The goal of the Association is to contribute to the strengthening of democracy and peace in the country and the world; to integrate to a global world; to ensure greater emphasis on the prevalence of all social rights and liberties, the understanding of free and independent democracy, social justice and environmental awareness; to place special emphasis on enlightenment and modernization in the information age under the guiding inspiration of the secular and social Turkish state respecting the rule of law as ordained by the Constitution and based on the unity of the state and the people.

HEADQUARTERS AND NAME OF THE ASSOCIATION:

ARTICLE 1:

The name of the Association is Arı Association for Social and Intellectual Development (hereinafter referred to as “the Association”)

Headquarters: Buyukdere Cad. Yonca Apt. C Blok 151
Kat: 6 Daire: 43 Zincirlikuyu – Istanbul, Turkey

THE GOALS AND ACTIVITIES OF THE ASSOCIATION

ARTICLE 2:

The goal of the Association is to contribute to the strengthening of democracy and peace in the country and the world; to integrate to a global world; to ensure greater emphasis on the prevalence of all social rights and liberties, the understanding of free and independent democracy, social justice and environmental awareness; to place special emphasis on enlightenment and modernization in the information age under the guiding inspiration of the secular and social Turkish state respecting the rule of law as ordained by the Constitution and based on the unity of the state and the people. Within the context of these fundamental rights and liberties, the Association aims to help establish democratic ideals and understanding as the common vision and lifestyle for mankind; to promote cultural activities and arts in all parts of society; to attain the level of technology of the developed societies in the areas of science, medicine and education; to contribute to the development of generations that will respect society, cultures and individuals as well as having a national and a universal perspective; to offer harmony and mutual-assistance among its members, and to attain solidarity within society through its activities.

ARTICLE 3:

The following activities and methods will be undertaken in order to realize the goals of the Association and create revenue:

1. To carry out scientific, technical, artistic, folkloric, sports and cultural research in order to contribute to professional, social, educational and cultural development for its members; to initiate activities of this nature and to establish committees in the Association for this purpose.
2. To coordinate contests in science, arts, culture and sports.
3. To organize conferences, roundtables, courses, domestic and overseas trips, scientific and cultural meetings, music, theatre, folk dance and sports events, bazaars, exhibitions, special events, dinners, panel discussions, congresses, balls, concerts and lotteries.
4. To build educational societies, museums and libraries in accordance with the Association’s goals.
5. To prepare and publish membership albums and issue publications on its activities.
6. To receive and make donations in accordance with the Law on Associations and other relevant legislation.
7. To acquire tangible and intangible assets, to accept donations, to convert these into cash, and to sell or donate these assets when necessary in accordance with the Law on Associations in order to realize the goals of the Association.
8. To construct and establish facilities, rent, lease and operate such facilities in line with the goals of the Association.
9. To cooperate with relevant associations, foundations and other organizations in accordance with the goals of the Association.

FOUNDERS OF THE ASSOCIATION

ARTICLE 4:

The names, last names, occupation, residence and nationality of the founders are listed below:

1. Ahmet OZKARA
Businessman
Barbaros Mah. A. M. Bul. Ozlem Apt. No: 118/7 Mersin, Turkey

2. Can Fuat GURLESEL
Atakoy 4. Kisim O, 171 / 20 Bakirkoy, Istanbul, Turkey

3. Haluk Hami ONEN
Businessman
Profesorler Sitesi Nisbetiye Cad. Blok B 4 / D.13 Etiler, Istanbul, Turkey

4. Hayrullah Zafer ARAL
Businessman
Saydam Sok. Anamur Apt. No:18 D:12 Besiktas, Istanbul, Turkey

5. Ibrahim TASKAN
Lawyer
Libadiye Cad. Oncu Sok. Akkent Akca Konut Sitesi C Blok D:14, Uskudar, Istanbul, Turkey

6. Mahmut Reha AKIN
Engineer – Manager
Belen Sitesi No:1 Menekse Sok. Bademli, Istanbul, Bursa, Turkey

7. Mehmet Dursun SAFAK
Engineer – Manager
Tuccarbasi Sok. Saray Apt. No: 27 / 15 Kadikoy, Istanbul, Turkey

8. Mustafa ALAGOZ
Businessman
Nalcaci Cad. Onar Beyazgul Sitesi No: 46 / 24 Selcuklu, Konya, Turkey

9. Veysel Celal BEYSEL
Chemical Engineer
Kadikosku Sok. No: 56 Cekirge, Bursa, Turkey

10. Mehmet Zeki KABA
Businessman
Deliklitas Hamamyolu Cad. No: 0067 / 6 Merkez, Eskisehir, Turkey

11. Emre ERGUN
Manager
49 Ada Kamelya 1/9 D.7 Atasehir, Istanbul, Turkey

TERMS AND CONDITIONS FOR MEMBERSHIP, RESIGNATION AND TERMINATION OF MEMBERSHIP

ARTICLE 5:

Conditions for membership:

a) Minimum age of 24
b) Recommendation by a fellow member
c) Acceptance to pay membership fees

ARTICLE 6:

Students may not become members. Only those applicants who have completed their education are qualified for membership.

ARTICLE 7:

Those interested in becoming a member of the Association apply to the Board of Directors in writing. The application form includes the applicant’s name, last name, father’s name, mother’s name, place and date of birth, residency registration, contact address, a photograph and the amount of annual membership fee. Within thirty days after the receipt of the application, the Board of Directors decides on the applicant’s acceptance or rejection as member and communicates this decision in writing. An incomplete application form may not be considered as reason for rejecting the applicant. In case of incomplete information, the applicant is informed in writing and the completed application form is reconsidered. Any complaints regarding the decision of the Board of Directors on membership are directed to the General Assembly of the Association whose decision on membership is final.

ARTICLE 8: TERMINATION OF MEMBERSHIP

The membership of

1. Those who no longer qualify to be a member of the Association under the Law on Associations and other relevant laws
2. Those who do not act in accordance with the dignity and respectability of membership,
3. Those who do not observe the etiquette and rules of good manner acceptable by society,
4. Those who perform acts which humiliate, accuse or put the President of the Association, its board members, fellow members or the rules set by the Association under suspicion,
5. Those who do not pay comply with the regulations and by-laws of the Association or the decisions taken by the Board,
6. Those who do not pay membership fees within the specified time period(s) as required in Article 36 and/or within 15 days after the receipt of the written notification and warning of the Board of Directors

are terminated by the Board.

The member has the right to object at the General Assembly only on account of his/her claim that reasons for his/her termination have not been realized. The member files a complaint by post to the Board of Directors within 15 days after receiving the notification of his/her termination of membership. The objection is discussed and decided upon in the first General Assembly meeting. In the event the member does not object to the Board of Directors in the given period of 15 days or the Board rejects the objection of the member, the membership is terminated.
Those whose membership have been terminated or members who have resigned may not reapply for membership.


ARTICLE 9: RIGHTS AND OBLIGATIONS OF MEMBERS

1. No one may be forced to become a member or remain as a member of the Association.
2. Every member has the right to resign without stating any reason.
3. All members have equal rights.
4. All full members have the right to attend the General Assembly meetings, direct criticisms, make suggestions and proposals, participate in elections, become candidates, nominate candidates and vote.
5. Each full member has the right to one vote in the General Assembly.
6. All members have to vote in person.
7. All full members have to comply with the regulations and by-laws of the Association, act in accordance with its goals, maintain harmony and solidarity among members, assist the Board, pay the obligatory membership fee, sustain the conditions for membership and inform the Board on probable changes. Incompliance with such obligations may result in disciplinary action..

BODIES OF THE ASSOCIATION

ARTICLE 10:

The following are the bodies of the Association:

1. General Assembly
2. Board of Directors
3. Board of Auditors
4. Disciplinary Board

THE FORMATION, OPERATION AND DUTIES OF THE GENERAL ASSEMBLY

ARTICLE 11:

The General Assembly meets once every two years in January with all members who fulfil the membership obligations as stipulated in the by-laws.

ARTICLE 12:

General Assembly meetings are held as ordinary and extraordinary meetings. Extraordinary meetings are held upon the invitation of the Board of Directors and the Board of Auditors or the written request of 7/10th of the voting members.

ARTICLE 13:

General Assembly meetings are held upon the decision of and the invitation by the Board of Directors. The Board of Directors is obliged to hold the meeting within 30 days after the receipt of the request of the other bodies of the Association. Otherwise, the Board of Auditors is obliged to call a General Assembly meeting within 30 days. In the event the Board of Auditors does not hold a General Assembly meeting, then the General Assembly may be held upon the request of 1/10th of the members.

The form of the invitation is as follows:
In line with the regulations and by-laws set forth by the Association, the Board of Directors (or other bodies that have the authority to extend the invitation), prepares a list of full members who have the right to attend the General Assembly and informs in writing the date, time, place and the agenda of the meeting. This announcement is also published in a local newspaper at least 15 days prior to the meeting.

In this invitation, an alternative date for the General Assembly with the date, time, place and the agenda is also announced in the event quorum is not reached on the first date. The period between the first and second meeting cannot be less than a week or more than 21 days.

Information regarding the date, time, place, agenda of the General Assembly as well as the list of the full members who are eligible to attend is submitted to the highest administrative authority of the locality at least 15 days prior to the meeting in order to request the presence of one of their representatives.

ARTICLE 14:

In the event the General Assembly is postponed, such a postponement is announced in the same newspaper where the General Assembly was first announced with the reasons for postponement. A General Assembly must be held at the latest within 2 months starting from the date of postponement.

Members are invited to this meeting by using the methods described for the first meeting in the relevant article of these by-laws. The highest administrative body of the locality must be informed of this meeting in the same manner.

General Assembly meetings may not be postponed more than once.

ARTICLE 15: QUORUM

The quorum for the General Assembly meetings is simple majority of members. In case quorum is not achieved, the number of attendees may not be less than the total number of the Board of Directors, the Board of Auditors and the Disciplinary Board.

ARTICLE 16: CONDUCTING THE GENERAL ASSEMBLY

The General Assembly meets on the date, time and place announced in the newspaper and as advised to the highest authority of the locality. Members sign their names in the attendance list prepared by the Board of Directors and as submitted to the highest authority of the locality.
The absence of the representative from the highest ranking authority may not be a reason for the postponement of the meeting.
The General Assembly meeting is chaired by the Bureau of the Assembly which is elected by the General Assembly. The Bureau of the Assembly is composed of a president, a secretary, and a sufficient number of members to count the votes.
The Bureau is responsible for chairing the General Assembly, preparing the minutes and signing them.


ARTICLE 17: METHOD OF DELIBERATION

The General Assembly discusses and decides only on the items listed in the agenda. The agenda is approved at the beginning of the General Assembly and is observed throughout the meeting.

Additions to the agenda may be made at the request of at least 1/10th of full members. That number of full members must be present at the General Assembly.

The method of voting – show of hands or secret ballot -- depends on the General Assembly decision. In certain cases provided by law and this by-law, open ballot may not be held.

Election of the Board of Directors, Board of Auditors and the Disciplinary Board is by secret ballot.

In the event of a draw, the vote of the Chairman of the Bureau determines the result. Decisions are taken by majority vote of the attendees.


ARTICLE 18: DUTIES AND AUTHORITY OF THE GENERAL ASSEMBLY

1. Elect the bodies of the Association
2. Amend the by-laws of the Association
3. Discuss the reports of the Board of Directors and the Board of Auditors and discharge them of their obligations
4. Authorize the Board of Directors to buy intangible assets or sell existing-assets.
5. Give authorization to the construction and management of facilities in accordance with the Law of Associations
6. Decide upon the dissolution of the Association
7. Act, operate and take decisions as provided by law and this by-laws as the highest decision making body of the Association.

ARTICLE 19: THE REGISTRATION PROCESS OF ELECTED MEMBERS

Names, last-names, birth dates and places, occupations and residences of the members and reserve members of the Board of Directors and Board of Auditors elected by the General Assembly must be submitted to the highest ranking authority of the locality in seven days following the General Assembly.

ELECTION, FORMATION, OPERATION AND DUTIES OF THE BOARD OF DIRECTORS

ARTICLE 20: FORMATION OF THE BOARD OF DIRECTORS

The Board of Directors is composed of at least nine (9) elected representatives from the full members and five (5) elected reserve members. The election of the full and reserve members of the board of Directors is done by secret ballot in the General Assembly. Counting of votes is done publicly.


ARTICLE 21: DIVISION OF LABOR WITHIN THE BOARD OF DIRECTORS

The Board of Directors, upon its election, elects a president, two vice-presidents, a secretary and a treasurer and divides the work.

The president represents the Association in all matters. In his absence, his duties are carried out by vice-presidents.

All expenditures, debts and accounting procedures must be signed off by the president, two vice-presidents and the treasurer.

The secretary is responsible for keeping reports, organizing documents and files. The signing of documents is the responsibility of the president and the two vice-presidents.

The treasurer is responsible for the monetary transactions of the Association, bank accounts, profit and loss statements, bookkeeping and safeguarding of such documents.

ARTICLE 22: DUTIES AND MANDATE OF THE BOARD OF DIRECTORS

1. The president is responsible for representing the Association. When necessary, the Board may delegate this responsibility to one or more members of the Board.
2. To compute and make decisions on revenues and expenses, prepare and realize the budget.
3. To present activity reports and financial statements to the General Assembly.
4. To increase the number of members and facilitate harmony and solidarity among members.
5. To establish, change or terminate committees in order to achieve success on certain issues. The Board of Directors reserves its responsibility on the operation of committees.
6. To employ paid or unpaid employees to perform their functions as assigned by the Board of Directors
7. To fulfil the above mentioned duties according to the law and these by-laws.
8. To form committees, commissions and administrative or consultative councils when deemed necessary.

ARTICLE 23: MEETING OF THE BOARD OF DIRECTORS

1. Board of Directors meets at least once a month. The meeting is held when quorum is achieved. Decisions are taken by a majority vote. In case of a draw, the President casts the deciding vote. In order to change the division of labor within the Board, a proportional representation of 5/9ths of the members must be achieved.
2. Meetings are held with an agenda. When necessary, new items may be added to the agenda.
3. Decisions are recorded in the minutes of each meeting.
4. Attendance to the meetings is crucial. Excuses for absence must be submitted in writing. Four absences lead to the termination of Board membership. Members whose excuses extend beyond four months are considered as removed from the Board of Directors. The Members of the Board of Directors may not be on leave for more than three months.

ARTICLE 24: TERM IN OFFICE OF THE BOARD OF DIRECTOR AND ITS TERMINATION

1. The Board of Directors is elected for 2 years. Their term in office continues until a new board is elected.
2. The General Assembly may dissolve the Board of Directors and demand the election of a new board. However, this decision can be taken with a simple majority of the members. Simple majority is also sought for not discharging the Board of Directors of its obligations.

FORMATION, OPERATION AND DUTIES OF THE BOARD OF AUDITORS

ARTICLE 25: THE FORMATION OF THE BOARD OF AUDITORS

The Board of Auditors is composed of five members and three reserves; it is elected by secret ballot by the General Assembly for a period of two years.

ARTICLE 26: DIVISION OF LABOR WITHIN THE BOARD OF AUDITORS

The Board of Auditors elects a president and a secretary amongst itself. Decisions are taken by majority vote.

ARTICLE 27: DUTIES OF THE BOARD OF AUDITORS

The responsibility of the Board of Auditors is to audit the books, records and expenditures of the Association.

ARTICLE 28:

The Board of Auditors submits a report on its areas of responsibility to the Board of Directors in intervals that do not exceed six months. The Board of Auditors may make recommendations to the Board of Directors on its area of responsibility.

The Board of Auditors prepares its report twenty (20) days prior to the General Assembly meeting and presents it to the Board of Directors for distribution to the members during the General Assembly. In addition, the report prepared by the Board of Auditors is submitted to the General Assembly for approval.

ARTICLE 29:

The Board of Auditors shall use the authority granted by law and these by-laws.

FORMATION, OPERATION, RESPONSIBILITIES AND DUTIES OF THE DISCIPLINARY BOARD

ARTICLE 30:

Elected by the General Assembly for 2 years, the Disciplinary Board is composed of five (5) members and three (3) reserves. The Board remains in office until a new Board is elected.

ARTICLE 31:

The Disciplinary Board elects a president and a rapporteur. Decisions are taken by simple majority.

ARTICLE 32:

The Disciplinary Board meets upon the request and decision of the Board of Directors. The Disciplinary Board examines the case referred by the Board of Directors and reaches a decision.

The Board of Directors decides on members who will be referred to the Disciplinary Board and invites the Disciplinary Board to formally submit this information.

Although it is not foreseen for the Disciplinary Board to undertake an investigation of a member on its own account, the Disciplinary Board may do so by the request of at least 1/10th of its members.



ARTICLE 33:

Members who act against the goals of the Association, disturb harmony among members, violate the by-laws and decisions of the General Assembly and act contrary to the decisions taken by the Board of Directors, are submitted to the Disciplinary Board upon the referral of the Board of Directors. The Disciplinary Board decides on the method of investigation. The Disciplinary Board has the sole responsibility to clear or punish the member as well as the power to decide upon the form of punishment.

The Board of Directors is obliged to comply with the decisions of the Disciplinary Board.

ARTICLE 34: The Disciplinary Board can take the following decisions:

1. Warning
2. Temporary suspension of membership
3. Expulsion

Temporary suspension may not exceed six months. Until expulsion is finalized, the member is subject to temporary suspension.
Objection to the decision on temporary removal and expulsion taken by the Disciplinary Board may be raised at the General Assembly. The decision of the General Assembly is final.

Objections must be made in writing.

Members who are subject to temporary suspension or expulsion and whose objections were turned down by the General Assembly may not work in any of the bodies of the Association.

BRANCHES OF THE ASSOCIATION

ARTICLE 35: The Association does not have branches in Turkey.



REVENUE AND EXPENSES OF THE ASSOCIATION

ARTICLE 36: The revenues of the Association are regulated as follows:

1. Beginning with the first General Assembly meeting, the amount of the annual membership fee is agreed on by the General Assembly. Every member is responsible to pay the membership fee within the fourth month of every calendar year.
2. The membership fee for the year 1999 is 150,000,000 Turkish Liras. For year 2000, the fee is 300,000,000 Turkish Liras. If the General Assembly increases the amount of the fee in the interim, then the difference is paid by the end of the second month following the General Assembly.
3. Revenue acquired from Association activities.
4. Donations to the Association.
5. Revenues realized through existing assets.
6. Donations obtained by law.

The collection of revenues is based on receipts as requested by law.

ARTICLE 37: THE REPRESENTATION AND ILZAM OF THE ASSOCIATION

All cash in possession of the Association is deposited into a bank account. However, under certain circumstances, a certain amount of cash may be kept in the cashbox of the Association.

The Association is represented by the joint signature of the President or a Vice-President with any member of the Board of Directors.

At least two signatures are required.

ARTICLE 38:

Expenditures are carried out within the annual budget and must be in accordance with the decisions taken by the Board of Directors.

All expenditures must be recorded in the books.

BOOKS OF THE ASSOCIATION AND RECORDKEEPING

ARTICLE 39: The Association keeps the following records:

1. Membership Roster: Members are recorded in sequence of their acceptance to membership. Information on the application form is also recorded in the roster.
2. Ledger for decisions taken by the Board of Directors: Decisions taken by the Board of Directors are recorded here.
3. Ledger for expenditures and revenue: Revenues and expenses are recorded and numbered in chronological order. Original copies of the documents are filed.
4. Incoming and outgoing correspondence records: Incoming and outgoing correspondence is recorded in this book in chronological order. Copies are kept in file.
5. Assets: Assets owned by the Association are recorded here.
6. All other books that must be kept by law.

All books cited under this article must be stamped by the Notary Public before use.


INTERNAL AUDIT OF THE ASSOCIATION

ARTICLE 40:

The Board of Directors manages the Association in accordance with these by-laws, regulations, and the relevant laws.

The Board of Directors is accountable to the General Assembly for all activities.

The internal audit of the Association is carried out by the Disciplinary Board and the General Assembly.


LIQUIDATION OF THE ASSOCIATION

ARTICLE 41:

The General Assembly may dissolve the Association. According to the by-laws, the General Assembly may dissolve the Association if 2/3rds of the total number of members attend the General Assembly and 2/3rds of these attending members vote in favor of dissolution. If quorum is not obtained in the first meeting, then a second meeting is called where the decision of 2/3rds of the attending members is required for dissolution.

ARTICLE 42: The authority for dissolving the Association is exclusive to the General Assembly. In the event of dissolution, the monetary assets, tangibles and intangibles of the Association may be transferred to third parties by a resolution of the General Assembly.

AMENDMENTS TO THE BY-LAWS OF THE ASSOCIATION

ARTICLE 43: Amendments to these by-laws may be made upon the decision of the General Assembly.

In order for the General Assembly to amend the by-laws, 2/3rds of the members must attend the meeting and 2/3rds of the attending members must vote in favor of the amendment. If the required majority is not reached in the first meeting, then a second meeting is called where the decision of 2/3rds of the attending members is sufficient to amend the by-laws.

BY-LAWS AND OTHER RELEVANT LEGISLATION

ARTICLE 44:

Provisions of this by-law shall be applicable in the activities and transactions of the Association.

Provisions of the Law of Associations, relevant regulations and the provisions of the Civil Code apply in matters not provided by these by-laws.

These by-laws of the ARI ASSOCIATION FOR SOCIAL AND INTELLECTUAL DEVELOPMENT have been prepared by the Board of Directors based on the authority and for the purpose specified in paragraph 2 interim article 1 of the Association Law and was accepted unanimously at the meeting of the Interim Board of Directors on August 10, 1997 in order to be presented for approval to the first General Assembly.

The interim Board of Directors is composed of the following individuals:

1. Ahmet Ozkara
2. Can Fuat Gurlesel
3. Haluk Hami Onen
4. Hayrullah Zafer Aral
5. Ibrahim Taskan
6. Mahmut Reha Akin
7. Mehmet Dursun Safak
8. Mustafa Alagoz
9. Veysel Celal Beysel
10. Mehmet Zeki Kaba
11. Emre Ergun

These by-laws were prepared and signed by the above mentioned individuals.