THE CONSTITUTION OF TURKEY BUSINESS WOMEN ASSOCIATION

Article 1. Name and Headquarters of the Association

The name of the association is “TURKEY BUSINESS WOMEN ASSOCIATION” and it is abbreviated as “TİKAD”. The headquarters of the association is in Istanbul. It shall activate within borders of Istanbul Municipality.

Article 2. Purpose and Goals of the Association

a) To support entrepreneurs in their activities they execute in purpose of increasing their contribution to country economy and strengthening their statutes in business world by being committed to the universal principles of democracy and human rights, and respectful to the freedoms of enterprise, belief and opinion.
b) To be in activities devoted to aim of improving contribution and solidarity among investors, to support entrepreneurs who shall create employment in this scope.
c) To increase number of entrepreneur women by providing support of knowledge, experience, education, etc. to investors.
d) To make investors to acquire a powerful image and impression.
e) To support all policies aimed at the establishment of a liberal economic system which uses human and natural resources more efficiently by means of the latest technological innovations and which tries to create proper conditions for a permanent increase in productivity and quality, thus enhancing competitiveness.
f) To forward the views and suggestions appeared in this context directly to the parliament, the government, the foreign states, the international organizations and to the public opinion via media.

Article 3. Fields of Activity of the Association

a) To assure stable growth in Turkey in accordance with the principles of an integrated world market economy;
b) To realize social consensus based on the conviction that enterprise, capital and labor are complementary factors;
c) Supports policies to promote exports to accelerate the integration into world markets and perpetuating balanced and rapid socio-economic growth;
d) Makes required attempts in leading foreign markets and trading blocks to introduce the active investors in Turkey to the international arena and to strengthen their relations;
e) Communicates opinions and proposals of the business community through contact with relevant institutions in Turkey and abroad in the context of Turkey's potential membership in the European Union;
f) Undertakes any kind of activities of communication, representation, coordination and information to inform the public about these activities.

3.1. Communicating opinions and proposals to decision makers:

a) Facilitates contact between Turkish business women and decision makers on various subjects;
b) Uses radio, television, newspapers, journals, books, brochures and other publications to communicate the Association's purposes, activities and opinions on economic and social issues to the public and other concerned parties, and organizes meetings, seminars, conventions and conferences to this end.

3.2. Organizing

a) Communicates and makes cooperation and becomes founder member of federations or participates established federations with other associations of like-minded business women inland and abroad to strengthen its activities;
b) Makes cooperation between Turkish and foreign private and public institutions, chambers of commerce and industry, stock exchanges, professional organizations, foundations, associations, unions and the like;

3.3.Subject and Types of Activity

a) To provide information to women and women’s associations as to administrative, financial and legal matters, informative technology, electronic commerce and the latest developments in such fields, to provide responses on the requests of its members on the highlighted matters through its other members or advisors and to provide the necessary technical and financial assistance to the women and women entrepreneurs who have creative ideas in the fields in which they would like to be active.
b) To conduct all activities to develop collaboration and cooperation among the members.
c) Provided that the legal requirements are met, to exchange information with entities such as the associations, foundations, lobbies etc. that conduct similar activities in other countries, to organize national and international seminars, to send representative or representatives to attend seminars, educative activities and other activities that are organized by the similar associations in foreign countries and that are in compliance with the activities of the Association.
d) In order to materialize the association targets, to organize conferences, panels, social activities, social campaigns.
e) To collaborate directly or through the corporations affiliated to such, existing and to be established, local and foreign, private and state entities, chambers of trade and industry, stock exchanges, professional organizations, foundation, association, federation and upper entities, union, lobby and the like.
f) To accept conditional or unconditional donations from within Turkey and abroad, to make donations to the foundations and associations that are beneficial to the public, to purchase the necessary movable and immovable assets in the name of the association, to have any and all kinds of rights in rem, to constitute any and all kinds of encumbrances including the mortgage on the purchased immovables when needed, to terminate the encumbrances that have been constituted, to obtain the rights to use or operate such immovables, to lease, to lease those which are owned or to be owned, to open and operate cafeterias and other social facilities, to give scholarships, to obtain loans, to conduct any and all kinds of lawful acts and procedures for the purposes of the necessary borrowing.
g) To establish partnerships, economical entities, foundations and aid department for the purposes of increasing revenue on the objectives and fields of activity, and/or cooperate with said entities.
h) To establish an archive regarding the objectives and the fields of activity of the association, activate a WEB Site, publish leaflets, catalogues, bulletins, magazines, newspapers and books..
i) When needed, to establish sub working groups or commissions for the purposes of working in line with the objectives of its establishment.

Article 4. The Founding Members of the Association

The names, professions, nationality and residence information of the founding members are provided on the last page.

Article 5. Full Members

The eligible real or legal persons for membership are those who adopt the objectives and fields of activity of the association, who have completed their 18 years of age, who have legal capacity and do not have any legal inconvenience due to personal or professional reasons, who are owner or director or employees of a company. In the event of the membership of the companies as legal persons, the voting right shall be used by the chairman of the board of directors or an authorized person appointed by the chairman. Upon expiry of the duty of such person as chairman or as representative, the person who shall use the voting right in the name of the said legal person shall be re-determined and notified to the Association.

In order for the membership of those who are not Turkish nationals, in addition to the requirements of membership for Turkish nationals, it shall be required that such non-Turkish nationals shall have the right to reside in Turkey. Honorary members need not be residents of Turkey.

Article 6. Membership, Resignation from Membership and Termination of Membership

a) Those who wish to become members shall hand in to the Board of Directors the written request. Candidates must be proposed by two full members. A majority of the Board of Directors will decide on a candidate's application within 30 days of receipt and such candidate will be informed of the decision in writing. The founding members are full members.
b) All members agree to comply with the "Principles of Business Ethics" set by the Board of Directors.

Article 7. Resignation from Membership

A member may resign from the Association at any time. Resignations shall be in writing to Board of Directors and all dues in arrears must be paid upon resignation.

Article 8.Suspension and Termination of Membership

a) The members who no longer have the conditions required by laws.
b) The members who, are not accepted to the General Assembly due to failing to deposit the monthly fee, the members who lost the right of association membership.
c) In this case, Board of Directors takes decision and notifies the member.
d) The members who no longer have the conditions required by constitution of the association and who do not comply with the principles of business ethics by way of misbehaving, and thereby cause certain concerns that the honor of the Association shall be adversely effected, shall be reported by the Board of Directors to the Association's Honorary Board. Honorary Board investigates the situation of the member. If required asks for defense of the member. If Honorary Board resolves to expel the member, a notification of resolution is sent to the member by Honorary Board.

8.1. Suspension of Membership

a) If a member fails to fulfill any of its obligations to the Association, the Association may suspend its membership by decision of Board of Directors. In case of disappearing of this temporary situation of the member, Board of Directors may decide the continuation of membership right of the member.
b) Honorary Board makes required investigations for the member consigned by Board of Directors due to acts and behaviors against constitution of the association and principles of business ethics or due to worry of harming association’s honor by such behavior. In case of situations which require to wait to make decision, it may decide to suspend membership of the member. This is completely appraisal of the Honorary Board. This decision is notified to the member.
c) In case of suspension of the membership as mentioned in “b” item of this article, the member pays fees, executes responsibilities but can not attend association activities and cannot vote.

8.2. Objections

The member whose membership is suspended or terminated can object to the “termination of membership” and “suspension of membership” decisions of Board of Directors and Honorary Board in General Assembly via Board of Directors within 15 days from the date of notification. This objection of the member shall be taken into the agenda of first General Assembly if reached to Board of Directors latest 30 days before the date of General Assembly. Otherwise, it shall be decided in the next General Assembly.

Honorary membership may be bestowed on individuals in the fields of science or business on agreement of a two-thirds majority of the Board of Directors. Honorary members may participate in the General Assembly and its deliberations but shall have no voting rights.

Article 10 Organs of the Association
The Association is comprised of the following organs:
10.1. General Assembly
10.2. Board of Directors
10.3. High Advisory Council
10.4. Executive Committee
10.5. Honorary Board
10.6. Board of Auditors

Article 11 General Assembly

General Assembly shall consist of the full members of the Association. The ordinary general assembly meeting is held in March every two years. General Assembly shall convene extraordinarily in cases deemed necessary by the Board of Directors and Board of Auditors, or upon written request of the 1/5 of the Association members. The General Assembly shall be called to the meeting by the Board of Directors. If the Board of Directors does not call the General Assembly to meeting in one month, upon the request of Board of Auditors or the application of one of the members requesting the meeting, the local civil court judge shall authorize a group consisting of three members, to call the General Assembly to meeting.

a) Right to Attend General Assembly:
In order to attend the General Assembly, members shall have paid all monthly fees pertaining to the previous year and/or admission fee. This situation shall be communicated to the members in written form prior to issuing the lists of members and a payment period of at least two weeks shall be granted to the members.
b) Procedure for Invitation:
The Board of Directors shall prepare a list of the members who are entitled to attend the General Assembly meeting according to the Constitution of the Association. Members who had not paid the previous year fees completely, do not have the right to attend next year’s General Assemblies.

The member who entitled attend the General Assembly shall be called to the meeting at least fifteen days in advance notifying the date, hour, place and the agenda of meeting by announced in a newspaper or written or electronic mail. In the event that the majority can not be convened, the second meeting date hour and place, shall be stated in such call.

Second meeting opens with members regardless of majority and General Assembly starts its activity. However, number of participated full members cannot be less than two times of total member number of Board of Directors and Board of Auditors. The period between first and the second meeting day can not be less than seven days and more than sixty days.

If the meeting is postponed for another reason except the majority can not be convened, this situation shall be communicated to the members giving them the reasons of such postponement. The second meeting must be held at the latest within six months. The meeting of General Assembly cannot be postponed more than once.

c) Place of Meeting:
The General Assembly meetings shall be held where the headquarters of the Association has been situated.
The General Assembly shall convene with the presence of simple majority of the members who are eligible to attend the General Assembly in accordance with the Constitution of the Association. If such quorum can not be reached in the first meeting, in the second meeting, the simple majority quorum shall not be required; however, the number of members attending such second meeting can not be less than twice as much as the total number of the members of the Board of Directors and Board of Auditors of the Association.

d) The Procedure for Holding the Meeting:

The General Assembly of the Association is held on the day and hour and at the location advertised and notified to the civil authorities.

All eligible members shall sign above their names on the list compiled by the Board of Directors.
If a quorum is achieved, this will be noted in the minutes and the meeting will be called to order either by the President of the Board of Directors or by some other member of the Board appointed by the President.

A chairman and the requisite number of deputy chairmen and secretaries shall be elected. The proceedings of the General Assembly are run by the Chairman. Secretaries keep minutes and sign such minutes along with the Chairman.
All minutes are delivered to the Board of Directors at the close of the
Assembly.

In the meeting of General Assembly, only articles of agenda are negotiated. However, it is obligatory to have the issues requested by at least one tenth of the members present in the meeting to the agenda.

Article 12. The Duties and Powers of the General Assembly

The following items shall be discussed and determined by the General Assembly:

12.1. Election of the organs of the Association,
12.2. Amendment to the Constitution of the Association,
12.3. Discussing the Board of Directors and Board of Auditors reports, and discharging the Board of Directors of liability,
12.4. Discussing the budget prepared by the Board of Directors and approval of the same as is or as amended,
12.5. Authorizing the Executive Board with respect to purchasing the necessary immovable assets to the Association or sale of the existing immovable assets,
12.6. Making decisions concerning the joining of or withdrawal of the Association from federations,
12.7. Conducting international activities of the Association, to become members in or to leave membership of the foreign associations or entities.
12.8. Termination of the Association,
12.9. Review of decisions on expulsion of members by the Honorary Board and to examine appeals of lapsed members to assure that conditions of terminations have been fulfilled
12.10. Performance of other duties that are determined to be completed by the General Assembly in the legislation or in the By-laws of the Association,
12.11. Making decisions of objections made against decisions of Honorary Board,
12.12. Making decision of opening branches abroad when required,
12.13. Making decision of opening and terminating branches of the Association.

Article 13. High Advisory Council

This is the highest advisory board. All members of the Association are members. The General Assembly shall elect six members from among the members of the High Advisory Council to form the Presidency Board for two years. This Board consists of a chairman, three deputy chairmen and two secretaries. The Council meets at least twice a year as determined by the Chairman of the Council, to debate and decide on issues. Such decisions are of an advisory nature and are not binding on the Board of Directors.

According to the agenda, the High Advisory Council may invite chief executives of industrial, commercial and agricultural concerns, voluntary associations, foundations, public sector establishments and members of academia, to exchange views. Such persons have no voting rights.

Principal duties of the High Advisory Council
Principal duties of the council are:

1) to review the course and problems of Turkish industry and business and to consider long-term policy measures in relation thereto;
2) to evaluate strategies for the realization of the purpose of the Association and offer advice on such matters;
3) to evaluate the effectiveness of the activities of the Association and offer advice on measures taken in conformity with the objectives of the Association.

Article 14. Board of Directors

The Board of Directors consists of ten full and ten alternate members elected for two years by secret ballot from among the full membership of the General Assembly. A member may be reelected. The Secretary General is a member of the Board of Directors. The Board of Directors, during its first meeting following its election, shall elect for two years in open ballot a chairman, three deputy chairmen and an accountant. The Chairman of the Board of Directors may be elected for two consecutive terms. The Chairman may be reelected after one term out of office.

Function and jurisdiction of the Board of Directors

The Board of Directors shall:

1) Represent the Association or authorize one or more members to do so;
2) Deal with financial matters and prepare the budget and submit same to the civil authorities;
3) Decide on fees and dues in keeping with the budget;
4) Act on matters entrusted to it by the Constitution of the Associations;
5) Elect and authorize an Executive Committee from among its members;
6) Take all necessary measures against members whose fees and dues are in arrears;
7) Appoint and determine the duties of a Secretary General;
8) Elect and authorize three full members to a "New Member Evaluation Board".

Article 15. The Executive Committee

The Executive Committee consists of the Chairman of the Board of Directors, three Deputy Chairmen, the Accountant and the Secretary General. The Committee carries out the decisions of and is accountable to the Board of Directors.

Article 16. The Secretary General

The Board of Directors shall appoint a full member as Secretary General. The function and duties of the Secretary General are:

1) to represent the Association in conformity with the powers vested in him or her by the Board;
2) as head of the organization, to ensure that all activities are in compliance with rules and regulations.

Article 17. Informing Authorities of Newly Elected Officials

A list containing the identity information and domicile of newly elected full and alternate members shall be submitted to the highest local civil authorities by the Chairman of the Board of Directors within thirty days of their election by the General Assembly.

Article 18. Revenues of the Association nd Determination of Fees and Dues
Revenues of the Association are comprised of:

a) Members' dues and fees;
b) Revenue generated by publications of the Association and from lotteries, balls, entertainment, plays, concerts, sporting events and conferences organized by the Association;
c) Revenue from investments;
d) Donations and aids
e) Donations and charitable contributions collected according to regulations relevant to such funds.
f) Financial Administration Revenues

Determination form of fees and dues

Fees and dues are determined by Board of Directors every year and informed to members.

Article 19. Records and Documents of the Association

Books shall be kept on the basis of the operating accounts system. However, if the annual gross income for 2005 exceeds 500,000 YTL, books shall be kept according to the balance sheet system starting from the following accounting period.

In the event the association passes to the balance sheet system, if the gross annual income is lower than the above-mentioned limit for two consecutive years, then the association may turn back to the operating accounts system starting from the following year.

The association may keep the books according to the balance sheet system without being bound by the limit mentioned above by a resolution of the board of directors.

If the association starts a business enterprise, then separate books shall kept for such enterprise in accordance with the Code of Tax Procedures.

The books and records of the association shall be kept in accordance with the procedures and rules prescribed in the Regulation on Associations.
The association shall keep the following books:

a) The association shall keep the following books and apply the following rules in the operating accounts system:

1-Book of Resolutions: Resolutions of the board of directors shall be registered in that book with dates and resolution numbers, each resolution being signed by the members who have attended the related meeting.

2-Members Registration Book: Identity details of the members and their dates of joining and leaving the association shall be registered in that book. The admission charges and annual contributions paid by the members may also be registered in that book.

3-Documents Registration Book: Incoming and outgoing documents shall be registered in that book with dates and serial numbers. Originals of the incoming documents and copies of the outgoing documents shall be filed. Electronic mails shall also be kept in the form of printouts.

4-Book of fixtures and equipment: The fixtures and pieces of equipment of the association shall be registered in that book with their dates of acquisition and forms of acquisition and the places where they are used or allocated to. Those fixtures and pieces of equipment whose useful life has expired shall also be noted in this book.

5-Operating Account Book: Revenues and expenses of the association shall be clearly noted in this book on a regular basis.

6-Receipts Registration Book: Receipts shall be noted in this book with the serial and order numbers, the names and signatures of the persons who have received or returned them and the dates of receiving or returning them.

b) The association shall keep the following books and apply the following rules in the balance sheet system:

1-The books mentioned in items 1, 2, 3 and 6 of paragraph a) above shall be kept in the balance sheet system.

2-Journal, general ledger and inventory book: These books shall be kept in accordance with the Code of Tax Procedures and the Notices on Accounting System Applications published by the Ministry of Finance under the mentioned Code.

The association shall have the books certified by the Associations Authority of the Province or a notary public before starting to make entries. The books shall be used until all pages are filled. No certification of a new book is allowed before a book is completely filled. However, books kept in the balance sheet system and books with forms or continuous form sheets to be used in a particular year must be re-certified every year in the last month of the previous year.

Income Statement and Balance Sheet

In the operating accounts system, an “operating accounts statement” (İşletme Hesabı Tablosu) shall be drawn up (in the form provided in Appendix 16 of the Regulation on Associations) at the end of the year (December 31st). In the balance sheet system, an income statement and a balance sheet shall be drawn up at the end of the year (December 31st) on the basis of the Notices on Accounting System Applications published by the Ministry of Finance.

Article 20. The Procedure for Collecting Revenues and Making Payments

The association shall issue “receipts” when it collects its revenues. If an item of revenue is collected through a bank, a bank statement or an extract of account shall be sufficient as a supporting document.

As for the expenses, the association shall receive supporting documents such as invoices, retail sale invoice-slips, liberal profession receipts etc.. Notwithstanding this provision, for expenses included in the scope of Article 94 of the Code of Tax Procedures, the association shall draw up expense-slips in accordance with the Code of Tax Procedures and have them signed by the receiver. For other expenses that are not included in the scope of Article 94 of the Code of Tax Procedures, the association shall draw up “expense receipts”.

The association shall commission a printing house to print the receipts that it will issue in return for its revenues by a resolution of the board of directors.

The relevant provisions of the Regulation on Associations shall apply to the printing and supervision of the receipts, their delivery by the printing house, their registration in the books, their takeover between leaving accountants and new accountants and the rules to be observed by the persons appointed to collect revenues for the association by issuing receipts and the delivery of the funds so collected.

The board of directors shall appoint, by a resolution, those people who can collect funds on behalf of the association fixing a specific term for such authorizations. The association shall issue three counterparts of a document of authorization bearing the identity details, signature and photo of the authorized person in question. The document of authorization must bear the signature of the chairman of the board of directors. One copy of the document of authorization shall be given to each division of the association. The chairman of the board of directors shall notify any changes relating to the document of authorization to the Associations Department within fifteen days.

The authorized people may start collecting revenues on behalf of the association only once a copy of the document of authorization drawn up in their name has been given to the Associations Department.

The relevant provisions of the Regulation on Associations shall apply to the use, renewal and withdrawal of the document of authorization and other related matters.

Receipts, expenditure documents and other documents, except for the books, shall be safeguarded for 5 years in the order of the dates and numbers registered in their registration book. Other terms for safeguarding specified in specific laws relating to expenditure documents and other documents are reserved.

The Association may borrow funds by a resolution of the board of directors for the achievement of its purposes. The borrowing may be in the form of purchase of goods and services on credit or in the form of borrowing in cash. The association shall borrow funds taking into account its revenues and its power to repay its debts. No borrowing shall be made that may compromise the solvency of the association.

Article 21. Honorary Board

The Disciplinary Board consists of three full and three alternate members elected from the General Assembly. The Board members meet when necessary and examine matters referred by the Board of Directors.

Article 22. Board of Auditors

The finances of the Association are audited by the Board of Auditors which consists of three full and three alternate members elected from the General Assembly.

Members of the Board, either individually or in concert, may examine the books of the Association at any time. The Board of Directors and the Secretary General are responsible for producing the records, documents, and information upon demand from the Board members. Audits shall be conducted at least once every six months and resulting reports will be presented at a meeting of the Board of Directors and to the General Assembly.

1. The board of auditors shall consist of 3 permanent and 3 alternate members elected by the general assembly for a term of 2 years. The permanent members shall elect in the first meeting a chairman and a spokesman.

2. The board of auditors shall conduct audits whenever it finds it necessary on the books, transactions, accounts and expenses of the association to check for any irregularities and non-compliances with respect to the decisions of the association and the related documents. It may ask the board of directors to make explanations.

3. The board of auditors shall communicate the results of their annual administrative and financial audits to the general assembly in the form of a report.

Article 23. Internal Auditing of the Association

The general assembly, the board of directors or the board of auditors may conduct an internal audit in the association. It is also possible to commission an independent audit company to conduct an internal audit. The fact that the general assembly, the board of directors or an independent audit company has conducted an audit shall not release the board of auditors from its duties.

The board of auditors shall conduct an audit on the association at least once a year. During the auditing, the Board of Auditors controls if the budget limit prepared for the relevant period is exceeded or not; if the expenses of the Association is in accordance with the objectives and working issues and working program and with the resolution of the Board of Directors; if the expenses made by the Association attached with the necessary certificates and documents required by the laws; if the income and expense statement and the balance sheet are in accordance with the records; examination of the accounts and books of the Association; and if the receipts of the Association are entered in the income accounts in a complete and proper manner. The Audit Board prepares and presents the relevant internal audit report to board of directors and general assembly.

Upon request of board of auditors, any kind of information, document and records have to be showed and handed by association, it has to be permitted to enter management offices, institutions and facilities.

Article 24. Establishment of branches and Representation form in headquarters

Association can establish branches inland and abroad in accordance with the provisions of the association law by resolution of General Assembly.

Branches of the association are subject to this hereby constitution of association. However, branch organs are general assembly, board of directors and board of auditors.

Branch board of directors formed by five principal and five reserve members; branch board of auditors formed by three principal and three reserve members.

The Branch General Assembly is held not later than two months before the Head Office's General Assembly and is obliged to elect three principal and three reserve delegate and inform to the headquarters.

24.1. Branch Organs:
Branch organs are; General Assembly, Board of Directors and Board of Auditors.

24.2. Branch General Assembly
The Branch General Assembly is composed by the members who are registered to the headquarters of the Association and also resides in the city of branch and registered to the branch.

Branch General Assemblies meet in every two year in accordance with this constitution. However, this meeting has to be held at least two months before the General Assembly of Headquarters.

The Board of Directors of the Association in the Headquarters will always be entitled to call the Branch office General Assembly for an extraordinary meeting.

Branch General Assembly is called for meeting by Branch Board of Directors. If Branch Board of Directors cannot call Branch General Assembly within one month upon written request of Branch Board of Auditors or one fifth of branch principal members, local Magistrate gives duty to a group of three members from branch to call for meeting of General Assembly upon application of one of the members or Branch Board of Auditors.

Procedure of invitation, place and procedure of the meeting, procedure of election mentioned in the articles of 16, 17 and 18 of this Constitution can be applied to Branch General Assembly under scope of branch working field.

24.3. Subjects to be negotiated in the meetings of Branch General Assembly

Below subjects are negotiated in the Branch General Assembly and resolved:

a) Election of branch organs.
b) Acquaintance of boards of directors and supervisors according to their reports and examined results of balance sheet and revenue - expenditure accounts or to adjudge upon their liabilities.
c) To inspect the budget of the branch office and to approve as it is or changing it.
d) To elect original and alternate members of boards of directors and supervisors.
e) To elect 1 central general assembly member per 10 member (Chairman of the branch office is a natural delegate of Central General Assembly.)
f) To accomplish other tasks assigned to the General Assembly by Society statute and laws

A copy of meeting minutes, identifications and addresses of original and alternate members of boards of directors and supervisors, and names of delegates are sent separately to concerning authorities and headquarters.

24.4. Branch Board of Directors
It is formed by five principal and five reserve members elected by secret ballot at the Branch General Assembly.

Branch Board of Directors have duties in accordance with the provisions of Constitution of Headquarters Board of Directors.

a) To represent the branch office and to delegate authority to one or more than one of the board members for this purpose. To assign the representative requested by official organs.
b) To perform the Branch office’s operations within the general working principles and rules as assigned and determined by the Board of Directors of the Association.
c) To prepare the annual work report and balance sheet and revenue - expenditure account and budget for the next period and to present to the general assembly
d) To perform other functions which are assigned to the Board of Directors of the Association by the Associations Constitution, on behalf of the Branch Office. To call Branch General Assembly for ordinary or extraordinary meeting when required.
e) To execute the inner regulations required for branch activities.
f) Take decision of terminating membership of members whose fees and dues are in arrears. To inform the decision to Board of Directors of the Association.

24.6.Results of Resolutions of Branch Board of Directors

Branch Board of Directors is directly responsible from resolutions to members, laws and 3rd parties.

24.7. Branch Board of Auditors
The Board of Auditors shall comprise of 3 permanent and 3 reserve members to be appointed by the branch's general assembly. The Board of Auditors shall be liable to audit the Association's books and records with intervals not exceeding one year and in compliance with the methods and procedures stipulated hereunder to determine whether the Association is duly operating in its field of activity with a view to attain the aims and objectives stipulated in its Constitution and whether the books and records are kept in compliance with related legislation and the Association's Charter, and to present the said audit reports to the Board of Directors and to the General Assembly.

Headquarters Board of Auditors are also entitled to audit branch operations.

24.8. Termination of Branches
In case of opposing acts of branches against Constitution of Association, Law of Association, General and Social Regulations and Resolutions of Headquarters Board of Directors, branches can be terminated by resolution of General Assembly.

Article 25. Amendments to the Constitution

In the event that it is included on the agenda of the General Assembly or it is requested in written form by at least 1/10 of the members attending the General Assembly, the General Assembly can take a decision on the amendment to the Constitution of the Association. In order to make an amendment to the Constitution of the Association in the first meeting, it is required that 2/3 of the registered members shall be present and they shall accept the amendments to the Constitution. The number of members who have attended the second meeting can not be less than two times of exact number of members of Executive and Audit Boards and with the positive votes of the 2/3 of such meeting quorum, the Constitution of the Association can be amended.

Article 26. Termination and Liquidation

a- The General Assembly of the Association can always take a decision regarding the termination of the Association. In order to take such decision the meeting quorum for the General Assembly shall be at least 2/3 of the members eligible to attend the General Assembly.

b- In the event the first meeting has been postponed due to the fact that at least 2/3 of the members eligible to attend the General Assembly were not present, there shall be no quorum requirement in the second meeting. However, the number of attendees to the meeting can not be less than twice as much as the total number of members in the Board of Directors and the Audit Board. The decision regarding the termination shall be taken with the 2/3 of the members attending the meeting.

Procedure of Liquidation:

Once the general assembly has decided to dissolve the association, a liquidation committee, consisting of the members of the last board of directors, shall be formed for the liquidation of the cash, assets and rights of the association. The liquidation process shall start from the date of the resolution of the general assembly for the dissolution or the date when an automatic expiration of the association becomes definitive. During the process of liquidation, the association shall be referred to as the “Turkish Informatics Industry Association - association in the process of liquidation” in all of the procedures.
The liquidation committee shall be in charge of the whole process of the liquidation of the cash, assets and rights of the association in accordance with the relevant legislation. The committee shall first examine the accounts of the association. It shall register in an official report all of the assets and liabilities of the association and all of the books, receipts, expenditure documents, title deeds and bank records and other documents.

A call shall be addressed to the creditors of the association during the process of liquidation. The assets of the association shall be liquidated for the payment in cash of the debts to the creditors. The receivables of the association shall be collected. All that remains in the form of cash, assets or rights after the discharge of the debts and the collection of the receivables shall be transferred to a party to be determined by the general assembly. If the general assembly has not specified any party to receive the remaining cash, assets and rights of the association, these shall be transferred to that association, located in the same province and having similar purposes, that has the largest number of members at the time of the dissolution of the association.

All of the transactions relating to the liquidation shall be shown in the official report of the liquidation. The liquidation shall be completed within 3 months. The responsible civil authority may grant additional time for justifiable reasons.

Following the completion of the liquidation and transfer of the cash, assets and rights of the association, the liquidation committee shall notify the completion of the process to the civil authority of the place where the association is located in writing within seven days, attaching to the notice the official report of the liquidation.

The last board of directors, in its capacity of the liquidation committee, shall be responsible for safeguarding the books and documents of the association. This job may be assigned to a member of the board of directors. The books and documents shall be kept for 5 years.

Article 27. Cases which are not Regulated by Constitution

With respect to cases which are not explicitly regulated in this Constitution, reference shall be made to the relevant provisions of Associations Law and Turkish Civil Code.

Article 28. Honorary Board

The Honorary Board shall consist of members selected based on their knowledge, experience and reliable personalities among those who have or shall provide substantial contributions to the activities of the Association. The previous presidents of TIKAD are natural members to the Honorary Board. Other members shall be selected by the Board of Directors.

The Honorary Board shall have the duty to effectively take part in the public relations of the Association. It shall give written and oral suggestions in order that the activities of the foundation are effective and also provide support for the continuation of the activities of the Association.

Article 29. Temporary Board of Directors

Chair Woman Nilüfer Bulut
Vice-Chairwoman Demet Çetindoğan Sabancı
Secretary Zehra Neşe Kavak
Accountant Figen Kuzanlı
Member Deniz Ülke Arıboğan
Member Hülya Kalyoncu
Member Hülya Avşar
Member Sema Güral Sürmeli
Member Fulya Eyilik
Member Aylin Yalçın
Member Şükriye Gülden Yılmaz

FOUNDING MEMBERS

NAME-SURNAME: Deniz Ülke Arıboğan
NATIONALITY: Citizen of T.R.
PROFESSION: Bilgi University International Relations Department Instructor
RESIDENCE ADDRESS: Tunuslu Mahmut Paşa Sk. Çam Konakları No.103 Çamlıca, Istanbul Tel. 0212 311 51 02

NAME-SURNAME: Demet Çetindoğan Sabancı
NATIONALITY: Citizen of T.R.
PROFESSION: Member of Bossa Board of Directors
RESIDENCE ADDRESS: Körfez Cd. No.37 Anadolu Hisarı, Istanbul Tel 0212 281 21 15

NAME-SURNAME: Şükriye Gülden Yılmaz
NATIONALITY: Citizen of T.R.
PROFESSION: Chairwoman of Koton Store Board of Directors
RESIDENCE ADDRESS: Yenidünya Sk. Erkan2 Apt. D.37 Üsküdar, Istanbul Tel. 0212 321 28 60

NAME-SURNAME: Figen Kuzanlı
NATIONALITY: Citizen of T.R.
PROFESSION: Director of Stock Exchange
RESIDENCE ADDRESS: Büyükdere Cd. No.106 Kat.15 Esentepe, Istanbul
Tel. 0212 336 51 38

NAME-SURNAME: Hülya Kalyoncu
NATIONALITY: Citizen of T.R.
PROFESSION: Member of Global Grup Dış Tic. &.Ş. Board of Directors
RESIDENCE ADDRESS: Sarı Konaklar A-14 D.10 Etiler, Istanbul Tel. 0212 351 24 47

NAME-SURNAME: Hülya Avşar
NATIONALITY: Citizen of T.R.
PROFESSION: Actress - Business Woman
RESIDENCE ADDRESS: Çubukçu Sk. No.2 D.l Sarıyer, Istanbul Fax. 0212 271 77 76

NAME-SURNAME: Sema Güral Sürmeli
NATIONALITY: Citizen of T.R.
PROFESSION: Member of Kütahya Porselen Board of Directors
RESIDECE ADDRESS: Sağlık Kent Sitesi Dönmez Sk. D:17 Eskişehir Tel.0274 225 01 50

NAME-SURNAME: Fulya Eyilik
NATIONALITY: Citizen of T.R.
PROFESSION: Chair woman of ETV Board of Directors
RESIDECE ADDRESS: Kılmçaslan Mh. Atatürk Cd. Kültür Apt. No:60 Antalya. Tel. 0242 244 03 11

NAME-SURNAME: Zehra Neşe Kavak
NATIONALITY: Citizen of T.R.
PROFESSION: Chief Doctor of Marmara University Hospital
RESIDECE ADDRESS: Kısıklı Cd. No.140 Çamlıca, Istanbul Tel. 0216 339 63 97

NAME-SURNAME: Nilüfer Bulut
NATIONALITY: Citizen of T.R.
PROFESSION: Chair Woman of ANK Agency Board of Directors
RESIDECE ADDRESS: Hüseyin Ayanoğlu Sk. Hilmipaşa Cd. Park Apt. No.24/10 Erenköy, Istanbul Tel, 0212 278 85 00

NAME-SURNAME: Aylin Yalçın
NATIONALITY: Citizen of T.R.
PROFESSION: Member of Dentra Dentists Board of Directors
RESIDECE ADDRESS: Ethemefendi Cd. Saadet Apt. No.19B/21 34738 Erenköy, Istanbul Tel. 0216 363 36 36