Charter

Armatür Association Charter

Article 1 – Name and Headquarters of the Association;

Name of the Association: It was established with the name of Armature, Valve, Faucet and Plumbing Equipment Industrialists Association. Short name of the Association;

Address of the Association: Yakuplu Mah. Hürriyet Bulvarı Skyport Residence No:1 34524 Kat:7 D:102 Beylikdüzü, İstanbul

Headquarters of the Association: The headquarters of the Association is in Istanbul. A branch shall not be opened.

Article 2 – Purpose of the Association

To protect the unified interests of the manufacturers of Armature, Valve, Faucet and Plumbing Equipment,
To strengthen the loyalty among the industrialists and to help them to cooperate and support each other,
To prepare and accelerate the development in the industrial fields which are within its area of activity.

Article 3 – Work Subjects, Type of Work and Activities

To make offers and requests before Government, Municipality, Chambers of Industry and Commerce and other official or private authorities about the business and trade issues of the members
To make necessary initiatives in banks or other financial and commercial institutions to meet the credit needs.
To hold all kinds of official talks encouraging and ensuring the export
To open exhibitions in the branches of industry in which the members operate, to attend national and international exhibitions and fairs
To be engaged in publication activities on professional activities and to be engaged in activities by means of making use of such publications
To carry out training activities such as courses, seminars, symposiums, conferences and panels in order to enable and improve the activities of the Association.
To organize dinner meetings, concerts, balls, theater, exhibitions, sports events, excursions and entertainment events etc. to maintain and improve the relationship between members.
To ensure successful individuals are raised by providing material and nonmaterial support to the students in need for the purpose of supporting education. The Association may give scholarship to those students who wish to receive an education but do not have the financial means, when necessary.
The Association may purchase all kinds of movable and immovable properties, fixtures to realize its purpose
To ensure all kinds of cultural and social solidarity between the members in line with the traditions against the difficulties arising during the Traditional ceremonies (wedding, engagement, festivals etc.) and natural disasters, death, diseases and similar situations.
To aid financially, within the bounds of possibility, for the purpose of service to schools, mosques, roads, water etc.
To acquire all kinds of technical tools and equipment, fixtures and stationery materials to ensure a healthy working environment to realize its purpose.
To establish foundation when deemed necessary to realize its purpose.
To carry out international activities, to become a member of associations and organizations abroad and to collaborate or cooperate with these organizations on a project basis.
When deemed necessary to realize its purpose, to carry out joint projects with public institutions and organizations in its area of activity, without prejudice to the provisions of Law no 5072 on the Relations of Public Institutions with Associations and Foundations.
To establish platforms to realize a common purpose with other associations, foundations or similar non-governmental organizations in areas related to the purpose of the Association and which are not prohibited by law.

Fields of Activity of the Association

The Association operates in the fields of Armature, Valve, Faucet, Plumbing Equipment.

Article 4 – Membership Right and Membership Procedures

Any real or legal persons who has the capacity to act and whose membership is not prohibited shall have the right to become a member. However, foreign real persons need to have the right of residency in Turkey in order to become a member. This condition does not apply to honorary membership.

The membership application to be made in writing shall be resolved by the board of directors of the association within thirty days at most and the outcome shall be notified to the applicant in writing. The member whose application is accepted shall be registered in the book to be kept for this purpose.

The principal members of the Association are founders of the Association and persons who are accepted into membership by the board of Directors upon their application. The persons who have provided significant financial and moral support to the Association can be accepted as honorary members with the decision of the board of directors.

Article 5 – Rights of Members

Each member;

Shall have the right to participate in association activities and management,

Shall have the right to vote at the general assembly He/she must vote personally.

If a legal person becomes a member, the person designated by the legal person via chairman of the Board of Directors or representation, shall vote. When the presidential or representative duty of such person is expired, the person who shall vote on behalf of the legal person shall be designated again.

Honorary members are not entitled to vote.

Article 6 – Obligations of Members

The obligations of the members are as follows:

Paying Dues: The entry and annual dues payable by the members are determined in the board meetings to be held.

Other Obligations: Members are obliged to comply with the charter of the association and to be committed to the association. Each member is obliged to act in accordance with the purpose of the association, and in particular to avoid behaviors that hinder or prevent the realization of its purpose.

Article 7 – Termination of Membership

Resignation: No one shall be compelled to remain a member of the association. Each member has the right to resign from the association membership provided that it is notified in writing. As soon as the resignation petition of the member reaches the board of directors, resignation procedures are deemed to have been finalized. Resignation from the membership shall not cancel the accumulated debts of the member to the association.

Removal from membership:

To act contrary to the charter of the Association,
To constantly avoid the assigned tasks,
Failure to pay the membership dues within six months despite written warnings,
Failure to comply with the decisions made by the bodies of the Association.
To lose the membership requirements,

In case of determination of any of the above-mentioned situations, the membership of the person may be canceled by a decision of the board of directors.

Members who resigned or removed from the membership of the association are deleted from the member register and cannot claim rights in the assets of the association.

Article 8 – Bodies of the Association

Mandatory bodies of the Association are shown below.

General Assembly
Board of Directors
Supervisory Board

Article 9 – Form of General Assembly, Time of Meeting and Call and Meeting Procedure

The General Assembly is the most authoritative decision-making body of the Association and consists of the members registered to the association. General Assembly;

Shall meet ordinarily at times specified in this charter,
Shall meet extraordinarily, within thirty days when, when deemed necessary by the board of directors or supervisory board or upon the written request of one fifth of the association members.

The Ordinary General Assembly convenes every 3 years in September at the place and time determined by the Board of Directors.

The General Assembly is called to the meeting by the Board of Directors. If the Board of Directors does not call the General Assembly to the meeting; upon the application of one of the members, the magistrate appoints three members to call the general assembly.

Call Procedure

The Board of Directors prepares the list of members entitled to participate in the general assembly in accordance with the charter of the association. The members entitled to attend the General Assembly are called to the meeting at least fifteen days in advance by announcing the date, time, place and agenda in a newspaper or on the website and by notifying in writing or by e-mail. In this call, if the meeting cannot be held due to lack of majority, the day, hour and place of the second meeting shall be indicated. The period between the first meeting and the second meeting cannot be less than seven days and more than sixty days.

If the meeting is postponed for any other reason other than the lack of majority, this shall be notified to the members in accordance with the call procedure for the first meeting, stating the reasons for the postponement. The second meeting must be held no later than six months after the date of postponement. The members are called again to the second meeting in accordance with the principles stated in the first paragraph.

The General Assembly meeting cannot be postponed more than once.

Meeting Procedure

General assembly meetings are held at the location of the association headquarters.

The General Assembly convenes with the attendance of the absolute majority of the members entitled to participate, and with the attendance of the two thirds in case of amendment of charter and dissolution of the association; In case the meeting is postponed due to lack of majority, majority is not sought in the second meeting. However, the number of members attending this meeting may not be less than twice the total number of members of the board of directors and supervisory board.

The list of members entitled to attend the General Assembly shall be made available at the meeting place. 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 officials to be appointed by the board of directors. Members enter the meeting place by signing against the names in the list arranged by the board of directors. Those who do not show their identity documents, do not sign the list and members who do not have the right to attend the general assembly shall not be admitted into the meeting place. These persons and persons who are not association members may watch the general assembly meeting in a separate section.

If the meeting quorum is reached, the situation is determined by a minute and the meeting is opened by the chairman of the board of directors or one of the members of the board of directors to be appointed. In case the meeting quorum is not reached, a minute is prepared by the board of directors.

After the opening, a chairman and sufficient number of deputy chairman and a secretary are elected and council committee is formed to manage the meeting.

In the voting to be held for the selection of the organs of the association, the members voting must present their identity to the council committee and sign next to their names on the list of the participants.

The management and security of the meeting belong to the chairman of the council. The General Assembly is concluded by discussing and resolving the issues on the agenda. Each member has one vote in the general assembly; member must cast the vote personally.

Only the items on the agenda are discussed at the general assembly meeting. However, the items requested in writing by at least one tenth of the members present at the meeting are required to be included into the agenda.

The issues discussed and decisions taken at the meeting shall be recorded in a minute and signed by the chairman and the secretaries. At the end of the meeting, minutes and other documents are delivered to the chairman of the board of directors. The chairman of the board of directors is responsible for protecting these documents and delivering them to the newly elected board of directors within seven days.

Article 10 – Voting and Decision Making Procedures and Forms of the General Assembly

The decisions of the General Assembly are taken by the absolute majority of the members attending the meeting. Insofar, decisions on amendments to the charter and dissolution of the association can only be taken by a two-thirds majority of the members attending the meeting.

In the general assembly, if no contrary decision is taken, the election of the members of the board of directors and the supervisory board shall be cast by secret ballot and decisions on other matters shall be cast by open ballot.

Secret ballots are the votes that are collected by casting the papers or ballots stamped by the chairman of the meeting into an empty container by the members and determined by opening the container after the end of voting.

In the open ballot, the method specified by the chairman of the general assembly is applied.

The decisions taken with the written participation of all members without coming together and the decisions taken by all members of the association coming together without complying with the written call procedure in this regulation shall be valid. Taking decisions in such a way, shall not replace ordinary meetings.

Decisions taken without meeting or call

Article 11 – Duties and Powers of the General Assembly

Election of the bodies of the association,
Amendment of the charter of the Association,
Discussion of the reports of the board of directors and supervisory board and release of the board of directors,
Discussing the budget prepared by the Board of Directors and accepting it exactly or by amending,
Supervision of the other organs of the Association and dismissing them for good reasons if deemed necessary,
Examining and resolving objections against the decisions of the board of directors regarding the refusal of membership or removal from membership,
Authorization of the Board of Directors for the purchase of the immovable properties required for the Association or the sale of available immovable properties,
Reviewing the regulations to be prepared by the Board of Directors in relation to the works of the Association and approving them exactly or by amending,
Determination of the salaries and all kinds of appropriations, traveling allowance and compensation to be paid to the chairman and members of the Board of Directors of the Association who are not public servants and daily wages and traveling allowance to be paid to the members who shall be assigned for the services of the Association,
Deciding on whether the association shall join or leave the federation,
International activities of the Association, joining or leaving associations and organizations abroad,
Establishment of foundation by the association, 14- Dissolution of the Association
Reviewing and resolving other proposals of the board of directors,
As the most authoritative body of the Association, carrying out the works which have not been assigned to any other body of the association and using the powers,
The fulfillment of other duties specified in the legislation by the general assembly shall be discussed and resolved by the General Assembly.

The General Assembly supervises the other organs of the Association and may dismiss them for good reasons at any time.

The General Assembly makes the final decision on admission and dismissal from membership. As the most authoritative body of the Association, it carries out the works which have not been assigned to any other body of the association and use the powers.

Article 12 – Organization, Duties and Powers of the Board of Directors

The Board of Directors consists of seven principal and seven alternate members elected by the General Assembly.

If the number of board members falls below half of the total number of members due to vacancies; the General Assembly shall be called to meeting within one month by the remaining members of the Board of Directors or the Supervisory Board. If no call is made, upon the request of one of the members, the magistrate appoints three members to call the general assembly to the meeting.

The board of directors shall appoint the chairman, vice-chairman, secretary, treasurer and member in the first meeting after the election.

The Board of Directors may be convened at any time provided that all members are notified. It convenes when more than half of the total number of members is present. Decisions are taken by the absolute majority of the total number of members attending the meeting.

The Board of Directors performs the following duties;

Representing the Association or authorizing one of its members or a third party to do so,
To carry out the transactions related to income and expense accounts and to prepare the budget for the next period and submit it to the general assembly,
Preparing the regulations regarding the activities of the Association and submitting them to the approval of the General Assembly,
To purchase immovable property with the authority granted by the General Assembly, to sell movable and immovable property belonging to the association, to construct a building or facility, to make a lease agreement, to establish pledge mortgage or real rights in favor of the association,
Ensuring the execution of the procedures related to opening a branch with the authority granted by the General Assembly,
Ensuring the supervision of the branches of the Association and, when deemed necessary, dismissing the branch board of directors for justifiable reasons,
Ensuring the opening of a representative office in the places deemed necessary, 8- Implementing the decisions taken in the General Assembly
At the end of each activity year, preparing and presenting the Association’s business account statement, balance sheet and income statement and the report describing the activities of the board of directors, to the general assembly,
To ensure the implementation of the budget,
To decide on the matters of accepting membership or dismissal from membership in the Association,
To take and implement all kinds of decisions within the authority of the Association in order to realize its purpose,
To perform other duties and powers granted to it by the legislation

Article 13 – Organization, Duties and Powers of the Supervisory Board

The supervisory board consists of 3 principal and 3 alternate members elected by the general assembly.

Supervisory Board supervises in accordance with the basis and procedures determined in the charter of the association and at intervals not exceeding one year on whether the association operates in accordance with the purpose and in line with the areas of activity, whether the books, accounts and records are kept in accordance with the legislation and the charter of the association and reports the results of the inspection to the board of directors and the general assembly when they convene. The supervisory board shall call the general assembly when necessary.

Article 14 – Income of the Association

The income of the Association consists of:

Member dues: The board of directors is authorized to determine the entrance fee and monthly-annual dues to be received from the members.
Donations and grants made by real and legal persons to the Association of their own volition,
Income from social activities organized by the Association,
Income to be obtained from the assets of the Association,
Income to be obtained from the charity collection,
Income obtained from the commercial activities undertaken by the Association to provide the income it needs to realize its purpose,
Other Income.

Article 15 – Principles and Procedures of Bookkeeping of the Association and Books to be kept

The Association is to keep account books according to the principles of operating account. However, if the annual gross income exceeds the limit stated in Article 31 of the Associations Regulation, books are kept on the basis of balance sheet starting from the following accounting period.

In the event that the balance sheet basis is adopted, the limit stated above is not exceeded for two consecutive accounting periods, the association may revert to operating account basis starting from the following year.

Regardless of the above-mentioned limit, books may be kept on the basis of the balance sheet by the decision of the board of directors.

In case a commercial enterprise of the Association is opened, a book is also kept for this commercial enterprise in accordance with the provisions of the Tax Procedure Law.

Records Procedure

The books and records of the Association shall be kept in accordance with the procedures and principles specified in the Associations Regulation.

Books to Keep

The following books shall be kept in the Association;

The books to be kept on the basis of the operating account and the principles to be followed are as follows:
1. Minutes Book: The decisions of the Board of Directors are written in this book in order of date and number and the signatures are affixed under such decisions by the members attending the meeting.
2. Member Registration Book: The identity information, entry and exit dates of the members entering the association as members are recorded in this book. The entry and annual dues paid by the members can be recorded in this book.
3. Document Registration Book: Incoming and outgoing documents are recorded in this book with date and item number. The original copies of incoming documents and copies of outgoing documents are filed. Incoming or outgoing documents via electronic mail are kept by being printed.
4. Fixture Book: The date and manner of acquisition of the fixtures belonging to the Association and the places where they are used or provided and their period of use are recorded in this book.
5. Operating Account Book: Income obtained and expenses made on behalf of the Association are recorded in this book clearly and regularly.
6. Certificate of Receipt Registration Book: The serial and item numbers of the receipt documents, the names, surnames and signatures of those who received and returned these documents and the dates they received and returned are recorded in this book.
The books to be kept on the basis of the balance sheets and the principles to be followed are as follows:
1. If the books registered under Sub-clauses 1, 2, 3, and 6 of the sub-paragraph (a) are kept on the basis of balance sheets
2. Day book, General Ledger and Fixture Book: The procedure of keeping these books and recording them shall be made in accordance with Tax Procedure Law No. 213 and in accordance with the General Communique on Accounting System Application issued based on the authorization given to the Ministry of Finance.

Certification of the books

The Association shall have the provincial associations directorate or notary certify the obligatory books, before it starts to use them. The use of these books continues until the end of the pages and the books are not certified halfway. However, the books that are kept on balance sheet basis and the books with forms or continuous forms must be re-certified every year in the last month before the year it will be used.

Income Statement and Balance Sheet

In the event that records are kept on the basis of the operating account, at the end of the year (31 December), the “Operating Account Table” (specified in Annex 16 of Associations Regulation) is issued. In the event that books are kept on the balance sheet basis, at the end of the year (31 December), the balance sheet and income statement are prepared based on the General Communiqués of the Accounting System Application issued by the Ministry of Finance.

Article 16 – Income and Expense Transactions of the Association

The income of the association is collected against a receipt. In case the income of the Association is collected through the banks, documents such as a bank receipt or account statement issued by the bank shall replace the receipt.

The expenses of the Association are made with the expenditure documents such as invoice, retail sales slip, self-employment receipt. However, associations shall issue an expense slip in accordance with the provisions of Tax Procedure Law No. 213 for their payments within the scope of Article 94 of Income Tax Law no. 193, and issue an expense slip (indicated in ANNEX-13 of the Associations Regulation) for the payments outside this scope.

Free goods and services deliveries to be made by associations to persons, institutions or organizations shall be made with a Certificate of Delivery for Aid in Kind (mentioned in Associations Regulation Annex-14). Free goods and services deliveries to be made by persons, institutions or organizations to the Associations shall be accepted via Aid in Kind Receipt (mentioned in Associations Regulation Annex-15).

Receipt Documents;

Receipts to be used in the collection of the income of the Association (in the form and size shown in Annex 17 of the Regulation on Associations) are printed by the decision of the board of directors.

The issues related to the printing and control of the receipt documents, registration and use shall be taken in accordance with the relevant provisions of the Associations Regulation.

Certificate of Authority

The person or persons who will collect income on behalf of the Association shall be determined by the decision of the board of directors by specifying the period of authorization. The Authorization Certificate (included in Annex-19 of Associations Regulation) containing the clear identity, signature and photographs of the people who will collect income is issued in three copies by the association and approved by the chairman of the board of directors. A copy of the Certificate is given to associations units.

Persons who will collect income on behalf of the Association may start to collect income only after a copy of the authorization documents issued in their name is submitted to the unit of associations. Automatic item number is given for each authorization certificate given to them by associations units.

The duration of the authorization certificates is limited to the term of office of the board of directors. It is mandatory for the newly elected board of directors to renew the authority certificates in accordance with the principles of the first paragraph. If the authorization certificate expires or the person for whom the authorization certificate issued leaves his/her job, passes away, his/her job is terminated, if the association is determined to have been dissolved by itself or terminated, it is obligatory to submit the issued certificates of authority to the board of directors of the association within one week. In addition, the authority to collect income may be revoked at any time by the decision of the board of directors. The changes related to the authorization certificate shall be notified to the associations unit within fifteen days by the chairman of the board of directors.

Retention Period of Income and Expense Documents

Except for books, the receipts, expenditure documents and other documents used by the associations 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 17 – Submission of Declaration

Chairman of the board of Directors of Associations are obliged to submit the Association Declarations of the previous year to the relevant local administrative authority within the first four months of each calendar year.

The branches are obliged to submit one copy of the declarations, to be submitted to the local administrative authority, to their own associations.

Article 18 – Obligation of Notification

Notices to the local authority are:

General Assembly Final Declaration

Within thirty days following the Ordinary or Extraordinary General Assembly meetings, the General Assembly Final Declaration and its annexes containing the principal and alternate members elected to the Board of Directors and Supervisory Boards and other bodies shall be notified to the local administrative authority by the Chairman of the Board of Directors.

A copy of the minutes of the general assembly meeting signed by the chairman, vice chairman and the clerk,
If the charter is amended, a copy of the latest form of the association charter, each page signed by the board of directors, together with the new and old form of the amended articles of the charter,

Shall be added into the General Assembly Final Declaration

Notification of in-kind and cash aid to be received from abroad

If the Association is to receive aid from abroad, it is required to fill the Declaration of Receiving Aid from Abroad in two copies and to notify the local authority.

In the annex of the declaration, a copy of the decision of the competent body, if any, the protocol, agreement and similar documents issued in this regard and a copy of the receipt, statement and similar document relating to the account to which the aid is transferred shall also be included.

It is obligatory to collect the cash aids through banks and to fulfill the notification requirement before use.

Notification of changes

The Association is obliged to inform the local administrative authority by filling out Place of Residence Change Notification regarding the changes on the place of residence; Change in the Association Bodies Notification related to the changes in the association bodies outside the general assembly meetings within thirty days following the change.

The amendments to the charter of the Association shall be notified to the local administrative authority within thirty days following the general assembly meeting where the charter amendment is made, annexed to the general assembly final declaration.

Notification of immovable properties

The Association is obliged to inform the local administrative authority by filling the Declaration of Immovable Property within thirty days following the registration of the immovable property to the title deed registry.

Notification of Joint Projects Conducted with Public Institutions and Organizations

The sample of the protocol and projects related to the joint projects carried out with the public institutions and organizations on issues related to the field of duty of the Association shall be submitted to the governorship of the place where the association headquarters are located by being added to the “Project Notification”.

Article 19 – Internal Audit of the Association

Internal auditing may be performed by the general assembly, board of directors or supervisory board of the Association, or independent auditing organizations may carry out the audit; however, this does not remove the obligation of the supervisory board.

Article 20 – Amendment of the Charter

A 2/3 majority of the members entitled to participate in the general assembly and to cast a vote is required in order to amend the charter. In case the meeting is postponed due to lack of majority, majority is not sought in the second meeting. However, the number of members attending this meeting may not be less than twice the total number of members of the board of directors and supervisory board.

The majority of the decision required for the amendment of the charter is 2/3 of the votes of the members attending the meeting and entitled to cast a vote. Voting for the amendment of the charter shall be held openly in the General Assembly.

Article 21 – Dissolution of the Association and Liquidation Procedures

The General Assembly may decide to dissolve the Association at any time.

A 2/3 majority of the members entitled to participate in the general assembly and to cast a vote is required in order to take a decision on the dissolution. In case the meeting is postponed due to lack of majority, majority is not sought in the second meeting. However, the number of members attending this meeting may not be less than twice the total number of members of the board of directors and supervisory board.

The majority of the decision required for the dissolution of the association is 2/3 of the votes of the members attending the meeting and entitled to cast a vote. The voting for dissolution is held openly.

Liquidation Procedures

The liquidation of the money, property and rights of the Association is carried out by the liquidation committee consisting of the latest board members. Such transactions shall be commenced on the date when the decision of the general assembly concerning the dissolution is taken or the self-dissolution is finalized. The term “Armature, Valve, Faucet, Installation Equipment and Valve Industrialists Association in Liquidation Period” is used in the name of the association in all transactions during the liquidation period.

The liquidation committee first examines the association’s accounts. During the examination, the books, receipts, expenditure documents, title deeds, bank records and other documents of the association are determined and their assets and liabilities are recorded in a report. During the liquidation process, the creditors of associations that are found to be indebted are called and the goods, if any, are converted into money and paid to the creditors. In case the Association is creditor, receivables are collected from the borrowers. Money and goods remaining after collection of receivables and payment of debts are transferred to the place determined in accordance with the decision taken in the general assembly. In the general assembly, if the place to be transferred is not determined, it is transferred to the association closest to its purpose in the province where the association is located and having the highest number of members at the date of dissolution.

All transactions related to the liquidation shall be indicated in the liquidation report and the liquidation shall be completed within three months, except for the additional periods granted by the local administrative authorities on a just cause.

Following the completion of the liquidation and transfer of money, goods and rights, the liquidation committee must notify the local administrative authority of the place where the headquarters of the association is located within seven days via a letter and the liquidation report must be attached to this letter.

The last members of the board of directors are responsible for keeping the Association’s books and documents as liquidation committee. This duty can be assigned to a board of member too. These books and records must be kept for five years.

Article 22 – For the issues not mentioned in this regulation, the Law on Associations No. 5253, Turkish Civil Code No. 4721 and the provisions of the Regulation on Associations published in the Official Journal No. 25772 dated 31.03.2005

and other relevant legislation issued with reference to these laws on associations shall be applied.

Provisional Article 1 – The members and signatures of the temporary board of directors who will represent the association and carry out the business and transactions related to the association until the formation of association bodies in the first general assembly are listed below.

Charter

Deprem