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  About TABA


• TABA-AmCham Mission

• TABA-AmCham Vision

• TABA-AmCham By-Laws

TABA-AmCham Mission

TABA - AmCham primary mission is to develope the trade, investment and cultural relations between Turkey and the U.S.A.

Our targets to achieve our mission are mainly the followings:

- Creating a data base to acquaint the Companies with Company, Sector and economic informations in either Countries.

- Cooperation with the American Chambers of Commerce with Turkey's neighbouring Countries like Azerbaijan, Georgia, Armenia, Israil and Greece to prepare Joint projects.

- Lobbying activities with other Chambers in Turkey

- By improving the cultural relations to provide better knowledge about the people

- To attract the attention of the U.S.A investors preparing reports about the problems and solutions in legal frames.

- To expand the mission of TABA - AmCham in Turkey by opening new Chapters in the emerging cities of the Country

TABA-AmCham Vision

Turkey and the U.S.A. will be important commercial and strategic partners in the 21st Century.

- The number of Turkish studends getting education in the U.S.A will increase

- American investors will be interested in Turkey especially in energy sector

- TABA - AmCham will take steps in E-trade and thus contribute to the trade volume between two countries.

TABA-AmCham By-Laws

ARTICLE 1: NAME AND DOMICILE OF THE ASSOCIATION

The name of the Association is the Turkish-American Business Association, abbreviated as TABA-AmCham. Its domicile is in Istanbul. The Association may, when and where the Board deems necessary, establish branches pursuant to the provisions of the Associations Law. The establishment, the powers, the authority, and the responsibility of the branches are defined in Article 23.

ARTICLE 2: OBJECTIVE OF THE TURKISH AMERICAN BUSINESS ASSOCIATION

The objective of the Association is to contribute to the development of commercial activities between Turkey and the U.S.A.

To achieve this objective, the following principles will be observed:

a) To give opinions to U.S. business circles with regard to commerce, finance, industry, etc., and help American business circles in the implementation of such.

b) To enhance communication between Turkish and American business circles with regard to the Association's objectives.

c) To enhance the establishment of relations between Turkey and/or American business circles and American Government representatives in Turkey.

d) To enhance friendship, understanding and mutual benefits with American business circles (and individuals in these circles) and Turkish citizens.

e) Help the formulation and development of partnerships between Turkish and American business circles through transfer of knowledge and exchange of opinions to develop social conscience between its members and thus enhance voluntary cooperation; and through the Association's efforts to achieve a more advanced social standing.

f) To form relations between American Chambers of Commerce and related bodies and organize joint activities

ITEMS SUGGESTED TO BE EXCHANGED IN REGULATIONS

ARTICLE 3: ORGANS OF THE ASSOCIATION

The organs of the Association are as follows:

a) General Assembly

b) Board of Directors

c) Board of Auditors

d) Discipline Committee

e) Executive Committee

f) General Secretariat

g) A higher Consultation Council

ARTICLE 4: FOUNDING MEMBERS

The name, profession, domicile and nationality of each of the founding members of the Association are as follows:

Metin Berk

Deputy Manager

Koç-American Bank A.Ş.

İbriktar Sok. 11 Bebek - Istanbul

Turkish

Özer U. Çiller

Country Representative

Sears World Trade Inc.

Köybaşı Cad. 157 Yeniköy - Istanbul

Turkish

Ahmet Esen

Personnel and Foreign Relations Manager

Pfizer Medicines A.Ş.

Zeytinoğlu Cad. Yaren Sok. Aydın Apt. 1/17 Akatlar - Istanbul

Turkish

Erdal Kabatepe

Chairman

Merka A.Ş.

Metehan Sok. Engin Apt. Ulus, Etiler - Istanbul

Turkish

Mehmet Önkal

Financial Manager

Istanbul Sheraton Hotel

Cevdet Paşa Cad. 118 Bebek -Istanbul

Turkish

Ali G. Pasiner

General Manager

RTS

Şakayık Sok. Şamlı Apt. No. 56/5 Nişantaşı - Istanbul

Turkish

Ahmet Tekeli

Attorney

Selime Hatun Cami Sok. Uğur Apt. D.4 Ayazpaşa - Istanbul

ARTICLE 5: MEMBERSHIP

Anyone above 18 years of age who is entitled to their civil rights may be enrolled as a member provided he/she is not within the scope of temporary or permanent restrictions of rights indicated in Articles 4 and 16 of Law 2098 concerning associations. Persons not enjoying Turkish nationality, but who, in addition to fulfilling the requirements sought in a Turkish citizen, have the right to reside in Turkey may become members.

Principal Membership:

Real persons having the qualifications defined by the Associations Law and who have paid the membership fee and been approved by the Board of Directors can be a Principal Member and have the right to vote at the General Assembly.

Honorary Membership:

1) Real persons who belong to or are acknowledged by the scientific and professional community can be elected as an Honorary Member by a 2/3 majority of the Board. They can take part in the General Assembly but have no right to vote.

2) Principal members cannot be Honorary Members. Honorary Members are exempt from paying the entry donation or membership fee.

3) Honorary membership is given for life and cannot be revoked.

Service Subscription:

Real persons who reside in Turkey and real and juridic persons who live abroad, if they want to benefit from the services of the Association can be elected as a Service Subscriber by paying a fee. They receive all publications and may take part in all activities without voting rights.

Control of the Members:

Whether he is charged or not with a duty in one of the Association's organs, any member observing an act hardly to be reconciled with the objectives of the Association notifies the authority concerned by a report. Internal control is secured in this manner.

ARTICLE 6: DISCHARGE FROM MEMBERSHIP



Members losing their membership rights due to conditions foreseen by the law, infringing the By-Laws of the Association, behaves against TABA Am-Cham's aim and discipline and furthermore, not paying their dues despite three notices given by the Board of Directors, shall be discharged from membership by decision of the Discipline Committee.

ARTICLE 7: GENERAL ASSEMBLY MEETING

Summons to the General Assembly meeting is made as follows on the basis of the list of members prepared by the Board of Directors entitled to take part in the General Assembly meeting within the framework of the By-Laws of the Association.

a) Members to be summoned to take part in the General Assembly meeting shall be convened by a call to be advertised in a local daily at least fifteen days in advance stating the day, the hour and the place of the meeting as well as the agenda. In the said call, the date of the succeeding meeting shall also be announced in case the meeting cannot take place due to lack of quorum. The interval between the first and second meeting dates may not be more than one week.

b) The highest civilian authority of the district shall be notified in writing at least fifteen days in advance of the date, the hour and the agenda of the meeting and a list of the members who will participate.

c) If the meeting is postponed for some other reasons, the reasons shall be stated and the deferment shall be announced by a second advertisement to appear in the same daily where the first one had been published. The said meeting shall take place within at least two months of the date of deferment.

d) Members shall be summoned to a second meeting for a second time in accordance with the principles foreseen in paragraph "a" and the highest civilian authority of the district shall be notified thereof in accordance with the principles of paragraph "b".

e) General Assembly meeting may not be deferred more than once.

ARTICLE 8: MEETING DATE

The General Assembly holds its ordinary meetings in the month of January every year. The General Assembly holds extraordinary meetings whenever the Board of Directors or the Auditing Board deem it necessary or upon the written request of one fifth of the members.

The General Assembly shall be convened by the Board of Directors.

If the Board of Directors fails to convene the General Assembly within one month upon the application of the Auditing Board or upon written desire of one fifth of the members, by recourse to the local court of First Instance by the said Auditing Board or by one of the members desiring that the General Assembly holds a meeting, the Court demands from three members to make the said call.

ARTICLE 9: QUORUM FOR THE MEETING

The General Assembly meets by the participation of members whose number shall be one plus half the members entitled to take part in the General Assembly according to the Articles of the By-Laws of the Association.

In case the required quorum cannot be reached in the first meeting, majority shall not be sought in the second meeting. Nevertheless, the number of members participating in the said meeting should not be less than two times the total number of members of the Board of Directors and the Auditing Board.

ARTICLE 10: MEETING PROCEDURE

The General Assembly meetings take place on the day, at the hour and place of which the highest civilian authority of the district is notified. Members to take part in the General Assembly sign across their names on the list prepared by the Board of Directors or by one of the members of the Board appointed by the Chairman. If the sufficient quorum defined by article 9 is attained in the General Assembly according to the documented signatures, the meeting is opened by the Chairman or a Board Member appointed by the Chairman.

The fact that the government's commissar has not showed up does not necessitate the deferment of the meeting.

Following the opening of the meeting a chairman, a sufficient number of deputy chairmen and a secretary are elected.

The Chairman of the General Assembly is responsible for chairing the meeting. The secretaries draw up the minutes of the meeting and sign them together with the Chairman himself.

At the conclusion of the meeting all minutes and documents are delivered to the Board of Directors.

ARTICLE 11: TOPICS OF DISCUSSION

Only those topics which have been placed on the agenda shall be discussed. Nevertheless, by proposal of at least one-tenth of the members attending the meeting other topics may be placed on the agenda.

ARTICLE 12: DUTIES AND AUTHORITIES OF GENERAL ASSEMBLY

Points indicated below are discussed and decided by the General Assembly:

1. Election of the Association's organs

2. Amendment of the Association By-Laws

3. Discussion of the reports of the Auditing Board and the Board of Directors. Discharge of the Board of Directors

4. Discussion of the budget prepared by the Board of Directors and approval thereof or ratification thereof after amendment

5. Purchase of immovables necessary for the Association and empowering the Board of Directors for the sale of such goods.

6. Association's participation in or severance from the federation

7. Association's joining international activities, participation in or severance from associations and organizations abroad as members

8. Dissolution of the Association

9. Discharge of other duties indicated by the General Assembly as foreseen in theBy-Laws of the Association.

ARTICLE 13: METHOD AND PROCEDURE IN VOTING AND DECISION MAKING

Every member has the right to one vote at the General Assembly.

Voting at the General Assembly may be open or secret. The secret ballot slips are stamped by the Board of Directors or the voting slip dult arranged by members are cast in a box sealed and collected votes are opened at the end of voting.

In the open ballot, the procedure to be indicated by the Chairman of the General Assembly shall be followed.

The Members of the Board of Directors and their substitutes are determined by majority. The members of the Auditing Board and their substitutes are determined by majority. The principle and substitute members of the Discipline Committee are determined by majority. In decisions to be taken at the General Assembly, the proposals to be made should be approved by half of the required number of votes plus one.

ARTICLE 14: BOARD OF DIRECTORS

A. The Board of Directors consist of 13 members and 13 substitute members, only if ,it will be appropriate to the paragraphs B), C), D) and E) , then it may consist more than 13 common and substitute members. For the headquarter and branch offices, substitute members will be elected, as the number of the common members. They will be elected by secret ballot by the General Assembly for a term of two years.

B. Each branch is represented in the Board of Directors by at least one member who is elected at the General Assembly by secret ballot from among three members nominated by the branches. In addition, for every 50 branch members who have paid their fees, another board member is elected from that branch.

C. The Association's Head Office is represented by one member in the Board. In addition, for every 50 members enrolled in the Head Office records who have paid their fees, another board member is elected by secret ballot.

D. In addition to the membership contingency of the branches, the remainder of the members of the Head Office Board of Directors, to reach the total number of Board members according to paragraph "A" above, are to come from the Head Office membership.

E. If, during the term of an elected Board, elections of new members becomes necessary due to reasons explained in paragraphs "B" and "C" above, additional members are elected in the first ordinary General Assembly meeting to fill the new Board seats.

F. The Head Office Board of Directors consists of the following members:

· One Chairman, who can be elected for two terms. In order to be elected for a third term, there must be a term in between the second and third during which someone else serves as Chairman. The chairman of the Board (TABA Am-Cham ) is the "Chairman " of the Association.

· Three Vice Chairmen

· One Treasurer

· One General Secretary. The General Secretary is elected by the Board of Directors and his duties are to represent the Association and execute the programs in line with the authority given by the Board of Directors

· It is obligatory to be at least Seven Board Members. It will be formed as the number of members decided to be elected according to the Article 14, paragraphs A), B), C), D) and E).

The Head Office Board of Directors perform the following duties:

1. To represent the Association or to delegate one or more of its members to this end

2. To perform the operations related with the Association's income and expense accounts and prepare a budget pertaining to the next term and submit it to the General Assembly

3. In the case of enrolments for membership of non-Turkish individuals to notify the highest civilian authority thereof within 10 days

4. To perform the duties given by law and the By-Laws of the Association

G. The Board of Directors meets by participation of half the total members plus one. The decisions are taken by majority. If the number of votes turns out to be equal the Chairman's vote shall prevail.

H. The Executive Committee consists of the Head Office Chairman of the Board, three Vice Chairmen, The Treasurer, and the General Secretary.

ARTICLE 15: FAILURE TO MAKE UP BOARD OF DIRECTORS EVEN WITH SUBSTITUTE MEMBERS

A. If there will be any failure of a member from the board, a substitute member from the board; if a member from the any of the branch office, then a substitute member under consideration from that branch will be elected according to the member lists.

B. If absenteeism to the meetings will occur following four times, and if the members' excuses will not be accepted by the members of the Board, the member can be discharged from being a member of TABA Am-Cham, by the decision of the Board of TABA Am-Cham. Also if a member from the Board will make absenteeism to totally 7 meetings in one year, and if the members' excuses will not be accepted by the Board then the member will be discharged from being a member of the Board of TABA Am-Cham with the decision of the Board members.

C. After completing the common and substitute members of the board and branch offices, if the common members' number cannot be reached to the exact number, until the first General Assembly Meeting, it may continue to its' work with the occurring members. After the General Assembly Meeting, the number of the members will be completed and members due to work elected by the result of the General Assembly Meeting Committee, will be limited as the same time limit as the Board members.

D. According to Article 14, if the number of the Board of Directors falls at least lower than half of the total number of Directors after the appointment of substitute members to fill up the vacancies, the General Assembly is summoned within one month either by the acting Board members or by the Auditing Board. In case there is no summons, upon the application of one of the members, the local court charges three members to arrange the convention of the General Assembly within one month.

ARTICLE 16: THE AUDITING BOARD

The Auditing Board consists of three members and three substitutes, and is elected by the General Assembly.

The said Board carries out the auditing within the framework of the principles and procedures established by the law concerning associations in intervals less than six months and draws a report of the results of its auditing, addressing it to the Board of Directors and submitting it to the General Assembly when it holds its next meeting.

ARTICLE 17: DISCIPLINE COMMITTEE AND HIGHER CONSULTATION COUNCIL

A. DISCIPLINE COMMITTEE

The Discipline Committee consists of three principal and three substitute members which are elected for two years from the principal members of the General Assembly. The Discipline Committee makes decisions on the discipline, work ethics, morality and behaviour of members which may damage the public image of the Association. The Discipline Committee meets whenever required and sends its report to the Head Office Board of Directors.

B. HIGHER CONSULTATION COUNCIL

Higher Consultation Council is composed of five honourable and three substitute members who work at a company based on American source. Only one authorized person from, Ministry of Foreign Affairs of Turkish Republic, Turkish Republic, Prime Ministry, The Undersecratariat of Treasury and Foreign Trade and Commercial Attache of American Embassy will assist the council studies and will attend to the council meetings and activities. Higher Consultation Council help the U.S. Companies in Turkey and Turkish companies in U.S. A. for them to carry on their studies without any problem. They investigate for them to develop and determine their strategies, so that they can develop suggestions for them to solve their problems. They also study and try to develop to increase the trading and investments between the two countries. If it will be necessary, then Higher Consultation Council present the result of their studies to the approval of the Board of TABA Am-Cham.

ARTICLE 18: MEMBERSHIP FEES

1. The Association's entry donation is taken from newly accepted members only once throughout the membership period.

2. The Association's annual membership fee is paid every year by members who have paid their entry donation.

3. The entry donation is 80.000.000 TL and the annual fee is 80.000.000 TL. The entry donation and annual membership fee amounts may be changed by decision of the General Assembly.

4. Members newly accepted into the Association will only pay the entry fee and not the annual fee for the first year.

5. Members who resign from the Association, not for reasons having to do with acting contrary to the Association's goals and disciplines, may again become members without again paying the entry donation, through Board decision.

6. If a member resigns from their company and the Association, the company may send another member to the Association as their replacement without again paying the entry donation. The annual membership fee will be collected starting the following year.

7. The annual fee may not be collected from members leaving the country as a result of official duty or members taking public office, by Board decision.

8. If a new TABA-AmCham branch is founded with more than 20 members, or an exisiting TABA-AmCham branch records more than 20 members in one single establishment or organization of similar structure, they may get a 50 percent discount on the entry donation through Board decision.

ARTICLE 19: BOOKS AND RECORDS

The Association shall keep the following books:

1. Member Enrollment Book: the identities of the persons admitted to membership and the date of their admission shall be recorded herein.

2. Book of Decision: the decisions of the Board of Directors shall be recorded in this book in chronological order and consecutively; the Chairman and the Board members shall affix their signatures to said decisions.

3. Book of Incoming and Outgoing Documents: All incoming and outgoing documents are recorded in this book along with their dates and numbers.

4. Incomes and Expenses Book: the places from which money has originated and the purpose where it is spent are entered clearly in this book.

5. Budget, Final Account and Balance Sheet Book: the budget, the final account and the balance sheet are recorded in this book.

6. Fixtures Book: Fixtures belonging to the Association are recorded in this book.

7. Receipts Registration Book.

ARTICLE 20: INCOMES AND EXPENSES OF THE ASSOCIATION

The incomes of the Association are collected against receipts and the expenses are made with expense slips. The said documents are to be kept for five years, it being understood that the provisions related to longer preservation times foreseen by special laws are reserved. The Ministry of Finance printed receipts are to be used in the collection of incomes of the Association. If the Ministry of Finance cannot provide receipts within 30 days as of the written application, the Association shall have the receipts printed privately and approved by the highest civilian authority of the district and start accepting donations and dues. The receipt shall contain the detailed identity and signature of the person affecting the payment or doing the donation. After supply of the official receipts by the Ministry, privately printed receipts may no longer be used. The person(s) to collect donations and dues shall be determined by Board of Directors decision and the highest civilian authority of the district shall approve it. The incomes and expenses are duly entered in the appropriate book. The sources of income of the Association include:

a. Membership dues

b. Members' contribution to expenses

c. Income derived from the activities of the Association

d. Income derived from lotteries organized by the Association

e. Income derived from the Association's assets and deposits

f. Donations and aid

g. Income derived from the publications of the Association

ARTICLE 21: AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The By-Laws of the Association may be amended by putting the issue on the agenda of the ordinary or extraordinary meetings and notifying in writing, the members of the proposals for amendment 30 days in advance.

In order that the discussions may start, the quorum required for the General Assembly shall apply. The decision for amendment is reached by a two-thirds majority of the participating members.

In cases where there are no clear indications in the present By-Laws of the Association the provisions of the chapter dealing with "associations" forming the second part of the first book of the Turkish Civil Code and the law concerning associations shall apply.

ARTICLE 22: METHOD OF LIQUIDATION IN CASE OF DISSOLUTION

The General Assembly may decide any time on the Association's dissolution. In order that the general Assembly may decide on the dissolution of the Association, the minimum quorum required is two-thirds of the members entitled to participate in the General Assembly. If during the first meeting such a quorum cannot be realized, the members are summoned for a second time in accordance with Article 12 of the By-Laws of the Association. Regardless of the number of members attending the meeting the topic of dissolution may be discussed. Decision related to dissolution may only be taken by a two-thirds majority of the participating members.

For the dissolution of the Association, the highest civilian authority of the district is notified in writing of the Association's dissolution within five days by the Board of Directors.

In the case that it is decided that the Association be dissolved, all the money and assets thereof upon liquidation shall be given to the Red Crescent. On the basis of a report to be given by a commission consisting of three members elected by the General Assembly, upon transfer of money and assets by this commission, liquidation is concluded.

ARTICLE 23: ESTABLISHMENT OF BRANCHES, THEIR ORGANS, POWERS AND RESPONSIBILITIES

A. Establishment:

The Association may, when and where the Board deems necessary, establish branches pursuant to the provisions of the Associations Law.

B. Organs of the Branches:

Each Branch must have a Branch General Assembly, a Board of Directors, and an Audit Board.

1. Branch General Assembly: Shall be composed of registered members of the Association's branch; all the articles concerning authority and meeting procedures in the Association's Articles of Association except those in Article 12 shall apply to the workings of the Branch's General Assembly. However, the Ordinary Associations Branch General Assembly must meet at least 30 days before the Association's Ordinary General Assembly. The Board of Directors of the Association has the power to call the Branch General Assembly to an extraordinary meeting at any time. In this event, the Association's Board of Directors may determine the branch General Assembly's Agenda

2. Branch Board of Directors: The Branch's Board of Directors shall consist of five members and three alternates. Provided that the provisions of this article concerning the Branch Board of Director's duties, authorities and rules of operation, reserved, the provisions concerning the Board in the Articles of Association shall be applied to the Branch's Board of Directors.

a. The duties of the Branch Board of Directors:

· To represent the Branch

· To operate the Branch in accordance with the principles and basics determined and set by the Association's Board of Directors' instructions

· To organize locally those activities seen fit to be carried out by the Association's Board of Directors

· To arrange activities among the Branch members

· To ensure that the Branch maintains the necessary books and records

· To carry out the other duties designated by the Articles of Association

b. The Branch's Board of Directors shall meet at the headquarters of the Branch

c. Accepting new members and terminating existing members shall be within the powers of the Association's Board of Directors provided that the view of the Branch's Board of Directors shall be obtained.

d. Contacts and correspondence with real and legal persons on behalf of the Association shall be carried by the Association's Board of Directors.

e. The decisions at Article 15, paragraphs A), B), C) and D) are exactly valid to the Branch Board also.

3. Branch's Audit Board: Shall consist of three members and three alternates selected by the Branch's General Assembly

The Articles of Association governing the Auditing Board of the Association shall also apply to the Branch's Audit Board.

C. Activities of the Branches:

The branches are free to carry out all activities within their budget which will be approved in the General Assembly of the Association and which are not against the general strategies established by the Association's Head Office.

The revenues collected from these activities are deposited in a special bank account opened by the head office. The collections of membership fees and other types of collections are deposited in this bank account and the disbursements are made from this bank account. The Head Office may authorize members of the branches to draw and deposit funds from this account.

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