BATMAN ACADEMIC AND SOCIAL ACTIVITIES ASSOCIATION CHARTER

Name and Center of the Association

Article 1- Name of the Association: “Batman Academic and Social Activities Association”.

The center of the association is Batman. No branch will be opened.

The Purpose of the Association and the Subjects and Forms of Work to be Carried Out by the Association to Achieve This Purpose and the Field of Activity

Article 2- The association was established to organize functional and professional project-based education, research and development activities; to undertake national and international initiatives that will benefit all segments of society with the philosophy of lifelong learning.

Subjects and Forms of Work to be Carried Out by the Association

1-To conduct research to activate and develop activities,

2-To organize educational activities such as courses, seminars, conferences and panels,

3-To obtain all kinds of information, documents, papers and publications required for the realization of the purpose, to establish a documentation center, to publish newspapers, magazines, books and other publications in line with the purposes to announce its work and to distribute work and information bulletins to its members,

4-To provide a healthy working environment for the realization of the purpose, to provide all kinds of technical tools and equipment, fixed assets and stationery materials,

5-To engage in fundraising activities and accept donations from domestic and foreign countries, provided that the necessary permits are obtained,

6-To establish and operate economic, commercial and industrial enterprises in order to obtain the income needed for the realization of the objectives of the statute,

7-To open locales, establish social and cultural facilities and furnish them for the benefit of its members and for them to make use of their free time to do,

8-To develop and maintain human relations among its members by organizing dinner meetings, concerts, balls, theater, exhibitions, sports, trips and entertaining events, etc. to organize or to ensure that its members benefit from such events,

9-To buy, sell, rent, lease movable and immovable properties needed for the activities of the association and to establish real rights on immovable properties,

10-To establish a foundation, federation or join an established federation if deemed necessary for the realization of the purpose, to establish facilities that associations can establish with permission by obtaining the necessary permission,

11-To engage in international activities, to become a member of associations or organizations abroad and to carry out joint studies or cooperation with these organizations on a project basis,

12-To carry out joint projects with public institutions and organizations on issues within their scope of duty, without prejudice to the provisions of Law No. 5072 on the Relations of Associations and Foundations with Public Institutions and Organizations,

13-To establish a fund to meet the essential needs of the association members such as food, clothing and other goods and services and short-term credit needs,

14-To establish a representative office in places deemed necessary for the purpose of carrying out the activities of the association

15-To create platforms to achieve a common goal with other associations or foundations, unions and similar civil society organizations in areas related to the purpose of the association and not prohibited by law,

16-To increase the awareness and usability of the funds provided by national and international organizations, to support individuals, NGOs, SMEs, institutions and formations that want to use them and to provide them with consultancy services,

17-To create volunteer awareness in society; Again, to support individuals who cannot participate in social activities due to various reasons such as not being able to access information in society, economic deprivation, being in a disadvantaged group,

18-To contribute to the formation of scientific research awareness in society and to carry out the necessary initiatives and infrastructure works to maintain it,

19-To contribute to the increase in academic qualifications and professional levels of its members in order to bring them to universal standards in terms of profession,

20-To prepare projects for people to be healthy mentally and physically, to remain healthy and to solve health problems, to develop solutions, to work for the implementation of the solutions found,

21-To work for the training of qualified educators, to prepare education policies, to submit reports and suggestions to relevant official and private institutions and to organize education councils and workshops,

22-To carry out all kinds of activities to ensure friendship, social peace and welfare between people and societies,

23-To determine professional rules of a recommendatory nature, to ensure that its members work in accordance with the needs of the economy within the discipline required by the profession, to take all necessary measures to ensure unity among its members and to implement,

24-To carry out the necessary work in order to create public opinion in favor of professional groups,

25-To provide training and consultancy services in professional fields and to cooperate with relevant institutions,

26-To carry out all kinds of activities required and in accordance with the law in order to achieve our goals.

Area of ​​Activity of the Association

Domestic, in academic and social areas

i and operates abroad.

Right to Become a Member and Membership Procedures

Article 3- Every real person or legal entity who has the legal capacity to act and who accepts the association’s purpose and principles 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 real persons must also have the right to settle in Turkey in order to become members. This condition is not required for honorary membership.

The membership application to be made in writing to the association presidency is decided by the association board of directors within a maximum of thirty days as acceptance or rejection of the request 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 main members of the association are the founders of the association and the persons accepted for membership by the board of directors upon their application.

Those who have provided significant financial and moral support to the association may be accepted as honorary members by the decision of the board of directors.

Resignation from Membership

Article 4- Every member has the right to resign from the association, provided that they notify in writing.

The resignation process is considered to be completed when the member’s resignation letter reaches the board of directors. Resignation from membership does not end the member’s accumulated debts to the association.

Removal from Membership

Article 5- Situations that require removal from association membership.

1- Acting contrary to the association’s bylaws,

2- Continuously avoiding assigned duties,

3- Not paying membership dues within six months despite written warnings,

4- Not complying with the decisions made by the association’s organs.

5- Having lost the conditions for membership,

In case one of the situations listed above is detected, the member will be removed from membership by the decision of the board of directors.

Those who leave or are expelled from the association are deleted from the member registry and cannot claim rights to the association’s assets.

Association Bodies

Article 6- The association’s bodies are shown below.

1- General assembly,

2- Board of Directors,

3- Board of Auditors,

Form of Establishment, Time of Meeting and Call and Meeting Procedure of the Association’s General Assembly

Article 7- The general assembly is the most authorized decision-making body of the association and consists of members registered with the association.

The general assembly;

1- It meets regularly at the time specified in this statute,

2- It meets extraordinarily within thirty days when deemed necessary by the board of directors or the board of auditors or upon the written request of one fifth of the association members.

The ordinary general assembly meets once every 3 years in March, at the day, place and time to be determined by the board of directors.

The general assembly meeting is called by the board of directors.

If the board of directors does not call the general assembly to a meeting; upon the application of one of the members, the magistrate appoints three members to call the general assembly to a meeting.

Invitation Procedure

The board of directors prepares the list of members who have the right to attend the general assembly according to the association charter. Members who have the right to attend the general assembly are invited to the meeting at least fifteen days in advance, by announcing the day, time, place and agenda in a newspaper or by notifying them in writing or by e-mail. If the meeting cannot be held due to lack of quorum, the day, time and place where the second meeting will be held is also specified in this invitation. The period between the first meeting and the second meeting cannot be less than seven days or more than sixty days.

If the meeting is postponed for a reason other than the lack of quorum, this situation is announced to the members in accordance with the call procedure made for the first meeting, stating the reasons for postponement. The second meeting must be held within six months at the latest from the postponement date. Members are invited 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 a simple majority of the members entitled to attend, or two-thirds in the event of a change in the statute or dissolution of the association; in the event that the meeting is postponed due to failure to meet a quorum, a quorum is not required for the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the management and audit boards.

The list of members entitled to attend the general assembly is kept ready at the meeting venue. The identity documents of the members who will enter the meeting venue issued by official authorities are checked by the members of the board of directors or officers assigned by the board of directors. Members enter the meeting venue by signing against their names on the list prepared by the board of directors.

If the quorum is met, the situation is recorded in a report and the meeting is opened by the chairman of the board of directors or one of the members of the board of directors he/she will assign. If the quorum is not met, a report is prepared by the board of directors.

After the opening, a board of directors is formed by electing a president and sufficient number of vice presidents and secretaries to manage the meeting.

In the voting to be held for the election of the association bodies, the members who vote

They are required to show their IDs to the board of directors and sign opposite their names on the list of attendees.

The management and security of the meeting are the responsibility of the chairman of the board.

In the general assembly, only the items on the agenda are discussed. However, the issues requested in writing to be discussed by one tenth of the members present at the meeting must be included on the agenda.

Each member has one vote in the general assembly; the member must use his/her vote in person. Honorary members can attend the general assembly meetings but cannot vote. In the event that a legal entity is a member, the chairman of the board of directors of the legal entity or the person he/she designates to represent him/her shall vote.

The issues discussed and the decisions taken at the meeting are recorded in a minute and signed by the chairman of the board and the clerks together. 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.

General Assembly Voting and Decision Making Procedures and Forms

Article 8- In the general assembly, unless otherwise decided, the elections of the members of the board of directors and the audit board are made by secret ballot and the decisions on other issues are made by open ballot. Secret votes are the votes that are collected by putting the sealed papers or ballot papers by the meeting chairman into an empty container after the necessary actions are taken by the members and are determined by making an open list after the voting is completed.

In open voting, the method specified by the general assembly chairman is applied.

General assembly decisions are made by the absolute majority of the members attending the meeting. However, decisions to change the statute and to dissolve the association can only be made by a two-thirds majority of the members attending the meeting.

Decisions Taken Without a Meeting or Without an Invitation

Decisions taken with the written participation of all members without coming together and decisions taken by all members of the association coming together without complying with the invitation procedure written in this statute are valid. Decisions taken in this manner do not replace an ordinary meeting.

Duties and Powers of the General Assembly

Article 9-The following issues are discussed and decided by the general assembly.

1-Election of association bodies,

2-Amendment of the association charter,

3-Discussion of the management and audit board reports and discharge of the management board,

4-Discussion of the budget prepared by the management board and acceptance as is or with amendments,

5-Authorization of the management board to purchase real estates required for the association or to sell existing real estates,

6-Review of the regulations to be prepared by the management board regarding the association’s activities and approval as is or with amendments,

7-Determination of the wages to be paid to the non-public servant chairmen and members of the management and audit boards of the association, all kinds of allowances, travel allowances and compensations, and daily and travel allowance amounts to be given to members to be assigned for the association’s services,

8-Decision on the association’s participation in and separation from the federation,

9-The association’s international activities presence, joining or leaving associations and organizations abroad as a member,

10-Establishing a foundation by the association,

11-Dissolution of the association,

12-Examining and deciding on other proposals of the board of directors,

13-Performing other duties specified in the legislation to be performed by the general assembly,

The general assembly supervises the other organs of the association and may dismiss them at any time for justified reasons.

The general assembly makes the final decision on accepting and removing members. As the most authorized organ of the association, it carries out the tasks and uses the authorities not assigned to another organ of the association.

Formation, Duties and Authorities of the Board of Directors

Article 10-The Board of Directors is elected by the general assembly as five main and five substitute members.

The board of directors determines the chairman, vice-chairman, secretary, treasurer and member by making a decision at its first meeting after the election.

The board of directors may be called to a meeting at any time, provided that all members are notified. It convenes with the presence of one more than half of the total number of members. Decisions are taken by the absolute majority of the total number of members attending the meeting.

In the event of a vacancy in the main board of directors due to resignation or other reasons, it is mandatory to call the substitute members to duty in the order of the majority vote received in the general assembly.

Duties and Authorities of the Board of Directors

The board of directors shall fulfill the following duties.

1- Represent the association or authorize one or more of its own members in this regard,

2- Carry out transactions related to income and expense accounts and prepare the budget for the next period and submit it to the general assembly,

3- Prepare regulations regarding the activities of the association and submit them to the approval of the general assembly

4- Purchase immovable property, sell movable and immovable properties belonging to the association, construct buildings or facilities with the authority granted by the general assembly

to establish mortgages, mortgages or real rights in favor of the association,

5-To ensure that representative offices are opened in places deemed necessary,

6-To implement the decisions taken in the general assembly,

7-To prepare the association’s operating account table or balance sheet and income statement and the report explaining the board of directors’ activities at the end of each activity year and submit it to the general assembly when it meets,

8-To ensure the implementation of the budget,

9-To decide on the admission of members to the association or the removal of members from membership.

10-To make and implement all kinds of decisions to realize the association’s purpose,

11-To perform other duties and use the authorities assigned to it by the legislation,

Organization, Duties and Authorities of the Board of Auditors

Article 11-The Board of Auditors is elected by the general assembly as three main and three substitute members.

In case of a vacancy in the main board of auditors due to resignation or other reasons, it is mandatory to call the substitute members to duty according to the order of the majority vote received in the general assembly.

Duties and Powers of the Board of Auditors

The board of auditors; audits whether the association operates in line with the purpose and the work subjects specified to be carried out in order to achieve the purpose stated in the bylaw, whether the books, accounts and records are kept in accordance with the legislation and the association bylaw, in accordance with the principles and procedures determined in the association bylaw and at intervals not exceeding one year, and presents the audit results in a report to the board of directors and to the general assembly when it convenes.

The board of auditors; calls the general assembly to a meeting when necessary.

Income Sources of the Association

Article 12-The income sources of the association are listed below.

1-Membership Fee: No entrance fee is collected from the members. An annual fee of 100.00 TL is also collected. The general assembly is authorized to increase or decrease these amounts.

2- Donations and aids made to the association by real and legal persons at their own request.

3- Income obtained from activities such as tea and dinner meetings, trips and entertainment, performances, concerts, competitions and conferences organized by the association,

4- Income obtained from the assets of the association,

5- Donations and aids to be collected in accordance with the provisions of the legislation on fundraising.

6- Earnings obtained from commercial activities undertaken by the association in order to provide the income it needs to realize its purpose.

7- Other incomes.

The Association’s Bookkeeping Principles and Procedures and Books to be Kept

Article 13- Bookkeeping principles;

Books are kept in the association according to the business account principle. However, if the annual gross income exceeds the limit specified in Article 31 of the Associations Regulation, books shall be kept on the basis of balance sheet starting from the following accounting period.

In case of switching to the balance sheet principle, if the limit specified above falls below in two consecutive accounting periods, the business account principle may be returned to as of the following year.

Regardless of the limit specified above, books may be kept on the basis of balance sheet with the decision of the board of directors.

In case the association opens a commercial enterprise, books shall also be kept for this commercial enterprise in accordance with the provisions of the Tax Procedure Law.

Registration Procedure

The association’s books and records shall be kept in accordance with the procedure and principles specified in the Associations Regulation.

Books to be Kept

The following books shall be kept in the association.

a) The books to be kept on the basis of business account and the principles to be followed are as follows:

1- Decision Book: The decisions of the board of directors shall be recorded in this book in date and number order and the decisions shall be signed by the members attending the meeting.

2- Membership Registration Book: Identity information of those who become members of the association, their entry and exit dates to the association are recorded in this book. The entry and annual membership fees paid by members can be recorded in this book.

3- Document Registration Book: Incoming and outgoing documents are recorded in this book with date and serial number. Originals of incoming documents and copies of outgoing documents are filed. Documents received or sent via e-mail are stored by printing them.

4- Business Account Book: Income received and expenses made on behalf of the association are recorded in this book openly and regularly.

b) The books to be kept on the basis of balance sheet and the principles to be followed are as follows:

The books recorded in subparagraphs 1, 2, 3 and 6 of paragraph 1-(a) are also kept in case of keeping books on the basis of balance sheet.

2- Journal Ledger, General Ledger and Inventory Ledger: The method of keeping these ledgers and the recording method are carried out in accordance with the Tax Procedure Law and the Accounting System Implementation General Communiqués published based on the authority granted to the Ministry of Finance by this Law.

Certification of Ledgers

The ledgers that are required to be kept in the association are certified by the Provincial Civil Society Relations Directorate or a notary before they start being used. These ledgers continue to be used until their pages run out and no intermediate certification of the ledgers is made. However, ledgers kept according to the balance sheet principle and ledgers with form or continuous form leaves are not subject to the last

n months, it is mandatory to have it certified again every year.

Income Statement and Balance Sheet Preparation

In case of keeping records according to the business account principle, the “Business Account Table” (specified in ANNEX-16 of the Associations Regulation) is prepared at the end of the year (December 31). In case of keeping books according to the balance sheet principle, the balance sheet and income statement are prepared at the end of the year (December 31) based on the Accounting System Application General Communiqués published by the Ministry of Finance.

Income and Expense Transactions of the Association

Article 14-Income and expense documents;

Association incomes are collected with a “Receipt Document” (the example of which is in ANNEX-17 of the Associations Regulation). In case of collection of association incomes through banks, documents such as receipts or account statements issued by the bank replace the receipt document.

Association expenses are made with expense documents such as invoices, retail sales receipts, and freelance receipts. However, for the payments of the association within the scope of Article 94 of the Income Tax Law, an expense note is prepared in accordance with the provisions of the Tax Procedure Law, and for the payments not within this scope, an “Expense Receipt” (for which a sample is provided in ANNEX-13 of the Associations Regulation) is prepared.

The free deliveries of goods and services to be made by the association to persons, institutions or organizations are made with the “In-Kind Aid Delivery Document” (for which a sample is provided in ANNEX-14 of the Associations Regulation). The free deliveries of goods and services to be made by persons, institutions or organizations to the association are accepted with the “In-Kind Donation Receipt Document” (for which a sample is provided in ANNEX-15 of the Associations Regulation).

Receipt Documents

The “Receipt Documents” (in the form and size provided in ANNEX-17 of the Associations Regulation) to be used in the collection of the association’s income 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 matters related to the printing and control of receipts, receipt from the printing house, recording in the book, transfer 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 with the receipt and the delivery of the collected income.

Authorization Certificate

Except for the full members of the board of directors, the person or persons who will collect income on behalf of the association shall be determined by the decision of the board of directors, by specifying the period of authority. The “Authorization Certificate” containing the clear identity, signature and photographs of the persons who will collect income (the example of which is in ANNEX-19 of the Associations Regulation) shall be prepared by the association in three copies and approved by the chairman of the board of directors. A copy of the authorization certificates shall be given to the associations units. Any changes regarding the authorization certificate shall be notified to the associations unit by the chairman of the board of directors within fifteen days.

Persons who will collect income on behalf of the association can only start collecting income after a copy of the authorization documents issued in their name is submitted to the association unit.

The use, renewal, return and other issues of the authorization document shall be acted upon in accordance with the relevant provisions of the Associations Regulation.

Storage Period of Income and Expense Documents;

Except for the books, receipts, expenditure documents and other documents used by the association shall be kept for 5 years in accordance with the number and date order in the books where they are recorded, without prejudice to the periods specified in special laws.

Filing of Declaration

Article 15- The “Association Declaration” regarding the activities of the association for the previous year and the results of the income and expense transactions as of the end of the year (presented in ANNEX-21 of the Associations Regulation) shall be filled out by the association board of directors and transferred to the Associations Information System (DERBİS) by the association president within the first four months of each calendar year.

Notification Obligation

Article 16-Notifications to be made to the provincial governorship;

General Assembly Result Notification

Within thirty days following the ordinary or extraordinary general assembly meetings, the “General Assembly Result Notification” (presented in ANNEX-3 of the Associations Regulation) including the main and substitute members elected to the boards of directors and audit boards and other bodies shall be transferred to the Associations Information System (DERBİS) by the chairman of the board of directors:

The following shall be added to the general assembly result notification;

1-A copy of the general assembly meeting minutes signed by the chairman of the board, vice-chairmen and the secretary,

2-If the bylaws have been amended, a copy of the new and old versions of the amended articles of the bylaws and the latest version of the association bylaws signed by the board of directors on each page.

Notification of Real Estates

The real estates acquired by the association are transferred to the Associations Information System (DERBIS) by filling out the “Immovable Property Notification” (provided in ANNEX-26 of the Associations Regulation) within thirty days from the registration in the land registry.

Notification of Receiving Aid from Abroad

In case the association receives aid from abroad, the “Notification of Receiving Aid from Abroad” (provided in ANNEX-4 of the Associations Regulation) is filled out in two copies before receiving aid and transferred to the Associations Information System (DERBIS).

The notification form includes information on receiving aid from abroad.

a copy of the board of directors’ decision, a protocol, contract and similar documents, if any, issued on this subject, and a copy of the receipt, extra and similar document related to the account to which the aid is transferred are also attached.

Cash aids must be received through banks and the notification requirement must be fulfilled before being used.

Notification Regarding Joint Projects Carried Out with Public Institutions and Organizations

Projects carried out regarding joint projects carried out with public institutions and organizations on issues related to the association’s field of duty are transferred to the Associations Information System (DERBİS) System.

Notification of Changes

Changes in the association’s location (specified in ANNEX-24 of the Associations Regulation) are reported to the provincial administration authority within thirty days following the change by filling out the “Notification of Change in the Association’s Bodies”; changes in the association’s bodies outside the general assembly meeting (specified in ANNEX-25 of the Associations Regulation).

Amendments made to the association’s bylaws shall also be transferred to the Associations Information System (DERBİS) within thirty days following the general assembly meeting where the bylaws were amended, as an attachment to the general assembly result notification.

Internal Audit of the Association

Article 17-An internal audit may be conducted by the general assembly, board of directors or audit board of the association, or an audit may be conducted by independent auditing institutions. An audit conducted by the general assembly, board of directors or independent auditing institutions shall not eliminate the obligation of the auditing board.

An audit of the association shall be conducted by the auditing board at least once a year. The general assembly or board of directors may conduct an audit or have an audit conducted by independent auditing institutions when deemed necessary.

Borrowing Procedures of the Association

Article 18-The association may borrow money upon the decision of the board of directors in order to achieve its purpose and carry out its activities. This borrowing may be for the purchase of goods and services on credit, or it may be done in cash. However, this borrowing cannot be made in amounts that cannot be covered by the association’s income sources and in a way that will put the association in financial difficulty.

How the Bylaws Will Be Amended

Article 19-The bylaws can be amended by a general assembly decision.

A 2/3 majority of the members who have the right to attend the general assembly is required for the bylaws to be amended at the general assembly. If the meeting is postponed due to lack of a majority, a majority is not required at the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the management and audit boards.

The decision majority required for the bylaws amendment is 2/3 of the votes of the members who attend the meeting and have the right to vote. The voting for the bylaws amendment is carried out openly at the general assembly.

Termination of the Association and Liquidation of Assets

Article 20-The general assembly may decide to dissolve the association at any time.

In order for the dissolution issue to be discussed in the general assembly, a 2/3 majority of the members who have the right to attend the general assembly is required. In the event that the meeting is postponed due to the lack of a majority, a majority is not required in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the board of directors and audit committees.

The majority required for the dissolution decision to be taken is 2/3 of the votes of the members who attended the meeting and have the right to vote. The dissolution decision is voted openly in the general assembly.

Liquidation Procedures

When the general assembly decides to terminate, the liquidation of the association’s money, property and rights is carried out by the liquidation committee consisting of the last board members. These procedures begin as of the date the general assembly decision regarding the dissolution is taken or the date on which the automatic termination is finalized. In all procedures during the liquidation period, the phrase “Batman Academic and Social Activities Association in Liquidation” is used in the name of the association.

The liquidation board is responsible and authorized to complete the liquidation of the association’s money, property and rights from beginning to end in accordance with the legislation. This board first examines the association’s accounts. During the examination, the association’s books, receipts, expenditure documents, land registry and bank records and other documents are determined and its assets and liabilities are recorded in a report. During the liquidation process, the association’s creditors are called and its assets, if any, are converted into cash and paid to the creditors. If the association has 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 by the general assembly. If the place to be transferred is not determined by the general assembly, it is transferred to the association that is closest to the association’s purpose in the province where it is located and has the most members on the date of dissolution.

All transactions related to the liquidation are shown in the liquidation report and the liquidation processes are completed within three months, excluding additional periods granted by the provincial administration authorities based on a justified reason.

Following the completion of the liquidation and transfer of the association’s money, property and rights, the liquidation board must notify the provincial administration authority of the place where the association’s headquarters is located within seven days in writing and attach the liquidation report to this letter.

The members of the last board of directors, acting as the liquidation board, are responsible for keeping the association’s books and documents. This duty may also be assigned to a board member. The storage period for these books and documents is five years.

Lack of Provision

Article 21- In matters not specified in this statute, the provisions of the Law on Associations, the Turkish Civil Code, the Regulation on Associations issued pursuant to these Laws and other relevant legislation on associations shall apply.

Temporary Article 1- Until the association organs are formed at the first general assembly, the temporary board of directors members who will represent the association and carry out the work and transactions related to the association are listed below.