THE CHARTER OF STUDY ABROAD CONSULTANTS ASSOCIATION
Name and Headquarters of Association
Article 1 – Name of Association: “Study Abroad Consultants Association”. Its abbreviated name is “YEDAB”. The headquarters of the association is Istanbul. Its branch won’t be opened.
The Purpose of the Association and Working Subjects and Forms and The Field of Activity to be Continued by the Association in order to Realize This Purpose
Article 2– The Association was established with the aim of determining the standards of International Education Consultancy activities and establishing a structure that derives its power and/or authority from laws and/or regulations and the aim of carrying out the necessary studies to gather the entire sector under this structure.
Working Subjects and Forms to be Continued by the Association
1. To ensure that all companies (legal entities) operating in the International Education Consultancy sector within the borders of our country are gathered under the same roof of this association,
- To try to determine the service standards of this sector for the development of the International Education Consultancy sector with the support of its members and to organize training activities such as courses, seminars, conferences and panels for its members for this purpose,
- To provide a healthy working environment for the realization of the purpose, to provide all kinds of technical tools and equipment, fixtures and stationery,
- To carry out charity collection activities and to accept donations from within the country and abroad provided that the necessary permissions are obtained,
- Meal meetings, concerts, balls, theaters, exhibitions, sports, excursions and entertaining activities etc. for the development and maintenance of human relations among its members. to organize or to enable its members to benefit from such activities,
- To carry out international activities, to be a member of associations or organizations abroad and to work jointly or cooperate with these organizations,
- If deemed necessary for the realization of the purpose, without prejudice to the provisions of the Law No. 5072 on the Relationship of Associations and Foundations with Public Institutions and Organizations, to carry out joint projects with public institutions and organizations in their field of duty,
- Not to do politics, not to forge a physical or organic bond with any party or political activity, to engage in activities that are completely independent and not restricted by law as determined by the charter,
- To open representative offices where deemed necessary,
10. To create platforms to realize a common purpose with other associations or foundations, unions and similar non-governmental organizations in the areas that are related to the purpose of the association and are not prohibited by law,
11. If deemed necessary for the realization of the purpose, without prejudice to the provisions of the Law No. 5072 on the Relationship of Associations and Foundations with Public Institutions and Organizations, to carry out joint projects with public institutions and organizations in their field of duty,
Field of Activity of the Association
The association operates in the field of International Education Consultancy.
Right to Become a Member and Membership Procedures
Article 3 – Companies, which have proved they are currently operating in the field of International Education Consultancy within the borders of the Republic of Turkey with the scope of the first 3 articles below and which are not within the scope of Article 4, can become members of the association:
-Able to submit an “activity certificate” obtained in the last 6 months or to document its status with “latest tax plate” or “establishing newspaper”,
- Able to submit two “gross student registration invoices” or “two references from association members” or three “international education consultancy invoices issued to students”,
-Having an exact and up-to-date contact address and information,
- Other companies that use the same name (title/brand) through branches, representative offices and dealerships of member companies of the association cannot become members of the association.
- Every legal person operating in the International Education Consultancy sector, which has the conditions stipulated by the Associations Law, adopts the aims and principles of the association and agrees to work in this direction, has the right to become a member of this association.
The membership application to be made in writing to the chairmanship of the association is decided by the board of directors of the association as acceptance or rejection of the request within maximum thirty days and the result is notified to the applicant in writing. The member, whose application is accepted, is registered in the book to be kept for this purpose.
The principal members of the association are the founders of the association and the persons who are accepted to membership by the board of directors upon their application.
Those who have provided significant financial and moral support to the association may be accepted as honorary members by the decision of the board of directors.
Unsubscribe
Article 4 –Each member has the right to leave the association, provided that he or she notifies this in writing.
As soon as the resignation letter of the member reaches the board of directors, the exit procedures are deemed to be completed. Resignation from membership does not end the accumulated debts of the member to the association.
Expulsion from Membership
Article 5 – Situations that require expulsion from membership of the association.
Despite written warnings, not to pay the accumulated six-month membership fee within one month following the last payment warning letter to be sent by registered mail,
Acting improperly against the association's charter,
To lose the conditions of being a member,
In case of the detection of one of the above-mentioned situations, he/she is removed from membership with the decision of the board of directors. However, in case of objection of the expelled member, the membership of the association continues until a decision is made by the General Assembly.
Those who leave or are removed from the association are deleted from the member registry and cannot claim any rights on the assets of the association.
Association Bodies
Articles 6 – The bodies of the association are shown below.
-General assembly
-Board of directors,
-Supervisory board,
Form of Establishment, Meeting Time and Call and Meeting Procedure of the General Assembly of the Association
Article 7 – The general assembly is the most authorized decision-making body of the association; consists of registered members of the association.
General Assembly;
Hold an ordinary meeting at the time specified in this regulation,
And an extraordinary meeting within thirty days if it is necessary by the board of directors or the supervisory board or upon the written request of two-thirds of the members of the association.
The Ordinary General Assembly convenes every 2 years, in January, on the day, place and time to be determined by the board of directors.
The general assembly is called to the meeting by the board of directors.
If the board of directors does not call the general assembly for a meeting; upon the application of one of the members, the justice of peace assigns three members to call the general assembly for a meeting.
Call Procedure
The board of directors prepares the list of members who have the right to attend the general assembly according to the association's charter. Members, who have the right to attend the general assembly, are invited to the meeting by being declared the day, time, place and agenda of the meeting at least fifteen days in advance in at least one newspaper or on the website of the association, being notified in writing, being sent a message to the e-mail address or contact number notified by the member, or by being used local broadcast medias. In this call, if the meeting cannot be held due to the lack of a quorum, the day, time and place of the second meeting is also specified. The period between the first meeting and the second meeting cannot be less than seven days and more than thirty days.
If the meeting is postponed for any reason other than the lack of quorum, this situation is announced to the members in accordance with the call procedure for the first meeting, including the reasons for the postponement. The second meeting must be held within six months at the latest from the date of adjournment. Members are called back to the second meeting in accordance with the principles specified in the first paragraph.
The general assembly meeting cannot be postponed more than once.
Meeting Procedure
The general assembly convenes with the participation of the absolute majority of the members who have the right to participate, and two-thirds of the members in the case of a charter change and the dissolution of the association; in the case that the meeting is postponed due to the lack of quorum, majority is not sought in 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 supervisory board. The list of members entitled to attend the general assembly is made available at the meeting place. Identity documents issued by the official authorities of the members who will enter the meeting place are checked by the members of the board of directors or the officials to be appointed by the board of directors. Members enter the meeting place by signing across their names on the list prepared by the board of directors.
If the meeting quorum is met, the situation is determined in a minute and the meeting is opened by the chairman of the board or one of the board members to be appointed. If the meeting quorum is not met, a minute is made up by the board of directors.
After the opening, a chairman and a sufficient number of vice-chairmen and a secretary are elected to manage the meeting, and a council committee is formed.
In the voting for the election of the organs of the association, it is obligatory for the voting members to show their identities to the council committee and to sign across their names on the list of those present.
The management and security of the meeting is under the council chairman’s responsibility.
In the general assembly, only the items on the agenda are discussed. However, it is obligatory to include on the agenda the issues that are requested to be discussed in writing by one-tenth of the members present at the meeting.
Each member has one vote at the general assembly; the member has to use his/her vote personally. Honorary members may attend general meetings but cannot vote. If the legal person is a member, the chairman of the board or the person to be assigned to represent the legal person votes.
The topics discussed and the decisions taken at the meeting are written in a minute and signed by the chairman of the council and the clerks. At the end of the meeting, the minutes and other documents are delivered to the chairman of the board. The chairman of the board is responsible for preserving these documents and delivering them to the newly elected board of directors within seven days.
Voting and Decision Making Procedures and Forms of the General Assembly
Article 8 –In the general assembly, the election of the principal and substitute members of the Board of Directors and the Supervisory Board is made by secret voting, and in other matters, open voting is done. In open voting, the method specified by the chairman of the general assembly is applied.
In the election of the principal and substitute members of the Board of Directors and the Supervisory Board by secret voting, the papers or voting papers sealed by the meeting chairman are thrown into an empty container after the members have done what is necessary, and after the end of the voting, the result is determined by making an open list.
In the elections to be held for the Organs of the Association, unless the absolute majority of the total number of members of the General Assembly decides to the contrary, the elections are held with a block list.. In the elections to be held with the block list, the voting paper to be used is prepared for the organs of that Association unit. In this voting paper, there are candidates as many as the number of principal member candidates to be elected and the number of substitute members needed to be elected.
The board of directors and the supervisory board are determined as two separate lists, with the same list for the principal and substitute members for each organ. Voting papers that have been scribbled on and added by hand and more than one voting paper for the same body are invalid.
If there is an invalidity in the voting paper prepared for separate organs, only the part of the voting paper for the relevant organ is cancelled. The parts of the voting paper related to other organs are valid and counted.
The resolutions of general assembly are taken by the absolute majority of the members attending the meeting. In so far, the charter changer and the dissolution decision of the association can only be taken with a two-thirds majority of the members attending the meeting.
Decisions Taken Without Meeting or Call
The decisions taken with the written participation of all members without coming together and the decisions taken by all the members of the association without complying with the call procedure written in this charter are valid. Taking decisions in this way does not replace the ordinary meeting.
Duties and Authorities of the General Assembly
Article 9 - The following issues are discussed and resolved by the general assembly.
Selection of association bodies,
Changing the charter of the association,
Discussion of the reports of the board of directors and supervisory board and the release of the board of directors,
Discussing and accepting the budget prepared by the board of directors as it is or by changing it,
Authorizing the board of directors to purchase immovable properties required for the association or to sell existing immovable properties,
Examining and approving the regulations to be prepared by the board of directors regarding the activities of the association as it is or by changing it,
Determination of the association's joining and leaving the federation,
The association's international activities, joining or leaving associations and organizations abroad as a member,
Dissolution of the association,
Examining and deciding of other suggestions of the board of directors,
Fulfilling other duties specified in the legislation by the general assembly,
The general assembly inspects the other organs of the association and can dismiss them at any time for justified reasons.
The general assembly makes the final decision on admission to membership and removal from membership. As the most authoritative organ of the association, it performs the tasks not given to another organ of the association and uses the authorities.
Organization, Duties and Authorities of the Board of Directors
Article 10 –The board of directors is elected by the general assembly as five principal and five substitute members.
The board of directors determines the chairman, vice chairman, secretary, bookkeeper and member by making a decision at the first meeting after the election.
The board of directors can be called to a meeting at any time, provided that all members are notified. It convenes with the presence of one more than half of the total number of members. Decisions are taken by the absolute majority of the total number of members attending the meeting.
If there is a vacancy in the principal membership of the board of directors due to resignation or other reasons, it is obligatory to call the substitute members for duty according to the order of the majority of votes they received in the general assembly.
Duties and Authorities of the Board of Directors
The board of directors fulfills the following subjects.
To represent the association or to authorize one or more of its members in this regard,
To carry out transactions related to income and expense accounts and to prepare the budget for the next period and present it to the general assembly,
Preparing the regulations regarding the activities of the association and to submit them to the approval of the general assembly
To ensure the opening of representative offices where deemed necessary and to supervise them
To implement the decisions taken in the general assembly,
At the end of each activity year, to prepare the association's operating account statement or balance sheet and income statement and the report explaining the work of the board of directors, to present it to the general assembly when convened,
To ensure the implementation of the budget,
To decide on the admission or expulsion of members from the association.
To take and implement all kinds of decisions in order to realize the purpose of the association,
To perform other duties and to use the authorities given to it by the legislation,
Organization, Duties and Authorities of the Supervisory Board
Article 11 - The supervisory board is elected by the general assembly as three principal and three substitute members.
If there is a vacancy in the principal membership of the supervisory board due to resignation or other reasons, it is obligatory to call the substitute members for duty according to the order of the majority of votes they received in the general assembly.
Duties and Authorities of the Supervisory Board
Supervisory board; it audits the association's activities in line with the purpose and scope of work stated in its charter, whether the books, accounts and records are kept in accordance with the legislation and the association's charter, in accordance with the principles and procedures determined in the association's charter, at intervals not exceeding one year, and reports the results of the audit, and presents a report to the board of directors and to the general assembly when it convenes.
Supervisory board; calls the general assembly meeting when necessary.
Income Sources of the Association
Article 12 – The income sources of the association are listed below.
Membership Fee: The admission fee of members is determined by the Board of Directors. The Board of Directors is authorized to determine, increase or decrease these amounts,
-Donations and aids made by real and legal persons voluntarily to the association.
-Donations and aids to be collected in accordance with the provisions of the legislation on aid collection.
-Other income.
Bookkeeping Principles and Procedures of the Association and Books to be Kept
Article 13 – Bookkeeping principles;
The books are kept according to the operating account principle in the association. However, if the annual gross income exceeds the limit specified in Article 31 of the Associations Regulation, a book is kept on the basis of the balance sheet starting from the following accounting period.
In case of switching to the balance sheet principle, if the limit drops below the above-mentioned limit in two consecutive accounting periods, it can be returned to the operating account principle as of the following year.
Regardless of the limit stated above, books can be kept on the basis of the balance sheet with the decision of the board of directors.
In case of opening a commercial enterprise of the association, a book is also kept for this commercial enterprise in accordance with the provisions of the Tax Procedure Law.
Registration Procedure
The books and records of the association are kept in accordance with the procedures and principles specified in the Associations Regulation.
Books to Keep
The following books are kept in the association.
- a) The books to be kept on the basis of the operating account and the principles to be followed are as follows:
Decision Book: The decisions of the board of directors are written in this book in order of date and number, and the decisions are signed by the members attending the meeting.
Member Registry Book: Identity information, entry and exit dates of those who enter the association as a member are recorded in this book. Entrance fee and yearly contributions paid by members can be recorded in this book.
Document Record Book: Incoming and outgoing documents are recorded in this book with date and sequence number. The master copies of incoming documents and the copies of outgoing documents are filed. Incoming or outgoing documents via e-mail are stored by printing.
Operating Account Book: Incomes received and expenses incurred on behalf of the association are clearly and regularly recorded in this book.
Receipt Document Registry: Serial and sequence numbers of receipt documents, names, surnames and signatures of those who received and returned these documents, and the dates they received and returned are recorded in this book.
Plant Ledger: The date and form of acquisition of the fixtures belonging to the Association, the places where they are used or given, and the deletion of those who have expired are recorded in this book.
It is not obligatory to keep the Receipt Document Registry and the Plant Ledger.
- b) The books to be kept on the basis of the balance sheet and the principles to be followed are as follows:
The books recorded in the 1st, 2nd and 3rd sub-clauses of item (a) are also kept in case of keeping a book on the basis of balance sheet.
General Journal and General Ledger: The method of keeping and recording these books is made in accordance with the Tax Procedure Law and the General Communiques on Accounting System Application published pursuant to the authorization given by this Law to the Ministry of Finance.
Certification of Books
The books that are obligatory to be kept in the association (except the General Ledger) are certified by the provincial associations directorate or notary before they start to use them. The use of these books is continued until the pages are finished and the interim approval of the books is not done. However, it is obligatory to re-certify every year in the last month preceding the year in which the General Journal, which is kept on the basis of the balance sheet, will be used.
Income Statement and Balance Sheet Arrangement
In case of keeping records on the basis of operating account, “Operating Account Table” is prepared at the end of the year (31 December) (specified in ANNEX-16 of the Associations Regulation). In case of keeping books on the balance sheet basis, at the end of the year (31 December), the balance sheet and income statement are prepared based on the General Communiques on Accounting System Application published by the Ministry of Finance.
Income and Expense Transactions of the Association
Article 14 –Income and expense documents;
The incomes of the association are collected with the "Certificate of Receipt" (a sample of which can be found in ANNEX-17 of the Associations Regulation). In case the income of the association is collected through banks, documents such as bank receipt or account statement shall replace the receipt document. The expenses of the association are made with expenditure documents such as invoice, retail sales receipt, self-employment receipt. However, for the payments of the association within the scope of Article 94 of the Income Tax Law, a note of expenses is used according to the provisions of the Tax Procedure Law, and documents such as “Expense Receipt” or “Bank Receipt” for the payments which are not included within this scope (for example, in ANNEX-13 of the Associations Regulation) are used as an expense document.
Deliveries of free goods and services to be made by the association to individuals, institutions or organizations (an example of which can be found in Annex 14 of the Associations Regulation) are made with the "In-Kind Aid Delivery Document". Free goods and services to be delivered to the association by individuals, institutions or organizations are accepted with the "Certificate of Receipt of Donation in Kind" (an example of which is in Annex-15 of the Associations Regulation).
These documents are printed in the form and size shown in Annex-13, Annex-14 and Annex-15, in the form to be printed or in the form to be printed by electronic systems and writing machines, in bounds consisting of fifty self-carbon original and fifty cob sheets, bearing successive serial and sequence numbers. Documents to be printed in the form of a form or a continuous form must be of the specified quality.
Certificates of Receipt
The "Certificates of Receipt" (in the form and size shown in ANNEX-17 of the Associations Regulation) to be used in the collection of the income of the association are printed in the printing house with the decision of the board of directors.
The relevant provisions of the Associations Regulation shall be followed in the issues related to the printing and control of the receipt certificates, their receipt from the printing house, their recording in the book, handover between the old and new bookkeepers, and the use of these receipts by the person or persons who will collect income on behalf of the association and the delivery of the collected revenues.
Authorization Certificate
Except for the principal members of the board of directors, the person or persons who will collect income on behalf of the association are determined by the decision of the board of directors, including the term of authorization. The " Authorization Certificate" (included in Annex-19 of the Associations Regulation) containing the clear identity, signature and photographs of the persons who will collect income is prepared in two copies by the association and approved by the chairman of the association's board of directors. The principal members of the board of directors can collect income without a certificate of authorization.
The duration of the authorization certificates is determined by the board of directors as a maximum of one year. Expired authorization certificates are renewed according to the first paragraph. In cases such as the expiration of the authorization certificate or the resignation, death, termination of his job or duty of the person on whose behalf the authorization certificate is issued, it is obligatory to submit the authorization certificates to the board of directors of the association within one week. In addition, the authority to collect revenue can be canceled at any time with the decision of the board of directors.
Retention Period of Income and Expense Documents;
Except for the books, receipt certificates, expenditure documents and other documents used by the association are 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.
Submitting a Declaration
Article 15 - The "Association Statement" regarding the activities of the previous year and the results of the income and expense transactions as of the end of the year (included in Annex-21 of the Associations Regulation) shall be filled by the board of directors of the association and given to the local authority by the president of the association within the first four months of each calendar year.
Notification Obligation
Article 16 –Notifications to be made to the local authority;
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) containing the principal and substitute members elected to the board of directors and supervisory boards and other bodies is given to the local authority. In case of a charter change at the general assembly meeting; the minutes of the general assembly meeting, the old and new versions of the changed articles of the charter, the final form of the charter of the association, each page of which is signed by the absolute majority of the members of the board of directors, shall be submitted to the local authority within the period specified in this paragraph and in an appendix.
Notification of Immovable Properties
The immovable properties acquired by the association are notified to the local authority by filling out the "Immovable Property Statement" (presented in Annex-26 of the Associations Regulation) within thirty days from the registration to the land registry.
Notification of Receiving Assistance from Abroad
In case of receiving assistance from abroad, the association fills out the "Notification of Receiving Assistance from Abroad" (specified in Annex 4 of the Associations Regulation) and notifies the local authority before receiving assistance.
It is obligatory to receive cash aids through banks and to fulfill the notification requirement before they are used.
Notification of Changes
Change in the settlement of the association (specified in Annex-24 of the Associations Regulation) "Residential Change Notification"; changes in the organs of the association other than the general assembly meeting (specified in Annex 25 of the Associations Regulation) are notified to the local authority within thirty days following the change by filling out the "Notification of Changes in the Organs of the Association". Changes made in the charter of the association are also notified to the local authority in the annex of the general assembly result notification within thirty days following the general assembly meeting where the charter is changed.
Opening a Representation
Article 17 – The association may open a representative office with the decision of the board of directors in order to carry out the activities of the association where it deems necessary. The address of the representative office is notified in writing to the local administrative authority by the person or persons appointed as the representative by the decision of the board of directors. Representatives may not be represented in the General Assembly.
Internal Audit of the Association
Article 18 - Internal audit can be carried out by the general assembly, the board of directors or the supervisory board of the association, as well as audits can be made by independent audit firms. The fact that an audit has been carried out by the general assembly, the board of directors or independent audit firms does not remove the obligation of the audit board. Audit of the association is carried out by the supervisory board at least once a year. The general assembly or the board of directors may conduct audits or have independent auditing firms perform audits when deemed necessary.
Borrowing Procedures of the Association
Article 19 - The association cannot borrow in any way in order to realize its purpose and carry out its activities.
How to Amend the Charter
Article 20 – The charter can be changed by the decision of the general assembly.
A 2/3 majority of the members who have the right to attend the general assembly is required in order to amend the charter in the general assembly. In case the meeting is postponed due to the lack of majority, majority is not sought in 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 supervisory board.
The majority of the decisions required for the amendment of the charter is 2/3 of the votes of the members attending the meeting and having the right to vote. In the general assembly, voting of the charter change is made openly.
Dissolution of the Association and Liquidation of Assets
Article 21 – The general assembly may decide the dissolution of the association at any time.
2/3 majority of the members who have the right to attend the general assembly is required in order to discuss the dissolution issue in the general assembly. In case the meeting is postponed due to the lack of majority, majority is not sought in 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 supervisory board.
The majority of the decisions required for the dissolution decision to be taken is 2/3 of the votes of the members attending the meeting and having the right to vote. Decision of dissolution voting is made openly in the General Assembly.
Liquidation Procedures
When the dissolution decision is made by the general assembly, the liquidation of the money, property and rights of the association is made by the liquidation board, which consists of the last members of the board of directors. These transactions start from the date of the general assembly decision regarding the termination or the date when the automatic termination becomes final. During the liquidation period, the phrase "Study Abroad Consultants Association in Liquidation" is used in the name of the association.
The liquidation board is in charge and authorized to complete the liquidation of the money, property and rights of the association from beginning to end in accordance with the legislation. This board first examines the accounts of the association. During the examination, the books, receipt certificates, expenditure documents, title deed and bank records and other documents belonging to the association are determined and their assets and liabilities are recorded in a report. During the liquidation processes, the creditors of the association are called and their 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 Kızılay.
All transactions regarding liquidation are shown in the liquidation report and the liquidation transactions are completed within three months, except for the additional periods given by the local authorities based on a justified reason.
Following the completion of the liquidation and transfer procedures of the money, property and rights of the association, the situation must be notified to the local authority of the place where the headquarters of the association is located by a letter within seven days, and the liquidation report must be attached to this letter.
The last members of the board of directors, as the liquidation board, are responsible for keeping the books and documents of the association. This duty can be conferred to a board of member too. These books and records must be kept for five years.
Lack of Provision
Article 22 – In matters not specified in this charter, the Associations Law, Turkish Civil Code and the Associations Regulation issued with reference to these Laws and the provisions of other relevant legislation on associations are applied.
Temporary Article 1 - The members of the temporary board of directors who will represent the association and carry out the activities and transactions related to the association until the association bodies are formed in the first general assembly are listed below. The Temporary Board of Directors is obliged to convene the General Assembly within 45 days at the latest following the establishment of the association. At the first General Assembly, the Temporary Board of Directors will be dissolved and the relevant organs of the association will be elected in accordance with the law and in accordance with the procedures and principles set forth in this charter.
This charter consists of 22 (twenty-two) articles and 1 (one) temporary article.