Bylaw

Name and Center of the Association

Article 1– Name of the Association is ‘African Human Association’.

The association is based in Istanbul. It will not open any branch.

The Objective of the Association and Subjects and Methods of Works That Will Be Carried out by the Association to Achieve Such Objective and Association’s Field of Operation

Article 2– The Association is a humanitarian aid association and works for the purpose of meeting needs such as any basic need (clothing – basic food etc.), medical equipment, accommodation, heating and cleaning materials of people, who are in need due to reasons such as war, natural disaster, invasion, state terror and hunger irrespective of religion, language, race and ethnicity.

The Association attends to all humanitarian issues in the world and works in collaboration with all of the relevant parties to solve problems. It keeps abreast of national and international news closely, makes endeavor to help those who are aggrieved and injured and contributes to forming pressure groups by bringing it forward in press.

It will carry out the following activities for the purpose of ensuring that non-governmental organizations’ activities are increased and improved and supporting persons and institutions which execute projects in this regard:

1-Carrying out activities for the welfare of humanity in Turkey and in the world in different fields of the world,

2-Attaching importance to and advocating human rights,

3- Conducting scientific studies in order to achieve association’s objectives in national and international arena,

4- Standing against the oppression and taking actions to raise awareness.

Subjects and Methods of Works That Will Be Carried out by the Association     

• Conducting investigations to increase and improve activities,

2-Organizing trainings such as courses, seminars, conferences and panels,

3-Providing any information, document, paper and publications in order to achieve objectives; creating a documentation center and issuing publications such as newspaper, journals, books and bulletins to announce its activities,

4-Creating a healthy work environment to achieve the purpose and providing any technical tool, equipment and stationary,

5-Organizing charity activities and accepting national and international donations on condition that permissions are taken as required,

6-Founding and operating financial, commercial and industrial enterprises to provide revenue as required for achieving the objective that is stated in the bylaw,

7-Establishing and furnishing clubhouse, social and cultural facilities where members can spend and enjoy their time,

8- Organizing dinner meetings, concerts, balls, plays, exhibitions, sports games, trips and fun entertaining activities etc. in order to develop and maintain relationships between members or enabling its members to enjoy such activities,

9- Purchasing, selling, renting out, leasing moveable and immoveable property for the purposes of association and establishing real rights on immoveables,

10-Establishing national and international foundations domestically and overseas, establishing federation or participating in a federation that had already been founded, establishing facilities which can be founded by associations by taking permissions as required for achieving its objectives,

11-Being engaged in international activities, being a member of international associations or establishments overseas and conducting common works or cooperating with such establishments,

12-Executing shared projects with regard to relevant issues in collaboration with public institutions and establishments on condition that provisions of Law on Relationships of Associations and Foundations with Institutions and Establishments numbered 5072 are reserved if it is required for achieving its objective,

13-Creating a box to meet indispensable needs of association’s members such as food and clothing and meet their short-term credit needs with other goods and services,

14-Opening agents where required,

15-Creating platforms in order to achieve a common objective with other associations or foundations, unions and similar non-governmental organizations in areas that are related to the objective of the association and in areas that are not forbidden by law,

16-Opening soup kitchen, school and, where permitted by relevant legislation, healthcare facility, where required.

         Field of Operation of the Association

The Association operates domestically and abroad in fields of humanitarian aid, women-children, human rights, helping each other and solidarity.

Right of Membership and Membership Procedures

Article 3– Any real and legal person who has capacity to act, adopt the objectives and principles of the association and agree to work accordingly and who meet all of the conditions stipulated by Legislation. However; any foreign real person must have residence permit to live in Turkey to be able to a member. Such condition is not sought for honorary membership.

Membership application which will be filed for association presidency in written format is finalized by the association’s executive board within thirty days at most with affirmative or negative response and the result is notified to the applicant in written format. The member who is given a response in the affirmative is recorded in the book for such purpose.

The original members of the association are the persons who are accepted by the executive board for membership upon their applications besides the founders of the association.

Those persons who have provided significant support to the association both morally and materially can be accepted as honorary member.

Cancellation of Membership

Article 4– Each member has the right to cancel their membership with the association on condition that they notify it in person.

When the executive board receives the letter of membership cancellation of the member, the cancellation procedures are completed upon decision of the executive board which assembles regarding the cancellation of membership. Cancellation of membership does not imply cancellation of debts.

         Removal from Membership

Article 5– The conditions which require removal from membership with the association.

1-Violating bylaw of the association,

2-Constantly refusing to the perform the duties that are given,

3-Failure to pay membership fee within six months despite the written warnings,

4-Failure to abide by the decisions given by association’s bodies,

5-Losing the capacity to meet conditions of membership,

If any one of the above-mentioned conditions is detected, such member is removed from the membership upon decision of the executive board.

Those person or persons who are removed from membership are deleted from the member registration book and cannot claim any right as to association’s assets.

Association’s Bodies

Article 6-The bodies of the association are as follows:

1-General Assembly,

2-Executive Board,

3-Auditing Board,

         Foundation Procedure, Meeting Time and Invitation Procedure and Meeting of the Association’s General Assembly 

Article 7– General assembly is the most competent body of the association and comprises the members who are registered with the association. General Assembly

1-meets ordinarily in the time that is indicated in this bylaw,

2-meets extraordinarily as deemed necessary by executive or auditing board or upon written request of one fifth of the association’s members. If the Executive Board does not invite general assembly to the meeting, justice of the peace assigns three members to invite the general assembly to the meeting upon application of one of the members.

Ordinary general assembly meets every three months within the month of December in the place and at the time that is designated by the Executive Board.

Invitation Procedure

Executive Board arranges the list of the members who have the right to attend the general assembly in line with the association’s bylaw. Those members who have the right to attend the general assembly are invited to the meeting fifteen days before such meeting by announcing the day, time, place and agenda of the meeting on at least one newspaper or association’s internet page; notifying them in written format, sending message to the e-mail address or contact number of the member or by using the local tools of broadcasting. If quorum cannot be constituted through such invitation, it is indicated on which day, at what time and in which place the second meeting will be held. The time between the first and second meeting cannot be less than seven days and more than sixty days.

If the meeting is postponed for any reason other than the failure to constitute the quorum, such situation is notified to the members in line with the invitation procedure that is applied for the first meeting on condition that the reasons for such postpone are notified. The second meeting has to be held within six months starting from the date of postpone at the latest. Members are invited to the second meeting in line with the principles that are indicated in the first paragraph.

General assembly meeting cannot be postponed for more than once.

Meeting Procedure

General Assembly meets  by absolute majority of the members who have the right to attend and, in case of any change in the bylaw and termination of the association, by two third of the members; if the meeting is postpone due to failure to constitute the quorum, quorum is not sought for the second meeting. However; the number of members who attend such meeting cannot be less than twice the complete number of members of the executive and auditing boards.

The list of the members who have the right to attend the general assembly is made available in the meeting hall. The identification cards of the members who will be present in the meeting hall as granted by official bodies are checked by the members of the executive board or people who will be assigned by the executive board. Members sign the section across their names in the list that is drawn up by the executive board and enter the meeting hall.

If the meeting quorum is constituted, it is taken under record with a minute and the meeting is opened by the chairman of the executive board or by one of the executive board members who will be assigned by the chairman of the executive board. If the meeting quorum cannot be constituted, a minute is drawn up by the executive board.

After the opening, a council committee is created after a president is chosen to chair the meeting, a deputy president and a clerk.

In case of elections that are conducted to elect association’s bodies, members who vote are required to show their identification cards to the council committee and sign the section across their names on the list of attendants.

Council president is responsible for ensuring management and safety of the meeting.

Only the items on the agenda are discussed in the general assembly. However; it is mandatory that the topics which are requested to be discussed in written format by one tenth of the members who are present in the meeting are included in the agenda.

Each member has one voting power in the general assembly and any member has to vote personally. Honorary members can attend general assembly meetings but cannot vote. If a legal person becomes a member, chairman of the executive board of the legal person or the person whom he will assign as his/her deputy votes.

The topics that are discussed in the meeting and the decisions made are written in a minute and signed together by the council’s president and clerks. As a result of the meeting, minutes and other documents are submitted to the chairman of the executive board. Chairman of the executive board is responsible for protecting such documents and submitting them to the newly elected executive board within seven days.

Voting and Decision-Making Procedure and Methods of the General Assembly

Article 8– Open ballot is conducted unless otherwise decided in the general assembly. In the open ballot, the method that is designated by the general assembly president is applied.

If a secret ballot is conducted, papers or voting tickets which have been sealed by the meeting president are placed inside an empty box after voting and votes are counted openly after all the members vote and result is announced.

General assembly decisions are taken by absolute majority of the members who attend the meeting; however, decisions regarding change in bylaw and termination of the association can be taken only by two third of the members who attend the meeting.

Decisions Taken without meeting or invitation

Decisions taken by written attendance of all members without physically assembling and the decisions that are taken by all members of the association without abiding by the written invitation procedure that is stated in this bylaw are enforceable.

Such decision-making does not substitute for ordinary meeting.

Duties and Responsibilities of the General Assembly

Article 9- The topics that are written below are discussed and settled by the general assembly.

1-Selecting association’s bodies,

2-Amending association’s bylaw,

3-Discussing reports of executive and auditing boards and acquittal of the executive board,

4-Discussing the budget planned by the executive board and accepting it with or without changing,

5-Authorizing executive board to purchase immoveable properties or selling current immoveable properties, as required for the association,

6-Examining legislations that will be prepared by the executive board with regard to association’s works and approving them with or without approving,

7-Identification of any fee that will be paid to presidents and members of the association’s executive and auditing boards unless they are public officials and any allowance, travelling allowance and compensations and daily and travelling allowances which are paid to members who will be assigned for association’s services,

8-Making a decision as to association’s participation in and leaving the federation,

9-Association’s involvement in international activities, registration with or leaving from overseas associations and establishments,

10-Establishment of a foundation by the association,

11-Termination of the association,

12-Examining and settling other suggestions of the executive board,

13-Fulfillment of other duties that are stated that must be performed by the legislation,

General assembly audits other bodies of the association and may remove them from post for rightful reasons.

General assembly makes the final decision as to accepting for or removing from membership. It fulfills the jobs which have not been delegated to another body of the association and exerts its powers as the most competent body of the association.

Organization, Duties and Powers of the Executive Board

         Article 10-Executive Board is elected by the general assembly and comprises five original members and five substitute members.

The Executive Board determines the chairman, vice chairman, secretary, clerk and member by distributing the duties upon a decision in its first meeting after the election.

In case of any vacancy in original membership of the executive board due to resignation or any other reason, it is mandatory that substitute members are called for duty in order of the majority if the votes in the general assembly.

Duties and Responsibilities of the Executives

Executive Board performs the following duties:

1-Representing the association and granting authorization to one or couple of their members in this regard,

2-Performing transactions regarding revenue and expense calculations; preparing budget for the following period and submitting it to the general assembly,

3-Preparing the legislations regarding association’s works and submitting them to the general assembly for approval,

4-Purchasing immoveable property, selling moveable and immoveable properties of the association, getting a building or facility constructed, entering into a rental contract, establishing pledge or real rights in favor of the association upon the authority granted by the general assembly,

5-Ensuring that an agent is opened where required,

6-Implementing the decisions taken in the general assembly,

7-Drawing up the report which states the association’s management accounting table or balance sheet and table of income and executive board’s activities at the end of each activity year and submitting to the general assembly when they meet,

8- Ensuring that the budget is implemented,

9- Making decisions as to the conditions for accepting members into or removing members from the association,

10- Making and implementing any decision in order to achieve the association’s objective,

11- Fulfilling other duties and exerting the powers that are granted by legislation.

         Organization, Duties and Powers of the Auditing Board

         Article 11- Auditing board is elected by the general assembly as three original and three substitute members.

In case of any vacancy in original membership of the auditing board due to resignation or any other reason, it is mandatory that substitute members are called for duty in order of the majority if the votes in the general assembly.

         Duties and Powers of the Auditing Board

Auditing board audits whether the association operates in line with objective stated in the bylaw or the topics that are indicated to be carried out in order to achieve such objective and whether books, accounts and records are kept in line with the legislation and the association’s bylaw at intervals which are not longer than a year and in line with the procedures and principles that are stated in the association’s bylaw and reports the audit’s results to the executive board and the general assembly when they meet.

Auditing board may ask the general assembly to be called for meeting as required.

         Association’s Sources of Income

Article 12-The Association’s sources of income are as follows:

1-Membership Fee: The fee that will be charged to the members is determined upon decision of the executive board. Executive boards decides at its own discretion whether to increase or reduce amount of such fees.

• The donations and contributions made by real and legal persons to the association

voluntarily.

3-Revenues gained from activities organized by the association such as tea parties and dinner meetings, trips and entertainments, demonstrations, concerts, sports competitions and conferences,

4-Revenues gained from asset of the association,

5-Donations and contributions which are collected in line with the provisions of the legislation regarding charity collection,

6-Revenues gained from commercial activities in which the association engages to earn the revenue required to achieve the association’s objective,

7-Other revenues.

         The Association’s Bookkeeping Procedures and Principles and the Books that will be Kept

Article 13-Bookkeeping principles;

Book is kept in line with operating account principle in the association. However; if the annual gross revenue is more than the limit that is stated in Article 31 of the Associations Legislation, book is kept in line with the balance sheet principle starting from the following accounting period.

If it is less than the above-mentioned limit in two accounting periods consecutively in case of balance sheet principle, they can return to the operating account principle starting from the following year.

Book can be kept in line with balance sheet principle upon decision of the executive board irrespective of the above-mentioned limit.

If the association establishes a commercial enterprise, a separate book is kept in line with provisions of the Tax Procedure Law for such commercial enterprise.

Registration Procedure

The Association’s books and records are kept in line with the procedures and principles that are set out in the Associations Legislation.

Books that will be kept

The below-mentioned books are kept in the association:

1. The following books are kept and the following principles are implemented in line with the operating account principle:

1-Resolution Book: The executive board’s resolutions are written in this book in order of date and serial number and such resolutions are signed by members who attend six meetings.

2-Member Registration Book: The identification card information, association membership starting and ending dates of members of the association are recorded in such book. The membership registration and annual membership fees can be written in this book.

3-Document Record Book: Incoming and outgoing documents are recorded in this book in order of date and serial number. The original incoming documents and copies of outgoing documents are filed. Incoming or outgoing documents which are received or sent by electronic mail are printed out and then kept.

4-Operating Account Book: The revenues collected and expenses incurred in the name of the association are recorded in this book openly and regularly.

5-Receipt Record Book: Serial and batch numbers of receipts; the full names and signatures of those persons who receive and return such receipts and the dates when they receive and return such receipts are recorded in this book.

6-Inventory Book: The date and procedure of how inventories of the association have been obtained or the places where they are sent or the removal of those which expires are recorded in this book.

It is not compulsory to keep Receipt Book and Inventory Book.

b)The following books will be kept and the following principles will be applied in line with balance sheet principle:

1-The books that are recorded in sub-clauses 1, 2 and 3 of the clause (a) are kept when book is kept in line with balance sheet principle.

2-Daily Wage Book and General Ledger: These books and records are kept in line with the Tax Procedure Law and the principles of Accounting System Implementation General Notices that are issued based on the authority granted by such law.

Certification of Books

The books that have to be kept in the association (except for the General Ledger) are certified by provincial directorate of associations or notary. Such books are used until their pages end and books are not certified in the middle. However; it is mandatory to certify again every year within the last month before the year when the Daily Wage Book that is kept in line with balance sheet principle.

Arrangement of Statement of Income and Balance Sheet

In case of bookkeeping in line with operating account principle, ‘Operating Account Table’ is drawn up in year-ends (31 December) (as indicated in Associations Legislation APPENDIX-16). In case of bookkeeping in line with balance sheet principle, balance sheet and statement of income is drawn up based on Accounting System Implementation General Notices issued by the Ministry of Finance in year-ends (31 December).

Association’s Income and Expense Transactions

Article 14-Income and expense documents;

Company’s incomes (an example of which is stated in Associations Legislation APPENDIX-17) are collected through a ‘Receipt’. If association’s incomes are collected through banks, documents such as extract of account or statement of account are considered as receipt.

Association’s expenses are incurred through documents of expenditure such as invoice, retail sales receipt, self-employment receipt. However; for payments of the association that are within the scope of Article 94 of Income Tax Law, note of expenses is used as document of expenditure in line with provisions of Tax Procedure Law and for payments which are not within such scope (an example of which is available in Associations Legislation APPENDIX-13), documents such as ‘expense voucher’ or ‘extract of bank’ are used as expenditure document.

For free-of-charge good and services which will be provided by the association to people, institutions and establishments (an example of which is available in Associations Legislation APPENDIX-14), ‘In-Kind Aid Delivery Document’ is used. For free-of-charge good and services which will be provided by people, institutions and establishments to the association (an example of which is available in Associations Legislation APPENDIX-15), ‘In-Kind Aid Receipt Document’ is used.

Such documents are printed in form and size that are indicated on Appendix-13, Appendix-14 and Appendix-15 and in shape of form or constant form which will be printed through electronic systems and printing machines or volumes which comprises fifty original and fifty self-carboniferous stem leaves that bear consecutive serial and batch numbers. The documents which will be printed out in shape of form or constant form must be of the designated qualities.

Receipts

‘Receipts’ that will be used to collect the association’s revenues (in the form and size that is indicated on Associations Legislation APPENDIX-17) are printed out by printing house upon decision of the executive board.

Topics that are related to the printing and control of receipts, their receipt from the printing house, record in the book, hand-over between old and new clerks and delivery of incomes collected and utilization of receipts by person or persons who will collect the revenues in the name of the association are regulated in line with the relevant provisions of the Associations Legislation.

Certificate of Authority

Except for the original members of the executive board, the person or persons who will collect money in the name of the association are determined upon executive board’s decision on condition that their term of office is indicated. The ‘Certificate of Authority’ (which is included in Associations Legislation Appendix-19) which contains the full identity, signature and pictures of the persons who will collect revenue is drawn up in two copies and approved by the association’s executive board chairman. Original members of the executive board can collect revenue without certificate of authority.

The term of the certificates of authority is determined by the executive board as one year at most. The certificates of authority which expire are renewed in line with the first paragraph. If the certificate of authority expires or the person in the name of whom a certificate of authority is issued quits work, passes away, is discharged from work or their position, such certificates of authority that were previously granted have to be returned to the executive board within a week. Moreover; the authority to collect revenue can be cancelled any time upon executive board’s decision.

Term of Keeping Income and Expense Documents;

Except for the books; receipts, expenditure documents and other documents which are used by the association are kept for a term of 5 years in line with the arrangement of number and date in the books where they were recorded on condition that the terms indicated in special laws are reserved.

Submitting a Declaration

Article 15-‘Association Declaration’ (that is available in Associations Legislation APPENDIX-21) regarding year-end results of income and expense transactions of the association regarding the previous year’s activities is filled out and submitted to the local authority of the place by the association’s president within the first four months of each calendar year.

Obligation of Notification

Article 16-Notifications which will be sent to the local authority;

General Assembly Result Notification

General Assembly Result notification (that is indicated on Associations Legislation Appendix-3) that contains original and substitute members who are elected for executive and auditing boards and other bodies to the local authority within thirty days following ordinary or extraordinary general assembly meetings. In case of any change in bylaw in a general assembly meeting; general assembly meeting minute, new and old form of articles of the bylaw that changed, the latest form of the association’s bylaw each page of which is signed by absolute majority of the members of the executive board is given to the local authority within the term that is indicated on this paragraph and as attached to a letter.

Notification of Immoveable Properties

The immoveable properties owned by the association are notified to the local authority by filling out the ‘Immoveable Property Notification’ (as indicated on Associations Legislation APPENDIX-26) within thirty days following their registration with the land registry office.

Notification of Getting Help from Abroad

If the association will get help from abroad, the ‘Notification of Getting Help from Abroad’ (as indicated on Associations Legislation APPENDIX-4) is filled out and sent to the local authority.

It is mandatory that helps that are in cash are received through banks and that the condition of notification is met before they are used.

Notification of Changes

In case of any change that occurs in the association’s headquarters (as indicated on Associations Legislation APPENDIX-24), ‘Headquarters Change Notification’ and in case of any change in association’s bodies other than the general assembly meeting, ‘Notification of Change in Association’s Bodies’ (as indicated on Associations Legislation APPENDIX-25) are filled out and submitted to the local authority within thirty days following such change.

Any change in association’s bylaw is notified to the local authority as attached to the general assembly result notification within thirty days following the general assembly where the bylaw change was made.

Opening an Agent

Article 17-Association can open agent upon decision of the executive board in order to carry out the activities of the association where required. The address of the agent shall be notified by the person or persons who will be assigned as the representative in line with the executive board’s decision in written to the local authority of such headquarters. Agent cannot be represented in the association’s general assembly.

Association’s Internal Auditing

Article 18-General assembly, executive board or auditing board can conduct internal auditing in the association while such audit can be outsourced and conducted by independent auditing establishments. Any auditing conducted by general assembly, executive board or independent auditing establishment does not abolish the responsibility of the auditing board.

The association is audited by the auditing board at least once a year. General assembly or executive board may audit as required or have independent auditing establishments audit.

Association’s Debt Procedures          

Article 19-The Association may incur debts upon decision of the executive board if it is deemed required to achieve its objective and carry out its activities. Such debt can be incurred through purchasing good or service by loan or in cash. However; such debt cannot be in an amount that cannot be met by association’s sources of income and in a way that might cause association to have difficulty in repayment.

How the Bylaw will be Changed

Article 20-Bylaw can be changed upon decision of the general assembly.

For any change to be able to be made in the general assembly, quorum of 2/3 of members who have the right to attend general assembly is sought. If the meeting is postponed due to failure to constitute the quorum, quorum is not sought for the second meeting. However; the number of members who attend such meeting cannot be less than twice the complete number of executive and auditing board’s members.

The quorum required for change in bylaw is 2/3 of the votes of the members who attend meeting and have the right to vote. The change of bylaw is subject to open ballot in the general assembly.

Termination of the Association and Procedure of Liquidation of Assets

         Article 21-General may decide to terminate the association any time.

Quorum of 2/3 of members who have the right to attend the general assembly is required to discuss termination in the general assembly. If the meeting is postponed due to failure to constitute the quorum, quorum is not sought for the second meeting. However; the number of members who attend such meeting cannot be less than twice the complete number of executive and auditing board’s members.

The quorum required for taking decision of termination is 2/3 of the votes of the members who attend meeting and have the right to vote. The termination decision is subject to open ballot in the general assembly.

         Liquidation Operations

When the general assembly decides to terminate the association; the liquidation of money, assets and rights of the association is performed by the liquidation board which comprises members of the latest executive board. Such operations are initiated as of the date when general assembly decides to terminate or automatic termination is finalized. During the term of liquidation, the expression ‘African Human Association in process of Liquidation’ is used.

Liquidation board is obliged and authorized to complete liquidation operations of money, goods and rights of the association in line with the legislation from beginning to the end. Such board first examines the accounts of the association. During such examination; association’s books, receipts, expenditure documents, deed and bank records and other documents are identified and assets and liabilities are kept under minute. The receivables of the association are called during such liquidation operations and, if any, their assets are converted to money and paid to the receivables. Entire money, all goods and rights which remain after receivables are collected and debts are paid are transferred to the place that is decided in the general assembly. If the place where it will be transferred has not been decided in the general assembly, they are transferred to the association with the most similar objective and with the highest number of members on the date of termination in the city where the association is located.

All of the operations regarding the liquidation are indicated on the liquidation minute and liquidation operations are completed within three months except for the additional terms that are given based on rightful reasons by the local authorities.

It is mandatory that the situation is notified to the local authority where the association’s headquarters are located with a letter within seven days after the association’s money, goods and rights and transfer operations are completed and that liquidation minute be added to such letter.

Latest members of the executive board are responsible for keeping the books and documents of the association acting as the liquidation board. Such responsibility can be transferred to a member of the executive board as well. Such books and documents have to be kept for a term of five years.

Lack of Provision

Article 22-In case of any point that is not set out in this bylaw; the provisions of Associations Law, Turkish Civil Code and Associations Legislation that were enforced by reference to such Laws and provisions of other relevant legislations regarding associations are applicable.