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CHARTER

06.098.129

29.06.2012

90140

Charter of ARAÇ  ve ARAÇÜSTÜ EKİPMAN ve İŞ MAKİNALARI ÜRETİCİLERİ BİRLİĞİ DERNEĞİ - ARUS-DER

(The Association Of Manufacturer's Union of Vehicle And On-Vehicle Equipment And Work Machines)

 

Name and Headquarters of the Association

Article 1 - The name of the association is :"Araç ve Araç üstü Ekipman ve İş Makinaları Üreticileri Birliği Derneği".

The association's headquarters is in Ankara. The association may open branches within the country and abroad.

Short name of the association is: ARÜS-DER.

Mission of the Association, Subjects of the Works that will be Implemented in the Association to Accomplish this Mission, Working Methods and Activity Area

Article 2 - The association was established to assist its members to improve their products, to ensure cooperation, solidarity and information exchange, to perform work and to make attempt to resolve its members' problems regarding finance, law, administration, technology and manufacturing, to ensure that quality and standardization awareness is adopted and becomes widespread in its members' enterprises, also, to perform necessary activities to raise awareness of consumers and customers and users and to train them, to perform necessary works to supply the needs of its members within the country, to analyze its members' sectoral problems in manufacture as to cover marketing works, to forward the relevant recommendations to the relevant public organizations and institutions and private institutions on behalf of the industry, and to follow up the results, to represent the industry and its members before public organizations and institutions, commissions, committees, etc., to attempt to their works and to protect the industry members' rights and efforts.

Activities to be pursued by the Association and the Methods to be adopted

1- To conduct research to make its activities efficient and to be developed,

2- To organize training programs such as course, seminar, conference and panel,

3- To supply all kinds of information, document, certificate and publication necessary for accomplishing its purpose, to establish a documentation center, to publish various publications such as newspaper, magazine, or book and information bulletins in the context of its goals and to announce its activities,

4- To accommodate a healthy working environment for achieving its goal, to supply any kind of technical tools and devices, inventory and stationery materials,

5- To be involved in activities aimed at collecting aid with the condition of obtaining the necessary permits and to accept donations from inside and outside the country,

6- To establish commercial and industrial businesses and to operate them in order to supply the required income for accomplishing its objectives indicated in the charter,

7- To establish clubs for use by its members so that they could put their spare time into good use, to found social and cultural facilities and to furnish them,

8- To organize activities such as meetings, concerts, balls, theatre, exhibition, sports, tours and entertaining activities to develop human relations and to continue these relationships between its members, or to ensure its members are capable of taking advantage of these kinds of activities,

9- To purchase, sell, rent or lease out any kind of movable and immovable assets and properties required for association activities, and to establish real rights on properties,

10- To establish foundations if deemed necessary for accomplishing its purpose, to found federation, or to participate in an existing federation, to found the facilities that associations found with permits after obtaining the necessary permits,

11- To operate in international scale, to subscribe to local associations and organizations, to collaborate with these organizations based on projects, or to receive assistance,

12- In order to achieve the association's objective, to receive financial aids from associations with similar objectives, labor and employer unions and professional organizations and to provide financial assistance to to the said organizations,

13- If deemed necessary for accomplishing its objective, to carry out mutual projects with public organizations and agencies in its duty areas without prejudice to the provisions of the Law number 5072 regarding Relationships of Associations and Foundations with Public Organizations and Institutions,

14- To fund essential needs of its members such as eating and drinking materials, and other goods and services and to fulfil their short term credit needs,

15- To open representation offices at locations that are deemed necessary,

16- To establish platforms to accomplish a mutual goal with other non-governmental organizations such as other associations, foundations and unions in areas related to the objective of the association and areas that are not prohibited by laws,

The Association's Field of Activity

The association operates in the social field.

Right of Membership and Membership Procedures

Article 3 - Any natural or legal entity with capacity to act, who agrees to act by adopting the objectives and principles of the association and any one that meets the conditions foreseen in the legislations shall have the right to be a member to this association. However, in order for the foreign natural entities to be able to become members, they must fulfil the right of abode in Turkey. This condition is not required for honorary membership.

A decision is made regarding the written membership application submitted to the association chairman by the Board of Directors within at most thirty days to reject or accept the membership request, and the applicant is informed of the result in writing. The member whose application is accepted is registered in the book which is kept for this purpose.

The original members of the association are the founders of the association and those who are accepted for membership by the board of directors.

Those who provide substantial financial and moral support for the association may be accepted as honorary members with the decision of the board of directors.

When the association has three branches, membership records of persons registered in the association's headquarters are transferred to branches. New membership applications are made to the branches. Acceptance or cancellation of membership is carried out by the branch administration and reported to the Headquarters with a letter no later than thirty days.

Resignation from Membership

Article 4 - Each member has the right to resignation from the membership in the association by announcing this in writing. The resignation procedures are considered to be concluded as soon as the resignation request letter of the member reaches the board of directors. Resignation doesn't dissolve the accumulated debts of the member to the association.

Terminating Membership

Article 5-Situations which require termination of the association membership:

1- To act in contradiction with the association's charter,

2- Constantly avoiding from fulfilment of duties,

3- Failure to pay membership fee in six months, even written notices,

4- Not complying with the decisions made by the association's bodies,

5- Not to fulfil the membership conditions.

6- It shall be possible to terminate membership with decision of the board of directors if any of the aforementioned conditions are identified.

Those who resign from their memberships in the association, or who are subject to termination of membership shall be erased from the membership recording books, and they may not claim any rights with respect to association's assets.

Association’s Bodies

Article 6-The association’s bodies are specified below.

1-General assembly,

2-Board of directors,

3-Audit commission,

Composition of the Association's General Assembly, Meeting Date, Meeting and Call Method

Article 7- The General Assembly is the highest body of the Association and is composed of all registered members of the Association and when the number of branches is three, it's composed of delegates-at-large of the branch with delegates elected by registered members of the branch.

The general assembly may gather together in the following conditions;

1-Ordinary meeting at the time determined in this charter,

2- Extraordinary meeting within thirty days, if the board of directors or the audit board deems it necessary, or if one fifth of the members submit such a request in writing.

The ordinary general assembly meets once every 3 years in April, on the day and at the time indicated by the board of directors.

The general assembly is called for a meeting by the board of directors.

In case the board of directors doesn't invite the general assembly for meeting, justice of peace assigns three members to invite the general assembly for meeting upon submission of a request by one of the members.

Call Method

The board of directors prepares the list of members authorized to attend the general assembly meetings according to the association's charter. Members authorized for participation in the general assembly meeting are invited to the meetings by announcing the day, time, location and agenda of the meeting in a newspaper or by announcing it in writing or via e-mail at least fifteen days prior to the meeting. The day, time and location of a second meeting are also indicated in this invitation in case the quorum for the meeting is not fulfilled. The interval between the first and second meeting shall not be less than seven days or more than sixty days.

If the meeting is not held due to a reason other than non-fulfilment of the quorum, the members are notified of this situation including the cancellation reasons according to the rules corresponding to the invitation for the first meeting. The second meeting must be held within six month the latest from the date the meeting was cancelled. The members are invited to the second meeting in compliance with the rules indicated in the first paragraph.

It is not possible to cancel the general assembly meeting for more than once.

Meeting Method

The general assembly meets with absolute majority of the members authorized for participation, and participation of two third of the members in case the charter is amended or the association is terminated; if the meeting is postponed due to non-fulfilment of the quorum, the condition of majority is not required for the second meeting. However, the number of members attending this meeting shall not be less than two times the exact number of the members of the board of directors and the audit board.

The list of the members authorized to attend the general assembly meeting shall be available in the location of the meeting. The identity cards of the members issued by officials shall be controlled by the members of the board of directors or other individuals assigned by the board of directors when entering the meeting location. The members sign besides their names in the list prepared by the board of directors and enter the meeting location.

In case the meeting quorum is met, the situation is confirmed with a written record, and the meeting is opened by the chairman of the board of directors or one of the members of the board of directors assigned by the chairman. If the meeting quorum is not met, a written record is prepared by the board of directors.

A council committee is established after the opening by electing one president and sufficient number of vice presidents and clerk.

In the elections related to selecting the organs within the body of the association, the voting members must show their identity cards to the council committee and they must sign in front of their names on the list of the attendees.

The president of the council is responsible to ensure management and security of the meeting.

Only the clauses included in the agenda are discussed in the general assembly meeting. However, in case one tenth of the members attending the meeting request discussion of an issue in writing, that issue must be included in the agenda.

Each member has one vote right in the general assembly, the members must personally use their voting right. The honorary members may attend the general assembly meetings, but they have no right to vote. In case a legal entity is a member in the association, the chairman of the board of directors in that legal entity or an individual assigned as representative shall vote.

The subjects discussed in the meeting and the resolutions are recorded in the report and this report is signed by the president of the council and the clerks. The report and other documents are delivered to the chairman of the board of directors at the end of the meeting. The chairman of the board of directors must protect these documents and must deliver them to the newly elected board of directors within seven days.

Voting and Resolution Procedure and Methods of the General Assembly

Article 8- Unless a resolution is adopted to the contrary in the general assembly, voting is performed as secret ballot for the election of board of directors' and audit committee members, and as open vote for others. In secret ballot, members cast their vote on votes stamped by the chairman of the General Assembly and place their votes in an empty container.  The votes are counted openly at the end of the voting session.

In open voting, the method to be determined by the head of the general assembly is applied.

General Assembly decisions are adopted by majority vote of the members participated in the meeting; however, resolutions regarding amendments in the charter of the Association and the dissolution of the Association require the votes of two-thirds of the members participated in the meeting.

Decisions without Meeting or Invitation

Decisions adopted by the written attendance of all members without physical assembly or by a convention of all members of the association without observing the procedure herein will be enforceable. Such decisions don’t replace ordinary assemblies.

Duties and Powers of the General Assembly

Article 9- The issues specified below are discussed and determined by the General Assembly.   

1- Election of the association bodies,

2- Amendments to the charter of association,

3- Review of the Board of Directors and Auditors reports and release of the Board of Directors,

4- Discussing the budget prepared by the board of directors and accepting it in the same way or after amending it,

5- Auditing the association or other bodies and discharging them with a valid reason when deemed necessary,

6- Review and determination of board decisions about resignation from membership or refusal of membership,

7- Authorizing the board of directors to purchase the immovable properties necessary for the association, or to sell the existing immovable properties,

8- Reviewing the regulations prepared by the board of directors related to the activities of the association and approving them in the same way or after amending them,

9-Determining the amount of any kind of salary or payment to be provided to the chairman and members of the board of directors and the audit board that are not government employees, travel allowances and guarantees along with the daily payments and travelling allowances for the members assigned to provide services at the association,

10- Making decisions regarding participation or resignation of the association in the federation,

11- Determination of opening branches of the association and authorizing the board of directors to carry out procedures regarding the branch determined to be opened,

12- International activities of the Association; joining and withdrawing from associations and institutions abroad as a member,

13- Establishment of a foundation by the association,

14-Dissolution of the association,

15-Review and determination of the other proposals submitted by the Board of Directors,

16- As the top body of the association, performing works not charged to other bodies and using the powers,

17- Fullfillment of the other duties conferred upon the General Assembly pursuant to the legislation,

 

Composition, Duties and Powers of the Board of Directors

Article 10- The Board of Directors consists of five primary and five alternate members, and is elected by the General Assembly.

The board of directors divides the duties with a decision to determine the chairman, vice chairman, secretary, bookkeeper and the members in its first meeting after the election. 

The Board of Directors may be convened at any time provided that all members are notified.  Meeting quorum is one more than half the number of all members. Resolutions are adopted by majority vote of the members present at the meeting.

If a post is vacated in the Board of Directors due to resignation or other reasons, alternate members must be appointed in the order of votes received at the General Assembly. 

Duties and Powers of the Board of Directors

The Board of Directors fulfills the following duties.

1- Representing the Association or authorizing one or more members or third persons to do the same,

2- Making transactions related to the income and expense accounts, preparing the turnover of the next term and submitting to the General Assembly,

3- Preparing regulations for Association activities and submitting to the General Assembly for approval,

4- Upon authorization by the General Assembly, purchasing immovable property, selling movable and immovable properties, commissioning the construction of buildings and facilities, and establishing pledges, mortgages and rights in kind in favor of the Association,

5- Ensuring with the power granted by the general assembly that the procedures regarding the opening branches is performed,

6- Ensuring the association branches to be audited and when deemed necessary, discharging branches' boards of directors,

7- Ensuring branches to be opened where necessary,

8- Implementing General Assembly decisions,

9- Preparing an annual report consisting of the balance sheet or operating statement of the Association and the activities of the Board of Directors for every year of operation at the end of the operating year, presenting this report to the General Assembly when convened,

10- Ensuring the budget to be implemented,

11- Resolving on accepting and expelling members to/from the association,

12- Adopting and implementing any resolutions, to fulfill the purpose of the Association,

13- Completing other duties specified in the charter and exercising the powers therein

Composition, Duties and Powers of the Audit Commission

Article 11- The Audit Commission consists of 3 (three) primary and 3 (three) alternate members, and is elected by the General Assembly.

If a post is vacated in the Audit Commission due to resignation or other reasons, alternate members must be appointed in the order of votes received at the General Assembly.

Duties and Powers of the Audit Commission

The Audit Commission inspects whether the Association works in line with activities defined for the fulfillment of its purpose, and whether the books, ledgers and records are kept in accordance with laws, the constitution and regulations pursuant to the guidelines and procedures defined in the constitution and regulations and at intervals of no more than one year, and submits audit results to the Board of Directors and the General Assembly when convened.

The Audit Commission may call for the convention of the General Assembly when required.

Incomes of the Association

Article 12-Incomes of the association are counted as follows.

1- Membership fees: The General Assembly has the right to increase or decrease membership fees and to define entry fee.

2- Branch fee: 20% of membership fees collected by the branches are annually transferred to the headquarters to meet general expenses of the association.

3- Donations and grants by real persons and entities,

4- Incomes obtained from activities including meetings, excursions and entertainment, performance, concert, sports contests and conferences,

5- Incomes obtained from the assets of the Association,

6- Donations and contributions to be collected in accordance with fundraising legislation’s relevant provisions.

7- Incomes of commercial activities undertaken by the Association in order to provide funding to the fulfillment of its purpose.

8-Other incomes.

Bookkeeping Principles and Procedures of the Association and Books that Must be Kept *

Article 13-Bookkeeping Procedures;

Bookkeeping is performed in the association according to the operating account. However, of 500.000 YTL for 2005, bookkeeping is performed according to the turnover by starting from the following accounting period.

If the turnover account is preferred, in case of decreasing below the bookkeeping limit according to the turnover basis in consecutive accounting period, operating account can be used from the following year.

Without limiting with the above mentioned limit, bookkeeping can be performed as turnover basis by the decision of the board of directors.

In case of establishment of the commercial enterprise of the association, bookkeeping is also performed for this commercial enterprise according to the Tax Procedure Law.

RECORD METHOD

The books and records of the Association will be kept to the principles and methods specified in the Regulations of Associations.

Books to be Kept

The following books shall be kept by the association.

a) The books to be kept and principles to be complied with based on operating accounts are as follows:

1- Book of Resolutions: The resolutions of the Board of Directors are entered in this book in sequence of date and numbers and the members that attend the meeting sign under the resolutions.

2- Member Registry Book: Identity information, admission and leaving dates of membership of those that are admitted to the Federation are entered in this book. Admission fees and membership dues paid by the members can be entered into this book.

3- Document Registry Book: Incoming and outgoing documents are entered in this book by their respective dates and sequence numbers. Originals of the incoming documents and copies of the outgoing documents are filed. Incoming and outgoing documents via electronic mail will be kept by taking their printouts.

4- Fixed Assets Book: This book includes the dates of acquisition, purposes or locations, and the date of disposal for fixed assets belonging to the Association.

5- Operating Account Book: Incomes received and expenses made on behalf of the Association are explicitly and regularly entered in this book.

6- Proof of Receipt Recording Book: The serial numbers and row numbers of the proofs of receipt, the names, last names and signatures of those receiving and returning these documents and the dates in which the documents are received and returned are recorded in this book.

b) The books to be kept based on balance sheet and principles to be complied with are as follows:

1- The books specified in 1, 2 and 3 sub paragraphs of paragraph (a) will be also be kept in the event of keeping the books on the basis of balance sheet.

7- General Journal and General Ledger: The procedures for keeping the records in these books shall comply with the Tax Procedures Law and the principles of the Accounting System Application General Notification which was published based on the authority provided to the Ministry of Finance by the Tax Procedures Law.

Ratifying the Books

The required books of the Association must be ratified by the Provincial Directorate of Societies or a public notary prior to use.  These books are kept until all pages are full, and no interim ratification is needed.  However, books kept pursuant to the balance sheet scheme and continuous feed forms must be ratified annually within the month preceding the year in which these will be used.

Income Table and Balance Sheet Arrangement

In case records are kept in compliance with the business accounts rules, "Business Account Table" (indicated in APPENDIX-16 in the Association Regulation) is arranged at the end of the year (31 December). In case the records are kept based on the balance sheet rules, balance sheet and income table shall be arranged according to the Accounting System Application General Notifications published by the Ministry of Finance at the end of every year (31 December).

Income and Expense Procedures of the Association *

Article 14- Income and expenditure documents;

The incomes of the association are collected with "Proof of Receipt" (indicated in the APPENDIX-17 of the Associations Regulation). In case the income of the association is collected by banks, the documents issued by banks such as receipt and account statement shall replace the proof of receipt.

The association expenditures are made with invoices, retail sales bills and self-employment receipts. However, according to the Tax Procedures Law expense note is arranged for the expenses of the association in the context of article 94 of the Income Tax Law, and "Expense Voucher" (a sample is provided in APPENDIX-13) of the Associations Regulation) is arranged for the expenses not in the said context.

Goods and services provided free of charge to individuals, organizations or agencies by the association shall be completed with "Paid in kind Assistance Delivery Certificate" (a sample is provided in APPENDIX-14 of the Associations Regulation). Goods and services provided free of charge to the association by individuals, organizations or agencies shall be accepted with "Paid in kind Donation Proof of Receipt" (a sample is provided in APPENDIX-15 of the Associations Regulation).

Proofs of Receipt

The "Proofs of Receipt" (in the form and dimensions shown in APPENDIX-17 of the Associations Regulation) to be used during collection of the association's income shall be printed at a printing house based on the decision of the board of directors.

The relevant provisions of the Associations Regulation shall be complied with when printing and controlling the proofs of receipt, receiving them from the printing house, recording them in the book, transferring them between the former and new bookkeepers, use of these proofs of receipt by the individual or individuals in charge of collecting the income on behalf of the association, and delivering the collected income.

Authority Certificate

The individual or individuals (except the original members of the Board of Directors) who will be collecting the income on behalf of the association shall be identified with a decision made by the board of directors including the duration of this authority. "Authority Certificate" (a sample is provided in APPENDIX- 19 of the Associations Regulation) including the open identities, signatures and photos of the individuals authorized to collect the income shall be arranged by the association in three copies, and shall be approved by the chairman of the association board.

A copy of authority certificates is given to associations departments. Changes to the authority certificate are reported to the associations department within fifteen days.

The individual or individuals, who will be collecting the income on behalf of the association, can begin to collect income only after giving a copy of their authority certificates to the associations department.

Relevant provisions of the Associations Regulation are applied to use, renewal, return and other matters regarding the authority certificate.

The Period for Storing the Income and Expenditure Documents;

The proofs of receipts used by the associations, expenditure certificates and other documents excluding the books shall be stored for a period of 5 years based on the number and date orders recorded in the books with the condition that the particular periods indicated in special laws shall be considered.

Providing Declaration*

Article 15- "Associations Declaration" (a sample is provided in APPENDIX-21 of the Associations Regulation) related to the results of the income and expenditure procedures as of the end of the year for the associations activities implemented in the previous year shall be filled out by the board of directors, and shall be delivered to the local authorities by the chairman of the board of directors within first four months of every year.

Notification Obligation*

Article 16- The notifications that shall be provided to the local authorities;

General Assembly Result Notification

General Assembly Result Notification (presented in APPENDIX-3 of the Associations Regulation) and its appendices including the lists of the main and alternate members selected for the board of directors and supervisory board and other bodies in the association shall be provided to the local authorities by the chairman of board of directors within thirty days following the ordinary or extraordinary general assembly meetings:

1- A copy of the general assembly record signed by chairman, deputy managing directors and clerk,

2- If the charter has been amended in the general assembly meeting, the new and old forms of the charter articles along with copies of every page of the most recent edition of the association's charter signed by the board of directors,

are added into the general assembly final declaration.

Notification of Immovable Properties

The local authorities shall be notified of the real estate properties possessed by the association by filling out "Immovable Property Notification" (presented in APPENDIX-26 of the Associations Regulation) within thirty days after the property is registered in the land registry.

Notification regarding Assistances Received from Abroad

In case the association receives any assistance from abroad, "Notification regarding Assistances Received from Abroad" (indicated in APPENDIX-4 of the Associations Regulation) shall be filled out in two copies and shall be submitted to the local authorities prior to receiving these assistances.

The cash assistances must be received through bank transfers and the notification requirement must be fulfilled before the assistance is used.

Notification of Changes

The local authorities shall be notified of the changes related to the settled area of association by filling out "Notification of Change in settled area" (indicated in APPENDIX-24 of the Associations Regulation), and changes made to the association's bodies excluding the changes made in the general assembly meetings by filling out "Notification regarding Changes to the Association's Bodies" (indicated in APPENDIX-25 of the Associations Regulation). 

Local authorities shall be notified about changes made to the association's charter with the General Assembly Result Notification in attachment within thirty days following the date when the general assembly meeting in which the amendments were made was held.

Internal Auditing in the Association

Article 17- The internal audit can be performed by the general assembly, board of directors and the audit board, the association can also be audited by an independent auditing organization. The liabilities of the supervisory board are not removed if auditing is implemented by the general assembly, board of directors or an independent auditing organization.

The audit board audits the association once a year at the latest. The general assembly or the board of directors may audit the association when deemed necessary, or they may hire independent auditing organizations for this purpose.

Debt Method of the Association            

Article 18- In the event it is required to realize the purpose and conduct the activities, the Association may take on debt by the resolution of the Board of Directors. This taking of debt can be by means of credit purchasing of goods and services and can also be in the form of cash loans. However, this taking on debt cannot be at amounts that cannot be covered by the income sources of the Association and in a manner that puts the Association in an inability to pay position.

Opening of Association Branches

Article 19- With a decision by the General Assembly, the association can open new branches. For this purpose, the Managing Board will give authority to at least three people as founders, a notification of the opening of a branch will be given based on the Association Regulations, and the necessary documents will be given to the largest public directorship in the area where the new branch is to be opened.

The Tasks and Authorities of Branches

Article 20-The branches are internal organizations within the association, which are given tasks and authority to carry out autonomous activities in line with the association’s objectives, and are responsible for their own debts and loans that result from those activities. They are not corporate persons.

The Organs and Branches and the Statutes that Apply to Them

Article 21- The organs of the branches are the General Assembly, Managing Board and Audit Commission.

The General Assembly is made up of the registered members of the branch. The Managing Board is made up of five primary and five alternate members, while the Audit Commission is made up of three primary and three alternate members, all selected by the General Assembly.

The tasks and authority of these organs are subject to the same codes, regulations and frameworks described in this constitution for the organs of the association.

Meetings of the General Assemblies of Branches, and How General Headquarters will be Represented at the General Assembly

Article 22- The branches must complete their normal General Assembly meetings at least two months before the meetings of the General Assembly of the general headquarters.

The normal General Assembly meeting of the branches will take place on a day and at a place determined by the branch Managing Board, once every 3 years, within the month of February.

The branches must inform the local civil authorities and the association’s general headquarters with a copy of a notification of the results of the General Assembly meeting, within thirty days following the date of the meeting.

The branches are represented by elected and natural delegates at the general headquarters General Assembly meetings. The branches’ Managing and Supervisory board presidents are the natural delegates, and for every twenty (20) members of the branch, one (1) elected delegate is authorized to attend the meetings of the headquarters General Assembly. If after dividing by 20 there are more than 10 members left, or if there are in total fewer than 20 members, then these members will be represented by 1 delegate as well.

The delegates elected at the last branch General Assembly meeting will join the general headquarters General Assembly meeting. The branch Managing and Supervisory board members can attend the general headquarters General Assembly meeting, but if they have not been chosen as delegates by the branches, they cannot cast votes.

In the case that the people tasked with serving on the Managing and Audit Commissions of the branches are elected to the Managing or Audit Commissions of the general headquarters, they are relieved of their duties at the branches.

Opening Representation Offices

Article 23-The association can open representation offices where it deems them to be necessary for running project activities, with a decision by the Managing Board. The address of the representation office is to be presented to the local civil authorities by a person or people who have been authorized to do so by a Managing Board decision. The representation office is not represented in the General Assembly of the association. Branches cannot open representation offices.

How Changes are to be Made to the Constitution

Article 24-Changes to the constitution can be made with a decision by the General Assembly.

In order to make changes to the constitution in the General Assembly, a 2/3 majority of the members qualified to attend meetings must be sought for the meeting. If this majority cannot be attained, and the meeting is thus delayed, such a majority does not need to be sought for the second meeting. However, the number of people attending this meeting must not be less than twice the number of members of the Managing and Supervisory boards.

The necessary voting majority to make a decision to change the constitution is 2/3 of the people who are attending the meeting who also have the right to vote. The voting for constitutional changes in the General Assembly is by open ballot.

Dissolution of the Association and Liquidation of its Assets

Article 25-The General Assembly can at any time make the decision to dissolve the association.

In order for the General Assembly to meet to discuss dissolution of the association, a 2/3 majority of those who have the right to join meetings must be sought. If the meeting must be delayed because this majority cannot be attained, such a majority will not be sought at the second meeting. However, the number of people attending this second meeting must not be lower than twice the number of members of the Managing and Audit Commissions.

In order for the decision for dissolution to be made, 2/3 of the members who are present at the meeting and who have voting rights must vote for the dissolution. Voting regarding the dissolution of the association will be by open ballot.

Liquidation Procedures

If a dissolution decision is made by the General Assembly, the dissolution of the association’s money, property and rights is managed by the members of the last Managing Board, who will form a liquidation board. These processes begin from either the date of the decision made by the General Assembly regarding dissolution, or else the date on which it becomes clear that the General Assembly has terminated on its own. In the liquidation processes, all actions taken will be taken in the name of the “Araç ve Araç Üstü Ekipman ve İş Makinaları Üreticileri Birliği Derneği” in Liquidation.

The liquidation board is authorized and tasked with completing all processes related to the liquidation of the association’s money, property and rights, according to relevant laws. The board will first inspect the association’s bank accounts. The association’s ledgers, documents of receipt, expense documents, deeds and bank receipts, as well as other documents will be identified, and these will be attached to an “Assets and Obligations” document. During the liquidation processes the creditors of the association will be notified, and if necessary property will be exchanged for money in order to pay the debts. If the association is owed money, this debt will be collected. After the collection and payment of debts, all remaining money, property and rights will be transferred to a place determined in the General Assembly. If the place to transfer these assets has not been determined in the General Assembly, these assets will be transferred to another association that is in the same province as the association, whose objectives are most closely related to those of the association, and which at the time of the dissolution has the largest membership.

All procedures carried out in the liquidation will be shown in the liquidation documentation, and these procedures will be completed within three months, unless additional time is granted for legal reasons by the local civil authorities. Subsequent to the dissolution of the association’s money, property and rights, and the transfer procedures, the liquidation board must give written notification to the local authorities of the location of the association’s headquarters within seven days, and must attach the liquidation documentation to this notification. The association’s ledgers and documents will be kept by the last Managing Board members, in their capacity as liquidation board. This task can also be given to a single member of the Managing Board. The period for which these documents must be kept is five years.

Absence of Provision

Article 26- In matters that are not clarified by this constitution Association Law, Turkish Civil Law and the Association Regulations that have been drawn from these laws, as well as other relevant laws will be referred to for legal procedures related to the association.

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New Board of Directors with members ...
Right after his election as the Director of the Association, Burhan Fırat speed up his meetings with governmental bodies, and held the first meeting in İstanbul, one of the four meetings that are going to be held in four major cities in Turkey. These meetings were of great importance for the admi...
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MEETING WITH CHINESE BUSINESS MEN IN ...
General Secretary of our association Gürbüz GÜRER attended the meeting with Chinese businessmen in KOMATEK 2015 Fair, during which mutual cooperation requests were discussed....
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