Name of the Association:
Article 1. Name of the Association is “GENÇ YÖNETİCİ VE İŞ İNSANLARI DERNEĞİ” (ASSOCIATION OF YOUNG EXECUTIVES AND BUSINESS PEOPLE).
It is abbreviated as GYİAD.
Head Office of the Association:
Article 2. Head office of the Association is located in Istanbul. The Association may open permanent or temporary representative offices in domestic and at abroad upon a decision taken by the Board of Directors. The Association does not have a branch office.
Purpose of the Association:
Article 3. In line with the principles stipulated by the Constitution and in order to generate solutions to the needs and problems of the society and the members and to contribute to the social development at a national and international level in accordance with the Atatürk’s principles and reforms, the purpose of the Association is;
a) working on the development of trade and industry in Turkey, referring to the opinions of the Union of Chambers and other competent authorities on these matters, when required;
b) monitoring the developments in business life and ensuring the dissemination of experiences, opinions and ideas on this matter;
c) improving the leadership qualities, social responsibility awareness and solidarity spirit of the young business people; and
d) ensuring that the young business people contribute to an increase in the social, cultural and economical level of the society.
Operation and Fields of Activities of the Association:
Article 4. In order to fulfill the purpose mentioned above, the Association operates in the following fields:
a) Carrying out scientific researches and studies and publishing these, issuing newspapers, magazines, books, brochures and similar publications in line with its purpose, and creating an archive related to these, when required;
b) Organizing education seminars, making plans and launch projects, or have others to do these, in order to improve the cultural, commercial and industrial relations, and organizing competitions to put these into practice;
c) Engaging in social activities such as lottery for aid purposes and ball etc. for social service purposes;
d) Carrying out any kind of disposal on the real estates related to the activities in accordance with the purpose of the Association, acquiring, establishing, canceling or releasing any kind of in kind and personal rights in favor or against the Association on these real estates, renting out these real estates to fulfill this purpose, and renting other real estates for the same purpose;
e) Establishing and operating a commercial enterprise, when required, for the purpose of the Association;
f) Establishing permanent or temporary representative offices in domestic and at abroad, if considered as required, becoming a member of other associations and foundations that are established for the same purpose and carry out activities that are not contrary to the purpose of the Association, having a representative in all relevant public and private organizations, representing the Association’s members in these organizations and cooperating with these organizations or establishing a confederation or joining the federation and confederations that are already established;
g) Being a party to the administrative and judicial disputes arising regarding the matters concerning the Association and all the Association members, filing a lawsuit, attending to the lawsuit as an intervening party, initiating executive proceedings, and commissioning and appointing sufficient number of deputies for all kinds of legal transactions;
h) As a non-governmental organization, assuming the authority to issue documents and certificates that are non-obligatory for the public authorities and organizations or profession / business lines;
i) Organizing meetings, tours and exhibitions.
Founders of the Association:
Article 5. Names and surnames, professions and arts, residence addresses and nationalities of the Association’s founder members are provided in the enclosed list.
General Membership Conditions:
Article 6. The Associations members can be,
a) Natural persons meeting the conditions set out in article 7 and the legal persons meeting the conditions set out in article 8 and accepting the purposes of the Association, which apply to both natural and legal persons; and
b) For the legal persons who are not a citizen of the Republic of Turkey, persons with a right to reside in Turkey.
Principal membership applications are made as follows. Acceptance and rejection procedures regarding the applications are provided below in order.
a) In order to become a member to the Association, minimum two principal or honorary members should give a reference with a written presentation to the Board of Directors. With the reference to be provided separately, Secretary General may submit a candidate member application to the Board of Directors.
b) Board of Directors takes the membership application into consideration and the decision is taken by voting through open voting method, unless any of the members of the Board of Directors request a secret voting.
c) In order the membership application to be accepted positively, affirmative votes of minimum 2/3 of the members, who are authorized to cast a vote, present at the meeting are needed.
d) If the membership application of the candidate member is rejected by the Board of Directors, then the decision on rejection is notified to the applicant in writing within 30 days.
Rejected applicant, however, may apply for membership again according to the procedures set out in this article one year after the decision on rejection is served.
Membership becomes valid after the admission fee and annual membership fee are completely paid and the rights arising from membership may be used only after this.
Becoming a member of the Association means fully accepting all the rights and liabilities set out in the Statute.
Applicants may not be accepted to the Association membership in case they do not fully pay the admission fee and the annual membership fee.
Member is responsible for keeping their contact details (address, e-mail, mobile phone no. etc.) up-to-date throughout the term of membership and informing the Association in writing within 30 days in case of any change in these details.
Natural Persons’ Principal Membership:
Article 7. Natural persons who accept the purposes of the Association, has a capacity to act, does not have any conviction verdict finalized before, except the negligent crimes, and confirms this with a criminal record, and is older than minimum 23 years old and younger than maximum 51 years old as of the date of membership application can apply for principal membership.
Membership of natural person members continue until they complete the age of 54 and get a day from the age of 55. Provided that the provision of provisional article 1 is reserved, members getting a day from the age of 55 during the relevant year become an honorary member.
Natural Persons’ Principal Membership:
Article 8. In case legal persons become a member to the Association, chairman of the board of directors of the relevant legal person or one natural person to be appointed by the competent body of the legal person represents the relevant legal person before the Association. When the legal person member informs the Association that the authority of this person to represent the legal person has ended, the power of representation of that representative is terminated and the new representative member is determined by the member legal person. If the person appointed by the legal person gets a day from the age of 55, then the relevant legal person has to appoint a new representative immediately.
Legal person member becomes an honorary member after 20 years of continued membership.
Article 9. Natural person principal members who get a day from the age of 55 during the relevant year and the legal person principal members who complete 20 years of continued membership become an honorary member. Provision of the provisional article 1 is reserved. Honorary members may not be a candidate and selected for the bodies of the Association.
They, however, may work in various committees under the Association.
Honorary members are released from the liability of paying annual membership fee. Honorary members do not have a right to vote.
Article 10. Membership fees are consisted of the admission fee of US$ 1.000 (one thousand US dollars), which is collected only for once when the person’s membership application is approved, and an annual membership fee of US$ 1.000 (one thousand US dollars) paid every year in a single payment. Each of the admission fee and annual membership fees are paid as US$ 1.000 (one thousand US dollars) or in Turkish Lira equivalent of US$ 1.000 (one thousand US dollars) over the buying rate of exchange of the Central Bank of the Republic of Turkey on the payment date.
a) Membership fee liabilities for being accepted to principal membership,
Amount of the annual membership fee for the relevant year, which the principal membership candidates have to pay for being approved as a member, is calculated separately from the annual membership fee of US$ 1.000 (one thousand US dollars) they will pay throughout the term of their membership. Accordingly, the principal membership candidate pays the annual membership fee in a single payment for the remaining part of the year, including the month when the membership is approved, calculated on a monthly basis. (Annual membership fee / 12 x number of months remaining during the year, including the month they are approved)
b) Annual membership fee liabilities of the principal members
Principal members may pay the annual membership fee of US$ 1.000 (one thousand US dollars) in cash, by money transfer or from their credit card during the first three months of the year.
Annual membership liability of a principal member continues regardless from any opinion or reason related to attending to the Association’s activities less or not attending to the Association’s activities for a while with their own will or due to any excuse and/or benefiting or not benefiting from the Association’s facilities.
c) Annual membership fee liabilities of honorary members
Principal members pay their annual membership fee for the year they get a day from the age of 55 as the last annual membership fee and/or even if they pay the annual membership fee for the relevant year, they become an honorary member on the day they get a day from the age of 55 during the relevant year.
Resignation from Membership:
Article 11. No one can be forced to remain as a member of the Association. Every member has a right to resign from membership. Principal member may resign from the membership by delivering the resignation letter with original signature to the Association’s head office in person, by registered and reply paid letter or through notary public.
Resignations come into force on the date the resignation letter is received by the Association, provided that the receipt of resignation letter by the Association should be proved.
If the member does not have any debt from the past period, a valid resignation of a member pursuant to the rules is approved by the Board of Directors, membership of the person is terminated, and the accrual of new annual membership fees is stopped. The member, however, may not refrain from paying the debts from past periods, if any available. In so far, for the avoidance of doubt, annual membership fee for the relevant year is not accrued if the resignation letter of the member from principal membership is received until March 31 of the relevant year.
Termination of Membership:
a. Membership of the member is terminated with a General Assembly decision under the following conditions:
i. Conducting acts and actions that are incompatible with the honor and reputation of the Association, and behaving outside the ethical approach in individual and corporate relations;
ii. Not complying with the decisions taken by the General Assembly and the Board of Directors related to the purpose of the Association and the execution of this purpose;
b. Membership of the member may be terminated with a decision of the Board of Directors if the relevant conditions set out in the Statute and in the applicable legislation related to membership are lost.
c. Membership of the member may be terminated with a decision of the Board of Directors if the member, who did not pay their annual membership fee, still does not pay the annual membership fee despite two warnings served by electronic mail during the first two months of the following year.
A member, whose membership is terminated, may not refrain from paying the debts arising from their membership to the Association.
Regarding the termination of membership, the principal member, whose membership has been terminated with a decision of the Board of Directors, may raise an objection to the General Assembly. The decision taken by the General Assembly on the matter is final.
Article 13. Each principal member has one voting right in the General Assembly. Principal member has to cast their vote personally. It is not possible to cast a vote through proxy.
Honorary members are not eligible for casting a vote and being selected in the General Assembly. Honorary members, however, may take place in all the committees, commissions, councils and bodies to be established by the Association, except the Board of Directors and the Board of Auditors.
Bodies of the Association:
Bodies of the Association:
Article 14. Compulsory bodies of the Association are mentioned below.
a) General Assembly;
b) Board of Directors;
c) Board of Auditors;
Article 15. General Assembly is consisted of the Association’s principal members.
Article 16. General Assembly holds an ordinary meeting with elections biennially in May. In addition to the ordinary meetings, the General Assembly extraordinarily convenes when it is considered as required by the Board of Directors or the Board of Auditors or within 30 days when one fifth of the Association members submit their written request.
General Assembly is called to the meeting by the Board of Directors. If the Board of Directors does not call the General Assembly to the meeting within 30 days despite the written request of the Board of Auditors or by one fifth of the principal members of the Association, then the local civil judge is appointed to call a committee of three persons and the General Assembly to the meeting upon the request of any member requesting a meeting.
Article 17. For the invitation to the General Assembly meeting, the Board of Directors prepares the list of the members who are eligible to attend to the General Assembly pursuant to the Association’s Statute. Members to attend to the General Assembly are invited to the meeting through a local newspaper or by sending an e-mail to the electronic mail addresses of the Principal Members, which they declared in the Membership Application Form and/or the other electronic e-mail addresses they provided to the Association on a later date by announcing the date, time, venue and agenda at least 15 days before the meeting.
In the same invitation, the date, time and venue of the second meeting is also stated in case the first meeting cannot be held due to lack of required quorum. The time between the first meeting and the second meeting may not be less than 7 days and more than 60 days. Second meeting has to take place during this period.
Meeting may be postponed for any reason other than the lack of required quorum. In such a case, an announcement is made to the members to attend to the General Assembly according to the invitation method used for the first meeting by providing information on the reason of postponement. It is obligatory to hold the second meeting within two months following the postponement date. Members are invited to the second meeting by using the same invitation method of first meeting.
General Assembly meeting may not be postponed for more than once.
Article 18. General Assembly meetings are held within the borders of the Republic of Turkey.
Article 19. General Assembly convenes with the attendance of one member more of the half of the members eligible to attend to the General Assembly in accordance with the Association’s Statute and the applicable legislation. Two third of the members must attend to the meeting in case of an amendment in the Statute and termination of the Association.
If the quorum is not present at the first meeting, then the quorum is not sought for the second meeting. Number of members attending to this second meeting, however, may not be less than two times of the sum of principal members of the Board of Directors and the Board of Auditors.
Article 20. General Assembly meetings are held at the date, time and venue determined by the Board of Directors and stated in the announcement or through an electronic general assembly system.
Members attending to the General Assembly put signature next to their name in the attendants list prepared by the Board of Directors, and then enter the meeting venue. Identity documents, issued by the public authorities, of the members entering the meeting venue are controlled by the members of the Board of Directors or other officers to be appointed by the Board of Directors. Persons who do not show their identity document, not signing the attendants list or not eligible to attend to the General Assembly are not allowed to enter the meeting venue. If the meeting quorum stated in article 21 is available, then this is confirmed with a report. Meeting is opened by the Chairman of the Board of Directors or by a member of the Board of Directors appointed by the Chairman. The Board of Directors issue a report if the meeting quorum is not available.
After opening the meeting, a meeting president, sufficient amount of deputy presidents and a secretary are elected to manage the meeting. President of the General Assembly is responsible for ensuring the management and security of the meeting. Secretaries issue the minutes of the meeting and sign this minutes together with the President of the General Assembly. All the minutes and documents are given to the Board of Directors at the end of the meeting. Chairman of the Board of Directors is responsible for protecting these documents and delivering them to the elected Board of Directors, if a new election is made, within 7 days.
Matters to be Discussed at the Meeting:
Article 21. Only the items stated in the agenda are discussed during the General Assembly meeting. It is, however, mandatory to put the items, which are requested in writing by at least one tenth of the members present in the meeting, into the agenda.
Duties and Powers of the General Assembly:
Article 22. The following matters are discussed and decided by the General Assembly.
a) Selecting the bodies of the Association;
b) Amending the Association’s Statute;
c) Discussing the reports of the Board of Directors and the Board of Auditors, and releasing the Board of Directors and the Board of Auditors;
d) Discussing the budget prepared by the Board of Directors and approving it exactly or by amending it;
e) Authorizing the Board of Directors to buy the real estates required for the Association or to sell the existing real estates;
f) Terminating the Association;
g) Listening to the objections of the principal members whose membership in the Association is terminated;
h) Fulfilling the other duties which are stated to be fulfilled by the General Assembly as set out in the applicable legislation and the Association’s Statute;
k) Participation of the Association to a federation established or to be established with the same or similar purpose as a founder member and the matters related to selecting the founder
Voting and Decision Making Procedures and Methods:
Article 23. Unless otherwise decided by the General Assembly, the decisions are taken on open voting and open counting principle. Secret voting and open counting principle is used for the election of the bodies of Association. For the open voting, the method to be determined by the President of the General Assembly is applied.
Proposals and suggestions with affirmative votes of more than half of the votes casted are considered as accepted.
Members with an outstanding annual membership fee for the year of the General Assembly with elections are not eligible for selecting and being selected.
For the amendments and additions to the Association’s Statute, two third of the members attending to the General Assembly must vote affirmatively.
General Assembly may decide on the termination of the Association at any time. It is, however, a prerequisite that minimum two third (2/3) of the members, who are registered to the Association and are eligible to attend to the General Assembly meeting, have to be present at the meeting to be held for this purpose. This majority is not sought for at the second meeting, but affirmative votes of two third (2/3) of the members present at the meeting are required in order the General Assembly to decide on the termination of the Association.
Liquidation of the Association, which is terminated with a General Assembly decision or expired automatically, is carried out pursuant to the provisions of article 15 of the Associations Law no. 5253 and article 89 of the Regulation on Associations published in the Official Gazette issue no. 25772 on 31.03.2005.
Board of Directors
Formation of the Board of Directors:
Article 24. Members of the Board of Directors are elected with a secret voting for an office term of two years as 12 principal members and 12 substitute members. In case the Board of Directors is nominated as a single list, then the election may be held as open voting with the decision of the General Assembly.
The Association may announce the candidate principal and substitute members of the Board of Directors as lists/groups where the principal and substitute members are specified separately. Created with 12 principal and 12 substitute members who are eligible to become a principal or substitute member of the Board of Directors, provided that the principal and substitute members are specified separately, these lists are submitted to the Board of Directors 10 days before the General Assembly meeting where the members of the Board of Directors will be elected. After investigating the eligibility of the candidacy of candidates specified in the Board of Directors lists according to the applicable legislation and the Association’s Statute, lists with deficiencies or contrariness to the applicable legislation and the Association’s Statute are immediately returned back to the members who submitted these lists, and it should be asked to eliminate these deficiencies and contrariness and to submit the new list within three days. Candidate lists created in this way are numbered by the Board of Directors according to the submission date to the Board of Directors, and these candidate lists are announced to the members of the Association. Voting of these lists, which are prepared and numbered for the election of principal and substitute members of the Board of Directors, is held in line with the secret voting principles in the General Assembly meeting. Candidate list with the highest number of votes as a result of the voting held by the General Assembly wins the election.
During the first meeting following the election, the Board of Directors assigns division of tasks and select a chairman by majority of votes through an open voting. Chairman appoints four vice chairmen, including one vice chairman responsible for the financial affairs.
One member may chair the Association maximum for one period.
Completion of the Board of Directors with Substitute Members:
Article 25. In case of any vacancy in the principal members, the substitute members are called for duty according to their order in the candidate list. The principal member of the Board of Directors, who does not attend to seven Board of Directors meetings within one calendar year without an excuse, shall automatically resign. The substitute member in the first place shall automatically become the principal member in place of the member of the Board of Directors, whose principal membership is terminated automatically.
If the number of the members of the Board of Directors falls below half of the full number of the principal members after the submission of the substitutes due to the vacancies, the General Assembly shall be convened by the members of the Board of Directors or the Board of Auditors within one month. In case the call is not made, upon the application of one of the members of the Association, the magistrate of the district shall assign three persons among the members of the Association to convene the General Assembly within one month.
Meeting and Decision Making Procedure:
Article 26. Board of Directors shall meet at least once a month at the Head Office of the Association without any invitation on the predetermined date and time.
Board of Directors shall be deemed to be convened with the presence of absolute majority of the full number of the principal members.
Decisions are taken with the majority of votes.
If accepted by the principal members of the Board of Directors, the decisions may be taken without convening the Board of Directors.
Duties and Powers of the Board of Directors:
Article 27. Duties and powers of the Board of Directors are as follows:
a) Representing the Association and granting power to one or more members of the Board of Directors to do this; constituting the executive board and determining its powers;
b) Carrying out the transactions related to the income and expense accounts of the Association, preparing the budget for the next period and submitting this to the General Assembly;
c) Establishing representative offices in domestic and at abroad outside the purpose and activities of the Association;
d) Establishing a commercial enterprise;
e) Carrying out the other works assigned by the Association’s Statute and applicable legislation;
f) In addition to the ones mentioned above, carrying out the daily activities within the purpose and scope of the Association,
g) Operating as a Disciplinary Board when required in line with the internal regulation to be prepared according to article 37;
h) Granting power to the Board of Directors for participating to the associations, foundations, federations etc. higher unions and organizations with the same purpose of the Association, as
well as for contribution shares and payments;
The Association to carry out international activities, participating to or leaving the associations or organizations at abroad as a member.
Board of Auditors:
Article 28. Board of Auditors is elected by the General Assembly with three principal and three substitute members. This board carries out the duty of auditing with intervals not exceeding six months according to the methods and procedures set out in the Association’s Statute, and submits the results of audits to the Board of Directors and to the General Assembly, when convenes, as a report.
The Chairman of the Board of Directors, who is elected in the first meeting of the Board of Directors, four Vice Chairmen of the Board of Directors, who are recommended by the Chairman of the Board of Directors, and the Secretary General constitute the Executive Board. Executive Board implements and monitors the decisions taken by the Board of Directors, and carries out preliminary studies on various matters for being submitted to the Board of Directors. All the relevant decisions are taken by the Board of Directors.
Article 30. The Board of Directors appoints a professional Secretary General with the qualifications of senior management. Salary of the Secretary General is determined by the Board of Directors. Secretary General does not get a salary if they are a member of the Association. Secretary General is responsible for attending to the meetings of the Board of Directors.
Duties and powers of the Secretary General are as follows:
Representing the Association in line with the power granted by the Board of Directors; as the highest level officer of the Association’s organization ensuring that various services and liabilities of the Association are carried out according to the schedules determined by the General Assembly and the Board of Directors and pursuant to the applicable legislation; ensuring that the activity schedule determined by the Board of Directors is being implemented. If the Secretary General is not a member of the Association, then they do not have a right to cast a vote and to select and to be selected at the General Assembly and the Board of Directors.
Budget and Income of the Association:
Article 31. Budget of the Association is consisted of income and expense tables, as well as the budget regulation where matters such as spending power and officers, methods to receive the incomes, documents related to expenses and expenditures, amount of money to be held in the vault are regulated.
Income sources of the Association are mentioned below.
a) Annual membership fees and admission fees;
b) Incomes received from the publications of the Association, lottery, ball, entertainment, stage plays, concerts, sports and culture competitions, conferences and seminars organized by the
c) Donations and grants;
e) Donations and grants to be collected pursuant to the provisions of the legislation on charity collection.
Procedure for Incomes and Expenses:
Article 32. Incomes of the Association are collected with receipts or bank receipts or bank account abstract. Expenses of the Association are made with expenditure documents such as invoices, retail receipts and self-employed invoices. Retention period of these documents is five years, provided that the provisions related to a longer period set out in the private laws are reserved. Persons in charge of collecting the donations, grants and fees are determined with a Board of Directors decision and a certificate of authority is issued for them.
These persons, who will collect the income on behalf of the Association, may start collecting the incomes upon a copy of their certificate of authority is submitted to the provincial directorate of associations.
Books and Records:
Article 33. Books and records, which the Association is obliged to keep, are determined according to the Regulation on Associations issued in the Official Gazette issue no. 25772 on
31.05.2005 by the Ministry of Interior. These books must be certified by the provincial directorate of associations or a notary public.
Organizations which a support cannot be accepted from or offered to:
Article 34. The Association may not accept any financial support from the political parties, member or employer unions and professional organizations, any may not offer any financial support to these.
Article 35. Internal audit is essential in the Association. Internal audit may be carried out by the General Assembly, Board of Directors or Board of Auditors, or an independent audit organization may be hired for carrying out the audit. Audits performed by the General Assembly, Board of Directors or independent audit organizations do not release the liability of the
Board of Auditors.
The Board of Auditors audits whether the Association is operating in line with its purpose and the scope determined for the realization of this purpose, and whether the books, accounts and records are kept in accordance with the applicable legislation and the Association's Statute and at intervals not exceeding 1 (one) year, and submit the results of the audit as a report to the Board of Directors and to the General Assembly, when convened. Upon the request of the members of the Board of Auditors, all the information, documents and records should be shown or submitted to the members of the Board of Auditors by the Association’s officers, and the requests of the members of the Board of Auditors to enter the management places, establishments and attachments should be fulfilled.
Article 36. In cases where there is not enough clarity in the Association’s Statute, internal regulations to enter into force upon the approval of the General Assembly may be issued by preparing individual or separate texts in order to complete this deficiency, to provide guidance and assist the members and the bodies of the Association and the officers in all related activities.
Borrowing Procedures for the Association:
Article 37. The Association may borrow with the decision of the Board of Directors if it is needed to realize its purpose and to carry out its activities. This borrowing may be in the purchase of goods and services on credit, or may be in cash. This borrowing, however, cannot be made in amounts that cannot be covered by the income sources of the Association and in such a way as to put the Association in financial difficulty.
Article 38. Amendments to the Statute are made with General Assembly decisions. Amendments to the Statute may only be discussed if it is put into the General Assembly’s agenda or upon the written request of one tenth of the members those present at the meeting. The decision quorum for amendments to the Statute is provided in article 19. Registration and announcement of amendments in the Statute are carried out according to the method used for the establishment of the Association.
Method of Liquidation of Assets in Case of Termination:
Article 39. The meeting and decision quorums related to a decision on termination of the Association are provided in article 19. The General Assembly may decide on termination of the Association at any time. The Association’s properties are donated to the Turkish Red Crescent upon the decision on termination.
Application of the Turkish Civil Law:
Article 40. Provisions of the Associations Law no. 5253 enacted on 4.11.2004 and the Regulation on Associations published in the Official Gazette issue no. 25772 on 31.03.2005 shall be applied for the matters not available in the Association’s Statute, and the provisions of the Turkish Civil Law no. 4721 enacted on 22.11.2001 shall be applied in case no provision is available regarding the above.
Provisional Article 1
The real person principal members who have become a member of the Association until the Extraordinary General Assembly Meeting on 17.09.2018 are entitled to become Honorary Members within the scope of article 9 after they take day from the age of 50.