Article 1 – Name of the Association: “Gülmek İyileştirir Derneği”.
The center of the association is Istanbul.
The association can open branches in Turkey and abroad.
The Purpose of the Association and the Subjects and Forms of Work to be Carried Out by the Association to Achieve This Purpose and the Field of Activity
Article 2 – The Association was established to work to increase the quality of life by raising the morale of people in need who are in a problematic situation.
Subjects and Forms of Work to be Carried Out by the Association
The association operates in the social field both domestically and abroad.
Membership Rights and Membership Procedures
Article 3 – Every natural or legal person who has the legal capacity to act, who accepts the aims and principles of the association and agrees to work in this direction and who meets the conditions set forth by the legislation has the right to become a member of this association. However, foreign natural persons must also have the right to settle in Türkiye in order to become members. This condition is not required for honorary membership.
The membership application to be made in writing to the association chairmanship is decided by the association board of directors within a maximum of thirty days as acceptance or rejection of the request and the result is notified to the applicant in writing. The member whose application is accepted is recorded in the book to be kept for this purpose.
The main members of the association are the founders of the association and the persons accepted as members by the board of directors upon their application.
Those who have provided significant material and moral support to the association may be accepted as honorary members by the decision of the board of directors.
When the number of branches of the association is more than three, the membership records of those registered at the association headquarters are transferred to the branches. New membership applications are made to the branches. The procedures for acceptance and deletion from membership are carried out by the branch boards of directors and are notified to the General Directorate in writing within a maximum of thirty days.
Resignation from Membership
Article 4 – Every member has the right to resign from the association, provided that he/she notifies in writing.
The resignation process is considered to be completed when the member’s resignation letter reaches the board of directors. Resignation from membership does not end the member’s accumulated debts to the association.
Removal from Membership
Article 5 – Situations that require removal from the association membership.
Acting contrary to the association statute,
Continuously avoiding assigned duties,
Failing to pay membership dues within six months despite written warnings,
Failing to comply with decisions made by the association bodies.
Losing the conditions for membership,
In case of detection of one of the above-mentioned situations, the membership may be removed by the decision of the board of directors.
Those who leave or are removed from the association are deleted from the membership registry and cannot claim rights in the association assets.
Association Bodies
Article 6 – The association bodies are shown below.
Form of Establishment of the General Assembly of the Association, Time of Meeting and Procedure of Call and Meeting
Article 7– The general assembly is the most authoritative decision-making body of the association and consists of members registered with the association. In the event that a branch of the association is opened, it consists of members registered at the headquarters and branches up to three branches; in the event that the number of branches is more than three, the members registered at the headquarters are transferred to the branches and consist of delegates elected at the general assemblies of the branches.
At the time specified in this statute, an ordinary meeting,
In cases where the board of directors or the audit board deems necessary or upon the written application of one fifth of the association members, an extraordinary meeting is called by the board of directors. If the board of directors does not call the general assembly to a meeting, upon the application of one of the members, the justice of the peace assigns three members to call the general assembly to a meeting.
The ordinary general assembly meets once every three years in May, at the day, place and time to be determined by the board of directors.
Call Procedure*
The board of directors shall prepare a list of members entitled to attend the general assembly in accordance with the association charter. Members entitled to attend the general assembly shall be invited to the meeting at least fifteen days in advance by announcing the date, time, place and agenda of the meeting in at least one newspaper or on the association’s website, by notifying them in writing, by sending a message to the e-mail address or contact number provided by the member or by using local publication tools. If the meeting cannot be held due to lack of a quorum, the day, time and place where the second meeting will be held shall also be specified in this invitation. The period between the first and second meetings shall not be less than seven days or more than sixty days.
If the meeting is postponed for a reason other than lack of a quorum, this situation shall be announced to the members in accordance with the procedure for calling the first meeting, stating the reasons for postponement. The second meeting must be held within six months at the latest from the postponement date. Members shall be invited to the second meeting in accordance with the principles specified in the first paragraph.
A general assembly meeting cannot be postponed more than once.
Meeting Procedure*
Voting and Decision-Making Procedures and Forms of the General Assembly
Article 8 – In the general assembly, unless otherwise decided, voting is done openly. In open voting, the method specified by the chairman of the general assembly is applied. In case of secret voting, the papers or ballot papers sealed by the chairman of the meeting are put into an empty container after the necessary actions are taken by the members and the result is determined by making an open list after the voting is completed.
General assembly decisions are taken by the absolute majority of the members attending the meeting. However, decisions to change the statute and to dissolve the association can only be taken by a two-thirds majority of the members attending the meeting.
Decisions Taken Without a Meeting or Without a Call*
Decisions taken with the written participation of all members without coming together and decisions taken by all members of the association coming together without complying with the call procedure written in this statute are valid. Making decisions in this manner does not replace an ordinary meeting.
Duties and Powers of the General Assembly
Article 9 – The following issues are discussed and decided by the general assembly.
Establishment, Duties and Powers of the Board of Directors
Article 10 -The board of directors is elected by the general assembly as five main and five substitute members.
The board of directors determines the chairman, vice chairman, secretary, treasurer and member by making a decision in its first meeting after the election.
If there is a vacancy in the main board membership due to resignation or other reasons, it is mandatory to call the substitute members to duty according to the order of the majority vote received in the general assembly.
Duties and Powers of the Board of Directors
The board of directors shall fulfill the following duties.
Establishment, Duties and Powers of the Board of Auditors
Article 11 – The audit board is elected by the general assembly as three main and three substitute members.
In case of a vacancy in the main membership of the audit board due to resignation or other reasons, it is mandatory to call the substitute members to duty in the order of the majority vote received in the general assembly.
Duties and Powers of the Audit Board
The audit board audits whether the association operates in line with the purpose and the work subjects specified to be carried out in order to achieve the purpose stated in the statute, whether the books, accounts and records are kept in accordance with the legislation and the association statute, in accordance with the principles and procedures determined in the association statute and at intervals not exceeding one year, and presents the audit results in a report to the board of directors and to the general assembly when it convenes.
The audit board may request that the general assembly be called to a meeting when necessary.
Sources of Income of the Association
Article 12 – The sources of income of the association are listed below.
Association Bookkeeping Principles and Procedures and Books to be Kept *
Article 13 – Bookkeeping principles;
Books are kept in the association according to the business account principle. However, if the annual gross income exceeds the limit specified in Article 31 of the Associations Regulation, books are kept according to the balance sheet principle starting from the following accounting period.
In case of switching to the balance sheet principle, if the limit specified above falls below two consecutive accounting periods, the business account principle can be returned to as of the following year.
Regardless of the limit specified above, books can be kept according to the balance sheet principle by the decision of the board of directors.
In case of opening a commercial enterprise of the association, books are also kept for this commercial enterprise in accordance with the provisions of the Tax Procedure Law.
Registration Procedure
The association’s books and records are kept in accordance with the procedure and principle specified in the Associations Regulation.
Books to be Kept
The following books are kept in the association.
Decision Book: The decisions of the board of directors are recorded in this book in date and number order and the decisions are signed by the members who attended the meeting.
Membership Record Book: The identity information of those who become members of the association, the dates of entry and exit from the association are recorded in this book. The entrance and annual membership fees paid by the members can be recorded in this book.
Document Record Book: Incoming and outgoing documents are recorded in this book with date and serial number. The originals of incoming documents and copies of outgoing documents are filed. Documents received or sent via electronic mail are stored by taking printouts.
Business Account Book: Income received and expenses made on behalf of the association are recorded in this book clearly and regularly.
Receipt Document Record Book: The serial and serial numbers of the receipt documents, the names, surnames and signatures of those who received and returned these documents and the dates they were received and returned are recorded in this book.
Fixed Asset Book: The acquisition date and method of the fixed assets belonging to the association, the places where they are used or given, and the deletion of those whose usage period has expired are recorded in this book.
It is not mandatory to keep the Receipt Document Record Book and Fixed Asset Book.
The books recorded in subparagraphs 1, 2 and 3 of paragraph (a) are also kept in the case of keeping books on the basis of balance sheet.
Day Book and General Ledger: The method of keeping these books and the recording method are made in accordance with the principles of the Tax Procedure Law and the General Communiqué on the Application of the Accounting System published based on the authority granted to the Ministry of Finance by this Law.
Certification of Books
The books that are mandatory to be kept in the association (except the General Ledger) are certified by the provincial association directorate or notary before they start to be used. The use of these books continues until their pages run out and no intermediate certification of the books is made. However, it is mandatory to have the Journal Ledger kept on the basis of balance sheet certified every year in the last month before the year in which it will be used.
Income Statement and Balance Sheet Preparation
In case of keeping records on the basis of business account, the “Business Account Table” (specified in ANNEX-16 of the Associations Regulation) is prepared at the end of the year (December 31). In case of keeping books on the basis of balance sheet, the balance sheet and income statement are prepared at the end of the year (December 31), based on the Accounting System Application General Communiqués published by the Ministry of Finance.
Association Income and Expense Transactions*
Article 14 – Income and expense documents;
Association income is collected with a “Receipt Document” (a sample of which can be found in ANNEX-17 of the Associations Regulation). In the event that the association income is collected through banks, documents such as a receipt or account statement issued by the bank replace the receipt document.
Association expenses are made with expense documents such as invoices, retail sales receipts, and freelance receipts. However, for the association’s payments within the scope of Article 94 of the Income Tax Law, an expense note is used as an expense document in accordance with the provisions of the Tax Procedure Law, and for payments not within this scope, documents such as an “Expense Receipt” or “Bank Receipt” (a sample of which can be found in ANNEX-13 of the Associations Regulation) are used as expense documents.
The free deliveries of goods and services to be made by the association to individuals, institutions or organizations are made with the “In Kind Aid Delivery Document” (a sample of which is provided in ANNEX-14 of the Associations Regulation). The free deliveries of goods and services to be made by individuals, institutions or organizations to the association are accepted with the “In Kind Donation Receipt Document” (a sample of which is provided in ANNEX-15 of the Associations Regulation).
These documents are printed in the form of bindings consisting of fifty original and fifty stub leaves with consecutive serial and sequence numbers, in the form and size shown in Annex-13, Annex-14 and Annex-15, or in the form of a form or continuous form to be printed by electronic systems and typewriters. The documents to be printed in the form or continuous form must be of the specified quality.
Receipt Documents
The “Receipt Documents” (in the form and size shown in ANNEX-17 of the Associations Regulation) to be used in the collection of the association’s revenues are printed in the printing house by the decision of the board of directors.
The relevant provisions of the Associations Regulation shall be followed in matters related to the printing and control of receipts, receipt from the printing house, recording in the book, transfer between the old and new treasurers, and the use of these receipts by the person or persons who will collect income on behalf of the association with the receipt and the delivery of the collected income.
Certificate of Authority
The person or persons who will collect income on behalf of the association, excluding the main members of the board of directors, shall be determined by the decision of the board of directors, by specifying the period of authority. The “Certificate of Authority” containing the clear identity, signature and photographs of the persons who will collect income (included in Annex-19 of the Associations Regulation) shall be prepared by the association in two copies and approved by the chairman of the association’s board of directors. Main members of the board of directors may collect income without an authorization certificate.
The term of the certificates of authority shall be determined by the board of directors as a maximum of one year. Expired certificates of authority shall be renewed in accordance with the first paragraph. In cases where the authorization certificate expires or the person for whom the authorization certificate was issued leaves office, dies, or is terminated from his/her job or duty, the authorization certificates issued must be delivered to the association’s board of directors within one week. In addition, the revenue collection authority may be revoked at any time by the decision of the board of directors.
Storage Period of Income and Expense Documents;
Except for the books, receipts, expenditure documents and other documents used by the association shall be kept for 5 years in accordance with the number and date order in the books in which they are recorded, without prejudice to the periods specified in special laws.
Submission of Declaration*
Article 15 – The “Association Declaration” regarding the association’s activities for the previous year and the results of its income and expenditure transactions as of the end of the year (presented in ANNEX-21 of the Associations Regulation) is submitted to the relevant provincial administration authority by the association president within the first four months of each calendar year after being approved by the association’s board of directors.
Notification Obligation*
Article 16 – Notifications to be made to the provincial administration;
General Assembly Result Notification
Within thirty days following the ordinary or extraordinary general assembly meetings, the General Assembly Result Notification (included in Annex-3 of the Associations Regulation) including the principal and substitute members elected to the boards of directors and audit boards and other bodies shall be submitted to the provincial administration. In case of a change in the statute at the general assembly meeting; the general assembly meeting minutes, the old and new versions of the amended articles of the statute, the final version of the association statute signed by the absolute majority of the board members on each page shall be submitted to the provincial administration within the period specified in this paragraph and with a letter attached.
Notification of Immovable Properties
The immovable properties acquired by the association shall be notified to the provincial administration by filling out the “Immovable Property Notification” (presented in Annex-26 of the Associations Regulation) within thirty days from their registration in the land registry.
Notification of Receiving Aid from Abroad
In case the association receives aid from abroad, the “Notification of Receiving Aid from Abroad” (specified in ANNEX-4 of the Associations Regulation) is filled out and notified to the provincial administration authority before receiving aid.
It is mandatory to receive cash aid through banks and fulfill the notification requirement before using it.
Notification of Changes
Changes in the location of the association (specified in ANNEX-24 of the Associations Regulation) are notified to the provincial administration authority within thirty days following the change by filling out the “Notification of Change in Location of Association”; changes in the association bodies outside the general assembly meeting (specified in ANNEX-25 of the Associations Regulation) are notified to the provincial administration authority within thirty days following the change.
Changes made to the association’s bylaws are also notified to the provincial administration authority within thirty days following the general assembly meeting where the bylaws were changed, in the annex of the general assembly result notification.
Internal Audit of the Association
Article 17– An internal audit can be conducted by the general assembly, board of directors or audit board of the association, or an audit can be conducted by independent auditing institutions. An audit conducted by the general assembly, board of directors or independent auditing institutions does not eliminate the obligation of the auditing board.
The audit of the association is conducted by the auditing board at least once a year. The general assembly or the board of directors can conduct an audit or have an audit conducted by independent auditing institutions when deemed necessary.
Association Borrowing Procedures
Article 18 – The association may borrow money, if necessary, by the decision of the board of directors, in order to achieve its purpose and carry out its activities. This borrowing may be made in cash as well as for the purchase of goods and services on credit. However, this borrowing cannot be made in amounts that cannot be covered by the association’s income sources and in a manner that will cause the association to have difficulty in paying.
Establishment of Branches of the Association
Article 19 – The association may open branches in places deemed necessary by the decision of the general assembly. For this purpose, the board of founders of at least three people authorized by the association’s board of directors shall submit the branch establishment notification and necessary documents specified in the Associations Regulation to the highest civil authority of the place where the branch will be opened.
Duties and Authorities of Branches
Article 20 – Branches are internal organizations of the association that do not have legal personality, have the duty and authority to carry out autonomous activities in line with the association’s purpose and service subjects, and are responsible for all receivables and debts arising from its transactions.
Branch Bodies and Provisions Applicable to Branches
Article 21 – The branches’ bodies are the general assembly, the board of directors and the audit board.
The general assembly consists of the registered members of the branch. The board of directors consists of five main and five substitute members, and the audit board consists of three main and three substitute members, and is elected by the branch general assembly.
The duties and authorities of these bodies and other provisions regarding the association in this statute are also applied to the branch within the framework stipulated by the legislation.
Time of General Assemblies of Branches and How to Represent at the General Assembly of the Headquarters
Article 22 – Branches must conclude their ordinary general assembly meetings at least two months before the general assembly meeting of the headquarter.
The ordinary general assembly of branches shall meet once every three years, in September, at a day, place and time to be determined by the branch board of directors.
Branches must submit a copy of the general assembly results notification to the provincial administration authority and the association headquarters within thirty days following the date of the meeting.
Branches have the right to participate in the general assembly of the headquarter with the direct participation of all members in the general assembly of the headquarter until the number of branches reaches three; if the number of branches exceeds three, one (1) for every twenty (20) members registered in the branch, and one for each of these members if the remaining number of members exceeds 10, through delegates to be elected at the branch general assembly.
The delegates elected at the last branch general assembly participate in the general assembly of the headquarter. The members of the headquarters management and audit board participate in the headquarters general assembly, but cannot vote unless they are elected as delegates on behalf of the branch.
Those who are on the management or audit board of the branches leave their positions in the branch when they are elected to the headquarters management or audit board.
Opening a Representative Office*
Article 23 – The association may open a representative office in places it deems necessary, with the decision of the board of directors, in order to carry out the activities of the association. The address of the representative office shall be notified in writing to the local civil administration authority by the person or persons appointed as representatives by the decision of the board of directors. The representative office shall not be represented in the general assembly of the association. Branches cannot open a representative office.
How to Amend the Bylaws
Article 24 – Bylaws can be amended by a decision of the general assembly.
In order to amend the bylaws at the general assembly, a 2/3 majority of the members who have the right to attend and vote at the general assembly is required. If the meeting is postponed due to lack of a majority, a majority is not required at the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the management and audit boards.
The decision majority required for an amendment to the bylaws is 2/3 of the votes of the members who attend the meeting and have the right to vote. Voting for an amendment to the bylaws at the general assembly is open.
Dissolution of the Association and Method of Liquidation of Assets
Article 25 – The general assembly may decide to dissolve the association at any time.
In order for the issue of dissolution to be discussed at the general assembly, a 2/3 majority of the members who have the right to attend and vote at the general assembly is required. In the event that the meeting is postponed due to lack of a majority, a majority is not required at the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the board of directors and audit committees.
The majority required for the dissolution decision to be taken is 2/3 of the votes of the members who attend the meeting and have the right to vote. The voting for the dissolution decision at the general assembly is open.
Liquidation Procedures
When the general assembly decides to dissolve, the liquidation of the association’s money, property and rights is carried out by the liquidation committee consisting of the last board members. These procedures begin as of the date the general assembly decision regarding dissolution is taken or the date on which the automatic termination becomes final. During the liquidation period, in all transactions, the liquidation board of the association, “In Liquidation, Laughing Improves Association” is responsible and authorized to complete the liquidation procedures of the association’s money, property and rights from beginning to end in accordance with the legislation. This board first examines the association’s accounts. During the examination, the association’s books, receipts, expenditure documents, title deeds and bank records and other documents are determined and its assets and liabilities are recorded in a report. During the liquidation procedures, the association’s creditors are called and its assets, if any, are converted into cash and paid to the creditors. If the association is a creditor, the receivables are collected. After the collection of receivables and payment of debts, all remaining money, property and rights are transferred to the place determined by the general assembly. If the place to be transferred is not determined by the general assembly, it is transferred to the association that is closest to the association’s purpose in the province where it is located and has the most members on the date of dissolution. All liquidation-related transactions are shown in the liquidation report and the liquidation transactions are completed within three months, except for additional periods granted by the provincial administration authorities based on a justified reason.
Following the completion of the liquidation and transfer transactions of the association’s money, property and rights, the liquidation committee must notify the provincial administration authority of the place where the association’s headquarters is located in a letter within seven days and the liquidation report must be attached to this letter.
The members of the last board of directors are responsible for keeping the association’s books and documents as the liquidation committee. This duty can also be assigned to a board member. The storage period for these books and documents is five years.
Lack of Provision
Article 26 – In matters not specified in this statute, the provisions of the Law on Associations, the Turkish Civil Code, the Regulation on Associations issued pursuant to these laws and other relevant legislation on associations shall apply.
Temporary Article 1-* Until the association bodies are formed in the first general assembly, the members of the temporary board of directors who will represent the association and carry out the work and transactions related to the association are specified below.
This statute consists of 26 (Twenty-Six) articles and 1 (One) temporary article.