STATUTES OF THE SWISS CHAMBER OF COMMERCE IN TURKEY
(SCHWEIZER HANDELSKAMMER IN DER TURKEI)
Name of the Association and Principal Offices
The name of the Association is “Türkiye’de Isviçre Ticaret Odasi” [“The Swiss Chamber Of Commerce In Turkey”] (Schweizer Handelskammer In Der Turkei) and its principal offices are in Istanbul.
Objectives of the Association
Without having the intention of gaining profit,
- Encouragement of the commercial relationships between the states of Turkey and Switzerland by conducting research for sale possibilities and finding new sale areas (services of providing information for procurement and sale of goods).
- Conducting an effective propaganda in both countries, for capital investments as well as export and imports,
- Introducing mutual decisions, giving reports regarding the economy, encouragement of tourism and similar activities,
- Giving economic, commercial, and legal information and consulting on all questions related to commerce, professional activities and industry,
- Protecting all interests of its members, Accepting the duty of escrow, providing information regarding payment ability, Providing customer control, interfering with disputes upon request and settle such based upon the offer of the arbitration committee consisting of 4 to 6 arbitrator including a chairman and members,
- Intervening about suitable commercial or industrial representatives,
- Giving advice regarding supervisor companies for the imports to be made from Switzerland and exports to be made to Switzerland.
Conditions of Operations of the Association and International Cooperation Authority
The Association is authorised to realise international cooperation pursuant to the Decree No 87/11473 of the Council of Ministers dated 3.2.1987. In accordance with such authorisation, [the Association] attempts to realise its objectives and purpose by establishing close relationships with the organisations operating under similar objectives in Switzerland or other foreign countries which are carrying out activities compatible with the activities of the Association and supplementing such.
The Association provides its services especially to its members and to all public, private, and economic organisations located within Turkey and abroad.
The Association has the right to collect the expenses incurred as the result of the services rendered to the members. Non-members may also benefit from the services of the Association. However, they are required to pay for the expenses incurred for such purpose.
The Association is not, in any way, a branch of any organisation or institutions in Turkey and/or abroad and may not be involved in activities beyond the objectives set out hereinabove, especially, it may not be involved in politics.
Revenues of the Association
Revenues of the association mainly consist of the following:
- Annual membership fee and entrance fee to be determined at the General Assembly,
- All kinds of donations and charitable gifts,
- Revenues derived from social activities,
- Interest accrued on the negotiable instruments and cash under the possession of the Association and agios, rents of the immovables,
- Amount of the entrance and annual fees of the members will be assessed at the beginning of each year. The members joining the association in the second half of the year shall pay half of the annual fee.
- At the end of each calendar year, an annual report issued by the Board of Directors shall be presented to the members providing information regarding the activities of the association, the balance sheet, the expenditures and the moveable and immovable assets.
- At the beginning of each term of duty, the Board of Directors prepares the budget for the term and submits it to the approval of the General Assembly.
- The Association may establish encumbrances based on “rights in rem” on its immovable assets and may discharge such encumbrances and may accept encumbrances based on “rights in rem”.
The Association has principal and honorary members. Principal Members consist of individuals. Represented by institutions ???? [Institutions are represented by individuals ????]
Such persons may become principal members if they are:
- Carrying out activities in trade and industry, or
- Having closeness to trade and industry and having professorships at the universities and owning trade, finance, industry, tourism or service organisations and carrying activities in such fields, and
- Entitled to benefit from the civil rights.
- It is essential that they should be accepted as a member with the 3/4 majority of the Board of Directors.
- The members so elected undertake to pay the admission fees and the annual fees in advance and without delay and comply with the provisions of the Association.
- Founders of the Association are the principal members
Individuals may become honorary members if they carried out an activity suitable for the objectives of the Association and if they are so elected with 3/4 majority of the Board of Directors.
Bodies of the Association
Bodies of the Association consist of the following:
- General Assembly
- Board of Directors
- Board of Auditors
Ordinary General Assembly convenes once in every two year within 3 months following the calendar year.
Extraordinary General Assembly may be convened for a meeting by the Board of Directors at any time for any reason deemed important by it. General Assembly may be convened for a meeting upon request of the Board of Auditors or upon written application in a predetermined form by at least one fifth of the active members. Such a request shall be complied with by inviting the General Assembly for a meeting within 4 weeks.
The location, time and agenda of the General Assembly shall be announced in a local newspaper at least fifteen days before the date of the General Assembly meeting. The agenda of the General Assembly is determined by the Board of Directors. However, upon request of one tenth of those present at the meeting, additional items will be added to the agenda.
At the ordinary meetings of the General Assembly:
- Election of the 11 principal and 11 substitute members of the Board of Directors,
- Election of the 3 principal and 3 substitute members of the Board of Auditors,
- Acceptance of year end accounts and release of the Boards of Directors and Auditors,
- Acceptance of the new term activity report and budget,
- Authorising the Board of Directors to purchase and sell moveable and immovable assets to meet the needs of the Association and to establish and discharge rights “in rem” on such,
- For the matter indicated under Article 26 of the Law No 2908, resolutions are adopted with the affirmative votes of two third of those present at the meeting.
The Extraordinary General Assembly is authorised to adopt a resolution with two third majority for each matter contemplated under Law No 2908.
The General Assembly convenes with the simple majority of the members entitled to participate in the General Assembly.
In the event that such [quorum] is not available at such first meeting, no majority will be required at the second meeting which will be convened at least one week later following the first meeting. Pursuant to Article 23 of the Associations Law, “the number of members present at such second meeting may not be less than two times the total of number of members of the Boards of Directors and Auditors of the association”.
The Board of Directors
The Board of Directors shall consist of 11 members elected by the General Assembly. The members shall distribute the duties among themselves and elect 1 Chairman, 3 Deputy Chairmen, 1 Secretary General, and 1 accountant member.
The Board of Directors is elected by the General Assembly for the term of two years.
The Board of Directors represents the Association and shall perform the duties envisaged under the Associations Law.
The Board of Directors is authorised to convene a meeting and adopt a resolution when at least 6 members are present. The resolutions are adopted with the majority of the members. In case of equality of the votes, the offer of the side, in which the Chairman’s vote is cast, is accepted.
The Board of Directors resolves all disputes and disagreements in the Association within the framework of its integrity of authority.
Chairman of the Association
The Chairman represents and binds the Association against the outside, together with the Board of Directors. S/he is solely authorised to affix signature. In case of his/her absence, s/he may be represented by a Deputy Chairman.
Appointment of Personnel
The Board of Directors appoints the necessary personnel. The Association personnel serve in return of salary.
The services of the Chairman, Deputy Chairmen, Members of the Board and Auditors are honorary [free]. Such officers may be re-elected upon the end of their term of service.
Books of the Association
The Association keeps the following books provided that such should be certified by a notary public:
- Members Registry Book,
- Resolution Book,
- Incoming and outgoing documents book,
- Income and expense book
- Budget, final account and balance sheet book
- Fixed assets book,
- Money collection and payments are made against receipts in accordance with the procedures set out under the laws and legislation.
The Board of Directors of the Association is responsible for duly keeping the books and collection/payment records.
Formation of Branch Offices, Bodies, Authorities and Responsibilities Thereof
The Board of Directors of the Association may open branch offices pursuant to provisions of the Associations Law, in locations and at times it deems necessary and may decide to merge or liquidate existing branch offices.
B. BODIES OF THE BRANCH OFFICES
It is essential that at each branch, a Branch General Assembly, Branch Board of Directors and a Branch Board of Auditors should be formed.
- Branch General Assembly
Branch General Assembly consists of the members registered in the branch office and provisions of this Association Statutes regarding duties, authorities, and meeting procedures of the General Assembly, except for Article 8, shall also be applicable for the activities of the Branch General Assembly.The Board of Directors of the Association is authorised to convene the Branch General Assembly for an extraordinary meeting at any time. In such case, the agenda of the Branch General Assembly will be determined by the Board of Directors of the Association.
- Duties of the Branch Board of Directors
With regard to duties, authorities and activity principles of the Branch Board of Directors, the provisions of the Statutes of the Association regarding the Board of Directors of the Association shall be applicable, provided that the principles in this Article are reserved.
- Duties of the Branch Board of Directors- Representing the branch
– Carrying out the transactions of the branch in accordance with the general activity principles determined and set by the Board of Directors of the Association
– Organizing activities in compliance with the objectives of the Association
– Organizing activities among the members of the Branch office
– Ensuring that the books and records required to be kept by the branch office are kept
– Performing other duties vested by the Statutes of the Association to the Board of Directors of the Association on behalf of the branch
– Ensuring that the participation amounts payable to the principal offices of the Associations are paid within the period determined by the Board of Directors or General Assembly of the Association
- The Branch Board of Directors convenes at least once in a month and the resolutions adopted with majority decisions are recorded in the resolution book, signed and a copy thereof will be sent to the Board of Directors of the Association.
- Accepting members to the Association and expelling from membership will be within the authority of the Board of Directors of the Association upon resolution of the Branch Board of Directors.
- Contacts and correspondence with individuals and institutions on behalf of the Association will be made by the Board of Directors of the Association. However, branches may conduct relationship and correspondence in compliance with the Statutes of the Association with the individuals and institutions, official organizations and foreign embassies regarding the issues concerning the branch. The Board of Directors of the Association shall also seek the opinion of the Branch concerning the correspondence with the individuals and institutions, official organizations and foreign embassies located in the region of the Branch.
- Audit of the Branch
The Branch Board of Auditors shall consist of 3 principal and 3 substitute members elected by the Branch General Assembly. Provisions of the Statutes of the Association concerning the Board of Auditors of the Association shall also be applicable to the Branch Board of Auditors.
- Activities of the Branches
Apart from the activities to be carried out in accordance with the general strategic target to be determined by the Board of Directors of the Association, the branches are free to carry out any kind of activities that are not contrary to the Statutes of the Association and objectives of the Association, in their region within the framework of the branch budgets to be approved at the General Assembly of the Association. The revenues derived from such activities shall be deposited with a special bank account to be opened by the Association in the name of the branch. All kinds of collections including the membership fees in the region of the branch shall be deposited to such bank account and the expenditures shall be paid from such account. The Association may grant signature authorities to the people in Branches who shall deposit money to and withdraw money from such account on behalf of it.
- Duties of the Branch Board of Directors- Representing the branch
Dissolution Resolution – Liquidation
Apart from the legal causes, the Association shall be dissolved with the 2/3 majority decision of the General Assembly upon obtaining a unanimous resolution of the Board of Directors. Together with the dissolution of the Association, the form of liquidation of the assets is decided upon by the General Assembly. With the authority to be granted by the General Assembly, person or persons shall be determined to carry out the liquidation.
Board of Auditors (Auditors)
The General Assembly shall elect three principal and three substitute auditors among its members once in every two years. Auditors shall submit a report to the General Assembly regarding the accounts of the Association for each term. They are required to audit the Association at most once in every six months. Instead of the principal members with an excuse, the substitute auditors in suitable positions may carry out such activities.
Internal audit of the Association is realized by the Board of Auditors pursuant to the Associations Law and the Statutes of the Association.
The auditors may carry out such activities at the principal offices of the Association, whenever they wish.
Initial Board of Directors – Founders – Auditors
The initial Board of Directors of the Association consists of the following founders:
1. The Chairman: Dr. Edgar Poffet, General Manager of SANDOZ
2. Deputy Chairman: Mehmet Evren Artam, KOC Holding A.S.
3. Deputy Chairman: Bülent Eczacibasi, Eczacibasi Holding A.S.
4. Deputy Chairman: Resat Zincirkiran, Agro Teknik A.S.
5. Manager of the Association: Hanspeter Minder
Founder Members – Substitute Members of the Board
6. Dr. Kemal Kamuran Atakan, Suadiye/Istanbul
7. Mehmet M. Adakan, Ada Çiftligi, Büyükçekmece/Istanbul
8. Temiz Üstün, Enka Holding A.S., Besiktas/Istanbul
9. Karaca Taskent, Merchant, Taksim/Istanbul
Honorary Founder Members
10. Ernst Klauser, Sandoz AG, Deputy General Manager, Basel/Switzerland
11. MMario Ludwig, General Manager of Switzerland Trade Development Centre, Zurich/Switzerland
- Orhan Aldikaçti, Professor Dr., Istanbul University, Dean of the Faculty of Law,
- Izzettin Reha Poroy, Professor Dr., Istanbul University, member of Faculty of Commercial Law,
- Mustafa Kemal Oguzman, Professor Dr., Istanbul University, member of Faculty of Law,
- Dr. Zafer Tunca, Economist, Yesilyurt/Istanbul
- Mustafa Filizel, Machinery engineer, Iskele Cad. No. 13/6 Kalamis/Istanbul
- EErhan Yildirim, Accountant, Barbaros Bulvari, No. 49 Besiktas/Istanbul
The initial Board of Directors shall serve until the election of the first General Assembly. First General Assembly meeting shall be convened within 6 months at the latest following the formation.
Article 18 :
In the matters not stated under this Statutes, provisions of the Law No. 2908 and other current legislation shall be applied.
- Dr. Edgar Poffet (signature)
- Mehmet Evren Artam (signature)
- Bülent Eczacibasi (signature)
- A. Resat Zincirkiran (signature)
- Hanspeter Minder (signature)
- Dr. Kemal Kamuran Atakan (signature)
- Mehmet M. Adakan (signature)
- Temiz Üstün (signature)
- Karaca Taskent (signature)
Dr. Edgar Poffet
Mehmet Evren Artam
Dr. K. Kamuran Atakan
M. Ertugrul Hatayli
Cemil Çakar Ferruh
M. Cavit Ulcay