ILIDA BY LAWS

SECTION 1 – ESTABLISHMENT PROVISIONS AND DEFINITIONS

ARTICLE 1: NAME AND HEADQUARTERS OF THE ASSOCIATION

1.1 The name of the association is the “International Law, Investments, and Development Association.” It may also be referred to by its short name, “ILIDA.”

1.2 The headquarters of the association is in Ankara.

1.3 The association has no branches.

ARTICLE 2: DEFINITIONS

The terms, words, and abbreviations used within these Bylaws carry the meanings specified below for the purposes of interpreting this document:

2.1 Association: The International Law, Investments, and Development Association

2.2 Bylaws: The Main Bylaws of the Association

2.3 Headquarters: The Association Headquarters located within the boundaries of Ankara Metropolitan Municipality

2.4 Members: The principal individual and legal entity members, as well as honorary members, of the Association

2.5 General Assembly: The highest decision-making body of the Association composed of all principal members

2.6 Board of Directors: The governing body of the Association authorized by the General Assembly

2.7 Association President: The Chairperson of the Board of Directors of the Association

2.8 Associations Law: Law No. 5253 on Associations

ARTICLE 3: PURPOSE OF THE ASSOCIATION

3.1 The purpose of the Association is to enhance international cooperation and trade, attract more foreign investments to the country, bring investors together, implement international projects, increase employment, and promote tourism development.

3.2 To support human rights initiatives, particularly focusing on women’s and children’s rights and education, by raising awareness and increasing international cooperation through educational and publishing activities.

3.3. To conduct studies on urbanization and environmental law, organize awareness and educational activities on these topics, and bring together stakeholders from civil society.

3.4. To engage in activities related to public health, support initiatives aimed at enhancing effectiveness in this area through legal and other means, and conduct relevant studies.

3.5. To carry out work on alternative dispute resolution methods, mediation, arbitration, and intellectual/industrial property rights, including conducting academic research and publishing activities in these fields.

3.6. To establish cooperation with diplomatic missions, universities, and other non-governmental organizations, and to support educational, seminar, conference, publication, and academic activities.

3.7. To implement artistic and cultural projects, support the execution of social responsibility projects, and enhance the effectiveness of such activities.

3.8. To provide training, improve professional skills, and raise awareness among members of the legal profession and other public or private sector stakeholders involved in related fields. These constitute the core objectives of the Association.

ARTICLE 4: ACTIVITIES AND METHODS OF THE ASSOCIATION

To achieve its objectives, the Association carries out the following activities, among others:

4.1. Conducting research to enhance and improve the effectiveness of activities.

4.2. Organizing educational programs such as courses, seminars, conferences, and panels.

4.3. Acquiring any information, documents, publications, and resources necessary for achieving the Association’s goals; establishing a documentation center; and disseminating its work by publishing newspapers, magazines, books, and newsletters aligned with its objectives, including distributing informational bulletins to its members.

4.4. Procuring technical tools, equipment, office supplies, and other essentials to maintain a productive working environment for achieving the Association’s goals.

4.5. With the necessary permissions, conducting fundraising activities and accepting donations from domestic and international sources.

4.6. Establishing and operating economic, commercial, and industrial enterprises to generate the income needed to achieve the objectives stated in the Bylaws.

4.7. Establishing social and cultural facilities such as community centers and furnishing them to provide members with recreational opportunities and leisure activities.

4.8. Organizing or facilitating members’ participation in social events to foster and sustain relationships among members, including luncheons, concerts, balls, theater performances, exhibitions, sports activities, trips, and entertainment events.

4.9. To acquire, purchase, sell, lease, rent out, or establish real rights on movable and immovable properties needed for the Association’s activities.

4.10 To establish foundations, federations, or join existing federations if deemed necessary to achieve the Association’s objectives, and, with the necessary permissions, to establish facilities that associations are allowed to create.

4.11 To engage in international activities, become a member of foreign associations or organizations, and collaborate or assist these organizations on a project basis.

4.12 To undertake joint projects with public institutions and organizations on topics within their areas of responsibility, provided that the provisions of Law No. 5072 on the Relations of Associations and Foundations with Public Institutions are observed.

4.13 To prepare and implement projects in cooperation with foreign missions, EU bodies and their various representations, the World Bank, and other international organizations.

4.14 To open representative offices in necessary locations.

4.15 To establish cooperation with international organizations, foreign diplomatic missions, universities, and civil society organizations to achieve the Association’s objectives.

4.16 To create platforms with other associations, foundations, unions, and similar civil society organizations to achieve a common goal, provided that the purpose aligns with the Association’s objectives and complies with the law.

4.17 To conduct academic activities in connection with the Association’s objectives, either independently or in collaboration with other institutions and organizations, and to carry out educational and publishing activities within this framework.

4.18 To provide opinions and suggestions on legislative proposals related to the Association’s purposes and areas of activity.

4.19 To provide scholarships to students engaged in studies relevant to the Association’s purposes, provided that the necessary permissions are obtained.

ARTICLE 5: SCOPE OF THE ASSOCIATION’S ACTIVITIES
The Association operates in professional and social fields in line with its objectives.

SECTION 2 – MEMBERSHIP AND MEMBERSHIP PROCEDURES

ARTICLE 6: ELIGIBILITY FOR MEMBERSHIP
Natural and legal persons may become members of the Association. Foreign natural persons residing in Turkey, as well as foreign associations or foundations, and non-profit foreign organizations other than associations or foundations, may also become members, provided they obtain the necessary permissions as required by the relevant legislation. The conditions for membership in the Association are as follows:

ARTICLE 7: MEMBERSHIP REQUIREMENTS FOR NATURAL PERSONS

7.1 Individuals who have at least a university degree, possess a good command of English and can prove this with internationally recognized documents, have adopted the objectives of the Association, and are willing to work towards these objectives can become members of the Association.

7.2 Individuals who wish to become members of the Association must not have been permanently expelled from membership in any other association for reasons other than failure to pay membership fees, nor should they be prohibited from joining associations.

7.3 Foreign individuals who wish to become members of the Association must have a valid residence and work permit in Turkey.

7.4 Candidates must, if required and unless otherwise stipulated by special laws, obtain permission from their affiliated organizations in accordance with Article 3 of the Associations Law.

7.5 Candidates must not have been convicted of any disgraceful crime.

7.6 Candidates must be nominated for Association membership by at least three founding members of the Association.

7.7 Candidates must pay the Association’s membership entry fee.

ARTICLE 8: MEMBERSHIP FOR LEGAL ENTITIES

8.1 Legal entities established under Turkish laws, or foreign associations, foundations, and other non-profit organizations that have obtained the necessary permissions as required by legislation, as well as companies established under the provisions of the Turkish Commercial Code, may become members of the Association.

8.2 Additionally, legal entities wishing to become members must meet the following conditions:
            8.2.1 Not be deprived of the right to join associations under the provisions of the Associations Law.
            8.2.2 Submit a written application for membership through the body or individuals authorized to represent and bind the legal entity.
            8.2.3 Have objectives aligned with those of the Association.

ARTICLE 9: MEMBERSHIP TYPES

The types of membership in the Association are outlined below:

9.1 PRINCIPAL MEMBERSHIP:

9.1.1 Principal members are natural and legal persons who have undertaken all obligations of Association membership and benefit from the rights and responsibilities of membership. A member’s rights include, provided they meet the necessary conditions, the ability to run for any position and to vote. A member’s responsibilities include attending special and general meetings, adhering to the Association’s bylaws, paying dues on time, exerting effort in line with the Association’s objectives and services, and upholding the Association’s positive image within the international legal community. Members who resign or are expelled from the Association cannot claim any rights to the Association’s assets. Members must cast their votes in meetings in person.

9.1.2 Legal entities vote through the Chairman of the Board of Directors or a person designated by the Board of Directors. If the person holding the chairmanship or representation position changes, a new representative who will vote on behalf of the legal entity must be re-designated and notified to the Association. The person who will exercise the voting rights on behalf of the legal entity must meet the conditions set by the Association for natural person members.

9.2 HONORARY MEMBERSHIP:

Honorary members are natural persons who have made significant and meaningful contributions to the goals and objectives of the Association in Turkey, or who are expected to do so, and are selected with the approval of the Board of Directors. Honorary members are not required to meet the membership conditions set for natural persons. Honorary members do not have the right to be elected to the governing bodies of the Association and are not obligated to pay the membership fees set in the Association’s budget. Honorary members do not have voting rights.

ARTICLE 10: MEMBERSHIP PROCEDURES
The membership procedures for the Association are outlined below.

10.1 ENTRY INTO MEMBERSHIP

10.1.4 ENTRY INTO PRINCIPAL MEMBERSHIP

10.1.1.1 NATURAL PERSON PRINCIPAL MEMBERS

10.1.1.1.1 Natural persons who wish to become members of the Association must fill out the “Membership Application Form,” which includes a statement confirming their acceptance of the provisions of the Association’s bylaws and the required membership conditions outlined in the bylaws. The form must be signed by at least three founding members of the Association, and submitted along with four passport-sized photos and a copy of the applicant’s identification card to the Association’s presidency.

10.1.1.1.2 The Board of Directors will review the membership application and, within a maximum of thirty days from the date of receipt, will make a decision by majority vote to either accept or reject the application, and notify the applicant in writing of the outcome.

10.1.1.1.3 Upon acceptance of the membership application, the applicant’s details will be recorded in the “Association Membership Register.” The required portions of the Entrance Fee and Annual Fee will be collected.

10.1.1.1.4 Even if the applicant meets the membership criteria specified in the Association’s bylaws, it does not guarantee automatic acceptance into membership. The Association retains the right to reject any application at any time.

10.1.1.2 LEGAL ENTITY PRINCIPAL MEMBERS

10.1.1.2.1 In the case of legal entities wishing to become members of the Association, the legal entity must complete the “Membership Application Form,” which includes a statement confirming their acceptance of the provisions of the Association’s bylaws and the necessary membership conditions outlined in the bylaws. The form must be signed by at least three founding members of the Association, and submitted along with the following documents: a copy of the decision from the management or board of partners confirming the legal entity’s intent to join the Association; an authorization letter from the authorized person; signature circular; trade registry gazette; four passport-sized photos; and a copy of the identification card. These documents must be submitted to the Association’s presidency.

10.1.1.2.3 Upon acceptance of the legal entity’s membership application, the entity’s details will be recorded in the “Association Membership Register.” The required portion of the Annual Fee will be collected.

10.1.1.2.4 Even if the applicant meets the membership criteria specified in the Association’s bylaws, it does not guarantee automatic acceptance into membership. The Association retains the right to reject any application at any time.

10.1.2 ENTRY INTO HONORARY MEMBERSHIP

Upon the application of individuals who have made significant contributions to the achievement of the Association’s objectives, the Board of Directors will conduct an investigation to determine whether the applicant meets the necessary qualifications. The Board will make a decision to accept or reject the membership within a maximum of thirty days, and notify the applicant of the decision in writing.

ARTICLE 11: WITHDRAWAL FROM MEMBERSHIP

Each member has the right to withdraw from the Association by notifying in writing. The withdrawal process is considered complete as soon as the member’s written request is received by the Board of Directors. Withdrawing from membership in this way does not absolve the member of any outstanding debts to the Association.

A member who withdraws from the Association will be removed from the membership register and will have no claim over the Association’s assets.

ARTICLE 12: REMOVAL FROM MEMBERSHIP

If any of the following situations are determined, the member will be expelled from the Association by a decision of the Board of Directors. Members who are expelled from the Association will be removed from the membership register and will have no claim over the Association’s assets. Removal from membership does not terminate the individual’s outstanding debts to the Association.

12.1 Failing to attend two consecutive regular General Assembly meetings without excuse, not fulfilling assigned duties, and showing indifference to the Association’s survival and its objectives and services.

12.2 Losing the right to be a member of associations and acting in violation of the provisions of the Bylaws, as well as General Assembly and Board of Directors decisions.

12.3 Engaging in transactions on behalf of the Association without authorization, causing the Association to incur debt and obligations.

12.4 Taking actions that hinder or obstruct the achievement of the Association’s objectives.

12.5 Failing to pay the membership dues.

12.6 Engaging in actions that damage the honor and reputation of the Association.

12.7 It is later determined that the person does not meet the conditions for membership.

ARTICLE 13: POLITICAL PROHIBITION

The Association cannot be affiliated with any political organization, nor can it engage in politics in any way. Politics cannot be involved in the activities of the Association. Additionally, members are prohibited from engaging in any political activity within the Association’s activities.

SECTION 3 – ORGANS, DUTIES, AND AUTHORITIES

ARTICLE 14: ORGANIZATIONS OF THE ASSOCIATION

The Association has four organs, three of which are mandatory and one optional. The organs of the Association are listed below. In addition, other organs may be established as deemed necessary by the General Assembly. Furthermore, the Board of Directors may establish various commissions to carry out activities in line with the goals and objectives of the Association.

            14.1 Mandatory Organs
                        14.1.1 General Assembly
                        14.1.2 Board of Directors
                        14.1.3 Audit Committee

14.2 Optional Organs
                        14.2.1 Advisory Board

ARTICLE 15: GENERAL ASSEMBLY

15.1 The General Assembly is the highest authority of the Association and consists of the registered members of the Association. The General Assembly convenes every three years as an ordinary meeting with elections and financial discussions in the month of March. The General Assembly is called to order by the Board of Directors.

15.2 The General Assembly may also meet extraordinarily within thirty days upon the written request of one-fifth of the members, or when deemed necessary by the Board of Directors or the Audit Committee.

15.3 If the Board of Directors fails to call the General Assembly to a meeting, a member may apply to the conciliator judge, who will appoint three members to call the General Assembly to meet.

ARTICLE 16: PROCEDURE FOR CALLING THE GENERAL ASSEMBLY

The procedure for calling the General Assembly to a meeting is outlined as follows:

16.1 The Board of Directors prepares a list of members entitled to attend the General Assembly, in accordance with the Association’s bylaws.

16.2 The Board of Directors ensures that members with the right to attend the General Assembly are notified at least fifteen days prior to the meeting. The notice must include the date, time, location, and agenda. This notification may be made through a newspaper, the Association’s website, written notice, or by sending a message to the member’s provided email address or phone number. Local media may also be used. The notice will also specify the date, time, and location of the second meeting if the first meeting fails to achieve a quorum. The interval between the first and second meetings cannot be fewer than seven days or more than sixty days. If the meeting is postponed for reasons other than a lack of quorum, the reasons for the postponement must be included in the notice, and the members must be informed in the same manner as the original invitation. The second meeting must be held within six months of the postponement. Members will be re-invited according to the same procedure.

General Assembly meetings may not be postponed more than once.

16.3 If the meeting is postponed for reasons other than failure to achieve quorum, the reasons must be clearly stated, and the notification should be made according to the same procedure as the first notice. The second meeting must take place within six months from the date of postponement, and members will be re-invited in the same manner. The General Assembly meeting cannot be postponed more than once.

ARTICLE 17: PROCEDURE FOR THE GENERAL ASSEMBLY MEETING

The procedures for the General Assembly meeting are outlined below:

17.1 The General Assembly convenes with the simple majority of the eligible members; in the case of a bylaws amendment or the dissolution of the Association, a two-thirds majority of those present is required. If the meeting is postponed due to the lack of a quorum, no quorum is required for the second meeting. However, the number of members attending the second meeting cannot be fewer than twice the number of members of the Board of Directors and the Audit Committee combined.

17.2 A list of the members eligible to attend the General Assembly is kept at the meeting venue. The identity documents of members entering the meeting venue are verified by the members of the Board of Directors or those appointed by the Board. Members sign next to their names on the list prepared by the Board of Directors upon entering the meeting.

17.3 If the quorum is met, this is recorded in the minutes, and the meeting is opened by the Chairperson of the Board or a Board member designated by them. If the quorum is not met, the Board of Directors prepares a report.

17.4 After the opening, a chairperson and sufficient vice-presidents, along with a secretary, are elected to form the meeting presidium.

17.5 During elections for the Association’s organs, members who cast their votes must show their identification to the presidium and sign against their names on the attendance list.

17.6 The management and security of the meeting are the responsibility of the presidium chairperson.

17.7 Only the items listed on the agenda are discussed during the General Assembly. However, if one-tenth of the members present request a topic to be added in writing, it must be included in the agenda.

17.8 Each member has one vote during the General Assembly; the vote must be cast in person. Honorary members may attend the General Assembly but are not entitled to vote. If a legal entity is a member, the representative designated by the Board Chairperson or authorized representative of the legal entity casts the vote.

17.9 The matters discussed and the decisions made during the meeting are recorded in the minutes, which are signed by the presidium chairperson and the secretaries. At the end of the meeting, the minutes and other documents are signed by the secretaries. These documents are handed over to the Chairperson of the Board of Directors. The Chairperson is responsible for safeguarding these documents and delivering them to the newly elected Board of Directors within seven days.

17.10 The quorum for decisions at the General Assembly is the majority of the members present. However, decisions regarding amendments to the Bylaws or the dissolution of the Association can only be made with the approval of two-thirds of the members present at the meeting.

ARTICLE 18: VOTING AND DECISION-MAKING PROCEDURES IN THE GENERAL ASSEMBLY

18.1 In the General Assembly, unless otherwise decided, the elections of the members of the Board of Directors and the Audit Committee are conducted by secret ballot, while decisions on other matters are made through open voting. Each member must cast their vote in person. Secret votes are collected by the meeting chairperson through ballots or sealed papers, which are placed in an empty container after the members have cast their votes. Once voting is completed, the ballots are counted publicly.

18.2 In the case of open voting, the method specified by the presidium chairperson is applied. General Assembly decisions are made by a simple majority of the members present. However, decisions related to bylaws amendments or the dissolution of the Association can only be made with the approval of two-thirds of the members present at the meeting. 

ARTICLE 19: DUTIES AND AUTHORITIES OF THE GENERAL ASSEMBLY

As the highest decision-making body of the Association, the General Assembly discusses and decides on the following matters:

19.1 To elect the principal and substitute members of the Board of Directors, the Audit Committee, and the Advisory Board.

19.2 To review and decide on the Board of Directors’ proposal for amending the Association’s Bylaws.

19.3 To review the reports of the Board of Directors and the Audit Committee, and to discharge the Board of Directors.

19.4 To review and approve the budget prepared by the Board of Directors, with or without amendments.

19.5 To authorize the Board of Directors to purchase necessary real estate or sell existing real estate owned by the Association.

19.6 To review and decide on the regulations prepared by the Board of Directors related to the activities of the Association, with or without amendments.

19.7 To determine the salaries, allowances, travel expenses, and compensations for the president and members of the Board of Directors and Audit Committee who are not public servants, as well as the daily allowances and travel expenses for members assigned to Association services.

19.8 To decide on the Association’s joining or leaving a Federation.

19.9 To decide on the establishment of a Foundation by the Association.

19.10 To decide on the dissolution of the Association and the liquidation of its assets.

19.11 To perform any tasks specified by laws or the Bylaws that are to be carried out by the General Assembly.

19.12 To oversee the other organs of the Association and, when deemed necessary, to remove them from office for justifiable reasons.

19.13 To decide on appeals made within the legal time frame by members who have been expelled from the Association against decisions made by the Board of Directors.

19.14 As the most authoritative body, to undertake duties and exercise powers that have not been delegated to other organs of the Association.

19.15 To make decisions in accordance with the laws of the Republic of Turkey and the provisions of the Association’s Bylaws.

ARTICLE 20: COMPOSITION OF THE BOARD OF DIRECTORS

20.1 The Board of Directors consists of five principal and five substitute members, elected from among the individual or representative members of the Association for a three-year term. The three-year term starts following the General Assembly meeting where the election was held.

20.2 After the election, the Board of Directors, at its first meeting, makes a decision to assign duties, selecting a president, vice president, secretary, treasurer, and other members.

20.3 The Board of Directors can be called to a meeting at any time, with all members notified. A quorum for the meeting is established when more than half of the total number of members is present. Decisions are made with the simple majority of the members present at the meeting.

20.4 If there is a vacancy in the principal membership of the Board of Directors due to resignation or other reasons, substitute members must be called to fill the vacancy according to the order of votes received in the General Assembly election.

ARTICLE 21: WORKING PRINCIPLES OF THE BOARD OF DIRECTORS

The working principles of the Board of Directors are as follows:

21.1 The Board of Directors convenes with the presence of more than half of the total members. Decisions are made with the simple majority of the members present at the meeting.

21.2 The Board of Directors meets upon the call of the Association President, based on an agenda determined by the President after consulting with the other Board members, and carries out its activities accordingly.

ARTICLE 22: DUTIES AND AUTHORITY OF THE BOARD OF DIRECTORS

The duties and powers of the Board of Directors are as follows:

22.1 To represent the Association or grant authority to one or more of its members regarding this matter,

22.2 To carry out transactions related to income and expenditure accounts and to prepare the budget for the upcoming term and submit it to the General Assembly,

22.3 To purchase real estate with the authority granted by the General Assembly, sell movable and immovable properties belonging to the Association, construct buildings or facilities, enter into lease agreements, establish pledges, mortgages, or other real rights in favor of the Association,

22.4 To establish representations where deemed necessary,

22.5 To make decisions regarding the admission of new members or the expulsion of members,

22.6 To make and implement any decisions required to achieve the Association’s objectives,

22.7 To perform other duties and exercise the powers granted by relevant legislation,

22.8 To make decisions that increase the activities in line with the Association’s purpose, in accordance with the laws of the Republic of Turkey and the provisions of this Bylaws, and to implement them,

22.9 To prepare the activity report, balance sheet, and income-expenditure statements for the previous term and submit them to the General Assembly,

22.10 To prepare the activity program for the working period, the annual budget regulations, and income-expenditure statements, submit them to the General Assembly, and implement them,

22.11 To determine and announce the date, time, location, and agenda of the General Assembly meetings,

22.12 To establish committees for tasks related to management and services and make decisions on their reports,

22.13 To appoint and dismiss personnel and consultants to manage the Association’s affairs,

22.14 To ensure that the generated income does not provide any personal benefit to the Board members and/or Association members, and to use these funds solely for the Association’s purposes, with the condition that they may decide to form partnerships, economic enterprises, foundations, and mutual aid funds or to participate in already established or future ones, subject to approval by the General Assembly,

22.15 To work on the amendment of the Bylaws and the reduction and modification of regulations, and submit the necessary drafts for approval by the General Assembly,

22.16 To inform members and relevant authorities of the decisions taken in the General Assembly meetings and ensure their implementation,

22.17 To receive the Association’s assets from the outgoing Board of Directors at the end of the term and deliver them to the incoming Board of Directors at the beginning of the next term, along with the balance sheet. 

ARTICLE 23: AUDIT COMMITTEE

The Audit Committee is composed of three regular and three substitute members, elected by the General Assembly. In the event of a vacancy in the regular membership of the Audit Committee due to resignation or other reasons, the substitute members are called to duty in the order of votes received in the General Assembly election.

ARTICLE 24: DUTIES AND AUTHORITY OF THE AUDIT COMMITTEE

24.1 The Audit Committee is responsible for checking whether the Association is operating in accordance with the objectives specified in its statute and the working areas defined for achieving these goals. It also audits whether the books, accounts, and records are maintained in compliance with the relevant legislation and the Association’s statutes. The committee conducts audits according to the principles and procedures set out in the Association’s statute, and at intervals not exceeding one year. The results of the audit are presented in a report to the Board of Directors and, when convened, to the General Assembly. 

24.2 The Audit Committee is responsible for calling the General Assembly to a meeting if necessary.

24.3 The Association is open to all types of audits, and is also responsible for performing internal audits through the Audit Committee.

24.4 The Audit Committee shall elect a Chairperson and a Spokesperson at its first meeting, to be held within six days following the election.

24.5 The Audit Committee shall convene at least once every twelve months. The quorum for meetings and decisions is two.

24.6 The Audit Committee is responsible and authorized to notify the Board of Directors of the results of its examinations regarding the books and documents related to the budget, accounts, and transactions of the Association, along with its wishes and recommendations; to attend the Board of Directors meeting where the operational period program, the annual budget regulation, and the income and expenditure statements prepared by the Board of Directors will be discussed, and to state its wishes and recommendations; and to present its examinations regarding the previous operational period report, the balance sheet, and the income and expenditure statements prepared by the Board of Directors to the General Assembly in a report.

24.7 Internal audit is essential in the association. Audits can be conducted by the General Assembly, the Board of Directors, or the Audit Committee, as well as by independent auditing organizations. The performance of audits by the General Assembly, the Board of Directors, or independent auditing organizations does not eliminate the obligations of the Audit Committee. The Audit Committee shall examine whether the association operates in line with its stated purposes and the fields of activity specified for achieving those purposes in its Bylaws, as well as whether the books, accounts, and records are kept in compliance with applicable laws and the association’s Bylaws. The Audit Committee shall carry out audits at intervals not exceeding one year, in accordance with the principles and procedures established in the association’s Bylaws, and shall present the results of such audits in a report to the Board of Directors and, when convened, to the General Assembly.

ARTICLE 25: ADVISORY BOARD

25.1 The Advisory Board consists of five members elected for a three-year term from among individuals who have made or may make significant contributions to the goals and purposes of the Association, or from among individuals who are members of the Association or not, as proposed by the Board of Directors. The Advisory Board may meet as frequently as it deems necessary.

25.2 The Advisory Board calls its meetings based on the agenda prepared by the Association President, or it elects its own President. A copy of the meeting minutes is sent to the Board of Directors.

ARTICLE 26: DUTIES AND AUTHORIZATIONS OF THE CONSULTATIVE BOARD

26.1 To prepare drafts and programs for the tasks to be carried out regarding the association’s objectives and service areas, and to make recommendations and suggestions to the Board of Directors.

26.2 To carry out activities that will enhance the association’s reputation within the public and the international legal community, and to offer suggestions and recommendations.

26.3 To provide opinions on projects, changes, and proposals related to the association’s activities and facilities.

26.4 To express their views on requests and suggestions made by the Board of Directors and the General Assembly on other matters.

ARTICLE 27: COMMON PROVISIONS

27.1 If the members of the Board of Directors or the Audit Board fail to attend three consecutive meetings without a valid excuse or fail to attend even one meeting within a working period, they will be considered to have resigned from their positions.

27.2 When a member of the board resigns for any reason, the alternate members are called up in order to fill the position. If the newly appointed alternate member resigns from their position, the next alternate member on the list will be called up to take over.

SECTION 4 – FINANCIAL PROVISIONS

ARTICLE 28: SOURCES OF THE ASSOCIATION’S INCOME
 The income of the association is as follows:

28.1 Entrance Fee (Registration Fee): A one-time fee determined for each membership in the budget of each operational period. The amount of the Entrance Fee is set by the Board of Directors.

28.2 Annual Fee (Membership Fee): A mandatory fee for members, determined in the budget for each operational period, and required to be paid for the duration of membership. The amount is set by the Board of Directors. The annual fee must be paid no later than the end of August of the relevant period.

28.3 Income from commercial activities, 

28.4 Donations and aids from domestic and international sources,

28.5 Income from projects carried out individually or in cooperation with other institutions and organizations, in line with the association’s purpose,

28.6 Income from educational and training activities and operation of social facilities,

28.7 Income generated according to the Law on Fundraising,

28.8 Income from all activities carried out in line with the association’s purpose,

28.9 Other income.

ARTICLE 29: ASSOCIATION BOOKS

The principles, records, books to be kept, and their certification processes are outlined below.

29.1 BOOKKEEPING PRINCIPLE;
                        29.1.1 The association keeps books based on the operating account method.

29.1.2 If the balance sheet method is adopted, and the amount falls below the specified limit for two consecutive accounting periods, the association may revert to the operating account method starting from the following year.

29.1.3 For the association’s commercial enterprise, books are kept in accordance with the provisions of the Tax Procedure Law.

29.2 RECORDING METHOD: The association’s books and records are kept in compliance with the procedures and principles outlined in the Associations Regulation.

29.3 BOOKS TO BE KEPT: The following notarially approved books are kept for the association:

29.3.1 Decision Book: Decisions of the board of directors are recorded in this book in chronological order, with the decisions signed by the members present at the meeting.

29.3.2 Member Registration Book: The personal details of members joining the association, along with their entry and exit dates, are recorded in this book. The amounts of entrance and annual membership fees paid by the members may also be recorded.

29.3.3 Document Registration Book: Incoming and outgoing documents are recorded in this book with their date and serial number. Original copies of incoming documents and copies of outgoing documents are filed. Emails, either incoming or outgoing, are stored by printing them.

29.3.4 Fixed Assets Book: The acquisition dates and methods of the association’s fixed assets, as well as the locations where they are used or transferred, and those that have been written off after completing their useful life, are recorded in this book.

29.3.5 Books to be kept under the balance sheet method: Journal Book, General Ledger, and Inventory Book. The methods for keeping these books and the recording system are based on the Tax Procedure Law and the General Communiqués on the Accounting System published by the Ministry of Finance based on the authority granted by this law.

29.3.6 Receipt Book Registration Book: The serial and sequence numbers of receipts, along with the names, surnames, and signatures of those receiving and returning them, and the dates of receipt and return, are recorded in this book.

29.4 Additionally, the association keeps other books as required by the Associations Law, relevant regulations, and communiqués. If the law does not mandate the keeping of any of the above books, whether to keep such books is at the discretion of the Association’s Board of Directors.

29.5 CERTIFICATION OF BOOKS: The books that are mandatory to be kept must be certified by the Provincial Associations Directorate or a notary before they are used. These books are used until their pages are completed, and intermediate certification of the books is not required. However, for books kept under the balance sheet method and those in form or continuous form, they must be certified again in the last month before they are used in each new year.

ARTICLE 30: PREPARATION OF INCOME STATEMENT AND BALANCE SHEET

In cases where the operating account method is used for record-keeping, the “Operating Account Table” (as specified in Annex-16 of the Associations Regulation) is prepared at the end of each year (December 31). In cases where the balance sheet method is used for record-keeping, the balance sheet and income statement are prepared at the end of each year (December 31) based on the General Communiqués on the Accounting System Application issued by the Ministry of Finance.

ARTICLE 31: INCOME AND EXPENSE TRANSACTIONS OF THE ASSOCIATION

Income and Expense Documents:

31.1 Association income is collected using a “Receipt Document.” In cases where income is collected through banks, a receipt document such as a bank-issued receipt or account summary serves as the equivalent of a receipt document.

31.2 Association expenses are made using expenditure documents such as invoices, retail sales receipts, or professional service receipts. However, for payments falling under Article 94 of the Income Tax Law, a “Payment Voucher” is issued in accordance with the provisions of the Tax Procedure Law, and for other payments not covered under this, an “Expense Receipt” is issued.

31.3 Donations of goods and services made to individuals, institutions, or organizations by the association are documented using a “Goods and Services Donation Delivery Certificate.” Donations of goods and services made to the association by individuals, institutions, or organizations are accepted using a “Goods and Services Donation Receipt.”

ARTICLE 32: RECEIPT DOCUMENTS

32.1 “Receipt Documents” to be used for the collection of the association’s income shall be printed by a printing house upon the decision of the Board of Directors.

32.2 The printing, control, and receipt of the receipt documents, their registration in the books, the transfer of responsibility between the old and new treasurers, and the use of the receipt documents by individuals authorized to collect income on behalf of the association, as well as the delivery of the collected income, shall be carried out in accordance with the relevant provisions of the Associations Regulation.

ARTICLE 33: AUTHORIZATION CERTIFICATE

33.1 Except for the principal members of the Board of Directors, individuals authorized to collect income on behalf of the association shall be determined by a decision of the Board of Directors, specifying the duration of their authority. The “Authorization Certificate,” which includes the individual’s full name, signature, and photograph, shall be prepared in two copies by the association and approved by the president of the Board of Directors. The principal members of the Board of Directors may collect income without an authorization certificate.

33.2 The duration of the authorization certificates is determined by the Board of Directors, but shall not exceed one year. Expired authorization certificates shall be renewed in accordance with the first paragraph. In the event that the authorization certificate expires, or the person to whom the certificate was issued resigns, passes away, is dismissed from their position or duty, or if the association is determined to be voluntarily dissolved or dissolved, the issued authorization certificates must be returned to the Board of Directors within one week. Additionally, the authority to collect income may be revoked at any time by a decision of the Board of Directors.

ARTICLE 34: RETENTION PERIOD FOR INCOME AND EXPENSE DOCUMENTS

Except for the books, receipt documents, expense records, and other documents used by the association shall be retained for five years in accordance with their sequence of number and date in the registered books, unless otherwise specified by special laws.

ARTICLE 35: SUBMISSION OF DECLARATIONS

The “Association Declaration,” detailing the association’s activities, income, and expense transactions for the previous year as of the year’s end, shall be completed by the Board of Directors and submitted by the president to the highest local administrative authority within the first four months of each calendar year.

ARTICLE 36: NOTIFICATION OBLIGATIONS

36.1 GENERAL ASSEMBLY RESULT NOTIFICATION

36.1.1 Within thirty days following the Ordinary or Extraordinary General Assembly meetings, a “General Assembly Result Notification” containing the names of the principal and substitute members elected to the Board of Directors, Supervisory Board, and other organs, along with its annexes, shall be submitted to the local administrative authority.

36.1.2 General Assembly result notifications may also be submitted by a Board member authorized by the Board of Directors. However, the responsibility for non-compliance lies with the Chairperson of the Board of Directors.

36.1.3 If a fund is established within the association’s activities, the General Assembly result notification regarding the fund shall be submitted to the local administrative authority in accordance with the procedures specified in this article.

36.2 NOTIFICATION OF REAL ESTATE 

Real estate acquired by the association shall be reported to the local administrative authority within thirty days of its registration at the land registry by completing the “Real Estate Notification.”

36.3 NOTIFICATION OF FOREIGN ASSISTANCE

36.3.1 If the association is to receive assistance from abroad, a “Notification of Receiving Foreign Assistance,” attached to the Associations Regulation, must be completed and submitted to the local administrative authority prior to receiving the assistance.

36.4 NOTIFICATION REGARDING JOINT PROJECTS WITH PUBLIC INSTITUTIONS AND ORGANIZATIONS

For joint projects carried out with public institutions and organizations on matters related to the association’s field of activity, a copy of the protocol and project must be attached to the “Project Notification” and submitted to the governor’s office of the association’s headquarters location within one month of the protocol date.

36.5 NOTIFICATION OF CHANGES

36.5.1 Changes to the association’s headquarters location must be reported to the local administrative authority within thirty days by completing the “Headquarters Location Change Notification.” Changes in the association’s organs outside of the General Assembly meetings must be reported using the “Notification of Changes in Association Organs” within thirty days of the change.

36.5.2 Amendments to the association’s Bylaws must also be submitted to the local administrative authority within thirty days following the General Assembly meeting in which the amendment was made, as an annex to the General Assembly result notification.

ARTICLE 37: INTERNAL AUDIT OF THE ASSOCIATION

The association may undergo internal audits conducted by the General Assembly, the Board of Directors, or the Supervisory Board, or by independent auditing firms. The audits conducted by the General Assembly, the Board of Directors, or independent auditing firms do not absolve the Supervisory Board of its responsibilities. The Supervisory Board must conduct an audit of the association at least once a year. The General Assembly or the Board of Directors may also perform audits or engage independent auditing firms when deemed necessary.

ARTICLE 38: BORROWING METHODS OF THE ASSOCIATION

The association may borrow when needed to achieve its objectives and carry out its activities, subject to a decision by the Board of Directors. Such borrowing may include purchasing goods and services on credit or obtaining cash loans. However, borrowing must not exceed the association’s revenue sources or place the association in financial distress.

ARTICLE 39: FISCAL PERIOD AND BUDGET

The fiscal period of the association begins on January 1 and ends on December 31. The association’s budget consists of the Annual Budget Regulation and the Income and Expense Schedules. The Annual Budget Regulation outlines matters such as spending authorities and authorizations, methods of collecting income, documents related to expenses and expenditures, the cash amount to be kept in the safe, and the authority to transfer between sections and items.

SECTION 5 — GENERAL PROVISIONS

ARTICLE 40: AMENDMENT TO THE Bylaws

40.1 Amendments to the Bylaws can be made by a resolution of the General Assembly. For an amendment to be discussed in the General Assembly, two-thirds of the members eligible to attend must be present. If the meeting is postponed due to the lack of quorum, no quorum is required for the second meeting. However, the number of members attending the second meeting must not be less than twice the total number of members of the board of directors and auditors.

40.2 For a Bylaws amendment to be approved, two-thirds of the votes of the members present and eligible to vote are required. Voting on Bylaws amendments at the General Assembly is conducted openly.

ARTICLE 41: DISSOLUTION OF THE ASSOCIATION AND DISPOSAL OF ITS ASSETS

41.1 DISSOLUTION OF THE ASSOCIATION

41.1.1 The General Assembly may decide to dissolve the association at any time. For the dissolution to be discussed, two-thirds of the members eligible to attend the General Assembly must be present. If the meeting is postponed due to the lack of quorum, no quorum is required for the second meeting. However, the number of members attending this meeting must not be less than twice the total number of members of the board of directors and auditors. For a dissolution resolution, two-thirds of the votes of the members present and eligible to vote are required. Voting on the dissolution decision at the General Assembly is conducted openly.

41.1.2 In the event of a resolution to dissolve, the liquidation process shall be carried out in accordance with Article 89 of the Associations Regulation. The liquidation shall be completed by the Liquidation Committee, selected from the last Board of Directors. If any assets remain after liquidation, they shall be transferred to the institution determined by the General Assembly. Following the completion of the liquidation, the minutes and other documents shall be submitted to the Local Administrative Authority within one week by the Liquidation Committee.

41.2 LIQUIDATION PROCEDURES

41.2.1 In the event the General Assembly resolves to dissolve the association, the liquidation of the association’s funds, assets, and rights shall be carried out by the liquidation committee, composed of the last members of the Board of Directors. This process begins as of the date when the dissolution decision is made by the General Assembly or when the automatic termination becomes definitive. During the liquidation process, all transactions shall be conducted under the name “In Liquidation: Association of International Law, Investments, and Development.”

41.2.2 The liquidation committee is authorized and responsible for completing the liquidation of the association’s funds, assets, and rights in compliance with the legislation. The committee first reviews the association’s accounts. During the review, the association’s books, receipt documents, expense records, title deeds, bank records, and other documents are examined, and its assets and liabilities are recorded in a report. Creditors of the association are notified during the liquidation process, and, if necessary, the assets are converted into cash to settle debts. If the association is a creditor, its receivables are collected. After all receivables are collected and debts are settled, any remaining funds, assets, and rights are transferred to the entity determined by the General Assembly. If no such entity is specified, they are transferred to the association in the same province that has the closest purpose to the dissolved association and the highest number of members at the time of dissolution.

41.2.3 All liquidation-related transactions are documented in a liquidation report. The liquidation process must be completed within three months unless an extension is granted by local administrative authorities for valid reasons.

41.2.4 Upon completion of the liquidation of the association’s funds, assets, and rights, the liquidation committee must notify the local administrative authority where the association’s headquarters are located within seven days, accompanied by the liquidation report.

41.2.5 The last members of the Board of Directors, acting as the liquidation committee, are responsible for preserving the association’s books and records. This responsibility may be delegated to one member of the Board of Directors. The retention period for these books and records is five years.

ARTICLE 42: LACUNA IN PROVISIONS

In matters not specified in this Bylaws, the provisions of the Associations Law, the Turkish Civil Code, the Associations Regulation issued pursuant to these laws, and other relevant legislation regarding associations shall apply. 

ARTICLE 43: TEMPORARY BOARD OF DIRECTORS MEMBERS

The temporary members of the Association’s Board of Directors, who shall serve until the principal and substitute members of the Board are elected at the first General Assembly meeting of the Association, are listed below: