Bylaw
  • Home Page
  • Corporate
  • Bylaw
Corporate

Bylaw

THIS IS THE BYLAW OF MISAD - HEAT TREATMENT INDUSTRIALISTS ASSOCIATION

Article 1. NAME AND HEADQUARTERS OF THE ASSOCIATION

 

 Legal person companies providing direct or indirect heat treatment service for national and international manufacturing industry and people who are connected with such companies established an association under the name of  “MISAD HEAT TREATMENT INDUSTRIALISTS ASSOCIATION”. Abbreviated name of the association is MISAD. Headquarters of the association is in Istanbul, the association has no branch.

Article 2.  ACTIVITY FIELD AND AIM OF THE ASSOCIATION

 

Aim of the Heat Treatment Industrialists Association (MISAD) to operate in Manufacturing Industry is to ensure solidarity and information sharing among the members in cultural, occupational, technical, commercial, legal and administrative matters.

 

Article 3. WORK FIELDS AND STYLES OF THE ASSOCIATION

 

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

Aim of our Association is explained within the framework of following articles in order to meet needs for the service industry of our national industry in heat treatment and increase customer satisfaction to the highest levels:

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

2. 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;

3. To ensure the opportunities to exchange ideas in technology facilities, developments, technical information and administrative implementations among the members;

4. To monitor developments in Heat Treatment industry in the world, and address these developments to the members by organizing meetings and seminars. With the same purpose, to establish relationship with companies operating in the heat treatment industry, and preparing opportunities for our members to participate through seminars and meetings,

5. To encourage for International Fairs and Seminars in order to know facilities and opportunities of the Heat Treatment Industry;

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

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

viii. 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;

1. 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;

2. To notify information and opinions needed in our industry, to encourage and support for R&D activities before our members and universities;

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

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

5. To know public and private industry companies operating in Turkey, to share information and organize technical visits to factories which are our members in order to gain different points of view;

6. 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;

7. 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;

8- To conduct activities of Heat Treatment industry for true and reliable information obtaining across Turkey, provide opportunity to provide both public authorities and members with regular statistical information;

9- 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 th members and ensure benefiting from knowledge and experience within the period elapsed to help true and healthy enterprises be created;

10- 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;

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

12- 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;

13- To become expert during preparation of laws and regulations on heat treatment industry and protect heat treaters against such laws and regulations;

14- To contribute solving disputes to heat treaters in technical problems with third parties.

15- The association may bring legal proceedings in cases which may prevent achievement of purposes and performance of activities and if deemed necessary by the executive board.

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

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

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

19- It may open representation.

Article 4. MEMBERSHIP

In order to become a member of the association, it is required to ;

a.       Be a real or legal person with legal capacity serving in heat treatment industry,

b.      Be major for real persons,

c.     Have 1st degree signature authority or top manager of companies specified in the definition article of this bylaw,

d.     Legal persons that are member of the association are represented by real person or managers who has 1st degree signature authority. Representation authority of representatives who are discharged from the legal person terminates before the association. In such case, legal person appoints a representative bearing same features and notifies this to the association in written. However, provisions for real persons in associations law are applied for representatives of legal person.

e.      Founders of the association, those who serve in executive and auditing boards and people serving in Turkish industry may be given honorary membership with the decision of the executive board. Honorary members do not pay contribution fee and have right to vote. Honorary members may pay contribution at their discretion.

Article 5. ADMISSION TO ASSOCIATION

Those who desire to be member apply to the Executive Board with written recommendation of at least two people. Such application is made with the application form containing the commitment of the applicant that he/she adopts the purpose written in the association bylaw and regulations and will fulfill all duties and orders in this matter and make the payment of contribution fee and admission fee specified in the Article 7 and annual payments determined by the General Assembly. Executive Board reviews the application at the first meeting, prepares a report by visiting the workplace of the applicant with a member and secretary general and notifies its decision in written in line with the within the period specified in the law. Those who are accepted as member and fulfills the membership obligations have equal rights in in-association activities. Admission fee and annual contribution specified in the Article 7 are paid exactly regardless of admission date. Annual fee (contribution fee) determined with the decision of General Assembly is paid in remaining part of the year according to benchmark basis.

 

Article 6. RESIGNATION FROM MEMBERSHIP OR BEING EXPELLED

 

A- RESIGNATION

 

  1.  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 executive board.
  2. 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.

 

B- BEING EXPELLED 

 

  1. Those who act improperly against the purposes of the associations and insist on such behaviors despite of written warning of the executive board, 
  2. Legally lose their right to be member of associations temporarily or permanently,
  3. Do not respond and do what is necessary within one month as of the notification date despite written warning by not fulfilling obligations written in the bylaw and regulations of the association,
  4. Have lost the capacity of association membership

 

Are expelled from the membership upon the decision of the Executive Board.

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.

Article 7. THE FORM OF DETERMINING THE ADMISSION AND ANNUAL FEE FOR MEMBERSHIP

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.

Article 8. BODIES OF THE ASSOCIATION

 

  1. General Assembly,
  2. Executive Board,
  3. Auditing Board,
  4. Advisory Board.

 

Article 9. FORM - TIME, PLACE AND PROCEDURE OF GENERAL MEETING

a- General Assembly of the association consists of members who deserve to attend to the General Assembly.

b- General meetings are held as ordinary meetings in May twice a year in principle, and as extraordinary meetings if deemed necessary by Executive and Auditing boards or upon written request of one fifth of the members of the association.

c- Full members to attend the General Assembly are notified about the date, time, place and agenda of the meeting and second meeting if quorum cannot be provided at this meeting not later than 15 days by publishing in a gazette or sending by electronic mail in written.

d- Member must not be liable for any overdue debt to the association in order to attend the General Meetings.

e- General meetings are held at the headquarters of the association. However, it may be held in places other than the headquarters if deemed necessary by the Executive Board or beneficial to the association. In this matter, place, date and time of the General Meeting are notified to the Financial Authority in accordance with the procedure of call for General Meeting.

f- General Assembly meets with absolute majority of the members who have right to attend, or with the participation of two third of the members in case 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 for the second meeting. However, the number of the members attending this meeting cannot be less than twofold of total full and reserve members of the executive and auditing boards. General meetings cannot be adjourned more than once.

g- After opening of the General Meeting; a chairman, a deputy chairman and a meeting clerk are elected to manage the meeting.

h- Only articles included in the agenda are discussed at the General Meeting. 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.

i- Decisions of the General Meeting are taken by absolute majority of the members attending at the meeting. However, decisions for bylaw amendment and termination of the association may be taken by two third majority of the members attending at the meeting.

j- At General Meeting, voting may be done by raising hands or secret voting upon the preference of the members. However, voting for election of association bodies is done by secret voting by writing names or throwing ballots into the ballot boxes.

Article 10. TASKS AND AUTHORITIES OF THE GENERAL ASSEMBLY

Following matters are discussed and resolved at the General Meeting:

a. Election of the association bodies,

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

c. Acquittance of executive and auditing boards,

d. Detecting the amount and payment periods of budget, annual contribution, admission contribution, contribution margins and dues prepared by the executive board,

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

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

g. Amendment of the association bylaw,

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

i. Participate in or leave from the federation,

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

k. Termination of the association,

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

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

Article 11. EXECUTIVE BOARD

Executive Board consists of 5 full and 5 reserve members. Members of the executive board are elected by the general assembly among representatives of a real person or legal person with secret voting to serve 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 task period of the former member. It is possible to reelect the member who leaves or of which office period ends.

Article 12. TASKS AND AUTHORITIES OF THE EXECUTIVE BOARD

Executive Board elects a chairman, a deputy chairman and a treasurer and secretary general among its own members for two-year period.Chairman or deputy chairman appointed by the chairman for his/her absence executes the meetings of the executive board. Decisions are taken by quorum. In case of tie, vote of the chairman of the meeting is deemed as double vote. Executive board may be invited to the meeting once a month.

A member who does not attend the meetings of the executive board three successive times without written and reasonable apology, or more than half of the meetings held within six months even with an apology is deemed to resign.

Association is represented by the chairman of the executive board or if needed, members authorized by the executive board and secretary general in accordance with the decision taken by the executive board.

Executive board buys immovable properties or sells the current properties for residence, purposes and activities according to the authorization given by the general assembly.Executive board notifies the properties to the Ministry of Interior within the period provided in the law as of the registration date.

a. Executive board also serves as the disciplinary board. It concludes the applications and imposes warnings, temporary or permanent discharge penalties. Rejects against those are discussed and resolved at the first general meeting. Litigation is made only against the decisions of the general assembly.

b. Executive board creates and applies regulations and internal instructions in order to facilitate and perform the activities.

c. As association affairs require, members of the executive board, secretary general, employees of the association or people to be appointed by the executive board may travel within the country or to the abroad. For travels to the abroad, decision of the executive board is required. Travel expenses are paid by the association in accordance with the budget and related regulations.

d. If needed, work groups are created with the participation of the members of the association.

e. If necessary, executive board assigns technical, commercial and legal consultants and experts to accomplish the purposes of the association.

f. It appoints waged or contracted Association Secretary General and adequate numbers of deputy secretaries and discharges if needed.

g. It cooperates with similar national and international associations, federations and organizations.

h. It becomes a member to similar national and international associations, federations or organizations or resigns from these memberships according to the decision of the General Assembly.

i. It organizes fair and promotional organizations or have them organized in order to represent the members in the best manner both in the country and abroad.

j. 31.12. It draws up annual return containing the activities of the association as of its date and submits it to the civilian authority within 4 months.

k. People to serve in foundations, financial enterprises and similar organizations established or participated by the association are elected by the members of MISAD who serve, are partners or related in that organization with a special meeting to be held inter se. Members of the MISAD who have the representation authority according to this bylaw participate such special meetings. Executive board confirms elected people and notifies them to related institution.

l. Executive Board may decide that an independent organization audits and reports association accounts, transactions and documents separately from the Auditing Board.

m. Association expenses must be born by equities of the association. However, if needed or in case of investment, Executive Board may decide borrowing pro rate ability to pay or size of the investment.

n. It fulfills other tasks given by associations law and bylaw.

Article 13. AUDITING BORD-TASKS AND AUTHORITIES-INTERNAL AUDIT FORM

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

b.      This board performs auditing task at intervals not exceeding one year according to the basis and procedures specified in related regulation and association bylaw and submits the audit results to the Executive Board and -when it meets - General Assembly in a report form.

c.       Auditing Board reviews works and affairs of the Executive Board, Secretary General and personnel of the association in accordance with related regulation, association bylaw and decisions of the General Assembly and Executive Board.

d.      Auditing Board investigates complaints about the Executive Board, Secretary General and personnel of the association.

 

Internal Audit Form : Internal audit is required in the association. General assembly, executive board or auditing board may perform internal audit; and also independent audit companies may do so. Performance of audit by the general assembly, executive board or independent audit companies does not remove the obligation of the auditing 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 regulation 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 executive board in report format and to the general assembly when collected.

Upon the request of the members, authorities of the auditing board are required to show or give any information, document and record and fulfill the request to enter into the management places, companies and additions.

Article 14. ADVISORY BOARD

Advisory board consists of the members who were the Chairman of the Executive Board in previous periods. As required by association affairs, knowledge and experience of them are applied. Decisions and recommendations feature as advice.

Article 15. TASKS AND AUTHORITIES OF SECRETARY GENERAL

Tasks and authorities of Secretary General are as follows;

a. To invite the Executive Board to the meeting and append the meeting results to record.

b. To prepare the agenda of the Executive Board by consulting the Chairman of the Executive Board,

c. To implement the decisions of the Executive Board,

d. Advisory Board manages the association bureau, makes all correspondences, collects information and statistics, monitors and compiles related publications and provides the Executive Board with information about them.

e. It reviews the activities of the association and keeps them under its surveillance, provides the Executive Board with information in these matters.

f. It uses the authorities granted or to be granted by other articles of the association bylaw and performs the tasks.

g. It represents the association with the decision of the Executive Board,

h. Except those written above, it also performs other tasks related to association affairs given by the Executive Board.

i. It determines the personnel staff needed for duly performance of the association affairs and makes an offer to the executive board.

j. It helps the employees of the association perform their works duly and coordinates them.

k. It proposes to the executive board for qualification and promotion of the employees.

Article 16. TASKS AND AUTHORITIES OF THE BOOKKEEPER

a. To perform auditing and surveillance of the association accounts,

b. To maintain expense-revenue documents and books of the association.

c. The bookkeeper detects the financial status of the association with balance sheet to be issued once a quarter and provides the Executive Board with information.

d. It ensures membership fee and other revenues are collected on time,

Article 17. REVENUE SOURCES OF THE ASSOCIATION

a. First admission contribution, annual contributions and contribution margins,

b. Revenues from activities executed by the association such as publication, exhibition, fair, meeting, seminar and conference,

c. Donations and assistances of real and legal persons which are the members of the association and companies represented by those people through research and promotional activities of the association,

d. Revenues obtained from assets of the association,

e. Donations and assistances,

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

g. It consists of donations and assistances to be collected in accordance with provisions of the regulation about receiving aids.

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

Article 18. PROCEDURE IN REVENUES AND EXPENSES AND BOOKS TO BE KEPT BY THE ASSOCIATION

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

b. 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.

c. 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 Executive Board.

d. For publication and use of proof of receipt, related regulation is followed.

e. Association books which are in compliance with the current regulation 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 Regulation as provided in said law and regulations.

Article 19. 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 20. BORROWING PROCEDURES OF THE ASSOCIATION

If needed, borrowing may be applied with the decision of the executive board 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 21- 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 executive board. 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 executive board 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 executive board. 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 executive board, 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 21. RELATED REGULATION

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

 

Article 22. FOUNDING MEMBERS

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

NAME AND SURNAME:

ALTAN ERDOĞAN

BARIŞ TELSEREN

BURHAN YILDIZ

ELİF COŞKUN

HARUN GÜLATMA

KENAN ANIL

ÖZGÜR SAVAŞ ÖZÜDOĞRU

UTKU İNAN

Article 24. TEMPORARY EXECUTIVE BOARD

KENAL ANIL                              (Chairman)

ELİF COŞKUN                           (Deputy Chairman)

UTKU İNAN                               (Secretary General)

HARUN GÜLATMA                   (Bookkeeper )

ALTAN  ERDOĞAN                   (Auditor)

BARIŞ TELSEREN                   (Auditor)

BURHAN YILDIZ                       (Member)

ÖZGÜR SAVAŞ ÖZÜDOĞRU   (Member)