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THIS IS THE BYLAW OF MISAD - HEAT TREATMENT INDUSTRIALISTS ASSOCIATION - NAME AND HQ OF THE ASSOCIATION

Article 1. Name of the Association: “HEAT TREATMENT INDUSTRIALISTS ASSOCIATION ‘’ Abbreviation of the name of the association is MISAD. The head quarter of our association is located in Istanbul; and it has no branch.

OBJECTIVE AND FIELD OF ACTIVITY OF THE ASSOCIATION:

Article 2.  The association was established by the legal entities providing heat treatment service for the local and international metal manufacturing industry and which have heat treatment field within themselves and providing service for heat treatment sector; and natural persons who are the members of these establishments.

The objective of Heat Treatment Industrialists’ Association (MISAD) which will operate for the development and growth of the metal manufacturing industry is to ensure cooperation, solidarity and information sharing among the members in professional, technical, commercial, legal, cultural and administrative matters.

Heat Treatment Industrialists Association represents all industrialists operating in the Heat Treatment industry in Turkey.

Study Topics and Methods To Be Carried By the Association

1.            The objectives of our association are to meet the needs of the industry in terms of metal heat treatment of our country’s industry and increase the customer satisfaction to the utmost level;

2.            1. To ensure mutual contribution and cooperation by bringing Heat Treatment Industrialists;

3             To carry out necessary activities before related authorities in order to exportation and changing development-preventive aspects of any cost-increasing and time-consuming matters such as fee, tax, fund, image, bureaucracy and documentation, challenges-in application, etc. which prevent development and exportation in Heat Treatment Industry by conducting reviews on them;

4.            To examine the technological opportunities, developments, technical information and administrative applications and provide information sharing about them among members;

5.            To follow the developments in world heat treatment sector and transmit them with the members by organizing meetings and seminars; To establish relations with other establishments in the industry and ensure the participation of our members into the seminars and meetings which have been organized by these establishments;

6             To promote the participation to the International Fairs and Seminars with the aim of introducing the opportunities provided by the Metal Heat Treatment Industry;

7.            To help international competition power of the Turkish economy be supported with qualified work force;

8.            To help member companies employ qualified personnel according to their employment needs;

9.            To cooperate with the Ministry of National Education, Universities and Private Education Institutes with the aim of providing qualified workforce needed in our industry at any level, notify information and opinion about qualifications expected by education programs and our industry;

10.          To ensure increase in heat treatment and product quality in parallel with more and active use of technological opportunities by solving the problems about education;

11.          To notify the members and related authorities about the information and opinions they are in need of in our industry, to encourage and support for R&D activities before our members and universities;

12.          To provide necessary aids and make recommendations by cooperating with public authorities and other organizations regarding the works related with Heat Treatment;

13.          To inform out members about international standards and industrial standards and be a guidance in this matter;

14.          To know public and private industry companies operating in Metal industry, to share information and organize technical visits to factories in order to gain different points of view;

15.          To establish cooperation opportunities with local and foreign companies for our members and encourage our members to act collectively for this matter in order to increase sales and export potential of our members by preventing challenges in supply of all materials used in the industry and price instability;

16.          To take step and continue reasonable energy supply activities for our members based on tariff differences applied in many European countries for industrial incentive for various heat treatment facilities consuming energy at intense level;

17.          To conduct activities of Heat Treatment industry for true and reliable information obtaining across Turkey, carry our researches to provide both public authorities and members with regular statistical information;

18.          To provide opportunity for exchange of ideas and cooperation organizations between the members in order to prevent waste of resources in new establishments and enterprises of the members and ensure benefiting from knowledge and experience within the period elapsed to help true and healthy enterprises be created;

19.          To investigate new national and international markets, offer incoming demands to the service of our members and raise awareness in credit facilities and opportunities to be provided to our member enterprises;

20.          To research for environmental problems and raise awareness of our members by offering solution recommendations;

21.          To have catalogs, technical publications, news bulletins prepared in order to introduce our association and send them to members, public authorities, universities and similar organizations;

22.          To become expert during preparation of laws and bylaws on heat treatment industry and carry out studies to protect heat treatment against such laws and bylaws;

23.          To make contribution to the firms operating in heat treatment industry to solve the technical problems and conflicts with the third persons

24.          The association may bring legal proceedings in cases which may prevent achievement of purposes and performance of activities and if deemed necessary by the Board of Directors.

25.          It cooperates with similar national and international associations and federations or becomes a member by the decision of the General Assembly.

26.          It organizes fairs and exhibitions in the country and abroad or has them organized.

27.          It establishes foundations and economic enterprises and/or participates in those established.

28.          Representations can be launched.

FIELD OF ACTIVITY OF THE ASSOCIATION

The association operates locally and internationally for the matters which are in the scope of its activity.

Article 3. Natural or legal entity who has the capacity to act, adopts and accepts to operate in line with the objective and principles of the association and meets the requirements specified by the Legislation and provides service in metal heat treatment industry has the right to be a member of this association.

However, in order for foreign natural/legal entities to be a member, they are required to have a right to live in Turkey or have a legation in Turkey.

This requirement is not applied for the honorary membership.

The membership application to be realized to the Directorate of Association in written form is concluded as either acceptance or rejection for the membership within thirty days maximum by the board of directors of the association and the result is announced to the applicant in written form.

The member whose application has been accepted is registered to the book to be drawn for this aim.

Full members of the association are the people who have been accepted for the membership by the board of directors upon their application with the founders of the association.

People who have significantly contributed to the association materially and morally can be accepted as honorary members upon the decision of the board of directors.

RESIGNATION

Article 4. Any member cannot be forced to remain member in the association and each member have right to resign. Each member may resign provided that they fulfill their financial obligations of the time elapsed in the previous and current years and make written declaration to the Board of Directors. Membership terminates with written resignation of the member, discharge from the company where he/she is operating in or member change demand of the company.

BEING EXPELLED

Article 5. Situations requiring any member to be expelled from the association membership.

1.            Not behaving in compatible with the association bylaw,

2.            Avoiding from the duties appointed,

3.            Not paying the subscription within 12 (twelve) months despite of the written warnings,

4             Not being in compatible with the decisions made by the association bodies,

5.            Not meeting the requirements of being a member,

If any situation aforementioned is detected, the person is expelled from the membership by a decision of board of directors.

Persons who resigned or are expelled from the membership are removed from the member registry book and they cannot demand any right from the association property.

The member who learns the decision and is notified about the decision upon the written notification sent to her/him may reject this decision at the first General Meeting of the association.

The decision of the General Assembly in this matter is final.

THE FORM OF DETERMINING THE ADMISSION AND ANNUAL FEE FOR MEMBERSHIP

Article 6. Members pay admission fee for once only. Amount of annual fee is determined according to the budget to be approved by the General Assembly each year. In addition, members must pay the first admission contribution and expenses contribution fee to be determined by the general assembly within dates determined by the general assembly. For delayed payments, delay interests determined by the general assembly are collected.

BODIES OF THE ASSOCIATION

Article 7. The bodies of the association are as follows:

1.            General Assembly,

2.            Board of Directors,

3.            B Auditors Board oard of Directors

4.            Board of Advisors

FORM - TIME, PLACE AND PROCEDURE OF GENERAL MEETING

Article 8. The General Assembly is the most authorized decision-making body of the association and it consists of the members registered to the association. General Assembly;

1.            Ordinary at the time specified in this bylaw,

2.            Extraordinary meeting is called when considered necessary by the board of directors or supervisors or upon the written application of one fifth of the association members. If the Board of Directors does not call the General Assembly for meeting; justice of peace appoints three members to call the General Assembly for meeting upon the application of any member.

Ordinary General Assembly gathers every other year within May on a day and at a time to be specified by the Board of Directors.

Procedure of Calling

The Board of Directors draws the list of the members who have the right to participate in the General Assembly in accordance with the Association Bylaw.

The members who have right to participate in the General Assembly are called for the meeting before thirty five days minimum upon the notification of the day, time, place and agenda of the meeting on one or more gazettes, or by written notification or by notified by an e-mail or telephone number which are provided by the member or via local broadcast media.

This call includes the information about the date, time and place of the second meeting in case of that the meeting is not realized because of not constituting the quorum.

The period between the first and second meeting cannot be less than seven days and more than sixty days.

If the meeting is canceled because of any reason other than not constituting the quorum, the members are informed about this situation in accordance with the procedure of the call made for the first meeting by including the reasons of the cancellation.

The second meeting is required to be realized within sixth month maximum following the cancellation date.

The members are called for the second meeting in accordance with the principles specified in the first paragraph.

General meetings cannot be adjourned more than once.

Procedure of Meeting

The General Assembly gathers upon the absolute majority of the members who have the right to participate; and it gathers upon the two out of the three of the members in the events of bylaw amendment and termination of the association. In the event that the meeting is postponed due to lack of majority, majority is not sought at the second meeting.

However, the number of members attending this meeting may not be less than twofold of the total number of members of the executive and auditing boards.

The list of the members who have the right to participate in the General Assembly is kept available at the meeting place.

The identity cards of the members to enter to the meeting place which have been provided by the authorities are checked by the members of Board of Directors or the officials to be appointed by the Board of Directors.

The members can enter to the meeting place after signing the field on the list drawn by the Board of Directors.

If the minimum number is ensured for the meeting, it is determined by a report and the meeting is opened by the chairperson of the Board of Directors or a member of Board of Directors to be appointed by the Chairperson.

If the minimum number for the meeting is not ensured, then a report is drawn by the Board of Directors.

After the opening of the meeting, a Board of Council is created by electing a chairperson to conduct the meeting and deputy chairperson and clerk in adequate numbers.

The members who will vote for the elections of Association organs are required to show their identities to The Board of Council and sign to the field across their names on the participants list.

Chairperson of the Council is responsible for chairing the meeting and ensuring the security.

Only the agenda topics are discussed in the General Assembly.

However, it is required to include matters which are requested by at least one tenth of the members attending at the meeting to be discussed.

Each members have one vote right in the General Assembly and each member is required to exercise her or his vote personally.

 

Honorary members can participate in the General Assembly; however, they cannot vote.

If a legal entity becomes a member, the chairperson of board of directors of the legal entity or the person whom the legal entity appointed for the representation exercise the right to vote.

Topics negotiated and decisions taken are documented by a report and signed by the chairperson of the Council and accountants.

At the end of the meeting, the reports and the other documents are delivered to the chairperson of Board of Directors.

The chairperson of the Board of Directors is liable for protecting such documents and transmitting them to the new Board of Directors within seven days.

Voting and Decision-Taking Procedures of the General Assembly

Article 9. Voting in the general meeting is made as open ballot unless otherwise required. The method to be specified by the Chairman of the General Assembly is used in the open ballot.

In case of secret ballot, the papers sealed by the chairperson of the meeting or ballot papers are thrown into an empty box by the members after realizing the necessary steps and after the voting, the open count is realized and the results are revealed.

General Assembly decisions are taken by the absolute majority of the members participating in the meeting.

Decisions on the amendment of the bylaw and termination of the association can only be taken by the majority of two out of three of the members participating in the meeting.

TASKS AND AUTHORITIES OF THE GENERAL ASSEMBLY

Article 10.  Following matters are discussed and resolved at the General Meeting:

1.            Election of the association bodies,

2.            Executive and auditing board reports and discussing final accounts,

3.            Acquaintance of executive and auditing boards,

4.            Detecting the amount and payment periods of budget, annual contribution, admission contribution, contribution margins and dues prepared by the Board of Directors,

5.            Detecting the procedure to be applied in case of delayed payments,

6.            Authorizing the Board of Directors for acquisition of real estate by the association and sales of real estates acquired,

7.            Authorizing the Board of Directors within the limits so that the association can get into debt when necessary.

8.            Amendment of the association bylaw,

9.            Making necessary modifications in the bylaw by determining rules related to opening, functioning of branches and representations in the general assembly,

10.          Participate in or leave from the federation,

11.          Carrying out international activities, participating in or leaving from foreign associations or organizations as member,

12.          Termination of the association,

13.          Taking final decisions related to admission to and discharge from the association membership,

14.          Fulfilling other tasks determined in the bylaw and association bylaw by the general assembly.

General Assembly inspects other bodies of the association and expel them from their duties under the right reasons.

General Assembly take the final decision on the acceptance for the membership and discharging from the membership.

It carries out the tasks which are not appointed to the other organs, as the most authorized organ of the association.

ORGANIZATION, AUTHORITY AND TASKS OF BOARD OF DIRECTORS

Article 11. Board of Directors consists of 7 full and 7 reserve members.

Members of the Board of Directors are elected by the general assembly among representatives of a real person or legal person with secret voting to serve for two years.

The board of Directors specifies the chairperson, deputy chairperson, accountant, secretary general and members among its own members for two years.

In case of vacancy in full memberships, reserve members are called for the task according to voting order or list order.

In case of equal votes, drawing is applied.

This member completes the term of the member for whose tasks he or she has been appointed.

In case of resignation or any vacancy for any other reason from the full membership of the Board of Directors, the members are required to be called for the duty in accordance with the order they are voted for.

The members who have been resigned or whose period is done can be re-elected.

Tasks and Authorities of The Board of Directors

The Board of Directors realizes the following points.

1.            Representing the association or authorizing any or more members for representation,

2.            Carrying out the process for income and outcome accounts, drawing the budget for the following term and presenting it to the general assembly,

3.            Drawing the bylaws for the activities of the association and presenting them to the approval of the general assembly,

4.            Purchasing immovables, selling movables and immovables of the association, constructing building or facility, establishing release agreements and establishing mortgages or real rights for the association,

5.            Ensuring to open representations when necessary,

6.            Applying the decisions taken in the general assembly,

7.            Drawing the activity account table or balance-sheet and income table of the association and the report on the activities of the board of directors at the end of each activity year; and presenting them to the general assembly in the meeting,

8.            Ensuring the budget is applied.

9.            Taking decisions on accepting or expelling from the membership of the association.

10.          Taking and applying any decision to realize the purpose of the association,

11.          Carrying out the other tasks appointed by the bylaw and using the authorizations,

AUDITORS BOARD’S TASKS AND AUTHORITIES-INTERNAL AUDIT FORM

Article 12. In general assembly, an auditing board consisting of three full and three reserve members are elected for two-year period.

In case of any resignation or vacancy because of any other reason in the full membership in the Auditors Board, the reserve members are required to be called for the task in accordance with the order they are voted in the general assembly.

Duties and Authorities of Auditors Board

Auditing board audits whether the association carries out its activities in accordance with work subjects specified in the bylaw as to be maintained in line with the purposes and realization of the purposes; books, accounts and records are kept in accordance with the bylaw and association bylaw at intervals not exceeding one year as per basis and procedures determined in the association bylaw and submits the audit results to the Board of Directors in report format and to the general assembly when collected.

The Auditors Board can demand a call for the General Assembly to a meeting when necessary.

Article 13 ADVISORY BOARD

Advisory board consists of the members who were the Chairman of the Board of Directors in previous periods.

As required by association affairs, knowledge and experience of them are applied.

Decisions and recommendations feature as advice.

REVENUE SOURCES OF THE ASSOCIATION

Article 14. Income resources of the association are as follows:

1.            First admission contribution, annual contributions and contribution margins, The general assembly is authorized for specifying, increasing or decreasing such amounts.

2.            Donations and aids made by the legal entities and natural persons voluntarily.

3.            Income provided from the activities such as publication, exhibitions, fair, meeting, seminar and conferences

4.            Revenues obtained from assets of the association,

5             donations and assistances to be collected in accordance with provisions of the bylaw about receiving aids.

6.            Incomes provided from the commercial activities of the association which it undertakes to provide the income needed to realize the purpose of the association.

7.            Revenues and donations obtained from foundations, participations and financial companies,

8.            Other Revenues      

Association revenues are obtained in accordance with provisions of the Associations Law and related bylaw.

PROCEDURES AND METHODS TO DRAW BOOK OF THE ASSOCIATION AND THE BOOKS TO BE DRAWN

Article 15. Procedures to draw book;

1.            Revenues of the association are collected with proof of receipts and made with expense documents.

2.            In the event that revenues of the association are collected through banks, documents such as receipt or abstract account issued by the bank are accepted as proof of receipts.

3.            Proof of receipts and expense documents is kept for at least five years. Documents related to matters requiring qualification such as personnel, SSI, Tax are kept until the period to be determined by the Board of Directors.

4.            For publication and use of proof of receipt, related bylaw is followed.

5.            Association books which comply with the current bylaw are used as approved by the Association Unit or notary.

Association keeps the books issued in accordance with the Associations Law no 5253 and specified in the Associations Bylaw as provided in said law and bylaws.

Article 16. AMENDMENT TO THE BYLAW

Bylaw may be amended upon the decision of the general assembly,

In amendment to the bylaw in the general assembly, it is required 2/3 majority of the members who have the right to attend the general assembly and vote.

In the event that the meeting is postponed due to lack of majority, majority is not sought at the second meeting.

However, the number of members attending this meeting may not be less than twofold of the total number of members of the executive and auditing boards.

Quorum required for amendment to the bylaw is 2/3 of the votes of the members who attend the meeting and have the right to vote.

Voting of bylaw amendment in the general meeting is made as open ballot.

Article 17. BORROWING PROCEDURES OF THE ASSOCIATION

If needed, borrowing may be applied with the decision of the Board of Directors in order to accomplish the purpose and carry out the activities of the association.

This borrowing may be on credit in terms of good and service purchase or in cash.

However, this borrowing may not be in amounts which cannot be paid through revenue sources of the association and features which will put the association under financial difficulty.

ARTICLE 18- TERMINATION AND LIQUIDATION PROCESSES OF THE ASSOCIATION

General assembly may always decide to terminate the association.

To discuss the termination matter in general assembly, it is required 2/3 majority of the members who have the right to attend the general assembly and vote.

In the event that the meeting is postponed due to lack of majority, majority is not sought at the second meeting.

However, the number of members attending this meeting may not be less than twofold of the total number of members of the executive and auditing boards.

Decisions on termination are taken with two third majority of attending members.

Liquidation of money, good or rights of the association is made on following basis.

a. Liquidation based on the principles specified in the association bylaw:

Assignment of money, goods and rights of the association is made by the liquidation board consisting of the members of the last Board of Directors.

These processes are started as of the date when the decision of the general assembly on termination or self-termination status is absolute.

In all processes done within the liquidation period, the term “Heat Treatment Industrialists Association in Liquidation Status” is used for the name of the association.

First of all, liquidation board reviews the accounts of the association. Books, proofs of receipt, expense documents, land titles and Bank records and other documents of the association are detected during the review and assets and obligations of the association are written to a minute.

Creditors of the association, if any, are called during liquidation processes and paid by realizing the assets of the association.

In the event that the association is a creditor, receivables are collected from the debtors.

Money and goods remaining after collection of receivables and payment of debts are assigned to an organization decided at the last general meeting.

Following the completion of liquidation and assignment processes of goods and rights of the association, it is required to notify the local authority of the region where the headquarters of the association is located by the liquidation board about the matter with a letter within seven days and add the liquidation minute to this letter.

All processes related to the liquidation are represented in the liquidation minute and liquidation processes are completed within the periods excluding the periods given by local authorities for a reasonable reason.

Members of the last Board of Directors are responsible for keeping the books and documents of the association with the capacity of liquidation board.

This task may be given to a members of the Board of Directors. The period for keeping such books and documents is five years.

b. Liquidation by a court decision : In the event that the form of liquidation is left to the decision of the general meeting according to the bylaw, if a decision is not taken by the general meeting or general assembly could not meet or liquidation processes have not been performed despite of the notification sent to the last Board of Directors, or the association is terminated by a court decision, all money, goods and rights of the association are assigned to the association with the closest purpose and highest number of members on the date when it is closed down in the city upon the court decision.

In such case, liquidation of money, goods of the rights of the association is made in accordance with basis specified in the court decision; and following the liquidation, the matter is notified to related local authority.

Article 19. RELATED BYLAW

In cases not specified in this bylaw, provisions of Associations Law and sections of Civil Law on communities.

Article 20. FOUNDING MEMBERS

Names and surnames of the members who contributed to establishment and operation of the association.

ALTAN ERDOĞAN

BARIŞ TELSEREN

BURHAN YILDIZ

ELİF COŞKUN

HARUN GÜLATMA

KENAN ANIL

ÖZGÜR SAVAŞ ÖZÜDOĞRU

UTKU İNAN

This bylaw consists of 20 (Twenty) articles.