Constitution of Women’s International Shipping and Trading Association (WISTA)

Name and Headquarters of the Association

Article 1- Name of the Association: “Women’s International Shipping and Trading Association”.
Headquarters of the Association is located in Istanbul. No branch-office will be opened.
Aim of the Association, Subjects of Activity to be Realized by the Association For Realizing this Aim and Field of Activity

Article 2- The Association has been established for the purpose of ensuring cooperation and solidarity between the entreprising women in the maritime sector and sharing connection and experiences by means of its members.

Subjects of Activity to be Conducted by the Association

To obtain any and all information, instruments, documents and publications required for realizing this aim, to establish a documentation center and to issue such publications as journal, magazine and book for providing information regarding its studies, as well as issuing operating and informative bulletins for distributing to its members;

To provide a healthy working environment for realizing its aim and to obtain any and all technical tools and instruments, furniture-fixtures and stationery materials;

To carry out aid collecting activities and accept donations both in Turkey and abroad, provided that the necessary permissions are obtained;

To establish and operate economical, commercial and industrial enterprises for the purpose of obtaining the revenues required for realizing the aims of its constitution;

To open clubs and to establish and furnish cultural facilities in order to enable its members to evaluate their free times and to benefit therefrom;

To organize dinner parties, concerts, balls, theatres, exhibitions, sporting activities, tours, entertainments and the like or to enable its members to make use of such activities for the development and maintenance of human relations among and between its members;

To buy, sell, hire and let out on hire movables and immovables required for activities of the association, as well as imposing real rights on its immovables;

To establish foundations and federations or participate in a previously established federation if so required for realizing its aim, as well as establishing facilities which the associations may establish by obtaining the necessary permissions;

To carry out international activities, become a member in the associations or organizations abroad and to carry out joint studies or make cooperation on project basis with such organizations;
If it is deemed necessary for realizing its aim, to conduct joint projects with the public institutions and organizations in the issues falling within its business scope, provided that the provisions of the Law No. 5072 Concerning the Relationship of Associations and Foundations With Public Institutions and Organizations are reserved;

To establish charity fund for the purpose of meeting mandatory consumption supplies of its members such as food and clothing, and short-term loan requirements of them;

To open representation-office for the purpose of conducting association activity in places deemed necessary;

To establish platforms with the other associations or foundations, trade unions and similar non-governmental organizations for the purpose of realizing a joint aim in the fields related to the aim of the association and not prohibited by laws;

To conduct social responsibility projects within the business scope of the association;

To provide education grant for students who are in need of the same;

Association’s Area of Activity

The association is active in social areas. 

Right to Become a Member and Membership Transactions

Article 3- Each real and legal person who is actually eligible, who adopts the aim and principles of the association and accepts to work in this direction and who has the qualifications as stipulated in the Regulation may become a member in this association. However, a foreign real person may become a member only if he/she has a residence permit in Turkey. This condition is not required for honorary membership. 

The membership application to be made in writing to the presidency of the association will be accepted or rejected by the managing board of the association within thirty days at the latest and the result will be informed in writing to the applicant. The member whose application is accepted will be recorded in the book to be kept for this purpose.

Original members of the associations consist of the founders of the association and the persons who are accepted for membership by the managing board upon their application.

The persons who have provided the association with considerable support in material and moral aspects may be accepted as honorary member upon resolution of the managing board.

Resignation from Membership

Article 4- Each member is entitled to resign from the association, provided that the same is informed in writing. The transactions of resignation are deemed to have been concluded when the member’s letter of resignation is received by the managing board. Resignation from membership does not eliminate the accumulated debts of the member to the association.
Removal from Membership

Article 5- Cases requiring removal from membership of the association are as follows:
Carrying out such acts which are contrary to the constitution of the association;

Continuously abstaining from performing the tasks assigned;

Non-payment of the membership fee in six months despite the written warnings;

Failure in complying with the decisions taken by the competent bodies of the association;

Loss of the qualifications for membership.

If any one of the above mentioned cases is determined, the member is removed from membership upon resolution of the managing board.

The persons who have resigned, or are removed, from the association are deleted from the member registration book and they cannot set forth any claim regarding the assets of the association.

Bodies of the Association

Article 6- The bodies of the association are indicated hereinbelow:

General Assembly,

Managing Board,

Auditing Committee.

Establishment of General Assembly of the Association, Time of Meeting, Invitation and Meeting Procedure

Article 7- General assembly is the highest decising making body of the association and consists of the members who are registered with the association.

The General Assembly convenes:

Ordinarily at such times as specified in this constitution;

Extraordinarily in cases which are deemed necessary by the managing board or the auditing committee or within thirty days upon written request of the one fifts of the association members.

The ordinary general assembly convenes once in 3 years at such place and time to be determined by the managing board within the month December.

The general assembly is called for convention by the managing board.

If the managing board fails to call for convention of the general assembly, then upon application of any member, the justice of peace appoints three members to call for convention of the general assembly.
 

Procedure Regarding Invitation*

The managing board prepares the list of members who are entitled to participate in the general assembly according to the constitution. The members who are entitled to participate in the general assembly are called for convention by announcing the day, time, place and agenda of the meeting in a newspaper or through electronic mail at least fifteen days in advance. In this invitation, the date, time and place of the second meeting are also specified if the meeting cannot be held since the majority cannot be ensured in the first meeting. The duration 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 non-constitution of the majority, this fact will be informed to the members in accordance with the procedure regarding invitation applied in the first meeting specifying the reasons for postponement. The second meeting should be held within six months at the latest as of the date of postponement. Members are called for the second convention in accordance with the principles as specified in the first meeting.

The general assembly meeting cannot be postponed more than once.

Meeting Procedure*

The general assembly convenes with absolute majority of members who are entitled to participate therein and with participation of the two third of the members in cases of a change in the constitution or dissolution of the association. No majority is required in the second meeting if the meeting is postponed since the majority is not ensured. However, the number of members participating in this meeting cannot be less than two times the number of the members of the managing board and auditing board.
The list of the members who are entitled to participate in the general assembly is made available in the meeting place. Identity cards issued by public authorities of the members entering the meeting place are controlled by members of the managing board or the officers to be assigned by the managing board. Members enter the meeting place by signing the opposite side of their names included in the list drawn-up by the managing board.
If the quorum for convention is established, this fact is determined under a protocol and the meeting is opened by chairman of the managing board or any board member to be appointed by the chairman. If the quorum for convention is not established, a protocol is drawn-up by the managing board.

Following the opening, the presidential board is established by electing a president, sufficient number of vice-presidents and a secretary are elected for management of the meeting.

In votings to be made for electing the bodies of the association, the members casting a vote should present their identity cards to the presidential board and sign the opposite side of their names included in the list of attendance.
The president of the presidential board is responsible for the management, and ensuring the security, of the meeting.

Only the items included in the agenda are discussed at the general assembly. However, the issues the discussion of which is requested in writing by the members who are present at the meeting should be included in the agenda.
Each member has the right to cast one vote at the general assembly and the member is obliged to cast her vote in person. Hononary members cannot cast vote although they are entitled to participate in the general assembly. In case of real entity, the chairman of the board of directors of the real entity or the person to be appointed for representation will cast vote.

The issues discussed and the resolutions passed at the general assembly are written in the minutes and the same is signed by the president of the presidential board and the secretaries. At the end of the meeting, the minutes and the other documents are delivered to the chairman of the managing board. The chairman of the managing board is responsible for the protection of these documents and the delivery of them to the newly elected managing board within seven days. 

Voting and Decision Making Procedure at the General Assembly

Article 8- Unless otherwise resolved, election for the managing board and auditing committee is made through secret ballot and the resolutions regarding the other issues are passed through open ballot. Secret votes are those votes which are collected after the papers or the voting papers sealed by the president of the meeting are put in an empty box and the breakdown of which is made upon completion of voting.

In the open ballot, the method to be determined by the president of the presidential board will apply.
Resolutions of the general assembly are passed with absolute majority of the members who are present at the meeting. However, the resolutions regarding a change in the constitution or dissolution of the association can be passed by two third majority of the members who are present at the meeting.

Resolutions Passed Without Convention or Invitation*

The resolutions passed with written participation of all members without coming together and the resolutions passed by all members of the association coming together without complying with the procedure regarding invitation as written in this constitution are valid. This way of passing resolution does not take the place of convention.

Duties and Powers of the General Assembly

Article 9- The following issues are discussed and resolved by the general assembly:

Election of bodies of the association;

Making a change in the constitution of the association;

Discussion on reports of the managing board and auditing committee, and discharging the managing board;

Discussion on the budget prepared by the managing board and its acceptance as it is or with modification;

Authorizing the managing board for buying the necessary immovables for the association or selling the current immovables;

Examination of the regulations to be prepared by the managing board in connection with the studies of the association and approval of the same as they are or with modification;

Determination of the remuneration and any and all allocations, allowances and compensations payable to the chairmans and members of the managing board and auditing committee of the association who are not public official, as well as determining the amounts of daily fee and allowance payable to the members to be appointed regarding the services of the association;

Passing resolution on participation of the association in a federation or its resignation therefrom and authorizing the managing board in this respect;

Conduction of international activities by the association and its participation in, or resignation from, the associations and organizations abroad;

Establishment of a foundation by the association;

Dissolution of the association;

Examining, and passing resolution on, the other proposals of the managing board;

Performing the other duties which are required to be performed by the general assembly as specified in the regulation.

The general assembly supervises the other bodies of the association and it may at any time dismiss them based on justful reasons.

The general assembly passes the final resolution regarding acceptance for, and removal from, membership. As the highest body of the association, the general assembly performs the duties and exercises the powers not given to the other bodies of the association.

Establishment, Duties and Powers of the Managing Board

Article 10- The managing board consisting of five permanent and five alternate members is elected by the general assembly. 
At its first convention following the election, the managing board distributing its duties elects a chairman, vice-chairman, accountant, secretary and the member. 

The managing board may, at any time, be called for convention, provided that all members 
are informed. The managing board convenes with absolute majority of all members. Resolutions are passed with absolute majority of the members who are present at the meeting. 

In the case where a vacancy occurs in the permanent membership of the managing board due to resignation or for any other reason, the alternate members should be called for performing duty depending on the number of votes obtained at the general assembly.

Duties and Powers of the Managing Board

The managing board performs the following duties:

To represent the association or delegate one or more members for this purpose;

To carry out the transactions regarding the income – expense accounts and to prepare and submit to the general assembly the budget for the following fiscal year;

To prepare the regulations regarding the studies of the association and submit the same for approval of the general assembly;

Based on the authorization given by the general assembly, to buy immovables, to sell the movables and immovables pertaining to the association, to have buildings and facilities constructed, to enter into contracts of lease and to have mortgages or real rights imposed in favor of the association;

To ensure that a representation-office is officed in any place which is deemed necessary;

To apply the resolutions passed by the general assembly;

At the end of each operating period, to prepare a report including the operating account table or the balance-sheet and income statement and the studies conducted by the managing board and submit the same to the general assembly at its first convention;

To ensure that the budget is approved;

To decide for acceptance to, and removal from, the association;

To take any and all decisions and apply the same for realizing the aim of the association;

To perform the other duties and exercise the powers as given by the regulation.

Establishment, Duties and Powers of the Auditing Committee

Article 11- The auditing committee consisting of three permanent and three alternate members is elected by the general assembly.
In the case where a vacancy occurs in the permanent membership of the auditing committee due to resignation or for any other reason, the alternate members should be called for performing duty depending on the number of votes obtained at the general assembly.

Duties and Powers of the Auditing Committee

The auditing committee supervises in intervals not exceeding one year and in accordance with the principles and procedure as specified in the constitution of the association whether the association acts for the realization of the aim specified in its constitution and the studies are conducted as specified therein, whether the books, accounts and records are kept in compliance with the regulation and the constitution of the association and submits the results of this supervision in the form of a report to the managing board and the general assembly at its first convention.

The auditing committee calls the general assembly for convention, if need be.

Association’s Sources of Income

Article 12- Association’s sources of income are enumerated hereinbelow:
Membership Fee: 200 TL as entry fee and 25 TL per month as subscription fee will be received from the members. The general assembly is authorized to increase or decrease these amounts;

The donations and grants given voluntarily by the real and legal persons;

Revenues obtained from the activities such as dinner party, tour and entertainment, concert, sports competition and conference organized by the association;

Revenues obtained from assets of the association;

Donations and grants to be collected in accordance with the provisions of the regulation concerning collection of aid;
Earnings obtained from the commercial activities conducted by the association for the purpose of obtaining the income required for realizing its aim;

Other incomes.

Association’s Book-Keeping Principles and Procedures and Books to be Kept*

Article 13- Book-Keeping Principles:
In the association, books are kept on operating account basis. If, however, the annual gross income for the year 2009 exceeds 00000 TL, the books are kept on balance-sheet basis as of the following accounting period.

In the case where the balance-sheet basis is applied, if the above mentioned amount cannot be obtained during consecutive two accounting periods, then it may be returned to the balance-sheet basis as of the following year.

Books may be kept on balance-sheet basis upon resolution of the managing board irrespective of the above mentioned amount.

In the case where a commercial enterprise of the association is opened, an additional book is kept according to the provisions of the Tax Procedural Law.

Recording Procedure

The books and records of the association are kept in accordance with the procedure and principles as specified in the Regulation on Associations.

Books to be Kept

The following books are kept in the association.

The books to be kept on operating account basis and the principles to be complied with are as follows:

Decision Book: Resolutions of the managing board are written in this book in sequence of date and number and such resolutions are signed by the members who are present.

Member Recording Book: Identifying information regarding the members of the association and the dates of entry into and exit from the association are written in this book. The entry fee and annual subscription fees paid by the members may also be written in this book.

Document Recording Book: The coming and going documents are recorded in this book in sequence of date and number. Originals of the coming documents and photocopies of the going documents are filed. Documents going and coming through e-mail are stored after their printouts are taken.

Furniture-Fixtures Book: The date on which the furniture-fixtures are acquired, the usage manner thereof or the places where they are located and those the life cycle of which has expired are written in this book.

Operating Account Book: Incomes received and expenses incurred in the name of the association are clearly and regularly written in this book.

Receipt Recording Book: Serial and sequence numbers of the receipts, names, surnames and signatures of the persons receiving and returning such certificates and the dates on which such certificates are received and returned are written in this book.

The books to be kept on operating account basis and the principles to be complied with are as follows:

The books specified in paragraph (a), sub-paragraphs 1, 2, 3 and 6 are also kept if they are kept on balance-sheet basis.

Daybook, Ledger and Inventory Book: These books are kept and recorded in accordance with the Tax Procedural Law and the principles of the General Communiqués on Accounting System Application published by the Ministry of Finance based on this law.

Certification of the Books

Before using the books which should be kept by the association, they are caused to be certified by the provincial directorate of associations and a notary public. These books are used until their pages are completed and no interim certification is made. However, the books kept on balance-sheet basis and the books having form or continuous form pages should be caused to be certified again every year in the last month prior to the year during which they are to be used.

Preparation of Income Statement and Balance-Sheet

In the case where the records are kept on operating account basis, an “Operating Account Statement” (specified in Annex-16 to the Regulation on Associations) is prepared at the end of each year (December 31). A balance-sheet and income statement will be drawn-up based on the General 
Communiqués on Accounting System Application published by the Ministry of Finance.

Income and Expense Transactions of the Association*

Article 14- Income and Expense Documents:
Revenues of the association are collected with a “Certificate of Receipt” (the sample of which is included in Annex-17 to the Regulation on Associations). In the case where the revenues of the association are collected via a bank, the documents such as a bank statement or account abstract are in the nature of a certificate of receipt.

Expenses of the association are incurred with expense documents such as invoice, retail 
sales slip and self-employment receipt. However, a note of expenses is issued pursuant to the provisions of the Tax Procedural Law for such payments of the association which are not included within the scope of article 94 of the Tax Procedural Law and an “Expense Voucher” (the sample of which is included in Annex-13 to the Regulation on Associations) is issued for the payments not included within this scope.

The gratis goods and service deliveries to be made by the association to the persons, institutions or organizations are made with “Aid in Kind Delivery Certificate” (the sample of which is included in Annex-14 to the Regulation on Associations). The gratis goods and service deliveries to be made by the persons, institutions or organizations to the associations are made with “Donation in Kind Certificate of Receipt” (the sample of which is included in Annex-15 to the Regulation on Associations).

Certificates of Receipt

The certificates of receipt to be used for collection of the revenues of the association are caused to be printed (in such form and size as specified in Annex-17 to the Regulation on Associations) in a printing house upon resolution of the managing board.

The relevant provisions of the Regulation on Associations are complied with in the issues such as the printing and control of the certificates of receipt, taking delivery of the same from the printing house, including the records thereof in the book, handover between the previous and new accountants, the use of the certificates of receipt by the person or persons who will make collection with the certificate of receipt in the name of the association and the delivery of the revenues so collected.

Authorization Certificate

The person or persons who will collect revenues in the name of the association are determined by resolution of the managing board also specifying the duration of the authorization. The “Authorization Certificate” (the sample of which is included in Annex-19 to the Regulation on Associations) including the clear identity, signature and photograph of the persons who will collect the revenues is drawn-up in three copies by the association and it is approved by the chairman of the managing board of the association. One copy each of the authorization certificates is delivered to the unit of associations. The changes in the authorization certificate are informed by the chairman of the managing board of the association to the unit of associations.

The persons who will collect revenue in the name of the association may start to collect revenue only after one copy of the authorization certificate drawn-up in their own name is delivered to the unit of associations. 

The relevant provisions of the Regulation on Associations are complied with in the issues such as the use, renewal and return of the authorization certificate.

Storage Period of Income and Expense Certificates

The certificates of receipt, expense certificates and the other documents, except the books, used by the association are kept for a period of 5 years in compliance with the number and date order as they are recorded in the relevant books, provided that the durations as specified in the special laws are reserved.

Issuing Written Statement*

Article 15- The “Statement of Association” (as specified in Annex-21 to the Regulation on Associations) issued as of year-end regarding the activities and income-expense transactions of the association in the previous year is completed by the chairman of the managing board of the association and delivered by the chairman of the managing board of the association to the local civil administration head within the first four months of each calendar year.

Obligation of Giving Notification

Article 16- Notifications to be made to the civil administration.

Notification Regarding Result of the General Assembly

The “Notification Regarding Result of the General Assembly” (as specified in Annex-3 to the Regulation on Associations) including the permanent and alternate members elected to the managing board and auditing committee and the other bodies is informed by the managing board of the association to the local civil administration within thirty days following the ordinary and extraordinary general assembly meetings.

The followings are enclosed with the notification regarding result of the general assembly:
Copy of the minutes of the general assembly meeting signed by the president of the presidential board, vice-presidents and accountant;
In case of a change in the constitution, copy of the previous and amended articles of the constitution and the final wording of the constitution of the association with each page signed by the managing board.

Notification of Immovables

The immovables acquired by the association are informed to the Civil Administration Department by completing an “Immovable Asset Statement” (as specified in Annex-26 to the Regulation on Associations) within thirty days as of the date on which the immovables are registered with the land registry.

Statement for Receiving Aid from Abroad

In the case where an aid is to be obtained from abroad, a “Statement for Receiving Aid from Abroad” (as specified in Annex-4 to the Regulation on Associations) is completed in two copies and notified to the Civil Administration Department before receiving such an aid.

Copies of the board resolution regarding receipt of aid from abroad, the protocol, if any, drawn-up in this respect, the contract and similar documents and the bank statement, abstract and similar documents regarding the account to which the aid is transferred are enclosed with this statement.

The obligation of giving notification should be fulfilled prior to the receipt of the aid in cash through a bank and the use thereof.

Notification Regarding the Projects Conducted Jointly With Public Institutions and Organizations

The protocol and a copy of the project regarding the projects which the association carries out jointly with the public institutions and organizations in the issues falling within its field of activity are enclosed with the “Project Statement” (as specified in Annex-23 to the Regulation on Associations) and delivered to the governorship of the locality where the headquarters of the association is situated within one month following the date of the protocol.

Notification of Changes

The change in the locality of the association is informed with a “Changed Locality Notification” (as specified in Annex-24 to the Regulation on Associations) and the changes in the bodies of the association except the general assembly meeting are informed with the “Notification Regarding Changes in Bodies of the Association” (as specified in Annex-25 to the Regulation on Associations) are informed to the civil administration department within thirty days following the date of the change.

Amendments made in the constitution of the association are informed as enclosed with the notification regarding result of the general assembly to the civil administration department within thirty days as of the date on which the general assembly where the amendment is made is held.

Internal Audit of the Association

Article 17- Although internal audits are made by the general assembly, managing board and auditing committee in the association, an auditing may also cause to be made by independent auditing firms. Execution of an audit by the general assembly, managing board or an independent auditing firm does not remove the obligation of the auditing committee.

An audit is realized by the auditing committee at least once a year. The general assembly or managing board may carry out an audit if need be or cause the same to be carried out by an independent auditing firm.

Borrowing Procedures of the Association

Article 18- The association may go into debt upon resolution of the managing board if it is needed for realizing its aim and conducting its activities. Such a borrowing may be in the form of purchase of goods and service on credit and it may also be realized in cash. However, such a borrowing may not exceed the amounts which cannot be met with the association’s sources of income and it cannot be in the nature of reducing the payment power of the association.

Method of Making Amendment in the Constitution

Article 19- Amendment in the constitution may be made upon resolution of the managing board.

For making amendment in the constitution at the general assembly, two third (2/3) majority of the members who are entitled to participate in the general assembly is required. In the case where the meeting is postponed since the majority is not ensured, the majority is not sought in the second meeting. However, the number of members participating in this meeting cannot be less than two times of the number of the members of the managing board and auditing committee.

The majority for passing resolution for making amendment in the constitution is two third (2/3) of the members who are entitled to participate in the general assembly and to cast vote thereat. Voting regarding amendment in the constitution at the general assembly is made through open ballot.

Dissolution of the Association and Method for Liquidation of Assets

Article 20- For discussing the issue of dissolution at the general assembly, two third (2/3) majority of the members who are entitled to participate in the general assembly is required. In the case where the meeting is postponed since the majority is not ensured, the majority is not sought in the second meeting. However, the number of members participating in this meeting cannot be less than two times of the number of the members of the managing board and auditing committee.

The majority for passing resolution for dissolution is two third (2/3) of the members who are entitled to participate in the general assembly and to cast vote thereat. Voting regarding dissolution at the general assembly is made through open ballot.

Transactions Regarding Dissolution

When a decision is taken for dissolution at the general assembly, the liquidation of the monies, assets and rights of the association is realized by a liquidation committee consisting of the members of the managing board. These transactions are started as of the date on which the general assembly passes a resolution for dissolution or the case of dissolution is automatically finalized. During the period of dissolution, the phrase “In Liquidation” is used at the beginning of the name of the association in all transactions.

The liquidation committee is obliged and entitled to complete the transactions for the liquidation of the monies, assets and rights of the association from the beginning up to the end in accordance with the regulation. This committee firstly examines the accounts of the association. During the examination, the books, certificates of receipt, expense documents, land registry and bank records and other documents pertaining to the association are determined and the obligations of the associations are written to minutes. During the transactions regarding liquidation, an invitation is made to the creditors of the association and the assets of the association, if any, are converted into cash money and paid to the creditors. In the case where the association is a creditor, the receivables are collected. Any and all monies, assets and rights remaining after the receivables are collected and the debts are paid are transferred to a place to be determined at the general assembly. If the place of transfer is not determined at the general assembly, they are transferred to an association located in the same province as the association, having the closest aim to the aim of the association and having the largest number of members.

Any and all transactions regarding liquidation are indicated in the liquidation protocol and the transactions regarding liquidation are completed within three months except the additional periods granted based on justful reason by the civil administration departments.
Following completion of the transactions regarding the liquidation and transfer of the monies, assets and rights of the association, the liquidation committee should inform the fact in writing to the civil administration of the locality where the headquarters of the association is located within seven days and the liquidation protocol should be enclosed with this letter.

Members of the last managing board are obliged to keep the books and documents of the association with the capacity of liquidation committee. This duty may also be delegated to a board member. The storage period of these books and documents is five years.

Lack of Provision

Article 21- In matters not specified in this constitution, the Law on Associations, Turkish Civil Code and the Regulation on Associations issued based on these laws and the provisions of the other regulation concerning associations will apply.

Provisional Article 1- The temporary board members who will represent the association and conduct the business and transactions regarding the associations until constitution of the bodies of the association have been elected at the first general assembly meeting.

The Temporary Board Members are as follows: