Bylaws
Association Registry No.
35-085-193
Name and Headquarters of the Association
Article 1– Name of the Association: ‘Kalp Damar Hastalıklarıyla Mücadele ve Farkındalık Derneği’ (Association for Combating and Raising Awareness of Cardiovascular Diseases).
The headquarters of the Association is in İzmir. No branches shall be opened.
Purpose of the Association, the Subjects and Methods of Work to Be Pursued by the Association to Achieve This Purpose, and Its Field of Activity
Article 2-The Association has been established for the purposes of increasing public awareness of cardiovascular (CV) diseases among patients affected by cardiovascular diseases (CVD) and their relatives, and, to this end, organizing seminars, conferences, panels, symposia, congresses, talks, conventions, and forums;
ensuring the development of scientific and social cooperation among physicians from various specialties, nurses, and other healthcare personnel working in the field of CVD, and scientists working in fields related to cardiovascular diseases such as genetics, microbiology, biochemistry, device technology, and computer software; establishing working platforms in these fields; organizing, conducting, and/or ensuring the conduct of national and international clinical and preclinical studies in the field of cardiovascular diseases; providing financial and scientific support to persons and organizations conducting such studies; serving as a competent point of reference and a source of solidarity regarding all kinds of information and life experience that will make living with these diseases easier for patients diagnosed with any CV disease and their relatives; strengthening communication among these patients; bringing together and raising awareness among patients with rare CV diseases in particular and their relatives; and raising awareness of our diseases among our hospitals, our physicians, and society.
Subjects and Methods of Work to Be Pursued by the Association
· Conducting national and international clinical and preclinical studies in the field of cardiovascular diseases and providing the environment necessary for this purpose
· Providing a healthy working environment for conducting national and international clinical and preclinical studies in the field of cardiovascular diseases, and procuring all kinds of technical tools and equipment, fixtures, and stationery supplies
· Working to secure the financing necessary for conducting national and international clinical and preclinical studies in the field of cardiovascular diseases
· Following research and developments in the field of heart and vascular health, and encouraging studies and research carried out in our country on this subject
· Organizing national and international educational activities such as courses, seminars, conferences, and panels for those working in health-related and non-health-related fields concerned with cardiovascular diseases and their prevention
· Encouraging, guiding, and supporting clinical, epidemiological, and other scientific studies in the field of prevention, diagnosis, and treatment of cardiovascular diseases
· Procuring all kinds of information, documents, records, and publications necessary to achieve the purpose; establishing a documentation center; publishing work and information bulletins to be distributed to its members through electronic media and publications such as newspapers, magazines, and books in line with its purposes in order to publicize its work; and carrying out activities aimed at providing information and communication to members via the internet
· Organizing educational and instructive meetings for physicians, healthcare personnel, and employees working in the field of cardiovascular diseases, and for the public
· Informing patients suffering from heart and vascular diseases and risk factors and/or clinical conditions such as hypertension, diabetes, high cholesterol, heart failure, and arrhythmia, as well as their relatives, about these conditions
· Taking an active role in combating our disease groups; supporting and participating in the activities of persons, institutions, and organizations working on the prevention, detection, diagnosis, all forms of treatment, habilitation, rehabilitation, and management of these diseases and similar activities
· Carrying out work for the best interests of individuals with rare diseases, conducting activities based on cooperation with public institutions and organizations and the private sector, and ensuring the support and improvement of health and education services provided at the national level
· Organizing events such as dinner meetings, trips, social activities, thematic brainstorming meetings, camps, and recreational activities in order to develop a sense of solidarity among the Association's members, patients, and patients' relatives, to enable them to get to know one another, to contribute to their personal development, and to develop and maintain human relations,
· Supporting those conducting scientific research and other studies in the fields of the disease groups and rare diseases encompassed by the Association; sponsoring researchers and research; organizing competitions to encourage researchers; and granting scholarships and awards
· Purchasing, selling, leasing, and renting out movable and immovable property needed for the Association's activities, and establishing rights in rem on immovable property
· The Association engages in fundraising activities provided that the necessary permits are obtained, and accepts donations from within the country and abroad
· Cooperating with relevant organizations working on the same or similar subjects in Türkiye and abroad in accordance with Article 5 of the Law on Associations
· Establishing and operating economic enterprises, foundations, institutions, and commercial and industrial enterprises in all fields in order to secure the income the Association needs to achieve the purposes set out in its Bylaws
· Where deemed necessary to achieve the purpose, carrying out joint projects with public institutions and organizations on matters within their areas of responsibility, without prejudice to the provisions of Law No. 5072 on the Relations of Associations and Foundations with Public Institutions and Organizations
Field of Activity of the Association
The Association operates in the health and social fields in Türkiye and abroad.
· Associations operating in the field of health
· Associations for the Protection of Public and Individual Health
· Associations for Patient Rights and Solidarity
Right to Membership and Membership Procedures
Article 3– Every natural and legal person who has legal capacity to act, who adopts the purposes and principles of the Association and agrees to work in line with them, and who meets the conditions stipulated by the legislation has the right to become a member of this Association. However, foreign natural persons must also have the right of residence in Türkiye in order to become members. The Association has 2 types of members: Full and Honorary.
The full members of the Association are persons who have applied to the Board of Directors of the Association and have been admitted to membership by the Board of Directors. Patients and/or patients' relatives may also apply for membership of the Association's Board of Directors. A membership application made in writing to the Presidency of the Association shall be decided by the Board of Directors of the Association within thirty days at the latest, either by admission to membership or by rejection of the request, and the result shall be notified to the applicant in writing. A member whose application is accepted shall be recorded in the register kept for this purpose. Honorary members do not have the right to elect or be elected to the organs of the Association and do not pay membership dues. Honorary membership becomes final by a decision of the Board of Directors upon the proposal of a full member.
Those who have provided significant material and moral support to the Association may be accepted as honorary members by decision of the Board of Directors.
Withdrawal from Membership
Article 4– Every member has the right to withdraw from the Association, provided that notice is given in writing. Withdrawal procedures are deemed completed as soon as the member's letter of resignation reaches the Board of Directors. Withdrawal from membership does not terminate the member's accumulated debts to the Association.
Expulsion from Membership
Article 5-Circumstances requiring expulsion from membership of the Association:
· Acting in violation of the Bylaws of the Association,
· Engaging in conduct incompatible with the honor, dignity, and work of the Association,
· Failing to pay membership dues for a period of two years despite written warnings,
· Failing to comply with decisions taken by the organs of the Association.
· Having lost the conditions for membership in associations under the Law on Associations,
If any of the circumstances listed above is established, the member shall be expelled from membership by decision of the Board of Directors of the Association.
Those who withdraw or are expelled from the Association shall be removed from the membership register by the Board of Directors and may not claim any rights to the assets of the Association.
Organs of the Association
Article 6-The organs of the Association are shown below.
1-General Assembly,
2-Board of Directors,
3-Board of Auditors,
Duties and Powers of the Board of Directors:
· The Board of Directors consists of 7 full members. The elected full members shall divide the work among themselves and elect a president, a vice president, a secretary general, an accountant, and three members.
· President: Represents the Association in Türkiye and abroad. Ensures the implementation of the decisions of the Board of Directors. Chairs the meetings of the Board. Reviews and approves the income and expense accounts and documents of the Association together with the accountant.
· Vice President: Ensures coordination between the working bodies and the Board of Directors.
· Secretary General: Manages internal and external correspondence. Prepares the agendas of the Board of Directors and ensures that the necessary books and decisions are recorded and communicated.
· Accountant (Treasurer): Is responsible for the regular monitoring of expenditures and income and for the safekeeping of valuable documents.
· Member: Participates in the meetings of the Board of Directors with the right to vote. Members undertake the duties assigned by the Board of Directors.
Duties and Activities of Working Groups and Platforms:
· These are scientific committees established on matters deemed necessary by the Board of Directors of the Association in order to achieve the purposes set out in the Association's Bylaws, and they work under the Board of Directors. They are established by the Board of Directors of the Association.
· Members of our working groups and platforms are not required to be members of the Association.
· They encourage and organize research related to their subject; in particular, they organize and coordinate national or regional and multicenter research and, where possible, ensure the country's participation in international multinational, multicenter research; and for each study they prepare a detailed project and protocol in advance and submit it for the approval of the Board of Directors. The study project must comply with scientific and statistical norms and, particularly with regard to clinical studies, with ethical norms.
· They may not organize independent scientific meetings or congresses on their own, separately from the meetings of the Association.
· Their term of office runs parallel to that of the Board of Directors of the Association and is three years.
Formation of the General Assembly of the Association, Time of Meeting, and Procedures for Convening and Meeting
Article 7-The General Assembly is the highest decision-making body of the Association and consists of the members registered with the Association.
The General Assembly meets in ordinary session at the time specified in these Bylaws,
· It meets in extraordinary session within thirty days in cases deemed necessary by the Board of Directors or the Board of Auditors, or upon the written request of one fifth of the members of the Association.
The ordinary General Assembly meets once every 3 years, in October, on the day and at the place and time to be determined by the Board of Directors. The General Assembly is convened by the Board of Directors.
If the Board of Directors does not convene the General Assembly, the justice of the peace, upon the application of one of the members, shall appoint three members to convene the General Assembly.
Procedure for Convening
· The Board of Directors prepares a list of the members entitled to attend the General Assembly in accordance with the Bylaws of the Association. Members entitled to attend the General Assembly are invited to the meeting at least fifteen days in advance by announcing the day, time, place, and agenda in a newspaper or by notifying them in writing or by email. This invitation also specifies the day, time, and place at which the second meeting will be held if the meeting cannot be held due to lack of a quorum. The period between the first meeting and the second meeting may not be less than seven days or more than sixty days.
· If the meeting is postponed for a reason other than lack of a quorum, this shall be announced to the members, together with the reasons for the postponement, in accordance with the procedure used for convening the first meeting. The second meeting must be held within six months at the latest from the date of postponement. Members are invited again to the second meeting in accordance with the principles set out in the first paragraph.
· The General Assembly meeting may not be postponed more than once.
Meeting place
· The meeting shall be held at a venue to be determined by decision of the Board of Directors of the Association, within the boundaries of the province where the headquarters of the Association is located. In compulsory circumstances, it may also be held elsewhere by a unanimous decision of the Board of Directors of the Association.
Meeting Procedure
· The General Assembly meets with the participation of an absolute majority of the members entitled to attend, and, in the case of amendments to the Bylaws and dissolution of the Association, with the participation of two thirds of them; if the meeting is postponed due to lack of a quorum, no quorum is required at the second meeting. However, the number of members attending this meeting may not be less than twice the total number of members of the Board of Directors and the Board of Auditors.
· The list of members entitled to attend the General Assembly shall be kept available at the meeting place. The identity documents issued by official authorities of the members entering the meeting place shall be checked by the members of the Board of Directors or by officers to be appointed by the Board of Directors. Members enter the meeting place by signing next to their names on the list prepared by the Board of Directors.
· If the meeting quorum is reached, this shall be recorded in minutes, and the meeting shall be opened by the President of the Board of Directors or by one of the members of the Board of Directors whom the President appoints. If the meeting quorum is not reached, minutes shall also be drawn up by the Board of Directors.
· After the opening, a presiding committee is formed by electing a chair and a sufficient number of vice chairs and secretaries to conduct the meeting.
· In votes held for the election of the organs of the Association, members casting votes are required to show their identification to the presiding committee and to sign next to their names on the attendance list.
· The conduct and security of the meeting are the responsibility of the chair of the presiding committee.
· Only the items on the agenda are discussed at the General Assembly. However, matters that one tenth of the members present at the meeting request in writing to be discussed must be included on the agenda.
· Each member has one vote at the General Assembly; members must cast their votes in person. Honorary members may attend General Assembly meetings but may not vote. Where a legal entity is a member, the chair of the legal entity's board of directors or the person it appoints as its representative casts the vote
· The matters discussed and the decisions taken at the meeting are recorded in minutes, which are signed jointly by the chair of the presiding committee and the secretaries. At the end of the meeting, the minutes and other documents are delivered to the President of the Board of Directors. The President of the Board of Directors is responsible for safeguarding these documents and for delivering them to the newly elected Board of Directors within seven days.
Voting and Decision-Making Procedures and Methods of the General Assembly
Article 8-Unless decided otherwise at the General Assembly, the members of the Board of Directors and the Board of Auditors are elected by secret ballot, while decisions on other matters are made by open vote. Secret votes are votes collected by having members place papers or ballots sealed by the chair of the meeting into an empty container after marking them as required, and determined by an open count after voting has ended.
In open voting, the method specified by the chair of the General Assembly is applied.
General Assembly decisions are taken by an absolute majority of the members attending the meeting. However, decisions on amendments to the Bylaws and dissolution of the Association may only be taken by a two-thirds majority of the members attending the meeting.
Decisions Taken Without a Meeting or Without Notice
Decisions taken with the written participation of all members without meeting together, and decisions taken by all members of the Association meeting together without complying with the convening procedure set out in these Bylaws, are valid. Taking decisions in this way does not replace the ordinary meeting.
Duties and Powers of the General Assembly
The following matters are discussed and decided by the General Assembly.
· Election of the organs of the Association,
· Amendment of the Bylaws of the Association,
· Discussion of the reports of the Board of Directors and the Board of Auditors, and release of the Board of Directors,
· Discussion of the budget prepared by the Board of Directors and its adoption as is or with amendments,
· Authorizing the Board of Directors to purchase immovable property required for the Association or to sell existing immovable property,
· Reviewing the regulations to be prepared by the Board of Directors concerning the work of the Association and approving them as is or with amendments,
· Determining the remuneration and all kinds of allowances, travel expenses, and compensation to be paid to the presidents and members of the Board of Directors and the Board of Auditors of the Association who are not public servants, as well as the per diem and travel allowances to be paid to members assigned to Association services,
· Deciding on the Association joining or leaving a federation and authorizing the Board of Directors in this regard,
· The Association engaging in international activities, and joining or leaving associations and organizations abroad as a member,
· The Association establishing a foundation,
· Dissolution of the Association,
· Reviewing and deciding on other proposals of the Board of Directors,
· Fulfilling other duties specified in the legislation to be carried out by the General Assembly,
The General Assembly supervises the other organs of the Association and may remove them from office at any time for just cause.
The General Assembly makes the final decision on admission to and expulsion from membership. As the highest organ of the Association, it performs the tasks and exercises the powers that have not been assigned to another organ of the Association.
Formation, Duties, and Powers of the Board of Directors
Article 10– – The Board of Directors is elected by the General Assembly as seven full members and five alternate members. At its first meeting after the election, the Board of Directors divides the duties among its members and determines the president, the secretary general, the treasurer (accountant), and the members.
The Board of Directors may be convened at any time, provided that all members are notified. It meets with the presence of one more than half of the total number of members. Decisions are taken by an absolute majority of the total number of members attending the meeting.
In the event of a vacancy in the full membership of the Board of Directors due to resignation or other reasons, it is mandatory to call the alternate members to office in the order of the number of votes they received at the General Assembly. If necessary, by making a new allocation of duties, the position to which the new member will be appointed shall be determined by decision of the Board of Directors.
Members who wish to stand as candidates for the Board of Directors shall apply in writing to the Presidency of the Association with a petition stating their wish to be candidates one week before the scheduled date of the General Assembly.
Duties and Powers of the Board of Directors
The Board of Directors carries out the following matters.
· Representing the Association or authorizing one or more of its own members to do so,
· Carrying out transactions relating to income and expense accounts, and preparing the budget for the next period and submitting it to the General Assembly,
· Preparing regulations relating to the work of the Association and submitting them for the approval of the General Assembly
· With the authorization granted by the General Assembly, purchasing immovable property, selling movable and immovable property belonging to the Association, having buildings or facilities constructed, entering into lease agreements, and having pledges, mortgages, or rights in rem established in favor of the Association,
· Ensuring the opening of representative offices in places deemed necessary
· Implementing the decisions taken at the General Assembly,
· Preparing the Association's operating account statement or balance sheet and income statement, together with the Board of Directors' report, at the end of each year of activity
· Ensuring the preparation and implementation of the budget,
· Deciding on the admission of members to the Association or their expulsion from membership.
· Taking and implementing all kinds of decisions to achieve the purpose of the Association,
· Performing other duties and exercising other powers assigned to it by the legislation,
· Preparing plans and programs relating to the Association's scientific and social meetings and publications
· Determining the personnel to be employed by the Association and the remuneration to be paid to them
· Taking decisions on the expenses of the Association and collecting the income of the Association
· Where deemed necessary, upon the proposal of the President, appointing non-voting members from among members who have distinguished themselves in particular fields and/or have previously served on the Board of Directors; inviting these members to the Board of Directors when necessary to seek their opinions; and assigning them duties in the Association's fields of activity
Formation, Duties, and Powers of the Board of Auditors
Article 11-The Board of Auditors is elected by the General Assembly as three full members and three alternate members.
In the event of a vacancy in the full membership of the Board of Auditors due to resignation or other reasons, it is mandatory to call the alternate members to office in the order of the number of votes they received at the General Assembly.
Duties and Powers of the Board of Auditors
The Board of Auditors audits whether the Association operates in line with the purpose set out in its Bylaws and the subjects of work specified to be pursued to achieve that purpose, and whether the books, accounts, and records are kept in accordance with the legislation and the Bylaws of the Association, in accordance with the principles and procedures set out in the Bylaws of the Association and at intervals not exceeding one year, and submits the audit results in a report to the Board of Directors and, when it convenes, to the General Assembly.
The Board of Auditors convenes the General Assembly when necessary.
Sources of Income of the Association
Article 12-The sources of income of the Association are listed below.
· Membership Dues: An entrance fee of 30 TL and annual dues of 10 TL are collected from members. The General Assembly is authorized to increase or decrease these amounts.
· Donations and contributions made voluntarily to the Association by natural and legal persons.
· Income obtained from activities organized by the Association, such as tea and dinner meetings, trips and entertainment, performances, concerts, and conferences,
· Income obtained from the assets of the Association,
· Donations and contributions to be collected in accordance with the provisions of the legislation on fundraising.
· Earnings obtained from commercial activities undertaken by the Association in order to secure the income it needs to achieve its purpose.
· Other income.
· The cash assets of the Association are deposited in national banks in the name of the Association, or are kept in a bank safe in the name of the Association by purchasing investment funds, foreign currency, government bonds, or treasury bills.
Bookkeeping Principles and Procedures of the Association and the Books to Be Kept
Article 13-Bookkeeping principles:
· The Association keeps its books on the operating account basis. However, if the annual gross income exceeds the threshold specified in Article 31 of the Regulation on Associations, books are kept on the balance sheet basis starting from the following accounting period.
· If the balance sheet basis has been adopted and income falls below the threshold specified above for two consecutive accounting periods, the operating account basis may be resumed from the following year.
· Regardless of the threshold specified above, books may be kept on the balance sheet basis by decision of the Board of Directors.
· If the Association opens a commercial enterprise, separate books are kept for this commercial enterprise in accordance with the provisions of the Tax Procedure Law.
· Recording Procedure
· The books and records of the Association are kept in accordance with the procedures and principles specified in the Regulation on Associations.
Books to Be Kept
The following books are kept by the Association.
a)The books to be kept on the operating account basis and the principles to be followed are as follows:
· Decision Book: The decisions of the Board of Directors are entered in this book in order of date and number, and the decisions are signed by the members attending the meeting.
· Membership Register: The identity information of those joining the Association as members and their dates of joining and leaving the Association are entered in this book. The entrance fees and annual dues paid by members may be entered in this book.
· Document Register: Incoming and outgoing documents are recorded in this book with their date and serial number. The originals of incoming documents and copies of outgoing documents are filed. Documents received or sent by email are kept by printing them out.
· Operating Account Book: Income received and expenses incurred on behalf of the Association are entered clearly and regularly in this book.
· Receipt Register: The series and serial numbers of receipts, the names, surnames, and signatures of those who receive and return these documents, and the dates on which they received and returned them are entered in this book.
· Fixed Assets Register: The date and manner of acquisition of the fixed assets belonging to the Association, the places where they are used or to which they are given, and the removal from the records of those that have completed their useful life are entered in this book.
Keeping the Receipt Register and the Fixed Assets Register is not mandatory.
b)The books to be kept on the balance sheet basis and the principles to be followed are as follows:
· The books listed in sub-items 1, 2, and 3 of item (a) are also kept when books are kept on the balance sheet basis.
· Journal and General Ledger: The procedure for keeping these books and the manner of recording are in accordance with the Tax Procedure Law and the principles of the General Communiqués on the Implementation of the Accounting System issued under the authority granted to the Ministry of Finance by this Law.
Certification of Books
· The books that the Association is required to keep (except for the General Ledger) are certified by the provincial directorate of associations or by a notary public before they are put into use. These books continue to be used until their pages are filled, and no interim certification of the books is performed. However, the Journal kept on the balance sheet basis must be re-certified every year in the last month preceding the year in which it will be used.
· Preparation of the Income Statement and Balance Sheet
· If records are kept on the operating account basis, an “Operating Account Statement” (specified in ANNEX-16 of the Regulation on Associations) is prepared at the end of the year (December 31). If books are kept on the balance sheet basis, a balance sheet and income statement are prepared at the end of the year (December 31) on the basis of the General Communiqués on the Implementation of the Accounting System published by the Ministry of Finance.
Income and Expense Transactions of the Association
Article 14-Income and expense documents:
· The income of the Association is collected with a “Receipt” (a sample of which is provided in ANNEX-17 of the Regulation on Associations). If the income of the Association is collected through banks, documents issued by the bank, such as a bank receipt or account statement, replace the receipt.
· The expenses of the Association are made with expenditure documents such as invoices, retail sales receipts, and self-employment receipts. However, for the Association's payments falling within the scope of Article 94 of the Income Tax Law, an expense voucher in accordance with the provisions of the Tax Procedure Law is used, and for payments not falling within this scope, documents such as an “Expense Receipt” (a sample of which is provided in ANNEX-13 of the Regulation on Associations) or a “Bank Receipt” are used as expenditure documents.
· Free-of-charge deliveries of goods and services made by the Association to persons, institutions, or organizations are made with an “In-Kind Aid Delivery Document” (a sample of which is provided in ANNEX-14 of the Regulation on Associations). Free-of-charge deliveries of goods and services made to the Association by persons, institutions, or organizations are accepted with an “In-Kind Donation Receipt” (a sample of which is provided in ANNEX-15 of the Regulation on Associations).
· These documents are printed in the format and size shown in Annex-13, Annex-14, and Annex-15, bearing consecutive series and serial numbers, as volumes consisting of fifty self-carbon original sheets and fifty stub sheets, or as forms or continuous forms to be printed by means of electronic systems and typewriters. Documents to be printed as forms or continuous forms must have the specified characteristics.
Receipts
The “Receipts” to be used in collecting the income of the Association (in the format and size shown in ANNEX-17 of the Regulation on Associations) are printed by a printing house by decision of the Board of Directors.
With regard to the printing and checking of receipts, their collection from the printing house, their entry in the books, their handover between the outgoing and incoming treasurers, and the use of these receipts and the delivery of the collected income by the person or persons who will collect income on behalf of the Association with receipts, action shall be taken in accordance with the relevant provisions of the Regulation on Associations.
Certificate of Authority
Except for the full members of the Board of Directors, the person or persons who will collect income on behalf of the Association are determined by decision of the Board of Directors, with the term of authority also specified. A “Certificate of Authority” (included in Annex-19 of the Regulation on Associations) containing the full identity, signature, and photographs of the persons who will collect income is issued by the Association in two copies and approved by the President of the Board of Directors of the Association. Full members of the Board of Directors may collect income without a certificate of authority.
The term of certificates of authority is determined by the Board of Directors as one year at most. Expired certificates of authority are renewed in accordance with the first paragraph. In cases such as the expiry of the term of the certificate of authority, or the resignation, death, or termination of employment or duty of the person in whose name the certificate of authority has been issued, the certificates of authority issued must be returned to the Board of Directors of the Association within one week. In addition, the authority to collect income may be revoked at any time by decision of the Board of Directors.”
Retention Period of Income and Expense Documents;
Excluding the books, receipts, expenditure documents, and other documents used by the Association are retained for 5 years in accordance with the order of number and date in the books in which they are recorded, without prejudice to the periods specified in special laws.
Submission of Declarations
Article 15-The “Association Declaration” (provided in ANNEX-21 of the Regulation on Associations) concerning the Association's activities for the previous year and the year-end results of its income and expense transactions is completed by the Board of Directors of the Association and submitted by the President of the Association to the local chief administrative authority within the first four months of each calendar year.
Notification Obligation
Article 16-Notifications to be made to the chief administrative authority:
General Assembly Results Notification
Within thirty days following ordinary or extraordinary General Assembly meetings, the “General Assembly Results Notification” (provided in ANNEX-3 of the Regulation on Associations), including the full and alternate members elected to the Board of Directors, the Board of Auditors, and other organs, and its annexes are notified to the chief administrative authority by the President of the Board of Directors:
The following are attached to the General Assembly results notification:
· A copy of the minutes of the General Assembly meeting signed by the chair of the presiding committee, the vice chairs, and the secretary,
· If the Bylaws have been amended, the new and old versions of the amended articles of the Bylaws and a copy of the final version of the Bylaws of the Association, each page of which has been signed by the Board of Directors.
Notification of Immovable Property
Immovable property acquired by the Association is notified to the chief administrative authority within thirty days of its registration in the land registry by completing the “Immovable Property Notification” (provided in ANNEX-26 of the Regulation on Associations).
Notification of Receiving Aid from Abroad
If the Association is to receive aid from abroad, before receiving the aid, it completes the “Notification of Receiving Aid from Abroad” (specified in ANNEX-4 of the Regulation on Associations) in two copies and submits the notification to the chief administrative authority.
A copy of the Board of Directors' decision on receiving aid from abroad, any protocol, contract, and similar documents prepared on this matter, and a copy of the bank receipt, statement, and similar document relating to the account to which the aid has been transferred are also attached to the notification form.
It is mandatory that cash aid be received through banks and that the notification requirement be fulfilled before it is used.
Notification Concerning Joint Projects Carried Out with Public Institutions and Organizations
With regard to joint projects carried out by the Association with public institutions and organizations on matters within the Association's area of responsibility, a copy of the protocol and the project is attached to the “Project Notification” (shown in ANNEX-23 of the Regulation on Associations) and submitted to the governorship of the place where the headquarters of the Association is located within one month following the date of the protocol.
Notification of Changes
A change in the Association's place of residence is notified to the chief administrative authority within thirty days following the change by completing the “Notification of Change of Place of Residence” (specified in ANNEX-24 of the Regulation on Associations), and changes in the organs of the Association other than at a General Assembly meeting are notified by completing the “Notification of Changes in the Organs of the Association” (specified in ANNEX-25 of the Regulation on Associations).
Amendments made to the Bylaws of the Association are also notified to the chief administrative authority as an annex to the General Assembly results notification within thirty days following the General Assembly meeting at which the amendment to the Bylaws was made.
Opening a Representative Office
Article 17-The Association may, by decision of the Board of Directors, open representative offices in places it deems necessary in order to carry out the activities of the Association. The address of the representative office is notified in writing to the chief administrative authority of that place by the person or persons appointed as representatives by decision of the Board of Directors. The representative office is not represented at the General Assembly of the Association.
Internal Audit of the Association
Article 18-Internal audits of the Association may be carried out by the General Assembly, the Board of Directors, or the Board of Auditors, and audits may also be commissioned from 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 obligation of the Board of Auditors.
The Association is audited by the Board of Auditors at least once a year. The General Assembly or the Board of Directors may carry out audits or commission audits from independent audit firms when deemed necessary.
Borrowing Procedures of the Association
Article 19-The Association may borrow by decision of the Board of Directors if needed to achieve its purpose and carry out its activities. This borrowing may take the form of purchasing goods and services on credit, or may be made in cash. However, such borrowing may not be made in amounts that cannot be covered by the Association's sources of income or in a manner that would cause the Association financial difficulty in making payments.
How the Bylaws Are to Be Amended
Article 20-The Bylaws may be amended by decision of the General Assembly.
For the Bylaws to be amended at the General Assembly, a 2/3 majority of the members entitled to attend the General Assembly is required. If the meeting is postponed due to lack of a quorum, no quorum is required at the second meeting. However, the number of members attending this meeting may not be less than twice the total number of members of the Board of Directors and the Board of Auditors.
The majority required for a decision to amend the Bylaws is 2/3 of the votes of the members attending the meeting and entitled to vote. Voting on amendments to the Bylaws at the General Assembly is conducted openly.
Dissolution of the Association and Liquidation of Its Assets
Article 21-The General Assembly may decide to dissolve the Association at any time.
For the matter of dissolution to be discussed at the General Assembly, a 2/3 majority of the members entitled to attend the General Assembly is required. If the meeting is postponed due to lack of a quorum, no quorum is required at the second meeting. However, the number of members attending this meeting may not be less than twice the total number of members of the Board of Directors and the Board of Auditors.
The majority required for a decision to dissolve is 2/3 of the votes of the members attending the meeting and entitled to vote. Voting on the decision to dissolve at the General Assembly is conducted openly.
Liquidation Procedures
· When a decision to dissolve is taken by the General Assembly, the liquidation of the Association's money, property, and rights is carried out by a liquidation committee consisting of the last members of the Board of Directors. These procedures begin from the date on which the General Assembly decision on dissolution is taken or the date on which automatic termination becomes final. During the liquidation period, the phrase “Kalp Damar Hastalıklarla Mücadele ve Farkındalık Derneği in Liquidation” is used in the name of the Association in all transactions.
· The liquidation committee is charged with and authorized to complete the liquidation of the Association's money, property, and rights from beginning to end in accordance with the legislation. This committee first examines the accounts of the Association. During the examination, the books, receipts, expenditure documents, land registry and bank records, and other documents of the Association are identified, and its assets and liabilities are recorded in minutes. During the liquidation procedures, a call is made to the creditors of the Association, and any property is converted into money and paid to the creditors. If the Association is a creditor, its receivables are collected. After the receivables are collected and the debts are paid, all remaining money, property, and rights are transferred to the place determined by the General Assembly. If the place of transfer has not been determined by the General Assembly, they are transferred to the association in the province where the Association is located whose purpose is closest to that of the Association and which has the largest number of members on the date of dissolution.
· All transactions relating to liquidation are shown in the liquidation minutes, and liquidation procedures are completed within three months, excluding additional periods granted by chief administrative authorities on the basis of just cause.
· Following the completion of the liquidation and transfer of the Association's money, property, and rights, the liquidation committee must notify the chief administrative authority of the place where the headquarters of the Association is located in writing within seven days, and the liquidation minutes must be attached to this letter.
· The last members of the Board of Directors, in their capacity as the liquidation committee, are responsible for keeping the books and documents of the Association. This duty may also be assigned to one member of the Board of Directors. The retention period for these books and documents is five years.
Absence of Provisions
Article 22-In matters not specified in these Bylaws, the provisions concerning associations of the Law on Associations, the Turkish Civil Code, the Regulation on Associations issued with reference to these Laws, and other relevant legislation shall apply.
Members of the Board of Directors:
Name and Surname, Position
- Prof. Dr. Oktay Ergene, Chair of the Board of Directors
- Ali Deligöz, Vice Chair
- Specialist Dr. Hatice Özdamar, Secretary General
- Specialist Dr. Hatice Solmaz, Deputy Secretary
- Asli Girit, Treasurer
- İkram Özdemir, Full Member
- İhsan Mencik, Full Member
These Bylaws consist of 22 (twenty-two) articles.