CHARTER of the EXPERT ACCOUNTANTS' ASSOCIATION OF TURKEY
SECTION – 1
GENERAL PROVISIONS:
ASSOCIATION’S NAME:
ARTICLE 1 – The Association is named the “CHARTER of the EXPERT ACCOUNTANTS' ASSOCIATION OF TURKEY”.
HEADQUARTERS:
ARTICLE 2 – The Association’s headquarters are in İstanbul. It is based at the following address: Hüsrev Gerede Cad. No:21 Yusuf Bey Apt. Kat:1 Daire 2 Teşvikiye.
PURPOSE, ACTIVITIES AND FOUNDERS
ARTICLE 3 –
A) Purpose: The foundation’s purpose is to carry out the following: the support of qualified accountants in every sphere, both private and official, and at a variety of levels; the professional development of current accountants; involvement in and use of detailed management and analysis of accountancy-related information; the organisation and advancement of the profession of accountancy; ensuring members’ cultural, social and economic development and the protection of their rights and benefits.
B) Activities: In order to realise its purpose, the Association carries out the following activities:
a) To carry out research and to have research carried out on accountant requirements and a variety of accountancy-related subjects.
b) To organise conferences and seminars on the subject of accountancy
c) To issue publications on the subject of accountancy
d) To organise accountancy congresses
e) The support of accountants, the founding and development of education and research establishments in line with the Association’s purpose and the support of similar institutions.
f) The creation of certificates within the field of accountancy and the issue of such certificates in accordance with the regulation to be drawn up.
g) To cooperate with domestic accountancy-related Associations, institutions and education establishments.
h) To identify, establish and promote the professional and moral accountancy dimension and its principles
i) To provide accountancy-related legislators and executive organs and enterprises with studies and reports
j) To cooperate with accountancy-related institutions active abroad. To become members of federations and to become founding members of newly established accountancy-related institutions abroad
C) Founders: The names, surnames, professions and residential addresses of the founders, all of whom are citizens of the Republic of Turkey, are as follows:
ASSOCIATION’S FOUNDERS
Name and Surname Profession Residence
Abdullah AKER Education Ministry: Professional Ankara Yenişehir Sok.No.5
Trade Education Directorate
Ali ALAYBEY Finance Account Expert İstanbul Cihangir Bureau Chief Soğancı Sok.
Cihangir Palas No:3
Cemil PARMAN Sümerbank Account Expert Ankara Yenişehir Atatürk
Bulvarı 133 D:2
Faik SOMER Qualified Financial Advisor İstanbul Bomonti
Economics and Trade School Silahşör Cad.No:14/16
Financial Accounts Instructor
Faruk ALANORA Takas Ltd. Sti. İstanbul, Taksim
Accountant Sıraselviler Soğancı Sok:14
İsmail OTAR Trade Office İstanbul Fatih Eski Ali P.C.
Chief Accountant No:3
İsmet ALKAN Advanced Finance and Trade İstanbul Vezneciler Letafet
School and Finance Faculty Apt.No:3
Instructor
Nihat KİVER Sümerbank Senior Inspector İstanbul, Taksim
Economics and Trade School Abdülhakhamit Cad.
Accountancy Instructor Gün Apt.D:5
Osman FİKRET Doğan Sigorta Sti. Fen İstanbul, Şehremini
ARKUN Senior Consultant Finance Taşkasap Özbek Süleyman
And Trade School Sok. No:8
Accountancy Instructor
Rasim SAYDAR Finance Ministry Advisor İstanbul, Vezneciler
Account Instructor Ahmet Şuayip Sok.No:31
Senior Finance and Trade
School Accountancy Instructor
Recep AYDIN Milli Reasürans T.A.Ş. İstanbul, Fatih, Fevzipaşa
Accountant Cad.No:17/4
Zihni BAYO Trade Office Delivery Chief İstanbul, Fatih Hafızpaşa
Cad. Silistre Sok. No:4
Sadık BİGAT Trader İstanbul, Maçka Bronz
Sok. Başarı Apt:4
Celal ATASOY T. İş Bankası İstanbul İstanbul Sultanahmet
Branch Accountant Kabasakal Apt. No:14
MEMBERSHIP:
ARTICLE 4 –
The Association has two types of membership:
A - Principal
B - Honorary
A) Principal Membership: Real persons who accept the purposes of the Association and who are entitled to civil rights can be members of the Association under the following conditions:
a) A graduate of an economics, finance, trade or law university department.
b) Nomination by two principal members and related accountancy expertise being acknowledged by the Executive Board.
B) Honorary Membership: Honorary membership can be granted to the real persons among academic and business circles who provide or who are likely to provide financial and moral Support to the Association with Executive Board decision.
HOWEVER:
Even if subject to amnesty, those convicted of the following crimes shall not be admitted to the Association:
a) Crimes such as embezzlement, defalcation, imposture, bribery, fraud, abuse of belief, fraudulent bankruptcy, smuggling crimes outside usage and consumption, rigging official tenders and purchase/sales,
b) Crimes stated in the first chapter of the second book of Turkish Penal Code, or provoking the perpetration of these crimes overtly,
c) Provoking overtly hatred and animosity by discrimination of class, race, language, sect or region stated in the second paragraph of Article 31 of Turkish Penal Code, crime of false coining stated in articles 316, 317 and 318 of the same law,
d) Acts stated in the first, second and third paragraphs of Article 536 of Turkish Penal Code and first, second, third, fourth and fifth paragraphs of Article 537 of the same law committed with political and ideological purposes
e) Serious penal crimes, or crimes requiring five or more years' imprisonment excluding offenses of negligence.
TERMINATION OF PRINCIPAL MEMBERSHIP
ARTICLE 5 – Principal membership is terminated under the following circumstances:
a) Any member can leave the Association by notifying the Executive Board in writing.
b) An Executive Board decision can be used to revoke the memberships of those who:
1- are proved to have committed a fraudulent act.
2- have been convicted of a crime.
3- have lost the entitlement to their civil rights.
c) The membership of those who commit separatist acts or acts contrary to the purpose of the Association, those who perform acts or conducts which require expulsion from the Association in the Professional ethics regulation is revoked by the disciplinary committee.
d) The person expelled from membership can apply to the General Assembly against the decision. Termination of membership does not preclude payment of annual fee related to that year.
PART 2:
ORGANS OF THE ASSOCIATION AND ORGANISATIONS
ARTICLE 6 – Organs of the Association
a) General Assembly
b) Executive Board
c) Executive Committee
d) Auditing Committee
e) Discipline Committee
ARTICLE 7 – The General Assembly is formed of the principal members of the Association. Each member has one vote in the General Assembly.
MEETING TIME – QUORUM AND CHAIRMAN’S COUNCIL
ARTICLE 8 – The Ordinary General Assembly convenes biannually in February upon the summons of the Executive Board.
The Executive Board arranges the list of members who are qualified to join the General Assembly in accordance with the Association Charter. Members to attend the General Assembly are invited to the meeting by notification of the day, hour, place and agenda in a local newspaper with at least 15 days’ notice. In the event that meeting cannot be held due to not meeting the quorum, the day of the second meeting is also stated. The time between the first and second cannot be less than one week.
The day, hour, place and agenda of the meeting are notified in writing to the highest administrative official in the region within at least 15 days’ notice and an attendance list is also attached to this writing.
If the meeting is postponed for another reason, the situation is announced to the members in the newspaper in which the first announcement was published, including the reason for postponement. The second meeting has to be held within at most two months of the postponement date.
Members are invited to the second meeting according to the principles stated in the first paragraph, and the meeting is notified to the highest administrative official in the region according to the second paragraph principles.
The General Assembly meeting cannot be postponed more than once. The General Assembly can also convene extraordinarily in cases when the Executive Board and Auditing Committee deems necessary, or upon written request of at least one-fifth of Association members.
In the event that a call for convening of the General Assembly is not made upon the request of the Auditing Board or one-fifth of the Association members, upon the request of the Auditing Board or any of the members who had submitted request for convention of the General Assembly, the local civil court of peace can hold a hearing and delegate a three-person group among Association members for the calling for convention of the General Assembly.
Members who will join the General Assembly sign the line next to their names in the list to be prepared by the Executive Board and go to the meeting place. If the quorum is met, the status is recorded in the minutes. The minutes are signed by the Executive Board.
The General Assembly is opened by the Chairman of the Association, or deputy Chairman, or a member of the Executive Board to be delegated by the Executive Board. Following the opening, a Chairman, a deputy Chairman and sufficient number of treasurers are elected with majority voting of those present there.
DUTIES AND POWERS
ARTICLE 9 – The General Assembly is the highest organ of the Association, it draws upon the powers granted by the laws and those not granted to other organs by the statute of the Association. In the General Assembly meeting, only the issues on the agenda are discussed. However, the issues which are requested to be discussed by at least one-10th of the members present in the meeting have to be put on the agenda. The following issues are discussed and concluded by the General Assembly.
a) Discussion of Executive and Audit Committee reports, release of the committees,
b) Acceptance of the budget as is or by modifications prepared by the Executive Board
c) When necessary, forming the commissions related to agenda topics,
d) Electing the Executive Board, Auditing Committee, Disciplinary Committee members and reserve members,
e) Giving directives to the Executive Board in terms of attaining the goals and objectives,
f) Changing the charter of the Association,
g) Authorisation of the Executive Board in the subject of purchasing necessary real property and sales of current property,
h) Review of applications against expulsion decisions, conclusion thereof,
i) Deciding for dissolution and liquidation of the Association, forming the liquidation commission and deciding as to which entity the balance should be transferred to after liquidation
j) Execution of other tasks prescribed in the legislation and charter of the Association.
QUORUM FOR DECISION
ARTICLE 10 – Decisions are adopted with simple majority and an open vote. Election of the organs is made with closed voting. The vote of two-thirds of those present at the meeting is required for changing the charter and dissolution of the Association decisions.
Texts of the decisions are distributed to all members within at most one month.
II- EXECUTIVE BOARD:
FORMATION:
ARTICLE – The Executive Board comprises 15 principal and 15 reserve members who are elected for a period of two years among principal members by the General Assembly.
The Executive Board elects a Chairman, a deputy Chairman and a bookkeeper member from among its members.
If the number of members falls below half the full member number following replacement of vacant principal member positions by reserves, the General Assembly is convened by the existing Executive Board members or the Auditing Committee within one month.
MEETING TIME AND QUORUM
ARTICLE 12 – The Executive Board convenes upon the call of the President and Executive Committee with simple majority of members as the quorum, discusses the agenda topics and concludes them.
Members who do not attend two successive meetings without acceptable excuse, or who do not attend four meetings during their tenures are considered to have resigned.
DUTIES AND POWERS
ARTICLE 13 – The Executive Board discusses the agenda topics prepared by the Executive Committee and concludes them.
Principal duties and powers of the Executive Board are as follows:
a) Deciding for Ordinary or Extraordinary General Assembly meetings and preparation of the agenda
b) Accepting the regulations explaining the application of the Charter,
c) Preparation of the budget and submission to the General Assembly,
d) Discussing the working report of the Executive Committee and concluding it,
e) Selecting the members of the Executive Committee and
f) Giving directives to the Executive Committee,
g) Making transfer across budget phases provided that they do not exceed 5% of each phase
h) Appointing the General Secretary upon the proposal of the Executive Committee,
i) Founding expertise committees where necessary.
Decisions are adopted with open voting and simple majority.
III – EXECUTIVE COMMITTEE:
ESTABLISHMENT:
ARTICLE 14 – The Executive Committee comprises one of the Deputy Chairmen selected by the Executive Board to represent it, three Executive Board members or reserves in the case of excuses, and the General Secretary or its representative in the case of its absence.
The Chairman of the Executive Board can preside over the meeting of the Executive Committee if they wish.
MEETING TIME – QUORUM
ARTICLE 15 –
The Executive Committee convenes once a month upon call of the Secretary General and concludes the topics in its agenda. Members who do not attend two successive meetings or six meetings in a year without acceptable excuse are considered to have resigned.
DUTIES AND POWERS
ARTICLE 16 – The Executive Committee implements the decisions adopted by the General Assembly or the Executive Board. It engages in activities and initiatives to realise the Association's purpose. In addition;
a) It represents the Association before public or private authorities, regarding professional, administrative and legal and financial matters.
b) It calls the General Assembly for ordinary or extraordinary meeting and prepares the agenda.
c) It prepares the regulations explaining the application of the Charter, staff positions, working programmes, and submits those for approval and review of the Executive Board.
d) It prepares the budget and submits it to the Executive Board.
e) It submits to the Executive Board the working and account report, obtains approval.
f) It ensures that records necessary to be kept according to law and the Charter are kept, and records are proper and regular.
g) It ensures that the Association revenue is collected; it makes required expenses under the budget.
h) It is involved in appointment, promotion and other personal matters of the Association staff and resolves them.
DECISIONS:
ARTICLE 17 – The Executive Committee adopts decisions with simple majority. Decisions are written in the decision book of the Executive Committee and signed by the members. Opposing members are entitled to state opposition comments.
AUDIT COMMITTEE
ESTABLISHMENT:
ARTICLE 18 – The Audit Committee comprises three principal and three reserve members selected by the General Assembly. Principal members elect a Chairman and a Reporter among themselves. Tenure of the members is two years.
DUTIES AND POWERS
ARTICLE 19 –
a) It reviews where necessary the books, transactions, accounts of the Association, and whether the expenses are based on the decisions and supporting documents. If necessary, it can request explanation from the Executive Board and the Executive Committee.
k) It communicates the results of the biannual administrative and financial audits to the General Assembly with a report.
l) It reports to the Executive Board or the organ appointed by the Executive Committee which requests investigation.
V – DISCIPLINARY COMMITTEE
ESTABLISHMENT:
ARTICLE 20 – The Disciplinary Committee comprises five principal and five reserve members selected by the General Assembly.
Principal members elect a Chairman, and a Reporter among themselves. The tenure of the members is two years.
MEETING TIME AND MEETING PROCEDURE
ARTICLE 21 – The Disciplinary Committee meets to address the issues coming from the Executive Board, The Executive Committee and The Auditing Committee. Meetings of the committee are confidential.
The Disciplinary Committee addresses the issue in the week following the call and concludes the matter without delay. Decisions are adopted with closed voting.
DUTIES AND POWERS
ARTICLE 22 – It reviews whether members have acted in contravention of the purposes of the Association, it communicates a warning or penalty regarding those who are fond to have done so. It can propose to the Executive Board that the members in question be expelled.
PART 3:
ASSOCIATION CHAIRMAN:
ARTICLE 23 – The Chairman of the Executive Board is also the Chairman of the Association. The Chairman represents the Association in the country in this capacity. In the case of his absence, one of the Deputy Chairmen represents the Association.
Authority to deliver an official statement on behalf of the Association belongs to the Chairman or in his absence, to one of the Deputy Chairmen delegated by him.
The Chairman can make expenses up to TL50,000 if necessary. However, he has to declare the expense he made by his own decision at the next Executive Committee meeting.
PART 4:
SECRETARY GENERAL:
APPOINTMENT:
ARTICLE 24 – The Executive Board appoints, decides the salary of, and when necessary the promotion of the Secretary General according to the staff positions and budget.
DUTIES AND POWERS
ARTICLE 25 – Duties and powers of the Secretary General are given below:
a) To run the Association office, to exchange all kinds of letters, to collect information and statistics, to watch and compile related broadcasts and inform the Executive Committee about them,
b) To monitor the organisation’s operations and keep close watch on these operations and inform the Executive Committee on the matter,
c) Preparing the agenda of the Executive Committee by determining issues to be discussed and to call the committee for an emergency meeting when necessary,
d) To inform the Executive Committee about the current situation of the balance every three months,
e) To make sure that the contribution and other incomes are collected on time and seek new income sources for the Association.
f) To provide new members,
g) To use other powers and to fulfil duties given by other articles of the Charter and will be given by regulations.
SECTION 5:
FINANCIAL CLAUSES:
ASSOCIATION INCOME:
ARTICLE 26 – Income of the Association is given below.
a) Entrance Contribution: Will be paid while becoming a member and will be determined by the General Assemblies without exceeding TL40,000,000 (forty million).
b) Annual Contribution: Will be paid by the members annually and will be determined by the General Assemblies without exceeding TL40,000,000 (forty million).
c) Incomes gained from all kinds of operations that the Association can perform in accordance with the Law and Charter of the Association
d) Assets incomes and donations.
COLLECTION
ARTICLE 27 – Incomes are collected with a receipt and costs are paid with an expense document. Officials of these documents are used. If those officials can not be provided, a private receipt can be used by having it approved by the biggest civilian authority. Those private documents cannot be used when official documents are provided. In the receipt there is a full identity and a signature of the donor or payer. Staff to collect donations and payments are determined by the Administrative Board and the decision is approved by the highest administrative official.
TIMING OF PAYMENTS:
ARTICLE 28 – A written caution will be issued to members failing to pay the annual fee and other agreed financial commitments on time. Those who ignore the caution and continue not to pay will be ejected from the Association.
EXPENSES:
ARTICLE 29 – The Association’s expenses are paid according to the budget approved by the Executive Committee.
Representatives cover their current expenses with advances from the Executive Committee according to the budgeted allowance.
All expenses require supporting documentation.
BINDING AUTHORITY
ARTICLE 30 – Binding authority is provided by the signature of the Association Chairman and one member of the Executive Committee or the joint signatures of two Executive Committee members
ASSOCIATION’S RECORDS AND DOCUMENTS:
ARTICLE 31 – The Association keeps the following written records.
a) Membership record ledger,
b) Executive board decision register,
c) Executive committee decision register,
d) Income and expenditure record,
e) Incoming and outgoing communications record,
f) Budget, final accounts and balance sheet,
g) Minutes of the General Assembly,
h) Inventory,
All these records are to be notarised.
SECTION 6:
VARIOUS CLAUSES:
SECRETARY GENERAL:
ARTICLE 32 – In accordance with the provisions of Article 24, in cases where a full-time Secretary General cannot be found, a part-time occupancy of the position may be agreed. If this does not prove possible then this responsibility should be assigned to a member of the Executive Committee.
DISSOLUTION OF ASSOCIATION:
ARTICLE 33 – The General Assembly can give the decision for the Association’s dissolution. Either the Executive Board, Auditing Committee or one-fifth of the Association’s members are required to notify all members of their request for dissolution 15 days ahead of the General Assembly. In order for the dissolution decision to be given, in accordance with this charter a quorum of two-thirds of the General Assembly is required. The most senior administrative official should be notified in writing by the Executive Board within five days of the Association’s dissolution.
In the event of the decision to dissolve the Association being made or of its dissolution, the General Assembly is to elect a three-person commission to carry out an inventory of the Association’s funds and assets.
All the Association’s funds and assets are to be transferred to the İstanbul Modern Accountants’ Foundation.
SECTION 7:
PROVISIONAL CLAUSES
ARTICLE 34 – Matters not within the scope of this charter are enforced by Association Law No. 2908.
ARTICLE 35 – INTERNAL AUDIT
The purpose shown by this charter and the work aiming toward the realisation of the goal of a unity of vision among members by means of this charter are ensured by the General Assembly’s management and proposals for works aimed at consensus and this responsibility.