CHARTER

CHARTER OF – İSTANBUL INTERNATIONAL LAW  ASSOCIATION

PART I- FOUNDATIONAL PROVISIONS AND DEFINITIONS

ARTICLE 1: NAME OF THE ASSOCIATION, HEADQUARTERS

The name of the association is “-İSTANBUL INTERNATIONAL LAW  ASSOCIATION”. Its short name shall be “ILI-İstanbul”. The headquarters of the association is within the boundaries of the province of İstanbul. The association has no branches.

ARTICLE 2: DEFINITIONS

In this Charter, the following terms, words and abbreviations shall have the following meanings:

Association: shall mean the -İstanbul International Law  Association;

Charter: shall mean the Association’s main Charter;

Headquarters: shall mean the headquarters of the Association located within the boundaries of the İstanbul Metropolitan Municipality;

Members: shall mean the actual and honorary real person or legal entity members of the Association;

General Assembly: shall mean the highest decision-making body of the Association, which shall consist of all actual members of the Association;

Board of Directors: shall mean the management body of the Association, which shall receive its authority from the General Assembly

Chairman: shall mean the Chairman of the Association’s Board of Directors;

Law on Associations: shall mean the Turkish Associations Law no. 5253.

ARTICLE 3: OBJECTIVE AND PURPOSE OF THE ASSOCIATION

The objective and the purpose of the Association are as follows:

3.1 OBJECTIVE OF THE ASSOCIATION

Starting from the belief that development in developing and up-and-coming countries is possible through constituting the framework for the rule of law and ingraining the principle of the primacy of law, the objective of the association is to increase the capacity of the legal profession and the skill level of such professionals, and in this manner to increase lawyers’ contribution to the development of their countries by developing suitable solutions to their countries’ specific necessities.

3.1 PURPOSE OF THE ASSOCIATION

In order to ensure the implementation of the principle of the rule of law, the purpose of the association is to train all public officials and private sector executives, especially members of legal profession,  who can play a part in the formation of policies and decisions to help development in the public or private sectors, in the basic elements of the rule of law and good governance systems, to increase their professional skills, to enhance their understanding of sophisticated professional issues, and for this purpose to publish materials and to organize training programs, seminars and conferences focusing on an international, comparative and financial analysis of legislative, executive and judicial approaches.

ARTICLE 4: THE ASSOCIATION’S AREAS AND METHODS OF ACTIVITY

4.1       Undertaking research for the development and effectiveness of the activities;

4.2       Organizing education activities such as courses, seminars, conferences and panels;

4.3       Procuring all kinds of information, files, documents and published materials for the achievement of the purpose; organizing a documentation center; publishing newspapers, magazines, books and briefs and working bulletins to be distributed to members in an effort to publicize the activities;

4.4       Procuring a productive working environment for the achievement of the purpose; procuring all necessary technical equipment and tools, fixed assets and stationary;

4.5       Collecting donations on condition that all necessary permits are taken; accepting domestic and international donations;

4.6       Establishing and operating economic, commercial and industrial enterprises to procure the necessary income for the achievement of the purpose;

4.7       Opening dining facilities and social and cultural facilities and furnishing these facilities for the use and benefit of members;

4.8       Organizing or maintaining activities such as dinner parties, concerts, balls, theatre outings, exhibits, attending sports competitions, travel, and other entertainment activities in order to develop and continue social relations among members;

4.9       Purchasing, selling, leasing, or establishing encumbrances on, operating and constructing real property as required for the scope and purposes of the Association;

4.10     Establishing foundations, federations or joining preexisting federations; establishing facilities that can be established by associations authorized with the necessary permits;

4.11     Engaging in international activities; joining foreign associations or organizations and partnering or cooperating with such organizations on a project basis;

4.12     When necessary to achieve the purpose, carrying out projects with public institutions and organizations within the respective field of each, reserving the terms of Law No. 5072 on Relations between Associations and Foundation and Public Institutions and Organizations;

4.13     Establishing common funds to meet Association members’ certain basic necessities such as food and clothing, their needs for other goods and services, and short-term loans;

4.14     Opening branches and representation offices in necessary places;

4.15     Organizing platforms to realize common purposes with other associations, foundations and other similar non-governmental organizations that lie within the scope of the Association’s purposes and that are not barred by law.

ARTICLE 5: THE ASSOCIATION’S SCOPE OF ACTIVITY

The Association may operate in all fields towards the achievement of its purpose.

PART II- MEMBERSHIP AND MEMBERSHIP PROVISIONS

ARTICLE 6: RIGHT TO BE A MEMBER

Real persons and legal entities may become members of the Association. Foreign real persons who have residence permits in Turkey; foreign associations and foundations which have the necessary permits required under law; and foreign non-profit establishments other than associations and foundations may become members of the Association. Necessary conditions for membership in the Association are listed below.

7.1       REAL PERSON MEMBERS

7.1.1    To meet at least one of the four conditions listed below:

(i)        To be a legal professional with a minimum of a graduate degree from an internationally-recognized law school operating in English;

(ii)       To be an academic with a Ph. D. in international and/or comparative law;

(iii)      Having served and/or currently serving as a representative with the Turkish Ministry of Foreign Affairs;

(iv)      To be a legal professional who, for no less than a ten-year period, has practiced international and/or comparative law at a law firm where the English language is heavily used.

7.1.2    Not having been expelled from membership from an association for reasons other than failing to pay membership fees and being prohibited from becoming a member of associations;

7.1.3    Except stipulated otherwise in specific laws, to obtain permission from entities where they belong, in accordance with Article 3 of the Law on Associations;

7.1.4    Not having been convicted for crimes of turpitude;

7.1.5    Being recommended for membership by at least three members of the Association;

7.1.6    Paying the membership registration fee.

8.2       LEGAL PERSON MEMBERS

8.2.1    To have been established under the laws of Turkey, or to be a foreign association or foundation or any non-profit organization other than an association or foundation and to possess all necessary permits required under law;

8.2.2    To not be prohibited from becoming a member of associations under the terms of the Law on Associations numbered 5253;

8.2.3    By persons authorized to bind and represent the legal entity to present a written request for membership;

8.2.4    To have a purpose congruent with the purpose of the Association;

8.2.5    If companies become a member of the Association qua legal persons, they must exercise their voting rights via the President of their Board of Directors or any other person authorized with representative power. When the representative’s representative authority or the President’s term of office expires, the legal person member must declare to the Association the new representatives authorized with exercising the right to vote.

ARTICLE 9: TYPES OF MEMBERSHIP

The types of membership are as stated below.

9.1       ACTUAL MEMBERS

Are real persons or legal entities who have taken on all of the responsibilities arising from membership and who benefit from the rights and responsibilities bestowed by membership. The rights of members include the right to be nominated for any position and the right to vote, provided that the necessary conditions are met; whereas the responsibilities of membership are to participate in special and general meetings; to obey the Charter of the Association; to timely pay fees; and to show the necessary effort to realize the Association’s purposes and objectives and to maintain the Association’s reputation within the international legal community. Members who leave or who are expelled from the Association may not claim any rights over the assets of the Association.

Legal person members exercise their right to vote via persons authorized to represent the entity, or by the President of their Board of Directors. At the time that the duration of the representation expires, a new representative shall be elected by the legal person member. The representative of the legal entity member must possess the conditions expected of real person members.

9.1       HONORARY MEMBERS

Are persons who, with the consent of the Board of Directors, are elected to honorary membership from among persons who have made or may make significant and important contributions to the goals and purposes of the Association in Turkey. Honorary members have no right to be elected to the Board of Directors and not required to pay dues stipulated under the Association’s budget. Honorary members have no right to vote.

ARTICLE 10: THE MEMBERSHIP PROCESS

The process for membership is outlined below.

10.1     BECOMING A MEMBER

10.1.1  BECOMING AN ACTUAL MEMBER

10.1.1.1           REAL PERSON ACTUAL MEMBERS

10.1.1.1.1        Real persons who want to become members of the Association must fill out a “Membership Application Form” which states that they accept the terms under the Charter of the Association and that they fulfill the conditions for membership stated thereunder. The Membership Application Form must also be signed by at least three members of the Association. The applicant must submit the Membership Application form, alongside 4 passport photographs and a certified copy of his/her ID, to the President of the Association.

10.1.1.1.2        The Board of Directors must rule on the application by majority vote, and notify the applicant in writing of the outcome within thirty days of the receipt of the application.

10.1.1.1.3        After the acceptance of the applicant to the Association, the new member is recorded in the “Association Membership Ledger”. The new member then pays an Admission Fee and a proper portion of the Annual Dues.

10.1.1.2                      LEGAL PERSON ACTUAL MEMBER

10.1.1.2.1        Legal entities who want to become members of the Association must fill out a “Membership Application Form” which states that they accept the terms under the Charter of the Association and that they fulfill the conditions stated thereunder. The Membership Application Form must be signed by at least three members of the Association. A decision of the board of directors/managers declaring the legal entity’s intention to be a member of the Association, or an authorization certificate together with a declaration by the authorized person, signature circulars, trade registry gazettes, 4 passport photographs and a certified copy of the authorized representative’s ID must be submitted to the President of the Association directorate alongside the Membership Application Form.

10.1.1.2.2        The Board of Directors must rule on the application by majority vote, and notify the applicant in writing of the outcome within thirty days of the receipt of the application.

10.1.1.2.3        After the acceptance of the applicant to the Association, the new member is recorded in the “Association Membership Ledger”. The new member then pays an Admission Fee and a proper portion of the Annual Dues.

10.1.1  BECOMING AN HONORARY MEMBER

In the event that persons who have significantly contributed to the realization of the Association’s purposes apply for membership, the Board of Directors must inquire into whether the said conditions are met, and must resolve on accepting or rejecting the application within 30 days of its receipt. The Board of Directors’ approval or rejection is notified to the candidate at most within thirty days. No person can be forced to become a member.

ARTICLE 11: TERMINATION OF MEMBERSHIP

Every member has right to terminate his or her membership in the Association by written notification. Termination is deemed to have occurred as immediately upon the receipt of the written request by the Board of Directors. Termination of the membership in such manner will not erase the due debts of the member.

Members who terminate their membership may not claim any right over the assets of the Association and will be removed from the Association’s membership ledger.

ARTICLE 12: EXPULSION OF MEMBERS

Reasons for expulsion from membership are as follows:

12.1     Failure to attend two back-to-back Ordinary General Assemblies without reason; failure to not carry out the delegated tasks and failure to not pay sufficient attention to the Association’s activities and its scope and purposes;

12.2     Loss of the right to become a member of associations and behaving in a manner contrary to the provisions of this Charter and General Assembly and Board of Directors Resolutions;

12.3     Purportedly undertaking legal acts on behalf of the Association without necessary authorization and thereby burdening the Association with debts and obligations;

12.4     Behaving in a manner that burdens and prevents the realization of the Association’s purposes;

12.5     Failure to pay membership dues;

12.6     Behaving in a manner that harms the image and the reputation of the Association.

In the event that one of the conditions listed above is detected, the member will be expelled from membership by a decision of the Board of Directors. Members who are expelled from membership may not claim any right over the assets of the Association and will be removed from the Association’s membership ledger.

PART III- DUTIES AND AUTHORITIES OF THE BODIES

ARTICLE 13: BODIES OF THE ASSOCIATION

The Association has four Bodies, three of which are mandatory and one is optional. These bodies are listed below. The General Assembly may establish other bodies as necessary.

MANDATORY BODIES

A. General Assembly

B. Board of Directors

C. Board of Auditors

OPTIONAL BODY

A. Advisory Board

In addition to the bodies listed above, the Board of Directors may establish other commissions as necessary to realize the Association’s objective and purposes.

ARTICLE 14: GENERAL ASSEMBLY

The General Assembly possesses the greatest authorization of all the Association’s bodies, and is composed of registered members. The General Assembly shall meet every three years within the course of March to conduct ordinary elections and a financial general assembly meeting. The Board of Directors calls General Assemblies to meet.

The General Assembly must also meet whenever the Board of Directors or the Supervisory Board deems necessary, or within 30 days of a written request of one fifth of all registered members.

If the Board of Directors does not call the General Assembly to meet, a civil judge, in response to the application of a member, may devolve upon three members of the Association the duty to call a meeting of the General Assembly.

ARTICLE 15:  PROCEDURE OF INVITATION TO THE GENERAL ASSEMBLY

The principles to be followed in calling a meeting of the General Assembly are as follows:

15.1     The Board of Directors prepares a list of the members who have a right to attend the General Assembly meeting under the Charter.

15.2     Members who have the right to attend the meeting are called to meet, at least 15 days in advance, by way of the publication of the date, time, meeting place and meeting agenda of the General Assembly meeting in a newspaper or by delivery of the same to members by electronic mail. The notification shall also include information on the date, time and place of a second meeting if the General Assembly meeting cannot be held on the announced date for lack of quorum. The two meetings may not be separated by less than seven or more than sixty days.

15.3     If the first meeting cannot be held for reasons other than a lack of quorum, a notification must be sent to members through a means that would have been permissible for a call for the initial meeting, and this notification must also include the reasons for the postponement. The second meeting must be held within six months after the postponement date. Members must be re-invited to the second meeting through a procedure permitted under the first clause. The General Assembly meeting may not be postponed more than once.

ARTICLE 16:  PROCEDURE OF THE GENERAL ASSEMBLY MEETING

The principles to be followed at General Assembly meetings are provided below:

16.1     The General Assembly will convene with the attendance of an absolute majority of the members who have a right to attend the meeting. General Assembly meetings where the Charter is to be amended or revoked shall require the attendance of a two-thirds majority. If the meeting cannot be held due to a lack of quorum, a majority shall not be sought at the second meeting. However, the number of members in attendance at the second meeting cannot be less than twice the total number of members on the Board of Directors and the Supervisory Board.

16.2     The list of members who have a right to attend the General Assembly meeting must be posted at the place of the meeting. Attendees’ official identity credentials shall be confirmed by members of the Board of Directors or other officials authorized thereby. Members shall sign the list of attendees prior to admission.

16.3     If quorum is met, that fact shall be documented in an affidavit and the meeting shall be called to order by the Chairman or any other member of the Board of Directors authorized thereby. If quorum is not met, that fact shall also be documented in an affidavit.

16.4     Once the meeting is called to order, a meeting committee shall be formed by electing a chairman and a sufficient number of deputy chairmen and clerks.

16.5     In elections for Association bodies, voting members must show official identification to the meeting committee and sign their names on the list of attendees.

16.6     The chairman of the meeting committee is responsible for steering and securing the meeting.

16.7     Only issues that are on the agenda may be discussed at the meeting. However, issues proposed for discussion by no less than one tenth of the attendees must be added to the agenda.

16.8     Each member has one vote; each member must cast his/her vote personally. Honorary Members may attend the meetings but may not vote. For members that are legal entities, the vote may be cast by the member’s Chairman of Board of Directors or other person authorized for representation.

16.9     The discussions undertaken at the meeting as well as the resolutions taken shall be recorded in meeting minutes, which shall be signed by the Chairman and the clerks of the meeting committee. At the end of the meeting, the minutes and other documents shall be handed to the Chairman of the Board of Directors. The Chairman of the Board of Directors shall be responsible for safekeeping these documents and delivering them to the newly elected Board of Directors within seven days.

16.10   The decision quorum at the General Assembly shall be a majority of the members in attendance. However, the decision to amend the Charter and the decision to dissolve the Association may only be taken with the votes of two thirds of the members in attendance.

ARTICLE 17: PRINCIPLES AND PROCEDURES OF VOTING AND DECISION TAKING IN THE EXTRAORDINARY GENERAL ASSEMBLY MEETINGS

Election of the members of the Board of Directors and Supervisory Board will be done in secret voting, other decisions will be given in open voting. Secret votes means votes collected by the Chairman of the meeting committee in an empty box after the necessary steps are completed in sealed papers or voting papers by the members. At the end of the voting procedure votes will be calculated publically.

Open voting procedure will be determined by the Chairman of the meeting committee. The General Assembly meeting’s decisions quorum will be taken with the simple majority of the attendant members. However, the quorum with respect to resolutions regarding amendment of the Charter and Dissolution of the Association shall be the 2/3 of the attendant members.

ARTICLE 18: DUTIES AND RIGHTS OF THE GENERAL ASSEMBLY

The General Assembly is the Association’s highest decision-making body, and the following subjects shall be discussed and resolved at the General Assembly:

18.1     Choose permanent and substitute members of the Board of Directors, the Supervisory Board and the Advisory Board;

18.2     Discuss and resolve Board of Directors proposals to amend the Charter of the Association;

18.3     Discuss reports of the Board of Directors and the Supervisory Board and to release members of the Board of Directors;

18.4     Approve or amend the proposed budget of the Board of Directors;

18.5     Authorize the Board of Directors to purchase any necessary real property on behalf of the Association or to sell real property;

18.6     Review and accept or amend bylaws proposed by the Board of Directors;

18.7     Determine the wages, per diem rates, traveling expenses and other compensation to be paid to the chairmen and members of the Board of Directors and the Supervisory Board who are not public officials, as well as the daily wages and traveling expenses to be paid to members who are assigned duties by the Association;

18.8     Decide on joining or leaving a Federation;

18.9     Decide on establishing a Foundation;

18.10   Decide to revoke the Association or liquidate the Association’s assets;

18.11   Fulfill duties devolved upon the General Assembly by law or by the Charter;

18.12   Supervise other bodies of the Association and relieve them from their duties when necessary;

18.13   Decide on timely appeals by expelled members;

18.14   As the Association’s body with the broadest authority, perform tasks and exercise powers not assigned to any other body;

18.15   Take necessary resolutions in accordance with the laws of the Republic of Turkey and the Charter.

ARTICLE 19: COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors shall be composed of five actual members and five substitute members who shall be elected to three-year terms from among real person and legal entity members of the Association. The three-year period shall commence following the General Assembly meeting at which the election is completed.

19.1     The Board of Directors shall, in its first meeting following the election, resolve upon the distribution of duties and elect a chairman, a vice chairman, a secretary and a bookkeeper.

19.2     The Board of Directors can be called for a meeting at any time as long as all members are given notice. The meeting quorum is half of the number of the members plus one. The decision quorum is a simple majority of the members in attendance.

19.3     In the event that there is a vacancy on the Board of Directors by reason of the resignation of an actual member or otherwise, substitute members must be acceded to seats on the Board of Directors by order of the number of votes received at the General Assembly.

ARTICLE 20: WORKING PRINCIPLES OF BOARD OF DIRECTORS

The Board of Directors carries out the following matters.

20.1     The Board of Directors shall convene with the presence of one more than half the number of its members. Resolutions are adopted by a majority of the total members in attendance.

20.2     The Board of Directors shall meet upon the Chairman’s invitation, to discuss and work on the agenda determined by the Chairman in consultation with the Board of Directors.

ARTICLE 21: DUTIES AND RIGHTS OF THE BOARD OF DIRECTORS

The Board of Directors carries out the following matters.

21.1     Represent the Association or authorize one or more other members to do so,

21.2     Carry out transactions as regards to income and expenditure accounts; prepare and submit to the General Assembly the budget for the next period,

21.3     With the authority given by the General Assembly, purchase real property, sell movable and real property belonging to the Association; construct buildings or facilities; enter into leasing contracts; establish mortgages or rights in rem in favor of the Association,

21.4     Open representation offices where necessary,

21.5     Decide on the admission or expulsion of Association members,

21.6     Take and implement all kinds of resolutions for the purposes of the realization of the Association’s purposes,

21.7     Perform the duties and exercise the authorities given to it by law,

21.8     In line with the laws of Republic of Turkey and the provisions of this Charter, take and implement resolutions promoting activities relevant to the Association’s purposes,

21.9     Prepare the preceding year’s annual report and balance sheet and cash flow statement and submit them to the General Assembly,

21.10 Prepare a program and annual budget bylaws for the present term and submit them to the General Assembly and implement these programs,

21.11 Determine the date, time, place and agenda of General Assembly meetings and announce these to members,

21.12 Set up committees to work on administration and service matters and take necessary decisions on such committees’ reports,

21.13 Appoint personnel to run the affairs of the Association and the necessary consultants, and remove them when necessary,

21.14 Provided that no interest is created from the Association’s revenues for the members of the Board of Directors and the members of the Association, and that all revenues are used for the Association’s purposes, resolve on the establishment of partnerships, commercial enterprises, funds and foundations or participation in the same, and submit such resolutions for approval by the General Assembly,

21.15 Carry out activities related to amending the Charter and reducing and amending regulations, and submit the necessary bills for approval by the General Assembly,

21.16 Notify members and related persons and entities of General Assembly Resolutions and implementing the same,

21.17 Take over command from the previous year’s Board of Directors and, pursuant to the balance sheet, take possession of the Association’s property and deliver and transfer the same to the next Board of Directors to be elected.

ARTICLE 22: BOARD OF AUDITORS

The Board of Auditors shall be composed of three (3) actual and three (3) substitute members elected by the General Assembly. In case that a position of actual membership is vacated due to resignation or any other reason, it is obligatory to call deputy members for duty in the order determined in order of votes collected at the General Assembly.

ARTICLE 23: DUTIES AND RIGHTS OF THE BOARD OF AUDITORS

Pursuant to the procedures and principles set out in the Association Charter, and at regular intervals not exceeding one year, the Board of Directors audits whether the Association operates within the scope of the purpose set forth in the Charter and the fields of activity to be pursued for the realization of this purpose, and whether the books, accounts and records are kept in accordance with law and the Association’s Charter, and submits, by way of a report, the outcomes of the audit to the Board of Directors and General Assembly when convened.

The Board of Auditors calls the General Assembly for a meeting when it deems necessary.

The Association shall be open to all kinds of audit. In addition, the Board of Auditors provides and is responsible for the internal audit of the Association.

23.1     At the first meeting to be held after the election, which shall in any event be held in the six days following the same, the Board of Auditors shall elect a Chairman and a Spokesman.

23.2     The Board of Auditors shall meet at least once every twelve months. The meeting and resolution quorum is two.

23.3     The Board of Auditors shall be responsible for and authorized to inform the Board of Directors of the results of its analyses of the documents and books related to the Association’s budget, accounts and transactions, its proposals and recommendations; to attend the Board of Directors meeting where the annual report prepared by the Board of Directors, the annual budget bylaws and cash flow statements will be discussed and to present its views and recommendations on the same; to submit to the General Assembly, by way of a report, its analyses of the preceding year’s annual report, balance sheet and cash flow statements prepared by the Board of Directors.

23.4     Internal audit of the Association is essential. Internal audit may be carried out by the General Assembly, the Board of Directors or the Board of Auditors, as well as independent Audit Companies. That the General Assembly, the Board of Directors or independent Audit Companies have conducted audits does not remove the responsibties of the Board of Auditors. The Board of Auditors audits, at regular intervals not exceeding one year, whether the Association operates within the scope of the purpose set forth in the Charter and the fields of activity to be pursued for the realization of this purpose, and whether the books, accounts and records are kept in accordance with the law and the Association charter, pursuant to the procedures and principles set out in the Association Charter and submits, by way of a report, the outcomes of the audit to the Board of Directors and General Assembly when convened.

ARTICLE 24: ADVISORY BOARD

The Advisory Board shall be composed of five members to be elected to three-year terms from among members of the Association or other real persons suggested by the Board of Directors who have contributed or may contribute specifically and significantly to the aims and purposes of the Association. The Advisory Board may convene when it deems necessary.

The Advisory Board shall be called to meet pursuant to the agenda determined by its President or the President of the Association, and copies of its resolutions shall be sent to the Board of Directors.

ARTICLE 25: DUTIES AND RIGHTS OF THE ADVISORY BOARD

The duties and rights of the Advisory Board are set out below.

25.1     Prepare drafts and programs as regards to the exercises to be conducted for the purpose of the Association and its fields of activity; present its views and recommendations to the Board of Directors,

25.2     Conduct studies increasing the prestige of the Association in the eye of the public and international law community, present its views and recommendations,

25.3     Present its opinion regarding the projects, amendments and projections as regards to the activities of the Association and its facilities,

25.4     Presenting its opinion as regards to the requests and wishes of the Board of Directors and the General Assembly on other subjects.

MADDE 26: COMMON PROVISIONS

The members of the Board of Directors and Board of Auditors shall be deemed resigned from office in the event that they miss 3 consecutive meetings without valid reason, or in the event that they have been absent for one more than half of the meetings held within one working period even if the absences may have been for valid reason.

In case of any vacancy for any reason, substitute members are called for actual membership in turn. In the event that the substitute member taking office resigns from his duty, the following substitute member in turn shall be called for duty.

PART 4 – FINANCIAL PROVISIONS

ARTICLE 27: SOURCES OF INCOME FOR THE ASSOCIATION

Sources of income for the Association are listed below:

27.1     Entry Fee (Enrollment Fee): A one-time-only fee envisaged to be collected from newly-admitted members in each working period. The amount of the entry fee is determined by the Board of Directors.

27.2     Annual Dues (Membership Dues): Dues envisaged to be collected from members in each working period, which must be paid by members as long as they remain members. The amount of the dues is determined by the Board of Directors. Annual dues shall be paid until the end of June of each year at the latest.

27.3     Commercial enterprise revenues,

27.4     Domestic and international donations and grants,

27.5     Income generated from education and study activities and the operation of social facilities,

27.6     Income generated pursuant to Law on Charity Collection,

27.7     Income generated from activities pursued in line with the purpose of the Association,

27.8     Other income.

ARTICLE 28: BOOKS OF THE ASSOCIATION

The rules and methods of book keeping, registration, books to be kept and their certification is set out below.

28.1     BOOK KEEPING: The books of the Association shall be kept in accordance with the operation account method (işletme hesabı esası).

In the event that the balance sheet method (bilanço esası) is adopted, if the threshold noted above cannot be met for two successive accounting periods, the operation account method may be re-adopted as of the following year.

The books of the commercial enterprises under the Association shall be kept in line with the Tax Procedure Law.

28.2     REGISTRATION METHOD: The books and registries of the Association shall be kept in line with the methods and principles set out in the Law on Associations.

28.3     BOOKS TO BE KEPT: The following books, certified by the notary, shall be kept for the Association:

28.3.1    Resolution Book: Resolutions of the Board of Directors are written in this book in chronological order and the resolutions shall be signed by members attending the meeting.

28.3.2    Member Registration Book: Personal information, admission and exit dates of the members shall be registered in this book. The admission fees and annual dues paid by the members may be registered in this book.

28.3.3    Document Registry Book: Incoming and outgoing documents shall be kept in this book in order of date and number. Originals of the incoming documents and copies of outgoing documents shall be filed. The documents received or sent by way of electronic mail shall be printed and kept.

28.3.4    Fixed Asset Book: Date and method of acquisition of the fixed assets of the Association, the locations at which they are used, and removal of expired entries shall be registered in this book.

28.3.5    Books to be kept in accordance with the balance sheet method: Journal Book, Ledger and Inventory Book. The bookkeeping and registration methods of these books shall be made in accordance with Bylaws on the Application of Accounting Systems promulgated by the Ministry of Finance in line with the Tax Procedure Code and the authority given by the Tax Procedure Code.

28.3.6    Receipt Registry Book: Serial and sequence numbers of receipts, names, surnames and signatures of the people that have received and delivered such documents and the dates when they have received and delivered the same shall be recorded in this book.

In addition, the Association shall keep all other books required to be kept as per the Law on Associations and other relevant regulations and bylaws. In the event that any one of the foregoing books is not required to be kept as per the relevant legislation, the decision whether to keep such book shall be at the discretion of the Board of Auditors.

28.4     CERTIFICATION OF THE BOOKS; Books that are required to be kept for the Association shall be certified by the provincial directorate of associations or by a notary public before they are used. The books shall be used until their pages run out, and no interim certification is required. However, books that are kept on a balance sheet basis, and form or continuous form books shall be re-certified for every year in which they are to be used, within the last month of the preceding year.

ARTICLE 29: PREPARATION OF INCOME STATEMENTS AND BALANCE SHEETS

If accounts are kept in accordance with the operation account method, an “Operation Account Table” (as set out in Annex-16 of the Regulation on Associations) shall be prepared at the end of each year (31 December). If books are kept on a balance sheet basis, balance sheets and income statements shall be prepared at the end of each year (31 December) in accordance with the Bylaws on the Application of Accounting Systems promulgated by the Ministry of Finance.

ARTICLE 30: INCOME AND EXPENDITURE TRANSACTIONS OF THE ASSOCIATION

Income and expenditure documents;

30.1     Incomes of the Association are collected through “Receipt Certificates.” In case incomes are collected through banks, bank receipts or bank statements shall substitute for receipt certificates.

30.2     Expenditures of the Association are made through expenditure documents such as invoices, receipts, self-employment invoices. However, for expenditures that are within the scope of article 94 of the Income Tax Law, expenditure bills as regulated under the Tax Procedure Law; and for expenditures outside of this scope, “Expenditure Receipts” shall be prepared.

30.3     Deliveries of goods and services made without charge to persons, agencies and  institutes by the Association shall be made through “Aid-in-kind Delivery Certificates.” Deliveries of goods and services made free of charge by persons, agencies and institute to the Association shall be made through “Aid-in-kind Receipt Certificates”.

ARTICLE 31: RECEIPT CERTIFICATES

“Receipt Certificates” to be used in the collection of Association income shall be commercially printed pursuant to resolution of the Board of Directors.

As regards to matters relating to the printing and control of receipt certificates, the receipt from the printing house of the same, their registry in the book, their handover between the old and new bookkeepers and the use of the receipt certificates by the person or persons collecting incomes on behalf of the association by way of receipt certificates, as well as the delivery of the incomes, the association shall act in accordance with the relevant provisions of the Regulation on Associations.

ARTICLE 32: CERTIFICATE OF AUTHORITY

The person or persons collecting income on behalf of the association shall be determined by a resolution of the Board of Directors, which shall also indicate the authorization period. The “Certificate of Authority” including the personal information, signature and photograph of the persons collecting income shall be prepared by the association in three copies and be approved by the president of the Board of Directors of the association. One copy of the certificates of authority shall be given to the associations department [of the Ministry of the Interior].

The associations department shall be notified of any amendments to the certificate of authority by the president of the Board of Directors within fifteen days. Persons authorized to collect income can only commence collecting income following the delivery of one copy of the certificate of authority to the associations department. The association shall act in accordance with the relevant provisions of the Regulation on Associations with respect to the use, renewal, return of the certificate of authority and other matters.

ARTICLE 33: PRESERVATION PERIOD FOR INCOME AND EXPENDITURE DOCUMENTS

Receipt certificates, expenditure documents and other documents used by the association, excluding the books, shall be preserved, without prejudice to the periods determined in special provisions of the law, for a term of five years in accordance with the number and date organization of the book in which they are registered.

ARTICLE 34: SUBMITTING DECLARATION

An “Association Declaration” respecting the outcomes from the preceding year, as of the end of the relevant year, of the activities and income and expenditure transactions of the association shall be prepared by the Board of Directors and shall be submitted to the highest local administrative authority by the president of the association within the first four months of each year.

ARTICLE 35: NOTIFICATION REQUIREMENT

Notifications to be submitted to the administrative authority are as follows:

35.1     GENERAL ASSEMBLY CONCLUSION NOTIFICATION

A “General Assembly Conclusion Notification” together with annexes, containing the actual and substitute members of the Association’s administrative, audit and other bodies shall be submitted to the local administrative authority by the president of the Board of Directors within thirty days following the Ordinary or Extraordinary General Assembly meetings of the Association.

The following documents shall be attached to the General Assembly Conclusion Notification;

35.1.1    A copy of the General Assembly meeting minutes signed by the meeting chairman, vice-chairmen and the clerk;

35.1.2    In the event that the charter has been amended, a copy of the new and old versions of the amended provisions along with the latest version of the association charter, each page having been executed by the Board of Directors.

35.2     NOTIFICATION OF REAL ESTATE

Notice of any real estate acquired by the association shall be given to the local administrative authority by filling out a “Real Estate Notification” within thirty days of its registration with the land registry.

35.3     NOTIFICATION OF FOREIGN AID

Before receiving aid from foreign countries, two copies of a “Notification of Foreign Aid” shall be filled out and submitted to the local administrative authority by the Association.

A copy of the resolution of the Board of Directors respecting the receipt of foreign aid; any protocols, agreements and similar documents drafted for this purpose that may exist, and copies of the receipts, statements and similar documents relating to the account in which the foreign aid is deposited shall be attached to the notification form. Aid delivered in cash shall be received through banks and the notification requirement shall be met before the utilization.

35.4     NOTIFICATION REGARDING PROJECTS CARRIED OUT JOINTLY WITH STATE INSTITUTIONS AND ORGANIZATIONS

A copy of any protocols and projects respecting projects within the field of duty of the association to be carried out jointly with state institutions and organizations, together with the “Project Notification,” shall, within one month following the date of the protocol, be submitted to the governorship where the headquarters of the association is located.

35.5     NOTIFICATION OF AMENDMENTS

Notice of any changes in the premises of the association shall be given to the local administrative authority within thirty days through a “Notice of Change in Premises”; notice of any changes in association bodies other than the General Assembly shall be given to the local administrative authority within thirty days through a “Notification of Change in Association Bodies.”

Amendments made to the Association charter shall be submitted to the local administrative authority within thirty days following the General Assembly meeting approving the relevant amendment, in attachment to the General Assembly Conclusion Notification.

ARTICLE 36: INTERNAL AUDIT OF THE ASSOCIATION

Internal audits may be carried out by the General Assembly, the Board of Directors or the Board of Auditors, as well as independent Audit Companies. That an audit may have been performed by the General Assembly, the Board of Directors or an independent Audit Company does not remove the responsibties of the Board of Auditors. The Board of Auditors must audit the Association at least once a year. The General Assembly or the Board of Directors may conduct an audit or may have independent Audit Companies conduct an audit when it is deemed necessary.

ARTICLE 37: BORROWING METHODS OF THE ASSOCIATION

The Association may borrow funds by way of a resolution of the Board of Directors if doing so is required to realize the purposes of the association and to carry out its activities. This indebtedness may be incurred by the purchase of goods and services on credit and as well as by borrowing cash. However, such borrowing shall not be realized in an amount that cannot be covered by the income of the association and that will cause the association to become insolvent.

ARTICLE 38: ACTIVITY PERIOD AND BUDGET

The activity period of the association starts on January 1 and ends on December 31. The Association Budget consists of an Annual Bylaw on Budget and statements of Revenues and Expenditures. Matters such as disbursement authorizations, forms of collection of income, documents relating to losses and expenditures, the amount of money to be kept on hand, authorizations to transfer funds to departments shall be stated in the Annual Budget Regulation.

PART 5- GENERAL PROVISIONS

ARTICLE 39: AMENDMENT TO THE CHARTER

The Charter shall be amended upon a resolution of the General Assembly. A two-thirds majority of the members  who are entitled to attend to General Assembly is required for an amendment of the Charter in the General Assembly. In the event that the meeting is postponed for lack of quorum, the meeting quorum shall not be sought at the second meeting. However, the number of members attending this meeting shall not be less than twice the total number of the members of the board of directors and the board of auditors.

The decision quorum for an amendment of the Charter is two thirds of the voting members in attendance. An open vote shall be taken in the General Assembly for the amendment of the Charter.

Amendments to the Charter shall not be made in the General Assembly unless proposed amendments are sent to the members of the General Assembly at least ten days prior to the meeting.

ARTICLE 40: DISSOLUTION OF THE ASSOCIATION AND THE FORM OF LIQUIDATION OF THE ASSETS

40.1 DISSOLUTION OF THE ASSOCIATION

The General Assembly may always resolve to dissolve the association. In order to consider dissolution in the General Assembly, a two-thirds majority of the members that are entitled to attend the General Assembly is required. In the event that the meeting is adjourned for lack of quorum, the meeting quorum shall not be sought at the second meeting. However, the number of members attending this meeting shall not be less than twice the total number of the members of the board of directors and the board of auditors.

The decision quorum for the dissolution of the Association is two thirds of the voting members in attendance. An open vote shall be taken in the General Assembly for dissolution.

In case dissolution of the Association is resolved upon, liquidation of the assets shall be carried out in accordance with Article 89 of the Associations Regulation. Liquidation of the assets shall be performed by the Liquidation Committee, whose members shall be elected from among the members of the last Board of Directors. In the event that any assets of the Association remain, the assets shall be given to an institution to be decided in the General Assembly. Within one week of the end of the liquidation process, the minutes and other documents shall be submitted by the Liquidation Committee to the Local Administrative Authority.

40.2 LIQUIDATION PROCEDURES

In the event that the General Assembly resolves upon dissolution, liquidation of the association’s cash, assets and rights shall be carried out by a liquidation committee to be formed of the members of the final Board of Directors. The liquidation process shall commence as of the date of the dissolution resolution or as of the effective date of self-dissolution. During the liquidation process, the expression “-İstanbul International Law  Association – Under Liquidation” shall be used for all transactions as the name of the association.

 

The liquidation committee shall be in charge of and authorized to complete the liquidation process with respect to the cash, assets and rights of the association in accordance with the relevant legislation. This committee shall first investigate the accounts of the association. The books, receipts, expense vouchers, titles to land and bank records and other documents of the association shall be ascertained and the association’s assets and liabilities shall be recorded. Creditors of the association shall be notified during the liquidation proceedings and shall be paid out of the proceeds from the liquidation of any assets. In the event that the association is the creditor, the relevant receivables shall be collected. All cash, assets and rights remaining after the collection of the receivables and the payment of all debts shall be transferred to the recipient determined by the General Assembly. In the event that no recipient is set by the General Assembly, such assets shall be transferred to another association in the same city having the closest purpose to the liquidated association and having the greatest number of members as of the date of the dissolution.

All proceedings respecting the liquidation shall be indicated in the liquidation minutes and the liquidation proceedings shall be completed within three months, excluding any additional time to be granted by the local authorities for valid reason.

Written notice of the proceedings shall be given to the local administrative authority housing the association’s headquarters within seven days following the completion of the liquidation and transfer of the cash, assets and rights of the association, and the liquidation minutes shall be attached to this notification.

Members of the final Board of Directors are obliged to preserve the books and the documents of the association in their capacity as the liquidation committee. This duty may also be assigned to one of the members of the Board of Directors. These books and documents shall be kept for five years.

ARTICLE 41: LACK OF PROVISION

Any and all matters regarding which this Charter is silent shall be governed by the Associations Law, Turkish Civil Code and the Associations Regulation, which was promulgated with reference to these codes, and other relevant law regarding associations.

ARTICLE 42: INTERIM MEMBERS OF THE BOARD OF DIRECTORS

Interim members of the Board of Directors of the Association to serve until the election of the actual and substitute members of the Board of Directors in the first General Assembly of the Association are as follows:

Name Title
Ümit Hergüner Interim Chairman
Turgut Tarhanlı Interim Vice-Chairman
Bertil Emrah Oder Interim Board Member
Bilge Cankorel Interim Board Member
Kerem Cem Sanlı Interim Board Member