ARTICLES OF ASSOCIATION
OF THE HEATING APPLIANCE MANUFACTURERS AND BUSINESS PEOPLE ASSOCIATION (DOSİDER)
NAME OF THE ASSOCIATION
Article 1: The name of the Association is “Heating Appliance Manufacturers and Business People Association”. The abbreviated name of the Association is “DOSİDER”. The Association has no branches.
FIELD OF ACTIVITY AND PURPOSE OF THE ASSOCIATION
Article 2: The Association shall operate in the field of heating systems. Its purpose is to bring together representatives of institutions and organizations that manufacture or import heating appliances in order to:
- promote cooperation, solidarity and mutual assistance among its members and within the heating sector, and contribute to the resolution of common problems;
- contribute to the completion and development of standards and rules of practice concerning heating systems;
- take the necessary measures to ensure that users receive quality services and materials compliant with standards and are protected against abuse in these matters.
REGISTERED OFFICE OF THE ASSOCIATION
Article 3: The registered office of the Association is in Istanbul, and the Association shall operate within the boundaries of the Metropolitan Municipality.
FIELDS AND METHODS OF ACTIVITY OF THE ASSOCIATION
Article 4: In order to achieve its purpose, the Association may carry out activities in the following fields and by the following methods:
4.1. It informs and guides the public and users on all matters relating to heating appliances and endeavors to prevent misleading news and guidance.
4.2. It identifies problems of the sector, endeavors to eliminate them, seeks solutions, and informs the public.
4.3. It establishes relations with organizations and associations whose work may be beneficial to its activities, expresses opinions and carries out joint studies.
4.4. The emblem of the Association shall be adopted by a resolution of the Board of Directors and the necessary procedures shall be completed before the relevant civil authority. The emblem shall be used in places deemed appropriate by the Board of Directors. For the sound development of the sector, the Association conducts research aimed at ensuring products of the required quality, proper installation, services and adequate after-sales service, and carries out scientific and guiding studies on matters such as occupational safety.
4.5. It conducts activities to inform the sector and the public about standards, rules and specifications in force, endeavors to ensure their implementation, and seeks to resolve problems arising in these areas.
4.6. It monitors and evaluates laws, decrees, specifications, regulations, communiqués, development plans and programs and similar arrangements that may contribute to the development of the sector in domestic and foreign markets, including exports and recognition, and communicates the Association’s opinions and proposals to the relevant authorities and bodies.
4.7. It endeavors, in a conciliatory capacity and through arbitration, to settle commercial and other disputes that may arise among its members.
4.8. Subject to making the required notifications, it may receive in-kind and cash assistance from abroad; may become a member of international organizations in order to follow foreign science and technology relevant to its purposes and convey them to its members; may send representatives or invite members of such organizations to Türkiye. It communicates international technical developments to relevant institutions and its members.
4.9. Through all types of publications, seminars, meetings, conferences, exhibitions and fairs, and through the press, radio and television, it announces developments and progress, provides information and warnings, establishes committees, organizes activities and endeavors to achieve its purpose. It organizes domestic and international trips to improve the knowledge, awareness and experience of members.
4.10. It may publish declarations or similar documents by resolution of the Board of Directors.
4.11. Pursuant to Article 22 of the Law on Associations, it may purchase or lease all kinds of immovable property required for the registered office, purposes and activities of the Association, purchase all kinds of movable property, and lease immovable property owned by the Association. Where immovable property is acquired by resolution of the General Assembly, the acquisition shall be notified to the Ministry of Interior within one month from registration of the purchase at the land registry. The Association may establish all kinds of rights over such immovable property, have all kinds of construction works carried out, and sell immovable property currently owned by or subsequently transferred to the Association through purchase, donation or testamentary disposition.
4.12. In accordance with the legislation on collection of aid and the provisions of these Articles of Association, it may receive and provide aid and donations and may accept testamentary dispositions.
4.13. It may carry out any other activities required in connection with its purposes and fields of service.
4.14. The Board of Directors is authorized to grant awards or gifts to legal entities and natural persons whose activities are considered compatible with the purposes set forth in the Articles of Association of the Heating Appliance Manufacturers and Business People Association. The nature and manner of granting such awards or gifts shall be determined by the Board of Directors.
4.15. For the purpose of achieving its objectives, it may establish a non-profit-oriented economic enterprise that does not aim to distribute profits.
4.16. It may follow the agenda of similar professional organizations in Türkiye and worldwide and distribute information to its members through visual, printed and similar media.
4.17. It shall serve as a reference institution in developing technologies that enable a common language within the sector.
4.18. It may establish an archive in accordance with its purposes and fields of service and may establish a website.
4.19. It may open representative offices for the conduct of its activities. Representative offices shall not be represented at branch or Association general assemblies. The address of a representative office shall be notified in writing to the local civil authority by the person or persons appointed as representatives by resolution of the Board of Directors.
4.20. In fields related to its purpose and not prohibited by law, it may, by resolution of its authorized bodies, establish platforms among its members or jointly with foundations, trade unions and similar civil society organizations in order to achieve a common purpose.
4.21. For the purpose of achieving its objectives, it may borrow funds provided that such borrowing is approved by the General Assembly.
4.22. For the purpose of achieving its objectives, it may engage in international activities or cooperation, open representative offices or branches abroad, and establish associations or umbrella organizations abroad.
TYPES OF MEMBERSHIP
Article 5: The Association has three types of membership:
a) Corporate Full Membership,
b) Individual Full Membership,
c) Honorary Membership.
d) Corporate Full Membership (Legal Entity): Members with legal personality that assume all obligations and responsibilities arising from Association membership, are represented by their chairpersons or natural persons authorized to represent them, and have the right to vote and to be elected.
a. Individual Full Membership (Natural Person): Natural persons who assume all obligations and responsibilities arising from Association membership and have the right to vote and to be elected.
b. Honorary Membership: Persons working at universities or higher education institutions related to the sector, persons active in academic circles, and persons who have rendered services to the Association and/or its purposes and fields of service may be selected by the Board of Directors. Honorary members do not have the right to vote or to be elected to Association bodies; they may pay dues if they wish.
CONDITIONS OF MEMBERSHIP
Article 6:
6.1. Natural and legal persons registered with Chambers of Commerce and Industry, having legal capacity, and manufacturing and/or importing one or more devices relating to heating systems, such as individual heating units, combination boilers, water heaters, boilers, burners, radiant heaters, heat pumps, stoves, smart control systems, gas fittings, gas meters and panel radiators, may become members of the Association.
- Members must reside in Türkiye and must not be subject to permanent or temporary deprivation or restriction of rights as specified in the relevant provisions of the Law on Associations.
- Non-Turkish citizens may be admitted as members provided that they have the right to reside in Türkiye. Residence in Türkiye is not required for honorary membership.
6.2. Where membership is held by a legal entity, the chairperson of the company’s board of directors or persons authorized to represent the company shall exercise the vote. When such person’s chairmanship or representative capacity ends, the relevant company must designate and notify the Association of the person who will vote on behalf of the legal entity.
6.3. Members must belong to a company whose manufactured and imported products, devices and equipment hold TSE certification or an accepted international standards certificate.
6.4. Companies must also maintain sufficiently qualified and widespread service organizations and adequate spare-parts stocks and supply arrangements for installation and after-sales services for the devices they manufacture and import, in accordance with the rules to be defined in the internal regulations.
ADMISSION TO MEMBERSHIP
Article 7: The following rules and procedures shall apply to admission to membership:
7.1. Completion of the membership request and candidate application form;
7.2. Submission of documents evidencing the membership conditions to be determined by the Board of Directors in accordance with these Articles of Association;
7.3. Obtaining the required admission decision from the Membership Review and Admission Committee pursuant to the internal regulations to be subsequently determined;
7.4. Adoption by the Board of Directors, by absolute majority, of a favorable decision on the application, form, documents and background information submitted after committee review;
7.5. Membership requirements shall be completed and membership status acquired upon payment by the candidate of the entrance fee and annual dues. The Board of Directors must decide on membership applications within thirty days at the latest, either admitting or rejecting the applicant, and notify the applicant of the result in writing;
7.6. Persons who contribute to the development of the heating sector through professional or educational activities, public service, or work in press and broadcasting organizations may be admitted as honorary members by resolution of the Board of Directors.
TERMINATION OF MEMBERSHIP
Article 8: Membership terminates in the event of:
a) Death;
b) A request to resign from membership;
c) Loss of the right to be a member of an association;
d) For individual memberships, departure of the person from the company to which he/she belongs even if the person remains in the sector; and for legal-entity memberships, loss by the company of the conditions required for membership.
Any member shall be deemed to have resigned from membership upon notifying the Chairmanship of the Board of Directors in writing of the wish to resign. If it is determined that a member has lost the right to be a member of an association or that any of the above circumstances causing loss of membership has occurred, the membership record shall be deleted by the Board of Directors.
Except for persons who lose the legal right to membership, the dues liability of a member who voluntarily resigns shall end at the close of the half-year accounting period in which the resignation request is made, and dues for that period shall be collected in full. For members who are obliged to leave because they have legally lost the right to membership, dues shall be collected only up to the date on which the event causing such loss is determined to have occurred.
EXPULSION FROM MEMBERSHIP
Article 9: A member may be expelled for the following reasons:
a) Acting contrary to the Articles of Association;
b) Failure to pay membership dues and other debts despite a notice granting thirty (30) days for payment from the Association secretary, treasurer or chairperson;
c) Remaining absent from Association activities and meetings; failing or being unable to perform assigned duties; avoiding duties; failing to attend General Assemblies without excuse; showing indifference to the continuity and purposes of the Association; or engaging in conduct, acts or actions contrary to the Association’s purposes, principles and methods of work;
d) Losing the right to be a member of the Association;
e) Failing, despite warning, to comply with resolutions of the General Assembly and Board of Directors;
f) Membership shall terminate for members who do not participate in Sector Inventories to be conducted during the year in the form and by the method determined by the Board of Directors and/or who fail, despite warning, to notify and provide the Association with the required information and documents.
BODIES OF THE ASSOCIATION
Article 10: The authorized and responsible bodies of the Association are:
a) General Assembly,
b) Board of Directors,
c) Audit Board,
d) Disciplinary Board.
GENERAL ASSEMBLY
Article 11:
a) The Ordinary General Assembly shall convene every two years in February with the participation of full members, upon the call of the Board of Directors.
b) In addition, an Extraordinary General Assembly may be convened at any time:
- when deemed necessary by the Board of Directors;
- upon the written request of the Audit Board; or upon the written request of one-fifth (1/5) of the Association members;
- upon a call to be made by the Board of Directors within one month, or, if such call is not made, upon a call by a committee of three persons appointed from among Association members by the local civil court of peace.
CALL TO THE GENERAL ASSEMBLY AND RIGHT TO PARTICIPATE
Article 12: All full members who have paid their debts to the Association are entitled to participate in the General Assembly. Such full members have equal rights to vote, to elect, and, except for persons prohibited by law from serving on the Board of Directors or Audit Board, to be elected.
The Board of Directors shall prepare a list of members entitled to participate in the General Assembly.
Full members entitled to attend shall be notified at least fifteen days in advance, by newspaper announcement, in writing or by e-mail, of the date, time, place and agenda of the meeting and of the second meeting to be held if the required quorum is not achieved at the first meeting.
The period between the two meeting dates may not be less than seven days or more than sixty days.
MEETING PROCEDURE AND QUORUM
Article 13: General Assembly meetings shall be held on the notified date, time and place within the administrative boundaries where the registered office of the Association is located.
Members entitled to attend shall enter the meeting by signing opposite their names on the list prepared by the Board of Directors.
If it is established by minutes that the quorum has been achieved—an absolute majority of members entitled to attend at the first meeting, and at the second meeting not fewer than twice the total number of members of the Board of Directors and Audit Board—the meeting shall be opened by the Chairperson of the Board of Directors or by a member of the Board designated by the Chairperson.
Special quorum provisions stipulated by law or these Articles for matters such as dissolution of the Association and amendments to the Articles are reserved. Accordingly, meeting quorums shall be considered separately according to the agenda items.
After opening, a “General Assembly Presiding Committee” shall be elected, consisting of a “Chairperson of the General Assembly”, a “Secretary” who shall prepare and sign the minutes together with the Chairperson, and a “Deputy Chairperson” who shall assist the Chairperson.
At the end of the meeting, all minutes and documents shall be delivered to the Board of Directors.
VOTING
Article 14: Each full member entitled to participate in the meeting has one vote. Members shall exercise their votes personally.
DECISION QUORUM AT THE GENERAL ASSEMBLY
Article 15: Subject to the special provisions and different decision quorums prescribed by the Law on Associations and these Articles for dissolution and amendments:
a) Elections of principal and substitute members of the Board of Directors shall be by secret ballot. On other matters, voting shall be secret or open as determined by the General Assembly.
b) The decision quorum shall be the absolute majority of members participating in the meeting.
AGENDA OF THE GENERAL ASSEMBLY
Article 16: Only items included in the agenda shall be discussed at a General Assembly meeting. However, matters requested for discussion by at least one-tenth (1/10) of the members present must be added to the agenda.
Agenda items shall be numbered in order and put to a vote by motion; if the required majority is obtained, they shall be discussed in their agenda order.
DUTIES AND POWERS OF THE GENERAL ASSEMBLY
Article 17: The General Assembly is the highest decision-making body of the Association. Its duties and powers are as follows:
a) To take decisions in line with legislation, these Articles and official procedures concerning the Association’s purposes, fields of work and principles of activity, and to elect the bodies of the Association;
b) To discuss and decide upon requests placed on the agenda and matters requested for discussion by at least one-tenth of the members present;
c) To elect members of the Board of Directors and Audit Board and approve, as submitted or with amendments, the work program and budget;
d) To examine the reports of the Board of Directors and Audit Board and decide on their discharge;
e) To authorize the Board of Directors to purchase immovable property solely for the Association’s registered office, purposes and activities, or to sell existing immovable property;
f) To dissolve the Association and determine the principles for liquidation of its property, money and rights;
g) To amend the Articles of Association;
h) To perform other duties assigned to the General Assembly by legislation and these Articles;
i) To decide on proposals of the Board of Directors concerning international activities, participation in organizations abroad or cooperation with such organizations;
j) To examine and decide on objections against decisions of the Board of Directors expelling members from membership;
k) To decide whether the Association shall incur debt;
l) To decide on joining or withdrawing from a federation compatible with the Association’s purpose;
m) If the Association becomes a federation member, to elect delegates who will represent it in the federation.
BOARD OF DIRECTORS: DUTIES AND POWERS
Article 18.1: The Board of Directors shall consist of ten (10) principal and five (5) substitute members elected by secret ballot by the General Assembly from among its members for a term of two years.
At its first meeting, the Board of Directors shall elect from among its members a Chairperson, a Deputy Chairperson and a Treasurer.
The Secretary General shall be designated from among Board members or Committee Chairs, or may be appointed externally by the Board of Directors, and duties shall be allocated accordingly.
Decisions of the Board of Directors shall be taken by majority vote. In the event of a tie, the side supported by the Chairperson shall prevail.
A Board member who, without an excuse accepted by the Board, fails to attend four meetings in one year or two consecutive regular meetings shall cease to be a Board member and shall be deemed to have resigned.
Article 18.2: The duties and powers of the Board of Directors are as follows:
a) To achieve the purposes and fields of work of the Association and implement General Assembly resolutions;
b) To take decisions on matters proposed by members of the Board of Directors and the Audit Board;
c) Where necessary, to refer members to the Disciplinary Board and notify the relevant persons of Disciplinary Board decisions;
d) To evaluate decisions of the Disciplinary Board concerning members who no longer meet required qualifications and conditions, have departed from the Association’s purposes or have lost their rights, and to take the necessary action;
e) To examine membership candidates and decide whether to admit or reject applications;
f) To represent the Association or authorize one or more Board members to do so;
g) To prepare the work program and budget for the next working period;
h) To carry out transactions relating to the Association’s income and expenditure accounts;
i) To prepare the working-period activity report, balance sheet and income-expenditure statement;
j) To call General Assembly meetings and, where necessary, convene an Extraordinary General Assembly;
k) To prepare Articles, regulations or amendment proposals and submit them to the General Assembly for approval;
l) To appoint, supervise and dismiss personnel who will conduct the administrative and financial affairs of the Association;
m) To establish working and management committees as deemed appropriate, appoint selected members to them, have them prepare new projects to assist the Board in assigned matters, activities and services, organize discussions concerning purposes, fields of work and implementation, and from time to time arrange special social meetings, which may also be attended by members’ guests, in order to promote closeness and friendship among members;
n) To notify auditors of ordinary and extraordinary Board meetings and ensure that they submit reports in due time;
o) To notify members of General Assembly resolutions and carry out and notify all required administrative procedures to the relevant bodies;
p) At the beginning of the working period, to take over the Association’s administrative and financial documents, transactions and assets, and at the end of the period to transfer them completely to the new Board of Directors under written minutes;
r) To make necessary representations before public and private institutions to protect members’ rights in matters falling within their fields of activity;
s) To inform members of decisions taken by public and private institutions on matters concerning them;
t) To perform other duties and exercise other powers conferred upon it by these Articles and applicable legislation.
DISCIPLINARY BOARD: DUTIES AND POWERS
Article 19.1: The Disciplinary Board shall consist of three principal and two substitute members, elected by secret ballot by the General Assembly for a term of two years from among the candidates receiving the highest number of votes in order. In the event of equal votes, lots shall be drawn.
At its first meeting, the Disciplinary Board shall elect a Chairperson from among its members and allocate duties.
The Disciplinary Board shall convene upon the proposal of the Board of Directors or whenever deemed necessary by the Chairperson of the Board of Directors or the Chairperson of the Disciplinary Board.
Article 19.2: The duties and powers of the Disciplinary Board are as follows:
a) To study ideas, methods and rules that promote professional development and progress in the sector and foster affection, respect and friendship among members, and to submit opinions and proposals to the Board of Directors;
b) With respect to member companies engaged in production, promotion or conduct incompatible with professional principles;
c) With respect to members who fail to comply with the dignity, requirements, debts and obligations of membership;
d) With respect to member organizations and persons alleged or determined to have violated the Business Ethics Principles set forth in these Articles, to conduct the necessary examination and investigation according to the nature and seriousness of the incident, collect available material evidence, obtain the views of the member organization or person concerned and examine their evidence, and report its conclusion in writing to the Board of Directors.
Upon the proposal of the Disciplinary Board and by resolution of the Board of Directors, the following sanctions may be imposed on members:
- Written warning and reprimand;
- Permanent termination of membership (deletion of the member’s registration from the Association).
Assessment of Sanctions: Taking into account the content of the matter referred to it, the circumstances of the parties and particularly the degree of impact on the harmony and order of the Association, the Disciplinary Board has discretion to select one of the above sanctions in accordance with legal principles, justice and objective criteria.
Working Procedure: The Disciplinary Board examines matters referred by the Board of Directors. Where persons engage in conduct and acts specified in Article 9 or in this Article, the Board of Directors shall, upon complaint or upon becoming aware of such conduct, refer the matter to the Disciplinary Board within fifteen days for an ex officio investigation. The member person/entity complained of shall be notified in writing and invited to submit a defense.
If the member does not appear on the date specified in the notice to present a defense or fails to submit a written defense within the prescribed period, a decision shall be made on the basis of the file and evidence collected.
However, if the member provides a valid and documented excuse for failure to comply with the notified date or period and the excuse is accepted, a new date and period shall be granted.
The Disciplinary Board, sitting as a board, shall hear the complained-of person/entity representatives and receive their defenses; it may hear witnesses, if any, and may obtain opinions from expert institutions and organizations.
No document relating to an investigation may be taken outside the Association without the knowledge and approval of the Chairperson of the Disciplinary Board. Every stage of the Disciplinary Board’s work is confidential.
Investigations shall be concluded within three (3) months at the latest and the result shall be reported in writing to the Board of Directors.
Implementation of decisions taken by the Board of Directors upon the proposal of the Disciplinary Board and adoption of the necessary measures are within the authority and responsibility of the Board of Directors.
Appeal Against Expulsion: A member against whom a permanent expulsion decision has been made may submit an appeal to the Board of Directors for presentation to and inclusion on the agenda of the first General Assembly meeting. The member may present his/her defense personally at the General Assembly or through a full member authorized in writing. After explanatory information is provided by the Disciplinary Board and the Board of Directors, the decision of the General Assembly by secret ballot shall be final.
AUDIT BOARD
Article 20: The Audit Board, the authorized auditing body of the Association, shall consist of three principal and three substitute members elected by the General Assembly from among its members. The three candidates receiving the highest number of votes shall be elected as principal members and the next three as substitute members. In the event of equal votes, lots shall be drawn.
At its first meeting, the Board shall elect a Chairperson and a Rapporteur from among its members. It shall meet ordinarily at intervals not exceeding one year and extraordinarily whenever necessary, and shall take decisions by absolute majority.
The duties and powers of the Audit Board are as follows:
a) To report to the Board of Directors and, when convened, to the General Assembly, the results of examinations and recommendations concerning the Association’s budget, accounts, books and documents, at intervals not exceeding one year;
b) To attend the meeting at which the work program and budget for the next working period prepared by the Board of Directors are discussed and state its opinions and recommendations;
c) To submit to the General Assembly a report on the results of its examination and recommendations concerning the financial report, balance sheet and income-expenditure statement prepared by the Board of Directors;
d) To audit whether transfer and handover procedures of Boards of Directors have been properly completed, whether General Assembly resolutions have been implemented, and whether Association affairs are conducted in accordance with legislation, and to prepare reports;
e) To attend Board of Directors meetings as observers;
f) Where necessary, to request that an Extraordinary General Assembly be convened.
WORKING PERIOD AND BUDGET IMPLEMENTATION
Article 21: The working period begins on 1 January and ends on 31 December of the following year.
In implementing the budget covering the working period, expenditures must be balanced against income and realistic; payment obligations must not exceed the budget and extend into future years; no transactions may be made outside the sections and items of the income and appropriation schedules; and transfers between sections may be made by decision of the Chairperson of the Board of Directors.
Unless otherwise decided by the General Assembly and until a ‘Working Period Budget Regulation’ is established, the spending powers and limits of the Chairperson and Board of Directors, methods for collection of income, cash amount to be held on hand, budget transfer authorities and similar matters shall be governed by resolutions of the Board of Directors.
SOURCES OF INCOME AND DETERMINATION OF ENTRANCE AND ANNUAL DUES
Article 22: The income of the Association consists of:
a) Entrance Fee: A one-time entrance payment collected at the time of application for membership.
b) Annual Dues: Annual membership dues collected from members in each working period.
c) Determination of Dues: Entrance and annual dues shall be determined each year by the Board of Directors, taking economic conditions into consideration, and announced to members. Monitoring, collection and accounting of dues shall also be carried out by the Board of Directors.
d) Income obtained from activities organized or arranged by the Association, such as lotteries, balls, entertainment events, performances, concerts, sports competitions and conferences;
e) Donations, aid and testamentary dispositions not contrary to the relevant provisions of the Law on Associations;
f) Other donations and aid collected in accordance with the legislation on collection of aid;
g) Income derived from the assets of the Association;
h) Other income not contrary to legislation concerning associations.
EXPENDITURES
Article 23: The expenditures of the Association shall be shown in sections and items in the expenditure schedule of the working-period budget, taking into account its administrative activities and services.
PROCEDURES FOR INCOME AND EXPENDITURES AND BORROWING
Article 24: Income whose amount can be predetermined shall be stated as definite amounts in the working-period budget, while other income shall be stated as nominal amounts, and shall be implemented after approval by the General Assembly.
No money or assistance may be requested from Association members other than dues and other payments provided for in the working-period budgets and which they are obliged to pay.
Expenditures shown as sections and items in the expenditure schedule of the working-period budget shall be supported by invoices, receipts or expenditure records and shall be made with the approval of the Chairperson or Board of Directors according to the applicable spending authority.
Association income shall be collected against an “Official Receipt”. Where Association income is collected through banks, documents issued by the bank, such as transaction receipts or account statements, shall substitute for an Official Receipt.
Association expenditures shall be documented by invoices, retail sales receipts, self-employment receipts and similar expenditure documents. However, for payments falling within Article 94 of the Income Tax Law, an expense voucher shall be issued in accordance with the Tax Procedure Law, and for payments not falling within that scope, an ‘Expense Receipt’ shall be issued.
Official Receipts to be used for collection of Association income shall be printed by a printing house pursuant to a resolution of the Board of Directors.
Printing and control of Official Receipts, receipt from the printer, recording in the books, handover between former and new treasurers, use of such receipts by persons authorized to collect income on behalf of the Association, and delivery of collected income shall be conducted in accordance with the relevant provisions of the Regulation on Associations.
Persons authorized to collect income on behalf of the Association shall be designated by resolution of the Board of Directors, including the period of authorization, and notified electronically to the relevant public authority.
Principal members of the Board of Directors may collect income without an authorization certificate. The period of authorization certificates shall be determined by the Board of Directors for no more than one year. Expired certificates shall be renewed in accordance with the foregoing provision.
Except for books, Official Receipts, expenditure documents and other documents used by the Association shall, subject to longer periods prescribed by special laws, be retained for five years in accordance with the number and date sequence in the books in which they are recorded.
BORROWING PROCEDURES OF THE ASSOCIATION
The Association may borrow by resolution of the General Assembly when required to achieve its purpose and conduct its activities. Such borrowing may take the form of purchases of goods and services on credit or cash borrowing. However, borrowing may not be in amounts that cannot be covered by the Association’s sources of income or that would place the Association in financial difficulty.
Subject to provisions of special laws prescribing longer retention periods, the retention period for these documents is five years.
METHODS OF INTERNAL AUDIT
Article 25: Internal audit is fundamental within the Association. Internal audits may be conducted by the General Assembly, Board of Directors or Audit Board, or may be commissioned from independent audit organizations. An audit conducted by the General Assembly, Board of Directors or independent audit organizations does not eliminate the obligations of the Audit Board.
The Audit Board shall audit, at intervals not exceeding one year and in accordance with the principles and procedures set forth in these Articles, whether the Association operates in line with the purposes and fields of activity specified in its Articles and whether its books, accounts and records are maintained in accordance with legislation and the federation’s articles, and shall submit the audit results in a report to the Board of Directors and, when convened, to the General Assembly.
Upon request of members of the Audit Board, Association officials must show or provide all information, documents and records and permit access to management premises, establishments and annexes.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
Article 26: These Articles of Association may be amended by resolution of the General Assembly.
For an amendment to be considered by the General Assembly, two-thirds (2/3) of the members entitled to participate and vote must be present. If the meeting is postponed because this quorum is not achieved, no quorum shall be required at the second meeting. However, the number of members attending the second meeting may not be less than twice the total number of full members of the Board of Directors and Audit Board.
The decision majority required for an amendment is two-thirds (2/3) of the votes of members attending and entitled to vote. Voting on amendments shall be open.
DISSOLUTION AND LIQUIDATION
Article 27: The General Assembly may decide at any time to dissolve the Association.
For dissolution to be discussed, two-thirds (2/3) of the members entitled to participate and vote must be present. If the meeting is postponed because this quorum is not achieved, no quorum shall be required at the second meeting. However, the number of members attending may not be less than twice the total number of full members of the Board of Directors and Audit Board.
The decision majority required for dissolution is two-thirds (2/3) of the votes of members attending and entitled to vote. Voting on dissolution shall be open.
Liquidation Procedures:
When the General Assembly resolves to dissolve the Association, liquidation of its money, property and rights shall be carried out by a liquidation committee consisting of the members of the last Board of Directors. These procedures shall commence as of the date on which the General Assembly resolution on dissolution is adopted or the automatic termination becomes final.
During the liquidation period, the phrase “HEATING APPLIANCE MANUFACTURERS AND BUSINESS PEOPLE ASSOCIATION IN LIQUIDATION” shall be used in the Association name in all transactions.
The liquidation committee is authorized and responsible for completing the liquidation of the Association’s money, property and rights from beginning to end in accordance with legislation. It shall first examine the Association’s accounts. During this examination, the Association’s books, Official Receipts, expenditure documents, land registry and bank records and other documents shall be identified, and its assets and liabilities recorded in minutes.
During liquidation, creditors of the Association shall be called upon and, where applicable, assets shall be converted into cash and creditors paid. Where the Association is a creditor, its receivables shall be collected.
After collection of receivables and payment of debts, all remaining money, property and rights shall be transferred to the place determined by the General Assembly. If no transferee has been determined by the General Assembly, they shall be transferred to the association in the same province whose purpose is closest to that of the Association and which has the highest number of members on the date of dissolution.
All liquidation procedures shall be shown in liquidation minutes and shall be completed within three months, except for additional periods granted by the civil authorities for justified reasons.
Following completion of liquidation and transfer of the Association’s money, property and rights, the liquidation committee must notify the civil authority of the place where the registered office is located in writing within seven days and attach the liquidation minutes.
The members of the last Board of Directors, acting as the liquidation committee, are responsible for retaining the Association’s books and documents. This duty may also be assigned to one Board member. The retention period is five years.
STATUTORY BOOKS
Article 28: The Association shall duly maintain the books specified in Law No. 5253 and in the Regulation on Associations issued pursuant to that Law and published in the Official Gazette on 31 March 2005.
Before use, these books shall be certified by a notary public or the Provincial Directorate of Civil Society Relations.
Preparation of Income Statement and Balance Sheet: If records are maintained on an operating-account basis, an ‘Operating Account Statement’ shall be prepared at year-end. If books are maintained on a balance-sheet basis, a balance sheet and income statement shall be prepared at year-end (31 December) on the basis of the General Communiqués on Accounting System Implementation published by the Ministry of Finance.
BUSINESS ETHICS PRINCIPLES
Article 29: Members shall act in accordance with the following ethical principles:
a) Integrity: They shall act honorably and honestly and adhere to high moral standards. They shall not participate in, support or tolerate corruption. They shall not enter into bribery relationships for profit or advantage.
b) Reliability: They shall not engage in attitudes or conduct that undermine confidence in themselves or their companies or damage their reputation. They shall assume responsibility for their products and services and shall not avoid fulfilling such responsibilities. They shall ensure that employees’ personal information is securely protected and kept confidential.
c) Keeping Commitments: They shall exercise care in fulfilling their promises and shall discharge their debts fully and on time.
d) Loyalty: They shall not attempt to obtain confidential information or use such information for their own interests. They shall respect company confidentiality and, even after leaving a company, shall not use the former company’s private information for personal benefit.
e) Fairness: They shall not accept demands for unjust benefits, act as intermediaries for such demands, request others to act as intermediaries, and shall reject proposals of this nature. They shall maintain conduct consistent with high moral standards.
f) Protecting the Rights of Others: In relations with employees, they shall ensure honesty, fair management, equality, respect for personality and a safe working environment and shall not compel persons to engage in unlawful acts. They shall not discriminate with respect to employee rights on grounds of race, color, sex, religion, political opinion, philosophical belief or sect.
g) Respect for the Law: Members shall respect and comply with the legal systems of Türkiye and of the countries in which they do business. They shall not engage in unlawful or criminal activities and shall not resort to methods disapproved by business and social ethics.
h) Civic Responsibility: They shall pay taxes on time and fulfill the requirements of social responsibility.
i) Pursuit of Excellence: They shall ensure that decisions contribute positively to local economies, help prevent waste of national resources and impoverishment of society, and provide resources and opportunities for social services and infrastructure.
j) Accountability: They shall adhere to transparency in offers and contract negotiations. In agreements with public and private enterprises, they shall prioritize transparency and remain accountable for all activities.
k) Environmental Awareness: They shall make every effort to protect the environment and carry out activities to promote environmental awareness.
l) Member Responsibility: They shall not engage in unjust conduct or behavior concerning the Association in the eyes of the public and shall not undertake acts or transactions contrary to these Articles or damaging to the Association.
ABSENCE OF PROVISIONS
Article 30: Where these Articles of Association contain no applicable provision, the laws, regulations and by-laws of the Republic of Türkiye shall apply.
FOUNDERS
Article 31: The persons whose names, professions or occupations and nationalities are stated below are the founding members of the Association.