THE STATUS OF THE SWISS CHAMBER OF COMMERCE ASSOCIATION IN TURKEY
ARTICLE 1. NAME AND ADDRESS OF THE ASSOCIATION
The name of the association is “The Swiss Chamber of Commerce in Turkey” (SCHWEIZER HANDELSKAMMER IN DER TÜRKEI) and it’s headquarter is located in Istanbul.
ARTICLE 2. purpose OF THE ASSOCIATION
The Association is a non-profit organization established for the encouragement of the commercial activities between Turkey and Swiss states by searching for sale opportunities and finding new sale markets (information rendering services for supply and sale of goods). The association operates within Turkey and abroad on social areas.
The Association may conduct the following business activities, in order to achieve the purpose.
- To research in order to develop the activities and make them more efficient.
- To protect all the benefits of the members,
- To make an efficient propaganda for capital investments, import and exports in both countries,
- To introduce the mutual decisions of both countries and give reports about their economies,
- To encourage tourism and other like services,
- To give economical, commercial and legal information,
- To consult related to all matters in relation to commerce, occupational operations and industry,
- To intermediate activities conducted with the proper commercial and industrial representatives,
- To organize training activities like courses, seminars, conferences and panels,
- To supply any kind of information, documents, printed materials required to achieve its purpose, to establish a documentation centre, to publish newspapers, journals or bulletins in order to announce its activities in parallel with its purpose,
- To collect and accept grants and charities within Turkey or abroad provided to have obtained the required permissions,
- To establish and operate economical, commercial and industrial enterprises in order to obtain income required for the realization of the purpose defined in the Status,
- To open lounges, establish social and cultural facilities for the benefit of and to be used by its members and to inspect the same,
- To organize dinner parties, concerts, balls, theatres, exhibitions, sport activities, excursions and entertainment activities in order to improve the relations among its members or enable its members to be benefited from such activities,
- To purchase, sell, rent, lease the movables or immovable required for the activities of the association and establish limited property rights on the immovable,
- If it is deemed required for the realization of its purpose, to establish foundations, federations within Turkey or abroad or take part in an existing federation, to establish facilities that might be established by associations by obtaining the required permissions,
- To perform international activities, to become a member of foreign associations or institutions and to assist or work together with these institutions,
- If it is deemed required for the realization of its purpose, to perform joint projects with public bodies and institutions within the scope of the Association provided that provisions of Law numbered 5072 on “Relations of the Associations and Foundations with the Public Bodies and Institutions” are saved,
- To open branches and representation agencies on the places that are deemed required,
- To create platforms with other associations, foundations, unions and other non-government organizations in order to achieve a common aim in the areas that are related with the purpose of the Association and not restricted by laws,
- To perform any kind of operations required for the realization of its purpose and not restricted by law.
ARTICLE 3. INCOMES OF THE ASSOCIATION
The incomes of the Association are mainly generated from the following:
- Annual membership fees, entrance fees to be determined by the General Assembly (the amount of the annual membership and entrance fees shall be realized at the beginning of each year),
- Any kind of donations and grants collected or received in compliance with the legislations,
- Incomes obtained from dinner parties, tours, entertainment activities, concerts, sport contests, conferences and other such activities organized by the Association,
- Incomes obtained from the assets of the Association,
- Branch payments: 50% of the membership fees collected by the branches for the overhead expenditures of the Association are transferred to the head office semi annually
- Incomes generated from the commercial activities performed by the Association in order to obtain the income required to realize its purpose,
- Other incomes.
ARTICLE 4. MEMBERSHIP
The Association has two types of members: principal members and honorary members.
4.1 Principal Members:
Real person and legal entity members who are accepted as members by the Board of Directors and regularly paying their annual membership fees shall be deemed as principal members.
Legal entities shall be represented by their representatives assigned by them and notified to the Board of Directors of the Association in written. Representatives of legal entities might be amended at any time by sending a written notification to the Association.
Representatives of the legal entities cannot be both principal and honorary members at the same time.
Principal members, who are accepted by the Board of Directors and have made donations to the Association at a certain amount defined by the Board of Directors, shall become charitable members. Membership fee payment liability shall still be the same. A charitable member has the right to elect and to be elected and a single vote like the other members.
4.2 Honorary Member:
The members who have given significant material or moral support to the Association might be awarded with the title of honorary membership by a decision of the Board of Directors. Honorary members in this category shall have no right to vote or elect or to be elected to the organs of the Association.
ARTICLE 5. BECOMING A MEMBER OF THE ASSOCIATION, RESIGNATION from or cancellatıon of THE membershıp
Board of Directors of the Association shall have right to decide on the applications made for membership, and accept or reject such applications and notify the result to the applicant in written within thirty days. Membership shall be obtained with this decision of the Board of Directors and the applicant whose application is accepted shall be registered in the book to be kept for this purpose.
None of the members can be forced to resign from their membership or prevented from resignation. Each member has right to resign from the membership by serving a written notice. The resignation shall be deemed completed when the resignation petition of the member is received by the Board of Directors. Resignation from the membership does not affect the payables accumulated against the Association.
The membership of a member can be cancelled by a decision of the Board of Directors in case of the occurrence any of the followings:
- Acting in contrary with the provisions of Laws of Turkish Republic and Status of the Association,
- Abstaining from performing assigned duties all the time,
- Not paying the membership fee within six months despite the fact that a written notification has been made for this purpose,
- Not acting in compliance with the decisions given by the organs of the Association.
Those who resigned from membership or whose membership is cancelled shall be deleted from the member registration book and they shall have no right to make any claims related to the assets of the Association.
ARTICLE 6. FEES
Fees shall be determined by the General Assembly as annual membership and entrance fees.
Honorary members might pay fees if desired by them.
ARTICLE 7. organs of the assocıatıon
The organs of the Association shall comprise of the followings:
1. General Assembly
2. Board of Directors
3. Board of Auditors
ARTICLE 8. MEETING TIME AND METHOD OF THE GENERAL ASSEMBLY
General Assembly is the top decision-making body of the Association and consists of the members registered to the Association. In case of opening of the branch number four or more, the General Assembly shall consists of the delegates to be elected by the general assemblies of the branches after the transfer of the members registered at the central office and if there are three or less branches, the General Assembly consists of the members registered at the central office and the branches.
Ordinary General Assembly meetings shall be held on the date, place and time to be determined by the Board of Directors at least within every 3 years.
When it is deemed required by the Board of Directors or the Board of Auditors or upon the written request of one fifth of the members of the Association, the Board of Directors may convene the General Assembly for extraordinary meeting. If the Board of Directors does not convene the General Assembly, upon the application of a member, the Court shall assign three members to convene the General Assembly.
The date, place, time and agenda of the General Assembly meeting shall be notified to the members by the Board of Directors at least 15 days prior to the meeting in compliance with the provisions of the relevant legislations.
ARTICLE 9. DUTIES and Powers OF the GENERAL ASSEMBLY, VOTING AND DECISION TAKING METHODS
Agenda of the General Assembly shall be determined by the Board of Directors. On the other hand, upon the demand of at least one tenth of the attendees at the meeting, additional issues can be included in the meeting agenda.
Following issues shall be discussed and decided by the General Assembly.
- Elections for the organs of the Association,
- Auditing the other organs of the Association and discharging them when it is deemed required with justified reasons,
- Examining and deciding on the objections made for the Board of Directors decisions on the rejection or cancellation of memberships,
- Discussing reports of the Board of Directors and the Board of Auditors and releasing the Board of Directors,
- Discussing and accepting the budget prepared by the Board of Directors with or without modifications,
- Authorizing the Board of Directors to purchase real estates required for the Association or to sell the existing real estates,
- Determining the salaries, remunerations, allowances and gratuities to be paid to the presidents and the members of the steering and Board of Auditors of the association and who are not public servants and the allowances and daily wages to be paid to the members to be assigned to perform related services in the Association,
- Deciding on taking part in and leaving from a federation,
- Deciding on opening branches and authorizing the Board of Directors for performing the transactions related to the branch to be opened,
- Dealing with international operations, being a member of or cancelling membership for the associations or institutions in abroad,
- Establishment of a foundation by the Association,
- As being the top organ of the Association performing all the transactions and using the authorities that are not assigned to the other organs of the Association,
- Performing any other transactions that are required to be performed by the General Assembly pursuant to the provisions of the legislations,
Quorum for the General Assembly meetings is the absolute majority of the members having the right to attend the General Assembly meetings. On the other hand, quorum for the meeting in which decisions shall be taken for the amendments on the status or the termination of the Association shall be two thirds of the members. If the quorum cannot be met in the first meeting, no meeting quorum shall be required for the postponed meeting to be held at least one week later. However, the number of the members attended to the postponed meeting cannot be less than two times of the sum of the members of the Board of Directors and Board of Auditors of the Association and the general assembly meetings cannot be postponed more than once.
Decision quorum for the General Assembly meetings is the absolute majority of the attending members. However, decision quorum for the amendments on the status and the termination of the Association shall be two thirds of the attending members.
ARTICLE 10. BOARD of Directors
Board of Directors shall consist of 7 principal and 7 substitute members assigned by the General Assembly. Members shall delegate the duties among themselves and appoint 1 president, 1 deputy president, 1 general secretary and 1 treasurer.
President, deputy presidents, members of the Board of Directors and the Board of Auditors work honorary. These persons can be re-elected when their duty term is over.
In case of any vacancy in principal membership positions in the Board of Directors, substitute members must be called for duty with the order of most votes given to them.
The Board of Directors shall be assigned by the General Assembly for two-year duty term. The Board of Directors may hold meetings and adopt decisions with the presence of 4 members or more. The decision quorum is the majority of the votes. In case of equality in the votes, the vote of the president shall be the casting vote.
The duties of the Board of Directors are as follows:
- Representing the Association and might delegate its powers to one of the members or to a third party,
- Trying to solve any disputes and conflicts within the Association within the scope of its authority,
- Performing activities related to income and expenditure calculations and preparing the budget for the following term, submitting it to the General Assembly for its approval and ensure that the budget is implemented,
- Issuing the bylaws related to the operations of the Association and submitting them to the General Assembly for its approval,
- Purchasing immovable, selling the movables and immovable of the Association, constructing buildings or facilities, issuing rental contracts, establishing pledges, deposits or limited property rights in favour of the Association based on the authority given by the General Assembly,
- Ensure that the necessary steps are taken in relation to the opening of new branches and branches are audited based on the authority given by the General Assembly,
- Ensure that the representation offices and commercial enterprises are opened at the places deemed required,
- Issuing the enterprise account statement or balance sheet, income statement and the report explaining the activities of the Board of Directors at the end of each year and submitting the same to the General Assembly when the meetings are held,
- Taking and performing any kind of decisions to achieve the purpose of the Association,
- Performing any other duties assigned and using the power given under the legislations.
ARTICLE 11. PRESIDENT OF THE ASSOCIATION
The president represents and binds the Board of Directors and the Association before the third parties and institutions. The president shall have the sole signatory authority. In case of the president’s absence it can be represented by the deputy president.
ARTICLE 12. BOARD OF AUDITORS
The General Assembly shall assign three principal and three substitute persons as a member of the Board of Auditors among its members every two years.
The Board of Auditors audits whether the Association operates in line with the status and the working principles of the Association in order to realize the purpose; whether the books, accounts and records are kept in line with legislations and the status of the Association at least once in one year in compliance with the terms and rules determined in the status of the Association. The Board of Auditors submits the report including results of the audit to the Board of Directors and to the General Assembly when meetings are held.
The available substitute members might perform duties instead of the principal members having an excuse.
ARTICLE 13. BOOKS TO BE KEPT BY THE ASSOCIATION
The Association keeps the following books provided that they are approved by notary public:
Member registration book
Receipt certificate registration book
Money collections and payments shall be made in line with the methods and receipts set forth in the law and legislations. The Board of Directors shall be responsible for duly keeping the books and the collection/payment records duly.
ARTICLE 14. BORROWING METHODS
When it is deemed required, the Association may borrow money in order to perform its activities and achieve its purpose based on a decision of the Board of Directors. The barrowings can be in goods and purchasing of services as well as in cash. However, the amount borrowed cannot be more than the amount the Association can pay with its sources of income and in the nature that would put in the Association in financial difficulties.
ARTICLE 15. ESTABLISMENT, ORGANS, DUTIES AND AUTHORITIES OF THE BRANCHES
Branches might be opened at the times and places that are deemed required by the Board of Directors, existing branches might be merged or liquidated based on a General Assembly decision in compliance with the provisions of the Law of Associations.
For this purpose, a written application signed by at least three persons to be authorized by the Board of Directors of the Association together with the Incorporation Declaration and its annexes shall be made to the top administrative authority of the place where the branch is to be opened.
15.2 Branch Organs
Each branch is required to have following organs; a General Assembly, Board of Directors and Board of Auditors.
15.2.1 Branch’s General Assembly:
Branch’s General Assembly consists of the members registered to the branch and the provisions of Article 8 of the status of the Association on the duties and authorities of the General Assembly and meeting methods are also applied for the activities of the Branch’s General Assembly.
Branch’s Board of Directors is authorized to call for Branch’s Extraordinary General Assembly meeting at any time. In such a case, the agenda of the Branch’s General Assembly shall be determined by the Branch’s Board of Directors.
15.2.2 Branch’s Board of Directors:
Branch’s Board of Directors consists of at least 5 principal and 5 substitute members assigned by the Branch’s General Assembly.
Provisions of the status of the Association on the Board of Directors of the Association shall be applied for the duties, authorities and activities of the Branch’s Board of Directors provided that the provisions of this Article are saved.
Duties and Authorities of the Branch’s Board of Directors are:
- To represent the branch,
- To carry out businesses of the branch in compliance with the general working principles determined by the Board of Directors of the Association,
- To conduct necessary activities in compliance with the purpose of the Association,
- To handle activities among the members of the Association,
- To ensure that the books and records required to be kept by the branch are duly kept,
- To ensure that the other duties assigned to the Board of Directors of the Association in the status of the Association on behalf of the branch are performed,
- To ensure that the contribution payments to be paid to the Centre Office of the Association within the time determined by the General Assembly or the Board of Directors of the Association are made.
The Board of Directors meetings of the branches shall be held when it is deemed required and the decisions taken by the majority of votes are signed and recorded in the decision book and a copy of them shall be sent to the Board of Directors of the Association.
The Board of Directors of the Association is entitled to accept members to the Association or cancel membership by the decision of the Branch’s Board of Directors.
Although the communications and relations on behalf of the Association with the real person or legal entities shall be realized by the Board of Directors of the Association, the branches might communicate or contact with real persons, legal entities, public bodies or embassies in relation to matters related to their regions in compliance with the status of the Association. The Board of Directors of the Association shall take the opinion of the Branches for the communications to be made with the real persons, legal entities, public bodies or embassies in the regions of the Branches.
15.2.3 Branch’s Board of Auditors:
Branch’s Board of Auditors shall consist of 3 principal and 3 substitute members assigned by the Branch’s General Assembly. Provisions of the status of the Association on the Board of Auditors shall also be applied for the Branch’s Board of Auditors as it is.
15.3 Branch Operations:
Besides the activities to be performed in parallel with the strategic targets to be determined by the Board of Directors of the Association, the branches are also entitled to perform any activities in their region provided that such activities are not in breach with the status of the Association and its purposes and are within the frame of the branch budgets accepted by the Association General Assembly. Incomes obtained from such activities shall be deposited at a special bank account opened by the Association. Any kind of collections in the regions of the branches including the membership fees shall be deposited to this bank account and all the payments shall be made from the same account. The Association is entitle to authorize the persons who shall pay or collect money on behalf of the Association from these accounts at the branches.
The provisions of the Associations Law No. 5253 shall also be applied for the announcements of the Association Branches.
15.5 Representation of the branch at the Central General Assembly:
The branch shall be represented at the Central General Assembly Meeting by a member to be assigned by the branch’s Board of Directors among the members of the General Assembly of the Association.
ARTICLE 16. termınatıon decısıon and lıquıdatıon
Aside from the legal reasons, the Association shall be terminated by a decision to be taken by the two thirds of the General Assembly upon the proposal to be made with the Board of Directors decision taken for this purpose by unanimity. Pursuant to the status of the Association, the General Assembly may adopt a decision for the termination of the Association only if at least two thirds of the Association members that are entitled to attend the general assembly meeting are presence during the general assembly meeting. If this quorum cannot be obtained in the first meeting, the members shall be called for the postponed meeting. The General Assembly may discuss the termination and adopt a decision in this respect without considering the number of the members attended. In other words, no meeting quorum shall be required for the postponed meeting. Decision on the termination may be adopted by two thirds of the members attending the meeting. On the other hand, the number of the members attended to this meeting cannot be less than two times of the sum of the members of the Board of Directors and the Board of Auditors.
Following the completion of the liquidation and transfer of the moneys, assets and rights of the Association, the situation should be notified in written to the administrative authority of the place where the centre of the association is located together with the liquidation certificate by the liquidation commission within seven days.
The liquidation method for the assets of the Association shall be determined by the General Assembly at the same time with the termination decision. The person(s) who shall perform the liquidation processes shall be determined by the General Assembly.
ARTICLE 17. ınternal audıt
Internal audits may be performed by the General Assembly, the Board of Directors or the Board of Auditors or independent audit organizations can be employed for this purpose. Audits performed by the General Assembly, the Board of Directors or an independent audit organization shall not eliminate the liability of the Board of Auditors.
Internal audits of the Associations shall be performed by the Board of Auditors in compliance with provisions of the Associations Law and status of the Association.
ARTICLE 18. amendments on the status
The status of the Association may be amended on the basis of the decisions taken by the General Assembly. Quorum for these General Assembly meetings is the two thirds of the members; if the meeting is postponed due to the fact that quorum is not met; no quorum is required for the postponed meeting. On the other hand, the number of the members attended to this meeting cannot be less than two times of the sum of the members of the Board of Directors and the Board of Auditors.
The decisions shall be taken by the two thirds of the members attending to meeting and that are entitled to vote.
The provisions of the Associations Law shall be applicable for other transactions in relation to the amendments on the status.
ARTICLE 19. complementary artıcle
Provisions of the Associations Law, the Turkish Civil Code and Regulation on the Associations issued on the basis of these Laws and the provisions of the relevant legislation related to the associations shall be applied for any issues that are not defined in this status.
19.1 First Board of Directors-Foundings-Auditors
The first Board of Directors of the Association consists of the following founders:
President: Dr Edgar Poffet, General Manager, SANDOZ Company, Beşiktaş/Istanbul
Deputy President: Mehmet Evren Artam, KOÇ Holding A.Ş. Fındıklı /Istanbul
Deputy President: Bülent Eczacıbaşı, Eczacıbaşı Holding A.Ş. Şişli/Istanbul
Deputy President: Reşat Zincirkıran, Agro Teknik .A.Ş Mecidiyeköy/Istanbul
Association Manager: Hanspeter Minder, Beşiktaş/Istanbul
Founding Members-Substitute Members of Board of Directors:
Dr Kemal Kamuran Atakan, Suadiye/Istanbul
Mehmet M. Adakan, Ada Çiftliği, Büyükçekmece/Istanbul
Temiz Üstün, Enka Holding A.Ş. Beşiktaş/Istanbul
Karaca Taşkent, Merchant, Taksim/Istanbul
Honorary Founding Members:
Ernst Klauser, Sandoz AG Vice General Manager, Basel/ Switzerland
Mario Ludwig, General Manager, Swiss Trade Development Centre, Zürich/Switzerland
Orhan Aldıkaçtı, Professor Dr Dean of Faculty of Law, Istanbul University, Istanbul
İzzettin Reha Poroy, Professor Dr on Commercial Law Istanbul University, Istanbul
Mustafa Kemal Oğuzman, Professor Dr Istanbul University, Istanbul
Dr Zafer Tunca, Economist, Yeşilyurt / ISTANBUL
Mustafa Filizel, Mechanical Engineer, İskele Caddesi No.13/6 Kalamış / ISTANBUL
Erhan Yıldırım, Accountant, Barboros Bulvarı No: 49 Beşiktaş / ISTANBUL
First Board of Directors was assigned to work until the elections to be made in the first General Assembly. The first general assembly meeting shall be held within six months following the incorporation.