土耳其协会章程.docx

The ConstitutionTHE CONSTITUTION OF TURKEY BUSINESS WOMEN ASSOCIATIONArticle 1. Name and Headquarters of the AssociationThe name of the association is “TURKEY BUSINESS WOMEN ASSOCIATION” and it is abbreviated as “TİKAD”. The headquarters of the association is in Istanbul. It shall activate within borders of Istanbul Municipality.Article 2. Purpose and Goals of the Associationa) To support entrepreneurs in their activities they execute in purpose of increasing their contribution to country economy and strengthening their statutes in business world by being committed to the universal principles of democracy and human rights, and respectful to the freedoms of enterprise, belief and opinion.b) To be in activities devoted to aim of improving contribution and solidarity among investors, to support entrepreneurs who shall create employment in this scope.c) To increase number of entrepreneur women by providing support of knowledge, experience, education, etc. to investors.d) To make investors to acquire a powerful image and impression.e) To support all policies aimed at the establishment of a liberal economic system which uses human and natural resources more efficiently by means of the latest technological innovations and which tries to create proper conditions for a permanent increase in productivity and quality, thus enhancing competitiveness.f) To forward the views and suggestions appeared in this context directly to the parliament, the government, the foreign states, the international organizations and to the public opinion via media.Article 3. Fields of Activity of the Associationa) To assure stable growth in Turkey in accordance with the principles of an integrated world market economy; b) To realize social consensus based on the conviction that enterprise, capital and labor are complementary factors;c) Supports policies to promote exports to accelerate the integration into world markets and perpetuating balanced and rapid socio-economic growth;d) Makes required attempts in leading foreign markets and trading blocks to introduce the active investors in Turkey to the international arena and to strengthen their relations;e) Communicates opinions and proposals of the business community through contact with relevant institutions in Turkey and abroad in the context of Turkeys potential membership in the European Union;f) Undertakes any kind of activities of communication, representation, coordination and information to inform the public about these activities.3.1. Communicating opinions and proposals to decision makers:a) Facilitates contact between Turkish business women and decision makers on various subjects; b) Uses radio, television, newspapers, journals, books, brochures and other publications to communicate the Associations purposes, activities and opinions on economic and social issues to the public and other concerned parties, and organizes meetings, seminars, conventions and conferences to this end.3.2. Organizinga) Communicates and makes cooperation and becomes founder member of federations or participates established federations with other associations of like-minded business women inland and abroad to strengthen its activities; b) Makes cooperation between Turkish and foreign private and public institutions, chambers of commerce and industry, stock exchanges, professional organizations, foundations, associations, unions and the like;3.3.Subject and Types of Activitya) To provide information to women and womens associations as to administrative, financial and legal matters, informative technology, electronic commerce and the latest developments in such fields, to provide responses on the requests of its members on the highlighted matters through its other members or advisors and to provide the necessary technical and financial assistance to the women and women entrepreneurs who have creative ideas in the fields in which they would like to be active.b) To conduct all activities to develop collaboration and cooperation among the members.c) Provided that the legal requirements are met, to exchange information with entities such as the associations, foundations, lobbies etc. that conduct similar activities in other countries, to organize national and international seminars, to send representative or representatives to attend seminars, educative activities and other activities that are organized by the similar associations in foreign countries and that are in compliance with the activities of the Association.d) In order to materialize the association targets, to organize conferences, panels, social activities, social campaigns.e) To collaborate directly or through the corporations affiliated to such, existing and to be established, local and foreign, private and state entities, chambers of trade and industry, stock exchanges, professional organizations, foundation, association, federation and upper entities, union, lobby and the like.f) To accept conditional or unconditional donations from within Turkey and abroad, to make donations to the foundations and associations that are beneficial to the public, to purchase the necessary movable and immovable assets in the name of the association, to have any and all kinds of rights in rem, to constitute any and all kinds of encumbrances including the mortgage on the purchased immovables when needed, to terminate the encumbrances that have been constituted, to obtain the rights to use or operate such immovables, to lease, to lease those which are owned or to be owned, to open and operate cafeterias and other social facilities, to give scholarships, to obtain loans, to conduct any and all kinds of lawful acts and procedures for the purposes of the necessary borrowing.g) To establish partnerships, economical entities, foundations and aid department for the purposes of increasing revenue on the objectives and fields of activity, and/or cooperate with said entities.h) To establish an archive regarding the objectives and the fields of activity of the association, activate a WEB Site, publish leaflets, catalogues, bulletins, magazines, newspapers and books.i) When needed, to establish sub working groups or commissions for the purposes of working in line with the objectives of its establishment.Article 4. The Founding Members of the AssociationThe names, professions, nationality and residence information of the founding members are provided on the last page.Article 5. Full MembersThe eligible real or legal persons for membership are those who adopt the objectives and fields of activity of the association, who have completed their 18 years of age, who have legal capacity and do not have any legal inconvenience due to personal or professional reasons, who are owner or director or employees of a company. In the event of the membership of the companies as legal persons, the voting right shall be used by the chairman of the board of directors or an authorized person appointed by the chairman. Upon expiry of the duty of such person as chairman or as representative, the person who shall use the voting right in the name of the said legal person shall be re-determined and notified to the Association.In order for the membership of those who are not Turkish nationals, in addition to the requirements of membership for Turkish nationals, it shall be required that such non-Turkish nationals shall have the right to reside in Turkey. Honorary members need not be residents of Turkey.Article 6. Membership, Resignation from Membership and Termination of Membershipa) Those who wish to become members shall hand in to the Board of Directors the written request. Candidates must be proposed by two full members. A majority of the Board of Directors will decide on a candidates application within 30 days of receipt and such candidate will be informed of the decision in writing. The founding members are full members. b) All members agree to comply with the Principles of Business Ethics set by the Board of Directors.Article 7. Resignation from MembershipA member may resign from the Association at any time. Resignations shall be in writing to Board of Directors and all dues in arrears must be paid upon resignation.Article 8.Suspension and Termination of Membershipa) The members who no longer have the conditions required by laws.b) The members who, are not accepted to the General Assembly due to failing to deposit the monthly fee, the members who lost the right of association membership.c) In this case, Board of Directors takes decision and notifies the member.d) The members who no longer have the conditions required by constitution of the association and who do not comply with the principles of business ethics by way of misbehaving, and thereby cause certain concerns that the honor of the Association shall be adversely effected, shall be reported by the Board of Directors to the Associations Honorary Board. Honorary Board investigates the situation of the member. If required asks for defense of the member. If Honorary Board resolves to expel the member, a notification of resolution is sent to the member by Honorary Board.8.1. Suspension of Membershipa) If a member fails to fulfill any of its obligations to the Association, the Association may suspend its membership by decision of Board of Directors. In case of disappearing of this temporary situation of the member, Board of Directors may decide the continuation of membership right of the member.b) Honorary Board makes required investigations for the member consigned by Board of Directors due to acts and behaviors against constitution of the association and principles of business ethics or due to worry of harming associations honor by such behavior. In case of situations which require to wait to make decision, it may decide to suspend membership of the member. This is completely appraisal of the Honorary Board. This decision is notified to the member.c) In case of suspension of the membership as mentioned in “b” item of this article, the member pays fees, executes responsibilities but can not attend association activities and cannot vote.8.2. ObjectionsThe member whose membership is suspended or terminated can object to the “termination of membership” and “suspension of membership” decisions of Board of Directors and Honorary Board in General Assembly via Board of Directors within 15 days from the date of notification. This objection of the member shall be taken into the agenda of first General Assembly if reached to Board of Directors latest 30 days before the date of General Assembly. Otherwise, it shall be decided in the next General Assembly.Honorary membership may be bestowed on individuals in the fields of science or business on agreement of a two-thirds majority of the Board of Directors. Honorary members may participate in the General Assembly and its deliberations but shall have no voting rights.Article 10 Organs of the Association The Association is comprised of the following organs: 10.1. General Assembly10.2. Board of Directors10.3. High Advisory Council10.4. Executive Committee10.5. Honorary Board10.6. Board of AuditorsArticle 11 General AssemblyGeneral Assembly shall consist of the full members of the Association. The ordinary general assembly meeting is held in March every two years. General Assembly shall convene extraordinarily in cases deemed necessary by the Board of Directors and Board of Auditors, or upon written request of the 1/5 of the Association members. The General Assembly shall be called to the meeting by the Board of Directors. If the Board of Directors does not call the General Assembly to meeting in one month, upon the request of Board of Auditors or the application of one of the members requesting the meeting, the local civil court judge shall authorize a group consisting of three members, to call the General Assembly to meeting.a) Right to Attend General Assembly:In order to attend the General Assembly, members shall have paid all monthly fees pertaining to the previous year and/or admission fee. This situation shall be communicated to the members in written form prior to issuing the lists of members and a payment period of at least two weeks shall be granted to the members. b) Procedure for Invitation:The Board of Directors shall prepare a list of the members who are entitled to attend the General Assembly meeting according to the Constitution of the Association. Members who had not paid the previous year fees completely, do not have the right to attend next years General Assemblies.The member who entitled attend the General Assembly shall be called to the meeting at least fifteen days in advance notifying the date, hour, place and the agenda of meeting by announced in a newspaper or written or electronic mail. In the event that the majority can not be convened, the second meeting date hour and place, shall be stated in such call.Second meeting opens with members regardless of majority and General Assembly starts its activity. However, number of participated full members cannot be less than two times of total member number of Board of Directors and Board of Auditors. The period between first and the second meeting day can not be less than seven days and more than sixty days.If the meeting is postponed for another reason except the majority can not be convened, this situation shall be communicated to the members giving them the reasons of such postponement. The second meeting must be held at the latest within six months. The meeting of General Assembly cannot be postponed more than once.c) Place of Meeting:The General Assembly meetings shall be held where the headquarters of the Association has been situated.The General Assembly shall convene with the presence of simple majority of the members who are eligible to attend the General Assembly in accordance with the Constitution of the Association. If such quorum can not be reached in the first meeting, in the second meeting, the simple majority quorum shall not be required; however, the number of members attending such second meeting can not be less than twice as much as the total number of the members of the Board of Directors and Board of Auditors of the Association.d) The Procedure for Holding the Meeting:The General Assembly of the Association is held on the day and hour and at the location advertised and notified to the civil authorities.All eligible members shall sign above their names on the list compiled by the Board of Directors. If a quorum is achieved, this will be noted in the minutes and the meeting will be called to order either by the President of the Board of Directors or by some other member of the Board appointed by the President.A chairman and the requisite number of deputy chairmen and secretaries shall be elected. The proceedings of the General Assembly are run by the Chairman. Secretaries keep minutes and sign such minutes along with the Chairman. All minutes are delivered to the Board of Directors at the close of the Assembly.In the meeting of General Assembly, only articles of agenda are negotiated. However, it is obligatory to have the issues requested by at least one tenth of the members present in the meeting to the agenda.Article 12. The Duties and Powers of the General AssemblyThe following items shall be discussed and determined by the General Assembly:12.1. Election of the organs of the Association,12.2. Amendment to the Constitution of the Association,12.3. Discussing the Board of Directors and Board of Auditors reports, and discharging the Board of Directors of liability,12.4. Discussing the budget prepared by the Board of Directors and approval of the same as is or as amended,12.5. Authorizing the Executive Board with respect to purchasing the necessary immovable assets to the Association or sale of the existing immovable assets,12.6. Making decisions concerning the joining of or withdrawal of the Association from federations,12.7. Conducting international activities of the Association, to become members in or to leave membership of the foreign associations or entities.12.8. Termination of the Association,12.9. Review of decisions on expulsion of members by the Honorary Board and to examine appeals of lapsed members to assure that conditions of terminations have been fulfilled12.10. Performance of other duties that are determined to be completed by the General Assembly in the legislation or in the By-laws of the Association,12.11. Making decisions of objections made against decisions of Honorary Board,12.12. Making decision of opening branches abroad when required,12.13. Making decision of opening and terminating branches of the Association.Article 13. High Advisory Council This is the highest advisory board. All members of the Association are members. The General Assembly shall elect six members from among the members of the High Advisory Council to form the Presidency Board for two years. This Board consists of a chairman, three deputy chairmen and two secretaries. The Council meets at least twice a year as determined by the Chairman of the Council, to debate and decide on issues. Such decisions are of an advisory nature and are not binding on the Board of Directors.According to the agenda, the High Advisory Council may invite chief executives of industrial, commercial and agricultural concerns, voluntary associations, foundations, public sector establishments and members of academia, to exchange views. Such persons have no voting rights.Principal duties of the High Advisory Council Principal duties of the council are: 1) to review the course and problems of Turkish industry and business and to consider long-term policy measures in relation thereto; 2) to evaluate strategies for the realization of the purpose of the Association and offer advice on such