CHARTER OF THE ASSOCIATION FOR RENEWABLE ENERGY RESEARCH
Name and Head Office of the Association
Article 1- Name of the Association is the “ASSOCIATION FOR RENEWABLE ENERGY RESEARCH.” The ASSOCIATION OF RENEWABLE ENERGY RESEARCH is abbreviated as YENADER in the following sections.
The head office of the association is located in Istanbul. It has no branch offices.
Address: CEVİZLİ MAHALLESİ TUGAY YOLU CADDESİ NO:8 MALTEPE / ISTANBUL
The Association’s Purpose; Operations and Activities to Be Pursued by the Association to Advance Its Purpose; and Focus Areas
The purposes for which the Association has been established includes promoting development and generalized use of renewable energy sources; advocating for protecting the natural environment, efficient and generalized use of renewable energy sources and their contribution to the national economy; raising public and sector knowledge and awareness levels; driving research and development of basic equipment and production technologies for the renewable energy industry; helping to ensure measurement, application and installation of renewable energy systems in line with the technical codes; enhancing collaboration with non-governmental organizations in countries actively involved in renewable energy production and sharing our developmental experiences with agencies and institutions in those countries on all platforms; in short, providing for consideration of social, economic and ecological dimensions of renewable energy use in Turkey on a national and international scale; gathering electricity producers, sellers, suppliers, operators, implementers and other auxiliary industries serving the renewable energy industry to support solidarity and unity of our joint strengths to drive sectoral synergy; promoting electricity production from renewable energy sources and helping to raise awareness of renewable energy use; engaging with the relevant authorities, agencies, institutions and public organizations to promote nationwide awareness of the value of electricity production from renewable energy sources, energy saving and its applications and rapidly transforming it to value for the nation; representing the renewable energy industry on relevant platforms; engaging universities, research and development organizations and scientific organizations in dialogue to explore opportunities for collaboration on the scientific necessity of renewable energy; informing public segments on the benefits of generating electricity from renewable energy sources for the economy and the individual; supporting compliance of renewable energy electricity generation system application and installation with technical specifications; raising consumers’ awareness of materials, applications and the their benefits; coordinating with all industrial branches referenced above, which are associated with electricity generation from renewable energy, as well as any public or private sector entity who use renewable energy directly or indirectly, including all agencies and authorities, to raise the economics and awareness of renewable energy and economy; contributing to the development of indigenous, innovative energy equipment and methodologies in Turkey, and supporting efforts that will increase our country’s international competitiveness by raising the industry, employment and knowledge level; and toward that end, researching and developing indigenous energy equipment manufacturing technologies, supporting energy equipment manufacturing industries; raising our national capabilities for using national energy resources to reduce dependency on energy and equipment exports; supporting our national energy industry to help expand employment in the sector; soliciting generalized and powerful support from the general public; engaging in projects toward that end; helping to support legal security of investments, if at all possible, in view of legal actions and lawsuits to object to administrative actions, such as permits, approvals, pre-licenses, licenses, EIA report or the absence of need therefor, issued by government agencies with jurisdiction over renewable energy sources; and providing guidance during litigations. The Association may seek to be an intervener in any lawsuits related with the Association’s purpose and focus areas, and may issue reports, provide expert opinion, seek information from the parties to such lawsuits and may appoint observers for hearings. The Association will strive to seek any legal recourse on behalf of itself and/or its members or the general public, to protect consumers’ and public rights and interests.
Forms of Action to Be Taken by the Association and Focus Areas
To advance its mission, YENADER will engage in the following activities:
Recognizes energy efficiency as its core goal and strategic priority, for reducing the burden on the national economy from energy costs by promoting more efficient use of national resources and minimizing the adverse effects of energy use on the environment;
Coordinates with professional organizations and other relevant governmental and non-governmental organizations;
Collaborates with national and international non-governmental organizations for the protection of natural environment and resources;
Strives to implement the measures that need to be taken under the Kyoto protocol;
Drives the implementation of the European Union and National regulations described below;
Promoting the generalization and development of renewable energy sources; advocating publicly for the protection of natural environment, efficient and generalized use of renewable energy sources and their contribution to the national economy; raising public and industry knowledge and awareness; helping to develop the renewable energy sources industry;
Enhancing collaboration with non-governmental organizations in countries actively involved in renewable energy production and sharing our developmental experiences with agencies and institutions in those countries on all platforms;
Driving consensus on consideration of social, economic and ecological dimensions of renewable energy use in Turkey on a national and international scale;
engaging with the relevant authorities, agencies, institutions and public organizations to promote nationwide awareness of the value of electricity production from renewable energy sources, energy saving and its applications and rapidly transforming it to value for the nation; representing the renewable energy industry on relevant platforms;
Engaging universities, research and development organizations and scientific organizations in dialogue to explore opportunities for collaboration on the scientific necessity of renewable energy;
Striving at all levels for a sustainable world; supporting the 6ht and 13th articles of the United Nations Sustainable Development Goals; and drive efficient use of available energy sources and raising awareness of energy efficiency.
The Association will strive to take whatever action necessary to protect the consumers’ and public rights and interests on behalf of itself and/or its members or the general public.
Focus Areas of the Association
YENADER will engage in the following activities to advance its purpose:
- ACTIVITIES FOR ADVANCING PUBLIC INTEREST
- a) Developing and proposing to the authorities projects aimed at raising nationwide awareness of renewable energy use and applications across broader societal segments.
b) Engaging in awareness campaigns to promote renewable energy use for the environment and future generations, reducing energy consumption costs, promoting adoption of renewable energy sources to drive clean energy use, helping to protect the environment as part of the efforts to combat global warming, and collaboration with the agencies concerned to promote understanding of issues.
c) Examining the work and practices around the world in the industry, and driving their adoption for use in Turkey, engaging other NGOs around the world focused on the same issues for joint action, organizing awareness campaigns and events to promote renewable energy use across the nation, demonstrating how renewable energy use can reduce energy imports, engaging economy leaders to promote understanding of how renewable energy use can contribute to the national economy, and drive the enactment of supporting regulations.
d) Establishing internal committees to advise and take part in workshops with the agencies concerned to promote enactment of legislation incentivizing renewable energy use.
e) Developing and proposing projects to the government authorities concerned for promoting use and application of renewable energy nationwide.
f) Taking legal action to protect the rights of and informing members and non-members, undertaking preliminary work on the potential precautions and collaborating with the agencies and institutions concerned.
g) Coordinating joint action with the public agencies concerned for establishing standards for renewable energy systems.
ı) Collaborating with local and foreign subject-matter experts to drive growth of the industry and executors.
i) Promoting research and development and cooperation and collaboration therefor between members, universities and research organizations.
j) Developing relevant training modules and systems, providing vocational training, and collaborating with Vocational High Schools, public agencies, other professional organizations and members for this purpose.
k) To achieve the purposes described above, the association may organize meetings, training and seminars, take part in exhibitions and fairs, publishes and distributes brochures and technical documents, takes part in relevant events with press organizations, make use of advertising propaganda and promotion purposes related with its areas of focus in newspapers and magazines, acquire or sell real property, print or publish journals, newsletters or similar publications, and may solicit advertising on these publications, and engage in a business enterprise.
l) The Association may cooperate and collaborate with Development agencies, particularly those who support various development initiatives in Turkey, and various agencies within the European Union, World Bank, United Nations, on projects directly aimed at humanitarian or relief projects, as well as programs for promoting development, and may accept donations and technical assistance from said organizations within the confines of legal requirements.
- ACTIVITIES FOR COLLABORATING WITH UNIVERSITIES, SCIENCE ORGANIZATIONS AND RESEARCH AND DEVELOPMENT INSTITUTIONS
- a) Driving collaboration with universities for processing and developing issues in environmental awareness on scientific platforms.
b) Engaging Research and Development Institutions in joint actions for developing research projects for advancing power generation from existing sources of energy.
- a) Providing support to members or other legal persons who request it, on compliance with the relevant standards, laws, regulations and codes.
b) Engaging with regulatory agencies to propose suggestions and take part in regulation development work on the matters of updating current standards on renewable energy production equipment and practices, developing them to meet the needs, and creating new standards where none exists, and taking part in regulatory work on behalf of legal persons who are members of the association.
c) Informing members and the parties concerned on renewable energy production equipment, for which standards have been established by the competent authorities.
d) Monitoring changes in the standards around the world concerning this technology and driving updates and revisions to ensure the standards remain up-to-date.
- a) With a view to raising public awareness of the benefits of renewable energy use for the country, approaching any organizations, institutions or agencies, who serve a similar purpose and with whom joint action can help achieve the association’s goals, for integration and collaboration.
b) Maintaining contact with all associations, foundations, platforms and others which have been involved in this matter, directly or indirectly, and integrate with movements that would contribute to advancing the vision and growth of the association.
c) Informing members in cases where a collaboration is considered to be beneficial.
EDUCATION, PROMOTION AND PUBLICATION ACTIVITIES
To achieve its purpose, YENADER will engage in the following activities on national and international platforms:
Organizing or joining in the organization of meetings, seminars or symposia for educational and/or promotional purposes,
Organizing exhibitions or fairs, or participate in similar events,
Prepare and distribute brochures, technical documents, journals or similar publications,
Responding to inquiries from the press and media organizations, and participating in those events,
Engaging in any form of advertising, promotion and propaganda efforts related with its focus areas and/or other areas directly or indirectly related with the same, and participating in activities toward that end,
Providing training to technical staff and executors, and engaging in certification work, based on authorization from relevant public agencies or institutions.
Enrolling members in line with the main charter,
Organizing cultural, social and sportive events and activities to promote unity, solidarity and cooperation among members,
Taking action to acquire a building with annexes to serve as the association’s headquarters, at a suitable location to enable members’ to gather for cultural, social and sportive purposes and to advance more efficient and orderly functioning of the association in a complex structure.
Establishing partnerships, business enterprises, foundations or solidarity funds and/or collaborating with such institutions for projects for generating income on matters related with its focus areas and services, and establishing branch offices, in or outside the country, at suitable locations, subject to a decision of the General Assembly therefor, and meeting the applicable regulatory requirements.
Right to Become Member and Membership Procedures
Article 4- Any natural or legal person, who has legal capacity, embraces the goals and principles of the Association, agrees to work to advance those goals and principles, and meets the conditions prescribed in the Regulation is entitled to become a member of the Association. Foreign nationals seeking membership must hold a valid permit to reside in Turkey. There are no conditions for honorary membership.
An application submitted to the Association’s chair in writing will be accepted or rejected by the board of directors and notified to the applicant within not more than thirty days. Members whose membership applications have been accepted will be registered in a registered created for this purpose.
The principal members of the Association are the founders and those individuals whose application for membership has been accepted by the board of directors.
Persons who have provided substantial material or immaterial support to the Association may be granted honorary member status by a decision of the board of directors.
Withdrawal from Membership
Article 5- Any member may withdraw from membership of the Association by a written notice.
Withdrawal will be considered final as soon as a resignation letter from the member is received by the board of directors. Withdrawal from membership will not acquit a former member from accrued prior debts.
Removal from Membership
Article 6- Circumstances that require removal of a member from membership of the Association include:
1-breaching the Association’s charter,
2-avoiding performing assigned tasks,
3-refusal to pay the membership dues despite repeated written warnings,
4-refusal to abide by the decisions taken by the Association’s organs,
5-no longer meeting the criteria for membership
A member will be removed from membership by a decision of the board of directors if any of the conditions listed above occurs.
Those who resign or are removed from membership will be deleted from the membership register, and may have no claims on the association’s property.
Article 7- The Association has the following organs:
2-Board of Directors
3-Board of Auditors
7.1. Membership Conditions for Legal Persons
Meeting the General Requirements for Membership.
Adopting a decision on the company’s board of directors for membership in YENADER and designating an authorized representative (i.e. the company’s owner, chairperson of the board of directors or a senior executive) in writing.
7.2. Membership Conditions for Natural Persons
Any person who meet the General Requirements for Membership, based on their focus area, may be accepted as a member of YENADER by a decision of the board of directors.
Also, upon written nomination by a legal person member of YENADER, a natural person who meets the “General Requirements of Membership” listed under Article 6.1 and a member of the nominating company, may become a member of YENADER upon a decision of the YENADER Board of Directors.
Forming, Meeting Times and Invitation and Meeting Procedure of the General Assembly
Article 8- The general assembly, the highest decision organ of the association, consists of registered members of the association. The general assembly will be called by the board of directors for a meeting:
1- in ordinary fashion, at times specified in the charter,
2- or in extraordinary fashion, when deemed necessary by the board of directors or the board of auditors, or upon the written request of one fifth of the association’s members. If the board of directors omits to call the general assembly for a meeting, a civil judge may, upon request by a member, appoint three members to call the general assembly for a meeting.
Ordinary general assembly will be held once every three years in May, on a date and time as will be decided by the board of directors.
The board of director will compile a list of members who are entitled to attend the general assembly according to the charter. Members who are entitled to attend the general assembly will be invited to attend, by publishing the meeting date, time, place and agenda at least fifteen days in advance in at least one newspaper or the association’s website, by written notice, by sending a message to the electronic mail address or a contact number designated by the member, or by announcement on local publications. The announcement will also specify the date, time and place of the second meeting, if the meeting cannot be held by failure to make meeting quorum. The timeframe between the first and the second meetings may not be less than seven days, or more than sixty days.
If a meeting is deferred for any reason other than failure to make quorum, this will be announced to members, by following the same invitation procedure for the first meeting, stating the reasons for deferral. The second meeting must be held within not more than six months after the deferral date. The members will be invited to the second meeting on the basis of the requirements listed under the first paragraph above.
A general assembly meeting may not be deferred more than once.
The general assembly quorum is the absolute majority, and for charter changes or termination of the association, the quorum is two thirds of members who are entitled to attend the general assembly. If the majority cannot be achieved and the meeting deferred, the majority requirement will not be applied to the second meeting. However, the number of members attending the meeting cannot be less than two-times that of the total membership of the board of directors and the board of auditors.
A list of members entitled to attend the general assembly will be maintained at the meeting place. Members of the board of directors or their designees will check the identification cards of attending members, issued by official authorities. Members will enter the meeting hall by signing their signature next to their name on the list issued by the board of directors.
If the meeting quorum has been met, this will be officially documented and the chairperson of the board of directors, or a member of the board of directors designated by them will open the meeting. If the meeting quorum has not been made, this will also be officially documented by the board of directors.
After the opening, a meeting council will be formed, comprising a chairperson and a sufficient number of vice-chairs and secretaries.
When voting for selection of the association’s organs, voting members must present their identification cards to the meeting council, and sign their signature next to their names on the attendance sheet.
The responsibility lies with the meeting council to administer and ensure security of the meeting.
Only the agenda matters can be discussed during a general assembly. However, the matters that have been raised upon the written request of a tenth of the members present during the meeting must be also included in the agenda.
Each member will have one vote at the general assembly, which must be used in person. Honorary members may attend, but cannot vote at a general assembly. In the case of legal person members, the vote will be cast by the board of directors of the legal person or their designated representative.
Every matter that has been discussed and all decisions adopted during the meeting will be documented in minutes, and co-signed by the council chair and secretaries. After the meeting, the minutes and the other documents will be delivered to the chairman of the board of directors, who will be responsible for preserving the documents and deliver the same to the newly-appointed board of directors.
Voting and Resolution Procedure of General Assembly
Article 9- Unless agreed otherwise, voting during the general assembly will be by open ballot. The procedure designated by the meeting council chair will be followed for open ballot.
If secret ballot will be used, tickets or papers, sealed by the meeting chair, will be marked and cast inside an empty bowl, and the result will be determined by an open count.
The resolutions of the general assembly will be adopted by an absolute majority of the members present, to the extent that resolutions for revising the charter or terminating the association will require a two-thirds majority of the members present.
Resolutions without Meeting or Invitation
Resolutions will be also valid if adopted by written participation of members, without all of their gathering physically, and if adopted by the whole of the association’s members without following the written invitation procedure laid out in the charter. Adoption of resolutions in such manner cannot substitute for an ordinary meeting.
Mandate of the General Assembly
Article 9- The general assembly will discuss and resolve the following matters:
1-Selection of the association’s organs
2-Revising the association’s charter
3-Discussing the board of directors and board of auditors reports, and absolving the board of directors
4-Discussing the budget proposal by the board of directors, and adopting the same with or without modifications
5-Authorizing the board of directors for acquiring real property that the Association needs or divesting existing ones
6-Reviewing and approving, with or without modifications, the regulations proposed by the board of directors, governing the association’s work
7-Determining the compensation to be paid to chairs and members of the association’s boards of directors and auditors, who are not public officials, including any stipends, allowance or other compensation, and the daily fees and allowances to be paid to members
8-The Association joining or withdrawing from a federation
9- The Association engaging in international operations, joining or withdrawing from associations or organizations abroad
10-The Association establishing a foundation
11-The termination of Association
12-Reviewing and resolving on other proposals by the board of directors
13-Performing such other duties as may be assigned by laws and regulations to the general assembly
The general assembly will oversee the association’s other organs and may dismiss them at any time on just grounds.
The general assembly will have the final decision in acceptance to or removal from membership. As the most senior decision organ of the association, it will perform any other functions and exercise any other powers that have not been delegated to another organ.
Organization and Mandate of the Board of Directors
Article 10- The board of directors will comprise five principal and five substitute members to be appointed by the general assembly.
At the first meeting after their appointment, the board of directors will allocate tasks among its members, appointing a chairperson, vice-chairperson, secretary, treasurer and member.
If there is a vacancy of a principal member due to resignation or other reasons, a substitute member must be activated, in the order of the majority of votes they had received at general assembly.
Duties and Powers of the Board of Directors
The board of directors will perform the following tasks:
1-Represent the association or delegate it to one or more of its members.
2-Oversee the income and expense accounts; prepare a budget proposal for the next period and submit it to the general assembly for approval.
3-Draft regulations on the functioning of the association and submit them to the general assembly for approval.
4-Acquire real property based on the authority therefor granted by the general assembly; divest movable or immovable property owned by the association; grant contracts for constructing buildings or facilities; enter into lease agreements; establish lien, mortgage or in-kind rights in favor of the association.
5-Arrange for establishment of liaison offices at appropriate location.
6-Execute resolutions adopted by the general assembly.
7-At the end of every operational year, issue the association’s operation account table or balance sheet and P&L table, and an annual report detailing the work of the board of directors, and submit the same to the general assembly.
8- See to the implementation of the budget.
9-Decide on matters of member enrollment and removal.
10-Take and implement any decision necessary to advance the association’s purpose.
11-Perform such other tasks and powers charged in it by law.
Organization and Mandate of the Board of Auditors
Article 11-A board of auditors, comprising three principal and three substitute members, will be appointed by the general assembly.
If there is a vacancy of a principal member of the board of auditors due to resignation or other reasons, a substitute member must be activated, in the order of the majority of votes they had received at general assembly.
Duties and Powers of the Board of Auditors
The board of auditors will in intervals of not more than one year and in accordance with the procedure established in the association’s charter audit and report to the board of directors, and to the general assembly when assembled, on whether the association has been functioning in line with the purpose and scope and focus areas as stated in its charter, and whether the books, accounts and records are maintained in line with the regulatory requirements and the association’s charter.
The board of auditors may call the general assembly for a meeting when required.
Revenue Sources of the Association
Article 12-The sources of revenue of the association include the following:
1-Membership Dues: Members will be charged an admission fee of TL 10, and a monthly due of TL 10. The general assembly is authorized to increase or decrease these amounts.
2-Voluntary donations by natural or legal persons.
3-Revenues generated from tea or dining parties, trips and entertainment, plays, concerts, sport events or conferences organized by the association.
4-Revenues generated from the Association’s assets.
5-Donations and aid collected in line with the regulatory requirements governing fund raisers for aid.
6-Revenues generated from commercial enterprises which the association engages in to obtain the funds needed for advancing its purpose.
Bookkeeping Principles and Procedures and the Ledgers Kept
Article 13-Bookkeeping principles:
The association will keep its books according to the enterprise bookkeeping regime. However, if the gross income exceeds the limit established in Article 31 of the Regulation on Associations, the balance sheet regime will be adopted from the following fiscal period.
If the balance sheet regime has been adopted, a switch back to the enterprise bookkeeping regime will be made, if the revenues remain below the aforesaid limit for two consecutive fiscal periods.
The association may adopt the balance sheet regime by a decision of the board of directors, the limit mentioned above notwithstanding.
If the association established a commercial enterprise, such enterprise will separately keep books according to the Code of Tax Procedure.
The association’s books and records will be maintained according to the principles and procedures established in the Regulation on Associations.
The association will keep the following books.
a) The books to be kept and principles followed under the enterprise account regime:
1-Decision Register: The decisions of the board of directors will be entered in this book, ordered by date and number, and all decisions will be undersigned by the members present at the meeting in question.
2-Member Register: Identification details of members, along with the admission and leaving dates, are entered in this book. The admission fees and the annual dues may be also recorded in this book.
3-Document Register: All incoming and outgoing documents are recorded in this book, ordered by date and number. The master copies of incoming documents and copies of outgoing documents are archived. Printouts of documents received or sent by electronic mail will be kept.
4-Enterprise Account Book: Any revenues generated and expenses incurred for the Association will be entered in this book in a clear and orderly manner.
5-Receipt Register: The serial numbers of receipts, the name, surname and signature of the recipient and returner, and the receiving or returning date will be entered in this book.
6-Assets Register: For all assets owned by the association, the acquisition date and method, where they are used or assigned, and the deregistration of obsolete ones are entered in this book.
Keeping of the Receipt Register and the Assets Register is not mandatory.
b)The books to be kept and principles followed under the balance sheet regime:
1- The books listed in paragraph (a), points 1, 2 and 3 will also be kept when using the balance sheet procedure.
2-Journal and General Ledger: The procedure for keeping these books and making entries therein will be performed in line with the Code of Tax Procedure and the General Implementing Notifications for Accounting Systems, issued based on the authorization conferred upon the Ministry of Finance by the Code of Tax Procedure.
Certification of Books
Any books that must be kept by the association (except the General Ledger) must be certified by the provincial directorate for associations or a notary public prior to putting them to use. The books will be used until they run out of free sheets, and interim certification will not be used. However, the Journal, which must be kept under the balance sheet regime, will have to be certified annually, in the last month before the year in which it will be used.
Issuing the P&L Table and Balance Sheet
If bookkeeping is according to the enterprise account regime, the “Enterprise Account Table” (as specified in Annex 16 to the Regulation on Associations) will be issued at the yearend (December 31). If bookkeeping is according to the balance sheet regime, a balance sheet and P&L table will be issued at yearend (December 31), according to the General Implementing Notifications for Accounting Systems, issued by the Ministry of Finance.
Recognizing Revenues and Expenses
Article 14-Revenue and expense documents:
Revenues of the association will be collected by issuing a “Receipt” (a template for which is provided in Annex 17 to the Regulation on Associations). Where the revenues are collected via banks, the receipt issued by the bank or account statement can substitute for a receipt.
The expenses of the association will be incurred against an invoice, retail receipt, freelance invoice or other proof of payment. However, for payments of the Association which fall under Article 94 of the Income Tax Code, a cost voucher, according to the Code of Tax Procedure, and for other payments an “Expense Voucher” (a template for which is provided in Annex 13 to the Regulation on Associations) or “Bank Receipt” will be used as expense document.
Any free-of-charge provision of goods or services by the association to an individual, organization or entity will be documented on an “In-Kind Aid Delivery Receipt” (a template for which is provided in Annex 14 to the Regulation on Associations). Any free-of-charge provision of goods or services to the Association by any individual, organization or entity will be accepted using an “In-Kind Donation Receipt” (a template for which is provided in Annex 15 to the Regulation on Associations).
The aforesaid documents must have the dimensions and form as illustrated in Annex 13, Annex 14 or Annex 15, respectively; they must be sequentially numbered; and they must be printed on self-copy paper with stubs containing fifty originals and fifty copies, or printed electronically by printers on a form or continuous form. The documents printed on forms or continuous form must be of the specified quality.
The “Receipts” that will be used for collecting revenues will be printed by a print house (according to the dimension and form requirements made in Annex 17 to the Regulation on Associations).
Printing and verification of receipts, receiving their delivery from the print house, their registration in the books, their transfer and acceptance between former and new treasurers, the use of these receipts by persons authorized to collect revenues for the association using the receipts, and the surrender of the revenues collected will be governed by the applicable provisions of the Regulation on Associations.
Certificate of Authorization
Any persons, other than the principal members of the board of directors, who will collect revenues on behalf of the association will be designated by a decision of the board of directors, stating the validity term of the authorization granted. The association will issue in two copies a “Certificate of Authorization” (as described in Annex 19 to the Regulation on Associations), containing the identification details, signature and photograph of the persons who are authorized to collect revenues, and approved by the chairperson of the board of directors. Principal members of the board of directors are authorized to collect revenues without a certificate of authorization.
The validity term of a certificate of authorization can be set by the board of directors to a maximum period of one year. Upon expiration, a certificate of authorization may be renewed according to the first paragraph above. In the event of expiration of the certificate of authorization, or the holder of the certificate leaving their post, or upon death, termination or removal of such person, they are required to return the certificate of authorization to the board of directors within one week. Also, the authorization to collect revenues may be withdrawn at any time by a decision of the board of directors.”
Retention Period of Revenue and Expense Documents
Except for the books, the receipts, expense vouchers and other documents used by the association will be retained for a period of 5 years, in accordance with the number and date stated in the register, without prejudice to any other retention periods established in regulations.
Filing of Declarations
Article 15- An “Association Declaration” (as specified in Annex 21 to the Regulation on Associations), regarding the association’s activities, revenues and expenses occurring during the previous year will be completed by the board of directors and submitted to the local government authority with competent jurisdiction by the association’s chairperson within the first four months of every calendar year.
Article 16- Reports to be submitted to the local government authority:
Notice of General Assembly Outcome
A Notice of General Assembly Outcome, covering a list of the principal and substitute members that have been appointed to sit on the board of directors and board of auditors (as specified in Annex 3 to the Regulation on Associations), must be submitted to the local government authority within thirty days after an ordinary or extraordinary meeting of the general assembly. If changes in the charter were discussed during the general assembly meeting, the general assembly meeting minutes, the former and new wording of the amended charter provisions, and the final version of the association’s charter, signed under each page by a majority of the members of the board of directors must be also submitted to the local government authority, with a cover letter and within the timeframe specified in this article.
Reporting of Real Property
Any real property acquired by the association must be reported to the local government authority within thirty days of registration with the title deeds office on a “Real Property Declaration” (a template of which is provided in Annex 26 to the Regulation on Associations).
Reporting of Foreign Funding
If the association is to accept funding from parties seated abroad, a “Notice of Foreign Funding” (as specified in Annex 4 to the Regulation on Associations) must be completed and submitted to the local government authority before accepting any such financial assistance.
Any funding must be provided via bank remittance and the requirement to give notice must be fulfilled prior to using such funds.
Reporting of Changes
Any changes in the seat of the association must be reported using a “Notice of Seat Change” (as described in Annex 24 to the Regulation on Associations), and changes in the association’s organs except by a meeting of the general assembly using a “Notice of Change in Association’s Organs” (as described in Annex 25 to the Regulation on Associations), to the local government authority within thirty days of such change taking effect.
Changes in the association’s charter must also be reported to the local government authority, in an attachment to the notice of general assembly outcome, within thirty days following the general assembly meeting at which the charter was amended.
Opening Liaison Offices
Article 17- The association may establish liaison offices when and where deemed necessary for carrying out the association’s operations, by a decision of the board of directors. The address of the liaison office, and the name(s) of the person(s) appointed as representative(s) by a decision of the board of directors will be reported to the local government authority on a written report. A liaison office will not be represented at the general assembly.
Internal Oversight of the Association
Article 18- Internal audits of the association may be conducted by the general assembly, board of directors or board of auditors, or by designated independent auditing organizations. An audit having been conducted by the general assembly, board of directors or an independent auditing organization will not absolve the board of auditors from its obligations.
The board of auditors will conduct an audit of the association at least once a year. The general assembly and the board of directors may also conduct audits when deemed necessary, or appoint an independent auditing organization to perform an audit.
Borrowing Procedure of the Association
Article 19- The association may borrow by a decision of the board of directors when needed to advance its goals and perform its activities. Such borrowing may take the form of purchasing goods or services on credit, or borrowing loans. However, no such borrowing may involve amounts that cannot be repaid using the association’s revenues or may render the association insolvent.
Amending the Charter
Article 20- The charter can be amended by a resolution of the general assembly.
A two thirds majority of members who are entitled to attend the general assembly will be required to be present to pass an amendment of the charter at a general assembly meeting. If the quorum cannot be attained and the meeting therefore deferred, the second meeting will be held without a quorum, to the extent that the number of members attending the second meeting may not be less than two times the full number of members of the board of directors and the board of auditors.
The decision quorum for passing a charter amendment will be two thirds of the members who are present and entitled to vote in the general assembly meeting. Voting at the general assembly for a charter amendment will be by open ballot.
Termination of Association and Liquidation of Its Assets
Article 21- The general assembly may at any time resolve to terminate the association.
A quorum of two thirds majority of the total number of members who are entitled to attend the general assembly will be required to raise the matter of terminating the association at a general assembly meeting. If the quorum cannot be attained and the meeting therefore deferred, the second meeting will be held without a quorum, to the extent that the number of members attending the second meeting may not be less than two times the full number of members of the board of directors and the board of auditors.
The decision quorum for passing a resolution for terminating the association will be two thirds of the members who are present and entitled to vote in the general assembly meeting. Voting at the general assembly for terminating the association will be by open ballot.
Upon a passing of a resolution by the general assembly for terminating the association, a board of liquidators, comprising the final members of the board of directors, will oversee the liquidation of the association’s cash funds, property and interests. This process will be initiated from the date on which the general assembly resolution therefore has been passed or on which a state of spontaneous termination has been finalized. In all transactions related with the liquidation process, the association’s name will be referenced as the “Association for Renewable Energy Research in Liquidation – ????”
The board of liquidators will be authorized and obligated to consummate the liquidation of the association’s cash funds, property and interests in line with the applicable regulatory requirements. The board will first examine the association’s books, including a determination of the association’s books, receipts, expense vouchers, title deeds and bank records and other documents, and document all assets and liabilities on a report. The board will call on creditors during the liquidation process and repay any amounts owed by liquidating the association’s assets, if any. Where the association is the creditor, all receivables will be recovered. Any cash, property or interests, remaining after settlement of all debts and receivables will be transferred to the recipient designated by the general assembly. If the general assembly omits to designate a recipient, the remaining assets will be transferred to another association seated in the same province, having the closest purpose and the largest membership at the time of termination.
All transactions related with liquidation will be documented on a liquidation report and the liquidation process will be completed within three months, excluding any extension granted by the local government authority on justified grounds.
After consummation of the liquidation and transfer of the association’s cash, property and interests, the board of liquidators will report the situation to the local government authority in writing within seven days, attaching it with a copy of the liquidation report.
The final members of the board of directors, in their capacity as the board of liquidators, are assigned with the task of retaining the books and documents of the association. A member of the board of directors may be also assigned with this task. The books and documents will be retained for a period of five years.
Article 22- Any situations not specifically provided in this charter will be governed by the Law on Regulations, Turkish Civil Code and the Regulation on Associations, issued based on the foregoing laws, and by applicable provisions of other regulations related to associations.
This Charter consists of 22 (twenty two) articles and 1 (one) provisional article.