LEGAL STRUCTURE AND ESTABLISHMENT OF THE ASSOCATIONS IN TURKEY
The legal structure of the association are defined in Turkish Civil Code numbered 4721 (“TCC”) and the Regulation on Associations (“Regulation”) published in the Official Gazette numbered 25772 and dated 31 March 2005.
In accordance with the Article 56 of TCC, the association is defined as a society formed by unity of at least seven real persons or legal entities* for realization of a common object other than sharing of profit by collecting information and performing studies for such purpose.
Every association should have by-laws. It is necessary to indicate the title, object, founders, address, income sources, membership conditions, organs and organization as well as the list of provisional board of directors in the by-laws of the association.
The associations are regarded as legal entity from the very moment they present declaration of incorporation, by-laws and other documents required for incorporation to the highest administrative authority at the locality of their domicile.
The correctness of the file comprising incorporation declaration, required documents and by-laws of the association is examined by the highest administrative authority within sixty days. In case of determination of contraries to the laws in the incorporation declaration, by-laws and incorrect information the status of the founders, or negligence in the presented documents; the founders are requested to recover such negligence or complete the file. If it is failed to recover the contraries to the law, or recover the negligence within thirty days as of notification date; the highest administrative authority informs the Public Prosecution Office about necessity for filing an action in the competent court of first instance for the abolition of association. The Public Prosecutor may claim from the court to give judgment for the suspension of activities of the said association.
In case the incorporation declaration, by-laws and information about the status of the founders are found to be accurate and complete, or the negligence or contraries to the law are recovered within the specified period; then his fact is notified to the association in writing and the association is registered in the log reserved for associations.
MEMBERSHIP IN ASSOCIATIONS
Following notification to the association in writing and the association is registered in the log reserved for associations of the highest administrative authority; the association is liable to convene the first general assembly meeting and to structure the required organ within six months.
It must be noted that every real person and legal entities possessing the capacity to act, has the right to apply for membership in an association. The board of directors passes its decision about the written application made for membership at most within thirty days and the result is notified to the applicant in writing. The member whose application is accepted is registered in the book kept for this purpose. The membership of a person automatically terminates if he/she later on loses the qualifications required by the law or by-laws of the association. No person may be forced to continue its membership in the association. Every member has the right to leave the association provided that he/she presents a written notification. The reasons for discharge from the association may be indicated in the by-laws. If the reasons for discharge are clearly indicated in the by-laws; no objection may be made to such decision asserting that these reasons may not be accepted as justifiable. If the reasons of discharge are not clearly indicated in the by-laws; a member may only be discharge on justified grounds. An objection may be made to this discharge decision stating that it is not based on justified grounds.
As per to the Article 68 of TCC, It is a basic principle to grant equal rights to the members of an association. The association may neither make discrimination among their members in respect of language, race, color, sex, religion, sect, lineage, society and class nor may adopt any behavior deteriorating the balance between the members. Every member has the right to participate in the activities and administration of the association. The member who voluntarily leaves the association or discharged on justified grounds may not have the right to raise a claim for producing advantage from the assets of the association.
Every member entitled to a voting right in the general assembly; the member is obliged to use his/her vote personally. Honorable members may not have voting right.
The fees payable by the members are indicated in the by-laws. If there is no such adaptation in the by-laws, then the members may make contribution to the association on equal terms for the realization of its purpose and fulfilment of compulsory obligations. Any member voluntarily leaves the association or discharged on justified grounds, is liable to pay the fee corresponding to the period of his/her membership. The honorable member is not liable to pay membership fee.
MAIN ORGANS OF THE ASSOCIATIONS
The statutory organs of the association are the general assembly, board of directors and auditors’ board. The association may construct others besides the statutory organs. However, these organs may not be assigned with the functions, authorization and responsibilities conferred to statutory organs.
GENERAL ASSEMBLY
General assembly is the highest authorization organ of the association; it comprises members registered in the association. The general assembly meetings are held at times indicated in the by-laws of the association upon call of the board of directors. The ordinary general assembly meetings should be held at least once in every three years.
The general assembly may be called for extra-ordinary meeting by the board of directors whenever deemed necessary by the board of directors or auditors’ board, or written request of one fifth of the members. Where no call is made by the board of directors for convening the general assembly meeting, the judge of common court assigns three members to call for general assembly meeting upon application of one of the members.
The resolutions passed with written approval of all the members without coming together for a meeting and the decisions reached through summon of members without adopting the statutory procedure that requires written call for convening the meeting, are regarded valid. The resolutions passed by this way may not take the place of an ordinary general assembly.
The general assembly is called for a meeting by the board of directors at least fifteen days before the meeting date. The date, hour, place and agenda of the meeting is announced.
Unless otherwise stated in the by-laws, the general assembly meetings are held in the head office of the association.
The general assembly convenes with absolute majority of the members having the right to participate in the meeting; in cases where the meeting is held for amendment of by-laws or dissolution of association, the quorum is reached with the participation of two third of the members. Where the meeting is postponed due to failure in providing the quorum, a second meeting is held without requirement of majority. However, the number of members participating in this meeting may not be less than the double of absolute number of members comprising the board of directors and the auditors’ board.
The general assembly meeting may not be postponed more than once.
After the opening of the general assembly meeting, one chairman and sufficient number of vice chairmen and a reporter is nominated for the chairing of the meeting.
Only the subjects in the agenda are discussed in the general assembly meeting. However, it is compulsory to include the other issues that are presented in writing by at least one tenth of the members in the agenda.
The general assembly is the authority that passes the final resolution for acceptance of membership and discharge of members from the association; the association designates the required organs and performs the duties that are not conferred to any other organ of the association.
The general assembly supervises the other organs of the association and is entitled to dismiss them from office at any time on justified grounds.
The general assembly passes its resolutions with the absolute majority of the members attending the meeting. It is provided that, the resolutions relating to the amendment of by-laws and dissolution of the association may only be passed with the two-thirds majority of the members attending the meeting.
No member is entitled to use his/her voting rights in any discussion bearing legal action or dispute between the association and himself, his spouse, antecedents and descendants.
Each member who is present in the meeting but does not take part in the resolutions passed by the general assembly contrary to the laws and by-laws of the association, may file a petition to the competent court requesting cancellation of the resolution within one month as of the date of resolution; for those who is not present in the meeting, this period is accepted as one month upon acknowledgment of such resolution and in all circumstances, the application period is limited to three months as of the date of resolution.
No suit may be brought in to obtain judgment against the resolutions of other organs unless the internal auditing mechanism fails to perform its functions.
The cases where the resolutions of general assembly are regarded null and void on legal grounds are hereby reserved.
BOARD OF DIRECTORS
The board of directors comprises members of which the numbers are indicated in the by-laws of the association. It is always provided that such number of members may not be less than five principal and five alternative members.
Where the number of members in the board of directors becomes less than one half of the total number of the directors due to vacancies from time to time; the general assembly is called for a meeting by the board of directors or auditors’ board within one month. If no call is made, then the judge of common court may assign three members to make the call upon request of any one of the members.
The board of directors is the authorized organ of the association assigned to administer and represent the association; it performs the duties undertaken in conformity with the relevant legislation and by-laws of the association.
The representation power may be delegated to one of the members or to a third person by the board of directors.
AUDITORS’ BOARD
The auditors’ board comprises members of which the numbers are indicated in the by-laws of the association. Provided that such number of Auditors’ board members may not be less than three principal and three alternative members.
The auditors’ board performs the auditing duty according to the principles and procedures set out in the by-laws of the association; the results of the auditing are submitted to the board of directors and general assembly in a report.
ACTIVITIES OF THE ASSOCIATIONS
The associations carry out their activities according to the working procedures and in compliance with the objects set out in the by-laws of the association. The provisions of private law possessing features of public law relating to restrictions or activities subject to permission are hereby reserved. Judgement for suspension of operation may be given by the court upon request of the Public Prosecutor in case of determination of any activity contrary to the restrictions and limitations imposed for the operation of the association.
The associations may operate and cooperate in international arena and open branches in abroad and become members of foreign associations and organizations to achieve the objects set out in the by-laws.
The real persons of foreign origin who possess the right for settlement in Turkey may incorporate association or become a member of the existing associations. This requirement is not seek for the honorable membership.
The associations may open branches in any place deemed necessary. The board of founders comprising at least three persons and authorized by the board of directors for this purpose submit the incorporation declaration and other documents required for opening of a branch to the highest administrative authority of the location.
The membership fees, profit gained from the activities of the association or from its assets, contributions and donations constitute the income of the association.
DISSOLUTION OF THE ASSOCIATIONS
Dissolution ipso facto may occur under the following circumstances;
a) If the objects of the association are not realized, or it becomes impossible to reach the goals and objects of the association, or in the event of expiry of lawful period;
b) If it is failed to convene the general assembly meeting within the lawful period and one of the legal organs of the association is not constituted;
c) If the association is declared insolvent;
d) If the board of directors is not elected during the period specified in the by-laws;
e) If it is failed to convene the general assembly meeting repeatedly two times;
Any concerned person may request verification of dissolution ipso facto from the judge of the common court.
Apart form that the association may be dissolved at any time under the resolution of the general assembly.
If the objects of the association are not compatible with the legislation and ethics, the court may give judgement for the dissolution of the association upon request of the Public Prosecutor or any other concerned person. The court takes all the necessary measures during the proceeding of the case, including suspension of activity.
