STATUTE OF BIZBIZZE ASSOCIATION OF IDEA AND SUPPORT FOR WOMEN
ARTICLE 1: FOUNDATION, NAME AND HEADQUARTERS OF THE ASSOCIATION
The name of the association is “The BizBizze Association of Idea and Support for Women”. The headquarters of the association (“The Association”) is in Istanbul. Its short name is BIZBIZZE.
The Association may open branches abroad and within the country.
ARTICLE 2: THE PURPOSE AND WORKING PRINCIPLES OF THE ASSOCIATION
2.1. The main goal of the association is to support women from all social groups and make them to work effectively in social and economic life.
2.2. The working principles of the association are as follows:
ARTICLE 3: THE FIELD OF ACTIVITY OF THE ASSOCIATION
3.1. In order to achieve the purpose specified in Article 2, the Association develops dialogue and cooperation with all actors working in the field, including but not limited to the ones listed below, advocates and reports on the empowerment of women, produces policies, and conducts training, mentoring, coaching, consultancy, workshops, etc.
iii. Finding the equipment that will support women to develop their ideas and to support their implementation,
vii. To organize national and international festivals, panels, congresses etc. that support the participation of women’s ideas, to create a market space,
viii. To conduct campaigns aimed at making women’s ideas visible, conduct lobbying activities and develop advocacy programs to improve social contribution through publications and reports
3.2. Provided that the association is acting within the above-mentioned objectives and fields of activity;
iii. One or more immovable property and/or revenues included in the assets of the association can be used for the purposes of the association for one or more times in the investment, provided that it is not contrary to the purpose and service of the association, donations, wills, purchases and other means, and the association can manage immovable property and money in line with the association’s purposes and make savings on them, buy securities for the purposes of the association and evaluate and sell them in line with the association’s purpose.
vii. The association may establish economic, commercial and industrial enterprises, partnerships, foundations and solidarity funds in order to obtain the income it needs.
viii. The association can try to obtain funds from local, national and international sources in order to support non-profit and non-governmental organizations.
xii. It may collect aids and donations in accordance with the Aid Collection Law, other relevant legislation and the provisions of this regulation, and may accept conditional and unconditional wills.
xiii. It can open and operate local and similar facilities after obtaining the necessary permissions.
xiv. It can organize dinner meetings, concerts, balls, theater, exhibitions, sports, excursions, open bazaars and entertaining events etc.
xvi. If it is deemed necessary for the realization of the purpose, without prejudice to the provisions of the Law No. 5072 on the Relations of Associations and Foundations with Public Institutions and Organizations, it carries out joint projects with public institutions and organizations on issues that fall within their scope of duty.
xvii. It creates platforms to achieve a common purpose with other associations or foundations, unions and similar non-governmental organizations in areas that are relevant to its purpose and are not prohibited by law.
xviii. It opens branches and representative offices where deemed necessary.
xix. It carries out all kinds of legal studies and activities to achieve its purpose.
ARTICLE 4: MEMBERSHIP
Including foreigners who have the right to reside in Turkey, anyone (including legal entities) who fulfills the membership conditions stipulated in the laws and who accepts the aims and principles of the association and agrees to work in this direction can become a member of the association. An application for membership to be made in writing to the president of the association is decided by the Board of Directors of the Association in the form of acceptance or rejection of the request for membership within thirty days at most, and the result is notified to the applicant in writing. A member whose application is accepted is recorded in a book that will be kept for this purpose. The membership of the applicant is finalized if the membership entrance fee is made within 30 days at the latest after the notification made to the affiliate member.
The main members of the association are the founders of the association and those who have been accepted for membership upon their application.
Those who have provided substantial financial and moral support to the association may be accepted as honorary members with the decision of the Board of Directors. These members can attend the General Assembly meetings but cannot vote or be elected to organs. The honorary members can pay dues if they wish.
Association members have equal rights. Every member has the right to participate in the activities and management of the association.
ARTICLE 5: RIGHTS AND DUTIES OF THE MEMBERS
Each member has the right to participate in the General Assembly, to vote, to elect and to be elected. Each member votes personally. Members do not participate in voting on issues related to them.
Members to comply with the provisions of the laws and statutes, by the board of directors fulfill the given tasks on time, pay their dues and act in accordance with the purposes and principles of the Association, which complicates the realization of the purposes and principles of attitude and behavior to avoid to protect the dignity of the legal personality of the association and increase membership the annual membership fee after acceptance of entry and pay attention to each year are obliged to pay. Those who do not fulfill their obligations are warned in written form by the Board of Directors.
Those who do not fulfill their obligations within 30 days without a justifiable apology despite the warning, and those who take actions that put the Association under obligation without authorization from the Board of Directors, are subject to the sanctions specified in the clause ix of Article 11 of the Statute.
The status of those who leave the membership of the association voluntarily or who are dismissed from membership with the decision of the Board of Directors are recorded in the member registry and their records are closed. The ones who are in this situation cannot claim any rights to the association. Nobody can be forced to become a member or remain a member of the association.
Members who serve in the bodies of the association do not receive money under the daily allowance or any other name and they voluntarily fulfill their responsibilities.
The member who loses the conditions of membership must immediately report this to the Association management. It is obliged to indemnify the damages faced by the association due to the failure of the member to fulfill the obligations to notify and the administrative fines that may be imposed on the association.
Principal members are obliged to immediately notify the Association in writing of any changes in their residence addresses and social status. If they do not, they are deemed to have accepted that the information in the member registry will be taken as basis for any notification.
ARTICLE 6: RESIGNATION FROM MEMBERSHIP
Each member may resign from membership at any time by notifying the Board of Directors in written form.
As soon as the resignation petition of the member reaches the Board of Directors, the exit procedures are deemed to have been completed.
Quitting membership does not end the accumulated debts of the member to the association.
ARTICLE 7: EXCLUDING FROM MEMBERSHIP
The situations that require exclusion from association membership are as follows:
iii. Having lost the conditions for membership,
vii. Developing offensive or insulting attitudes and behaviors towards other members of the association,
viii. Failure to pay the annual membership fee for two (2) consecutive years.
In case of any of the above-mentioned situations, the Board of Directors takes action on its own initiative or upon a written complaint of a member, collecting all necessary information,
If the Board of Directors reaches the conclusion that one of the other sanctions specified in the clause ix of Article 11 of the Statute is not sufficient, it may decide to dismiss the member. The relevant member may appeal against any disciplinary sanction, including exclusion from membership, within 30 days from the notification of the decision. The General Assembly takes the final decision on exclusion from membership and other disciplinary sanctions.
Those who leave or are removed from membership of the association are deleted from the member registry.
ARTICLE 8: MEMBERSHIP OF THE ASSOCIATION IN INTERNATIONAL ORGANIZATIONS
The Association can become a member of similar international organizations with the decision of the Board of Directors and leave the membership, provided that it fulfills the conditions stipulated in the laws and obtains the necessary permissions.
ARTICLE 9: THE BODIES OF THE ASSOCIATION
The bodies of the Association are General Assembly, Board of Directors and Supervisory Board.
ARTICLE 10: GENERAL ASSEMBLY
10.1. The General Assembly is the highest level body of the Association and consists of Members who have the right to participate in the General Assembly in accordance with this Statute. The General Assembly convenes ordinarily in April every year upon the call of the Board of Directors, or when deemed necessary by the Board of Directors or the Supervisory Board, or extraordinarily within thirty days upon the written request of one fifth of the members of the association.
10.2. If the Board of Directors does not call the General Assembly to the meeting upon the written request of the Supervisory Board or one-fifth of the members of the Association, upon the application of the Supervisory Board or one of the members requesting a meeting, the local magistrate judge assigns a delegation of three members among all of the members of the Association to call the General Assembly to the meeting.
10.3. The entrance and annual fees to be paid by the members are determined each year by the approval of the General Assembly upon the recommendation of the Board of Directors.
ARTICLE 11: DUTIES AND AUTHORITIES OF THE GENERAL ASSEMBLY
The main duties and authorities of the General Assembly are as follows:
iii. Discussion of the Board of Directors and Supervisory Board reports and release of the Board of Directors,
vii. Examination of accounts; Giving duties and authorization to the Board of Directors to discuss the reports of the Board of Directors and the Supervisory Board, to acquit the boards or to sue them,
viii. Discussing and deciding on the work program and budget draft for the next period,
xii. Fulfilling other duties stipulated by the General Assembly according to the laws and statute,
xiii. Inspection of other bodies of the Association and dismissal of members of the mentioned bodies for good cause appearing;
xiv. Deciding to open the branches of the Association and authorizing the board of directors to carry out transactions related to the branch decided to be opened,
xvi. As being the most authorized body of the Association, performing the works that have not been given to another body of the association and using the powers.
ARTICLE 12: CALL PROCEDURE FOR THE GENERAL ASSEMBLY MEETING
12.1. The Board of Directors shall prepare a list of members entitled to attend General Assembly meetings according to the Statute. The members in the list will be invited to the General Assembly by a newspaper, electronic mail or written notice stating the date, time, place and agenda of the meeting at least fifteen (15) days in advance. The said announcement shall also state the date and place of the second meeting to be held if the first meeting may not be held due to lack of meeting quorum. There shall be minimum one (1) week or maximum sixty (60) days between such two meetings.
12.2. The meeting quorum is one more than half of the number of members for the first meeting. If sufficient majority cannot be reached in the first meeting, the second meeting is held with those present. In any case, this number cannot be less than the total number of members of the board of directors and supervisory board.
12.3. If the meeting is postponed for any reason other than lack of quorum, this situation is announced to the members in accordance with the procedure of the first meeting, stating the reasons for adjournment. The second meeting must be held within six months at the latest from the adjournment date. The members are invited to the second meeting according to the principles stated in the first paragraph.
12.4. General Assembly meeting cannot be postponed more than once.
ARTICLE 13: PROCEDURE OF GENERAL ASSEMBLY MEETINGS
13.1. The list of members entitled to attend the General Assembly is made available at the meeting place. ID documents of the members who will enter the meeting venue issued by the official authorities are checked by the members of the Board of Directors or the officials to be assigned by the Board of Directors. Members enter the meeting place by signing the place opposite of their names on the list prepared by the Board of Directors.
13.2. Once the quorum specified in Article 11 is present, the situation is put in a report and the meeting shall be commenced by the Chairman of the Board of Directors or a Member of the Board of Directors designated by the Chairman. If the meeting quorum cannot be achieved, a minute is prepared by the Board of Directors. After the opening, a council committee is formed by electing a chairman and a sufficient number of vice chairmen and clerks to manage the meeting.
13.3. During the voting to be held for the election of the organs of the association, the voting members must show their identity cards to the council committee and sign their names on the list of attendees. The management and security of the meeting is carried out by the chairman of the council. The General Assembly is concluded by discussing and resolving the issues on the agenda.
13.4. In the General Assembly, only the items on the agenda are discussed, however, it is obligatory to include the issues requested in writing by one tenth of the members present at the meeting.
13.5. The topics discussed and the decisions taken at the meeting are written in a minute and signed by the chairman of the council and the clerks. At the end of the meeting, the 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 submitting them to the newly elected Board of Directors within seven days.
ARTICLE 14: PROCEDURES OF VOTING AND RESOLUTIONS IN THE GENERAL ASSEMBLY
14.1. In the General Assembly, the elections of the members of the Board of Directors and the Board of Auditors are voted by secret ballot, whereas decisions on other matters are voted open, unless otherwise resolved. Secret votes are the votes that are collected by throwing the papers or ballot papers sealed by the chairman of the meeting into an empty container after being duly made by the members and determined by an open counting after the end of the voting. In open voting, the method specified by the chairman of the General Assembly is applied. General Assembly decisions are taken by the absolute majority of the members attending the meeting. Decisions to change the statute and dissolve the association can only be taken with the two-thirds majority of the members attending the meeting.
14.2. Decisions taken with the written participation of all members without coming together and all members of the association come together without complying with the call procedure written in this regulation are valid. Making decisions in this way does not replace a regular meeting.
ARTICLE 15: ORGANIZATION OF THE BOARD OF DIRECTORS OF THE ASSOCIATION, TIME OF MEETINGS
15.1. The Board of Directors is the executive and management body of the Association and can take decisions on all matters outside the exclusive jurisdiction of the General Assembly in accordance with this Statute and Turkish laws.
15.2. The Board of Directors is elected by the General Assembly with secret voting as 7 ordinary and 5 alternate members. One term of office for the Chairman and members of the Board of Directors is two (2) years. The chairman and members of the board of directors can be elected for a maximum of two (terms) and can serve for a maximum of four (4) years.
15.3. In its first meeting after the election, the Board of Directors determines the chairman, vice chairman, secretary, accountant and member by distributing the duties with a decision.
15.4. The Board of Directors may be called for a meeting at any time to all members of the Board of Directors, provided that the Chairman of the Board gives at least [5] days prior notice. At least three of the members of the Board of Directors may request a meeting in writing from the Chairman of the Board.
15.5. If there is a vacancy from the ordinary membership of the Board of Directors due to resignation or other reasons, it is obligatory to call the alternate members for duty according to the order of the majority of the votes they received in the General Assembly.
15.6. The Board of Directors shall convene with at least one more than half of the total number of members. The issues discussed at the meeting must be resolved with the absolute majority of the participants.
15.7 The duty of a member of the Board of Directors will end in the following cases:
iii. Dismissal of the Board member by the absolute majority of the members present at the General Assembly meeting.
ARTICLE 16: DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS
The Board of Directors fulfills the following issues.
iii. Performing transactions relating to income and expense accounts of the Association and preparing and submitting the budget for the next period to the General Assembly,
vii. To implement the decisions taken at the General Assembly,
viii. To prepare the annual balance sheet of the association and the report explaining the activities of the Board of Directors at the end of each activity year, and to present the report to the General Assembly during the meeting,
xii. To collect necessary information and documents for members,
xiii. To coordinate all the activities of the association,
xiv. To make operational plans for the next period,
xvi. To take and implement all kinds of decisions in order to realize the purpose of the association,
xvii. To call the General Assembly to ordinary or extraordinary meeting,
xviii. To determine the people who will represent the Association in national and international meetings,
xix. To make a decision to open a representative office and to ensure that the related transactions are carried out,
xxi. To ensure that the branches of the association are audited,
xxii. To take decisions on other issues given by the legislation and that do not require a General Assembly resolution,
xxiii. To perform other duties assigned by the legislation and to use the powers,
xxiv-In cases where less costly and/or efficient professional services are required from the chairman and members of the association’s executive and supervisory boards who are not public officers within the scope of the association’s field of activity, the said service should be obtained from the permanent and/or alternate members of the Board of Directors and/or how much will be paid, the relevant board member/members cannot participate in the Board of Directors resolution to be taken on the subject, and the decision must be taken unanimously by the other full members of the Board of Directors.
xxv. In case the members of the board of directors do not attend three (3) consecutive meetings without a valid excuse or do not attend a total of five (5) meetings within a year, their membership of the Board of Directors is automatically terminated without any notice. The first substitute member of the board of directors is appointed as permanent member in place of the board member whose membership is dropped. The decision as to whether the excuses of the members of the Board of Directors are valid is taken by the Board of Directors by majority of votes.
ARTICLE 17: ORGANIZATION OF THE SUPERVISORY BOARD OF THE ASSOCIATION, TIME OF MEETINGS
The Supervisory Board shall be elected at the General Assembly and shall consist of three ordinary and three alternate members. The person with the most votes becomes the Chairman of the Supervisory Board. The office term of the Supervisory Board members is three years, and a member whose term has expired can be re-elected. If there is a vacancy from the ordinary membership of the Supervisory Board due to resignation or other reasons, it is obligatory to call the alternate members for duty according to the order of the majority of the votes they received in the General Assembly.
The Supervisory Board can convene with absolute majority and decisions are taken with the absolute majority of the participants.
ARTICLE 18: DUTIES AND AUTHORITIES OF THE SUPERVISORY BOARD
18.1. The Supervisory Board checks whether the association operates in line the purpose indicated in its statute, whether the books, accounts and records are kept in accordance with the legislation and the association’s statute, according to the principles and procedures determined in the association’s statute and at intervals not exceeding one year, and submits the audit results to the Board of Directors in a report and to the General Assembly when it convenes. When necessary, it calls the General Assembly for a meeting.
18.2. Internal audit can be carried out by the General Assembly, the Board of Directors or the Supervisory Board, as well as by independent Audit Firms. The fact that an audit has been made by the General Assembly, the Board of Directors or an independent Audit Firm does not eliminate the liability of the Supervisory Board.
18.3. Upon the request of the members of the Supervisory Board, all kinds of information, documents and records must be shown or given by the association officials, and the request to enter the management places, establishments and their annexes must be fulfilled.
18.4. The broadest financial transparency towards members and the public is aimed.
ARTICLE 19: INCOME SOURCES OF THE ASSOCIATION
The income sources of the association are listed below.
iii. Donations and aids made to the association voluntarily by real and legal persons,
vii. Income obtained from the commercial activities that the association undertakes in order to obtain the income it needs to achieve its purpose.
viii. Cash and in-kind aid, donations and project finance incomes to be provided from international institutions, organizations and funders in accordance with the law,
ARTICLE 20: BOOKS KEPT BY THE ASSOCIATION
The association keeps all the necessary books on the basis of business or balance sheet.
ARTICLE 21: INCOME AND EXPENSE PROCEDURES
21.1. Association income shall be collected in return for a “Receipt Document”. In the event that association income is collected through banks, the receipt or bank statement issued by the bank shall serve as Receipt Document. The expenses of the Association shall be incurred by expense documents such as invoices, retail sales slip, self-employed invoices or cashier slips. However, for payments made by the Association within the scope of Article 94 of the Income Tax Act, expense slips shall be issued in accordance with the provisions of the Tax Procedures Act and for other payments, an “Expense Receipt” shall be issued.
21.2. Person or persons to collect income on behalf of the Association shall be determined by the Board of Directors resolution stating the duration of authority.
21.3. Persons to collect income on behalf of the Association may start collecting income only starting from the date on which a copy of the authorization certificate issued in their names is submitted to the Department of Associations.
ARTICLE 22: BORROWING PROCEDURES OF THE ASSOCIATION
22.1. The Board of Directors is authorized to take decisions regarding the Association’s borrowing.
22.2. If needed, the Association may borrow funds by Board of Directors resolution in order to achieve its purpose and conduct its operations. Such borrowing may be in the form of purchase of goods and services on credit as well as in cash. However, such borrowing may not be in sums which exceed income sources of the Association and in such a way to cause financial difficulty for the Association.
ARTICLE 23: ESTABLISHMENT OF THE BRANCHES OF THE ASSOCIATION
The Association authorizes the Board of Directors to open branches where deemed necessary and to carry out works and transactions in this regard in order to carry out activities in accordance with the statute. For this purpose, the board of founders of at least three persons authorized by the board of directors of the association gives the branch establishment notification and the necessary documents specified in the Associations Regulation to the highest administrative authority of the place where the branch will be opened.
ARTICLE 24 DUTIES AND AUTHORITIES OF BRANCHES
Branches are the internal organizations of the association, which are not legal persons, are responsible and authorized to carry out autonomous activities in line with the purpose and service issues of the association, and are responsible for all receivables and debts arising from all transactions.
ARTICLE 25 BODIES OF BRANCHES AND PROVISIONS APPLICABLE TO BRANCHES
The bodies of the branch are general assembly, board of directors and supervisory board.
The general assembly is composed of registered members the branch. The board of directors is elected by the branch general assembly as five ordinary and five alternate members, and the supervisory board as three ordinary and three alternate members. The duties and authorities of these bodies and other provisions regarding the association in this statute are also applied in the branch within the framework stipulated by the legislation.
ARTICLE 26: HOW TO MEET THE GENERAL MEETINGS OF THE BRANCHES AND HOW TO REPRESENT THE GENERAL MEETINGS OF THE HEADQUARTERS
The branches are obliged to finish the ordinary meetings of the general assembly at least two months before the general meeting of the general assembly.
Branches must report an example of the general meeting’s conclusion to the local authority and the headquarters of the association within thirty days following the meeting.
If the number of branches is less than three, the branches are represented at the headquarters general assembly with the direct participation of all members; if the number of branches is more than three, they have the right to attend the headquarters general assembly with one (1) representative to be elected for each twenty (20) members registered in the branch at the branch general assembly, and if remaining number of members is more than 10, one (1) more representative to be elected for these members.
Those in charge of the management or supervisory board of the branches leave their duties in the branch when they are elected to the headquarters management or supervisory board.
ARTICLE 27: OPENING A REPRESENTION OFFICE
The association may open a representation office with the decision of the board of directors to carry out the activities of the association where it deems necessary. The address of the representative office is notified in writing to the local administrative authority by the person or persons appointed as representative by the decision of the board of directors. Representative office may not be represented in the General Assembly. Branches shall not open representative offices.
ARTICLE 28: AMENDMENTS TO THE STATUTE
28.1. Amendment to the statute of the Association shall be made at General Assembly Meetings.
28.2. In case of an amendment in the statute, the General Assembly convenes with the participation of two thirds of its members. In case the meeting is postponed due to lack of majority, the majority is not required in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the board of directors and supervisory board.
28.3. The decision to amend the statute is taken with the affirmative votes of at least two-thirds of the members attending the meeting and having the right to vote. Amendments to the statute are made with open vote in the General Assembly.
ARTICLE 29: TERMINATION AND LIQUIDATION OF THE ASSOCIATION
The General Assembly of the Association may resolve for termination of the Association at any time. For General Assembly to resolve for termination of the Association, at least two-thirds of members entitled to attend the General Assembly must be present. In case the meeting is postponed due to lack of majority, the majority is not required in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the board of directors and supervisory board.
For adoption of a termination resolution, affirmative vote of two-thirds of those attending the meeting is required. The votes on termination decision at the General Assembly shall be cast openly.
ARTICLE 30: LIQUIDATION PROCEDURES
When the dissolution decision is made by the General Assembly, the liquidation of the association’s money, property and rights is carried out by the liquidation committee consisting of the last Board members. These procedures are initiated from the date of the General Assembly resolution regarding dissolution or when the automatic termination becomes final. In all transactions during the liquidation period, the phrase “Tasfiye Halinde Bizbizze Kadınlar İçin Fikir ve Destek Derneği” (BizBizze Association of Idea and Support for Women in Liquidation) is used as the name of the association. The liquidation committee is in charge and authorized to complete the liquidation of the association’s money, property and rights from the beginning to the end in accordance with the legislation. This committee first examines the association’s accounts.
During the examination, the books, receipts, expense documents, title deeds, bank records and other documents of the association were determined and their assets and liabilities were recorded in a minute. During the liquidation process, the creditors of the association are called and the assets of the association, if any, are converted into cash and paid to the creditors. If the association has any receivables, they are collected. After the collection of the receivables and the payment of the debts, all the remaining money, property and rights are transferred to the place determined in the General Assembly. In the General Assembly, if the place to be transferred is not determined, they are transferred to the association that is closest to the purpose of the association in the province where the association is located and has the highest number of members on the date of termination.
All transactions related to the liquidation are shown in the liquidation report and the liquidation procedures are completed within three months, except for the additional periods given by the local administrative authorities based on a just cause.
Following the completion of the liquidation and transfer of the money, property and rights of the association, the liquidation committee must notify the local administrative authority of the location of the association’s headquarters in a letter within seven days and attach the liquidation report to this letter.
The last members of the Board of Directors are responsible for keeping the books and documents of the Association as the liquidation committee. This duty can be assigned to a board of member too. These books and records must be kept for five years.
ARTICLE 31: LACK OF PROVISION
In matters not specified in this statute, the Associations Law, the Turkish Civil Code and the Associations Regulation issued in reference to these Laws and the provisions of other relevant legislation on associations shall apply.
This statute consists of 31 (thirty-one) articles.
