THE REGULATIONS OF THE FLAT STEEL IMPORT, EXPORT AND INDUSTRY ASSOCIATION (YISAD)
CHAPTER ONE: OBJECTIVES AND TASKS
Article 1- The Name and Center of the Association:
The Name of the Association is: “FLAT STEEL IMPORT, EXPORT AND INDUSTRY ASSOCIATION”
The association uses the alias “YISAD” as its short name.
The headquarter of the association is in the City of ISTANBUL.
Article 2- The Purpose of the Association, Working Subjects and Formats
The Purpose of the Association: To gather flat steel importers, exporters and traders in Turkey, along with the industrialists who are engaged in the manufacturing by using these goods under one roof in an effective way; to establish cooperation and solidarity; to work on the identification and solution of the requirements and problems of the industry; to communicate on a required level with the colleagues and other related professional organizations on both national and international basis; and to help to each other, to third parties, and institutions and organizations within the framework of laws.
Working Subjects of the Association
1- It operates to ensure the membership of flat steel importers, exporters and traders along with the industrialists who are engaged in the manufacturing by using these good.
2- On both national and international basis; it works to operate to detect the problems encountered by the members and to provide solutions for them.
3- It operates to support the members in order to render the investment, production and marketing activities effective, economic, and resource-creative; and to make those activities to contribute to the development of the country.
4- It performs works or has them to be performed, which are aimed at taking the opinions of industrialists and businessmen, evaluating those opinions in an application-oriented way, and keeping them available to be delivered to the official authorities.
5- It may publish scientific journals and brochures related to the fields of activity.
6- For its purposes and activities, it cooperates with private and public organizations through the means of publications and communications, and through current and future Chambers of Commerce and Industry, Foundations, Associations, and Unions and so forth, and through the organizations which will be established directly within its scope.
7- It may publish a professional fee schedule by providing the necessary cooperation with the relevant state institutions in order to protect the professional interests of the members.
8- It may organize seminars on the technology related to the subject in cooperation with relevant Ministries and institutions in order to increase its member’s information about flat steel.
9- It may participate as a founder in the federations that will be established in order to realize its goals. Can be a member of established federations.
10- It may establish locals.
Article 3- The association have no political purposes and shall not engaged in politics.
CHAPTER TWO: MEMBERSHIP CONDITIONS, RIGHTS AND OBLIGATIONS OF MEMBERS, AND TERMINATION OF MEMBERSHIP
Article 4 - Membership:
The importers, exporters and traders of the Flat Steel in Turkey, which is adopted as the purpose of the association, along with the industrialists who are engaged in the manufacturing by using these goods, and natural persons and legal entities who have the capacity to act and are not prohibited from being an association member have the right to become a member. In case when a legal person becomes a member, the chairman of the board or the person appointed by her/him shall represent the legal person member in the association. When the presidential or representative duties of this person terminate, the representative person shall be re-designated. The application for membership that is in written form shall be resolved by the Board of Directors within maximum thirty days, and the result shall be communicated to the applicant in writing. Members whose applications have been accepted shall be recorded in the book kept for that purpose.
Article 5 - Honorary Membership:
The Board of Directors of the Association may designate the people who have provided significant contributions to the fields of activity of the association as the honorary members. For honorary membership, the Board of Directors of the Association must decide unanimously. Honorary members do not pay entrance fees or annual dues. They may participate in the General Assembly and make speeches, however they cannot vote.
Article 6 –Leaving Membership or Being Excluded from Membership:
Each member may resign from the association at any time by written application. Any dues previously paid are not refundable. Members who act contrary to the purposes of the association and the provisions of regulation or who lost their commercial credibility can be excluded from membership upon the decision of the Board of Directors. In addition, the membership of those who has stopped performing commercial activities shall be terminated upon their application or upon the detection of their situation by the Association.
Article 7- Rights and Obligations of Members:
Each member has the right to vote in the General Assembly. The member only represents him/herself and is obligated to vote in person. Members who owe dues cannot vote in the General Assembly.
Members shall participate in the activities of the association and fulfill the tasks assigned by the authorized bodies of the association.
Members shall pay entrance fees and annual dues in due course.
Those who have been elected to the Association bodies shall attend meetings of these bodies.
CHAPTER THREE: BODIES
Article 8 - Bodies of the Association:
Board of Directors
Article 9 - General Assembly:
The General Assembly is the most authorized decision-making body of the association. The General Assembly consists of the members registered in the association and who are entitled to participate in the General Assembly meeting according to the regulations of the association. The General Assembly is gathered every two years in May in the location of the Association Headquarters, upon the call of the Board of Directors.
Except for the stated meetings, an extraordinary General Assembly Meeting shall be held if deemed necessary upon the unanimous vote of the Board of Directors, or upon the written request either of the Supervisory Board or of one fifth of the members. If the Board of Directors doesn’t convene the General Assembly upon the written request either of the Supervisory Board or of one fifth of the members; local Magistrate shall conduct a hearing upon the application of either the Supervisory Board or of one of the members who requested the meeting, and shall appoint a committee of three members of the Association to convoke the General Assembly.
Article 10 - Call Procedure:
The Board of Directors organizes the lists of the members who are entitled to attend the General Assembly in accordance with the regulations. The members who will attend the meeting are convened by being informed at least 15 days in advance by means of a written notification indicating the day, hour, location, and the agenda of the meeting, by a newspaper advertisement; or via e-mail. If the meeting cannot be held due to lack of quorum after this first invitation, the day of the second meeting shall also be indicated. The time interval between the first meeting and the second meeting cannot be less than a week, or more than two months.
If the meeting is adjourned for any other reason, the members shall be duly notified about this situation including the reasons of the postponement, in accordance with the invitation procedure of the first meeting. The second meeting must be held within the six months at the latest from the date of adjournment. The members are convened again to the second meeting according to the principles specified in the first paragraph. The General Assembly meeting cannot be postponed more than once.
Article 11 - The General Assembly:
The General Assembly is entitled to execute the following:
To select the bodies of the association,
To change the regulations of the association,
To discuss, examine, and release the reports of the Board of Directors and the Supervisory Board;
To discuss the draft budget prepared by the Board of Directors; and to accept it either as it is or by making changes to it;
To authorize the Board of Directors to dispose all kinds of issues related to real estate that is necessary for the Association;
To carry out international works on the subjects related to it, to decide whether to be a member of foreign associations and organizations or to leave membership;
And to decide on the termination of the association
Article 12 – The Composition of the Board of Directors:
The Board of Directors, including eleven permanent and eleven alternate members, shall be elected by the General Assembly by secret ballot and open counting.
The permanent members elected to the Board of Directors shall elect a vice president, a secretary and a treasurer amongst them during its first meeting after the General Assembly. The term of office of the Board of Directors of the Association is two years. It is possible for the members to be re-elected to the Board of Directors. In case of vacancy of permanent members, it is obligatory to call alternate members to permanent membership according to the distribution of votes.
Article 13 - Duties and Powers of the Board of Directors:
The Board of Directors is the representative and executive body of the Association. It performs this task in accordance with the legislation and regulations of the Association. The duty to represent the Association pertains to the Chairman of the Board of Directors. In the absence of the Chairman, the meetings shall be chaired by the Vice President, and the decisions shall be taken by a simple majority.
It observes and fulfills the directive decisions of the General Assembly,
It carries out transactions related to income and expense accounts, and it prepares the budgets for the next period and submits them to the General Assembly,
And it makes decisions on those who are to be excluded from membership.
Article 14- If the Alternate Members Cannot Constitute the Required Number for the Board of Directors:
If the number of members of the Board of Directors reduces to less than half of the total number of members, the remaining members of the Board of Directors or the Supervisory Board shall convene the General Assembly within one month. If this convocation is not made, local Magistrate shall conduct a hearing upon the application of one of the members of the Association, and shall appoint three members of the Association to convoke the General Assembly.
Article 15-Assembling the Board of Directors:
The Board of Directors meets at least once a month. Decisions are taken by majority vote. The member who has not been participating in the meetings for four times in one year is discharged from membership.
Article 16-The Composition of the Supervisory Board:
The Supervisory Board, including three permanent and three alternate members, shall be elected by the General Assembly for a period of two years. This board performs the duty of auditing and it submits the results of inspection in the report format both to the Board of Directors and to the General Assembly when it gathers.
Article 17 - Duties and Powers of the Supervisory Board:
To inspect and audit all the accounts of the Association,
To audit the regular entries on the account books and the appropriateness of the expenses to the budgets,
To submit the results in report to the Board of Directors and to the General Assembly,
To make a request to the Board of Directors to convene the General Assembly for an extraordinary meeting to discuss the subjects which either falls under its duties and power or considered to be important by it,
To participate in the meetings of the Board of Directors upon invitation of this Board,
To follow whether the activities related to the purpose indicated in the regulations and the working areas which are said to be continued to execute this purpose, are being performed or not.
The supervisory board shall be assembled by an absolute majority of the members and shall decide by a majority vote.
CHAPTER FOUR: MISCELLANEOUS PROVISIONS
Article 18–Revenues of the Association:
The Board of Directors is authorized to collect the entrance fees and annual dues from the members, and to increase and decrease the entrance fees and annual dues of the members at the beginning of each financial year.
The revenues of the Association are comprised of the incomes obtained from the members in response to the publications of the Association and consulting and expertise services, as well as the contributions and donations that are made in the framework of the law.
Article 19–Books to be Kept:
Member Registration Book,
Document Registration Book,
Receipt Registry Book.
The association's accounting period is the calendar year. The incomes of the Association are received providing receipts which have counterfoil, sequence and serial numbers. The expenses are made providing expenditure voucher. These documents must be kept for five years without prejudice to the longer periods prescribed by law. The books written in this article must be approved by the Directorate of Associations or must be notarized.
Article 20–Internal Auditing of the Association:
Association's internal audit is carried out by the Supervisory Board in accordance with the Law on Associations and the Regulations of the Association. The audit can be made by independent auditing institutions if deemed appropriate by the Board of Directors. However, if there is any case which is specified in the regulations of the association yet is not adequately explicit; the proposals, which are prepared by aiming to cover this inadequacy, to lead the way for all kinds of activities of the association, and to help, may be added to the regulations of the association, or directorates may be made in this regard after being approved by the General Assembly.
Article 21- Amendment of the Regulations:
Changes in the regulations are performed upon the decision of the General Assembly. To make such amendments in the regulations in the General Assembly, 2/3 majority of members who are entitled to attend General Assembly is required.
In case where the meeting is postponed due to lack of quorum, the quorum is not required in the second meeting. Yet the number of members attending the meeting shall not be less than twice the total number of members of the Board of Directors and the Supervisory Board. The required quorum of decision to perform amendment of the regulations is 2/3 of the members who attend the meeting and are entitled to vote. The amendment of the regulations is made by open ballot in the General Assembly.
Article 22- Social and Professional Activities:
The Association enables its members to benefit from developing technology by organizing conferences and other applications in accordance with its purpose. It cooperates with relevant ministries, public and private organizations with regards to the development and improvement of flat steel and its industry.
Article 23- Borrowing Procedures of the Association:
The Association can make borrowings in order to perform the purpose of the association and to carry out the activities upon the decision of the Board of Directors, if needed. These borrowings might be in cash as well as at the purchase of goods and services. However, these borrowings shall not be made in the amounts which cannot be recovered by the income resources or which may cause the association to have payment difficulties.
Article 24- Termination of the Association and Liquidation of the Assets:
The General Assembly can decide to terminate the association at all times. In order to discuss the issue of termination in the General Assembly, 2/3 majority of the members who are entitled to attend the General Assembly is required. In case where the meeting is postponed due to lack of quorum, the quorum is not required in the second meeting. Yet the number of members attending the meeting shall not be less than twice the total number of members of the Board of Directors and the Supervisory Board. The required quorum of decision to perform amendment of the regulations is 2/3 of the members who attend the meeting and are entitled to vote. The decision of termination shall be voted by open ballot in the General Assembly.
The liquidation of the assets and rights shall be performed by the by the liquidation committee composed of members of the last Board of Directors once the termination is decided by the General Assembly. Such proceedings shall be initiated starting from the date of decision of the General Assembly or when the status of self-termination has been finalized. The expression “Flat Steel Import, Export and Industry Association” shall be used on behalf of the association during all procedures within the period of liquidation.
The liquidation committee has the duty and power to entirely complete the procedures of the liquidation of the money, assets, and the rights of the association in accordance with the legislations. This committee firstly examines the accounts of the association. During this inspection, the books of the association, certificate of receipt, vouchers, land register and bank records and other documents shall be detected and their assets and liabilities are recorded in the minutes of the proceedings. During the liquidation process, the creditors of the association shall be called and the payment shall be done to them by liquidating the assets, if there is any. If the association has receivables, these shall be collected. After the collection of the receivables and payment of the debts, all the remaining money, assets and rights shall be transferred to the place specified in the General Assembly. If no such place for transfer is determined in the General Assembly, the transfer shall be made to The Red Crescent.
All transactions related to the liquidation shall be reported in the minutes of liquidation, and the liquidation transactions shall be completed within three months unless an additional time is reasonably granted by local authorities.
Following the completion of the transactions of the liquidation and transfer of the money, assets and the rights; the liquidation committee is obliged to inform the Local Authority Office of the place where the association resides about this situation by sending a written notification within seven days, and the minutes of liquidation must also be added to this notification.
Members of the last Board of Directors, as being the liquidation committee, have the duty of keeping the books and documents of the association. This duty can be given to a member of the Board of Directors as well. The books and documents shall be kept for five years.
Article 25- Establishing Locals:
The Association may establish locals upon the decision of the Board of Directors to ensure the cooperation and solidarity between its members and to enhance their social activities.
The Law of Associations, Turkish Civil Code, and the provisions of the Directorate of Associations and of the other legislations about the associations that are made with reference to the previous laws, shall be implemented with regards to the matters which are not specified in the hereby regulations.