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Name and Center of the Association
Article 1- Name of the Association: "Health Promotion and Health Policy Association". The headquarters of the Association is in Istanbul. The Association may open branches in Turkey and abroad.
The Purpose of the Association and the Subjects and Forms of Activities to be carried out by the Association in order to realize this Purpose and the Field of Activity
Article 2-The Association has been established with the purpose of supporting and carrying out all kinds of legal activities for the realization of the goal of healthy society and life in Turkey. This association aims to operate in the following areas by accepting working for a healthy life and society as a priority goal;
Subjects and Types of Activities to be Conducted by the Association
Area of Activity of the Association
The Association carries out spokesperson activities to shape health policies in favor of patients and individuals with all kinds of patient associations, specialty associations, public institutions and organizations, local governments and municipalities, media organizations and private sector organizations to promote healthy life.
Right to Become a Member and Membership Procedures
Article 3- Every real and legal person who has the capacity to act and who accepts to work in this direction by adopting the aims and principles of the association and who meets the conditions stipulated by the Legislation has the right to become a member of this association. However, foreign real persons must also have the right to reside in Turkey in order to become a member. This condition is not required for honorary membership. The application for membership to be made in writing to the presidency of the association shall be decided by the board of directors of the association within maximum thirty days as acceptance or rejection of membership and the result shall be notified to the applicant in writing. The member whose application is accepted shall be recorded in the book to be kept for this purpose. The main members of the association are the founders of the association and the persons who are accepted as members by the board of directors upon their application. Those who have provided significant material and moral support to the association may be accepted as honorary members by the decision of the board of directors.
Subscribing
Article 4- Each member has the right to resign from the association, provided that he/she notifies in writing. As soon as the member's resignation petition reaches the board of directors, the exit procedures shall be deemed finalized. Resignation from membership does not terminate the member's accumulated debts to the association.
Removal from Membership
Article 5- Cases requiring removal from the membership of the association.
If one of the above-mentioned situations is detected, it is removed from membership by the decision of the board of directors. Those who leave or are expelled from the association shall be deleted from the member registry and cannot claim rights in the assets of the association.
Association Organs
Article 6- The organs of the association are shown below.
Formation of the General Assembly of the Association, Time of Meeting, Call and Meeting Procedure
Article 7- The General Assembly is the most authorized decision-making body of the Association and consists of the members registered to the Association.
The General Assembly shall convene ordinarily at the time specified in these bylaws,
The ordinary general assembly convenes every 3 years in December, on the day, place and time to be determined by the board of directors. The general assembly meeting shall be called by the board of directors. If the board of directors fails to convene the general assembly, upon the application of one of the members, the magistrate judge shall appoint three members to convene the general assembly.
Call Procedure
The board of directors shall prepare the list of members who have the right to attend the general assembly according to the statute of the association. The members who have the right to attend the general assembly shall be called to the meeting at least fifteen days in advance by announcing the date, time, place and agenda of the meeting in at least one newspaper or on the website of the association, by written notification, by sending a message to the e-mail address or contact number notified by the member or by using local broadcasting tools. In this call, if the meeting cannot be held due to lack of majority, the day, time and place of the second meeting shall also be specified. The period between the first meeting and the second meeting cannot be less than seven days and more than sixty days. If the meeting is postponed for any reason other than the lack of quorum, this situation shall be announced to the members in accordance with the call procedure for the first meeting, specifying the reasons for the postponement. The second meeting must be held within six months at the latest from the date of postponement. The members shall be recalled to the second meeting according to the principles specified in the first paragraph. The general assembly meeting cannot be postponed more than once.
Meeting Procedure
The general assembly shall convene with the participation of the absolute majority of the members who have the right to attend, and with the participation of two thirds of the members in cases of amendment of the statute and dissolution of the association; in case the meeting is postponed due to the failure to reach the majority, the majority is not required in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the boards of directors and supervisory boards. The list of members entitled to attend the General Assembly shall be made available at the meeting place. The identity documents issued by the official authorities of the members who will enter the meeting place are checked by the members of the board of directors or the officers to be assigned by the board of directors. The members enter the meeting place by putting their signatures against their names in the list issued by the board of directors. If the quorum is met, the situation is determined with a minute and the meeting is opened by the chairman of the board of directors or one of the members of the board of directors to be assigned by him. In case the quorum is not met, a minute shall be prepared by the board of directors. After the opening, a council committee is formed by electing a chairman and enough deputy chairmen and clerks to manage the meeting. In the voting to be held for the election of the organs of the Association, it is obligatory for the voting members to show their identity cards to the council committee and sign their names against their names in the list of attendance. The management and security of the meeting belongs to the chairman of the council. Only the items on the agenda shall be discussed in the general assembly. However, it is obligatory to include in the agenda the issues requested in writing to be discussed by one tenth of the members present at the meeting. Each member has one vote in the general assembly; the member must cast his/her vote in person. Honorary members may attend the general assembly meetings but cannot vote. In case a legal entity is a member, the chairman of the board of directors of the legal entity or the person authorized to represent the legal entity shall vote. The matters discussed and decisions taken at the meeting shall be recorded in a minute and signed by the chairman of the council and the clerks. At the end of the meeting, the minutes and other documents shall be delivered to the chairman of the board of directors. The chairman of the board of directors is responsible for protecting these documents and delivering them to the newly elected board of directors within seven days.
Methods and Procedures of Voting and Decision Making of the General Assembly
Article 8- In the general assembly, unless otherwise decided, voting shall be open. In open voting, the method specified by the chairman of the general assembly shall be applied. In case of secret voting, the papers or ballot papers sealed by the chairman of the meeting shall be thrown into an empty container by the members after they have done the necessary and the result shall be determined by open casting after the end of voting. The decisions of the General Assembly shall be taken by an absolute majority of the members attending the meeting. However, decisions on amendment of the bylaws and dissolution of the association can only be taken by a two-thirds majority of the members attending the meeting.
Decisions taken without a meeting or without a call
Decisions taken with the written participation of all members without coming together and decisions taken by all members of the association coming together without complying with the call procedure written in this bylaw are valid. The following matters shall be discussed and resolved by the General Assembly.
The general assembly supervises other organs of the association and may dismiss them at any time for just cause. The General Assembly shall make the final decision on admission to membership and expulsion from membership. As the most authorized body of the association, it performs the duties and exercises the powers not delegated to any other body of the association.
Composition, Duties and Powers of the Board of Directors
Article 10- The board of directors is elected by the general assembly as five original and five substitute members. In its first meeting after the election, the board of directors shall determine the chairman, vice-chairman, secretary, treasurer and member by dividing the duties with a decision. The board of directors can be called to a meeting at any time, provided that all members are notified. It convenes with the presence of one more than half of the total number of members. Decisions are taken by absolute majority of the total number of members attending the meeting. In the event of a vacancy in the original membership of the Board of Directors due to resignation or other reasons, it is obligatory to call the substitute members to duty according to the order of the majority of votes received in the general assembly.
Duties and Powers of the Board of Directors
The Board of Directors fulfills the following matters.
Composition, Duties and Powers of the Supervisory Board
Article 11-The Supervisory Board is elected by the General Assembly as three regular and three substitute members. In the event of a vacancy in the original membership of the supervisory board due to resignation or other reasons, it is obligatory to call the substitute members to duty according to the order of the majority of votes received in the general assembly.
Duties and Powers of the Supervisory Board
The supervisory board audits whether the association operates in line with the purpose shown in its statute and the fields of activity specified to be carried out for the realization of the purpose, whether the books, accounts and records are kept in accordance with the legislation and the statute of the association, according to the principles and procedures determined in the statute of the association and at intervals not exceeding one year and presents the results of the audit in a report to the board of directors and to the general assembly when it meets. The Board of Auditors shall call the General Assembly for a meeting when necessary.
Sources of Income of the Association
Article 12- The sources of income of the Association are listed below.
Principles and Procedures of Bookkeeping of the Association and Books to be kept
Article 13- Principles of Bookkeeping; The Association shall keep books on the basis of business account. However, if the annual gross income exceeds the limit specified in Article 31 of the Regulation on Associations, books are kept on the balance sheet basis starting from the following accounting period. In the event of switching to the balance sheet basis, if it falls below the above-mentioned limit in two consecutive accounting periods, it may return to the operating account basis starting from the following year. Notwithstanding the above-mentioned limit, books may be kept on the balance sheet basis with the decision of the Board of Directors. In case the Association opens a commercial enterprise, books shall also be kept for this commercial enterprise in accordance with the provisions of the Tax Procedure Law.
Recording Procedure
The books and records of the Association shall be kept in accordance with the procedures and principles specified in the Regulation on Associations.
Books to be kept
The following books shall be kept in the Association.
a) The books to be kept on the basis of operating account and the principles to be followed are as follows:
b) It is not compulsory to keep the Receipt Certificate Record Book and the Fixture Book. b) The books to be kept on the balance sheet basis and the principles to be followed are as follows:
Certification of Books
The books (except the General Ledger) that must be kept in the association shall be certified by the provincial directorate of associations or a notary before they are used. The use of these books is continued until the pages are finished and the books are not subject to interim certification. However, the Journal Book, which is kept on a balance sheet basis, must be recertified every year in the last month before the year in which it will be used.
Revenue Statement and Balance Sheet
In case of keeping records on an operating account basis, the "Operating Account Statement" (specified in Annex-16 of the Associations Regulation) is prepared at the end of the year (December 31). In case of keeping books on the balance sheet basis, a balance sheet and income statement shall be prepared at the end of the year (December 31) based on the Accounting System Implementation General Communiqués published by the Ministry of Finance.
Income and Expenditure Transactions of the Association
Article 14- Income and expenditure documents; association revenues are collected with a "Receipt Certificate" (a sample of which is in Annex 17 of the Regulation on Associations). In the event that the income of the association is collected through banks, documents such as receipts or account statements issued by the bank replace the receipt. Expenses of the association are made with expenditure documents such as invoices, retail sales receipts, self-employment receipts. However, for the payments of the association within the scope of Article 94 of the Income Tax Law, an expense voucher in accordance with the provisions of the Tax Procedure Law, and for payments that are not within this scope, documents such as "Expense Receipt" or "Bank Receipt" (an example of which can be found in Annex-13 of the Regulation on Associations) are used as expenditure documents. Free goods and service deliveries to be made by the association to individuals, institutions or organizations are made with the "In-Kind Aid Delivery Certificate" (an example of which can be found in Annex-14 of the Regulation on Associations). The free goods and service deliveries to be made by individuals, institutions or organizations to the association are accepted with the "In-Kind Donation Receipt Certificate" (an example of which can be found in Annex-15 of the Regulation on Associations). These documents shall be printed in the form and size shown in Annex-13, Annex-14 and Annex-15, in the form and size shown in Annex-13, Annex-14 and Annex-15, in binders consisting of fifty original and fifty stub sheets, bearing consecutive serial and sequence numbers, self-carbonized, or in the form of forms or continuous forms to be printed through electronic systems and writing machines. The documents to be printed in the form of forms or continuous forms must be of the specified quality.
Documents of Receipt
The "Documents of Receipt" (in the format and size shown in Annex 17 of the Regulation on Associations) to be used in the collection of the revenues of the association shall be printed by the printing house upon the decision of the board of directors. The relevant provisions of the Regulation on Associations shall apply to the printing and control of the certificates of receipt, receipt from the printing house, recording in the book, handover between the old and new treasurers and the use of these certificates of receipt by the person or persons who will collect income on behalf of the association and the delivery of the collected income.
Certificate of Authorization
The person or persons who will collect income on behalf of the association, excluding the actual members of the board of directors, shall be determined by the decision of the board of directors by specifying the period of authorization. The "Authorization Certificate" (in Annex-19 of the Regulation on Associations) containing the clear identity, signature and photographs of the persons who will collect income is issued in duplicate by the association and approved by the chairman of the board of directors of the association. The main members of the board of directors may collect income without an authorization certificate. The duration of the authorization certificates is determined by the board of directors as one year at most. Expired authorization certificates are renewed according to the first paragraph. In cases such as the expiration of the authorization certificate or the resignation, death, termination of employment or duty of the person in whose name the authorization certificate is issued, it is obligatory to deliver the authorization certificates issued to the board of directors of the association within one week. In addition, the authority to collect income can be revoked at any time by the decision of the board of directors."
Retention Period of Income and Expense Documents;
Except for the books, the receipt documents, expenditure documents and other documents used by the association shall be kept for 5 years in accordance with the number and date order in the books in which they are recorded, without prejudice to the periods specified in special laws.
Declaration
Article 15- The "Declaration of the Association" (in Annex-21 of the Regulation on Associations) regarding the activities of the association for the previous year and the results of the income and expenditure transactions as of the end of the year is filled in by the board of directors of the association and submitted to the local administrative authority by the president of the association within the first four months of each calendar year.
Notification Obligation
Article 16-Notifications to be made to the local administrative authority;
General Assembly Result Notification
Within thirty days following the ordinary or extraordinary general assembly meetings, the General Assembly Result Notification (in Annex-3 of the Regulation on Associations) containing the original and substitute members elected to the management and supervisory boards and other organs shall be submitted to the local administrative authority. In case the bylaws are amended at the general assembly meeting; the minutes of the general assembly meeting, the old and new versions of the amended articles of the statute, the final version of the statute of the association, each page of which is signed by the absolute majority of the members of the board of directors, shall be submitted to the local administrative authority within the period specified in this paragraph and in the attachment of a letter
Notification of Immovable Property
The immovable property acquired by the association shall be notified to the local administrative authority by filling out the "Immovable Property Notification" (presented in Annex-26 of the Regulation on Associations) within thirty days from the registration to the title deed.
Notification of Receiving Aid from Abroad
In the event that the association will receive aid from abroad, the "Notification of Receiving Aid from Abroad" (specified in Annex-4 of the Regulation on Associations) shall be filled out and notified to the local administrative authority before the aid is received. It is compulsory to receive cash aids through banks and to fulfill the notification requirement before they are used.
Notification of Changes
The change in the place of residence of the association (specified in Annex-24 of the Regulation on Associations) is notified to the local administrative authority within thirty days following the change by filling in the "Notification of Change in Place of Residence"; the changes in the organs of the association outside the general assembly meeting (specified in Annex-25 of the Regulation on Associations) are notified to the local administrative authority within thirty days following the change by filling in the "Notification of Change in Association Organs". Amendments to the bylaws of the association shall also be notified to the local administrative authority within thirty days following the general assembly meeting where the amendment to the bylaws was made, in the annex of the general assembly result notification.
Opening a Representative Office
Article 17- The association may open a representative office with the decision of the board of directors in order to carry out the activities of the association where it deems necessary. The address of the representative office shall be notified in writing to the local administrative authority by the person or persons appointed as representative by the decision of the board of directors. The representative office shall not be represented in the general assembly of the association.
Internal Audit of the Association
Article 18- The general assembly, the board of directors or the supervisory board may conduct internal audits in the association, or independent audit institutions may be commissioned to conduct audits. The fact that an audit has been conducted by the general assembly, the board of directors or independent audit institutions does not remove the obligation of the board of auditors. The board of auditors shall audit the association at least once a year. The general assembly or the board of directors may conduct audits or have independent audit institutions conduct audits when deemed necessary.
Association's Borrowing Procedures
Article 19- In order to realize the purpose of the association and to carry out its activities, the association may borrow money with the decision of the board of directors in case of need. This borrowing can be made in cash as well as in the purchase of goods and services on credit. However, this borrowing cannot be made in amounts that cannot be covered by the income sources of the association and cannot be of a nature that will put the association into insolvency.
Procedures for Amending the Statute
Article 20- Amendment of the Statute can be made by the decision of the general assembly. In order to amend the statutes in the general assembly, 2/3 majority of the members who have the right to attend the general assembly is required. In case the meeting is postponed due to lack of majority, the majority is not sought in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the boards of directors and supervisory boards. The decision majority required for the amendment of the bylaws is 2/3 of the votes of the members who attend the meeting and have the right to vote. The voting for the amendment of the statutes shall be open at the general assembly.
Dissolution of the Association and Liquidation of the Assets
Article 21- The general assembly may at any time decide to dissolve the association. In order for the dissolution to be discussed in the general assembly, 2/3 majority of the members who have the right to attend the general assembly is required. In case the meeting is postponed due to lack of majority, the majority is not sought in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the boards of directors and supervisory boards. The majority required for the dissolution decision to be taken is 2/3 of the votes of the members who attend the meeting and have the right to vote. Voting on the dissolution decision in the general assembly shall be open.
Liquidation Procedures
When the general assembly decides on dissolution, the liquidation of the money, property and rights of the association shall be carried out by the liquidation board consisting of the members of the last board of directors. These proceedings shall commence as of the date of the decision of the general assembly regarding dissolution or the date of finalization of spontaneous termination. During the liquidation period, the phrase "Association for Promoting Healthy Life and Health Policies in Liquidation" shall be used in the name of the association in all transactions. The liquidation board is responsible and authorized to complete the liquidation of the money, property and rights of the association from the beginning to the end in accordance with the legislation. This board first examines the accounts of the association. During the examination, the books, receipt documents, expenditure documents, title deed and bank records and other documents of the association are determined and their assets and liabilities are recorded in a minute. During the liquidation procedures, a call is made to the creditors of the association and the assets, if any, are converted into money and paid to the creditors. If the association has creditors, the receivables are collected. All money, property and rights remaining after the collection of receivables and payment of debts are transferred to the place determined in the general assembly. If the place to be transferred is not determined in the general assembly, it shall be transferred to the association closest to the purpose of the association in the province where the association is located and which has the highest number of members on the date of termination. All transactions related to the liquidation shall be shown in the liquidation minutes and the liquidation procedures shall be completed within three months, except for the additional periods granted by the local administrative authorities based on a justified reason. Following the completion of the liquidation and transfer of the money, property and rights of the association, the liquidation board must notify the local administrative authority of the place where the headquarters of the association is located with a letter within seven days and the liquidation report must be attached to this letter. The last members of the board of directors as the liquidation board are responsible for keeping the books and documents of the association. This duty may also be assigned to a member of the Board of Directors. The retention period of these books and documents is five years.
Lack of Provisions
Article 22- For matters not specified in this bylaw, the provisions of the Law on Associations, the Turkish Civil Code and the Regulation on Associations issued by reference to these Laws and other relevant legislation on associations shall apply.
This bylaw consists of 22 (Twenty-two) articles.