Ebulula Mardin St. Yıldırım Oğuz Göker St. No:1 Carlton 17 Blok A:10 Akat Beşiktaş - İSTANBUL - TURKEY

Charter

GRAIN SUPPLIERS ASSOCIATION  STATUTE

Name and Location of the Association
Article 1– Name of Association is “Grain Suppliers Association”
The center of the association is Istanbul.
The Association may establish branches within the country and abroad.

Objectives of the Association
 and the activities are used to accomplish this goal by the Association Scope and format
Article 2– Association has been established in order to enable civil society and development activities more effective with the aim to support individuals and organizations who work in this regard

Purpose of the Association
Article 3- The purpose of the Association; adhering to the principles of freedom of thought and belief, democracy and free enterprise, in accordance with the laws of the Republic of Turkey’s constitution to:
1- utilize the potential in the grain trade in the best possible way and to seek ways to develop trade.
2- carry our studies to increase the sector’s competitiveness  and international integration and to develop projects regarding this matter
3- represent the grain sector against the public and public sector organizations in order to ensure coordination between the public and private sector
4- take initiatives for the removal of obstacles in trade,
5- announce Grain Trade-related issues and proposed solutions to the public and the relevant authorities
6- create a common working platform to create synergy by promoting solidarity among members, which will help to join forces
7- create a common code of ethics and the standard trade contracts

Activities for the realization of the purpose
On the activities and efforts to achieve its objectives, the Association makes the following
1- Decision making on issues concerning companies trading grains. To collaborate with institutions
2- Contribute to the export and import regulations on grains trade
3- Share information about cereal production both in Turkey and world markets and announce to its members about important developments in the markets.
4- Take steps to resolve disputes that arise between members, between members and 3rd parties and organizations
5- Create a norm in grain purchase and sale contracts, and perform work or study to create standard contracts and conditions in trade.
6- Become members of associations or federations established abroad for the same purpose
7- Can join to a federation to achieve the objectives of the association in Turkey, nationally, regionally and locally operating or can establish a federation with businessmen’s associations, sectoral organizations sectoral level, to adopt common principles and objectives of the industrialists, or join to a federation already founded.
8- Participate in domestic and overseas study trips, panel discussions, seminars, conferences and participate in conferences in order to enhance the professional knowledge of members.
9- By resolution of the board, the Association buys and/or manages real estate. Manages the acquisition, cancellation and release of any kind on the property, such as the right of usufruct, mortgages, lease and pre-emption rights
10- Can purchase, rent, sell, impose rights of all kinds of intellectual property rights, know-how, as well as commercial and technical benefits of franchising, immovable property, as well as construct and operate all types of moveable/ immovable property.
11- Conducts studies in order to increase the reliability of the sector and for the creation of ethical norms.
12- Utilize  the regional and sectoral potentials in the best way for the creation of economic and national policies , and to ensure the integration of the sector in order to increase food security of our people, to develop projects to accelerate local development especially for sectoral and regional integration to EU, to announce problems and solutions to public and the related authorities.

Subjects and Formats used by the Association
1- To conduct research for the development and effectiveness  of the activities,
2- To organize training activities, such as courses, seminars, conferences and panels,
3- To provide any kind of information, documents, and publications available which is necessary to achieve the purpose, to create a documentation center, and in order to raise the awareness for the works of the association to publicize newspapers, magazines, books and publications in line with the scope and to publicize and  distribute to its members informative bulletins,
4- To provide a healthy working environment and all kinds of technical tools, equipment, fixtures and stationery supplies to ensure the achievement of the purpose,
5- To raise activities on condition that the necessary permissions are obtained and to accept donations from within the country and abroad,
6- To establish and operate economic, commercial and industrial enterprises order to provide the revenue needed to achieve the objectives of the statute,
7- To open clubs and to build and refurbish, social and cultural facilities for its members to benefit and enjoy their leisure times
8- To organize dinner parties, concerts, balls, theaters, exhibitions, sports, sightseeing and fun activities, and so on in order to sustain and develop interpersonal relations among the members and to ensure that its members benefit from such activities,
9- To buy, sell, lease, rent movable and immovable property, and to set real rights on the immovable property which are needed for the activities of the Association,
10- If deemed necessary, to establish a foundation for the realization of the goal of the federation board set up or join a federation, to establish the necessary facilities which associations can be established by associations permits by getting these necessary permits. permission,
11- Engage in international activities abroad and become a member of the association or organizations to make joint efforts with these organizations on a project basis or support basis,
12- To get financial help from similar purpose associations, workers ‘and employers’ unions and professional organizations  for the purpose of the Association and to help such institutions financially,
13- If deemed necessary for the realization of the objective,  to carry out joint projects with public institutions and organizations on matters falling within their fields of duty, subject to the provisions of Law No. 5072 on the Relations of Associations and Foundations with Public Institutions and Organizations.
14- To establish a fund to meet the needs of Members of the association of food, clothing, and other goods and services, short-term loans and similar necessities,
15- Where necessary, to open branches and representative offices,
16-Prohibited by law in the areas of interest with the aim of the association, other associations or foundations, trade unions and other civil society organizations to create platforms to achieve a common goal,
17- To engage in activities needed to achieve the purpose, which is not prohibited by law.

Activity Areas of the Association
The association operates in the social field.

Membership Rights and Membership Procedures
Article 4– Persons having the capacity to act and who accept to work in the direction of the purposes and principles of the association, all natural and legal persons who are eligible by the legislation to become members of this association have the right to become a member. However, to become a member, foreign natural persons are required to have the right to settle in Turkey. This condition is not applicable to honorary membership.
The application for membership to the Association Chairmanship in writing shall be decided by the Board of Directors of the Association maximum in thirty days and the result is notified to the applicant in writing. The member whose application is accepted is registered in the book kept for this purpose.
The permanent members of the association are the founders of the association whose applications for membership have been accepted by the Board of Directors.
Those who have provided substantial support to the association financially and spiritually may be admitted as honorary members by the resolution of the Board of Directors.

When the Branches are opened, membership records kept in the Headquarter of the Association will be transferred to the association of branch(es). New membership applications will be made ​​to the branch(es). Acceptance for membership and membership cancellations shall be made by the Branch Board of Directors and the Headquarters shall be notified in writing within thirty days.

Unsubscribe
Article 5– Each member with a written notice, has the right to resign from membership.
When the member’s letter of resignation reaches out to the board letter of resignation shall be assumed. Unsubscription of membership, the member does not terminate their accumulated debts to the association.

Removal from Membership
Article 6– Situations that require Removal from Membership
1- Violation of regulations of the Association Statute,
2- Constantly to avoid the assigned tasks,
3- Not paying membership fees within six months despite written warnings,
4- Not to comply with the decisions made by the organs of the Association,
5- Having lost membership conditions.

In case of detection of one of the conditions listed above, persons may be removed from membership by the decision of the Board of Directors. This person loses his right to become a member of the Association temporary and indefinitely. A natural or legal person may appeal to the Board of Directors within 15 days of the date of the termination of membership. The decision of the Board of Directors is final. Membership will be deleted by the Board of Directors in case of non-objection of the member within the time of the objection or the refusal of the objection.

Members removed from the association will be deleted from the registry and the association can no longer claim any rights in the assets of the association.

Privileged, Member of Honored and Honorary Member
Those who are considered to be private individuals of science and business can be given honorary or honorary membership with a two-thirds majority of the members of the board of directors. Privileged, honorary or honorary members may not vote at the general assembly, meetings and negotiations.
Although Privileged, Member of Honor or Honorary Members they can attend meetings and negotiations, they may not vote at the general assembly, meetings and negotiations.

Membership Rights
No one can be forced to become a member and remain as a member of the association. Each member has the right to resign according to Article 7. Association members have equal rights. Members of the Association cannot be treated by distinctions of race, color, sex, religion, family, group and class as these distinctions cannot be presented in terms of the statutes of the association. Each member has one vote. Members must use their votes individually.

Organs of the Association
Article 7– Organs of the Association are shown as per below.

1- General Assembly,            4- Disciplinary Committee
2- Board of Directors,           5- Advisory Board
3- Supervisory Board,           6- General Secretariat

Establishment of the General Assembly of the Association, Meeting Time and Call and Meeting Procedures
Article 8– The General Assembly of the Association is the most authoritative decision-making body of the Association which consists of the delegates selected by the natural delegates of the branch and the members registered in the branch.
General Assembly convenes;
1- as ordinary in the time specified in the Charter,
2-as extraordinary if The Board of Directors or the Board of Auditors deemed necessary or upon the written request of one-fifth of the members of the association within thirty days.
The Ordinary General Assembly convenes every three years, within the month of December; the place and time to be determined by the Board of Directors.
The General Assembly will be called by the Board of Directors.
If the Board of Directors does not invite the General Assembly to a meeting; Upon the application of one of the members, the magistrate appoints three members to call a general meeting.

Call Procedure
The Board of Directors, in accordance with regulations of the association, organizes the list of the members entitled to attend the general meeting. Members entitled to attend the general meeting should be called for a meeting in writing or by e-mail notification or a newspaper announcement at least fifteen days before the date, time, place and agenda. Should the meeting cannot be done due to lack of quorum,  the date, time and place of a second meeting will be specified. The period cannot be less than seven days between the first and second meetings, not more than sixty days.
If the meeting is adjourned for any reason other than lack of quorum, stating the reasons for the postponement, the members duly notified as per the procedures of the call for the first meeting. The second meeting must be held within six months from the date of cessation. Members are called again for the second meeting in accordance with the principles specified in the first paragraph. A General Assembly may not be postponed more than once.

Meeting Procedure
The General Assembly meets with the absolute majority of the members entitled to participate in, in case of dissolution of the association rules change, then the attendance of two-thirds is required; if the meeting is postponed due to lack of majority then the majority is not sought in the second meeting. However, the number of members attending the meeting shall not be less than twice the number of management and supervisory board members.
The list of members who are entitled to attend the general meeting shall be made available at the meeting venue. The identification cards of members attending the meeting shall be controlled by board members or people appointed by the board of directors. Members of the board of directors will participate in the meeting by signing across their names on the list.
A quorum for the meeting shall be recorded and the meeting will be opened by the Board of Directors or one of the members appointed by the chairman of the meeting. In the absence of a quorum, the Board of Directors shall issue the meeting minutes.
After the opening, by selecting the chairman and a number of vice chairman enough to run the meeting and secretary of a council committee will be formed.
The Association for the units of the voting shows the identity of the Presiding Committee and the members are required to sign next to their names.
The management and security of the council meeting is the responsibility of the council chairman.
In the General Assembly, only the agenda items are discussed. However, the meeting requested in writing by one-tenth of the members present has to be included in the agenda.
Each member has one vote in the General Assembly; members must vote in person. Honorary members may attend meetings of the General Assembly but cannot vote. After the legal person becomes a member, the legal person or the person appointed by the head of the board of directors can vote.
The issues discussed and the decisions taken at the meeting shall be written in an official report and signed by the chairman and the secretaries.  At the end of the meeting, the minutes and other documents shall be delivered to the head of the board of directors. Chairman of the Board of Directors is responsible for the protection of these documents and the delivery to the newly elected Chairman of the Board of Directors within seven days.

General Assembly Voting and Decision-Making Procedures and Methods

Article 9– Unless otherwise is resolved in the General Assembly, the election of the members of management and the supervisory board shall be realized by secret ballot and the decisions on other issues shall be voted on in the open. Secret votes papers sealed by the chairman of the meeting or after the ballots by the members in accordance with the disposal of an empty container is collected and are pieces presented ​​openly at the end of voting.
Open voting, the method defined by the president of the General Assembly is applied.
General Assembly resolutions are taken by an absolute majority of the attending members. However, the amendments to the bylaws and the dissolution of the association can only be taken by a two-thirds majority of the members attending the meeting.

Duties and Powers of the General Assembly
Article 10– The following matters shall be decided by the General Assembly and the resolutions shall be taken.
1- Election of the organs of the Association,
2- Changing the Association Statute,
3- discussing the reports of the board of management and supervisory boards and the release of management,
4- Adoption of the budget prepared by the board as is or modified,
5- Supervision of other bodies of the Association and, if deemed necessary, their dismissal for justified reasons,
6- Approval of filing an appeal against the denial of membership or expulsion from membership by the decisions of the board of directors and resolution about the matter,
7- Giving authorization to the Board of Directors regarding the purchase of real estate that is required for the Association or to sell the current reals estate of the Association,
8- Examining the regulations prepared by the Board of Directors concerning the work of the association, approval of the same or changed,
9- Determination of the amount of daily allowances and travel of President of the Association and members of management and supervisory boards of public officials will be charged with all kinds of salaries, allowances and compensation of the association members which will be appointed for services of the Association,
11- Authorization of the Board of Directors on decision making of opening up branches of the Association and in carrying out transactions on the opening of decided branch offices,
12- Presence of the Association in international activities, to participate as a member of, or separation from local or international associations and organizations,
13- Construction of the foundation of the Association,
14-Termination of the association,
15- Examination and the determination of other proposals by the Board of Directors,
16- As the competent authority of the Association to deal with affairs of the association which was not seen in other organs and the use of powers,
17- Fulfilling other duties specified in regulations made ​​by the General Assembly.

Composition of the Board of Directors, Duties and Powers

Article 11– The Board of Directors of five regular and five alternate members are elected by the General Assembly.
The Board of Directors, at its first meeting after the election, sets division of tasks by a decision of the president to appoint vice president, secretary, treasurer and member.
The Board of Directors may be convened any time provided that all members are notified. The presence of more than half of the total number of members is sufficient for the meeting. Decisions are taken by a simple majority of the members attending the meeting.
If there is a vacancy due to resignation or other reasons in the original member of the Board of Directors post, calling associate members for duty according to the majority of the vote in the General Assembly is mandatory.

Duties and Powers of the Board of Directors
The Board of Directors carries out the following points.
1- To represent the Association or to authorize one of its members or a third party, in this regard,
2- Carrying out income and expense accounts relating to transactions
and prepare the budget for the next period to present to the General Assembly,
3- Prepare regulations related to the work of the Association and present for the approval of the General Assembly,
4-With the authority of the General Assembly; to purchase of immovable property, movable, to sell immovable property belonging to the association, to construct a building or facility, to lease, mortgage, establish rights of rem or pledge  in favor of the association,
5- To ensure transactions relating to opening branches with the authority given by the General Assembly,
6- To enable the auditing of the offices of the Association,
7- To ensure the opening of a representative office wherever necessary,
8- To implement the decisions of the General Assembly,
9- To prepare a balance sheet and income statement on business activities of the association at the end of each activity  year and a report describing the work of the Board of Directors, and when all these gathered present them to the General Assembly,
10-To ensure the implementation of the budget,
11- To decide whether to issue or cancel a membership,
12- To take decisions and implement all kinds of resolutions to accomplish the purpose of the Association within its given power,
13- To perform other duties and exercise the powers given to them by the legislation.

Composition of the Supervisory Board, Duties and Powers

Article12- The supervisory board is elected by the General Assembly as three regular and three alternate members.
If there is a vacancy due to resignation or other reasons in the original member of the Supervisory Board post, calling associate members for duty according to the majority of the vote in the General Assembly is mandatory.

Duties and Powers of the Supervisory Board
The supervisory board; by-laws for the realization of aims and objectives of the association would continue performing its activities in accordance with the study subjects, ensures that the books, accounts and records are kept in accordance with the legislation and regulations of the association, determine the association rules and checks at intervals not exceeding one year in accordance with the principles and procedures  and audit results presented in a report to Board of Directors and to General Assembly when in session.

The supervisory board, if necessary calls for a general meeting.

DISCIPLINARY BOARD
The Disciplinary Committee consists of three (3) principal and three (3) alternate members are elected by the main members of the general assembly every three years, and in the first meeting, they identify their own way of working methods. Disciplinary Board holds meetings, when necessary, decides on matters submitted to them by the Board of Directors.

ADVISORY BOARD
Advisory Board shall be elected for three years by the General Assembly from the nominee members advised by the Board of Directors. Board consists of five (5) full and five (5) alternate members. Their first meeting determines the shape of their own work. Advisory Board, meets whenever necessary to present an advisory opinion on matters collected and presented to them by the Board of Directors.

GENERAL SECRETARIAT
The Board of Directors shall appoint from among its members or from outside the general secretary of the association; The duties and powers of the secretary-general;

  1. to represent the Association in accordance with, the powers and responsibilities given by the board of directors,
  2. as the head of Association organization to ensure the fulfillment of any service obligations in accordance with the association’s programs and legislation.

NOTIFICATION OF ELECTED ORGANS
Within the 30 (thirty) days following the election made by the General Assembly, the Chairman of the Board of Directors shall be notified to the highest administrative authority of the place where the association’s head office is located, with the members of the board of directors and auditors elected to the other organs of the association.

ANNUAL FEE
The annual membership fee is 1500TL, the General Assembly is authorized to increase or decrease this amount.

Sources of Income of the Association
Article 13– Sources of income of the Association are listed below.
1- The annual membership fee is 1,500 TL and the General Assembly is authorized to increase or decrease the amount.
2- Branch fee: 50% of the membership fees collected will be sent to the headquarters every six months by the branches of the association in order to meet the general expenses of Association,
3- Voluntary donations and contributions made to  Association by natural and legal persons,
4- Income obtained from activities like sightseeing and entertainment, concerts, sports competitions and conferences and tea and dinner meetings organized by the association,
5- Income from the assets of the Association,
6- Collection of donations and assistance in accordance with the provisions of the legislation,
7-Other incomes.

Bookkeeping Principles and Procedures of the Association, and the books to be kept *

Article 14- Principles of Bookkeeping;
The books of the Association shall be kept on basis of the operating accounts.
However, If the annual gross income of Associations starting from the following accounting period exceeds the limit laid down in Article31 of the Regulation the book shall be kept on the basis of the balance sheet.
If subsided to balance sheet basis after the period between two consecutive periods as specified above falls below the limit the entity may return to the operating account basis from the following year.
Notwithstanding the above mentioned rolling book may be kept on the basis of the balance sheet with the decision of the Board of Directors.
In the case of  opening of the commercial enterprise of the Association, for this commercial enterprise, shall be kept in accordance with the provisions of the Tax Procedure Law

Registration Procedure
The association’s books and records are kept in accordance with the procedures and rules specified in the Regulation of Associations.

Books to be kept

The following books are kept in the Association.
a) Books to be kept on the basis of business accounts and procedures to be followed are as follows:
1- Decision Book: This book is written to date and number of the decisions of the Board of Directors and signed by the members attending the meeting under the resolutions.
2- Members Registry Book: Credentials of members of the association and the entry and leaving dates to/from the Association are recorded.
The amount of entry and annual fees paid by the members can be recorded in this book.
3-Document Registry Book: Incoming and outgoing documents are recorded with the date and sequence number.
Originals of the incoming and copies of the outgoing documents are filed.
Incoming or outgoing documents via electronic mail are filed by taking printouts.
4- Inventory Book: used to register the acquired fixed assets belonging to the Association with the date and manner of usage times or places, as well as expired assets are recorded.
5- Operating Accounts Book: Revenues and expenses incurred on behalf of the Association are recorded clearly and on a regular basis.
6- Registry book of Receipts: The serial numbers of receipts, and also the name, surname of those who take and return these documents by signing are recorded with dates of transactions.
b) Books to be kept and the balance sheet on the basis of the principles to be followed are as follows:
1-  The registered books stated in paragraph (a) and subparagraphs  1, 2, 3, and 6 are kept also on the basis of the balance sheet bookkeeping.
2-Journal, Ledger and Inventory Book;
The manner in which these books are kept by the procedure is made according to the Tax Procedure Law and the General Communiqués of the Accounting System Implementation published according to the authorization given to the Ministry of Finance by this Law.

Approval of Books
the books to be kept in the Association shall be substantiated by Director of Provincial Associations or shall be notarized before starting to use them. These books will be used until the end of the pages and no interim approvals of these books are made.
However, the books based on the balance sheet with leaf form or continuous form books must be re-certified every year in the last month of the year before the coming year where they will be used.

Income Statement and Balance Sheet

In case of records are kept on the basis of Business accounts, “Business Account Statement” is issued the end of the year (31 December) (as specified in Annex-16 of Association Regulations).
In the case of bookkeeping on the basis of the balance sheet, the balance sheet and income statement are prepared end of the year (December 31), based on the Accounting System Implementation Notices issued by the Ministry of Finance.

Income and Expenses Transactions of the Association*
Article 15- Income and expense statements;
The income of the Association is charged with”Receipt”. (as in the example in Annex 17 of Regulation of Associations). If the income is collected through banks then the bank statement or account summary replaces the receipt.
The association expenses are made ​​against the invoices such as receipts, retail sales receipt, expenditure documents, self-employment vouchers. However, for payment of the association within the scope of Article 94 of the Income Tax Act are regulated by the provisions of the Tax Procedure Law are made as expense receipts, and for the payments that are not in this context (in the example at Annex-13 of Regulation of Associations) shall be issued as “Expense Receipt”.
For the free deliveries of goods and services to individuals, institutions or organizations by the Association is done with “Certificate of Delivery of Public Relief” (Found in Annex 14 to the Regulation of Associations).

Receipts
The”Receipts” used in the collection income is issued in the printing press (the form and dimensions shown in Annex 17 of the Regulation of Associations) by the resolution of the Board of Directors.

Actions taken according to the relevant provisions of the Regulation of Associations matters relating to; printing, control and collection of receipts from printing press, recording these to book, handover between the old and new treasurers and collecting income on behalf of the association with proof of receipt by the person or persons and then the use of these documents by these person(s) and the delivery of revenue that has been collected.

Authorization Certificate
The person or persons authorized to collect revenues on behalf of the Association to should be determined by the Board of Directors by stating a specific term of authorization.

“Certificate of Authority” that contains identity, signature and photographs of the persons who will collect income on behalf of the association (as in the example Associations Regulations Appendix-19) is organized by the association in triplicate and approved by the president of the Board of Directors. A copy of the certificates is given to units of the associations. Any changes to the certificate of authorization shall be notified to the units of associations within fifteen days by the Chairman of the Board. Authorized persons can only begin to collect revenue on behalf of the Association as soon as a copy of the certificate is submitted to the unit of association. The use of the certificate of authority, renewal, return and other issues will be actioned according to the relevant provisions of the Regulation on Associations.

Income and Expenditure Documents Storage Period
With the exception of books, receipts documents were used by the association, expenditure documents and other documents, without prejudice to the time periods specified in the special laws, books kept for 5 years in accordance with the order number and date of record.

Submission of Declaration*
Article 16- “Declaration of the Association” related with the activities of the Association for the previous year on the income and expenses  and the results of the end year (shown in Annex 21 Regulation of Associations), once approved by the Executive Board, is submitted  to the local authority within the first four months of each calendar year by the Chairman of the Association.

Liability of Notification*           
Article 17- Notification to the civilian authorities;

Notice of the General Assembly Results
Within thirty days following the ordinary and extraordinary general meetings, management and supervisory boards and other organs, including regular and substitute members elected (Association presented in Annex 3) “Notice of Conclusion of the General Assembly” and attachments shall be notified to the relevant civilian authority by the Chairman of the Board
Below listed shall be enclosed to Notification of the result of the General Assembly;
1- Copy of the minutes of the general meeting signed by Chairman, vice president and the registrar
2- If some changes made on the statute, copy of the last version of Association Statute with amended articles of the regulation with the new and old methods signed on each page by the Board of Directors.

Notice of Immovable Properties
Immovable property acquired by the Association shall be notified to the local authority within thirty days from the registration of the title deed, by filling in the “Immovable Property Notice” (Presented in Annex 26 to Regulation of Associations)

Notice of Sustenance from Abroad

In case of foreign sustenance, the Association shall notify the local authorities before receiving this sustenance by filling in (Association Regulations specified in Annex 4) “ Notice of Sustenance from Abroad” in two copies.

If there is a copy of the decision of the Executive Board for the adoption of Sustenance from Abroad and any protocols, contracts and other documents related to the account where the transfer has been realized with transfer receipts, statements and similar documents shall be attached to the notification form.
The notification requirements must be fulfilled prior to receipt of cash benefits and the use of it.

Notification of Joint Projects carried out together with the Public Institutions and Organizations

Matters relating to the jurisdiction of the Association, the protocol and the project sample on joint projects carried out by public institutions and organizations shall be added to “Project Statement” (EK-23 showing Regulation of Associations) and will be submitted,  within one month of the date of the protocol, to the governorship of the location where the headquarters of the Association is based.

Notification of Changes

Changes occurring in the settlement of the Association shall be notified to the local authority within thirty days following the change by filling in “Location Change Notice”(Association Regulations specified in Annex 24) and  by filling in  “Statement of Changes in Units of the Association” (Association Regulations specified in Annex 25) if the changes occur in the organs of Association independent  of the General Assembly of the Association.
In changes made to the statute of the association local authority shall be notified together with the attachment of Notification of the General Assembly within thirty days following the general assembly meeting of the amendments of the statute has been made.

Internal Audit of Association
Article 18- Although the General Assembly of the Association, the Board of Directors or the Audit Committee may conduct the internal audit, the audit can also be made by the independent audit firms. The audit conducted by The General Assembly, the Board of Directors or the independent audit firms does not eliminate the liabilities of the Audit Board.
Audit by the Audit Board of the Association is carried out at least once a year. If deemed necessary, The General Assembly or the Board of Directors can perform an audit control themselves or can get independent auditors

Borrowing Procedures of the Association         
Article 19-, If required, by the Resolution of the Board of Directors, may borrow funds to carry out the activities of the Association to achieve its objective.
This borrowing may be in the form of the purchase of goods and services as well as it can be made in cash.
However, this borrowing can not cause the Association any payment problems and it cannot be in amounts that the Association cannot meet the borrowing with its own income sources.

ESTABLISHING BRANCHES
ARTICLE 20- Branches can be opened, where necessary, by the Resolution of the General Assembly of the Association
For this purpose, three persons authorized by the Board of Directors apply to the highest local authority in writing. This application letter must state the name and surname, father’s name, date and place of birth, profession or occupation, the residency of the founders and branch headquarter address and two copies of the Association Statute and authorization documents should be enclosed. It is mandatory for the founders of the branch should be residing in the location of the branch office for at least six months.

BRANCH GENERAL ASSEMBLY
Branches should complete their General Assembly at least two months before the annual general meeting of the Central Committee and the General Assembly and the results should be notified to the local authorities and headquarters within thirty days following the meeting.
The ordinary general assembly branches meet once in three years in month September on a dae and time determined by the Board of Directors of Branches with attendance of more than half of the registered office members.
The Announcement of the General Assembly Meeting of the Branch can be performed with a local newspaper ad as well as by making use of local facilities and utilities.
General meeting related to Branch Board, on issues such as the presidential council, negotiation, selection, draw up a report, the provisions of the plenary session of the association’s bylaws is applied by analogy.
Branch Board of Directors of the Association are entitled to convene an extraordinary general meeting at all times. Thus, the agenda of the general meeting of the branch on a case shall be determined by the Executive Board. Article 12 of the Association Statute shall also apply to the General Assembly.

GENERAL DUTIES AND POWERS OF THE BOARD OF BRANCH
Branch General Assembly shall have the following duties and powers.

    1. Election of branch bodies: General assemblies of the branch elect Board of Directors consisting of five principal and five alternate members and Audit board consisting of three main and three alternate members by secret ballot.

Fulfills the task of selection and authorization of the general assembly of delegates to represent the Central General Assembly. This selection is done by secret ballot.
Establishing necessary cooperation with the headquarters in order to avoid possible conflicts between the Resolutions of the General Assembly with the Headquarters, to take decisions in accordance with the general policies of the association and consistent with the decisions of the Central General Assembly Resolutions.
The decisions of the General Assembly shall be taken by a majority vote of the members present.
In case of an equality of votes the president’s party gains weight

DUTIES AND POWERS OF THE BOARD OF DIRECTORS OF THE BRANCH
Board of Directors of the Branch shall have the following duties and powers:

  1. To represent the Branch, to carry out procedures of the Branch determined by the Board of Directors within the framework of general principles of the association and principles of labor, and when necessary by the instructions of the board of directors of the branch
  2. To organize the on the scene activities decided to be done by the Association’s Board of Directors
  3. To coordinate the activities between the members of the branch,
  4. To ensure retention of books and records to be kept by the Branch,
  5. To notify the highest Civilian authority within ten day in case of admission of Non-Turkish citizens to membership in the association,
  6. To notify the General Assembly in writing about proposals regarding the realization of the association purposes,
  7. To report every four months to headquarters of the association about leaving members who were registered in the past months and the income and expenses of the branch
  8. Acceptance and removal of membership to  the branch to accept members and membership shall be decided by the Executive Board by taking the opinion of the Board of Directors of the Branch
  9. Correspondence on behalf of the association with private and corporate entities as well as government agencies is carried out by the Board of Directors
  10. Branch budget and the annual dues of members, etc. and the collection of revenues and expenditures are made ​​by the Board of the Association,
  11. TheBranch Board of Directors, if deemed necessary, may be dismissed by the board of the association. In this case, the branch general meeting within one month of the extraordinary general meeting called by the board of the association. Until the formation of a new association, the board of directors shall appoint a temporary branch. While in temporary branch office board of directors are on duty, they hold a branch of the board of directors’ duties, powers and responsibilities.
  12. Branch board of directors, in order to avoid conflict and contradictions in applications with headquarters, are required to cooperate with the association and the association’s board of directors and the general rules and policies to be followed by the association board of directors is required to make applications compatible with applications of association.
  13. Branch Board of Directors, performs other duties on behalf of the branch as appointed by the Board of the Association in the statute of the association.

 

BRANCH AUDIT COMMITTEE

Provisions of Association Statutes on the Supervisory Board of Association Bylaws also relatively applied to the Branch Supervisory Board.

Duties and Powers of the branches
Article21– Branches are not a legal entity that is assigned and authorized to act autonomously to engage in activities in line with the objectives and tasks of the association, responsible for all debts and receivables arising from the internal organization of the association.
Provisions applicable to Branches and Office Bodies
Article 22- Branch organs are the General Assembly, the Board of Directors and the Audit Committee.
The General Assembly consists of registered members of the branch. The Board of Directors is elected by the General Assembly of the Branch as five regular and five substitute and three regular and three alternate members of the Audit Committee.
The duties and powers of these bodies in association with the other provisions of this regulation are also applied at Branches within the framework stipulated by the legislation

Boards General Meeting Time and How to represent Branches in the Headquarters and in the General Assembly

Article 23- Branches, must finish their ordinary meetings of the General Assembly minimum two months before the General Assembly meeting of the Headquarter.
The ordinary general assembly of branches shall be held every three years within the month of September, at a place and time to be determined by the Board of Directors of branches.
Branches are required to submit the local authority and the headquarters a copy of the Association General Assembly declaration of the result within thirty days following the date of the meeting
Branches are represented at the headquarters General Assembly with elective and natural delegates.
Heads of the Management and Supervisory Boards of the Branches have the right to participate in the General Assembly of the Headquarter as a natural delegate, and if the delegates are registered in the office; every one (1) member to twenty (20) and if the remaining number of members more than 10 or the total number of members in less than 20 then the also delegates to be selected to be one among these members, being the representative of Branch, have right to participate as elective delegate in the General Assembly of the Headquarters.
The delegates selected for the most recent Branch General Assembly can participate in the Headquarters General Assembly Board. Headquarter Management and Supervisory Board members participate in the General Assembly of the Headquarter, but cannot vote unless elected as delegates on behalf of the Branch.
Those who are incumbent in the Branch Management or Branch Supervisory Board have to quit their posts in the Branch if they are elected to Headquarter Management or Supervisory Board.

Opening a Representative Office *
Article 24-The Association, where necessary, may open a representation office in order to carry out the activities of the association by a Resolution of the Board of Directors.
The address of the representation office is notified in writing to the local authority by the person(s) appointed as representatives by the decision of the Board of Directors, Representation Office is not represented in the General Assembly. Branches cannot open a representative office.

How to amend the Statute
Article 25-Amendments to Statue can be done by Resolution of General Assembly
In order to change the Statute of General Assembly regulations attendance of 2/3 majority of the members entitled to attend and/or to vote is required. If the meeting is postponed due to lack of majority the majority attendance for the second meeting is not required.
However, the number of members attending the meeting, shall not be less than twice the number of Management and Supervisory Board Members.

Dissolution and Liquidation of Assets of the Association
Article 26– The General Assembly may decide to dissolve the Association at any time.
In order to discuss the issue of the termination of the General Assembly attendance of 2/3 majority members who are entitled to attend and vote in the general meeting is required. If the meeting is postponed due to lack of majority the majority attendance in the second meeting is not required. However, the number of members attending the meeting shall not be less than twice the number of management and supervisory board members.
In order to obtain the termination decision, the majority of 2/3 of the votes of the members entitled to vote respectively. Rating the termination decision in the General Assembly shall be made in open.

Liquidation Process
When the Termination decision is made by the General Assembly, the liquidation the money, goods, and rights are made by the current committee composed of members of the board of directors. These transactions commence as of the liquidation decision taken at the General Assembly or self-dissolution becomes final. During the period of liquidation of the association, the phrase at the beginning of the name of “Grain Suppliers Association in liquidation” is used on all processes.

The liquidation committee is authorized and in power to complete the liquidation of the process of the money, goods, and the rights of the association from the beginning to the end in accordance with the legislation This committee first examines the accounts of the Association. During the examination, the books, receipts, expenditure documents, deeds, bank records and other documents will be determined and assets and liabilities are recorded in an official report. During the process of liquidation payees of the association are called and the goods are liquidated and the amounts paid by cash to these creditors. In the event of the association being the creditor of receivables shall be collected. After payment of receivables and payables all remaining funds, assets and rights shall be transferred to the location specified by the General Assembly.
If transferable not specified in the General Assembly will be transferred to an association with a maximum number of members on the date of termination and which is closest to the purpose of the association that is located in the province.

All transactions relating to the liquidation shall be shown in the liquidation report
and liquidation procedures shall be completed within three months except for the additional time and shall be justification based by the local authorities. Upon completion of the liquidation of the money, goods and rights and transfer operations of the association.  The situation must be notified to the local authority located where the association headquarters is in writing by the liquidation committee within seven days and to this article the minutes of liquidation must be added. The current Board members who hold the capacity of the liquidation committee are entitled to keep the books and documents of the association. This task can be given to a member of the Board of Directors. The books and documents must be kept for five years.

Lack of Provision
Article 27– For the matters not specified in this Statute; The Law on Associations, the Turkish Civil Code and other relevant legislation with reference to the laws and regulations issued for Associations shall be applied.

Provisional Article: Until the association organs shall be established in the first general meeting the temporary board of directors which will represent the association and carry on the business and operations of the association are as follows:
Interim Board of Directors;
Name  & Surname     :                                                              Position                                    Signature
AGRON TARIM ÜRÜNLERİ DANIŞMANLIK VE                    Chairwoman
TİCARET LTD.ŞTİ.TEMSİLCİSİ GÜLFEM EREN

MERGRAIN TARIM VE ENDÜSTRİ ÜRÜNLERİ                    Deputy Chairwoman
TİCARET SANAYİ LTD.ŞTİ.TEMSİLCİSİ
ZEYNEP ŞERİFE DAYI

U.P.G.R.A.İ.N TARIM ÜRÜNLERİ İTHALAT                           General Secretary
İHRACAT SANAYİ VE TİCARET LTD.ŞTİ.
TEMSİLCİSİ MURAT İÇCAN

TİRYAKİ AGRO GIDA SANAYİ VE TİCARET AŞ                     Accountant
TEMSİLCİSİ BATUHAN ERÇETİN

AGRO GRUP GIDA VE TARIM ÜRÜNLERİ İÇ VE                  Treasurer
DIŞ TİCARET AŞ TEMSİLCİSİ
MEHMET MURAT YÜCESOY

ULUSOY UN SANAYİ VE TİCARET AŞ                                      Member
TEMSİLCİSİ EREN GÜNHAN ULUSOY

TÜRSA TARIM ÜRÜNLERİ SAN VE TİCARET                       Member
LTD ŞTİ TEMSİLCİSİ SONER CESUR

ULAŞ GIDA UN TEKSTİL NAKLİYE TİCARET VE                 Member
SANAYİ AŞ TEMSİLCİSİ AVŞİN KAŞIKCI

This Statute consists of 27 (twenty-seven)  Articles and  1 (a) Provisional Article.

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