CONSTITUTION OF UNLISENCED ELECTRICITY
PRODUCTION ASSOCIATION

Name of the Association and the Center:

Article 1:

Name of the Association is “Unlicensed Electricity Production Association” .

The headquarters of the Association is Maslak, Istanbul.

The Association may open branches in the country and abroad.

Objectives of the Association and the Activities Used to Accomplish This Purpose by the Association and the Styles and Scope:

Article 2:

The Association has been established with the aim of enabling the activities for the production of electricity in our country without a license,  supporting individuals and organizations who work on this issue, working to increase usage of unlicensed electrical in Turkey,pioneering for a variety of topics related to the formation of regulatory standards.

 

The activities used by the Association and Formats:

1-      Carrying out researches Enabling and developing of the activities,

2-      Organizing training programs such as courses, seminars, conferences

3-      Providing all kinds of information such as certificates, documents and publications necessary for the realization of the goal, creating a documentation center, publishing newspapers, magazines, books and publications such as information bulletins to distribute to its members to announce the studies carried out.

4-      Providing a healthy working environment, all kinds of technical tools and equipment, inventory, and stationery supplies, to ensure that the goal is realized.

5-      Provided that the required permissions are obtained, engaging in fundraising and accepting donations from domestic and abroad,

6-      Establishing and operating economic, commercial and industrial businesses in order to provide revenue needed to achieve the objectives

7-      Establishing and furnishing clubs, social and cultural facilities for members to take advantage of in their free time.

8-      Organizing dinner meetings, concerts, balls, theaters, exhibitions, sports, sightseeing and fun activities in order to develop human relations among its members,providing members take advantage of this kind of activities

9-      Buying, selling, renting, leasing real estate and mobile commodities needed for the activities of the Association and establishing real rights over immovable property,

10-  Establishing foundations, federations , provided obtaining the required permissions, or joining established federations in order to realize the goal

11-  Engaging in international activities abroad, becoming a member of an association or organization, and working in cooperation with these organizations on a project basis

12-  Donating and accepting donations from similarly-aimed associations, labour and employers’ unions and professional organizations

13-  If deemed necessary for the realization of goal, in accordance with rule No. 5072 on Associations and Foundations Relations with Public Institutions Subject, carrying out mutual tasks and projects in the field of public institutions and organizations

14-  Setting up a fund for members’ essential needs such as food, clothing and other goods and services, and needs of short-term loan

15-  Opening branches and representative offices where necessary

16-  Creating platforms in the similarly-aimed fields and non-prohibited arears, in order to realize a common goal with other associations or foundations, trade unions and non-governmental organizations

 

Areas of Activity:

The association works in the energy sector.

 

Being a Member of Rights and Membership:

Article 3

Each natural or legal person who have the capacity to act in this direction by adopting the purposes and principles of the association and has accepted the terms stipulated by the legislation has the right to be a member of this association. However, foreign natural persons must also have the right to settle in Turkey in order to be a member.This condition is not required for honorary membership .

The written application with reference of two members of the board to the Association Presidency for membership, results in acceptance or rejection by the board thirty days at most, and the applicant is informed written. Accepted member is registered in the book kept for this purpose.

Original members of the association are the founders of association and the people accepted by the board on the application for membership.

People who provided important support materially and spiritually can be considered as honorary members by the decision of the board.

Membership records of the registered members in the center are transferred to the branches when a branch is opened. New membership applications are made to the branches. Acception for membership and cancellation of membership are decided by the board and stated to the headquarters in a written way within thirty days.

 

Unsubscription:

Article 4

Each member has the right to resign from association on condition of notifying in a written way.  

When resignation petition of the member reaches to the board, unsubscription is deemed to be concluded. Withdrawal does not terminate the accumulated debts of the member to the association.

 

Dismissal from Membership:

Article 5

Cases requiring dismissal from membership of the Association.

1- Undertaking actions contrary to the constitution of the association,

2-Continously avoiding tasks assigned,

3-Not paying membership fees for four months in spite of written warnings,

4-Failure to comply with the decisions taken by organs of association.

5- losing the conditions of being a member,

In case of the detection of the above-mentioned situations, membership can be cancelled on  decision of the board. Those unsubscribed of expelled are deleted from the registry book and can not claim rights on assets of the association.

 

Organs of the Association:

Article 6

Organs of the Association are shown below.

1-The General Assembly,

2-The Board of Directors

3-Audit Board, Organization Model of Association General Assembly, Assembling Time and Call and Meeting Procedure:

 

Article 7

The General Assembly of the Association is the most authoritative decision-making organ which consists of delegates elected by the association members registered, natural delegates of branches and registered members of the branches.

The General Assembly;

1- At the time of a particular routine determined by this constitution,

2-Meets extraordinary when board of directors or audit deems necessary or upon written request of one-fifth members of the association within thirty days.

The Ordinary General Assembly gathers once in 3 years, in the month of May, day, place and time determined by the Board of Directors.

the General Assembly is called to the meeting by The board of directors.

Unless the board of directors does not call general assembly for a meeting, civil law judge shall appoint three members on calling the general assembly for meeting on the application of one of the members.

General Assembly Voting and Decision-Making Procedures and Forms:

 

Article 8

In The General Assembly, unless resolved contrarily,the election of the members of the board of audit and directors is by secret ballot, decisions on other issues are voted publicly. Secret ballots are papers sealed by the chairman of the meeting or papers collected by the method of gathering in an empty box after the required process and listed openly at the end of voting.

The method determined by the head of the General Assembly is applied in open voting.

General Assembly decisions are taken by the absolute majority of the attending members. In so far, the constitution change and the decisions of dissolution of the association can only be made two-thirds majority of the members attending the meeting.

 

Duties and Authorities of the General Assembly:

Article 9

The matters discussed below, shall be decided by the general assembly.

1-Election of the organs of the Association,

2-Changing the constitution of the Association,

3-Management of reports ofthe board of directors and control, and the acquittal of the board of directors,

4-Negotiation of the bugdet prepared by the board, and acceptance of the budget as same or revised,

5-Inspection of other organs of the association and their dismissal in need on justified reasons,

6 – Inspection and settlement of appelas made against the board of directors’ decisions of expulsion or refusal of membership,

7- Authorization of the Board of Directors regarding the purchase of immovable property needed fort he association or sale of existing immovable ,

8-Approval of the regulations concerning the work of the association prepared by the board of directors as same or revised,

9- Determination of amount of daily and travel allowances given to the deployed members for association services, all kinds of non-salaries and reimbursements for members of boards of directors and audit who are not public,

10-Determination of accretion and the separation of the association to the confederation,

11-Settlement of The opening of new branches of the association and the authorization of the board of directors in transaction of the new branch decided to be opened,

12-International activities of the Association, subscription or unsubscription to foreign associations and organizations as a member,

13-establishment of the foundation by the Association,

14-Abolition of the Association,

15-Examination and resolutions of Other proposals of the Board of Directors,

16-As the most competent body of association carrying out the tasks and using the authorities not entitled to other organ,

17-Fulfillment of other tasks specified in the legislation to the general assembly,

 

Establishment, Duties and Responsibilities of the Board of Directors:

Article 10

The Board of Directors is elected by the General Assembly as full and associate member.

The Board of Directors, at its first meeting after the election, makes a decision on the division of duties, determines for a period of 3 years the president, vice president, secretary, accountant and associate member.

The Board of Directors may at any time, provided that all members are informed, call for a meeting. Gathers With the presence of more than half of the total number of members. Decisions shall be made by an absolute majority of the total number of members attending the meeting.

In case of vacancy in the permanent membership of the board of directors because of resignation or discharge for other reasons,It is obligatory for alternate members to be called for the General Assembly accordingly with order of majority of .

Duties and Authorities of the Board of Directors

The Board of Directors carries out the following points.

1- Representing the Association or to authorize a member or a third party on this issue,

2- Calculating Income and outcome accounts and presenting budget for next period to the General Assembly,

3-Preparing and presenting the regulations of association’s work to the general Assembly,

4-Purchasing immovable property with the authority given by the General Assembly, selling movable and immovable property belonging to the association, Constructing a building or facility  , making leasing contract, establishing mortgage or real rights in favor of the association make,

5-Ensuring the transaction related to the establishment of new branches with the authorization given by the board of directors,

6-Providing supervision of branches in Association,

7-Providing the opening of a representative office in places necessary,

8-Applying the decisions of the General Assembly,

9-Issueing the report of  the association’s operating account, statement or the balance sheet, income statement describing the work of the board of directors at the end of each activity year, and presenting general assembly when meets,

10-ensuring the implementation of the budget,

11-Deciding on matters of   membership acceptance and membership removal  of the Association,

12-Deciding and applying the decision under its authoization in order to realize the purpose of the association,

13-Legislation To performing other duties assigned by legislation and exercise the authority given to it,

 

Establishment of the Audit Board, Duties and Authorities:

Article 11

The control audit is elected, as three full members and three associate members, by the general assembly.

In case of vacancy in the permanent membership of the board of audit because of resignation or discharge for other reasons,It is obligatory for alternate members to be called for the General Assembly accordingly with order of majority of .

Duties and Authorities of the Audit Board:

The Audit board presents if the association carries out the activites in the study subjects  accordingly with the objectives in its constitution; a report of the books, accounts and records kept in compliance with the constitution, association rules, and in accordance with the principles and procedures determined at intervals not exceeding one year, checks and presents to the board of the General Assembly.

The Audit board calls the general assembly for meeting in cases of need.

 

Sources of Income of the Association:

Article 12

Sources of income of the Association are listed below.

1-Membership fees: 1.000 TL is for legal persons as entrance fee, the monthly fee is  100 TL. 100TL as entrance fee is for members of a real person, 0 TL is also a monthly basis. The General Assembly is authorized to increase or decrease this amount,

2-Branch Benefit: %50 of the subscriptipn fees collected by the branch is given to the headquarters every six months in order to meet the overall costs of the associaton,

3- donations and contributions to the association on free will of real and legal persons,

4-Incomes of activities such as tea and luncheons, trips and entertainment, performances, concerts, sports competitions and conferences organized by the Association,

5-The income from the assets of the Association,

6- donations and grants collected in accordance with the provisions of the legislation,

7-Incomes gained from commercial activites in order to realize the purpose of association,

8-Other incomes.

 

Internal Audit of the Association:

Article 13

The Audit can be made by an independent auditing firms as well as General assembly, the board of directors or the audit board of the association. The audit to be made by the general assembly, the board of directors, the control board or independent audit firms, does not eliminate the obligation of audit committee.

The Audits of association are performed by the control board at least once a year. The General Assembly or the Board of Directors, if deemed necessary, may perform such audit or have independent auditing firms perform audits.

 

Borrowing Procedures of the Association:

Article 14

the Association may borrow funds, in order to realize the purpose and carry out the activities, with the decision of Board of Directors in case of need. This borrowing may be purchases of goods and services on credit as well as cash. However, these loans can not be in quality which may cause the financial difficulty to pay or in quantities not meeting the incomes.

 

Establishment of Branches of the Association:

Article 15

The Association may open branches where necessary by the decision of the General Assembly. For this purpose, board of founders, of at least three persons authorized by the board of directors, will give the required documents specified in the Associations Regulations and notice of the establishment of branches to the largest territorial governor of where the branch will be opened.

 

Duties and Authorities of the branches:

Article 16

Branches, unable to be a legal entity, are, responsible for  autonomous  activities in line with the objectives, internal organizations of the association responsible for all liabilities and receivables arising from all procedures.

 

Organs of Branches and Provisions Applied to Branches:

Article 17

Organs of the branch are general assembly, board of directors and audit Board.

The General Assembly consists of the registered members of the branch. The Board of Directors including five regular and five alternate members, the audit committee including three regular and three alternate members, are  elected by the General Assembly of the branch.

The duties and authorities of these organs and other provisions about the association of this constitution are also applied in the branch in the framework envisaged by legislation .

 

Meeting Times of the General Assembly of Branches and Representation of the Branch in Headquarters General Assembly:

Article 18

Branches must finish ordinary meetings of the General Assembly at least two months before the meeting of the general assembly of the headquarters.

The ordinary general assembly of branches meets once in 3 years, in the month of September, day, place and time determined by the Board of Directors.

Branches are required to notify the administrative authority and the association’s headquarters an instance of the general assembly meeting notice results within thirty days after the date of the meeting.

Members of boards of directors and audit as natural delegates, one (1) for every twenty (20) registered members of branch, the remaining number of members more than 10 or the total number of members more than 20, delegates for these members as aptional delegates,has the right to participate in the general assembly of headquarters to represent thebranch.

The most recent delegates chosen in the general assembly of branch participates in the general assembly of headquarters. Headquarters boards of directors and audit members participates in the headquarter’s general assembly, but can not vote on behalf of the branch unless delegated.

Those responsible for the boards of directors or audit of branches resigns the position in the branch when elected for  the headquarter’s boards of directors or audit.

 

How the Constitution is amended:

Article 19

Constitution changes are made by the decision of the General Assembly.

In order to change the constitution in the General Assembly, 2/3 majority of members entitled to attend the general meeting and to vote is required. If meeting is postponed due to lack of majority, in the second meeting majority is not required. However, the number of members attending this meeting, shall not be less than twice the number of board of directors and audit.

The majority for decision to change constitution is 2/3 of the members attending the meeting and entitled to vote.The voting is carried out by open ballot in the General Assembly.

 

Abolishment and Liquidation of Assets of the Association:

Article 20

The General Assembly may decide on the dissolution of the association at all times.

The majority of 2/3 of who are entitled to attend and vote is required to discuss the issue of termination in the General Assembly.If meeting is postponed due to lack of majority, in the second meeting the majority is not required. However, the number of members attending this meeting shall not be less than twice the number of board of directors and audit.

The majority required for  the decision of dissolution is 2/3 of members who are entitled to attend and vote. The voting for  the dissolution is carried out by open ballot in the General Assembly.

 

Liquidation Procedures

When the General Assembly decides to dissolve the association, the liquiadtion of  money, property and rights belonging the association is carried out by the liquidation committee composed of the most recent members of the board of directors. These processes of dissolution begin  from the date of decision of general assembly or self-termination state. In all transactiosn during the period of liquidation, the phrase ” Unlicensed Electricity Production Association in Liquidation” is used in association’s name.

The liquidation committee is authorized to complete the liquidation process of money, assets and rights of association from the beginning to the end in accordance with the legislation. This committee firstly examines the accounts of the association. During the examination, books, receipts, expenditure documents, deeds, bank records and other documents belonging to the association shall be determined and assets and liabilities are recorded in minutes. creditors of the association are called during the process of liquidation and the creditors will be paid in cash if they have goods. In the event the association is the creditor, debt  shall be collected. All money, assets and rights remaining after the Collection of receivables and payment of debts, are transferred to the location specified in the General Assembly.If not specifed in the General Assembly, It is handed over to the association with closest purpose and with the most members on the date of termination in the province of association.

all transactions relating to the liquidation is shown in the record of liquidation and liquidation procedures shall be completed within three months , except for the additional time granted by local authorities based on a just cause,.

After the completion of the liquidation and transition of association’s money, assets and rights, a written notification of the situation should be notified by the liquidation committee within seven days to the administrative authority where the headquarters of the association is, and this article must be added to the minutes of the liquidation.

The last Board of Directors must keep the books and documents of the association as the liquidation committee. This task can be given to a member of the board of directors. These books and documents must be kept for five years.

 

Terms Deficiency:

Article 21

For the matters not specified in this constitution, the Law on Associations, Turkish Civil Code and the regulations issued with reference to the associations and other relevant legislation about associations are applied.

 

Provisional Article 1

Until the organs of the association is constituted,the Board of Directors who are going to represent the association and carry out the business and operations of the association are listed below.

 

Members of the Board of Directors;

Name and Surname:       Title:

Yalçın KIROĞLU              Board Member and Chairman

Mustafa HERDEM            Member of the Board of Directors, Vice President

Mürşat ÖZKAYA             Member of the Board of Directors, Vice President

Hüseyin SÜMER             Member of the Board of Directors

Ferit KALFAOĞLU           Member of the Board of Directors

Altan DENİZSEL             Member of the Board of Directors