains legible, and writing the correct one above, beside, or in the relevant account. When an incorrect number or word is struck through, it shall be initialed by the person making the correction. An entry recorded in the books cannot be rendered illegible by scraping, crossing out, or erasing.

Except for the section left at the end of the page of the resolution book for signatures, the lines of the books cannot be left blank or skipped without being drawn through. In bound books, the pages of the book cannot be detached from the binding. The order of the certified form or continuous form sheets cannot be changed, and they cannot be torn.

Documents belonging to associations shall be numbered in accordance with their order of entry in the book, filed, and preserved.

b) Books to be Kept in Writing

The Association shall keep the following written books.

aa) Books to be kept on the basis of the operating account and the principles to be followed are as follows:

1) Resolution Book: The decisions of the Board of Directors shall be written in this book in chronological and numerical order, and the decisions shall be signed by the members attending the meeting.

2) Membership Register: The identity information of those who become members of the Association, as well as their dates of entry and exit from the Association, shall be recorded in this book. The amounts of entrance and annual membership fees paid by the members may also be recorded in this book.

3) Correspondence Register: Incoming and outgoing documents shall be recorded in this book with their date and sequence number. Originals of incoming documents and copies of outgoing documents shall be filed. Documents received or sent by electronic mail shall be preserved by printing them out..

4) Operating Account Book: The revenues received and the expenditures made on behalf of the Association shall be clearly and regularly recorded in this book.

bb) Books to be kept on the basis of balance sheet and the principles to be followed are as follows:

1) Associations keeping books on the basis of balance sheet shall also keep the books listed in subparagraphs 1, 2, and 3 of paragraph (aa).

2) Journal and General Ledger: The method of keeping these books and the form of records shall be in accordance with the provisions of the Tax Procedure Law and the General Communiqués on the Accounting System issued pursuant to the authority granted by this Law to the Ministry of Treasury and Finance.

Among the books listed above, the journal, the general ledger, and, where applicable, the inventory book may also be kept electronically, provided that it is not contrary to the provisions of this Regulation, in accordance with the procedures and principles specified in the communiqués issued jointly by the Ministry of Treasury and Finance and the Ministry of Trade. Other books may also be kept electronically using software created or authorized by the Ministry.

c) Certification of Books

The Association, which will use the books specified in the Associations Regulation, shall have them certified by the provincial directorate or a notary before starting to use them, except for books to be kept in electronic form. These books shall continue to be used until all pages are exhausted, and intermediate certification of the books shall not be made. However, the Journal shall be re-certified each year in the last month preceding the year in which it will be used. Certification of the General Ledger is not mandatory.

For each certified book, a separate certification number shall be given. A Certification Annotation Form, the format of which is set out in Annex-11 of the Associations Regulation and kept in electronic form, containing the name of the Association, registry number, place of residence, type of book, number of pages, date of certification, certification number, and the official seal and signature of the certifying authority, shall be filled in and affixed to the first page of the book, with its corners sealed by the certifying authority. On the last page of the book, the total number of pages, certification date, and number shall be indicated, and it shall be sealed and signed by the certifying authority.

Each page of the books shall be checked for sequential numbering and stamped.

The provincial directorate shall record the information regarding the books it has certified in the Certification Register, the sample of which is provided in Annex-12 of the Associations Regulation and which is kept in electronic form.

d) Procedure for Income and Expenditure Documents

Association revenues are collected with a “Receipt” and expenditures are made with documents in accordance with the Tax Procedure Law or with an “Expenditure Document.” Official versions of these documents shall be used. The receipt must include the full identity and signature of the person making the payment or donation. If the revenue is deposited into the Association’s bank account, a “Receipt” is not additionally issued.

e) Time of Recording

Transactions shall be recorded in the books on a daily basis. However, revenue and expenditure records;

(1) Must be recorded within a period appropriate to the volume and requirements of the work, without disrupting the accounting order and security. Such records shall not be delayed for more than ten days.

(2) In associations that continuously maintain their records on documents such as accounting slips and payrolls bearing the signature and initials of authorized officers, the recording of transactions in these documents shall be deemed equivalent to recording in the book. However, these records shall not permit the transfer of transactions to the main books later than forty-five (45) days. If the association’s books are requested for audit purposes, the records must be entered without waiting for the expiration of the forty-five-day period.

f) Fiscal Year

The fiscal year of the Association is the calendar year. The fiscal year begins on January 1 and ends on December 31. During the establishment phase, the fiscal year begins on the date of establishment and ends on December 31.

g) Interim Certification of Books

Associations that will use the books specified in the Regulation, except for those to be kept in electronic form, shall have them certified by the provincial directorate or a notary before starting to use them. These books shall continue to be used until all pages are exhausted, and no interim certification shall be made. However, the Journal shall be re-certified each year in the last month preceding the year in which it will be used. Certification of the General Ledger is not mandatory.

Article 22. PRINTING OF RECEIPTS

a) Form of Receipts

The Receipts to be used for the collection of Association revenues shall be printed in the form and size shown in Annex-17 by decision of the board of directors. Provided that they contain the information specified in Annex-17, Receipts may also be issued electronically by using software created or authorized by the Ministry.

b) Control of Receipts

The treasurer member shall check the serial and sequence numbers of the printed Receipts and whether there are any defects in other printing works. If any books or forms are found to be defective during the inspection, they shall be returned and replaced with the same quantity of new ones. Receipts shall be received from the printing house by the treasurer member with a written record.

c) Use of Receipts

Receipts shall be delivered by the treasurer members against signature to those authorized to collect revenues and shall be taken back against signature after use.

Receipts shall be filled out legibly, without erasures or scraping, using a fixed-ink hard or ballpoint pen. The original sheet shall be torn off and given to the payer, while the stub shall remain in the book. If a mistake is made during issuance, the defective document sheet shall not be given to the payer. The word “CANCELLED” shall be written on both the original and stub sheets, and both shall remain in the book without being torn off.

Receipts printed in the form of continuous forms shall be completed through electronic systems, whereupon the original shall be given to the payer and the copy shall be kept in the file.

Article 23. ISSUANCE OF AUTHORIZATION CERTIFICATE

Except for principal members of the Board of Directors, the person or persons who will collect revenues on behalf of the Association shall be determined by a resolution of the Board of Directors, with the period of authorization also specified. The “Authorization Certificate,” which contains the full identity, signature, and photographs of the persons authorized to collect revenues and which is set out in Annex-19 of the Associations Regulation, shall be issued by the Association in two copies and approved by the president of the Board of Directors of the Association. Principal members of the Board of Directors may collect revenues without an authorization certificate.

The duration of authorization certificates shall be determined by the Board of Directors for a maximum of one year. Expired authorization certificates shall be renewed in accordance with the first paragraph. In cases such as expiration of the authorization certificate, resignation, death, dismissal, or termination of the person to whom the authorization certificate was issued, or in cases where it is determined that the Association has dissolved itself or has been liquidated, the issued authorization certificates must be returned to the Board of Directors of the Association within one week. In addition, the authorization to collect revenues may be revoked at any time by a resolution of the Board of Directors.

Article 24. REVENUE AND EXPENDITURE TRANSACTIONS

Association revenues shall be collected with a receipt. In cases where the Association’s revenues are collected through banks, documents such as receipts or account statements issued by the bank shall be considered equivalent to a receipt.

Persons authorized to collect revenues on behalf of the Association shall deliver the money they have collected to the Association treasurer within thirty days or deposit it into the Association’s bank account. However, in cases where the collection exceeds 5,000 Turkish Lira, the money collected shall be deposited into the Association’s bank account within no later than two business days without waiting for the thirty-day period.

The amount of cash that may be kept in the Association’s cash desk shall be determined by the board of directors, taking into account the needs.

Association expenditures shall be made with expenditure documents such as invoices, retail sales receipts, or self-employment receipts. However, for payments falling under Article 94 of the Income Tax Law No. 193 dated 31/12/1960, an expense note shall be issued in accordance with the provisions of the Tax Procedure Law No. 213 dated 4/1/1961. For payments not falling within this scope, documents such as the Expense Receipt in Annex-13 or a bank receipt shall be used as expenditure documents.

In-kind transfers of goods and services free of charge by associations to individuals, institutions, or organizations shall be carried out with the In-kind Aid Delivery Certificate contained in Annex-14 of the Associations Regulation. In-kind transfers of goods and services free of charge to associations by individuals, institutions, or organizations shall be accepted with the In-kind Donation Receipt contained in Annex-15 of the Associations Regulation.

These documents shall be printed by the associations in the format and size shown in Annex-13, Annex-14, and Annex-15 of the Associations Regulation, bearing consecutive series and sequence numbers, in booklets consisting of fifty originals and fifty stubs with self-carbon copies, or in the form of forms or continuous forms to be printed through electronic systems and typewriters. It is mandatory for the documents printed in the form of forms or continuous forms to have the specified qualifications.

The number of documents printed and their series and sequence numbers must be reported by the printing houses to the local administrative authority within fifteen days. This notification may also be made electronically through the Associations Information System (DERBIS).

Except for books, receipts, expenditure documents, and other documents used by associations shall be preserved for five years, in accordance with the numerical and chronological order in which they are recorded in the books, without prejudice to the periods specified in special laws.

If the Association keeps records on the basis of the operating account method, it shall prepare an “Operating Account Statement” at year-end (31 December) in the format shown in Annex-16 of the Associations Regulation.

If the Association keeps books on the balance sheet basis, it shall suffice to prepare a balance sheet and income statement at year-end (31 December) in accordance with the General Communiqués on Accounting System Application published by the Ministry of Finance.

Article 25. OBLIGATION TO SUBMIT DECLARATIONS

The Director of the Association’s Board of Directors is obliged to submit the Association Declarations (Annex-21 of the Associations Regulation) pertaining to the previous year to the local administrative authority within the first four months of each calendar year.

In provincial centers and in districts within the boundaries of metropolitan municipalities, one copy of the association declarations shall be submitted; in other district centers, two copies shall be submitted.

SECTION 5 – GENERAL PROVISIONS

Article 26. BORROWING PROCEDURES OF THE ASSOCIATION

In case of need, in order to achieve its objectives and carry out its activities, the Association may borrow upon the decision of the General Assembly. This borrowing may be in the form of purchasing goods and services on credit, as well as in cash. However, such borrowing may not be made in amounts that cannot be covered by the Association’s sources of income and may not be of a nature that would place the Association in financial difficulty.

Article 27. NOTIFICATION OF CHANGES

The Association is obliged to notify the local administrative authority within forty-five (45) days of any change in its registered address by filling out the “Notification of Change of Address” contained in Annex-24 of the Regulation on Associations; and of any change in the Association’s organs, outside of General Assembly meetings, by filling out the “Notification of Change in Association Organs” contained in Annex-25 of the Regulation on Associations.
If the Association is located in districts other than those within the boundaries of a metropolitan municipality, these documents shall be submitted in two copies.

Amendments made to this Charter shall also be notified to the local administrative authority within forty-five (45) days following the General Assembly meeting at which the amendment was made, by submitting the “General Assembly Results Notification” contained in Annex-3 of the Regulation on Associations.

Article 28. NOTIFICATION OF IMMOVABLE PROPERTIES

The Association shall notify the local administrative authority within thirty (30) days of the registration of immovable properties acquired by the Association at the land registry, by filling out the “Notification Form for Immovable Property” contained in Annex-26 of the Regulation on Associations.
If the Association is located in districts other than those within the boundaries of a metropolitan municipality, this form shall be submitted in two copies.

Article 29. COOPERATION WITH INTERNATIONAL ORGANIZATIONS

The Association, pursuing the objective of engaging in international activities, may cooperate in compliance with the applicable legislation with international associations, foundations, and academic institutions established abroad with the same purpose.

Article 30. DISSOLUTION AND LIQUIDATION OF ASSETS

The General Assembly may at any time decide on the dissolution of the Association. In order for the issue of dissolution to be discussed in the General Assembly, a quorum of 2/3 of the members entitled to attend the General Assembly is required. If the meeting is postponed due to the lack of quorum, no quorum is sought at the second meeting. However, the number of members attending this meeting may not be less than twice the total number of members of the management and supervisory boards. The majority required to adopt the dissolution decision is 2/3 of the votes of the members present at the meeting who are entitled to vote. The vote on the dissolution decision at the General Assembly shall be held openly.

When the General Assembly decides on dissolution, the liquidation of the Association’s money, property and rights shall be carried out by a liquidation board composed of the last members of the management board. These proceedings commence as of the date on which the General Assembly resolution on dissolution is taken or the situation of automatic termination becomes final.

During the liquidation period, the phrase “In Liquidation” shall be used in all transactions on behalf of the Association. The liquidation board is authorized and obliged to carry out the liquidation of the Association’s money, property and rights in accordance with the legislation from start to finish. This board first examines the accounts of the Association. During this examination, the books, receipts, expenditure documents, title deed and bank records and other documents belonging to the Association are identified, and its assets and liabilities are recorded in a report.

During the liquidation proceedings, the creditors of the Association are called, and if any assets exist, they are converted into cash and paid to the creditors. If the Association is a creditor, its receivables are collected. After the collection of receivables and the payment of debts, all remaining money, property and rights are transferred to the place determined by the General Assembly. If the General Assembly has not determined such a place, they shall be transferred to the association located in the same province which pursues the closest purpose to that of the Association and which has the highest number of members at the date of dissolution.

All procedures relating to liquidation shall be indicated in the liquidation report and the liquidation procedures shall be completed within three months, except for extensions granted by the local administrative authorities based on justified grounds.

Upon completion of the liquidation and transfer procedures of the Association’s money, property and rights, the liquidation board shall notify the local administrative authority of the location of the Association’s headquarters within seven days in writing, and attach the liquidation report to this notification.

The last members of the management board, in their capacity as the liquidation board, are responsible for keeping the books and documents of the Association. This duty may also be assigned to a member of the management board. The period for keeping these books and documents is five years.

Article 31. TEMPORARY MEMBERS OF THE BOARD OF DIRECTORS

The names, surnames, and distribution of duties of the three (3) persons elected from among the founding members to form the Temporary Board of Directors are as follows.

Director Hakan Karan

Treasurer Kübra Var Türk

Secretary Berilşah Karan

Article 32. FOUNDING MEMBERS

The names, surnames, addresses, nationalities and professions of the founding members of the Association are listed alphabetically below:

(1) Berilşah Karan

(2) Beyza Özturanlı Şanda

(3) Göktuğ Burucuoğlu

(4) Hakan Karan

(5) Han Tolga Taş

(6) Harun Keskin

(7) İhsan Cem Cebeci

(8) İsmail Ceyhun Balcıoğlu

(9) İzel Varan Samut

(10) Kübra Var Türk

(11) Özgenur Kara Balcı

(12) Mehmet Kerem Çevik

(13) Refia Nur Yağmur

(14) Sami Aksoy

(15) Nasıh Sarp Ergüven

(16) Seyhan Gül Yılmaz

(17) Umut Balcı