THE CHARTER OF THE “YANINDAYIZ” ASSOCIATION
THE NAME AND HEADQUARTERS OF THE ASSOCIATION
Article 1- The name of the association is “YANINDAYIZ DERNEĞİ (ASSOCIATION)”. For the sake of brevity shall hereinafter be referred to as the “Association”.
Article 2- The headquarters of the Association is located in İstanbul. The association has no branch offices.
THE PURPOSE OF THE ASSOCIATION
Article 3- YANINDAYIZ, with a fundamental understanding of universal human rights, is an association fully committed to democracy, secular constitutional state of law, respectful to the freedom of thought, belief and enterprise that aims to contribute to the necessary amendments to legal regulations and legal, regulatory and institutional framework as well as to the required transformation of institutions and social life together and to fight and struggle against the social gender inequality and discrimination based on sexual identity through awareness to be created in the society with more and active participation of males.
The purposes of the Association are as follows:
a. Preventing and stopping violence aimed at women and children;
Starting from the point of view that human life and dignity is a basic and fundamental for all human beings we will use our best endeavors to prevent and stop physical, mental, emotional, social and economic violence aimed at women and children and we will stand by and give support to the existing initiatives and organizations.
b. Raising awareness of social gender inequality
We will use our best endeavors to purify the language used in ranging from law books and schoolbooks to mass communication from the factors encouraging gender inequality and to develop an equilateral and fair language and we will stand by and give support to the existing initiatives and organizations.
c. Increasing the participation of women in decision-making processes
We will use our best efforts towards provision of equal opportunities for women to increase their participation and representation at all levels of decision-making in political, economic and public life without being subject to any discrimination, and to increase the proportion of seats held by women in national parliaments and the percentage of women members of parliament, women ministers and managers to 50 % as well as enhancing the legal achievements of women in particular in terms of the Civil Code and we will stand by and give support to the existing initiatives and organizations.
d. Equality of gender and opportunity in education
We will use our best endeavors towards women’s and girls’ access to and participation in all levels of education without any extra effort and cost, reducing the number of illiterate women and women who have not completed primary education to zero and elimination of barriers faced by women in accessing education and we will stand by and give support to the existing initiatives and organizations.
e. Egalitarian partnership in household work
We will design, develop and launch campaigns and projects for creating and/or raising awareness, targeting in particular men, seeking to have spouses share responsibilities in household work including but not limited to children rearing and caring elderly people and we will stand by and give support to the existing initiatives, campaigns, and projects.
f. Presence of more women in business life
We will use our best endeavors towards active participation of women at all levels of business life and economy, increase in women’s employment, access and promotion of women to middle and high management positions and access to and participation of women in decision-making processes, elimination of glass ceiling barriers faced by women and we will make an intensive effort to have the principle of equal remuneration to equal work become prevalent and to promote, support and encourage women entrepreneurship we will stand by and give support to the existing initiatives and programmes.
THE ACTIVITIES OF THE ASSOCIATION
Article 4- The Association may carry out all kinds of activities, in particular, those listed below to achieve the purposes set forth in Article 3 above:
- To enroll members into the Association, to organize and hold panels, social events, competitions, to form juries and to grant awards;
- To carry out or engage in any kind of activity that would enhance and strengthen the solidarity and cooperation between the members;
- To provide women with information on administrative, financial and legal issues, social rights, business and business life, information technology, electronic trade and developments in these areas;
- To assist and help women entrepreneurs with creative ideas to enable them to access technical and financial support in the areas they want to engage in;
- To make use of all kinds of printed, visual, audio and digital media to communicate its purposes and activities to achieve these purposes, to prepare and produce all kinds of media products, to establish platforms of all kinds based on information and communication technology such as websites and social media accounts, to form archives;
- To publish newspapers, magazines, brochures and periodicals, to carry out advertising and publicity activities both in the country and abroad to make its activities to be known and used by a wide range of audience;
- To cooperate with national and international private and public institutions, organizations, chambers of trade and industry, exchange commodities, professional organizations and associations, foundations, trusts, associations, cooperatives, federations, confederations or higher level agencies, unions or other associations of a similar nature which have already been established heretofore or may hereafter be established either directly or through their affiliated agencies, to make event partnerships and to organize and hold joint events, to become a member of any of the foregoing organizations or agencies, and to resign or withdraw from being a member;
- To accept conditional or unconditional domestic or international grants donations of money and wills
- To give grants and donations in cash or in kind to private and public institutions, organizations, chambers of trade and industry, exchange commodities, professional organizations and associations, foundations, trusts, associations, cooperatives, federations, confederations or higher level agencies, unions or other associations of a similar nature including those having the status of a public benefit organizations, and to receive, solicit and accept grants and donations in cash or in kind from any of the organizations, agencies or other associations listed above;
- To buy, purchase or otherwise acquire necessary moveable and immovable property and to acquire all rights in rem in the name of the legal personality of the association, to establish any kind of encumbrances including mortgages, pledges and liens on any immovable property owned by the association in case of necessity and to release of any such mortgage, lien, pledge or other encumbrances, to acquire right of use and occupation, or to operate, lease or to lease out any property owned or otherwise acquired by the association heretofore or hereafter to be acquired, to open and/or operate members clubs, local headquarters and other social facilities;
- To design and develop revenue-increasing projects in line with its objectives and purposes, to establish partnerships, commercial enterprises, foundations and charity funds and/or to make cooperation with any of the organizations enumerated above;
- To design and develop projects in line with its objectives and purposes, to raise funds for its projects, to manage these funds and to make all kinds of disposition on funds, to establish collaborations with other domestic and international non-governmental and/or civil society organizations to implement these projects, to form joint study and/or project groups or task forces in case of necessity and to grant the relevant non-governmental or civil society organization a portion of revenues to be generated from these projects;
- To establish platforms with other associations, foundations, trade unions and other non-governmental organizations of a similar nature inn business areas that are relevant to the purposes of the association and in those which are not prohibited by the applicable law to put a common purpose into practice by virtue of a resolution adopted by authorized bodies of the association;
- To become a founder of a federation or to become a partner in a federation to achieve its purposes and objectives by virtue of a resolution adopted by the General Assembly.
- To collect aids in accordance with the provisions of the law no 2860 on Collection of Aids and to accept and receive conditional or unconditional wills;
- To carry out joint activities and implement joint projects at international levels with organizations pursuing similar purposes and objectives, to become a partner in any such organization, to make cooperation these organizations and to take part in platforms to be established;
- To become a member or an event partner in international public and private organizations or institutions for the purposes of introducing, promoting, developing and/or continuing its activities;
- To open representative offices in places deemed appropriate or necessary by the Board of Director with the sole object of helping the Association to achieve its purposes;
- To organize and hold conferences, training activities, workshops and symposiums of an international nature or to provide its members with the opportunity to participate in international events whether as a participant or audience member for the purposes of introducing and promoting its activities and transferring the latest developments in its field of operation to Turkey;
- As a civil society organization to develop relationships with the public and civil society organizations, non-governmental organizations, academics and think-tanks and media organizations of the European Union and other countries, and to hold partnership events with these international organizations on key issues;
- To provide contents for reports to be prepared by international organizations and to participate in discussions or to organize meetings to this end;
- To exert efforts aimed at designing and developing an international network of working women in line with the purposes and objectives of the association;
- To conduct and engage in all types of communication, representation, coordination and information activities to inform the public opinion about the purpose and activities of the Association.
THE FOUNDING MEMBERS OF THE ASSOCIATION
Article 5- The names and surnames, professions and arts, residential addresses and Republic of Turkey Identification Card Numbers of the founding members of the Association are provided below.
THE EMBLEM OF THE ASSOCIATION
Article 6- The emblem of the Association shall be determined by the Board of Director. The emblem of the Association may not be distributed, sold or used for any purpose other than for what it is intended without the prior authorization of the Board of Director.
THE MEMBERSHIP OF THE ASSOCIATION
Article 7- Natural and juridical persons who have adopted the purposes and scope of activities of the Association set forth in Articles 3 and 4 above, respectively can become a member of the Association by virtue of the resolution of the Board of Director. A candidate for full membership must be introduced by two full members to become eligible for the full membership of the Association.
The Board of Director shall take its decision on the application for the membership within 30 days and the candidate shall be informed, in writing, of the final decision of the Board of Directors. The candidates whose application is approved shall be recorded and registered in the member register book to be kept for this purpose.
The decision of rejection of a membership application by the Board of Director shall be final and no appeal shall be lodged against it.
Article 8– Common Conditions for becoming a member of the Association:
- Must be at least 18 years of age and have legal capacity;
- Must not be deprived of the right of becoming a member to associations pursuant to the provisions of the Law no 5253 on Associations;
- Not to have been permanently dismissed or expelled from the membership of any association and permanently banned from becoming a member of associations for any reason other than not paying the membership dues;
- Employees who are working in the status of a civil servant in public organizations, institutions and agencies are required to obtain permission from the respective public organizations, institutions and agencies for which they work pursuant to the relevant articles of the Law on Associations provided that there is no contrary provision in the special laws to which their respective public organizations or institutions or agencies are subject;
- Not to have been convicted of an infamous crime;
- To have been proposed for membership of the association by two full members of the association subject to the final decision of the Board of Director.
Article 9- Rights of the Members : Members shall have the right to participate and take part in all activities of the Association, and the right to stand as a candidate and to become a candidate for any office, post or position in the Association and to attend the General Assembly meetings and to cast a vote in meetings and elections.
Article 10– Obligations of the Members- Every member has the obligation to use his/her best efforts in the performance of the activities for the achievement of the purposes and objectives of the Association, and to timely pay his/her membership dues, to foster and protect the common values of the Association and to comply with and adhere to the rules and common values of the Association.
THE TYPES OF MEMBERSHIPS
Article 11- There are three types of members of the Association:
- Natural Persons- They are the individuals who have assumed any kind of responsibility and obligation required of a member and those who exercise and enjoy their membership rights.
- Legal Entities (Juridical Persons) – They are legal entities including but not limited to all types of associations, foundations, companies and other organizations of a similar nature having purposes and objectives compatible with the goals and purposes of the Association.
Any legal entity which wants to become a member of the Association is required to file a membership application approved and signed by its Board of Director and accompanied by a resolution duly adopted by its Board of Director and if the membership application is approved then the said legal entity is required to notify the Association of the name of the person that will represent the legal entity in the Association.
Legal Entities shall be represented in the organs of the Association by a person appointed for that person by the respective Board of Director or a similar type of executive body and shall have a legal right to cast one vote in elections.
- Honorary Members: Honorary membership is granted to a person by the decision of the Board of Director for exceptional skills and efficiency, technical, administrative, professional, intellectual, moral or cultural contributions to the purposes, objectives and goals of the association at a national or international scale.
Honorary members can participate and take part in the Association’s activities but they shall have no voting rights and rights to stand for election. Honorary members are not required to pay membership fees, however they may grant donations if they wish at their own discretion. An honorary member is neither required to be a citizen of the Republic of Turkey nor required to reside in Turkey.
THE MEMBERSHIP PROCEDURES
Article 12- Every member is free to resign from the membership of the Association at any time he/she wishes to do so. No person may be forced to become or to remain a member of the Association.
Membership of any member who wishes to resign from his/her membership shall be terminated provided that the said member informs the Board of Director, in writing, of his/her wish to resign from his/her membership of the Association. However, a member whose membership is terminated shall remain liable to pay all outstanding membership fees due to the Association at the time of termination.
A member whose membership has been terminated may have his or her membership reinstated provided that he or she meets the conditions for becoming a member of the Association at the date of the new application.
Article 13- If any of the following events or circumstances occur on the part of the member, his or her membership may be terminated by virtue of the decision of the Board of Director:
- To cease to meet the eligibility criteria requirements to become a member as provided for in the applicable Law and this Charter;
- To refrain from participating and taking part in the activities of the association without excuse, failure to perform the duties assigned to him or her, refrain from fulfilling his/her duties without excuse;
- To fail to pay his/her membership fees for 2 periods despite a notice, in writing served on him/her;
- To fail comply with and/or adhere to the resolutions adopted by the General Assembly of the Association.
The respective member may appeal against any such decision of the Board of Director by giving notice, in writing, within 15 days from the date of the announcement of the Resolution. If the member’s appeal against the termination of his/her membership is received by the Board of Director before the date of the General Assembly, then the appeal shall be placed on the agenda of the first General Assembly to be held.
PROVISIONS REGARDING THE ORGANS OF THE ASSOCIATION
Article 14- The statutory organs of the Association are as follows:
- General Assembly
- Board of Directors
- Auditing Committee
Article 15- The General Assembly meetings and elections shall be held with the participation of the members of the Association registered in the member register book biennially in May. The General Assembly may be called for extra-ordinary meeting by the Board of Director whenever deemed necessary by the Board of Director or Auditing Committee, or at the written request of at least one-fifth of the members of the Association.
CALL FOR GENERAL ASSEMBLY MEETINGS
Article 16- The Board of Director shall prepare a list of members who are entitled to participate in the General Assembly meeting(s) according to the Charter of the Association.
The members who are entitled to attend the General Assembly meeting shall be invited to attend the General Assembly meeting at least fifteen days prior to the date of meeting, by publishing in a daily newspaper, serving a notice, in writing, on the respective member, sending an e-mail to the electronic mail address or texting a SMS to the (phone) number for communication as notified by the respective member or by using local broadcast media, by specifying the date, time, venue and agenda of the meeting.
In this call notice the date, time, and place for the resumption of the adjourned meeting shall be specified in case meeting is adjourned due to a lack of quorum required to hold the meeting. The period of time between the first and the adjourned meeting may not be less than seven days and more than sixty days.
If the meeting is adjourned for any reason other than a lack of quorum, it shall be duly communicated to the members in accordance with the call procedure for the first meeting also by indicating the reasons for adjourning the meeting. The second meeting must be held at the latest within 6 months following the date of the adjournment of the first meeting. The members who are entitled to attend the meeting shall be called again for the second meeting in accordance with the principles and rules provided for in the second paragraph.
The General Assembly meetings may only be adjourned once.
THE CONDITIONS TO BE SATISFIED TO HOLD GENERAL ASSEMBLY MEETINGS
Article 17- The General Assembly meetings shall be held in a place where the headquarters of the Association is located or at another place other than the place of the headquarters of the Association by virtue of a resolution adopted by the Board of Director.
At all General Assembly meetings one member more than one-half of the members who are entitled to attend the meeting and registered in the member register book shall constitute a meeting quorum. The meeting shall be adjourned if the quorum is not reached.
In the second meeting, an absolute majority is not required provided that the number of the members present at the meeting is not less than two times the total number of the members of the Board of Director and Auditing Committee.
THE METHOD FOR GENERAL ASSEMBLY MEETINGS
Article 18- A list of the members who are entitled to attend the General Assembly meeting shall be posted and made available for inspection and review at the venue where the meeting is to be held. The valid identification documents of the members issued by the competent governmental bodies or public agencies shall be checked by the members of the Board of Director or other officers to be appointed and authorized by the Board of Director. The members shall access to the meeting venue by signing against their names on the said list.
The members who fail to present their valid identification documents and/or to sign against their names on the said list and those who are not entitled to attend the General Assembly meeting shall not be provided access to the meeting venue. Those persons and other persons who are not a member of the Association may watch the meeting in the same room or if considered appropriate by the Board of Director in an adjoining room.
If the meeting quorum is reached, then this fact shall be documented in the minutes of the meeting and the meeting shall be opened by the President of the Board of Director or any of the members of the Board of Director appointed by the President of the Board of Director. If the meeting quorum is not reached, the Board of Director shall issue a report to document the situation.
Once the meeting is opened, a Presiding Committee will be formed to chair the meeting, by electing one presiding officer and sufficient number of deputy presiding officers and secretaries.
The Presiding Officer shall be responsible and authorized for the proper directors of the meeting as well as for ensuring its order.
Only those items which are placed on the agenda and communicated to the members who are entitled to attend the meeting shall be deliberated and discussed at the General Assembly meetings. However, notwithstanding the foregoing, at the written request of at least one-tenth of the members new or additional matters shall be added to agenda by the Presiding Committee.
THE ADOPTION OF RESOLUTIONS AT THE GENERAL ASSEMBLY
Article 19- The resolutions are adopted by a majority vote of all members present at the meeting. Every member present at the meeting shall have the right for only one vote during the meeting. The members have to cast their vote, in person.
During voting for election of the organs of the Association, each member casting his/her vote shall be required to present to the Presiding Committee his/her identification document and sign against his/her name on the attendees’ list.
No member is entitled to use his/her voting rights in any decision-making process or discussion bearing legal action or dispute between the legal personality of the association and himself, his spouse, antecedents and descendants.
The matters discussed and resolutions adopted at the General Assembly meetings shall be recorded in the minutes and signed by the Presiding Officer and secretary(ies). At the end of the meeting, the meeting minutes and other related documents shall be handed over to the President of the Board of Director. The President of the Board of Director shall be responsible for maintaining, safe keeping and custody of these documents and handing them over to the newly elected Board of Director within seven days.
In cases where an administrator is appointed by a court of competent jurisdiction or if an appointment is made pursuant to the second paragraph of article 75 of the Turkish Civil Code the duties assigned to the Board of Director under this Article shall be carried out and performed by the said administrator or other persons appointed pursuant to the second paragraph of article 75 of the Turkish Civil Code.
THE PROCEDURE FOR MAKING AMENDMENTS TO THE CHARTER
Article 20-Amendments to the Charter may be discussed and adopted at the General Assembly upon a proposal of amendment of the Board of Director or absolute majority of the members who have paid their membership fees for the last year.
The meetings for making amendments to this Charter shall require a quorum of at least two thirds of the members to be present.
The first meeting shall be adjourned if the quorum is not reached, and in the second meeting; an absolute majority is not required provided that the number of the members present at the meeting is not less than two times the total number of the members of the Board of Director and Auditing Committee.
The resolutions for amendments to this Charter may only be adopted by a majority of at least two thirds of the members present at the meeting.
THE DUTIES AND AUTHORITIES OF THE GENERAL ASSEMBLY
Article 21- The General Assembly is the main deliberative, policymaking and representative organ of the Association and its duties, powers, authority and functions are as follows:
- Election of the organs of the association;
- Making amendments and alterations to the Association’s charter;
- Deliberation, discussion and approval of annual report of the Board of Director, balance sheet and profit and loss statements, and the audit report of Auditing Committee for the previous term of study, and discharge of the members of the Board of Director of their liability;
- Audit and supervision of other organs of the Association and remove any member from office in case of necessity based on just reasons;
- Deliberation and discussion of the budget prepared by the Board of Director and adoption of the budget as proposed by the Board of Director or amending the proposed budget and adopting it as amended;
- Adoption of resolutions for joining or withdrawal of the Association from national or international federations, associations, unions or higher level agencies;
- Fulfillment of other duties imposed on the General Assembly by virtue of the applicable legislation or this Charter;
- Delegation of authority to the Board of Director empowering it to purchase, buy, or otherwise acquire, sell or dispose of immovable property on behalf of the Association;
- Delegation of authority to the Board of Director empowering it to establish commercial enterprises;
- Delegation of authority to the Board of Director empowering it to open representative offices, whether in the country or abroad, as the Board of Director deems necessary or appropriate;
- Dissolution of the Association and liquidation of its moveable and immovable property.
EXTRAORDINARY GENERAL ASSEMBLY MEETINGS
Article 22– The extraordinary general assembly meetings shall be called by the Board of Director in compulsory or emergency cases involving items and matters other than those on the agenda of the Ordinary General Assembly at the latest within one month as described in any of the following subparagraphs.
- At the written request of absolute majority of the members of the Association for c deliberation and discussion of a specific matter;
- By virtue of a resolution on general issues adopted by the Board of Director by the majority of at least two thirds of the votes cast by its members;
- By virtue of a resolution on the issues involving accounting procedures, accounts and transactions of the Association by the Auditing Committee by the majority of at least two thirds of the votes cast by its members.
The extraordinary general assembly meetings shall be held in accordance with the same rules and procedures that apply to the ordinary general assembly meetings and in extraordinary general assembly meetings, only the specific matters for which the extraordinary meeting was convened shall be considered.
THE RULES FOR NOTIFYING THE COMPETENT AUTHORITIES OF THE RESULTS OF THE ELECTIONS
Article 23- Within 30 days following the date of the Ordinary or Extraordinary General Assembly Meeting, the RESULTS OF GENERAL ASSEMBLY MEETING NOTIFICATION form which is annexed to the Regulation on Associations containing the names, surnames and other particulars of the full and alternate members who are elected to serve in the Board of Director, Auditing Committee and other organs of the Association shall be submitted to the local authority.
On the other hand, in cases where an amendment is made to the Charter at the General Assembly Meeting, the minutes of the respective General Assembly meeting, former and new versions of the amended articles of the Charter and the most recent form of the Charter signed by the absolute majority of the members of the Association shall be submitted to the local authority accompanied by a cover letter within 30 days of the date of the meeting.
THE PROCEDURE OF APPEALING AGAINST THE RESOLUTIONS ADOPTED BY THE GENERAL ASSEMBLY
Article 24- Any member attending the General Assembly meeting and who does not agree with the resolutions adopted at the said General Assembly meeting on grounds of their incongruity or inconsistency with the applicable law or Charter shall have the right to file an appeal with a court of competent jurisdiction for the cancellation of the resolution within one month of the date of the resolution whereas any member who did not attend the meeting shall have the right to file an appeal with a court of competent jurisdiction within one month of the date on which the said member becomes aware of the resolution and in any case not later than three months of the date of the resolution.
On the other hand, no action may be brought for the cancellation of a resolution adopted by any other organ of the Association unless internal audit procedures have been exhausted in their entirety.
The provisions of this article shall apply without prejudice to cases where any resolution adopted by the General Assembly is considered as having no force and effect or considered null and void by the applicable law.
THE COMPOSITION AND MANNER OF FUNCTIONING OF THE BOARD OF DIRECTORS
Article 25- The Board of Director shall consist of 7 full members and 7 alternate members elected at the General Assembly for a term of office of two years. In cases where a permanent vacancy is created on the board, any alternate member appointed shall fill that vacancy as a full member for the remainder of that full members’ term of office.
The Board of Director shall, in its first meeting, elect the President of the Board of Director and the division of duties among the members of the Board of Director shall be determined. The President of the Board of Director may hold office only for two terms.
A meeting of the Board of Director meets whenever it is necessary, or when the President deems it necessary. Full members and alternate members can attend the board meetings, however, alternate members shall not be entitled to cast vote.
If the number of the members of the Board of Director falls below one half of the total number of members due to vacancies occurred on the Board despite the fact that all such vacancies are filled by alternate members, the General Assembly shall be called for holding a meeting within a period of one month by the existing remaining members of the Board of Director or Auditing Committee for the purposes of filling the vacancies.
The Association shall be represented and bound by the President on behalf of the Board of Director. In the absence of the President, any member of the Board of Director shall substitute the President, and therefore in such a case the Association shall be represented and bound by the said member.
A minimum of one more than one half of the total number of the full members of the Board of Directors must be present to form a meeting quorum and decisions shall be adopted by the absolute majority of the present members.
THE DUTIES AND POWERS OF THE BOARD OF DIRECTORS
Article 26- The Board of Directors shall manage the affairs of the Association and represent the Association. The Board of Directors shall implement the resolutions adopted by the General Assembly. It carries out any kind of activity and makes any kind of attempt to enable the Association to achieve its purposes and objectives. The duties and powers of the Board of Directors are as follows:
- To perform the duties imposed on them by the Charter of the Association, relevant applicable legislation and General Assembly and exercise the powers vested in them;
- To represent the Association before public and private authorities in all administrative, financial, professional and in all other matters and to grant authority to a member from among themselves or to a third person in this regard;
- To organize the activities of the Association; to determine the persons who will be authorized to make statements about the association and its activities and to determine the framework of these statements;
- To carry out transactions and procedures regarding the income and expenses of the Association, to prepare the budget for the next year and submit it to the General Assembly for approval, and to use the budget approved by the General Assembly in the most efficient manner;
- To set membership fees in line with the approved budget and to implement all necessary disciplinary procedures and take all necessary measures against those members who have failed to pay their membership fees;
- To recruit professional staff and to form professional teams who will conduct the managerial and financial affairs of the Association, and to select, recruit and appoint employees to serve for the Association and to terminate employment contracts in case of necessity;
- To open representative offices, whether in the country or abroad, in line with the resolutions adopted by the General Assembly;
- To form Committees and Work-Study Groups in fields deemed necessary to enable the Association to conduct its activities in a more efficient manner, and to review and audit their decisions and to ensure that they work in tandem with each other;
- To form the Advisory Board, to provide the Advisory Board about the activities of the Association and to receive the opinions of the Advisory Board;
- To determine the working principles and procedures that apply to the activities of the Association, to prepare internal regulations to ensure the continuance and sustainability of the Association;
- To invite members of the associations or organizations operating abroad to Turkey or to send its members to abroad to visit foreign associations and/or organizations complying with invitations from their foreign colleagues or foreign associations and/or organizations;
- To make cooperation with companies, professional organizations and associations, foundations, and organizations and institutions of a similar nature and all kinds of parent organizations, unions and their counterparts at a national or international scale, to become a member to these organizations in line with the resolutions adopted by the General Assembly, to resign from their memberships; to designate delegates who will represent the Association in these organizations;
- To review and evaluate membership applications and to decide to approve or deny these applications;
- To decide to expel those members who have ceased to meet the eligibility criteria requirements to become a member as provided for in the Charter;
- To establish and operate commercial enterprises provided that their income will be used by the Association for the purposes of achieving its purposes.
THE AUDITING COMMITTEE
Article 27- The Auditing Committee shall consist of three full and three alternate members elected by the General Assembly. The members of the Auditing Committee shall serve for a term of office of two years.
The Auditing Committee shall conduct audits whether or not the Association conducts activities in line with the purposes and objectives provided for in the Charter of the Association and whether or not the statutory books, accounts and records are kept in accordance with the Charter of the Association, and shall submit to the Board of Director a report compiling the results of the audits in regular intervals not exceeding one year, and to the General Assembly 15 days before the date of the relevant General Assembly meeting.
The members of the Board of Director shall be deemed to have been relieved from their liability at the time when the audit report issued by the Auditing Committee is deliberated, discussed and approved at the General Assembly.
The books, accounts and records of the Association shall be audited at least by two members of the Auditing Committee working together. However, each member of the Auditing Committee shall also have the right to conduct audits by himself/herself. Any member who conducts audit by himself/herself shall notify, in writing, the other members of the situation.
The Auditing Committee shall call for an extraordinary general assembly meeting if it decides, by at least two thirds majority votes of its members, that the Board of Director is negligent or careless or incapable of performing its functions and/or duties regarding the accounts, accounting procedures and transactions of the Association.
THE EXECUTIVE COUNCIL
Article 28- The Executive Council shall consist of the President of the Board of Director, two Vice Presidents, Treasurer and the Secretary General. The Executive Council shall manage and conduct business affairs and activities of the Association in line with the resolutions adopted by the Board of Director and within the framework of the powers conferred upon Council. The Executive Council shall report and be responsible to the Board of Director.
THE SECRETARY GENERAL
Article 29- The Board of Director shall appoint a Secretary General who will be responsible for the efficient running of the Association and shall determine his/her working conditions. The Secretary General is not required to be a member of the Association. The duties, functions and powers of the Secretary General are as follows:
- To represent the Association within the framework of the powers conferred by the Board of Director upon him/her;
- As the head of the organization of the Association to ensure that all activities and obligations of the Association are carried out, performed and/or fulfilled in compliance with the resolutions adopted by the Board of Director and by strictly complying with the relevant applicable legislation;
- To make expenses and spend money only on subjects, issues and matters and at the amounts as determined and authorized by the Board of Director;
- To prepare the meeting agenda of the Board of Director consulting with the President of the Board of Director and call Board of Director meetings;
- To coordinate the activities of the Committees and Work-Study Groups, and report to the Board of Director the activities carried out Committees and Work-Study Groups on a monthly basis.
THE ADVISORY BOARD
Article 30- The Board of Director shall form an advisory board consisting of members elected from among women or representatives of women’s organizations in different disciplines that work or create works or advocate women’s rights in an effective, active, continuous and productive manner, in the fields in which the Association is concerned and/or active and conducts its activities.
The members of the Advisory Board shall hold office for a term of office of two years and its meetings shall be held once in every 6 months.
The Advisory Board shall hold its first meeting to deliberate and discuss the working schedule prepared by the Board of Director within one month following the date of the elective general assembly meetings and/or make suggestions and proposals to the Board of Director. In the first meeting of the Advisory Board, the members shall elect a spokesperson or moderator from among themselves.
The Board of Director shall, if deems it necessary, consult with the Advisory Board about the activities of the Association and shall ask for an opinion of the Advisory Board about these activities.
ADMINISTRATIVE AND FINANCIAL PROVISIONS
THE REVENUES OF THE ASSOCIATION
Article 31- The revenue sources of the Association are as follows:
- Membership fees (dues);
- Any kind of donations, grants, wills and aids;
- Donations and grants to be collected in accordance with the legislation provisions regarding collecting donations and grants;
- Revenues generated from publications published by the Association and revenues generated from activities and events organized by the Association such as lotteries, balls, shows, stage plays, concerts and other entertainment events as well as sports competitions and conferences,
- Income generated from the assets of the Association;
- Revenues to be generated from facilities and commercial enterprises to be established with a license or authorization to be obtained from the competent authorities in accordance with the relevant provisions of the applicable legislation;
- Other revenues in so far as they are not deemed to be contrary to the legislation regarding associations;
- Revenues to be generated from projects offered to national and international organizations and institutions.
Article 32- The revenues of the Association shall be collected against certificates of receipt whereas the expenditures and spending of the Association are made against vouchers, receipts of payment, retail sales slips or other payment documents of a similar nature. On the other hand, in cases where revenues are collected through banks, documents issued by banks such account slips, statements of accounts, abstract accounts shall replace and be deemed receipts. The certificates of receipt to be used in the collection of the Association’s revenues shall be published by virtue of a decision of the Board of Director. The person(s) who will collect the revenues shall be determined by the Board of Director and a certificate of authority shall be issued in the name(s) of the person(s) who will be determined and authorized by the Board of Director to collect revenues on behalf of the Association.
The statutory books of the Association shall be kept in accordance and in compliance with the principles, procedures and manner as provided for in the applicable law and the relevant applicable legislation regarding associations.
The members of the Board of Director shall not be entitled to use the sources of the Association for expenses and expenditures such as including but not limited to transportation, food, meals and meeting which they may incur for and on behalf of the Association in line with the purposes and objectives of the Association.
Article 33- The members of the Association shall be obliged to pay their annual membership fees within thirty days of the date of their admission to membership of the Association. The membership shall become valid upon receipt of the first annual membership fee.
The members shall, throughout their membership in the Association, be required to pay their annual membership fee to be set and determined by the Board of Director for every year, in the first month of every year.
The annual membership fees shall be set by the resolution of the Board of Director provided that the annual membership fee can never exceed two times the preceding year’s fee.
Article 34- The Secretary General shall provide a formal written warning to members who fail to pay their membership fees within the stipulated time-frame. Members who fail to pay their membership despite two warnings served upon them shall be excluded from the membership by virtue of a decision of the Board of Director.
SERVICE OF NOTICE
Article 35- The last addresses notified by the members to the Association shall be regarded as their legal addresses for service of notice. Each member is required to notify, in writing, the Association of any change in his/her address, or otherwise any notice sent to or served upon his last known address by the Association shall be deemed to have been duly given and shall have all legal effect and consequences of a duly served notice.
DISSOLUTION OF THE ASSOCIATION AND ITS LIQUIDATION
Article 36- The General Assembly may, at any time, resolve to dissolve the Association. At least two thirds of the members who are entitled to attend the General Assembly must be present for adoption of a resolution for the dissolution of the Association.
The first meeting shall be adjourned if the quorum is not reached, and the General Assembly shall be called for a second meeting; members present at the second meeting may not be less 2 times the total number of the members of the Board of Director and Auditing Committee. The resolutions regarding dissolution shall be adopted by majority of at least two thirds of the members present at the meeting.
If it is resolved to dissolve the Association at the General Assembly, liquidation of monetary assets, property and rights of the Association shall be carried out by a liquidation committee consisting of the members of the last Board of Director The liquidation process shall commence as from the date when the General Assembly resolved to dissolve the Association as from the date when the order or decision for automatic dissolution of the Association has become final. Throughout the liquidation process, in all transactions carried out the phrase “YANINDAYIZ ASSOCIATION in liquidation”.
The liquidation shall be responsible for and authorized to carry out and complete from beginning to end all transactions and procedures involving the liquidation of monetary assets, property and rights of the Association in accordance and in compliance with the relevant applicable legislation. The liquidation committee shall, in the first place, shall examine and review the accounts of the Association. During this examination and review, all books, certificates of receipts, vouchers, receipts of payment, retail sales slips or other payment documents of a similar nature, title deeds and bank records and other documents of the Association shall be identified and all assets and liabilities of the association shall be documented an recorded in the respective minutes. During the liquidation process, the creditors shall be invited, and they shall be paid by liquidation of the assets, if any, of the Association. On the other hand, if the Association has receivables, then the liquidation committee shall use its best effort to collect such receivables from debtors. The remaining balance of monetary assets and rights after the collection of the receivables of the Association and payment of its debts shall be transferred to another association or foundation having a similar purpose to that of the Association and which will be determined by the General Assembly in the resolution for dissolution and liquidation of the Association.
All transactions and procedures relating to the liquidation shall be recorded in the minutes of liquidation and these transactions and procedures shall be completed within three months except additional time and extensions granted by the local authority for the completion and finalization of these transactions and procedures.
Following the completion of the transactions and procedures of the liquidation process and transfer of the remaining balance of monetary assets, property and rights; the liquidation committee is obliged to notify the office of the Local Authority of the place, where the headquarters of the association is located, of this situation by giving a written notice, accompanied by the minutes of liquidation, within seven days.
The statutory books and records of the Association shall be handed over to a person to be designated from among the members of the Board of Director acting in its capacity as the liquidation committee. The statutory books and records shall be retained for a period of 5 years.
ABSENCE OF PROVISIONS
Article 37- Any and all matters on which this Charter remain silent or for which there is no clear provision the provisions of the Law on Associations, Turkish Civil Code and of the relevant applicable legislation relevant to the matter(s) shall apply.
PROVISIONAL ARTICLE 1- PROVISIONAL BOARD OF DIRECTOR
The members of the provisional Board of Director who will represent the Association and carry out and conduct the activities, affairs and transactions of the Association until the organs of the Association are as follows.
Members of the Provisional Board of Director:
Fatma Nur Ger, Chairman
Mehmet Murat Yetkin, Vice Chairman
Sami Kariyo, Vice Chairman
Murat Yeşildere, Treasurer
Alper Hasanoğlu, Member
Ferhat Boratav, Member
Necati Özkan, Member
This Charter consists of 37 (thirty seven) articles and 1 (one) provisional article.