Corporate

Charter

MAVİ MARMARA ASSOCIATION FOR FREEDOM AND SOLIDARITY CONSTITUTION

Name and Headquarters of the Association

Article 1 - The name of the association is “MAVİ MARMARA ASSOCIATION FOR FREEDOM AND SOLIDARITY.” The short name of the association is “MAVİ MARMARA.” The headquarters of the association is in Istanbul. The association can open branches both domestically and internationally.

Purpose of the Association and Activities to be Carried Out to Achieve This Purpose

Article 2 - The association stands against all forms of injustice and oppression anywhere in the world. It fights against all policies that render people in need of material and spiritual aid. Representing the common conscience of the world, it stands in solidarity with every individual and institution in economic, legal, cultural, and social areas. It provides material and moral support to those affected by wars, occupations, injustices, or natural disasters. It aims to spread the feelings of brotherhood, compassion, cooperation, and solidarity globally to ensure justice prevails worldwide.

Activities to be Carried Out by the Association

  • Facilitate communication and solidarity among participants of the Freedom Flotilla for Gaza and those who were on the Mavi Marmara ship during the Israeli attack on May 31, 2010.
  • Organize trips, events, sports, cultural, educational, and social programs, camps, sports competitions, tournaments, festivals, commemorations, exhibitions, picnics, visits, bazaars, raffles, festivals, concerts, protests, competitions, and national and religious celebrations both domestically and internationally.
  • Encourage and assist in establishing all kinds of service and aid units needed by members and anyone operating in line with the association’s goals. Organize in-service training programs to make members more active and efficient. Form clubs, commissions, committees, and working groups. Conduct studies and research directly or through intermediaries on the association's goals and activities.
  • Organize educational activities such as courses, seminars, conferences, and panels to enhance and develop its activities.
  • Obtain all necessary information, documents, and publications, create a documentation center, and publish newspapers, magazines, books, and newsletters to inform members and publicize its activities.
  • Provide a healthy working environment, acquire all necessary technical equipment, fixtures, and stationery.
  • With the necessary permits, conduct promotional and fundraising activities and accept donations from domestic and international sources.
  • Accept donations in kind and cash, collect sacrificial animals and meat within the framework of the Law on Fundraising, provided the necessary permissions are obtained.
  • Establish and operate economic, commercial, and industrial enterprises to generate the income needed to achieve its goals. Employ necessary personnel and cooperate with other established institutions and foundations.
  • Acquire, sell, rent, lease, and establish real rights on movable and immovable properties required for the association's activities.
  • Establish a foundation, form or join a federation if deemed necessary, and establish facilities that associations are permitted to form with the necessary permissions.
  • Engage in international activities, join foreign associations or organizations, and carry out joint projects with these organizations or cooperate on a project basis.
  • Receive and provide financial assistance from and to other associations, trade unions, and professional organizations with similar purposes.
  • With the necessary permissions and within the framework of the Law on Associations and Foundations, carry out joint projects with public institutions and organizations on subjects within their fields of duty.
  • Open branches and representative offices where deemed necessary.
  • Form platforms with other associations, foundations, unions, and similar civil society organizations to achieve a common goal in areas related to the association's purposes and not prohibited by law.
  • Protect and provide all kinds of aid to the poor, needy, orphans, widows, street children, refugees, and those stranded, regardless of age. Establish facilities such as nursing homes, shelters, soup kitchens, slaughterhouses, nurseries, guesthouses, temporary and permanent settlements, social purpose stores, and other facilities to contribute to this goal, operate food banking, and provide all kinds of in-kind and cash assistance to such institutions.
  • Provide material and moral assistance to victims of all kinds of disasters, including floods, earthquakes, fires, and landslides in our country and other countries. Prepare teams for assignment during disasters and keep necessary supplies ready.
  • In extraordinary situations like natural disasters and wars, establish civil search, rescue, repair, and other teams for the benefit of society. Provide all kinds of opportunities and conditions for the training, organization, and preparedness of these teams.
  • Provide food, clothing, cleaning supplies, employment assistance, fuel, rent, shelter, housing, and home furnishings to those in need.
  • Establish dormitories, courses, libraries, institutes, scientific research and development centers, and study centers under the relevant legislation, and provide material and moral assistance to students and researchers in need both domestically and internationally. Provide material and moral support to needy students seeking pre-associate, undergraduate, postgraduate, and language education in different countries.
  • Conduct educational activities within the framework of national and spiritual values.
  • Establish sports fields, sports halls, and camping centers outside residential areas under the relevant legislation.
  • Conduct studies to raise public awareness on subjects related to the association's field of activity, publish scientific research, and provide information to the public. Cooperate with other institutions and organizations when necessary, such as universities and specialized institutions. Cooperate with all international and national aid institutions and organizations, particularly the United Nations, to implement projects, contribute to the provision, transportation, and distribution of products, observe, and report on these activities.
  • Present the association’s purpose and activities to the public through written, visual, and auditory publications. Produce and participate in media programs aimed at the target audience, produce or commission printed, audio, or visual publications, as well as cultural and artistic activities such as newspapers, magazines, bulletins, cinema films, TV films, advertising films, and theatrical works. Utilize the internet for activities aimed at achieving its purpose. Issue statements and declarations on behalf of the association, and publish newspapers, magazines, bulletins, etc.

Field of Activity

The association operates in the fields of culture, art, environment, health, social services, education, and human rights.

Membership Rights and Procedures

Article 3 - Every real and legal person who adopts the association's goals and principles, accepts to work in this direction, and meets the conditions stipulated by the legislation has the right to become a member of this association. However, foreign real persons must have the right to reside in Turkey to become a member. This condition is not required for honorary membership. Membership applications made in writing to the association presidency are decided by the board of directors within a maximum of thirty days and the result is notified in writing to the applicant. The accepted member is registered in the book kept for this purpose. The founding members of the association and those accepted as members by the board of directors upon their application are the principal members of the association. Those who have provided significant material and moral support to the association can be accepted as honorary members by the decision of the board of directors. When the number of branches of the association reaches three, the membership records of those registered at the central office are transferred to the branches. New membership applications are made to the branches. Membership acceptance and deletion processes are carried out by the branch boards of directors and notified to the General Headquarters in writing within a maximum of thirty days.

Right to Resign from Membership

Article 4 - Any member has the right to resign from the association by notifying in writing. The resignation process is considered completed once the resignation petition reaches the board of directors. Resignation from membership does not end the member's accumulated debts to the association.

Dismissal from Membership and Loss of Membership

Article 5
A) Situations requiring dismissal from association membership:

  • Acting contrary to the association's constitution,
  • Constantly avoiding assigned tasks,
  • Failing to pay the membership fee for the last six months,
  • Not complying with the decisions of the association's organs,
  • Losing the conditions for membership,
  • Not participating in association activities

In the case of the determination of any of the above situations, the member may be dismissed from membership by the decision of the board of directors.

B) Loss of association membership:

  • Death of the member,
  • Resignation,
  • Loss of legal capacity,
  • Emergence of legal obstacles to membership or loss of legal conditions for membership,
  • Failure to pay the membership fee within 30 days despite written notice

Members who resign or are dismissed are deleted from the membership register and cannot claim any rights on the association's assets.

Association Organs

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

  • General Assembly,
  • Board of Directors,
  • Supervisory Board

Establishment, Meeting Time, Call, and Meeting Procedures of the General Assembly

Article 7 - The general assembly is the highest decision-making body of the association, consisting of registered members and, when the number of branches reaches three, the natural delegates of the branches and the delegates elected by the members registered in the branches. The general assembly:

  • Holds regular meetings at the time specified in this constitution,
  • Holds extraordinary meetings within thirty days when deemed necessary by the board of directors or the supervisory board or upon the written request of one-fifth of the association members.

The ordinary general assembly meets every three years in June, on the day, place, and time determined by the board of directors. The 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, upon the application of one of the members, the magistrate assigns three members to call the general assembly to the meeting.

Meeting Procedure

The general assembly meets with the majority of the members entitled to attend, and with two-thirds in cases of amendment of the constitution and dissolution of the association; if the majority is not achieved, the second meeting is held without seeking the majority. However, the number of members attending this meeting cannot be less than twice the total number of members of the board of directors and supervisory board. The list of members entitled to attend the general assembly is available at the meeting place. Official identification documents issued by the authorities are checked by the board of directors or the officials assigned by the board of directors for members entering the meeting place. Members sign their names against the prepared list by the board of directors to enter the meeting place. If the quorum is achieved, it is recorded with a minute and the meeting is opened by the president of the board of directors or a member of the board of directors assigned by the president. If the quorum is not achieved, a minute is prepared by the board of directors. After the opening, a chairman, enough vice-chairmen, and clerks are elected to form the chairing committee. In the elections for the association's organs, it is obligatory to show identification and sign against the name on the attendance list before the chairing committee. The chairperson of the meeting is responsible for managing the meeting and ensuring security. Only the items on the agenda are discussed at the general assembly. However, it is mandatory to add topics to the agenda upon the written request of one-tenth of the members present at the meeting. Each member has one vote at the general assembly; members must use their vote personally or by proxy. Honorary members can attend general assembly meetings but cannot vote. In the case of a legal entity being a member, the chairperson of the legal entity's board of directors or a person appointed to represent the legal entity votes. Members who have not paid their dues cannot vote until they complete their payments. Topics discussed and decisions made at the meeting are recorded in a minute and signed jointly by the chairperson and clerks. At the end of the meeting, the minute and other documents are delivered to the president of the board of directors. The president of the board of directors is responsible for protecting these documents and handing them over to the newly elected board of directors within seven days.

Voting and Decision-Making Procedures of the General Assembly

Article 8 - Unless otherwise decided, elections for the members of the board of directors and supervisory board are conducted by secret ballot, and other decisions are made by open voting. Secret votes are collected by members after marking their preferences on papers or ballots stamped by the meeting chairman, placing them in an empty container, and counting them openly after the voting ends. In open voting, the method specified by the general assembly chairman is used. Decisions of the general assembly are made by the absolute majority of the members attending the meeting. However, decisions regarding amendments to the constitution and dissolution of the association require a two-thirds majority of the members attending the meeting.

Duties and Authorities of the General Assembly

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

  • Election of the association's organs,
  • Amendments to the association's constitution,
  • Discussion of the reports of the board of directors and supervisory board and the release of the board of directors,
  • Discussion and approval of the budget prepared by the board of directors, with or without amendments,
  • Supervision of other organs of the association and dismissal of them for justified reasons if deemed necessary,
  • Examination and decision on objections to the decisions of the board of directors regarding the refusal or dismissal of membership,
  • Authorization of the board of directors to purchase immovable property required for the association or sell existing immovable property,
  • Examination and approval of the regulations prepared by the board of directors regarding the association's activities, with or without amendments,
  • Determination of the fees, allowances, travel, and compensation to be paid to the president and members of the board of directors and supervisory board who are not public officials, and the daily allowances and travel expenses to be paid to the members to be assigned for the association's services,
  • Decision on the association joining and leaving federations and authorizing the board of directors on this matter,
  • Decision on opening branches of the association and authorizing the board of directors on this matter,
  • Decision on international activities of the association, joining or leaving foreign associations and organizations,
  • Establishment of a foundation by the association,
  • Dissolution of the association,
  • Examination and decision on other proposals of the board of directors,
  • Execution of other duties and use of powers not assigned to another organ of the association as the highest authority of the association,
  • Execution of other duties specified by the legislation for the general assembly.

Formation, Duties, and Authorities of the Board of Directors

Article 10 - The board of directors is elected by the general assembly as nine principal and nine substitute members. At its first meeting after the election, the board of directors divides the tasks by a resolution and designates the president, vice president, secretary, treasurer, and member. The board of directors can be called to a meeting at any time, provided that all members are notified. It meets with the majority of the total number of members plus one. Decisions are made by the absolute majority of the members attending the meeting. If a vacancy occurs in the principal membership of the board of directors due to resignation or other reasons, it is mandatory to call substitute members to duty according to the order of the votes received at the general assembly.

Duties and Authorities of the Board of Directors

The board of directors performs the following duties:

  • Representing the association or authorizing one of its members or a third person for this purpose,
  • Conducting transactions related to income and expenses and preparing the budget for the next term to present to the general assembly,
  • Preparing regulations related to the association's activities and presenting them to the general assembly for approval,
  • Purchasing immovable property, selling movable and immovable property belonging to the association, constructing buildings or facilities, making lease agreements, establishing pledges, mortgages, or real rights in favor of the association with the authority granted by the general assembly,
  • Carrying out procedures for opening branches with the authority granted by the general assembly,
  • Supervising the branches of the association and dismissing branch boards of directors for justified reasons if deemed necessary,
  • Opening representative offices where deemed necessary,
  • Implementing the decisions made at the general assembly,
  • Preparing the operating account table or balance sheet and income statement explaining the activities of the board of directors at the end of each fiscal year and presenting them to the general assembly when it convenes,
  • Ensuring the implementation of the budget,
  • Deciding on the admission or dismissal of members,
  • Making and implementing all kinds of decisions within its authority to achieve the association's goals,
  • Performing other duties and using authorities granted by the legislation.

Formation, Duties, and Authorities of the Supervisory Board

Article 11 - The supervisory board is elected by the general assembly as three principal and three substitute members. If a vacancy occurs in the principal membership of the supervisory board due to resignation or other reasons, it is mandatory to call substitute members to duty according to the order of the votes received at the general assembly.

Duties and Authorities of the Supervisory Board

The supervisory board audits whether the association operates in line with the purposes specified in the constitution and the activities mentioned to achieve these purposes, whether the books, accounts, and records are kept in accordance with the legislation and the association’s constitution, and whether the principles and procedures determined in the association’s constitution are followed. It conducts audits at intervals not exceeding one year and presents the audit results to the board of directors and the general assembly when it convenes. The supervisory board calls the general assembly to a meeting if deemed necessary.

Sources of Income of the Association

Article 12 - The sources of income of the association are listed below:

  • Membership fees: The board of directors is authorized to determine the entry fee and monthly or annual membership fees from members.
  • Branch dues: To cover the general expenses of the association, 10% of the membership fees collected by the branches are sent to the general headquarters at the end of each financial calendar year.
  • Donations and aid made voluntarily by real and legal persons to the association,
  • Income from activities such as tea and dinner meetings, trips, entertainment, representation, concerts, sports competitions, and conferences organized by the association,
  • Income obtained from the association’s assets,
  • Donations and aid to be collected following the provisions of the legislation on fundraising,
  • Income from commercial activities initiated to achieve the association's purposes,
  • Other incomes.

Registration Procedures

Article 13 - The books and records of the association are kept following the methods and principles specified in the Association Regulations.

Books to be Kept

Article 14: Books to be Kept in the Association

a) Books to be kept based on the operating account and the principles to be followed are as follows:

  • Resolution Book: Resolutions of the board of directors are written in this book in order of date and number and signed by the members attending the meeting.
  • Member Registration Book: The identity information of the members who join the association, the dates of entry and exit from the association are recorded in this book. The amounts of entrance and annual dues paid by the members can also be recorded in this book.
  • Document Registration Book: Incoming and outgoing documents are recorded in this book with date and serial number. The originals of incoming documents and copies of outgoing documents are filed. Documents received or sent via electronic mail are kept by printing them out.
  • Inventory Book: The acquisition date and method, places where used, and the dates of disposal of fixed assets belonging to the association are recorded in this book.
  • Operating Account Book: Incomes received and expenses made on behalf of the association are recorded in this book clearly and regularly.
  • Receipt Book Registration Book: The serial and sequence numbers of receipt books, the names, surnames, and signatures of the persons receiving and returning these documents, and the dates they received and returned are recorded in this book.

b) Books to be kept based on the balance sheet and the principles to be followed are as follows:

  • The books listed in subsections 1, 2, 3, and 6 of paragraph (a) are also kept when books are maintained based on the balance sheet.
  • Journal, General Ledger, and Inventory Book: The method of keeping these books and the manner of recording are carried out according to the principles specified in the Tax Procedure Law and the General Communiqués on Accounting System Implementation issued by the Ministry of Finance pursuant to this Law.

Article 15: Certification of Books

In the association, books that must be kept are certified by the provincial associations directorate or notary public before they are used. These books are continued to be used until their pages are exhausted, and interim certification of the books is not done. However, books kept based on the balance sheet and books with forms or continuous form sheets must be recertified each year in the last month before the year they will be used.

Article 16: Preparation of Income Statement and Balance Sheet

If records are kept based on the operating account, the "Operating Account Table" (specified in Appendix-16 of the Association Regulations) is prepared at the end of the year (December 31). If records are kept based on the balance sheet, the balance sheet and income statement are prepared at the end of the year (December 31) based on the General Communiqués on Accounting System Implementation issued by the Ministry of Finance.

Article 17: Receipt Documents

Receipt documents used for the collection of the association's income are printed by the decision of the board of directors in the format and size specified in Appendix-17 of the Association Regulations. The printing and control of receipt documents, their receipt from the printer, registration in the book, transfer between the old and new treasurers, and the use of these receipt documents by the persons authorized to collect income on behalf of the association, and the delivery of collected income are carried out according to the relevant provisions of the Association Regulations.

Article 18: Authorization Certificate

Persons who will collect income on behalf of the association are determined by the decision of the board of directors, specifying the duration of their authorization. An "Authorization Certificate" (sample shown in Appendix-19 of the Association Regulations), containing the clear identity, signature, and photographs of the persons who will collect income, is prepared in three copies by the association and approved by the president of the board of directors. One copy of the authorization certificates is given to the associations unit. Changes related to the authorization certificate are notified to the associations unit by the president of the board of directors within fifteen days. Persons authorized to collect income on behalf of the association can start collecting income only after one copy of their authorization certificates has been delivered to the associations unit. The use, renewal, return, and other matters related to the authorization certificate are carried out according to the relevant provisions of the Association Regulations.

Article 19: Retention Period of Income and Expense Documents

Except for the books, receipt documents, expenditure documents, and other documents used by the association are kept for five years in accordance with the sequence and date order in which they were recorded in the books, provided that the periods specified in special laws are reserved.

Article 20: Internal Audit of the Association

Internal audit can be conducted in the association by the general assembly, board of directors, or supervisory board, as well as by independent auditing firms. The fact that an audit has been carried out by the general assembly, board of directors, or independent auditing firms does not remove the obligation of the supervisory board. The supervisory board conducts an audit of the association at least once a year. The general assembly or board of directors may conduct audits or have audits conducted by independent auditing firms if deemed necessary.

Article 21: Borrowing Procedures of the Association

If needed to achieve the association's goals and carry out its activities, the board of directors can decide to borrow. This borrowing can be in the form of purchasing goods and services on credit or in cash. However, this borrowing cannot be in amounts that the association's income sources cannot cover and cannot put the association in financial difficulty.

Article 22: Establishment of Branches of the Association

The association can establish branches with the decision of the general assembly in places deemed necessary. For this purpose, the founding committee of at least three persons authorized by the board of directors submits the branch establishment notification and necessary documents specified in the Association Regulations to the highest administrative authority of the place where the branch will be opened.

Article 23: Duties and Authorities of Branches

Branches are internal units of the association that do not have legal personality, operate autonomously in line with the association's purposes and service areas, and are responsible for all their transactions and obligations arising from them.

Article 24: Organs of Branches and Provisions to be Applied to Branches

The organs of the branch are the general assembly, board of directors, and supervisory board. The general assembly consists of the registered members of the branch. The board of directors consists of five principal and five substitute members, and the supervisory board consists of three principal and three substitute members, elected by the branch general assembly. The duties and authorities of these organs and other provisions related to the association in this constitution are also applied to the branches within the framework of the legislation.

Article 25: Meeting Time of Branch General Assemblies and Representation in the General Assembly of the General Headquarters

Branches must complete their ordinary general assembly meetings at least two months before the general assembly meeting of the general headquarters. The ordinary general assembly of branches meets every three years in March, on the day, place, and time determined by the branch board of directors. Branches must notify a copy of the general assembly result report to the local administrative authority and the general headquarters of the association within thirty days following the meeting. Branches are represented in the general assembly of the general headquarters by elective and natural delegates. The presidents of the branch boards of directors and supervisory boards are natural delegates, and for every twenty (20) members registered in the branch, one (1) delegate, and if the remaining number of members is more than 10 or less than 20 in total, one delegate is elected as an elective delegate to represent the branch in the general assembly of the general headquarters. The delegates elected at the last branch general assembly attend the general assembly of the general headquarters. Members of the general headquarters' board of directors and supervisory board attend the general assembly of the general headquarters but cannot vote unless elected as delegates on behalf of the branch. Those serving on the board of directors or supervisory board of branches resign from their branch duties when elected to the board of directors or supervisory board of the general headquarters.

Article 26: Opening of Representation Offices

The association can open representation offices to carry out its activities where deemed necessary by the decision of the board of directors. The address of the representation office is notified in writing to the local administrative authority by the person or persons appointed as representatives by the decision of the board of directors. Representation offices are not represented in the general assembly of the association. Branches cannot open representation offices.

Article 27: Amendment of the Constitution

Amendments to the constitution can be made by the decision of the general assembly. To amend the constitution, a two-thirds majority of the members entitled to attend and vote in the general assembly is required. If the majority is not achieved, the second meeting is held without seeking the majority. However, the number of members attending this meeting cannot be less than twice the total number of members of the board of directors and supervisory board. The decision majority required for the amendment of the constitution is two-thirds of the votes of the members entitled to attend and vote at the meeting. Voting on the amendment of the constitution is done openly in the general assembly.

Article 28: Dissolution of the Association and Liquidation of Assets

The general assembly can decide on the dissolution of the association at any time. To discuss the issue of dissolution in the general assembly, a two-thirds majority of the members entitled to attend and vote is required. If the majority is not achieved, the second meeting is held without seeking the majority. However, the number of members attending this meeting cannot be less than twice the total number of members of the board of directors and supervisory board. The decision majority required for the dissolution of the association is two-thirds of the votes of the members entitled to attend and vote at the meeting. Voting on the dissolution decision is done openly in the general assembly.

Liquidation Procedures

When the general assembly decides on dissolution, the liquidation of the association's money, property, and rights