Association Statute

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SECTION
GENERAL PROVISIONS

NAME OF THE ASSOCIATION:

Article 1-The name of the association is “YACHT and BOAT INDUSTRY ASSOCIATION”.

It will be referred to briefly as “ASSOCIATION” in the articles of the statute.

HEADQUARTERS OF THE ASSOCIATION:

Article 2- The headquarters of the association is Istanbul.

PURPOSE, WORKING TOPICS AND WORKING WAYS TO BE CONTINUED BY THE ASSOCIATION IN ORDER TO REALIZE THE PURPOSE, AND FIELD OF ACTIVITY:

Article 3- To instill the love of the sea in the Turkish people, to promote sea pursuits and maritime, to gather under one roof those engaged in manufacturing, import, export and trade in the marine sector in Turkey and those who serve marine tourism,

To work to facilitate access to maritime education for all segments of society in Turkey and to encourage our young people to engage in this endeavor,

To carry out studies on marine materials and boat manufacturing and safety standards, and to inform the relevant authorities,

To advance this profession of those who produce, sell, import and export marine materials, to raise their standards, to determine professional rules and to enforce these rules.

WORKING TOPICS AND WORKING WAYS AND FIELD OF ACTIVITY:

Article 4- In order to realize the purpose of the association;

Encourages and enrolls new members.
Implements services and projects related to study subjects.

It organizes conferences, meetings, participates in exhibitions and fairs, supports organized fairs on behalf of its members and takes part in their organization when necessary.

It can buy, rent, sell and carry out all kinds of construction of movable and immovable properties required for its purpose and work.
It can publish magazines, newsletters and brochures.
It receives and gives donations in accordance with the charity collection law and the provisions of the statute.
Performs other necessary work in accordance with its purpose.
In accordance with the provisions of the Turkish Commercial Code, it may establish economic enterprises and companies suitable for its purposes and/or participate in established ones.
Both economic enterprises and companies to be established or joined may manufacture, have and sell the goods needed in accordance with the purpose of the Association and their field of work, bearing the emblem and logo of the Association, in order to achieve the said objectives.
In order to ensure social and cultural solidarity among members;

1- It can open and operate a local restaurant where the head office and branches are located, provided that it receives permission from the Civil Administrator,

Participates in sports activities,

Organizes sea and water sports events for young people,

It supports and coordinates the seas, rivers and coasts.

Can organize charity balls, festivals, lotteries and similar activities.
It can provide scholarships and training opportunities to young people in need who will contribute to the development of the maritime sector and promote this sector.

Article 5- The association is an amateur organization and does not deal with political issues. No extraneous matters or personal interests can be discussed at the meetings.

FOUNDERS OF THE ASSOCIATION, DATE OF ESTABLISHMENT:

Article 8- The founders of the association are the people whose identities are shown below.

Remzi Cengiz ARSAY (Manager-Operator) T.R.
Kemer Country, Ormantepe road No: 26 Kemerburgaz-STANBUL

Mehmet Ilhan ÖZGÖREN (Manager) T.R.
Kumbaracılar St. Evren Apt. No: 17/11 Feneryolu/Kadıköy

ISTANBUL 3- Hatice GÜNAYDIN ​​(Manager) T.R.

Şemsettin Günaltay Cad. Sultan St. No: 11/2 Tüccarbaşı-Erenköy İSTANBUL

Murat ŞAKAR (Manager) T.R.
Tekel Cad. Merve Apt. No:56/6 Rahmanlar-Kartal/ISTANBUL

Osman ATLI (Manager) T.R.
Akdeniz Cad. Zambak St. Başak Apt. No:2 D:8 Rahmanlar-Kartal -ISTANBUL

Ihsan DEDE (Manager) T.R.
İcadiye Mah. Camlica Cad. Çolakoğlu Apt. No:49 Floor: 2 D:6 Üsküdar-İSTANBUL

Fethi Hakan DOĞAN (Factory Manager) T.R.
Havacı Muzaffer Erdönmez St. Huzur Apt. No: 18 D:6 Yeşilköy-İSTANBUL

The founding members whose names are written above established an association named MARINE TOURISM AND MARITIME DEVELOPMENT ASSOCIATION on 16/December/1999.

SECTION
MEMBERSHIP:

Article 7- Persons who are registered to the association in accordance with the most mandatory provisions of the Associations Law and by the decision of the Board of Directors and who fulfill the obligations required by association membership and have the right to vote and be elected are Person Members.

Legal entities that are registered with the association in accordance with the governing provisions of the Associations Law and fulfill the obligations of association membership are Legal Members. If a legal entity is a member, the chairman of the board of directors of the legal entity or the person assigned to represent it votes. When this person’s presidency or representation duty ends, the person who will vote on behalf of the legal entity is determined again. Apart from Personal and Legal Membership, there is also HONORARY MEMBERSHIP in the association.

MEMBERSHIP CONDITIONS:

Article 8 – Legal entities that produce or import, export and market spare parts for marine vessels and equipment, and real persons who are over the age of 18 and are able to use their civil rights, working in any commercial or industrial establishment that falls within the definition listed above, upon the written recommendation of at least two members of the Association and the Management Board. Can become a member of the Association with the decision and approval of the Board. The board of directors has the authority to accept or reject applications for membership in line with the Regulations and after evaluating them on issues such as sector experience, field of activity, maritime and maritime-related studies. Natural and legal persons who are declared by the law on associations or other laws that they cannot become members of associations cannot become members of the association.

MEMBERSHIP OBTAINING PROCEDURES AND PROCEDURES:

Article 9- The person who wants to become a member of the association;

Fills out the printed “Membership Form” and signs the stamp. *
Two members who fulfill their financial obligations to the association on time submit this form and recommend the candidate for membership.
Along with the documents required by law and the Board of Directors, the form
The Membership Form is published on the Association Notice board and in the relevant section of the association website for fifteen days.
If there is no objection about the candidate within the suspension period, the Board of Directors evaluates the candidate’s membership.
The Board of Directors notifies the member candidate of its decision within fifteen days if there is no objection, and within thirty days if there is an objection, from the date of suspension.
If the accepted member candidate fulfills his membership obligations within fifteen days, his identity is recorded in the members’ book and he is given a membership certificate.
If the candidate does not fulfill his/her obligations within fifteen days, the admission decision regarding the member is annulled without the need for a Board of Directors decision and the candidate cannot apply to the association again until at least two years have passed. In case of force majeure, the fifteen-day period may be extended by the decision of the Board of Directors.

The decision of the Board of Directors regarding the rejection of the membership application is final, the member who proposes may object at the first general assembly.
Every member is obliged to notify the association if he/she changes his/her residence address if he/she is a real member or if he/she changes his/her headquarters address if he/she is a legal member. Otherwise, notifications to the address on the membership form will be deemed valid.

CONDITIONS FOR TERMINATION OF MEMBERSHIP AND RE-ADMISSION TO MEMBERSHIP:

Article 10- Association membership;

With the death of the member,

When the member loses his capacity to act,

It terminates automatically upon the termination, dissolution, or completion of the bankruptcy liquidation of the legal member and its deletion from the registry.

Any member may resign from membership at any time by submitting a petition to the Board of Directors.

However, membership fees must be paid in full for that accounting period.

Those who resign from membership of the association can become members of the association again by the decision of the Board of Directors, if they re-apply and pay the amount calculated by multiplying the number of years between the date of resignation and the date of new application by the membership annual fee on the date of application, in addition to the membership entrance fee on the date of application. .

-Those who have lost their right to become members according to the provisions of the statute

-Those who have been sentenced to indefinite dismissal from membership,

-Those who do not pay their annual dues and other payments on time,

Those who are removed from the Association Membership by the decision of the Board of Directors and are subject to legal proceedings cannot be re-elected as members of the Association under any circumstances.

HONORARY MEMBERSHIP

Article 11- Statesmen, Board Members and Presidents of Chambers of Commerce and Industry who have served the purposes of this association may be elected Honorary Members of the Association by the decision of the Board of Directors. Honorary membership is for life. Honorary members do not have the right to vote or be elected. They do not pay any dues.

CHAPTER III

ORGANS:

Article 12- Organs of the Association;

General Assembly
Board of Directors
Supervisory Board
Ethics Committee
GENERAL ASSEMBLY MEETINGS:

Article 13- The General Assembly consists of the members of the Association. It is collected in two ways: Ordinary and Extraordinary. The General Assembly meets ordinarily every three years in FEBRUARY. The General Assembly is called to an extraordinary meeting within one month at the latest, when deemed necessary by the management or supervisory boards, or upon the written application of one fifth of the members of the Association.

MEETING METHODS:

Article 14- In order to convene the general assembly, the Board of Directors must first decide on a day in February, determine the agenda of the meeting, and at least fifteen days before the meeting date, specify the place, date and time of the meeting, and if the majority is not reached in this meeting, the date of the second meeting, and invite the members to the meeting. calls. The period between the first meeting and the second meeting cannot be less than one week.

Article 15- The General Assembly meeting is held in the city where the headquarters of the association is located and at a place determined by the Board of Directors. Those who do not pay their annual fee cannot attend the general assembly meeting. The postponed meeting must be held within two months at the latest from the date of postponement. The General Assembly Meeting cannot be postponed more than once.

PROCEDURE OF THE GENERAL ASSEMBLY:

Article 16- The General Assembly convenes with the participation of one more than half of the members who have paid their annual dues. If there is no majority in the first meeting, this condition is not required in the second meeting. However, the number of members attending the meeting cannot be less than twice the total number of members of the Board of Directors and Auditing Boards.

Members enter the meeting by signing against their names on the members list. Once it is understood that the majority is reached, the meeting is opened by the Chairman of the Board of Directors or a member of the Board of Directors appointed by him. After the opening, a President, a Vice-President and two Secretaries are elected.

Items written on the agenda are discussed. Each member has one vote in the General Assembly. General Assembly meeting documents are sent to the highest local authority within 30 days from the meeting date.

EXTRAORDINARY GENERAL ASSEMBLY:

Article 17- Extraordinary General Assembly,

Written and signed application by one fifth of the number of members of the association,
The decision taken by the Board of Directors of the Association by absolute majority,
Upon the unanimous decision of the Auditing Board regarding the accounts and transactions, a meeting is called by the Board of Directors within one month at the latest. Extraordinary General Assembly meeting is held like the Ordinary General Assembly meeting.

DUTIES AND AUTHORITIES OF THE GENERAL ASSEMBLY

Article 18- Extraordinary General Assembly,

Makes decisions in accordance with the Laws and Regulations,
Decides on members’ requests and suggestions,
Examines the reports of the board of directors and the audit board,
Releases the board of directors financially and administratively,
Can change the statute of the association,
selects organs,
Changes or accepts the prepared budget,
Can terminate the association,
It can establish a Federation by coming together with associations with the same purpose, or join or leave an existing Federation with the same purpose,
It decides whether the association will carry out international activities, join or leave associations or organizations abroad,
Authorizes the Board of Directors to purchase or sell real estate and movable goods and, when necessary, to obtain bank loans against mortgages and borrowing,
BOARD OF DIRECTORS, ITS FORMATION AND MEETINGS:

Article 19- The Board of Directors of the Association consists of 11 people. The General Assembly elects 11 full and 7 substitute members from among the members. Those elected meet after the General Assembly meeting and elect a President, a Deputy President, a General Secretary and an Accountant among themselves. The term of elected members is three years. It is possible for them to be re-elected.

DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS:

Article 20- The Board of Directors manages the Association in accordance with the provisions of the Law and Regulations. Duties are written below.

To realize the aims and working subjects of the association,
Representing the Association with the President or members to be assigned,
To carry out the duties assigned by the provisions of the Law and Regulation,
To implement the decisions of the General Assembly,
To hire association personnel and, if necessary, to terminate their employment,
To examine and investigate the complaints to be made, to ensure the disciplined operation of the Association, to impose the necessary penalties and, if necessary, to terminate the membership of members who will violate the provisions of the law and regulations,
To prepare amendments to the statute when necessary and submit them to the General Assembly,
To accept new members who apply to the association,
To announce the decisions of the General Assembly to members and interested parties,
To carry out the duties assigned by the statute,
To ensure that the Association’s Accounts and Books are kept in accordance with the provisions of the Bylaws and the applicable laws and legislation, through the Accountant Member selected from among its members.
AUDIT BOARD:

Article 21- It is the auditing body of the Association. 3 full and 3 substitute members are elected by the General Assembly. Their duration is 3 years. It is possible for them to be re-elected. It carries out its inspection at intervals not exceeding 6 months. It presents its results with a report to the board of directors and to the General Assembly when it meets.

ETHICS COMMITTEE

Article 22- It is the advisory body of the Association on ethical issues. It consists of five members. It is selected by the Board of Directors from among the former presidents and former members of the Board of Directors. Their duration is 3 years. It is possible for them to be re-elected. The board elects a chairman from among themselves.

The Board observes that all members comply with ethical principles, examines and evaluates the applications or issues submitted to them, and presents a report to the Board of Directors and the General Assembly when it meets.

SECTION
REVENUES OF THE ASSOCIATION

ENTRY FEE TO BE PAID BY MEMBERS

ANNUAL PAYMENT:

Article 23-

Person Member Entrance Fee: It is a one-time amount for individual members accepted to membership in each budget year. For 2023, this amount is 3,000.00 TL.
Individual Member annual fee: It is the amount that must be paid for individual members on the relevant dates each year and as long as the membership continues. For 2023, this amount is 1,000.00 TL annually.
Legal member entrance fee: It is a one-time amount for legal members who are accepted to membership in each budget year. For 2023, this amount is 30,000.00 TL.
Legal member annual fee: It is the amount that must be paid for legal members on the relevant dates every year and as long as the membership continues. For 2023, this amount is 10,000.-TL annually.
Unless a contrary decision is taken at the Ordinary or Extraordinary General Assemblies, Corporate and Individual membership entrance fee and annual dues amounts are determined by the Board of Directors every year. The authority of the board of directors to increase or decrease the Entrance fee and Annual Fee amounts is limited by (CPI + PPI) / 2 published by TURKSTAT in January.
DUE DATES FOR PAYMENTS:

Article 24- Legal and Individual member entry fee is paid at the time of registration, and Corporate and Individual member annual fee is paid by the end of January of the relevant year. A 2.5% monthly delay penalty is applied to annual dues that are not paid on time, and Corporate and Individual members who have not paid their annual membership fee for two years are given at least three written warnings and are removed from membership if payment is not made. Legal proceedings are initiated for members who are expelled from membership. Those who do not pay their dues by the General Assembly date cannot attend the General Assembly.

SIDE INCOME OF THE ASSOCIATION

Article 25-

All kinds of donations and aids and donations and aids to be collected in accordance with the provisions of the charity collection law,
Income transferred by the Economic Enterprise.
Other income.

SECTION
BOOKS AND RECORDS:

Article 26- Notarized Ledgers listed below are kept for the Association.

a) The books to be kept and the principles to be followed during business accounting are as follows:
Decision Book: The decisions of the Board of Directors are written in this book in order of date and number, and six of the decisions are signed by the members who attended the meeting.
Member Registry Book: The identity information of those who join the association as members, their entry and exit dates are recorded in this book. Entry and annual dues paid by members are recorded in this book.
Document Record Book: Incoming and outgoing documents are recorded in this book with date and sequence number. The originals of the incoming documents and the copies of the outgoing documents are filed. Documents received or sent via e-mail are stored by printing them.
Fixed Asset Book: The acquisition date and manner of the association’s fixed assets, the places where they are used or given, and the write-off of those that have expired are recorded in this book.
Business Account Book: Income received and expenses incurred on behalf of the association are recorded clearly and regularly in this book.
Receipt Document Record Book: The serial and sequence 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 them are recorded in this book.
b) The books to be kept on a balance sheet basis and the principles to be followed are as follows:
Associations that keep books on a balance sheet basis also keep the books recorded in subparagraphs 1, 2, 3 and 6 of paragraph (a).
2) Journal Book, General Ledger and Inventory Book: The method of keeping and recording of these books is carried out in accordance with the Tax Procedure Law and the Accounting System Application General Communiqués published pursuant to the authority given to the Ministry of Finance by this Law.

The books listed in this article and required to be kept must be approved by the association unit or notary.

INTERNAL AUDIT FORMS OF THE ASSOCIATION:

Article 27- Internal audit may be carried out by the general assembly, board of directors or audit board, as well as independent audit firms. The fact that an audit has been carried out by the general assembly, the board of directors or independent audit firms does not eliminate the liability of the audit board.

Supervisory board; It audits whether the association operates in line with the purpose and work subjects stated to be carried out in order to achieve the purpose stated in its charter, whether the books, accounts and records are kept in accordance with the legislation and the association charter, in accordance with the principles and procedures determined in the association charter and at intervals not exceeding one year, and keeps the audit results together. It submits a report to the Board of Directors and to the General Assembly when it meets. Upon the request of the members of the audit board, it is mandatory to show or provide all kinds of information, documents and records, and to fulfill the request to enter the management places and annexes.

SECTION
AMENDMENT OF THE CONSTITUTIONS:

Article 28-For charter amendments, the General Assembly convenes with the participation of two-thirds of the members who have the right to attend. In case the meeting is postponed due to lack of majority, 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 management and audit boards. Amendments to the statute are made by a two-thirds majority of the members attending the meeting. Any changes to be made in the association charter are proposed by the Board of Directors and approved by the General Assembly. In addition, one tenth of the members present at the General Assembly Meeting can make this proposal. Amendments to the statute are definitely included in the announced agenda.

Article 29- The association may be dissolved by the decision of a majority vote of 2/3 of the members attending the extraordinary general assembly, where at least 2/3 of the members of the General Assembly who were specifically invited for dissolution will be present.

DISPERSION:

The association may disband by the decision of a clear vote majority of 2/3 of the members attending the meeting at the general assembly, where at least 2/3 of the members of the General Assembly specifically invited for dissolution will be present. If the majority is not achieved, the number of members is not taken into account for the second meeting. The issue of disbandment can be discussed. However, the decision must be made by a 2/3 clear vote majority of the members present.

The dissolution is notified in writing to the Local Authority by the Board of Directors within five days. The Board of Directors, as the Distribution Board, makes the dissolution. The remaining money, movable and immovable properties are transferred to the Istanbul Chamber of Shipping.

OPENING A BRANCH:

Article 30- The general assembly of the association may decide to open branches in provincial and district centers deemed necessary throughout the country. These Branches may operate in accordance with the provisions of this statute and the headquarters. The headquarters board of directors can subject the branches to supervision and control at any time and in any way by appointing one or more of the board members.

The following books are kept in Branches subject to the operating account principle.

Member Registry

Decision Book

Business Account Ledger

Stock book

The following books are kept in branches subject to LANCO principle.

Member Registry

Decision Book

Journal

Big Ledger

Stock book

Certification of all books is mandatory.

BRANCH ORGANIS:

Article 31- It is mandatory to establish a General Assembly, Board of Directors and Auditing Board in each association branch. Other bodies may be established, but they cannot exercise the duties and powers of existing bodies.

Branch General Assemblies are held at the location where the branch is located. The General Assembly convenes with the participation of the absolute majority of the members who have the right to participate, and with the participation of two-thirds in cases of amendment of the statute and termination of the branch. If the meeting is postponed due to lack of majority in the general assembly, majority is not required in the second meeting. However, the number of members attending this meeting cannot be less than twice the number of members of the Board of Directors and Audit Boards.

General Assembly decisions are taken by the absolute majority of the members attending the meeting. Decisions on termination of the branch are taken by a two-thirds majority of the members attending the meeting.

DUTIES AND AUTHORITIES OF THE BRANCH GENERAL ASSEMBLY:

Article 32- The General Assembly is formed by gathering the branch members. The headquarters must hold the Branch General Assembly meeting at least 60 days before the General Assembly meeting. Branches send one delegate to the headquarters General Assembly meetings for every 10 members registered in the branch. Each delegate has one vote and the member casts his/her own vote. In the general assembly; Voting right, voting representation, meeting time, meeting call procedure, meeting quorum, number of meeting decisions and holding the meeting are carried out in accordance with the principles specified in the association charter.

BRANCH BOARD OF DIRECTORS AND ITS DUTIES:

Article 33- It consists of 5 full and 5 substitute members elected by secret ballot by the branch general assembly. The board itself

To carry out the income and expense affairs of the branches, to carry out the administrative personnel affairs of the branches, to operate within the framework of the branch in order to realize the purpose of the statute, to appoint the branch secretary and accountant and to carry out these duties if necessary, to collect member dues and donations, to make decisions about the members who apply and to accept and reject them. is to represent the association branch by carrying out the work assigned to it by the headquarters.

BRANCH AUDIT BOARD AND ITS DUTIES:

Article 34- 3 full members and 3 substitute members are elected by the branch general assembly. It audits the branch accounts and documents at intervals not exceeding six months and writes its report. He presents this report to the board of directors or general assembly.

BRANCH REVENUES:

Article 35- Branch incomes are member fees and donations, the share allocated for the branches from the headquarters budget, cash aid, rental income, and charity collection income.

TERMINATION AND LIQUIDATION METHOD OF THE ASSOCIATION BRANCH:

Article 36- The General Assembly of the Association Headquarters may decide to terminate the association. The Branch General Assembly may decide to terminate the branch at the General Assembly Meeting. The decision to be taken regarding termination and the principles to be followed are shown in Article 29 of the association’s charter. Termination of branches is also subject to this procedure. If the branch of the association is terminated by a court decision, the assets of the branch are left to the treasury. If the Association Branch is terminated by the Headquarters General Assembly or the Branch General Assembly, all assets of the branch are transferred to the Headquarters.

BORROWING PROCEDURES OF THE ASSOCIATION:

Article 37- Borrowing of the Association is carried out by the Board of Directors with the authority given by the General Assembly.

Article 38- Representative offices may be opened by the Board of Directors in the provinces and districts deemed necessary in order to carry out the activities of the association. The representative is notified in writing to the local administrative authority by the Board of Directors. Representations, therefore, cannot be represented.

OTHER PROVISIONS:

Article 39- On matters that are not clear in the statute, the Associations Law No. 5253, the Turkish Civil Code and the Headquarters Charter Provisions apply.