TAEG STATUTE

THE CHARTER OF TURKISH ASSOCIATION OF ECONOMIC GEOLOGISTS

17 January 2015

Name and Head-Office of the Association

Article 1 -  An association which is entitledTurkish Association of Economic Geologist was founded on the date of 01 November 2011. Head-office of the Association is located in Ankara. Acronym of the Association is “TAEG”. Emblem of the Association is shown below.                                

Purposes of the Association, Subjects, Types and Scope of Activities to be carried out by the Association to achieve those Purposes, and Fields of Activity

Article 2 - The Association has been established for the following purposes:

- To advance scientific branches that are based on mining (metallic minerals, industrial raw materials, natural stones, ornamental stones, gemstones, solid fossil fuels, radioactive minerals) geology in Turkey, and to bring together geologists (geological engineers) working on these subjects,

- To encourage technological improvements and advancements based on geological science in exploration, development, operation and post-operation phases of mining activity,

- To study the problems, difficulties and remedial solutions thereof with regard to activities involving mining geology/economic geology and communicate the same to relevant institutions and organizations,

- To make contribution to the performance, improvement and development of mining activities paying regard and sensitive to the environment and human health in our country,

- To make contribution to efforts involving enlightenment of the sector and the public about the effects of mining activities on economic and social development, and to help endeavours aimed at raising their level of awareness in those regards,  

- To imbue all members of the Association with the spirit of scientific research and inquiry,

- To keep its members informed of novelties and innovations related to mining geology/economic geology and other relevant sciences,

- With a view to protecting and defending legal rights, interests and benefits of its members, to submit necessary applications to administrative departments and to file lawsuits before judicial and administrative jurisdictional authorities,

- To create and maintain professional rules and ethical values that would apply to its members in respect of their relationships with each other,

- To present written and verbal opinions, comments and remarks during preparation of regulations and other legislations aimed at laying down rules respecting training and duties of its members who work in the field of mineral exploration and mine operating activities, and

- To make all possible efforts to ensure that economic geologists specialize in their respective fields of study and work.       

Subjects, Types and Scope of Activities to be carried out by the Association to achieve foregoing Purposes

1. To conduct research and studies in order to improve and develop the activities and render them more effective and efficient,  

2. To organize training activities such as courses, seminars, conferences, symposia, workshops, congress meetings and panels,

3. With a view to realizing afore-mentioned purposes, to prepare, supply, provide, and ensure the publishing of all kinds of printed or visual materials, documents, information, data and publication materials in press and media organs, to establish a documentation centre, to have all kinds of publications and bulletins issued or published by use of written and visual means in an effort to announce its activities in pursuance with purposes of the Association, and to distribute such publications and bulletins to its members,

4. To provide a healthy working environment allowing the realization of afore-mentioned purposes, to supply all kinds of technical equipment, instruments, tools, fixtures, inventory items and stationery materials to that effect,

5. To engage in fund raising events for charity purposes and accept donations from domestic and foreign sources, providing necessary permissions are received beforehand,

6. To establish and operate economic, commercial and industrial enterprises with a view to generating revenues that are needed for realization of the purposes set forth in this Charter,

7. To open clubhouses, establish social and cultural facilities, and furnish the same, so that the members of the Association may benefit from these houses and facilities to meet their social and cultural needs during their leisure time,

8. With a view to developing and maintaining social relations among its members, to organize luncheons, dinner parties, concerts, ballroom dancing events, theatre shows, exhibitions, sports events, excursions, entertaining activities, and other recreational events, or to ensure its members make use of this kind of events and activities,

9. To purchase, sell, hire on, or hire out movable and immovable property that are needed for activities of the Association, and to institute real rights on such property,

10. Where it is deemed necessary for realization of the purposes, to establish foundations, federations, or join an existing federation, and to set up facilities that require obtainment of prior permission, on the condition of receiving such permission beforehand,

11. To engage in international activities, to be a member to associations, societies or organizations that are located abroad, and to conduct joint activities, collaborate or cooperate with such associations, societies and organizations on the basis of projects and training efforts,

12. Where it is deemed necessary for realization of the purposes, to carry out joint projects with public agencies and institutions on subjects that fall within the scope of activity areas of the Association, without prejudice to the provisions of the Law No. 5072 on Relations of Public Institutions with Associations and Foundations,

13. To establish a fund with a view to meeting its members’ needs for essential consumption items such as food, clothing, etc., other goods and services, and also for short-term loans,

14. To open branch offices and representative agencies at places deemed necessary for the conduct of activities of the Association, and

15. To establish platforms in collaboration with other associations or foundations, trade unions and similar NGOs with a view to realizing a common objective, in areas which are relevant to the purposes of the Association and that are not prohibited by law.

Fields of Activity

The Association carries out its activities in scientific, technical and social fields.

Right to Membership in the Association and Membership Procedures

Article 3 - From among geological engineers having legal capacity and agreeing to work in line with the purposes and principles of the Association, who have previously worked in the field of mining geology/economic geology (within the meaning of Article 2) in private or public sector or who have currently been working in the relevant industry or who have completed higher education in the pertinent field,

- Those whose application for membership has been accepted by the Board of Directors, and the founders of the Association, are full members of the Association.

- Geologists and/or geological engineers of Turkish or foreign nationality, who satisfy the conditions laid down in pertinent legislations, are entitled to file an application to the Association for membership.

- However, so that foreign natural persons may be a member to the Association, they should hold a residence permit in Turkey.

- Persons who have made significant financial or moral contributions to the Association may be conferred the Honorary Membership position by the decision of the Board of Directors. Likewise, persons working in other fields of geology but interested in mining geology/economic geology may be conferred the Complimentary Membership position by the decision of the Board of Directors. Foreign natural persons who are to be conferred the title of Honorary Member or Complimentary Member are not required to reside in Turkey.

Geological Engineering students are entitled to file an application to the Association for membership and may become a member by the decision of the Board of Directors. Member students are exempt from admission and yearly contribution fees. Member students may, upon completing their higher education, be a full member of the Association by respective decision of the Board of Directors.

Application for Membership

Based on respective proposal of two full members one of whom must be a member of the Board of Directors or the Supervisory Committee, application for membership is filed to the office of BOD Chairman by duly filling out, endorsing and/or signing a printed version of the membership application form or a softcopy of same which is available on the website of the Association. Such application is evaluated in consideration of relevant legislations and article two of this Charter whereupon pertinent decision is made by the Board of Directors within no later than thirty days in the direction of either admission to membership or rejection of application. Such decision, whether positive or negative, is notified to the applicant in writing via mail.

General Assembly which is the highest decision-making body of the Association consists of all registered members who satisfy the conditions laid down hereunder.

- Complimentary (honorary) members of the Association may participate in the General Assembly and address the audience. However, they are not entitled to vote in the General Assembly nor may they be a candidate for any post in organs of the Association.     

Withdrawal from Membership

Article 4 - Memberhip terminates upon death of the member or in the event of his/her application for resignation. Any member filing at any time a written petition to the office of BOD Chairman, advising his/her withdrawal from membership, is deemed to have resigned. Members who have applied for resignation are required to pay their outstanding contribution fees and other membership dues accruing until the date of withdrawal. Resigning members shall not be repaid any fees, contributions, etc. payments they have made for the periods during which they were a member of the Association.

Removal from Membership

Article 5 - Conditions requiring dismissal of membership are as follows:

1. Acting contrary to the provisions of this Charter,

2. Evading constantly the performance of duties entrusted to him/her,

3. Failing to pay membership dues within 2 years despite warnings served in writing,

4. Failing to abide by the decisions taken by organs of the Association,

5. Losing membership eligibility qualities,

6. Approval by the Board of Directors of the Ethics and Disciplinary Committee’s recommendation for dismissal,

7. In the event any verdict of conviction has been rendered about a member by any local or foreign court, such verdict is evaluated by the Ethics and Disciplinary Committee. Based on the result of such evaluation, the decision as to whether the member in question would be removed from membership is taken by the Board of Directors.

If any of the foregoing conditions is found to exist, the member concerned is removed from membership by the decision of the Board of Directors. Dismissal does not relieve the dismissed member of the obligation to pay his/ her accumulated debts to the Association.

Members voluntarily withdrawn or dismissed from the Association are deleted from membership registration book and may stake out no claims on any assets of the Association.

Organs of the Association

Article 6 - Organs of the Association are as follows.

1. General Assembly,

2. Board of Directors,

3. Supervisory Committee, and

4. Ethics and Disciplinary Committee.

Manner and Time of Holding General Assembly Meetings, Invitation and Meeting Procedures

Article 7 -

General assembly convenes:

1. Ordinarily at the time set forth in this Charter,

2. Extraordinarily within thirty days from the date of invitation in cases where such meeting is deemed necessary by the Board of Directors or the Supervisory Committee, or upon written request of at least one fifth of the members.

Ordinary general assembly meets once in every 3 (three) years, within the month of January, at a date, time and venue to be determined by the board of directors.

Calling a meeting of the general assembly is the duty of the board of directors.

Where the Board of Directors fails to call a meeting of the General Assembly, a Justice of the Peace (JP) shall, upon pertinent application of a member, entrust three members of the Association with the duty to call such meeting.

Invitation Procedure

Board of Directors shall issue a list of members who are qualified to attend the general assembly according to the Charter of the Association. Members who are entitled to participate in the general assembly are invited to the said meeting by announcing its date, time, venue and agenda in a newspaper or via mail or electronic mail at least fifteen days in advance of the meeting. This invitation also specifies the date, time and venue of the second meeting if original meeting cannot be held due to absence of majority. The period to elapse between the scheduled first and second meetings may not be shorter than seven or longer than sixty days.

If the general assembly is postponed because of a reason other than absence of majority, such circumstance is communicated to the members in accordance with the method of invitation that was applicable for the original meeting, along with indication of the reason for such postponement. The second meeting should necessarily be held within no later than six months from the date of postponement. Members are invited to the second meeting pursuant to the procedure laid down in the first paragraph above.

General assembly meetings may not be postponed more than once.

Meeting Procedure

General assembly convenes with the attendance of simple majority of qualified members and, where the agenda involves an amendment to the Charter or termination of the Association, with the attendance of two-thirds majority of qualified members. In the event the meeting is postponed on account of absence of majority, no majority is sought in the second meeting. However, the number of members attending the second meeting may not be less than twice the total number of the members of board of directors and supervisory committee.

The list of members who are entitled to attend the general assembly is made available at the meeting venue. Official identity certificates of members who would enter the meeting place to attend the general assembly are checked by the members of board of directors or by officials to be designated by the board of directors for that purpose. Members should, before entering the meeting place, put their signatures next to their names appearing in the list issued by the board of directors.

If necessary meeting quorum is present, such circumstance shall be determined through a record whereupon the general assembly meeting would be opened by the chairman of the board of directors or by a member of the board who is to be assigned by the chairman. Where the meeting quorum is not attained, such circumstance too shall be determined through a record which is to be issued by the board of directors.

Following the opening of the general assembly, a meeting chairman who would chair the general assembly and a sufficient number of deputy chairmen and meeting secretaries are elected to form the meeting council.   

During ballots to be held for election of organs of the Association, voting members are required to present their identity certificates to the meeting council and put their signatures next to their names appearing in the list of attendees.

Meeting chairman is in charge of chairing the general assembly and providing the security of the meeting.

Only the items of the agenda are discussed during the general assembly. However, if one tenth of the members attending the general assembly files a written application for holding discussions on subjects which were not originally on the agenda, such subjects should necessarily be put on the agenda of the general assembly.

Each member has one vote in the general assembly. Members are required to vote in person.  

Subjects discussed and decisions taken during the general assembly are written down in the form of the minutes of meeting, which minutes are jointly signed by the meeting chairman and secretaries. In the end of the meeting, the minutes and other relevant documents are delivered to the chairman of the board of directors. BOD chairman is responsible for maintaining subject documentation and delivering the same to the newly elected board of directors within no later than seven days.

If the number of BOD members falls below one half of the total number of members due to resignation of some BOD members, the General Assembly is invited to convene within one month by the remaining members of the Board of Directors or by the Supervisory Committee.    

Voting and Decision-Making Procedures in the General Assembly

Article 8 - Unless decided otherwise, election of members of the board of directors and the supervisory committee as well as resolutions on other subjects are voted by open ballot method during the general assembly. In cases where a decision has been made to apply secret ballot method, voting members use ballot papers that have been sealed by the meeting chairman, which ballot papers are then put into an empty container by each member casting his/her vote. Following the completion of voting, votes cast are collected, counted openly, and the result is announced accordingly.

In the case of open ballot, the method to be determined by the chairman of general assembly shall be applied.

Resolutions in the general assembly are taken by simple majority vote of the attending members. On the other hand, decisions involving an amendment to the Charter or termination of the Association may be taken only by two-thirds majority vote of the members who have attended the meeting.

Resolutions Taken without Holding a Meeting or without Application of Invitation Procedure

Resolutions taken with written participation of all members without coming together as well as decisions made by all members in a meeting that was held without abiding by the invitation procedure laid down herein are considered valid. However, decision-making in the manner described above shall not substitute for an ordinary general assembly meeting.

Duties and Powers of the General Assembly

Article 9- The following matters shall be discussed and decided upon in the general assembly .   

1. Electing the organs of the Association,

2. Amending the Charter of the Association,

3. Holding discussions on activity reports of the board of directors and the supervisory committee, and acquitting the board of directors,

4. Holding discussions on the budget prepared by the board of directors and adopting such budget with or without any change,

5. Authorizing the board of directors for purchase of immovable property needed by the Association or for sale of existing real estates,

6. Reviewing the regulations to be issued by the board of directors in relation to activities of the Association and approving such regulations with or without any change,

7. Approving the BOD’s decision for dismissal of the members about whom the Ethics and Disciplinary Committee has made a respective recommendation as well as the members who have failed to pay their membership dues for two whole years,

8. Authorizing the Board of Directors to initiate and follow forced execution proceedings about outstanding debts of members who have voluntarily withdrawn or have been removed from membership,

9. Determining the amounts of remuneration and all kinds of pays, travel allowances and compensations payable to the chairmen and members of the board of directors and the supervisory committee who are not civil servants as well as the amounts of per diems and travel allowances payable to members who are to be commissioned for performing certain services of the Association,

10. Deciding on the Association’s joining or quitting a federation,

11. Deciding on the Association’s involving in international activities and joining or quitting associations, societies and organizations located abroad,

12. Deciding on the Association’s opening branch offices and establishing economic enterprises; and authorizing the Board of Directors to conduct necessary formalities and procedures with regard to opening of the branch office or establishment of the economic enterprise in question,

13. Deciding on the Association’s establishing foundations,

14. Deciding on termination or dissolution of the Association,

15. Deciding on any other proposals of the Board of Directors,

16. Performing any other duties entrusted to the general assembly by law, and

17. Determining the amounts of admission and yearly contribution fees.

General assembly is entitled to supervise other bodies of the Association and may at any time dismiss such organs for justifiable reasons.

General assembly is the ultimate decision-making authority in respect of admission to and removal from membership. In the capacity of highest authorized organ of the Association, general assembly fulfils tasks and exercises powers not entrusted to any other bodies of the Association.

Composition, Duties and Powers of the Board of Directors

Article 10 - Board of Directors which is composed of nine principal and nine substitute members is elected by the general assembly.

Board of Directors, during its initial meeting following the election, takes a decision on division of duties thereby designating the Chairman, Deputy Chairman, Secretary, Treasurer, Vocational Training director, Coordinator director, Social Events and Activities director, and other BOD members.  

A meeting of the board of directors may be called at any time provided that all BOD members are notified of such meeting in advance. Apart from that, BOD meetings are held on regular basis at least once a month and/or on dates to be set by the Board of Directors. To hold a BOD meeting, at least five (5) members must be present. Decisions are taken by simple majority of the total number of members attending the meeting. However, in the case of subjects specified in paragraphs 4, 10, 13 and 14 hereunder which fall within the scope of duties and powers of the Board of Directors that are listed below, respective decision requires unanimous vote.  

Members who fail to attend five (5) meetings of the Board of Directors in one year without a valid excuse shall lose their BOD membership position.

In the event any vacancy occurs in principal membership positions in the board of directors due to resignation or other reasons, it is obligatory to fill such vacancy by assigning a respective number of substitute members as principal members according to a sequence starting from the highest number of votes cast for such members during the election held in the General Assembly. In promotion from substitute membership to the vacated principal membership positions in the Board of Directors, where an equal number of votes has been cast for two or more substitute members during the election, names written on upper lines of the election list shall be given priority.

Duties and Powers of the Board of Directors

Board of directors fulfils the following tasks:

1. Representing the Association or authorizing one or more members of the board of directors in that regard,

2. Carrying out necessary transactions and operations in respect of income and expenditure accounts of the Association, preparing the budget for the coming period and submitting such budget to the general assembly for approval,

3. Issuing regulations concerned with activities of the Association and submitting such regulations to the general assembly for approval,

4. Based on authorisation granted by the general assembly, buying immovable property, selling movable and immovable property belonging to the Association, having buildings or facilities constructed, entering into rental agreements, instituting liens, mortgage, pledge or real rights in favour of the Association, signing employment contracts with office employees,

5. Ensuring the opening of representative agencies at places deemed necessary and also ensuring the opening of branch offices decided by the general assembly,

6. Ensuring the supervision of the Association’s branch offices,

7. Implementing the decisions taken by the general assembly,

8. In the end of each activity year, drawing up the Association’s operating account statement or balance sheet and income statement as well as the BOD activity report, and submitting the same to the general assembly when it meets,

9. Ensuring the implementation of the budget,

10. Making decisions as to admission of new members to or dismissal of existing members from the Association,

11. Taking and implementing all kinds of resolutions with a view to realizing the purposes of the Association,

12. Performing any other duties and exercising authorities entrusted to the board of directors by law,

13. Holding discussions on Ethics and Disciplinary Committee’s recommendation and making a decision thereon,

14. Managing, directing and supervising the activities and operations of the Association’s economic enterprise.

Composition, Duties and Powers of the Supervisory Committee

Article 11- Supervisory Committee which is composed of three principal and three substitute members is elected by the general assembly. The committee, during its initial meeting, elects a person from among its principal members as the Chairman of Supervisory Committee.

In the event that any vacancy occurs in principal membership positions in the supervisory committee due to resignation or other reasons, it is obligatory to fill such vacancy by assigning a respective number of substitute members as principal members according to a sequence starting from the highest number of votes cast for such members during the election held in the general assembly.

Duties and Powers of the Supervisory Committee

Supervisory committee supervises and inspects, in accordance with rules and procedures laid down in this Charter and at intervals not longer than a year, whether the Association has been working in line with the purposes set forth herein and pursuant to the subjects of activity undertaken with a view to achieving such purposes, and whether the books, accounts and records of the Association are being kept and maintained in compliance with pertinent legislations and this Charter. Supervisory committee presents the results of such supervision and inspection in the form of a report to the board of directors and also to the general assembly when it meets.

Supervisory committee is entitled to call a meeting of the general assembly when deemed necessary.

Duties and Powers of the Ethics and Disciplinary Committee

Article 12 – Ethics and Disciplinary Committee is composed of three principal and three substitute members who are elected by the General Assembly from among candidates nominated by the Board of Directors. In order to be elected a member of the Ethics and Disciplinary Committee, candidates must, in addition to satisfying the conditions laid down in the Charter with respect to full membership, have at least 20 years of professional experience in the field of mining geology/economic geology, a good reputation and a proven track record of accomplishment in his/her field of studies. The committee, during its initial meeting, elects a person from among its principal members as the Chairman of Ethics and Disciplinary Committee. Ethics and Disciplinary Committee performs the duties that are set forth in its internal regulations.

Ethics and Disciplinary Committee which convenes upon respective invitation of the Board of Directors is obliged to complete the tasks entrusted to it by the BOD, within no later than three months. Ethics and Disciplinary Committee’s recommendations about any delinquent members, such as raising concern, warning, temporary suspension of membership or dismissal from the Association, are submitted to the Board of Directors. Final decision respecting those recommendations is made by the Board of Directors.

Revenue Sources of the Association

Article 13 - Revenue sources of the Association are as follows.

1. Membership Dues: Members are required to pay an admission fee and a monthly contribution fee. General Assembly is empowered to increase or decrease the amounts of such fees. Admission fee plus initial contribution fee accruing for the period from the date of acceptance of membership by the Board of Directors until the end of particular year are collected in advance. Contribution fees of members who apply to the Board of Directors through a petition stating that they have lost their job shall be frozen for one year at most by the decision of the BOD. However, a decision may be taken by the Board of Directors for extension of this term.

2. Donations and grants voluntarily made by natural persons and corporate entities,

3. In-kind and cash contributions from any individuals, institutions and organizations located or resident abroad, providing such contributions are notified to the civil authority of the locality beforehand,

4. Income generated as a result of scientific and technical activities and events such as seminars, symposia, workshops, conferences, etc. as well as social events and other activities such as tea parties, luncheons, dinner parties, excursions, entertaining activities, shows, concerts, sports competitions, etc. which are organized by the Association,

5. Income generated from assets of the Association,

6. Donations, grants and contributions to be collected in accordance with the provisions of legislations on fund raising and charity collection,

7. Revenues derived from commercial activities which the Association has been engaged in so as to generate the income that is needed for the realization of its purposes, or revenues generated as a result of the operations of the Association’s economic enterprises, and

8. Other income.       

Bookkeeping Rules and Procedures of the Association, Books and Records to Be Kept

Article 14- Bookkeeping rules and procedures are as follows.

The Association’s bookkeeping system is based on operation account method. However, in the event yearly gross income exceeds the limit set forth in article 31 of the Regulation on Associations, books are kept on the basis of balance sheet method starting from next accounting period.

In cases where a transition to balance sheet method has occurred, if yearly gross income appears to be below the afore-mentioned limit for two consecutive accounting periods, operation account method may be re-adopted starting from next fiscal year.

Board of directors may, without considering the limit specified above, take a decision for keeping the books of the Association on the basis of balance sheet method at all times.

In case the Association establishes any commercial enterprise, such enterprise shall be subject to bookkeeping obligations according to the provisions of Tax Procedure Law.

Bookkeeping Procedure

Books and records of the Association shall be kept in pursuance with rules, procedures and methods laid down in the Regulation on Associations.

Books and Records to Be Kept

The Association is required to keep all necessary records and books set forth in pertinent laws and regulations. It is obligatory for the Association to have subject books certified by the Provincial Directorate of Associations or notarized by a notary public.  

Certification or Notarization of Books

Before using the books which must be kept by the Association as a legal requirement, the Association is obliged to have such books certified by the provincial directorate of associations or notarized by a notary public. These books are continued to be utilized until their all pages have been used. No renewal of certification or notarization on yearly basis is necessary in the case of subject books. However, where books are kept on the basis of balance sheet method or in the case of books consisting of cut-form or continuous-form pages, it is obligatory that such books are recertified or re-notarized every year on the condition that such recertification or re-notarization must be consummated within the last month immediately preceding the year during which such books would be used.

Drawing Up Income Statement and Balance Sheet

In the event that books and records are kept on the basis of operation account method, an “Operating Account Statement” (a specimen of which is given in Appendix-16 to the Regulation on Associations) shall be drawn up as of the year end (December 31st). On the other hand, where books and records are kept on the basis of balance sheet method, a balance sheet and an income statement shall be drawn up as of the year end (December 31st) pursuant to the provisions of General Communiques on Accounting System Applications which are issued by the Ministry of Finance.

Income and Expenditure Transactions of the Association

Article 15- Income and expenditure documents ;

Revenues of the Association are collected through issuance of a “Certificate of Receipt” (a specimen of which is given in Appendix-17 to the Regulation on Associations). Where revenues are collected through banks, a bank receipt, an account extract or other similar documents issued by the bank concerned shall stand as a certificate of receipt.

On the other hand, expenditures of the Association are made against issuance of expense documents such as invoice, retail sales slip, self-employment voucher, etc. However, in the case of payments to be made by the Association under article 94 of Income Tax Law, an expense note shall be issued pursuant to the provisions of Tax Procedure Law. As for payments not falling within that scope either, an “Expense Voucher” (a specimen of which is given in Appendix-13 to the Regulation on Associations) shall be issued.

The Association’s free-of-charge goods and service deliveries to individuals, institutions or organizations shall be effected through issuance of an “In-Kind Contribution Delivery Certificate” (a specimen of which is given in Appendix-14 to the Regulation on Associations). Likewise, free-of-charge goods and service deliveries to the Association by any individuals, institutions or organizations shall be accepted through issuance of an “In-Kind Contribution Receipt Voucher” (a specimen of which is given in Appendix-15 to the Regulation on Associations).

Certificates of Receipt

“Certificates of Receipt” which are to be used for collection of the Association’s revenues shall be printed by a printing house (in accordance with form and dimensions given in Appendix-17 to the Regulation on Associations) as per respective decision of the board of directors.

In regard to matters concerning printing and control of certificates of receipt, making of relevant entries in the proper book, handover of subject certificates from previous to new treasurer, use of such certificates of receipt by the person(s) entitled to collect revenues in the name of the Association, and delivery of revenues collected, pertinent provisions of the Regulation on Associations must be complied with.

Authorisation Certificate

The person(s) who is/are to be issued an authorisation certificate for collection of revenues in the name of the Association, along with indication of respective authorisation term, shall be designated by the board of directors. Said “Authorisation Certificate” (a specimen of which is given in Appendix-19 to the Regulation on Associations) that includes particulars of identity, signature, and photograph of the person(s) who is/are empowered to collect revenues, shall be issued in three copies by the Association and certified by the BOD Chairman. One each copy of authorisation certificates shall be submitted to relevant units of the directorate of associations. Any changes related to authorisation certificates shall be notified to the appropriate unit of the directorate of associations by the chairman of the board of directors within no later than fifteen days.

Persons who are to collect revenues in the name of the Association may do so only after a copy of their authorisation certificate has been submitted to relevant unit of the directorate of associations.

In regard to matters concerning use, renewal, return of authorisation certificates and other subjects related thereto, pertinent provisions of the Regulation on Associations must be complied with.

Preservation Period of Income and Expenditure Documents

Save legal books, any and all certificates of receipt, expense documents and the like, used by the Association shall be maintained and preserved for a period of 5 years in accordance with the numbering and dating sequence appearing in the books in which such documents have been recorded, without prejudice to preservation periods set forth in specific laws.

Submission of Declaration Form

Article 16- The “ Declaration by the Association” (a specimen of which declaration form is given in Appendix-21 to the Regulation on Associations), which indicates the results of the Association’s activities for the previous year as well as the results of its income and expenditure transactions as of the year end, shall be issued and filled out by the board of directors and submitted to civil authority of the locality by the BOD chairman within the first four-month term of each calendar year.

Obligation to Notify       

Article 17- Notifications to be made to civil authority of the locality ;

Notification on Results of General Assembly

Within a period of thirty days following ordinary or extraordinary general assembly meetings, the “Notification on Results of General Assembly” (a specimen of which notification is given in Appendix-3 to the Regulation on Associations) and attachments thereto, which includes the list of principal and substitute members elected to the board of directors, the supervisory committee and other organs of the Association shall be submitted to civil authority of the locality by the chairman of the board of directors.

The following documents shall be attached to the notification on results of general assembly:

1. A copy of the minutes of general assembly signed by the meeting chairman, deputy chairmen, and meeting secretaries,

2. Where an amendment to the Charter has been made, a copy of previous and new texts of the amended articles and latest version of the Charter, each and every page thereof signed by all members of the board of directors.

Notification on Immovable Property

Real estates that have been acquired by the Association shall be notified to civil authority of the locality within thirty days from registration of such immovable property with the land registry office, by way of issuing and filling out the “Declaration of Immovable Property” (a specimen of which declaration form is given in Appendix-26 to the Regulation on Associations).

Notification on Contributions from Abroad

In cases where the Association would receive contributions from abroad, it is obligatory that the “Declaration of Contributions from Abroad” (a specimen of which declaration form is given in Appendix-4 to the Regulation on Associations) is issued and filled out in two counterparts and submitted to civil authority of the locality before obtainment of such contributions.

A copy of the BOD decision on obtainment of contributions from abroad, copies of any protocols, agreements and similar documents drawn up in that regard (if applicable), and a copy of bank receipt, account extract or any other substitutive document pertaining to the account into which such contribution is transferred, must be enclosed with the subject declaration form.

In the case of cash contributions, it is obligatory that such contributions are received through banks only and that the obligation to notify is fulfilled before use of subject cash contributions.

Notification on Joint Projects Carried Out with Public Institutions and Agencies

With regard to joint projects the Association has been carrying out with public institutions and agencies on subjects that fall within the scope of activity areas of the Association, a copy of pertinent protocol and project shall be attached to the “Project Declaration” (a specimen of which is given in Appendix-23 to the Regulation on Associations), which would altogether be submitted to the provincial governorate in the boundaries of which the head-office of the Association is located, within a period of one month as from date of the protocol concerned.    

Notification of Changes

Any change occurring in the domicile of the Association shall be notified to civil authority of the locality within thirty days from the date of such change, by issuing and filling out the “Declaration of Change in Domicile” (a specimen of which declaration form is given in Appendix-24 to the Regulation on Associations). Likewise, any changes occurring in the organs of the Association outside of general assembly meeting shall be notified to civil authority of the locality within thirty days from the date of such changes, by issuing and filling out the “Declaration of Change in Organs of the Association” (a specimen of which declaration form is given in Appendix-25 to the Regulation on Associations).

In addition, any amendments to the Charter of the Association shall be notified to civil authority of the locality within thirty days from the date of general assembly meeting during which such amendment to the Charter has been made. Amended version of the Charter shall be attached to the notification on results of general assembly.

Internal Audit of the Association

Article 18- Internal audit of the Association may be conducted by the general assembly, the board of directors or the supervisory committee. It is also possible to have independent auditing firms conduct an audit of the Association. The fact that the audit has been conducted by the general assembly, the board of directors or independent auditing firms shall not relieve the supervisory committee of its obligation to supervise and inspect the Association.

The supervisory committee is required to supervise and inspect the Association at least once a year. General assembly or board of directors may conduct such inspections and audits on its own initiative or have the same conducted by independent auditing firms where necessary.

Borrowing Methods and Procedures of the Association

Article 19- The Association may, with a view to achieving its purposes and carrying out its activities, borrow funds by a decision of the board of directors to that effect where necessary. 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.

Opening Branch Offices of the Association

Article 20- The Association may open branch offices at any locations it deems convenient, by respective decision of the general assembly. To this end, a founders’ committee consisting of at least three persons authorized by the board of directors of the Association shall submit the declaration on establishment of branch office and other necessary documents as set forth in the Regulation on Associations to the highest civil authority of the locality where the branch office in question is to be opened.

Duties and Powers of Branch Offices

Article 21 - Branch offices are internal organizations of the Association, which do not qualify as a corporate entity, which are entrusted with the duty and power to conduct activities in affiliation to the head-office in line with the purposes and service subjects of the Association, and which are exclusively liable for any receivables or debts to arise from their own transactions and operations.

Organs of Branch Offices and Provisions Applicable to Branch Offices

Article 22-  Organs of branch offices are general assembly, board of directors and supervisory committee.

General assembly is composed of registered members of the branch office. Board of directors which consists of five principal and five substitute members and supervisory committee that is comprised of three principal and three substitute members are elected by the general assembly of the branch office.

Provisions concerning the duties and powers of these bodies and any other provisions related to the Association which are laid down in this Charter shall apply to the branch offices as well, on the condition that applicability of such provisions to branch offices would be limited to the extent delineated in pertinent legislations.

Timing of General Assembly Meetings of Branch Offices and Method of Representing Branch Offices at the General Assembly of the Association’s Head Office

Article 23- Branch offices are required to consummate their ordinary general assembly meetings at least two months before the holding of the general assembly meeting of the Association’s head office.

Ordinary general assembly of branch offices meets once in every 3 years, within the month of September, at a date, time and venue to be determined by the board of directors of the branch office concerned.

Branch offices are obliged to submit a copy of the “notification on results of general assembly” to civil authority of the locality and head office of the Association within no later than thirty days following the date of such general assembly meeting.

Branch offices are represented by ‘electoral’ and ‘natural’ delegates at the general assembly of the Association’s head office. Chairmen of the board of directors and the supervisory committee of the branch offices attend the general assembly in the capacity of a natural delegate. On the other hand, delegates elected according to the following formula shall be entitled to attend the general assembly of the Association’s head office in the capacity of an electoral delegate representing the branch office. One (1) electoral delegate will be elected to represent each twenty (20) registered members of the branch office. If the number of remaining registered members is higher than 10 or the total number of registered members is less than 20, another one (1) electoral delegate will be elected to represent those members.

Delegates elected during the latest general assembly of the branch office are entitled to attend the general assembly meeting of the Association’s head office. Members of the board of directors and the supervisory committee of the Association’s head office are also entitled to participate in the general assembly, however, those members cannot vote unless they have been elected delegates in the name of the branch office.

Those occupying a post in the board of directors or the supervisory committee of branch offices must vacate the positions they have been holding in the branch office when they are elected to the board of directors or the supervisory committee of the Association’s head office.

Opening Representative Agencies

Article 24- The Association may, with a view to conducting the activities of the Association, open representative agencies at any locations it deems convenient, by respective decision of the board of directors. The address of representative agency shall be notified in writing to civil authority of the locality by the person(s) who has/have been appointed as the representative(s) of the Association by the decision of the board of directors. Said representative agencies cannot be represented in the general assembly of the Association. Branch offices are not allowed to open representative agencies.

Method and Procedure Concerning Amendments to the Charter

Article 25- Amendments to the Charter may be made only by the decision of general assembly.

In order that the Charter may be amended in the general assembly meeting, 2/3 majority of members entitled to attend the general assembly must be attained. In the event the meeting is postponed because of the failure to constitute a majority, 2/3 majority of the attending members must be achieved in the second meeting.

Voting for any amendment to the Charter in the general assembly meeting is held by application of open ballot method unless decided otherwise.

Termination of the Association and Liquidation of Its Assets

Article 26 - General assembly may resolve for termination of the Association at any time, providing relevant conditions laid down in the Charter are complied with.

For the general assembly to hold discussions on termination of the Association, 2/3 majority of members entitled to attend the general assembly meeting must be present. In the event the meeting is postponed because of the failure to constitute a majority, the quorum that must be attained in the second meeting is 1/3 of members entitled to attend the general assembly.

For adoption of a termination decision, affirmative vote of two-thirds of members attending the meeting and entitled to vote is required. The votes on termination resolution at the general assembly shall be cast by open ballot method unless decided otherwise.

Liquidation Procedures

When the decision for termination of the Association is made by the general assembly, liquidation of the funds, assets, interests and other rights of the Association shall be conducted by the liquidation committee which is composed of the members of the last board of directors. Liquidation process begins on the date the decision for termination has been taken by the general assembly or the date the dissolution of the Association has become definite. In all transactions to be carried out during the course of liquidation process, the wording “Turkish Association of Economic Geologists in Liquidation” shall be used to define the Association.

The liquidation committee is entrusted with the duty and power to follow and consummate all formalities, transactions and procedures concerned with liquidation of the funds, assets, goods, interests and other rights of the Association in pursuance with pertinent legislations. The committee shall examine the accounts of the Association in the first place. During such examination, all books, certificates of receipt, expense documents, title deeds, bank records and other documents belonging or pertaining to the Association shall be ascertained, whereupon assets and liabilities of the Association will be entered in the form of a written record. In the course of liquidation transactions, creditors of the Association shall be summoned and their receivables will be paid by way of encashing the Association’s assets if any. Where the Association is the creditor party, relevant receivables shall be collected accordingly. All funds, assets, goods, interests and other rights of the Association that have remained after collection of receivables and payment of debts shall be transferred to a recipient determined by the general assembly. In the event no recipient has been identified during the general assembly meeting, such assets shall be transferred to another association located in the same province, which is most similar to the terminated Association in terms of purpose and which has the highest number of members as of the date of the Association’s termination.

Any and all transactions conducted with regard to the liquidation shall be indicated in the minutes of liquidation. Liquidation formalities, transactions and procedures shall be completed and consummated within a period of three months, excluding any time extensions to be granted by civil authority of the locality on justifiable grounds.

Following the completion of liquidation and transfer transactions in respect of funds, assets, goods, interests and other rights of the Association, liquidation committee is required to notify such circumstance in writing to civil authority of the locality where the head office of the Association was situated, within no later than seven days therefrom. The minutes of liquidation must be attached to the subject notification letter.

Members of the last board of directors are required to preserve the books and documents of the Association in their capacity as the liquidation committee. This duty may also be assigned to one of the members of the board of directors. These books and documents shall be maintained and preserved for a period five years.

Absence of Provisions

Article 27 - For matters not stipulated in this Charter, the provisions of Law on Associations, Turkish Civil Code, Regulation on Associations that was issued on the basis of foregoing Law and Code, as well as the provisions of other pertinent legislations -which are related to associations, shall apply.

Provisional Article 1-  For the period to begin on the date of the second general assembly, membership dues in the following amounts shall apply:

- Admission fee payable by natural persons: TL 10, contribution fee: TL 10 / month.

This Charter consists of 27 (twenty-seven) articles and 1 (one) provisional article.