Statute - MEBID - Medical Biotechnology Association

STATUTE OF THE MEDICAL BIOTECHNOLOGY ASSOCIATION

Name and Headquarters of the Association

Article 1– Name of the Association: “Medikal Biyoteknoloji Derneği” (Medical Biotechnology Association). Its short name is “MEBİD”.

The headquarters of the Association is in Ankara.

The Association may open branches or representative offices in Türkiye and abroad.

Purpose of the Association

Article 2– The Association was founded to carry out scientific research and studies in medical biotechnology at national and international level; to improve medical biotechnology services and support the people, institutions and organisations working towards this; to bring together people working in medical biotechnology and look for solutions to their problems; to organise social, cultural, sports and educational activities that build solidarity among members; to support members in need, their families and citizens in need; to share knowledge and hold courses, conferences, symposia, seminars, panels, congresses, fairs and publications; to represent people working in this field in Türkiye and abroad; and to work to raise public knowledge and awareness.

Areas and Methods of Work of the Association

Article 3- In line with its purpose, the Association will:

Carry out research to make its activities more effective and to develop them,
Support people working in medical biotechnology at national and international level, increase their productivity and effectiveness, and maintain their solidarity,
In line with its purpose, prepare proposals for developing biotechnology and its legislation, submit these proposals to the relevant institutions and organisations, hold meetings, prepare and carry out national or international projects, and share developments with the public,
Hold courses, seminars, conferences, panels, symposia and fairs, or take part in such activities,
Obtain all information, documents and publications needed to achieve its purpose, set up a documentation centre, and publish newspapers, journals, books and bulletins to promote its work,
Organise scientific research and scientific project award competitions in medical biotechnology and give financial support to the people and projects that win awards,
Give scholarships to students studying biotechnology, contribute to building and developing their careers, offer internships and help them find jobs,
Provide a healthy working environment to achieve its purpose and obtain all kinds of technical equipment, fixtures and stationery,
Collect donations, provided the necessary permits are obtained, and accept donations from Türkiye and abroad,
Set up and run economic, commercial and industrial enterprises to obtain the income needed to achieve the purposes of this Statute,
Set up, run, rent and furnish social and cultural facilities for the benefit of its members, such as clubhouses, guesthouses, holiday facilities, care homes, rehabilitation centres, nursing homes, health units, study centres, youth centres, cultural centres for young people and all sections of society, training academies, institutes, student dormitories and sports facilities,
Hold or take part in social and cultural events such as meetings, concerts, balls, theatre, exhibitions, sports, charity fairs and trips, or enable members to benefit from such events, in order to raise income for the Association, promote it, or develop and maintain solidarity and cooperation among its members,
Buy, sell, rent and let movable and immovable property needed for the Association’s activities, and establish rights in rem over immovable property,
Where necessary to achieve its purpose, set up foundations in Türkiye and abroad, set up a federation or join an existing one, and set up facilities that associations may establish, subject to the necessary permits,
Carry out international activities, become a member of associations or organisations abroad, and work jointly or cooperate with them,
Where necessary to achieve its purpose, and subject to Law No. 5072 on the Relations of Associations and Foundations with Public Institutions and Organisations, run joint projects and work with national or international public institutions and organisations, universities, municipalities and civil society organisations,
Work to meet, and support, the social, cultural, educational, moral and legal needs of people working in medical biotechnology and their families,
Within the means of the Association, give financial or in-kind aid and scholarships to members in need, their families and citizens in need,
Set up a fund to meet members’ basic needs, such as food and clothing, and their other goods, services and short-term credit needs,
Open branches and representative offices where necessary,
Employ paid staff from outside,
Form platforms with other associations or with foundations, trade unions and similar civil society organisations to achieve a common goal in areas related to the Association’s purpose and not prohibited by law,
Carry out cultural and artistic activities that serve its purpose, such as printed publications, films, short films and theatre works,
Carry out any other activity needed to achieve its purpose that is not prohibited by law.

Field of Activity of the Association

Article 4- The Association works in the field of biotechnology in Türkiye and abroad.

Right to Membership, Membership Procedures and Obligations

Article 5- Every natural or legal person who has legal capacity, adopts the purpose and principles of the Association, agrees to work in line with them and meets the conditions set by law has the right to become a member. However, foreign natural persons must also have the right to reside in Türkiye. This condition does not apply to honorary membership. Honorary Members: Honorary membership is granted by decision of the Board of Directors to persons in Türkiye or abroad who take a close interest in the Association, protect it, and give it material or moral support to achieve its purposes. Honorary members cannot vote at the General Assembly. They have no right to elect or be elected and no obligation to pay dues.

Applications for membership are made to the Presidency of the Association by completing and signing the application form whose format is set by the Board of Directors. The Board of Directors decides, within thirty days at most, whether to accept or reject the application, and informs the applicant of the result in writing. A member whose application is accepted is entered in the Membership Register kept for this purpose.

The full members of the Association are its founders and the persons admitted to membership by the Board of Directors on application.

Persons who have given the Association significant material and moral support may be admitted as honorary members by decision of the Board of Directors.

When the Association has more than three branches, the membership records of those registered at headquarters are transferred to the branches. New membership applications are made to the branches. Admission to and removal from membership are carried out by the branch boards and reported to headquarters in writing within thirty days at most.

Obligations

Members are obliged to:

Comply with the decisions taken and announced by the General Assembly and the Board of Directors,
Inform the Association within three months at the latest of any change in their correspondence address or contact details,
Respect members, officers and the decisions of the boards,
Fulfil without fail the material and moral obligations set out in this Statute,
Pay their dues on time,
Not behave in a way that obstructs the order of the Association or its staff,
Promote unity, solidarity and friendship among members,
Not act against the legislation on associations or this Statute,
Not act against the Association.

Leaving Membership

Article 6- Every member has the right to leave the Association by giving written notice. The leaving procedure is complete as soon as the member’s letter of resignation reaches the Board of Directors. Leaving membership does not end the member’s accumulated debts to the Association.

Expulsion from Membership

Article 7– Circumstances requiring expulsion from membership of the Association:

Acting against the Statute of the Association,
Losing eligibility for membership,
Failing to comply with decisions of the Association’s bodies,
Intentionally or through gross negligence preventing the Association’s activities from being carried out,
Having been convicted by a court, except for offences of negligence,
Disturbing the peace at the Association’s headquarters or branches, or at events organised by the Association,
Failing to pay membership dues despite a written warning,
Committing acts or behaving in ways that damage the reputation of the Association as a legal entity, its members or its staff,
Behaving against the rules of morality and good faith in a way incompatible with the aims and goals of the Association.
Refusing, despite warnings, to carry out duties assigned by the competent bodies of the Association,

If any of the above is established, the member is expelled by decision of the Board of Directors.

The status of persons who leave or are expelled is recorded in the membership register, and they may not claim any right to the Association’s assets.

Objection to Expulsion

Article 8– Persons expelled from membership may apply in writing to the Board of Directors within thirty (30) days of being notified of the expulsion decision and ask for the decision to be reviewed.

If the Board of Directors upholds its decision, the member retains the right to appeal to the General Assembly. In that case, expelled members may appeal against the expulsion decision at the next General Assembly. The decision of the General Assembly is final.

Bodies of the Association

Article 9– The bodies of the Association are:

The General Assembly,
The Board of Directors,
The Audit Board.

Composition and Meeting Times of the General Assembly

Article 10– The General Assembly is the highest decision-making body of the Association and consists of the members registered with the Association. If branches are opened, it consists of the members registered at headquarters and the branches while there are up to three branches. If there are more than three branches, the members registered at headquarters are transferred to the branches, and the General Assembly consists of delegates elected at the branch general assemblies.

The General Assembly meets:

1- In ordinary session at the time set out in this Statute,

2- In extraordinary session within thirty days, when the Board of Directors or the Audit Board considers it necessary, or at the written request of one fifth of the members.

The ordinary General Assembly meets once every 3 years in February, on the day and at the place and time set by the Board of Directors.

The General Assembly is convened by the Board of Directors. If the Board of Directors does not convene it, the justice of the peace, on the application of any member, appoints three members to convene the General Assembly.

Procedure for Convening

Article 11– The Board of Directors draws up the list of members entitled to attend the General Assembly under the Statute. Members entitled to attend are invited at least fifteen days in advance by announcing the day, time, place and agenda of the meeting on the Association’s website and by sending a message to the email address or phone number the member has provided. The invitation also states the day, time and place of the second meeting, in case the first cannot be held for lack of a quorum. The interval between the first and second meetings may not be less than seven days or more than sixty days.

If the meeting is postponed for any reason other than lack of a quorum, members are informed of this, together with the reasons, in the same way as for the first invitation. The second meeting must be held within six months of the postponement at the latest. Members are invited to the second meeting again according to the rules in the first paragraph. A General Assembly meeting may not be postponed more than once.

Meeting Procedure

Article 12– The General Assembly meets with the attendance of an absolute majority of the members entitled to attend, or two thirds in the case of amending the Statute or dissolving the Association. If the meeting is postponed for lack of a quorum, no quorum is required at the second meeting. However, the number of members attending this meeting may not be less than twice the total number of members of the Board of Directors and the Audit Board.

The list of members entitled to attend the General Assembly is kept available at the meeting venue. The official identity documents of members entering the venue are checked by members of the Board of Directors or by officials it appoints. Members enter the venue by signing next to their names on the list prepared by the Board of Directors.

If the quorum is reached, this is recorded in minutes and the meeting is opened by the Chairman of the Board of Directors or a board member the Chairman appoints. If the quorum is not reached, the Board of Directors also draws up minutes.

After the opening, a meeting council is formed by electing a chair to run the meeting and enough deputy chairs and secretaries.

In votes to elect the Association’s bodies, members who vote must show their identity documents to the meeting council and sign next to their names on the attendance list.

The chair of the meeting council is responsible for running the meeting and for its security.

Only items on the agenda are discussed at the General Assembly. However, topics that one tenth of the members present request in writing must be added to the agenda.

Each member has one vote at the General Assembly and must vote in person. Honorary members may attend General Assembly meetings but cannot vote. If a legal entity is a member, its chairman of the board or the person it appoints as representative votes.

The matters discussed and decisions taken at the meeting are recorded in minutes, signed jointly by the chair of the meeting council and the secretaries. At the end of the meeting, the minutes and other documents are handed to the Chairman of the Board of Directors, who is responsible for keeping them and handing them to the newly elected Board of Directors within seven days.

Voting and Decision-Making Procedures of the General Assembly

Article 13- Unless decided otherwise, votes at the General Assembly are open. In open votes, the method set by the Chair of the General Assembly is used.

In a secret ballot, members mark the papers or ballots sealed by the meeting chair and place them in an empty box. When voting ends, the ballots are counted openly and the result is announced.

Decisions of the General Assembly are taken by an absolute majority of the members attending. However, decisions to amend the Statute or dissolve the Association can only be taken by a two-thirds majority of the members attending.

Decisions Taken Without a Meeting or Without Notice

Decisions taken with the written participation of all members without meeting, and decisions taken when all members of the Association meet without following the invitation procedure in this Statute, are valid. Taking decisions in this way does not replace an ordinary meeting.

Duties and Powers of the General Assembly

Article 14- The General Assembly discusses and decides on the following matters:

Electing the bodies of the Association,
Amending the Statute of the Association,
Discussing the reports of the Board of Directors and the Audit Board, and releasing the Board of Directors from liability,
Discussing the budget prepared by the Board of Directors and approving it as is or with changes,
Supervising the other bodies of the Association and, where necessary, removing them from office for just cause,
Examining and deciding on objections to Board of Directors decisions rejecting membership or expelling members,
Authorising the Board of Directors to buy immovable property needed by the Association or to sell existing immovable property,
Examining the regulations prepared by the Board of Directors on the Association’s work and approving them as is or with changes,
Setting the fees, allowances, travel expenses and compensation for the chair and members of the Board of Directors and Audit Board who are not public officials, and the daily allowances and travel expenses for members assigned to Association duties,
Deciding whether the Association joins or leaves a federation,
Deciding to open branches of the Association and authorising the Board of Directors to carry out the procedures for the branches it has decided to open,
Deciding whether the Association carries out international activities, or joins or leaves associations and organisations abroad,
Setting up a foundation for the Association,
Dissolving the Association,
Examining and deciding on other proposals of the Board of Directors,
As the highest body of the Association, handling matters and exercising powers not assigned to any other body,
Granting the Board of Directors full or partial authority to carry out the areas and methods of work and the field of activity listed above, in order to achieve the Association’s purpose,
Carrying out other duties that the legislation assigns to the General Assembly.

Composition of the Board of Directors

Article 15– The Board of Directors consists of five full and five substitute members elected by the General Assembly.

At its first meeting after the election, the Board of Directors divides its duties by decision and appoints a chairman, vice-chairman, secretary, treasurer and member.

The Board of Directors may be convened at any time, provided all members are notified. It meets when more than half of its members are present. Decisions are taken by an absolute majority of the members attending.

If a full member’s seat on the Board of Directors becomes vacant through resignation or any other reason, substitute members must be called to serve in order of the number of votes they received at the General Assembly.

Duties and Powers of the Board of Directors

Article 16- The Board of Directors:

Represents the Association, or authorises one or more of its members or third parties to do so,
Handles income and expense accounts, and prepares the budget for the next period and submits it to the General Assembly,
Prepares regulations on the Association’s work and submits them to the General Assembly for approval,
With authority from the General Assembly, buys immovable property, sells the Association’s movable and immovable property, has buildings or facilities built, enters into leases, and establishes pledges, mortgages or rights in rem in favour of the Association,
With authority from the General Assembly, carries out the procedures for opening branches,
Ensures that the Association’s branches are audited,
Opens representative offices where necessary,
Implements the decisions of the General Assembly,
At the end of each financial year, prepares the Association’s operating account statement, or balance sheet and income statement, and a report on the work of the Board of Directors, and submits them to the General Assembly when it meets,
Ensures that the budget is implemented,
Decides on admitting members to the Association and expelling them,
Takes and implements all kinds of decisions needed to achieve the Association’s purpose,
Sets and adopts the logo of the Association, in compliance with the relevant legislation,
Carries out other duties and exercises other powers given to it by the legislation.

Composition of the Audit Board

Article 17- The Audit Board consists of three full and three substitute members elected by the General Assembly. If a full member’s seat on the Audit Board becomes vacant through resignation or any other reason, substitute members must be called to serve in order of the number of votes they received at the General Assembly.

Duties and Powers of the Audit Board

Article 18– The Audit Board checks, according to the principles and procedures set out in the Statute and at intervals of no more than one year, whether the Association is working in line with the purpose stated in its Statute and the areas of work set out to achieve that purpose, and whether its books, accounts and records are kept in accordance with the legislation and the Statute. It submits the audit results in a report to the Board of Directors and, when it meets, to the General Assembly.

The Audit Board convenes the General Assembly when necessary.

Changes in the Board of Directors and Their Notification

Article 19- If the office of Chairman of the Board of Directors becomes vacant for any reason, the Board of Directors elects one of its members as chairman. The new chairman serves until the ordinary General Assembly. If this is not possible, the members of the Board of Directors or the Audit Board convene an extraordinary meeting within 30 days at the latest and the bodies are elected.

Changes in the Board of Directors and the Audit Board are reported within one month to the highest local administrative authority where the Association’s headquarters is located.

Meetings and Decisions of the Board of Directors

Article 20- The Board of Directors is convened when needed by the Chairman or by a person the Chairman appoints.

Decisions are taken by an absolute majority of those attending. Decisions are written in the decision book and signed.

Attendance of Board Members at Meetings

Article 21- If a member of the Board of Directors misses 3 consecutive meetings without excuse, they are removed from office by decision of the Board of Directors and the first substitute member is called to replace them. The same procedure applies to the Audit Board.

Employment of Staff

Article 22- Where necessary, volunteer or paid staff may be employed at the Association’s headquarters by decision of the Board of Directors.

Sources of Income of the Association

Article 23– The sources of income of the Association are listed below.

Membership Dues: Members pay an entry fee of TRY 10 and annual dues of TRY 20. The General Assembly is authorised to increase or decrease these amounts.
Branch dues: To cover the general expenses of the Association, 50% of the member dues collected by branches are sent to headquarters every six months,
Donations and contributions made voluntarily to the Association by natural and legal persons.
Income from activities organised by the Association, such as tea parties and meetings, trips and entertainment, performances, concerts, competitions, conferences, panels, symposia and fairs,
Income from all kinds of publications to be sold or distributed, such as journals and bulletins, and from advertising,
Income from the Association’s assets,
Donations and contributions collected in accordance with the legislation on fundraising.
Profits from commercial activities the Association undertakes to obtain the income it needs to achieve its purpose.
Other income.

Bookkeeping Principles and Procedures of the Association

Article 24- The bookkeeping principles and procedures are set out below.

Bookkeeping Principles

The Association keeps its books on an operating account basis. However, if annual gross income exceeds the threshold set in Article 31 of the Regulation on Associations, books are kept on a balance sheet basis from the following accounting period.

If the Association has moved to a balance sheet basis and falls below this threshold for two consecutive accounting periods, it may return to an operating account basis from the following year.

Regardless of this threshold, books may be kept on a balance sheet basis by decision of the Board of Directors.

If the Association opens a commercial enterprise, separate books are kept for that enterprise in accordance with the Tax Procedure Law.

Recording Procedure

The Association’s books and records are kept in accordance with the procedures and principles set out in the Regulation on Associations.

Books to Be Kept

Article 25- The Association keeps the following books.

The books to be kept on an operating account basis, and the rules to follow, are as follows:

Decision Book: Decisions of the Board of Directors are entered in this book in order of date and number and signed by the members attending the meeting.
Membership Register: The identity details of members and their dates of joining and leaving are entered in this book. The entry fees and annual dues paid by members may also be entered.
Correspondence Register: Incoming and outgoing documents are entered in this book with their date and serial number. Originals of incoming documents and copies of outgoing documents are filed. Documents sent or received by email are kept as printouts.
Operating Account Book: Income received and expenses made on behalf of the Association are entered clearly and regularly in this book.
Receipt Register: The series and serial numbers of receipts, the names, surnames and signatures of those who take and return them, and the dates they take and return them are entered in this book.
Fixed Assets Register: The date and method of acquiring the Association’s fixed assets, where they are used or given, and the removal from the register of those that have reached the end of their useful life are entered in this book.

Keeping the Receipt Register and the Fixed Assets Register is not mandatory.

The books to be kept on a balance sheet basis, and the rules to follow, are as follows:

The books listed in sub-paragraphs 1, 2 and 3 of paragraph (a) are also kept when books are kept on a balance sheet basis.
Journal and General Ledger: These books are kept and entries are made in accordance with the Tax Procedure Law and the General Communiqués on the Accounting System Application issued by the Ministry of Finance under the authority given by that Law.

Certification of Books

Article 26- Books the Association is required to keep (except the General Ledger) are certified by the Provincial Directorate of Associations or a notary before use. These books are used until their pages run out, and no interim certification is required. However, the Journal kept on a balance sheet basis must be certified again every year, in the last month before the year in which it will be used.

Preparation of Income Statement and Balance Sheet

Article 27- If records are kept on an operating account basis, an “Operating Account Statement” (as set out in Annex 16 of the Regulation on Associations) is prepared at year end (31 December). If books are kept on a balance sheet basis, a balance sheet and income statement are prepared at year end (31 December) on the basis of the General Communiqués on the Accounting System Application issued by the Ministry of Finance.

Income and Expense Transactions of the Association

Article 28- Income and expense documents:

The Association’s income is collected with a “Receipt” (a sample of which is in Annex 17 of the Regulation on Associations). If income is collected through banks, documents issued by the bank, such as a transfer slip or account statement, replace the receipt.

The Association’s expenses are made with expense documents such as invoices, retail sales receipts and self-employment receipts. However, for payments falling under Article 94 of the Income Tax Law, an expense voucher under the Tax Procedure Law is used, and for payments outside this scope, documents such as an “Expense Receipt” (a sample of which is in Annex 13 of the Regulation on Associations) or a “Bank Transfer Slip” are used as expense documents.

Free deliveries of goods and services by the Association to persons, institutions or organisations are made with an “In-Kind Aid Delivery Document” (a sample of which is in Annex 14 of the Regulation on Associations). Free deliveries of goods and services to the Association by persons, institutions or organisations are accepted with an “In-Kind Donation Receipt” (a sample of which is in Annex 15 of the Regulation on Associations).

These documents are printed in the form and size shown in Annexes 13, 14 and 15, with consecutive series and serial numbers, as self-carbon books of fifty originals and fifty counterfoils, or as forms or continuous forms printed by electronic systems and typewriters. Documents printed as forms or continuous forms must have the stated characteristics.

Receipts

Article 29- The “Receipts” used to collect the Association’s income (in the form and size shown in Annex 17 of the Regulation on Associations) are printed by a printing house by decision of the Board of Directors.

The printing and checking of receipts, their collection from the printer, their entry in the books, their handover between outgoing and incoming treasurers, and their use by the person or persons who will collect income on behalf of the Association, as well as the handover of the income collected, follow the relevant provisions of the Regulation on Associations.

Letter of Authority

Article 30- Apart from full members of the Board of Directors, the person or persons who will collect income on behalf of the Association are designated by decision of the Board of Directors, which also states the period of their authority. A “Letter of Authority” (set out in Annex 19 of the Regulation on Associations), containing the full identity, signature and photograph of each person who will collect income, is issued by the Association in two copies and approved by the Chairman of the Board of Directors. Full members of the Board of Directors may collect income without a letter of authority.

The Board of Directors sets the validity of letters of authority at one year at most. Expired letters of authority are renewed in accordance with the first paragraph. When a letter of authority expires, or when its holder leaves office, dies, or is dismissed, the letter must be returned to the Board of Directors within one week. In addition, the authority to collect income may be revoked at any time by decision of the Board of Directors.

Retention Period for Income and Expense Documents

Article 31- Except for the books, receipts, expense documents and other documents used by the Association are kept for 5 years, in the number and date order of the books in which they are recorded, without prejudice to periods set by special laws.

Filing of Declarations

Article 32- The “Association Declaration” (in Annex 21 of the Regulation on Associations), covering the Association’s activities in the previous year and the year-end results of its income and expense transactions, is completed by the Board of Directors and submitted by the President of the Association to the local administrative authority within the first four months of each calendar year.

Notification Obligation

Article 33- Notifications to the local administrative authority:

General Assembly Results Notification

Within thirty days of an ordinary or extraordinary General Assembly meeting, a General Assembly Results Notification (in Annex 3 of the Regulation on Associations), listing the full and substitute members elected to the Board of Directors, the Audit Board and the other bodies, is submitted to the local administrative authority. If the Statute is amended at the General Assembly meeting, the minutes of the meeting, the old and new versions of the amended articles, and the final version of the Statute with every page signed by an absolute majority of the members of the Board of Directors are submitted to the local administrative authority with a covering letter within the period stated in this paragraph.

Notification of Immovable Property

Immovable property acquired by the Association is reported to the local administrative authority within thirty days of its registration in the land registry, by completing the “Immovable Property Notification” (in Annex 26 of the Regulation on Associations).

Notification of Receiving Aid from Abroad

If the Association is to receive aid from abroad, it notifies the local administrative authority before receiving the aid by completing the “Notification of Receiving Aid from Abroad” (set out in Annex 4 of the Regulation on Associations).

Cash aid must be received through banks, and the notification requirement must be met before it is used.

Notification of Changes

A change in the Association’s address is reported with the “Change of Address Notification” (in Annex 24 of the Regulation on Associations), and changes in the Association’s bodies outside a General Assembly meeting are reported with the “Notification of Changes in the Association’s Bodies” (in Annex 25 of the Regulation on Associations), to the local administrative authority within thirty days of the change.

Amendments to the Statute are also reported to the local administrative authority, attached to the General Assembly Results Notification, within thirty days of the General Assembly meeting at which the amendment was made.

Internal Audit of the Association

Article 34- Internal audits of the Association may be carried out by the General Assembly, the Board of Directors or the Audit Board, and independent audit firms may also be engaged. An audit by the General Assembly, the Board of Directors or an independent audit firm does not remove the obligation of the Audit Board.

The Audit Board audits the Association at least once a year. The General Assembly or the Board of Directors may carry out an audit, or have an independent audit firm do so, when necessary.

Borrowing Procedures of the Association

Article 35- The Association may borrow by decision of the Board of Directors when needed to achieve its purpose and carry out its activities. This borrowing may be for purchasing goods and services on credit or in cash. However, the Association may not borrow amounts that cannot be covered by its sources of income or that would put it in financial difficulty.

Establishment of Branches of the Association

Article 36- The Association may open branches where necessary by decision of the General Assembly. For this purpose, a founding committee of at least three people authorised by the Board of Directors submits the branch establishment notification and the required documents set out in the Regulation on Associations to the highest local administrative authority where the branch will be opened.

Duties and Powers of Branches

Article 37– Branches are internal units of the Association without legal personality. They are tasked and authorised to carry out autonomous activities in line with the Association’s purpose and areas of service, and are themselves liable for the receivables and debts arising from all their transactions.

Bodies of Branches and Provisions Applicable to Branches

Article 38- The bodies of a branch are the General Assembly, the Board of Directors and the Audit Board.

The General Assembly consists of the registered members of the branch. The branch General Assembly elects a Board of Directors of five full and five substitute members and an Audit Board of three full and three substitute members.

The duties and powers of these bodies, and the other provisions of this Statute concerning the Association, also apply to branches within the framework set by the legislation.

Meeting Times of Branch General Assemblies and Representation at the Headquarters General Assembly

Article 39- Branches must complete their ordinary General Assembly meetings at least two months before the headquarters General Assembly meeting.

The ordinary General Assembly of a branch meets once every 3 years in September, on the day and at the place and time set by the branch Board of Directors.

Branches must send a copy of their General Assembly Results Notification to the local administrative authority and to the Association’s headquarters within thirty days of the meeting.

While there are up to three branches, branches take part in the headquarters General Assembly through the direct participation of all their members. If there are more than three branches, they take part through delegates elected at the branch General Assembly: one (1) delegate for every twenty (20) members registered at the branch, plus one more if the remaining number of members is more than 10.

The delegates elected at the most recent branch General Assembly attend the headquarters General Assembly. Members of the headquarters Board of Directors and Audit Board attend the headquarters General Assembly but cannot vote unless they have been elected as delegates on behalf of a branch.

Members of a branch Board of Directors or Audit Board who are elected to the headquarters Board of Directors or Audit Board leave their branch posts.

Opening Representative Offices

Article 40-The Association may open representative offices by decision of the Board of Directors where it considers necessary to carry out its activities. The address of the office is notified in writing to the local administrative authority by the person or persons appointed as representatives by decision of the Board of Directors. Representative offices are not represented at the Association’s General Assembly. Branches may not open representative offices.

Procedure for Amending the Statute

Article 41- The Statute may be amended by decision of the General Assembly. To amend the Statute, a 2/3 majority of the members entitled to attend the General Assembly is required. If the meeting is postponed for lack of a quorum, no quorum is required at the second meeting. However, the number of members attending this meeting may not be less than twice the total number of members of the Board of Directors and the Audit Board.

The majority required to amend the Statute is 2/3 of the votes of the members attending and entitled to vote. The vote on amending the Statute at the General Assembly is open.

Dissolution of the Association and Liquidation of Its Assets

Article 42– The General Assembly may decide to dissolve the Association at any time. For the General Assembly to discuss dissolution, a 2/3 majority of the members entitled to attend is required. If the meeting is postponed for lack of a quorum, no quorum is required at the second meeting. However, the number of members attending this meeting may not be less than twice the total number of members of the Board of Directors and the Audit Board.

The majority required for a decision to dissolve is 2/3 of the votes of the members attending and entitled to vote. The vote on dissolution at the General Assembly is open.

Liquidation Procedures

When the General Assembly decides to dissolve the Association, its money, property and rights are liquidated by a liquidation committee made up of the members of the last Board of Directors. This process begins on the date the General Assembly decision on dissolution is taken or the date on which automatic termination becomes final. During liquidation, the name “Medical Biotechnology Association in Liquidation” is used in all transactions.

The Liquidation Committee is tasked and authorised to complete the liquidation of the Association’s money, property and rights from start to finish in accordance with the legislation. The committee first examines the Association’s accounts. During this examination, the Association’s books, receipts, expense documents, land registry and bank records and other documents are identified, and its assets and liabilities are recorded in minutes. During liquidation, the Association’s creditors are called on, and any property is converted into cash and paid to the creditors. If the Association is owed money, the receivables are collected. After receivables are collected and debts are paid, all remaining money, property and rights are transferred to the recipient designated by the General Assembly. If the General Assembly has not designated a recipient, they are transferred to the association in the same province whose purpose is closest and which has the most members on the date of dissolution.

All liquidation transactions are shown in the liquidation minutes, and liquidation is completed within three months, except for additional time granted by the local administrative authority for just cause.

After the liquidation and transfer of the Association’s money, property and rights are complete, the liquidation committee must notify the local administrative authority where the Association’s headquarters is located in writing within seven days, attaching the liquidation minutes.

The members of the last Board of Directors, acting as the liquidation committee, are responsible for keeping the Association’s books and documents. This duty may also be given to one member of the board. These books and documents are kept for five years.

Matters Not Covered

Article 43– For matters not covered by this Statute, the provisions on associations in the Law on Associations, the Turkish Civil Code, the Regulation on Associations issued under these Laws and other relevant legislation apply.

Provisional Article 1- The members of the Provisional Board of Directors, who will represent the Association and carry out its business until the Association’s bodies are formed at the first General Assembly, are listed below.

Medical Biotechnology Association (MEBID)

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