CONSTITUTION OF ULUSLARARASI SEFFAFLIK DERNEGI

Title and Location of The Association

Clause 1. The title of association is “Uluslararasi Seffaflik Dernegi”

Interest of the Association

Clause 2. The interest of the association is to maintain principles of transparency, integrity and accountability in all segments of the society to provide social and economic progress.

Topics of Research, Methodology and Interest of The Association

Clause 3. The association will work on the topics mentioned hereby:

Topics

a) Maintaining the level of standards in which corporate bodies, legal person and entities and public institutions are subject to

b) Creating public awareness on the concept of transparent society and increasing public concern on the cause and effect of corruption.

c) Developing legal aspects and application of subjects such as anti-corruption policies, transparency and accountability to maintain accordance with international applications and regulations.

d) Developing cooperation in know-how and support with international institutions to generalize principles of transparency, integrity and accountability and anti-corruption strategies.

e) Developing mutual cooperation with corporate bodies, legal person and entities and public institutions, giving out lectures and providing information to them in accordance with general interest of the association.

f) Developing toolkits for generalizing principles of transparency, integrity and accountability and anti-corruption policies and monitoring them.

g) Carrying out advocacy activities, provision of information and knowledge and initiating judicial processes when needed, with regards to the principles of transparency, integrity and accountability and issues falling within the areas of activity of the Association;

h) Performing other tasks related with the general interest of the association

Methodology

The Association may and will apply the methodology mentioned below to carry out its activities on the topics mentioned above under the supervision of the related code in accordance with related institutions.

a) Organizing congress, symposium, courses, seminars, conference , meetings, foroums, fairs and open-air meetings, concerts, festivals, expositions and similar gatherings

b) Acquiring all kinds of necessary documents, data sheets and publications and publishing newspapers, brochures, newsfeeds, catalogues and books

c) Conducting social and scientific activities such as seminars, research papers and reports or supervising them, giving consultancy service and establishing cooperation with other institutions to set up these projects

d) Receiving grants and allowances from foreign donors under the supervision of related government bodies, receiving grants and donations from domestic donors

e) Setting up enterprises to carry out tasks outlined by the constitution

f) Setting up necessary facilities for formation and facilities for social and cultural activities.

g) Creating social activities to increase level of information and experience of members, making international or domestic trips or joining the members to such activities

h) Purchasing, acquiring of technical supplies, stationary and gadgets needed for activities. Purchasing real estate and immovable property, selling, lending or providing real rights on these properties.

i) Subject to Grants Collection Act, setting up collective funds to carry out tasks mentioned in the framework of this constitution, setting up or joining in federations, accepting the heritance of no subject

j) Acting in international or domestic fields, being a member to domestic or international associations and institutions, carrying out mutual projects and being in cooperation with these institutions

k) In case there is a need, to fulfill the task of the association, making projects with government institutions with respect to their related interest under the supervision of Liaisons of Associations and Foundations with Government Institutions Act No:5072

l) Setting up branches or representatives in case there is a need to do so.

m) In the interest related with the Code of Association and where it is not forbidden, creating common platforms of act to create cooperation and mutual support with other foundations, NGO′s and syndicates.

n) Carrying out other activities to fulfill other tasks supervised by the related Law.

Interest of The Association

The Association operates in social interests.

Rights for Membership, Kinds of Membership and Membership Process

Clause 4

  1. Requirements for Membership

In accordance with terms and conditions stated below, every individual or legal entity may have a right to be a member of the association

a) Should have capacity to act

b) Acceptance of principles and main objectives of the association and to work in this manner

c) Not being banned from any other association (not be banned to be a member of any kind of association also) because of any other reason rather than not paying regular dues.

d) Absence of a final court decision against the real person members or in case of legal entity members, against the Board Members, Managers or shareholders,

on the violation of Turkish legislation regulating corruption, including but not limited to Turkish Criminal Code No. 5237, Public Procurement Law No. 4734, Public Procurement Contracts Law. No. 4735,

e) Absence of an ongoing investigation or any legal or administrative proceedings with regards to the acts referred in Clause 4(A)(d),

f) Paying of first yearly fee and entrance fee

Legal entities are to be a member when their executive board reach to a resolution to be member and fulfill the requirements stated above and Code of Association.

Foreigners are obliged to have resident permit in order to be a member

Honorary members have to fulfill all the terms except for (f)

  1. Types of Membership

Membership of the association is divided into two types as “Prime Membership” and “Honorary Membership”. The prime member is a person who holds all the responsibilities and have to exercise all the rights assigned.

Honorary members are selected within people who served and will serve the same same goal of the association. These members do not have a right to cast a vote or to be assigned in any body of the association and also they are not obliged to pay dues.

  1. Membership Procedures.

After the Chair receives written demand for prime membership the application of the candidate, who should be recommended by two members, (one of them ought to be Board Member), will be accepted or rejected within 30 days. This resolution will be declared to the applicant in written form. The applicant, whose application is accepted, will be registered to the Members′ Registration Book. Prime members of the association are the initial founders of the association and the members regarded as prime by Executive Board. The legal entity members are represented by one member.

For the honorary membership, by the recommendation of a member of the association, Executive Board reviews the application and and may accept the demand for honorary membership. This title will be valid when it declared to the applicant in written form and by the acceptance of this applicant.

Dismissal of The Membership

Clause 5.

Every member has a right to resign from membership if it is demanded by written demand.

As soon as written demand for the resign of the applicant reaches to Executive Board, the process of the dismissal is concluded. Dismissal from membership doesn′t require abondance of dues of the association.

Cancellation of Membership

Clause 6.

The circumstances which require cancellation of membership are as follows:

a) Acting against constitution of the association

b) Not participating to the General Assemblies without any valid excuse and abundance of the tasks assigned

c) Avoiding payment of membership due for 6 months

d) Not following the resolutions made by bodies

e) Losing the minimum requirements of membership to associations

f) Acting against the main principles of the association so that dignity and reputaiton of the association is badly affected.

g) Behaving in humiliating manner about members, bodies or executives of the association, acting in irrelevant manner creating a suspicion attitude

h) Acting on the behalf of the association although he/she is not entitled to do.

i) Occurrence of any of the cases referred in Clause 4/(A)(d),(e).

In case one of the circumstances stated above is observed, by majority vote (one two thirds) of the Executive Board, the status of the member is cancelled and declared in written form. The member whose membership is cancelled has a right to apply to object to Executive Board within 30 days after cancellation. The objections is discussed in Executive Board and is reached to resolution. Until the end of period of objection, all rights and dues of the member continues.

The one(s) whose membership is cancelled are erased from Membership Enrollment Book and may not claim any rights on association′ property.

Bodies of the Association

Clause 7

The obligatory bodies of the associations are as follows.

a) General Assembly

b) Executive Board

c) Inspection Board

d) Supreme Advisory Board

Laterly, there may be additional board to be formed by General Assmebly

Besides, Executive Board may decide to set up new bodies or groups to make further studies.

Set up of The General Assembly and Period of Meeting

Clause 8

General Assembly is the highest body of the association and is formed by enrolled members of the association

The General Assembly meets

a) Regularly by the fixed time stated in this constitution

b) Extraordinary in cases where it is considered as necessary by Executive Board or Inspection Board by the signed demands of 1/5 all members

The regular General Assembly meeting will be made in month of March in every year on the date and time set by Executive Board. The obligatory bodies of the association is elected for 3 years in the regular General Assembly meeting

The General Assembly is called to meeting by Executive Board.

The Call for General Assembly Meeting

Clause 9

The Executive Board prepares the list of members who have a right to participate in the General Assembly meeting. The members who have a right to particape in the meeting will be called at least 15 days prior by announcing the date, place and agenda of the meeting on a newspaper or transmitting an electronic mail. The date, place and time of the possible second meeting which will be held in case majority of the total members don not attend will also be stated in this call. The period between the initial and second meetings can not exceed 60 days or be less than 7 days.

In case the meeting is postponed because of any other reason rather than lack of majority, this situation is announced to members according to the procedures made for the initial meeting. The second meeting should be held within 2 months time after the date of postponed. The members will called to the second meeting according to the terms stated in the first clause.

The General Assembly meeting can not be postponed more than once.

The Procedure of General Assembly Meetings

Clause 10

General Assembly meets when simple majority of all members are provided. This term is 2/3 of all members when there will be alteration for constitution and dismissal of the association. When the meeting is postponed due to lack of majority, the necessity of providing majority will be omitted for the second meeting. But the number of members attending to the second meeting can not be below the twice of member of Executive or Inspection Boards.

The list of attendees will be ready in the place of meeting. The official identification of the attendees is to be checked by Executive Board members or the people assigned by them. Members take their seats by signing their names on the lists provided by Executive Board members.

If the minimum required number of the attendees is provided, this will be put in records and the meeting begins by the order of Chair or any Executive Board Members assigned by Chair. In case the minimum required number of attendees is not provided, this will be recorded by Executive Board.

After the beginning, a chair to the meeting and vice chair and reporters are elected for council.

In the elections made to choose members of the bodies of the association, the voters must show their valid identity to council members and they have to sign on the list where there names are written on the attendance list.

The safety and direction of the meeting is provided by the chair of the council.

Only the topics on the agenda are discussed in the meeting. But it is obligatory to take the topics into the agenda which are required by 1/10 of the attendants.

In the General Assembly meetings, every member has 1 vote and this vote should be casted individually. Honorary members may attend to General Assembly meetings but they can not cast a vote. In case there is a legal entity member, the Chair of that company or the person entitled to vote by him/her will cast a vote. When the presidential or representative status of this person ends, the preceding person to vote from this company, will be identified by this legal entity. Topics discussed and resolutions taken in the meeting is put in the record and are signed by reporters also. In the end of the meeting, the record and other documents are given to Chair. The chair is responsible from these documents to keep them safe and give them to Executive Board within seven days.

Extraordinary General Assembly Meeting

Clause 11

Extraordinary General Assembly Meeting will be organized when there are topics to be discussed in advance prior to regular General Assembly Meeting. The Call for Extraordinary General Assembly Meeting will be made by Executive Board when the following applications occur:

a) Application of 1/5 of total members

b) The resolution of Executive Board by majority of 2/3

c) The common resolution of the Inspection Board on budget and accounting transactions.

The extraordinary General Assembly meetings are with the same principles with the ordinary meetings and only the basic topic that leads to the extraordinary meeting is discussed and finalized. There will be no additional motion to the agenda during the meeting.

The Principles of Casting a Vote and Reaching to Resolution.

Clause 12

In the General Assembly meeting, if not decided otherwise, voting for the election of Executive Board and Inspection Board is performed by undisclosed voting whereas other resolutions are made by simple ballot voting. Undisclosed votes are collected in a bowl having filled by members and sealed by Chair to the meeting. The votes are clearly declared after the completion of the election.

In disclosed voting, the procedure to be applied is set by the Chair to the meeting.

The resolutions in General Assembly meetings are formed by the simple majority of the members. The resolutions for the alteration of the constitution and dismissal of the association is to be formed by 2/3 majority of the members.

The writen resolutions formed by written declarations of all members without gathering around in meeting form or the resolutions carried by whole of members who come together without applying the call process mentioned in this constitution are valid. Carrying such resolution will not be in the same status with the meeting.

The Duties and Mandat of General Assembly

Clause 13

The following issues are discussed and reached to resolution:

a) Election of bodies of the association

b) Alteration of the constitution

c) Discussion and approval of the reports formed by Executive Board and Board of Inspection, and discharge of the Executive Board

d) Discussion of the budget and working plan of the following year, naking alterations if necessary,

e) Assignment of the authorization for acquiring the real estates for the association, selling the current real estate portfolio, building facilities or providing credit right to mortgage to the Executive Board

f) Review of the legislation that will be prepared for the activities of the association by Executive Board, and affirming them with/without alteration.

g) Setting the amount of all types of payments including allowances, allocations and atonements that will be given to non-public Chair and members of Executive Board and Board of Inspection and to any parties that will act on the behalf of the association.

h) Reaching to resolutions for the objections made in the required time by persons whose membership is cancelled

i) Making decision for performing international tasks and being a member in the international or domestic foundations or dismissal from them.

j) Making decision that the association may set up a foundation or fund or participating in the currently established one.

k) Deciding to set up and to operate financial or commercial enterprises to receive revenues for realizing the goals of the association.

l) Deciding to set up a branch or correspondence point where there is a need

m) Dismissal of the association and allocation of the assets of the association

n) Reviewing other resolutions brought by Executive Board

o) Exercising other necessary tasks reqired by the related Code.

General Assembly regulates the bodies of the association and may dismiss them from duty at any time necessary.

General Assembly states the final word for the acceptance of the membership or cancellation of the membership. Acting as the highest board of the association,General Assembly may fulfill the tasks which are not assigned to any other bodies of the association and may exercise the authority.

Formation of The Executive Board

Clause 14

The Executive Board is formed by 7 prime and 7 substitude members. These members are elected for 3 years by the General Assembly.

In the first meeting of the Executive Board after 7 days of election, the Chair, 3 Vice Chair, General Secretary, Member as Accountant and Member as Bookkeeper are elected within Executive Board members. A Executive Board member may not be elected as Chair for more than 2 consecutive periods. It is possible to elect the same member after a pausing period.

Executive Board meets at least 4 times a year regularly and may meet extraordinarily. The Executive Board may be called for meeting any time on the condition that every member is informed. The Executive Board meets when the Chair, or if the Chair doesn′t attend by the Vice Chair, calls the members for the meeting using the updated communication details. The update of the communication detail is in the member′s deposition. The Executive Board meets on the agenda that is formed by Chair by the recommendations of other members. These meetings may be carried out by video-conference or televised conference.

The minimum required number attendee for the meeting is 4 and is the same for the decision making process. In the cases where Executive Board members decide nem con, there will be no need to meet and written resolution is circulated within the members to get the signatures.

When a member of the Executive Board resigns or dismisses for any other reason, the substitute member, ranking with number of votes casted in the General Assembly, must be called to join to Board. If the number of Executive Board decreases below the limit (half of the total number of Executive Board members) although the substitute members join, the General Assembly will be called for meeting to renew the election.

The Duties and Mandate of Executive Board

Clause 15

The Executive Board fulfills the duties mentioned below:

a) Representation of the association to third parties and assigning the right for representation to a member

b) Performing transactions of income and expense and preparing the budget for the upcoming period to be presented in the General Assembly

c) Setting the date, place, time and agenda of the General Assembly meetings and dissemination of these details to the members

d) Preparing necessary set of rules

e) Signing the contracts for rent

f) Purchasing and selling any kind of real estate in accordance with the authority assigned by the General Assembly, building any kind of related facility, creating mortgage, pawnage or property rights on the behalf of the association.

g) Setting up branches and correspondence offices with subject to authorization received from General Assembly

h) Preparing balance sheets and financial statements of the association and stating annual report along with the financial reports to the General Assembly.

i) Providing the execution of the planned budget.

j) Deciding on the acceptance and cancellation of the membership.

k) Assigning the staff and advisors to execute the operations of the association and dismissal of them.

l) Setting up committees and groups in administrative and execution manners

m) Execution of other responsibilities assigned by the related Code

Establishment of Board of Inspection

Clause-16

The Board of Inspection is elected by General Assembly and is formed by 3 prime and 3 substitute members. In the first meeting after the election which will be held within 7 days, the responsibilities within the group are allocated. In this meeting Chair and Spokesman is assigned.

The Board of Inspection meets at least once a year regularly and they may meet extraordinary in case a need arises. The minimum number of members required for the meeting is 2.

In case there is a vacancy in the board because of resignation or any other reasons, it is obligatory to call substitute members to duty according to their ranking in the election.

Duties and Mandat of the Board of Inspection

Clause-17

The Board of Inspection prepares a report on the inspection of the Executive Board for fulfillment of their responsibilities in a period of one year. It also controls if the Executive Board has acted in accordance with the tasks or duties assigned or if it has tracked the records for financial transactions properly in accordance with the related Code and the constitution. Then, the report prepared is presented to the General Assembly during its meeting.

The Board of Inspection may call the General Assembly for meeting if it reaches to full agreement within its members.

Internal Audit of The Association

Clause-18

The auditing is essential in the association. As long as there may be internal control by General Assembly, Executive Board or The Board of Inspection, there may be external auditing process made by independent audit companies. Execution of the external audit does not cancel the responsibility of The Board of Inspection.

In case there are representatives of audit companies in the Executive Board, these companies can not perform external audit to the association.

Formation of Supreme Advisory Board, Duties and The Mandat

Clause-19

The Supreme Advisory Board is the highest body in consultation.

The formation Chair of The Supreme Advisory Board is set up by Executive Board.

The Supreme Advisory Board is set up within 7 days from the regular General Assembly meeting and the Chair to the Supreme Advisory Board is elected in the first meeting.

The Supreme Advisory Board meets at least twice a year in accordance with the demand and in the frequency of Executive Board′s motion. The board carries resolution in the context of recommendations by the majority vote.

Major duties of the Supreme Advisory Board are as follows:

A) Identification of strategies to reach the goal of association and to carry out major tasks and making recommendations to Executive Board;

B) Evaluation of the effectiveness of studies carried out by association on the achievement basis and making necessary recommendations for possible consequences

C) Reviewing the obstacles that association faces and evaluating the procedures followed by the association.

D) Contribution in increasing the level of dignity of the association, making recommendations in creating public concern on transparency, integrity and accountability and for anti-corruption studies

E) Making recommendations for demands and reviews of General Assembly and Executive Board.

Common Clauses

Clause-20

If members of Executive or/and Inspection Board do not attend to 3 consecutive meetings or to more than half of the total meetings held in a year, they are regarded as they resigned from these boards.

In case a member resigns from the board by any reason, the substitute member on the first rank is called to join in the board and completes the period of duty.

Funding Resources of The Association

Clause-21

The funding resources of the association are as follows:

a) Membership fees are of two kinds; initial entrance fee and yearly fee. General Assembly is entitled to increase or decrease the amount of fees due.

(i) Initial Entrance Fee: Legal entity members are required to pay initial entrance fee for once in the amount mentioned in Clause 21 (a) (ii) or in the amount set by General Assembly for each operational year. The operational year begins on 1st January and ends by 31st December.

ii) Yearly Membership Fee: Real person and legal entity members are required to pay the amounts set in the budget for each operational year and as long as their membership is active. The obligatory yearly membership fee is 250 TL for real persons and 6.000 TL for legal entities. This amount is set each year by the General Assembly, in accordance with the annual budget.

b) Voluntary donations, heritages and contributions made by international or domestic donors.

c) Revenues from facilities and from social activities such as conferences, seminar and courses carried out by association and revenues from sales of published materials

d) Operational revenues gained from real estates or estates or other assets of the association

e) Revenues from financial and commercial enterprises

f) Donations collected in accordance with the Code of Donations Receivables

g) Revenues from projects prepared by the association to fulfill the interest of the association.

h) Other revenues

Terms and Conditions in Financial Bookkeeping

Clause-22

The association makes all statements and declarations in accordance with the related law.

Transactions in Revenue and Expenses of the Association

Clause-23

The following methods are used in revenue and expense processes of the association:

a) The initial entrance fee is collected in the period of membership process and yearly membership fees are collected by the end of February of the related year.

b) For the overdue in yearly membership fees, legal overdue interest rate or compounding overdue rate will be in operation if Executive Board carries such resolution.

c) For fees received by hand, a Receipt published in the authorized printing house is prepared and given to the creditor. The authorized receivers of fees are assigned by resolution carried by Executive Board. Detailed information of the creditor is written on the receipt.

d) For expenses, receipts, expense notices or purchase receipts should be collected. In case the documents mentioned can not be provided, a statement of expenses is drafted and signed by the person who made the expenditure.

e) The legal obligatory period of keeping such documents is five years as long as longer period is not stated in the related clauses of the related Code.

Official Statements

Clause-24

“The Statement of Association” is filled out by Executive Board detailing operations carried out in the preceding year and results of the financial transactions. This document is submitted to the local governance agency by the Chair within first 4 months of calendar year.

Obligation in Statements

Clause-25

The association is to prepare all statements subject to related Code and directives.

Debt Creation

Clause-26

As a principle, the association can not make debts to reach main goals. The association can not purchase any property or service that makes negative balance of the balance sheet of the association.

Creating debt by the association can only be by resolution of the General Assembly. Terms mentioned in the Clause-27 Alteration of the Constitution will also be applicable for creating debt for the association.

Alteration of The Constitution

Clause-27

The alteration of the constitution can be made by resolution of General Assembly.

In order to make alteration in the constitution, 2/3 attendance majority of the total number of members with voting right is a requirement. In case the majority is not provided and the meeting is postponed, this requirement is not valid for the proceeding meeting. But the number of attendees to this meeting can not be less than twice of the total number of Executive and Inspection Board members.

The required number of majority for the resolution is 2/3 of members attending with a right of voting. The voting in the General Assembly meeting is disclosed.

Dismissal of The Association

Clause-28

The General Assembly may decide for the dismissal of the association at any time. In order to discuss the dismissal in the General Assembly, 2/3 majority of members who are entitled to join in the meeting, is required. In case the majority is not provided and the meeting is adjourned, the requirement for seeking majority is invalid for the next meeting. But the number of attendees to this meeting can not be less than twice of the total number of Executive and Inspection Board members.

In order to carry the resolution for dismissal, the 2/3 majority of attendees having a right to vote is required. The voting for dismissal in the General Assembly is carried out disclosed.

Liquidation of Assets of Association

Clause-29

When General Assembly decides for dismissal, the liquidation of assets, rights, properties and financial assets of the association is carried out by Liquidation Committee formed by Executive Board. This process begins by the resolution of General Assembly for liquidation or when self-ending status arises. In all transactions carried out in the period of liquidation, the title of the association is used as “Seffaflik Dernegi in the form of liquidation”

The Liquidation Committee is fully responsible and entitled to carry out liquidation of money, property and rights of the association in accordance with the related Code. This committee firstly reviews accounts of the association. During this review, all financial books, receipts, expense statements, property registration papers and bank statements are checked and assets and liabilities of these records are noted down. During liquidation process, a call is made to creditors and they are paid in cash by liquidation of the related assets. After clearance of debts and credits, the remaining balance in cash is transferred to the related account identified by General Assembly. If this account is not set by General Assembly, this amount is transferred to the account of other association having the common interest with the association or to the association having the maximum number of members in local area.

All processes related with the liquidation procedure are recorded in liquidation notice and this process is completed within 3months unless there is a time extension by local authority.

After the completion of the liquidation of money, assets and rights of the association, this process is reported to the local authority with liquidation notice attached.

The financial books and documents of the association should be kept by Executive Board members or a member. The required period of time for keeping these books is 5 years.

Additional Clauses

Clause-30

In the circumstances which are not mentioned in this constitution, Code of Associations, Turkish Civil Law and Directives for Associations and other related directives will be in operation.

Temporary Clause-1

In the first General Assembly meeting, until the formation of bodies of association, the founder Executive Board members are elected as follows:

Emine Oya Çetinkaya

Zeki Gündüz

Ufuk Batum

Güler Aras

Ferruh Tunç

Izel Levi Coskun

Sadik Ferik

Adnan Nas

Idil Gürdil Atay

Dursun Özcan

Ali Kamil Uzun

Ümit Hergüner

Erim Bener

Ahmet Samim Ünan

Mustafa Aydin Aysan

Ahmet Levent Celepci

This constitution is formed by 30 clauses and 1 temporary clause.