Article 1– The Name of the Association: “Association of Apparel Automation Machinery Manufacturers”.
The headquarters of the association is in ISTANBUL.
The Association may open branches abroad and within the country.
Society,
Working Subjects and Forms to be Continued by the Association
Field of Activity of the Association
The association operates in the social field at home and abroad.
Apparel Automation Machinery Manufacturers Association was founded by the following people:
Tuncay KORU
Ogun ÖZOL
Erkan GÜLAŞTI
Ferhat TAS
Huseyin KESKIN
Murat Derya GULER
Ozkan MANAV
Every natural and legal person who has the capacity to act, adopts the aims and principles of the association and accepts to work in this direction and meets the conditions stipulated by the legislation has the right to become a member of this association. However, foreign natural persons must also have the right to settle in Turkey in order to become a member. This condition does not apply to honorary membership.
The membership application to be made in writing to the chairmanship of the association is decided by the board of directors of the association in the form of acceptance or rejection of the request within maximum thirty days and the result is notified to the applicant in writing. The member whose application is accepted is recorded in the book to be kept for this purpose.
The original members of the association are the founders of the association and the persons accepted to membership by the board of directors upon their application.
Those who have provided significant financial and moral support to the association can be accepted as honorary members by the decision of the board of directors.
When the number of branches of the association is more than three, the membership records of those registered at the headquarters of the association are transferred to the branches. New membership applications are made to the branch. The processes of acceptance and removal from membership are made by the branch administrative boards and notified to the Headquarters in a letter within thirty days at the most.
Real or legal persons with actual competence operating in the Apparel Automation Machinery Manufacturing sector can become a member of the association, provided that they are not subject to permanent and temporary deprivation of rights or limitation of rights specified in the Law on Associations No. 5253 and the Turkish Civil Code.
The board of directors of the association has to decide on the written applications for membership in the form of acceptance or rejection of the membership within maximum thirty days and announce the result to the applicant in writing. No one can be compelled to become a member.
The association has two types of membership.
As a principal member of the Association, only those who meet the following conditions can become a member of the legal and real person organizations that manufacture Apparel Automation and Machinery and related equipment, hardware, accessories and software used in the equipment and manufacturing processes of these machines.
Manufacturers:
Being a legal person, company or natural person,
Having established manufacturing within the borders of Türkiye,
The company has the Capacity Report obtained from the relevant official institution and the CE Certificate of its products within the scope,
The person who will represent the company at KOMİD is a company partner, company manager or payroll company personnel assigned in writing by the company's authorized signatory or authorized signatory jointly or individually,
Legal and real person businesses that have the conditions and want to become a full member in accordance with the provisions of this regulation; They apply to the Board of Directors of the Association. The application is in writing; Filling and signing the member entry declaration prepared by the Association and conveying the information and documents notified by the General Secretariat of the Association is done by paying the member entrance fee and annual fee determined for that year at the time of application. The entire member entrance fee and the required part of the current year's annual fee (corresponding to the remaining months) are taken. As long as these payments are not made, association membership procedures will not be initiated. If the applicant is not accepted for membership and/or withdraws his/her application for any reason, all payments shall be returned within 30 (thirty) days at the latest following the decision of rejection and/or withdrawal of the application.
Unless recommended for membership by the decision of the Board of Directors of the Association, the applicant must be recommended by at least two members. Applications are also announced to all members via e-mail and their opinions, if any, are requested.
Upon acceptance of the candidate as a member of the association, it is registered in the "Association Member Book".
Those who are not accepted to membership cannot apply to become a member of the association again after 2 (two) years from the date of notification of the application result to them. The same condition applies to members who have resigned or been removed from the membership.
Association members have equal rights; Each member has one vote at the General Assembly. The legal person who is a member of the Association votes through the person authorized to represent and bind or a person to be assigned by this person to represent. If the representative himself is not authorized to represent and bind the member company directly; this representative must be a Member of the Board of Directors, Partner of the Company, Director of the Company or registered on the company payroll. The persons appointed by the legal entity members shall immediately notify the Board of Directors in writing of any changes in their legal entities (requirements such as leaving the job, changing duties, transferring shares, etc.).
In order for the person to be assigned to represent, to vote, the “Representative Assignment Letter” to be prepared on company letterhead must be signed, stamped and sent to the association together with the signature circular, at least 3 (three) days before the first meeting of the General Assembly. When the presidency or representation duty of the person assigned to the representation ends, the person who will vote on behalf of the legal person is determined again.
Every member has the right to participate in the activities of the Association.
No one can be compelled to remain a member of the association. Each member has the right to leave the association, provided that he or she notifies him in writing. As soon as the resignation petition of the member reaches the board of directors, the exit procedures are deemed to be completed. Members who quit their membership are deleted from the Member Registry and cannot become a member again after 2 (two) years. Members leaving the association cannot claim rights on the association's assets.
Association membership of those who lose the qualifications sought in the law or bylaws for membership later terminates automatically. In case of detection of one of these situations (for example, quitting business, liquidation of the company, etc.), the membership record is deleted by the Board of Directors without any further action. The automatic termination of membership is notified in writing to the real person representing the legal person who is a member in the association. Retirement, resignation, etc. of the real person representing the legal person who is a member in the association. In such cases, the legal person chooses another person to represent him/her in the association and notifies the association in writing with legal documents within 30 (thirty) days.
If the member does not pay the dues he has undertaken within the promised period, a reminder letter is sent by the general secretariat of the association and he is given a grace period of 180 days. Membership registration of a member who does not pay his dues within the grace period is deleted from the member registry, with the decision of the Board of Directors, without any further action.
In the following cases, members may be disciplined and even expelled from the association with the decision of the Board of Directors:
In case of detection of one of the situations listed above, the relevant members are removed from membership by the decision of the Board of Directors. Members who are removed from the association are deleted from the Member Registry and cannot become a member again after 2 (two) years. Members who are expelled from the association cannot claim rights on the association's assets.
Members who quit their membership of the association by resignation, whose membership terminates spontaneously or who are dismissed from membership are responsible for paying the dues for the period of membership and, if any, their accumulated debts to the association.
Honorary membership is given to people who have served and contributed to the industry, science and business world in the field of machinery manufacturing, and people who have contributed to the industry with their academic studies, with the decision of the board of directors.
Among the founding members, those who leave the membership for any reason other than the general assembly decision or the reasons arising from the law are considered honorary members without the need to apply. Honorary members cannot be included in the quorum at the general assembly, honorary members can be registered in a special book for these members.
Although Honorary Members can participate in meetings and negotiations in the General Assembly, they cannot vote, they do not pay any entrance fee or annual fee.
Principal Members must comply with the following obligations:
Association membership of those who lose the qualifications sought in the law or bylaws for membership later terminates automatically. In case of detection of one of these situations (for example, quitting business, liquidation of the company, etc.), the membership record is deleted by the Board of Directors without any further action. The automatic termination of membership is notified in writing to the real person representing the legal person who is a member in the association. Retirement, resignation, etc. of the real person representing the legal person who is a member in the association. In such cases, the legal person chooses another person to represent him/her in the association and notifies the association in writing with legal documents within 30 (thirty) days.
Association members have equal rights.
The organs of the association are shown below.
1-General assembly,
2-Board of Directors,
3-supervisory board
The general assembly is the most authorized decision-making body of the association; consists of registered members of the association. In case of opening a branch of the association, the number of branches is up to three from the members registered in the head office and branches; In case the number of branches is more than three, registered members in the head office are transferred to the branches and consist of the delegates elected at the general assembly of the branches.
General Assembly;
Ordinary General Assembly, 3 once a year, May It meets on the day, place and time to be determined by the board of directors.
Call Procedure*
The board of directors prepares the list of members who have the right to attend the general assembly according to the association's by-laws. Members who have the right to attend the general assembly meeting, at least fifteen days in advance, the day, time, place and agenda of the meeting are announced in at least one newspaper or on the website of the association, notified in writing, sent a message to the e-mail address or contact number notified by the member, or by local publication. are called to the meeting by using the tools. In this call, if the meeting cannot be held due to the lack of a quorum, the day, time and place of the second meeting is also 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 is announced to the members in accordance with the call procedure for the first meeting, including the reasons for the postponement. The second meeting must be held within six months at the latest from the date of adjournment. Members are called back to the second meeting in accordance with the principles specified in the first paragraph.
The general assembly meeting cannot be postponed more than once.
Meeting Procedure*
The general assembly convenes with the participation of the absolute majority of the members who have the right to participate, and two-thirds of the members in the case of a bylaw change and the dissolution of the association; In the event that the meeting is postponed due to lack of majority, 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 board of directors and supervisory board.
The list of members entitled to attend the general assembly is made available at the meeting place. 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 officials to be appointed by the board of directors. Members enter the meeting place by signing against their names on the list prepared by the board of directors.
If the meeting quorum is met, the situation is determined in a minute and the meeting is opened by the chairman of the board of directors or one of the board members to be appointed. If the meeting quorum is not met, a minute is drawn up by the board of directors.
After the opening, a chairman and a sufficient number of vice-chairmen and a secretary are elected to manage the meeting, and a council committee is formed.
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 identities to the council committee and sign their names on the ready list.
The management and security of the meeting belongs to the chairman of the council.
In the general assembly, only the items on the agenda are discussed. However, it is obligatory to include on the agenda the issues that are requested to be discussed in writing by one-tenth of the members present at the meeting.
Each member has one vote at the general assembly; The member has to use the game personally. Honorary members may attend general meetings but can not vote. If the legal person is a member, the chairman of the board of directors or the person to be assigned to represent the legal person votes.
The issues discussed and the decisions taken at the meeting are written 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 are delivered to the chairman of the board of directors. The chairman of the board of directors is responsible for preserving these documents and delivering them to the newly elected board of directors within seven days.
Unless otherwise decided in the general assembly, voting is done openly. In open voting, the method specified by the chairman of the general assembly is applied.
In the case of secret voting, the papers or ballot papers sealed by the meeting chairman are thrown into an empty container after the members have done what is necessary, and after the end of the voting, the result is determined by making an open list.
General assembly resolutions are taken by the absolute majority of the members attending the meeting. In so far, the decisions to change the bylaws and dissolution of the association can only be taken with a two-thirds majority of the members attending the meeting.
Decisions Taken Without Meeting or Call*
The decisions taken by the written participation of all members without coming together and the decisions taken by all the members of the association without complying with the call procedure written in this charter are valid. Taking decisions in this way does not replace the ordinary meeting.
The following issues are discussed and resolved by the general assembly.
The board of directors is elected by the general assembly as five principal and five substitute members.
The board of directors determines the chairman, vice chairman, secretary, treasurer and member by making a decision at the first meeting after the election.
If there is 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 for duty according to the order of the majority of votes they received in the general assembly.
Duties and Authorities of the Board of Directors
The board of directors fulfills the following:
supervisory board, fly original and fly elected by the general assembly as a substitute member.
If there is a vacancy in the original membership of the supervisory board due to resignation or other reasons, it is obligatory to call the substitute members for duty in the order of the majority of votes they received in the general assembly.
Duties and Powers of the Supervisory Board
supervisory board; Inspects whether the association operates in line with the purpose and subjects stated in its charter, whether the books, accounts and records are kept in accordance with the legislation and association charter, in accordance with the principles and procedures determined in the association's charter, at intervals not exceeding one year, and reports the audit results in a timely manner. presents a report to the board of directors and to the general assembly when it convenes.
The supervisory board may request that the general assembly be called for a meeting when necessary.
The income sources of the association are listed below.
Bookkeeping principles;
The Association is to keep account books according to the principles. However, if the annual gross income exceeds the limit specified in Article 31 of the Associations Regulation, a book is kept on the basis of the balance sheet starting from the following accounting period.
In case of switching to the balance sheet principle, if the limit is lowered below the above-mentioned limit in two consecutive accounting periods, it can be returned to the operating account principle as of the following year.
Regardless of the limit stated above, books can be kept on the basis of the balance sheet with the decision of the board of directors.
In case of opening a commercial enterprise of the Association, a book is also kept for this commercial enterprise in accordance with the provisions of the Tax Procedure Law.
Registration Procedure
The books and records of the association are kept in accordance with the procedures and principles specified in the Associations Regulation.
Books to Keep
The following books are kept in the association.
a) The books to be kept on the basis of the business account and the principles to be followed are as follows:
It is not obligatory to keep the Receipt Record Book and the Fixture Book.
b) The books to be kept on the basis of the balance sheet and the principles to be followed are as follows:
Certification of Books
The books that are obligatory to be kept in the association (except the Big Ledger) are certified by the Provincial Directorate of Civil Society Relations or notary before they are used. The use of these books is continued until the pages are finished and the interim approval of the books is not done. However, it is obligatory to re-certify every year in the last month preceding the year in which the Journal Book, which is kept on the basis of the balance sheet, will be used.
Income Statement and Balance Sheet Arrangement
In case of keeping records on the basis of business account, “Operation Account Table” is prepared at the end of the year (31 December) (specified in ANNEX-16 of the Associations Regulation). In case of keeping books on the balance sheet basis, at the end of the year (31 December), the balance sheet and income statement are prepared based on the Accounting System Implementation General Communiqués published by the Ministry of Finance.
Income and expense documents;
Association revenues are collected with “Receipt Certificate” (a sample of which can be found in ANNEX-17 of the Associations Regulation). In case the income of the association is collected through banks, documents such as bank receipt or account statement shall replace the receipt document.
The expenses of the association are made with expenditure documents such as invoice, retail sales receipt, self-employment receipt. However, for the payments of the association within the scope of Article 94 of the Income Tax Law, documents such as expense slip according to the provisions of the Tax Procedure Law, and documents such as “Expense Receipt” or “Bank Receipt” for the payments that are not included in this scope (for example, in ANNEX-13 of the Associations Regulation). used as an expense document.
Deliveries of free goods and services to be made by the association to individuals, institutions or organizations are made with the “Aid in Kind Delivery Document” (an example of which is in Annex 14 of the Associations Regulation). Free goods and service deliveries to be made by individuals, institutions or organizations to the association are accepted with the “Certificate of Receipt of Donation in Kind” (an example of which is in Annex-15 of the Associations Regulation).
These documents; It is printed in the form and size shown in Annex-13, Annex-14 and Annex-15, in the form to be printed or as a continuous form, by means of electronic systems and writing machines, in bindings consisting of fifty self-carbon original and fifty cob sheets, bearing successive serial and sequence numbers. . Documents to be printed in form or continuous form must be of the specified quality.
Receipt Documents
The “Receipt Documents” (in the form and size shown in ANNEX-17 of the Associations Regulation) to be used in the collection of the revenues of the association are printed in the printing house with the decision of the board of directors.
The relevant provisions of the Associations Regulation shall be followed in the issues related to the printing and control of the receipt documents, their receipt from the printing house, their recording in the book, handover between the old and new treasurers, and the use of these receipts by the person or persons who will collect income on behalf of the association and the delivery of the collected revenues. .
Licence of authorization
Except for the original members of the board of directors, the person or persons who will collect income on behalf of the association are determined by the decision of the board of directors, including the term of authorization. The “Certificate of Authorization” (included in Annex-19 of the Associations Regulation) containing the clear identity, signature and photographs of the persons who will collect income is prepared in two copies by the association and approved by the chairman of the association's board of directors. The principal members of the board of directors can collect income without a certificate of authorization.
The duration of the authorization certificates is determined by the board of directors as a maximum of one year. 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 his job or duty of the person on whose behalf the authorization certificate is issued, it is obligatory to submit the authorization certificates to the board of directors of the association within one week. In addition, the authority to collect revenue can be canceled at any time with the decision of the board of directors.
Retention Period of Income and Expense Documents;
Except for the books, receipts, expenditure documents and other documents used by the association are 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.
After the “Association Statement” regarding the activities of the previous year and the results of the income and expense transactions as of the end of the year (presented in the Associations Regulation ANNEX-21) is approved by the board of directors of the association, within the first four months of each calendar year, given to the administration.
Notifications to be made to the civil authority;
General Assembly Result Notification
Within thirty days following the ordinary or extraordinary general assembly meetings, the General Assembly Result Notification (included in Annex-3 of the Associations Regulation) containing the principal and alternate members elected to the board of directors and supervisory boards and other bodies is given to the local authority. In case of a bylaw change at the general assembly meeting; The minutes of the general assembly meeting, the old and new versions of the changed articles of the bylaws, the final form of the charter of the association, each page of which is signed by the absolute majority of the members of the board of directors, is submitted to the local authority within the period specified in this paragraph and in an appendix.
Notification of Immovables
The immovables acquired by the association are notified to the local authority by filling out the “Immovable Property Statement” (presented in Annex-26) of the Associations Regulation within thirty days from the registration to the land registry.
In case of receiving assistance from abroad, the association fills out the “Notification of Receiving Assistance from Abroad” (specified in Annex-4) of the Associations Regulation and notifies the local authority before receiving assistance.
It is obligatory to receive cash aids through banks and to fulfill the notification requirement before they are used.
Notification of Changes
The change in the settlement of the association (specified in the Associations Regulation APPENDIX-24) “Residential Change Notification”; Changes that occur in the organs of the association other than the general assembly meeting (specified in Annex-25 of the Associations Regulation) are notified to the local authority within thirty days following the change by filling out the “Notification of Changes in the Organs of the Association”.
The changes made in the charter of the association are notified to the local authority in the annex of the general assembly result notification within thirty days following the general assembly meeting in which the bylaw change is made.
Internal audits can be carried out by the general assembly, the board of directors or the supervisory board of the association, as well as by independent audit firms. The fact that an audit has been carried out by the general assembly, the board of directors or independent audit firms does not remove the obligation of the audit board.
The audit of the association is carried out at least once a year by the supervisory board. The general assembly or the board of directors may conduct audits or have independent auditing firms perform audits when deemed necessary.
In order to realize the purpose of the association and to carry out its activities, if needed, it may borrow with the decision of the board of directors. This borrowing may be in the purchase of goods and services on credit or in cash. However, this borrowing cannot be made in amounts that cannot be covered by the income sources of the association and in a way that will make the association insolvent.
The association may open branches in places deemed necessary by the decision of the general assembly. For this purpose, the founders' board of at least three persons authorized by the board of directors of the association submits the branch establishment notification and necessary documents specified in the Associations Regulation to the highest civilian authority of the place where the branch will be opened.
Branches are the internal organization of the association, which is not a legal entity, has the duty and authority to carry out autonomous activities in line with the purpose and service subjects of the association, and is responsible for all its receivables and debts arising from its transactions.
The organs of the branch are the general assembly, the board of directors and the supervisory board.
The General Assembly is composed of branches of registered members. Board of Directors, five original and five backup, if the supervisory board fly original and fly elected by the branch general assembly as a substitute member.
Duties and authorities of these bodies and other provisions regarding the association in this charter are also applied in the branch within the framework stipulated by the legislation.
Branches are obliged to finish the ordinary general assembly meetings at least two months before the general assembly meeting of the head office.
Ordinary general assembly of branches, 3 once a year, September It meets on the day, place and time to be determined by the board of directors of the branch.
Branches are obliged to notify a copy of the general assembly result notification to the local authority and the headquarters of the association within thirty days following the date of the meeting.
Branches, up to three branches, with the direct participation of all members in the general assembly of the headquarters; If the number of branches is more than three, each registered branch twenty (20) for member one (1), number of remaining members 10If more than , within these members One has the right to participate in the general assembly of the head office through the delegates to be elected at the branch general assembly.
Delegates elected at the last branch general assembly attend the headquarters general assembly. Members of the headquarters' administrative and supervisory board participate in the general meeting of the headquarters, but they cannot vote unless they are elected as a delegate on behalf of the branch.
Those who are in charge of the management or supervisory board of the branches leave their duties in the branch when they are elected to the headquarters management or supervisory board.
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 is notified in writing to the local administrative authority by the person or persons appointed as the representative by the decision of the board of directors. Representatives may not be represented in the General Assembly. Branches cannot open representative offices.
Bylaws can be changed by the decision of the general assembly.
A 2/3 majority of the members who have the right to attend and vote in the general assembly is required in order to amend the bylaws in the general assembly. In case the meeting is postponed due to lack of majority, 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 board of directors and supervisory board.
The majority of the decisions required for the bylaw change is 2/3 of the votes of the members who attended the meeting and have the right to vote. In the general assembly, the vote on the amendments to the bylaws is made openly.
The general assembly can always decide to dissolve the association.
In order to discuss the termination issue at the general assembly, 2/3 majority of the members who have the right to attend and vote in the general assembly is required. In case the meeting is postponed due to lack of majority, 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 board of directors and supervisory board.
The majority of the decisions required for the dissolution decision to be taken is 2/3 of the votes of the members attending the meeting and having the right to vote. Decision of termination voting is made openly in the General Assembly.
Liquidation Procedures
When the dissolution decision is made by the general assembly, the liquidation of the money, property and rights of the association is made by the liquidation board, which consists of the last members of the board of directors. These transactions start from the date of the general assembly decision regarding the termination or when the automatic termination becomes final. In all transactions during the liquidation period, the phrase "Association of APPAREL AUTOMATION MACHINERY MANUFACTURERS in Liquidation" is used in the name of the association.
The liquidation board is in charge and authorized to complete the liquidation of the money, property and rights of the association from beginning to end in accordance with the legislation. This board first examines the accounts of the association. During the examination, the books, receipts, expenditure documents, title deed and bank records and other documents belonging to the association are determined and their assets and liabilities are recorded in a report. During the liquidation process, the creditors of the association are called and their assets, if any, are converted into cash and paid to the creditors. If the association is a creditor, the receivables are collected. After the collection of receivables and payment of debts, all remaining money, property and rights are transferred to the place determined in the general assembly. If the place to be transferred is not determined in the general assembly, it is transferred to the association closest to its purpose in the province where the association is located and which has the most members on the date of termination.
All transactions regarding liquidation are shown in the liquidation report, and liquidation transactions are completed within three months, except for the additional periods given by the local authorities based on a justified reason.
Following the completion of the liquidation and transfer procedures of the money, property and rights of the association, the situation must be notified to the civil authority of the place where the headquarters of the association is located within seven days by the liquidation board, 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 can be conferred to a board of member too. These books and records must be kept for five years.
The provisions of the Law on Associations, the Turkish Civil Code and the Regulations on Associations issued with reference to these laws and other relevant legislation on associations are applied in matters not specified in this charter.
Provisional Article 1-* The temporary members of the board of directors who will represent the association and carry out the activities and transactions related to the association until the association bodies are formed in the first general assembly are listed below.
Temporary Board Members;
Name and surname | Mission Title |
TUNCAY KOR | MINISTER |
OGUN ÖZOL | VICE PRESIDENT |
ERKAN GÜLASI | SECRETARY |
FERHAT STONE | ACCOUNTANT |
HÜSEYİN KESKIN | MEMBER |
MURAT DERYA GULER | MEMBER |
OZKAN MANAV | MEMBER |
: :
This regulation consists of 33 (Thirty-three) articles and 1 (One) temporary article.