Charter of TÜBİSAD
INFORMATICS INDUSTRY ASSOCIATION CHARTER
Article 1. Title and Headquarters of the Association:
The title of the association is “BİLİŞİM SANAYİCİLERİ DERNEĞİ” (“INFORMATICS INDUSTRY ASSOCIATION”). Its abbreviation is “TÜBİSAD”. The headquarters of the association is in Istanbul.
Article 2. Purpose and Activities of the Association:
A) Purpose of the Association:
- TÜBİSAD is a sector-specific association representing the digital economy (digitalizing industry) on the axis of technology and informatics sector; information and communication technologies, office machinery products, hardware and software production, sales marketing and service, e-commerce, telecom services, gaming applications, payment systems, artificial intelligence, machine learning, block chain, cyber security, disruptive / transformative technologies and the business lines created by these fields and the fields of activity of similar platform companies.
- TÜBİSAD conducts its activities as the strong common voice and advocate of the technology and informatics sector (including all digital technologies).
- TÜBİSAD aims for the development of the Turkish technology and informatics sector (digital technologies industry), and thus its members, and its growth in terms of sales, added value, profitability, employment and exports; draws public attention to the primary role and strategic position of the sector and its members in Türkiye's economic growth and development; strives to increase foreign trade, diversifying products and markets and increasing international investments in order to establish an outward-oriented and competitive economy in the technology and informatics sector.
- TÜBİSAD aims to be a reliable information center in the technology and informatics sector on the axis of information and communication technologies.
- TÜBİSAD may cooperate and establish platforms with domestic and foreign private and official institutions, public institutions, private sector, universities, chambers of commerce and industry, stock exchanges, professional organizations, academia and non-governmental organizations, foundations, associations, unions and similar organizations. Through collaborations with these institutions and organizations, it conducts research, forms opinions, develops projects and organizes events in this context to ensure Türkiye's digital transformation. It aims to establish unity of thought and action in line with the above-mentioned objectives by communicating its opinions and suggestions formed within this framework to the Grand National Assembly of Türkiye (TBMM), the government, other states, international organizations and the public directly or indirectly through the press and other means.
- TÜBİSAD strives to ensure that its members operate in accordance with business ethics and principles; sets and maintains professional standards in this direction, based on the increase of Turkish competitiveness and social welfare, employment, efficiency, economic growth, innovation capacity and continuous increase in the scope and quality of education in the globalization process.
- TÜBİSAD, together with its members, contributes to the shaping and realization of policies and legal regulations regarding the sector in all relevant legal issues.
- TÜBİSAD conducts the necessary studies and projects for a healthy, effective and competitive growth of the information and communication technologies sector.
- TÜBİSAD conducts projects in line with sustainable development goals.
B) Activities of Association:
All kinds of activities aimed at realizing the purpose of the association are within the field of activity of TÜBİSAD and the Association carries out activities aimed at its purpose, especially in the following subjects:
- Conducting and publishing market research on the informatics sector, identifying and promoting the sector index,
- To carry out domestic and international promotional activities in order for these activities to be known and benefited by a wide public, based on the point that the opinions formed by the commissions and working groups working within the framework of the decisions of the board of directors of the association, the activities organized and the reports published are carried out with the aim of providing solutions to the general economic and social problems of the country,
- To organize competitions, give awards, be a stakeholder, party and participant of national and international projects in the fields of service, sector and company performance, innovation in the subjects that constitute the purpose of the association,
- To establish, form, develop and publish Türkiye's inventory of informatics and digital competencies,
- To participate directly in national and international policy-making and decision-making processes representing the Turkish informatics and industry environment and to convey its views effectively and to transfer the views, documents, reports and similar elements created within these processes directly to the public, the TBMM, the government, public institutions and organizations and to use all kinds of written and visual communication tools to communicate,
- To carry out promotional and informative activities and raise public awareness on internet security, internet morality and safe internet,
- To organize educational and promotional activities for small and medium-sized enterprises (SME) to make better use of informatics services, and to demonstrate the contribution of information and communication technologies to innovation and competitiveness,
- To organize project competitions and award prizes to ensure the establishment of SMEs that will develop Türkiye’s technology and informatics sector,
- To encourage technology entrepreneurship, form and develop seed capital venture capital,
- To carry out activities to operate within the entrepreneurship ecosystem, and if necessary, to cooperate with venture capital organizations and formations only for pioneering purposes,
- To find solutions to the issues of technopark companies by communicating closely with technoparks and to help them change their operating models,
- To grant documents of qualification and certificates to producers, distributors and sellers who protect consumers in hardware, software, training and service activities, clearly state the conditions of sale and service, strive for the protection of software and make significant contributions to the development of the sector,
- To collect aid provided that the necessary permissions are duly obtained by applying to the competent authorities in accordance with the provisions of the legislation on aid collection in force at the relevant time, including but not limited to the Law No. 2860 on Aid Collection and the Regulation on the Principles and Procedures of Aid Collection issued on the basis thereof,
- To establish companies operating in the field of environment and sustainability in Türkiye and abroad to the extent permitted by the legislation in force and within the boundaries of these limits, to participate in the capital increase of existing enterprises and companies or to become a shareholder by acquiring their shares or to transfer the shares it owns in existing companies and to authorize them in these matters,
- To carry out employment intermediary activities provided that the necessary permits and licenses are duly obtained by applying to the competent authorities in accordance with the provisions of the relevant legislation in force at the relevant time, including but not limited to the Law No. 4904 on Certain Regulations Regarding the Turkish Employment Agency and the Regulation on Private Employment Agencies and the Circular on Private Employment Agencies issued on the basis thereof, through the economic enterprise of the Association,
- To carry out all kinds of activities and legal obligations, including signing voluntary agreements in accordance with the legislation in force, with and before the Turkish Environment Agency, the Ministry of Environment, Urbanization and Climate Change, other relevant Ministries, and in case the names of these institutions and organizations change, with and before all the aforementioned Ministries and public institutions and organizations represented by their new names, within the scope of national circular economy understanding and sustainability development goals, including the collection, transportation, sorting, recovery, recycling, disposal, processing and implementation of similar operations, execution, dissemination of used devices and/or End-of-life devices and/or Waste electrical and electronic equipment; supply, installation and operation of equipment, licensing and certification of these operations, cooperation with local governments and all other necessary legal entities for the fulfillment of these purposes, and within this framework, operating to the extent and scope permitted by the relevant legislation while performing the aforementioned operations.
C) Subjects and Forms of Work to be carried out by the Association:
Our Association carries out the following activities to achieve its purpose:
- To carry out all kinds of promotional and educational activities for the expansion and development of the field of activity of the members of the association, to make use of all kinds of communication tools for this purpose, to organize courses, meetings, congresses, conferences and seminars,
- To establish working commissions with the participation of the members of the association and working groups with the participation of invited experts, and to carry out the secretariat of the commission and the activities of the working group with the expert staff within its body,
- To organize and carry out the training of studies in this branch of business, to carry out activities to train the necessary technical personnel and to organize domestic and international trips to increase the technical knowledge and experience of the members,
- To assist the members of the association by being in continuous cooperation and communication with the relevant domestic and foreign organizations regarding technology transfer, know-how and licensing requirements.
- To carry out research in Türkiye by assisting the official organizations on the subjects falling within the scope of the association's purpose and to prepare reports on the subject upon request,
- To establish communication with associations working in the field of informatics and technology in Türkiye in line with common principles, to cooperate strategically with these associations and to join federations and other upper organizations, if necessary,
- To become a member of the institutions, those they deem appropriate, representing the European and World Informatics Industry established for the same purpose; to communicate with these organizations by making institutional contacts, to prepare and present the opinions and suggestions of the business and technology world regarding these processes, to cooperate or collaborate on a project basis, to engage in international activities,
- To provide financial and non-financial support to students in need to support education and thus to raise successful individuals; to organize donation campaigns to spread the importance of informatics in education,
- To purchase all kinds of movable-immovable properties and fixtures in order to realize the purposes of the association,
- To record income for the realization of the purposes of the association, to establish and operate economic, commercial and industrial enterprises operating in any field in order to provide the needed income, to establish companies in Türkiye and abroad to the extent permitted by the legislation in force and within the boundaries of these limits, to participate in the capital increase of existing enterprises and companies or to become a partner by acquiring their shares or to transfer the shares it owns in existing companies and to authorize in these matters, to establish foundations if deemed necessary for the realization of the purpose, to establish facilities that associations can establish with permission, by obtaining necessary permission,
- If deemed necessary for the realization of the purpose, to carry out joint projects with public institutions and organizations on issues within their fields of duty, without prejudice to the provisions of Law No. 5072 on the Relations of Associations and Foundations with Public Institutions and Organizations,
- To unite under the umbrella of a federation or confederation by gathering with associations operating for the same purpose,
- To establish platforms to realize a common purpose with other associations or foundations, trade unions and similar non-governmental organizations in areas that are relevant to the purpose of the association and not prohibited by law.
Article 3. Association Membership:
The association has two types of members:
a) Principal members
b) Honorary members
a) Principal members: Individuals and legal entity members who have the membership qualifications stipulated in this charter, who have the legal capacity to act, who have completed the age of eighteen and have accepted all the provisions of the charter and whose membership has been accepted by the board of directors. Each principal member has the right to participate in the activities and management of the association and to cast one vote in the general assembly. The member shall cast his/her vote in person. In case a legal entity is a member, the chairman of the board of directors of the legal entity or the person appointed to represent the legal entity shall vote. When the chairmanship or representation duty of this person ends, the person who will vote on behalf of the legal entity shall be redetermined.
b) Honorary members: Members whose closeness to the association is recognized and whose membership is considered a gain and honor for the association and who are given the title of honorary membership by the board of directors. Unlike principal members, honorary members do not have voting rights. Those who wish to speak at the meetings may be given the floor to make suggestions and to benefit from their opinions. These members can benefit from all kinds of facilities of the association, and if they wish, they can also pay dues like other members.
Article 4. Terms of Membership:
General Terms
- Legal entities who have a purpose in accordance with the definition in Article 2 of the Charter or who operate in this field, individuals working in these organizations or individuals who are engaged in activities related to the purposes in Article 2 of the Charter in the institutions and organizations where they work, may become a member of the association provided that they have the capacity to act, adopt the purposes and principles of the association and accept to act in this respect and meet the conditions stipulated by the legislation.
- In order to become a member of the association, the prospective member must apply in writing and state that he/she adopts the purpose of the association and undertakes to pay the annual dues determined by the board of directors.
- Members are obliged to comply with the association's charter and principles of business ethics and to show loyalty to the association and to pay the membership dues regularly and in full. Each member is obliged to act in accordance with the purpose of the association, in particular, to refrain from behaviors that make it difficult or prevent the realization of the purpose.
- Those who wish to become a member of the association shall apply by filling in the declaration of entry bearing the signatures of 2 principal members.
- A maximum of 2 more individual members can be accepted to the association from a legal entity member of the association, excluding the representative of the same legal entity.
The written application for membership shall be resolved by the board of directors of the association within thirty days at the latest and the result shall be notified to the applicant in writing. The member whose application is accepted is recorded in the book kept for this purpose. It is at the discretion of the board of directors whether or not to accept the applications of the applicants. In case of rejection of the application, the board of directors is not obliged to provide justification. Principal members have equal rights within the association and in activities related to the association.
Article 5. Termination of Membership:
a) Withdrawal from the membership of the association by resignation: No one can be forced to remain as a member of the association. Each member has the right to withdraw from the association, provided that he/she notifies in writing. However, the resigning member is obliged to pay the dues in full, if any, for the period in which he/she was a member of the association. The withdrawal process is finalized when the resignation petition of the member who has made a written notification reaches the board of directors. Action shall be taken against members who do not pay their dues in accordance with subparagraph c of this article.
b) Automatic termination of membership: The membership of the association shall automatically terminate for those who subsequently lose the qualifications required by the law and the charter.
c) Expulsion from membership: The reasons for expulsion from the membership of the association are shown below:
- Acting in violation of the association's charter and principles of business ethics,
- Constantly avoiding assigned tasks,
- Failure to pay the membership dues within 2 months despite a written notice,
- Failure to comply with the decisions taken by the bodies of the association,
- Having lost the requirements to become a member.
In the case of detection of one of the above-mentioned instances, the member shall be expelled from the membership with the decision of the board of directors and the board of directors shall notify this decision to the member. Members who do not pay their dues for 2 (two) consecutive terms shall be given a written notice by the association. The association has the right to initiate legal proceedings against members who do not pay their dues despite the warning. Those who leave or are expelled from the association are deleted from the member registry and shall not claim rights in the assets of the association.
Those who have been decided to be expelled have the right to appeal to the general assembly to be discussed in the first general assembly within 30 days from the notification of this decision. Members whose membership is finalized with the decision of the general assembly are obliged to pay their dues until the moment of this finalization.
Article 6. Bodies of the Association:
a) General Assembly
b) Board of Directors
c) Supervisory Board
d) Council of Presidents
Article 7. General Assembly:
The general assembly is the most authorized decision-making body of the association and consists of the registered members of the association.
Article 8. General Assembly Meetings:
a) The ordinary general assembly convenes once every two years in May upon the call of the board of directors for the purpose of examining the income and expenditure accounts, matters deemed necessary regarding the association and the appointment of the boards of directors and the supervisory board. The general assembly convenes extraordinarily when deemed necessary by the board of directors and the supervisory board or upon the written request of at least one fifth of the principal members of the association. The general assembly is called to the meeting by the board of directors. If the board of directors fails to convene the general assembly, upon the application of one of the members, the local magistrate shall appoint three members to convene the general assembly.
b) The board of directors shall prepare a list of the members who have the right to attend the general assembly according to the charter of the association. In order for a member to participate in the general assembly, he/she shall not have any dues and/or participation share debts from previous years. The current debt status of the members is announced to the members in writing before the member lists are issued and a payment period of at least two weeks is given from the date of the announcement. The members who will attend the general assembly shall be called to the meeting at least fifteen days in advance by announcing the date, time, place and agenda in a local newspaper or by written or electronic mail. In this call, if the meeting cannot be held due to lack of majority, the date of the second meeting shall also be indicated. The period between the first meeting and the second meeting shall not be less than seven days and exceed sixty days.
c) The general assembly meeting shall be opened by the chairman of the board of directors or, in his absence, by the vice chairman. The members who will attend the general assembly shall enter the meeting place by signing their names in the list prepared by the board of directors. The identity documents issued by the official authorities of the members who will enter the meeting place are checked by the members of the board of directors or the officers to be assigned by the board of directors. The general assembly convenes with the presence of one more member than the members who have the right to participate in the general assembly according to the charter of the association; in cases of amendment of the charter and dissolution of the association, with the participation of two thirds. If the quorum is not met in the first meeting, the majority is not sought in the second meeting. However, the number of members attending this second meeting cannot be less than twice the total number of members of the boards of directors and supervisory board.
If the meeting is postponed for any reason other than the lack of majority, this situation shall be announced to the members in accordance with the call procedure for the first meeting by specifying the reasons for the postponement. The second meeting must be held within six months at the latest as of the date of postponement. The members shall be recalled to the second meeting according to the principles specified in the first paragraph. The general assembly meeting shall not be postponed more than once.
d) Following the commencement of the general assembly meeting, a chairman, a vice-chairman and a clerk shall be selected to manage the meeting. The management of the meeting belongs to the president of the council. The clerks shall prepare the minutes of the meeting and sign them together with the chairman. At the end of the meeting, all minutes and documents shall be submitted to the board of directors.
e) Only the items on the agenda shall be discussed at the general assembly meeting. However, it is obligatory to add to the agenda the matters requested to be discussed upon the request of one tenth of the members present at the meeting.
Article 9. Duties and Powers of the General Assembly:
The duties and powers of the General Assembly are as follows:
a) To elect the members and substitutes of the Board of Directors, the Supervisory Board and other organs of the association,
b) To amend the Charter of the Association,
c) To discuss the reports of the board of directors and the supervisory board and to acquit the board of directors,
d) To discuss the budget prepared by the board of directors and to accept it as it is or with amendments,
e) To authorize the board of directors to purchase the necessary immovable properties for the Association or to sell the existing immovable properties,
f) To give directives to the board of directors in terms of achieving the purposes and objectives of the Association and to elect commissions related to the agenda items when necessary,
g) To decide on the dissolution and liquidation of the association, to elect the liquidation commission and to determine the organization to which the balance will be allocated as a result of the liquidation,
h) To examine and resolve the objections against the decisions of the board of directors regarding expulsion from membership,
i) To decide whether the association will join or leave the federation and to authorize the board of directors in this regard,
j) To decide on the opening of branches of the Association and to authorize the board of directors in this regard,
k) To authorize the board of directors to assist the association to engage in international activities, to join or leave associations and organizations abroad as a member,
l) To decide on the establishment of a foundation or an economic organization by Association,
m) To decide on the fulfillment of other duties determined to be performed by the general assembly in the legislation and the Charter of the Association.
Article 10. General Assembly Decisions:
Decisions in the general assembly shall be made by open vote and fair majority. The majority of two-thirds of the number of members present at the meeting is required for the decisions on the amendment of the Charter and the dissolution of the association.
In the voting for the election of the organs of the Association, the voting members are obliged to show their identity cards to the council committee and sign across their names in the list of attendees. The elections of the members of the board of directors and the supervisory board shall be voted by secret ballot and the decisions on other matters shall be voted openly. Secret ballots are the votes collected by the chairman of the meeting by throwing the sealed papers or ballots into an empty ballot box after they have been duly cast by the members and determined by open breakdown after the end of voting.
Decisions taken without a meeting or without a call:
Decisions taken with the written participation of all members without coming together and decisions taken by all members of the Association without complying with the call procedure written in the law are valid.
Decisions taken in this manner do not take the place of an ordinary meeting.
Article 11. Board of Directors:
The board of directors shall be elected by the general assembly for a term of two years by secret ballot from among the principal members, consisting of 21 principal and 9 substitute members. A member may be appointed for a maximum of 3 consecutive terms and in any case for a maximum of 6 years. For members appointed as the chairman of the board of directors and vice chairman of the board of directors, 2 terms or maximum 4 years shall be added to this period for one time only. At the end of 3 terms or 6 years, it is possible to be re-appointed as a member of the board of directors, provided that the membership is discontinued for at least 1 term.
The board of directors appoints a chairman, five vice-chairmen and a treasurer among its members at its first meeting. The Secretary General is a natural member of the Board of Directors, attends the meetings but does not have the right to vote. In the election of the chairman of the board of directors, factors such as being a senior member of the Association, being familiar with and committed to the functioning, activities and objectives of the Association, and taking part in the management of the Association are taken into consideration. The chairman of the board of directors may serve for a maximum of 2 terms and in any case for a maximum of 4 years. In the event of a vacancy in the board of directors due to resignation or other reasons, it is obligatory to call the substitute members to duty according to the order of the majority of votes received in the general assembly. If the number of members of the board of directors falls below half of the total number of members after the substitutes are brought in due to vacancies, the general assembly shall be called to a meeting within one month by the current members of the board of directors.
Article 12. Meeting Time and Attendance:
The board of directors convenes at least once every two months with the absolute majority of the members and discusses the items on the agenda and resolves them with the absolute majority of the members attending. A member who fails to attend four consecutive meetings without a valid excuse is deemed to have resigned by the board of directors.
Article 13. Duties and Powers of the Board of Directors:
The duties and powers of the Board of Directors are as follows:
a) Deciding to hold ordinary and extraordinary general assembly meetings and drafting the agenda,
b) To represent the Association or to authorize one of its members or a third party in this regard,
c) To carry out transactions regarding the revenue and expenditure accounts of the Association and to draft the budget for the upcoming periods and submit it to the general assembly
d) To perform other works and use the powers authorized by the Association's Charter and legislation,
e) To issue quality certificates and to allow the member persons and organizations that have received quality certificates to use the signs indicating that they have received quality certificates in their products or promotional advertisements,
f) With the authority granted by the general assembly, to purchase immovable property, to sell movable and immovable property belonging to the Association, to construct buildings or facilities, to establish mortgages and real rights in favor of the Association,
g) To ensure the establishment of representative offices where deemed necessary,
h) To determine the delegates who will represent the Association in the federations and national/international organizations of which the Association is or will be a member if authorized by the general assembly,
i) To decide on the admission or expulsion of members to the Association,
j) If authorized by the general assembly, to establish and operate economic, commercial, economic and industrial enterprises operating in any field, to establish companies in Türkiye and abroad to the extent permitted by the legislation in force and provided that it remains within these limits, to participate in the capital increase of existing enterprises and companies or to become a partner by taking over their shares or to transfer the shares it owns in existing companies, to carry out activities related to the financial, commercial, economic and industrial enterprises and organizations of the Association,
k) To make changes among the items included in the budget for the next period approved by the General Assembly,
l) To take a decision of the Board of Directors before the realization of projects, activities and other transactions in amounts exceeding fifteen percent of the Association's budget.
Article 14. Supervisory Board:
The Supervisory Board consists of 3 principal and 3 substitute members elected by the General Assembly. The principal members elect a chairman and a rapporteur member among themselves at their first meeting. The term of office of the Supervisory Board is 2 years.
In case of resignation or other reasons, it is obligatory to call the substitute members to duty according to the order of the majority of votes received in the general assembly.
Article 15. Duties and Powers of the Supervisory Board:
Supervisory Board;
a) If deemed necessary, may examine the books, transactions, accounts of the Association, whether the expenditures made are based on the decisions and the necessary documents, and may request an explanation from the board of directors when necessary,
b) may submit to the general assembly a report of the results of the one-year administrative and financial audit prepared in accordance with this article,
c) If deemed necessary, may request the board of directors to call the general assembly for an ordinary or, if necessary, extraordinary general meeting.
Article 16. Presidential Council:
The Presidency Council acts in accordance with this Charter and the relevant legislation to develop strategies for TUBİSAD to realize its objectives and to present its opinions and recommendations. The members of the Presidency Council shall be elected by the decision of the general assembly from among the natural persons who are the former presidents of the Association or, if the former president of the Association is a legal entity, from among the natural persons who were the representative of the relevant legal entity at the time it was appointed as the president of the Association. In order to avoid any confusion, it shall be noted that the members of the Presidency Council can only consist of natural persons and legal entities cannot be elected to the Presidency Council even if the former president of the Association is a legal entity.
The Presidency Council shall determine its working principles in accordance with these Charter and the relevant legislation. The Chairman of the Council shall be elected by a majority vote of the members of the Presidency Council and shall serve for a maximum of 2 terms or 4 years. The secretariat of the Presidency Council shall be carried out by the Secretary General of the Association.
The Presidential Council shall meet at least four times a year and upon the invitation of the President of the Council.
Article 17. Duties and Powers of the Presidency Council:
The Presidency Council shall advise the board of directors on matters deemed necessary by the board of directors. The board of directors is free to evaluate these opinions as it wishes and to determine priorities.
a) To review the general progress and problems of the IT sector and to shed light on long-term measures,
b) To evaluate the strategies to be prepared in order to achieve the objectives of the Association in the most appropriate way and to make recommendations,
c) To examine the activities of the Association in terms of compliance with its objectives and effectiveness in achieving results and to recommend necessary measures, and
d) To advise on the election of the bodies of the association.
Article 18. Secretary General
- The Board of Directors shall appoint a professional Secretary General who possesses the qualifications of a senior executive. The Secretary General is obliged to attend the meetings as an ordinary member of the Board of Directors but cannot vote.
The duties and powers of the Secretary General consist of representing the Association within the framework of the authority granted by the Board of Directors, ensuring that all services and obligations of the Association are carried out in accordance with the programs determined by the General Assembly and the Board of Directors and in compliance with the legislation, and ensuring the implementation of the activity program determined by the Board of Directors.
Article 19. Revenues of the Association:
Revenues of the Association consists of the following:
- Membership fees,
- Donations made to the Association by individuals and legal entities,
- Revenue from movable or immovable property,
- Revenues from publications, shows, balls, dinner meetings and similar events,
- Project revenues,
- Revenues to be obtained in return for services,
- Revenue from training, seminars and similar activities,
- All aid to be collected in accordance with the aid collection legislation,
- Earnings derived from commercial activities undertaken by the Association in order to obtain the revenue needed to achieve its purpose, and
- Other revenue of the Association.
Article 20. Bookkeeping Principles and Procedures of the Association and Books to be kept:
Principles of bookkeeping
The Association shall keep books on the operation account method. However, if the annual gross revenue exceeds TRY 500 thousand for the year 2005, books shall be kept on the balance sheet account method starting from the following accounting period.
In the event that the balance sheet account method is adopted, in case of falling below the above-mentioned limit in two consecutive accounting periods, it may be reverted to the operation account method starting from the following year. Notwithstanding the above-mentioned limit, books may be kept on the balance sheet method with the decision of the Board of Directors. In the event that the Association opens a commercial enterprise, books shall also be kept for this commercial enterprise in accordance with the provisions of the Tax Procedure Law.
Recording Procedure
The books and records of the Association shall be kept in accordance with the procedures and principles specified in the Regulation on Associations.
Books to be Kept
The following books shall be kept in the Association.
a) The books to be kept on the operation account method and the principles to be followed are as follows:
- Decision Book: The decisions of the Board of Directors shall be written in this book in order of date and sequence number and the decisions shall be signed by the members attending the meeting.
- 2. Member Registry: The identity information of those who enter the association as a member, their entry and exit dates are recorded in this book. The amount of entrance and annual fees paid by the members may be recorded in this book.
- 3. Document Registry: Received and sent documents are recorded in this book with date and sequence number. Originals of incoming documents and copies of outgoing documents are filed. Documents received or sent via electronic mail are kept by printing them out.
- 4. Fixtures Book: The date and manner of acquisition of the fixtures belonging to the Association, the places where they are used or given, and the deregistration of those who have expired are recorded in this book.
- 5. Operation Account Book: Revenues received, and expenses incurred on behalf of the Association are clearly and regularly recorded in this book.
- 6. Receipt Registry: The serial and sequence numbers of the receipt documents, the names, surnames and signatures of those who receive and return these documents, and the dates of receipt and return are recorded in this book.
b) The books to be kept on the balance sheet method and the principles to be followed are as follows:
- 1. Books listed in subparagraph (a): The books listed in subparagraphs 1, 2, 3 and 6 shall also be kept in case of keeping books on the balance sheet method.
- 2. Journal Book, General Ledger and Inventory Book: The method of keeping and recording of these books are made in accordance with the principles of the Tax Procedure Law and the General Communiques on Accounting System Implementation issued pursuant to the authorization given to the Ministry of Finance by this Law.
Certification of Books
The books that must be kept in the association are certified by the Provincial Directorate of Civil Society Relations Associations Unit or a notary public before they are used. The use of these books is continued until the pages are finished and the books are not subject to interim certification. However, the books kept on the balance sheet method and the books with form or continuous form sheets must be recertified every year in the last month before the year in which they will be used.
Preparation of Revenue Statement and Balance Sheet
In case of keeping records on operation account method, "Operation Account Statement" (specified in Annex-16 of the Regulation on Associations) is prepared at the end of the year (December 31). In case of keeping books on the balance sheet method, a balance sheet and revenue statement are prepared at the end of the year (December 31) based on the General Communiqués on Accounting System Implementation issued by the Ministry of Finance.
Article 21. Revenue and Expense Transactions of the Association:
Revenue and Expense Documents
The revenues of the Association are collected with a "Receipt Certificate" (a sample of which can be found in Annex 17 of the Regulation on Associations). In case the revenues of the Association are collected through banks, documents such as bank receipts or account statements issued by the bank replace the receipt.
The expenses of the Association are made with expenditure documents such as invoices, retail sales receipts, auto-entrepreneur receipts. However, for the payments of the Association within the scope of Article 94 of the Income Tax Law, an expense voucher is issued in accordance with the provisions of the Tax Procedure Law, and for the payments that are not within this scope, an "Expense Receipt" (an example of which can be found in Annex-13 of the Regulation on Associations) is issued.
Deliveries of free goods and service to be made by the Association to individuals, institutions or organizations are made with the " Aid In-Kind Delivery Certificate" (an example of which can be found in Annex-14 of the Regulation on Associations). Free goods and service deliveries to be made by individuals, institutions or organizations to the Association are accepted with the "In-Kind Donation Receipt Certificate" (an example of which can be found in Annex-15 of the Regulation on Associations).
Receipt Documents
"Certificates of Receipt" (in the format and size shown in Annex 17 of the Regulation on Associations) to be used in the collection of the revenue of the Association are printed by the decision of the board of directors.
The relevant provisions of the Regulation on Associations shall apply to the printing and control of the receipt documents, receipt from the press, recording in the book, handover between the old and new treasurers and the use of these receipt documents by the person or persons who will collect revenue on behalf of the Association with the receipt document and the delivery of the collected revenues.
Authorization Certificate
The person or persons who will collect revenues on behalf of the Association are determined by the decision of the board of directors by specifying the period of authorization. The "Authorization Certificate" containing the clear identity, signature and photographs of the persons who will collect revenue (a sample of which can be found in Annex 19 of the Regulation on Associations) is issued in triplicate by the Association and approved by the chairman of the board of directors of the Association. One copy of the authorization certificates is given to the associations units. Changes related to the authorization certificate are notified to the Provincial Directorate of Civil Society Relations Associations Unit within fifteen days by the chairman of the board of directors.
Persons who will collect revenue on behalf of the association can start collecting revenue only after a copy of the authorization certificate issued in their name is submitted to the associations unit.
The use, renewal, return and other issues related to the authorization certificate shall be carried out in accordance with the relevant provisions of the Regulation on Associations.
Retention Period of Revenue and Expense Documents
Except for the books, the receipt documents, expenditure documents and other documents used by the Association shall be kept for 5 years in accordance with the number and date order in the books in which they are recorded, without prejudice to the periods specified in special laws.
Article 22. Submission of Declaration:
The "Declaration of the Association" (presented in Annex-21 of the Regulation on Associations) regarding the activities of the Association for the previous year and the results of the revenue and expenditure transactions as of the end of the year is submitted to the relevant local administrative authority by the president of the Association within the first four months of each calendar year after approval by the board of directors of the Association.
Article 23. Obligation to Notify:
The notifications to be made to the local authority are as follows:
Notification of General Assembly Results
Within thirty days following the ordinary or extraordinary general assembly meetings, the chairman of the board of directors shall notify the relevant local administrative authority of the "General Assembly Result Notification" and its annexes (presented in Annex-3 of the Regulation on Associations), including the principal and substitute members elected to the boards of directors and supervisory boards and other organs. General assembly result notification shall include;
1- A copy of the minutes of the general assembly meeting signed by the chairman of the council, vice chairmen and clerk,
2- The new and old versions of the amended articles of the charter and a copy of the final version of the association's charter signed by the board of directors on each page, if the charter has been amended.
Notification of Immovables
The immovable properties acquired by the Association shall be notified to the local administrative authority by filling out the "Immovable Property Notification" (presented in Annex-26 of the Regulation on Associations) within thirty days from the registration to the title deed.
Notification of Receiving Aid from Abroad
In case of receiving aid from abroad, the Association, notify the local administrative authority before receiving aid by filling out the "Notification of Receiving Aid from Abroad" (specified in Annex-4 of the Regulation on Associations) in two copies. A copy of the board of directors' decision regarding receiving aid from abroad, a copy of the protocol, contract and similar documents, if any, and a copy of the receipt, bank statement and similar document related to the account to which the aid is transferred are also attached to the notification form.
Cash aids must be received through banks and the notification requirement must be fulfilled before they are used.
Notification of Joint Projects with Public Institutions and Organizations
A copy of the protocol and the project (shown in Annex-23 of the Regulation on Associations) regarding the joint projects carried out by the Association with public institutions and organizations on issues related to the field of duty shall be attached to the "Project Notification" and submitted to the governorship of the place where the headquarters of the Association is located within one month following the date of the protocol.
Notification of Changes
Any change in the domicile of the Association shall be notified to the local administrative authority within thirty days following the change by filling in the "Notification of Change in Domicile" (specified in Annex-24 of the Regulation on Associations); any changes in the organs of the Association outside the general assembly meeting shall be notified to the local administrative authority within thirty days following the change by filling in the "Notification of Change in the Organs of the Association" (specified in Annex-25 of the Regulation on Associations). Amendments to the charter of the association shall also be notified to the local administrative authority in the annex of the general assembly result notification within thirty days following the general assembly meeting where the amendment to the charter is made.
Article 24. Forms of Internal Audit and Independent Audit:
The internal audit of the association shall be conducted by the general assembly, the board of directors or the supervisory board. Additionally, it is obligatory to have an independent audit conducted by independent audit firms at least once every two years. Auditing by the general assembly, board of directors or independent audit firms does not replace the obligation of the auditing board. The supervisory board shall conduct an audit for the association at least once a year. The general assembly or the board of directors may conduct audits or have independent audit firms conduct audits when deemed necessary.
Article 25. Borrowing Procedure for Revenues and Expenses:
In order to realize its purpose and carry out its activities, the association may borrow with a decision of the board of directors, if needed. This borrowing may be in the form of purchase of goods and services on credit, or it may be in cash. However, this borrowing cannot be made in amounts that cannot be covered by the income of the association and in a way that will make the association insolvent.
Article 26. Books and Records of the Association:
The association shall keep the compulsory books that it must keep in accordance with the legislation. In addition, other books required to be kept in accordance with the decision of the board of directors may also be kept.
Article 27. Establishment of Representative Offices:
The association may establish a representative office with the decision of the board of directors in order to carry out the activities of the association wherever it deems necessary. The address of the representative office shall be notified in writing to the local administrative authority by the person or persons appointed as representative with the decision of the board of directors. The representative office can not be represented in the general assembly of the association. Branches cannot establish representative offices.
Article 28. Dissolution of the Association and Liquidation of Assets
The general assembly may at any time decide to dissolve the association.
The affirmative votes of two-thirds of the members who have the right to attend the general assembly are required to discuss the dissolution of the association at the general assembly. In case the meeting is postponed due to lack of majority, a quorum is not sought in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the board of directors and supervisory board. The majority required for the dissolution decision is two-thirds of the votes of the members attending the meeting and having the right to vote. Voting on the dissolution resolution in the general assembly shall be an open-voting.
Liquidation Procedures
When the dissolution decision is made by the general assembly, the liquidation of the money, property and rights of the association is made by the liquidation board, which consists of the members of the last board of directors. These procedures start from the date of the general assembly decision regarding the dissolution or when the automatic dissolution becomes definitive. The name to be used for the association in all transactions during the liquidation period is "Association of Informatics Industry Association in Liquidation Process".
The liquidation board is responsible and authorized to complete the liquidation of the money, property and rights of the association in accordance with the legislation, from the beginning to the end. The board shall first examine the accounts of the association. During the examination, the books, receipt documents, expenditure documents, title deed and bank records and other documents of the association are determined and its assets and liabilities shall be recorded in a report. During the liquidation proceedings, a call shall be made to the creditors of the association and the assets, if any, shall be converted into money and the converted money shall be paid to the creditors. Receivables shall be collected from the creditor association. After the collection of receivables and payment of debts, all remaining money, property and rights shall be transferred to the recipient determined in the general assembly. If a recipient is not determined in the general assembly, it shall be transferred to a non-governmental organization or foundation that has the closest aim to the purpose of the association in the province where the association is located and which has the highest number of members on the date of dissolution.
All transactions related to the liquidation shall be shown in the liquidation minutes and the liquidation procedures shall be completed within three months, except for the additional periods granted by the local administrative authorities based on a justified reason. Following the completion of the liquidation and transfer of the money, property and rights of the association, the liquidation board shall notify the local administrative authority of the place where the association is domiciled, with a letter within seven days and the liquidation report must be attached to this notification. The last members of the board of directors in the capacity of 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 board of directors. The retention period of these books and documents is five years.
Article 29. Lack of Provision
In matters not specified in this charter, the Law on Associations, Turkish Civil Code, the Regulation on Associations and the provisions of other relevant legislation applicable to associations shall apply.
This charter consists of 29 (twenty-nine) articles.