Associations, associations branches or representative offices of the federation of the confederation and foreign associations with centers abroad, associations and nonprofit of nonprofit organizations outside the foundation of branches or representative offices in Turkey prohibition and permission subject to activities of the obligations of control and edit other matters related to the association with the penalties to be applied Associations Law No.5253 was published on 23/11/2004.
The definition of the association is made in the second article of the law. "Apart from sharing earnings, groups of legal personalities formed by at least seven real or legal persons by continuously combining their knowledge and work to achieve a specific and common goal not prohibited by law"
There are regulations regarding associations between articles 56 and 100 of our Turkish Civil Code numbered 4721.
In article 56 of the TCC, associations are defined as groups of persons with legal personality, which are formed by at least seven real or legal persons by continuously combining their knowledge and work to achieve a specific and common purpose other than sharing earnings and it has been stated that no association can be established with a purpose contrary to the law and morality.
The association establishment is not subject to any permission.real or legal persons with capacity to act can establish an association without getting permission by meeting the other conditions stipulated by the law.The restrictions imposed in the special laws on the officers of the Turkish Armed Forces, law enforcement officers and public institutions and organizations are reserved.
Minors who are fifteen years old and have mental competence; may establish children's associations with the written permission of its legal representatives in order to protect and develop social, spiritual, moral, physical and mental abilities, sports, education and training rights, social and cultural assets, family structure and private lives or become a member of established children's associations.Minors who have completed the age of twelve can become members of children's associations with the permission of their legal representatives, but they cannot take part in the management and supervisory boards.It is forbidden for people older than eighteen to become a member or founder of children's associations.
In the fourth article of the Associations Law numbered 5253, it is stated in the form of twelve sub-clauses that each association will have its statute and the mandatory issues that should be included in this regulation.
*Can an association that established in Turkey open branches abroad or may operate abroad?
An association can only operate international activities in order to achieve the purposes specified in its statute, open a representative office or branch abroad, establish an association or a parent organization abroad, or become a member of the established association or parent organization.
*can a foreign association operate in Turkey?can a foreign association open branches or representative office in Turkey?
a foreign association can only operate or cooperate in turkey with the opinion of turkish ministry of foreign affairs and the permission of the ministry of the interior, open branches or representative office, establish an association or a parent organization or become a member of the established association or parent organization.
Can legal persons become members of the association?How is the legal entity represented in the association if become members of the association?
In the sixth article of the law, it is stated that legal persons can also be members of associations and it is stated that the chairman of the board of directors on behalf of the legal entity or the person assigned to represent the legal person will vote.
*How many associations need to come together to establish a federation?
The Federation is defined as the parent organization in the law.It is established by gathering at least five associations and does not have a branch.
*how many federations at least must come together to establish a confederation?
Confederation is defined as the parent organization in the law.It is established by gathering at least three federations and does not have a branch.
*What are the differences between the association's branch and representative office?
A branch is a sub-unit that is opened under an association in order to carry out the activities of the association, does not have a legal personality and has organs within it.Representative office is a sub-unit that is opened under an association in order to carry out the activities of the association and does not have a legal entity and organs.
Whether the association will have a branch or not must definitely be specified in its statute.Likewise, how the branches will be managed and their representation powers in the general assembly are also determined in the statute.
Branch general assemblies must finish their ordinary meetings at least two months before the central general assembly meeting.The representative office does not have general assembly because it is a sub-unit that does not have organs.
Associations can open representative offices in order to carry out the activities of the association if they deem necessary.Representatives are not represented in branch or association general assemblies.Branches cannot open representative offices.The address of the representative office is notified in writing to the local administrative authority by the person or persons appointed as representative by the decision of the board of directors.
*What are the mandatory elements to be included in the association's statute?
It is stated in article 57 of our Turkish Civil Code that each association will have a statute.It has been stated that the statute cannot be contrary to the mandatory provisions of the law and that the articles of the law will be applied in matters not regulated in the statute.It is stated in the statute that it is mandatory to show the name, purpose, sources of income, membership conditions, organs and organization, and the temporary board of directors.
In our Associations Code numbered 5253, the mandatory matters that should be included in the statute in the fourth article are listed one by one and separately from the regulation in our Civil Code, and by adding other matters.
Association statute Article 4- Each association has a statute.In this statute, it is mandatory that the following issues must be specified:
Name and headquarters of the association.
The purpose of the association and the fields of work to be carried out by the association in order to achieve this goal, the working methods and field of activity.
Conditions and ways of being a member of the association and leaving the membership.
The way and The time of the meeting of the general assembly.
Duties, powers, voting and decision making procedures and ways of the general assembly.
Duties and powers of the surveillance and management boards, how they will be elected, number of permanent and substitute members.
Whether there will be a branch of the association, if so, how the branches will be established, how they will be represented in the general assembly of the association with their duties and powers.
The method of determining the entrance and yearly contribution to be paid by the members.
Borrowing procedures of the association.
ways of internal audit the association.
How to change the statute.
Liquidation method of assets in case of dissolution of the association.
*How is the association established?
The association's statute prepared and signed by the association's compulsory 7 founders and other appendices specified in the regulation are given to the local administrative authority of the place where the headquarters of the association is located and the association gains legal personality with the submission of these documents.It is obligatory to add the permissions of the legal representatives of children in children's associations.
The registration process of the association in the register of associations is completed after the civil administration gives the the proof of receipt specified in the suplement of the regulation by indicating the time and date of the application.In our Turkish Civil Code, the time of registration in the register of associations is specified as the next step after the determination that there are no deficiencies or violations of the law as a result of the examination by the local authority.(TCC art. 60/f.3)
In the district where the association is established, the district director is obliged to send the application and its attachments to the provincial directorate within seven days.
The local administrative authority is obliged to examine the accuracy of the organization declaration and other documents within 60 days, either personally or by assigning the unit of associations.If any violation or deficiency is detected as a result of the examination, it is notified in writing. If this deficiency or contradiction is not corrected within 30 days from the date of notification, the local administrative authority informs the Public Prosecutor of the situation in order to file an action for the dissolution of the association in civil court of general jurisdiction.In Article 60 / f.2 of the TCC, it is stated that the Public Prosecutor may also request the court to stop the activity of the association.If there is no deficiency or contradiction as a result of the examination, the result of the examination is reported to the temporary board of directors of the association by the local administrative authority.
* When should the first General Assembly Meeting of the Association be held?
According to Article 62 of the Turkish Civil Code, the first general assembly of the association must hold a meeting within 6 months from the date of establishment.
The General Assembly meeting should be held within 6 months and mandatory bodies should be established.
* How to become a member of the association?
It is essential to apply in writing to become a member of the association.However, no one can be forced to be a member of the association, nor can any association be forced to accept the application.
Without prejudice to the provision regarding children's associations, it is necessary to have a capacity to act in order to become a member of associations.
real persons can be members of the association and also legal entities can be member of associations.However, the authorized representative of the legal entity will fulfill and represent the membership procedures on behalf of the legal personality.
The board of directors of the association must examine the application made in writing to the association within 30 days of the application and make a decision about the admission to membership.
The board of directors has to inform the person in writing about its decision.
If the application of the applicant is deemed appropriate, it is recorded in the member register.
*How to end the membership of the association?
As a rule, if the conditions sought in the law or statute for membership of the association are lost, membership of the association automatically ends.
Any member who does not wish to continue their membership of the association may end their membership on condition of notifying in writing.
* What are the conditions for dismissal from association membership?
Conditions for dismissal from membership can be determined in the association statute.
In case of dismissal from membership due to the conditions determined, the person does not have the right to object that these reasons are not justified.
However, if the reasons for dismissal are not determined in the statute of the association, the member can only be removed for a just cause.This decision of removal can be objected on the grounds that there is no just cause.
* Is it possible for a member to represent more than one member in general assembly meetings?
It is not possible.Each member has only one vote right and must use the vote in person.
* When should the Ordinary General Assembly meeting be held?
The meeting method and time of the general assembly are indicated in the statutes.It is required by law to be done once in three years at the latest.
* What are the conditions for holding an extraordinary general assembly meeting?
If the general assembly, board of directors or supervisory board think it necessary, an extraordinary meeting must be held.
In addition, an extraordinary general meeting is held upon the written request of a fifth of the members.
* What are the duties and powers of the General Assembly?
The duties and powers of the General Assembly are indicated in the statute.
“wage may be paid to the chairman and members of the association's management and supervisory boards who are not public officials.The wages to be paid and all kinds of allowances, travel expenses and compensations are determined by the general assembly.
"The daily wages and travel allowances to be given to the members to be assigned for the services of the association are determined by the general assembly."5253 n. Code article 13
The authority to decide on the dissolution of the association is in the general assembly.
The authority to authorize the board of directors to buy and sell real estate belongs to the general assembly.
The general assembly makes the final decision on admission and removal from membership; it chooses the organs of the association and performs the works that are not given to another body of the association.
The general assembly audits other organs of the association and can always dismiss them for just cause.
* What are the provisions regarding the Board of Directors in the Associations Code?
The Board of Directors, which must consist of at least five permanent and five substitute members, is the executive and representative body of the association;It fulfills this duty in accordance with the law and the statute of the association.
Representation duty can be assigned to one of the members or to a third party by the board of directors.
The ion and functioning of the bodies of the associations are determined by the association's statue.
Therefore, our Code of Associations does not contain detailed regulations such as the Turkish Commercial Code's regulations on the board of directors of joint stock companies.
However, it has been determined in our Code of Associations that the following works and transactions will be carried out by the board of directors:
*the obligation to notify the management and supervisory board to the local authority within 30 days following the general assembly,
*the board of directors can also do internal audit,
*presenting the audit report to be prepared by the supervisory board at least once a year to the board of directors,
*Printing proof of receipt to be used in collecting the association's income,
*choosing the people who will collect the association's income and authorizing them,
*hiring paid employees,
*Buying and selling real estate provided that a decision is taken at the general assembly,
*Determination of representative.
General assembly meeting and notification of the elected organs to the administration
Article 23-Associations are obliged to notify the local administrative authority of the permanent and substitute members elected to the board of directors, supervisory board and other organs of the association within thirty days following the general assembly.Changes occurring in the organs of the association and in the place of residence are also subject to the same procedure.The form, content and required documents of the General Assembly result declaration are arranged in a regulation.
Internal Audit Article 9-Internal audit is essential in associations.Internal audit can be carried out by the general assembly, board of directors or supervisory board, as well as independent audit institutions.The fact that an audit has been carried out by the general assembly, board of directors or independent audit institutions does not eliminate the responsibility of the supervisory board.
Supervisory board; It checks whether the association operates in line with the work subjects stated to be carried out in order to realize the purpose and purpose indicated in its statute, whether the books, accounts and records are kept in accordance with the legislation and the association's bylaws.This audit is carried out in accordance with the principles and procedures determined in the statute of the association and at periods not exceeding one year.It submits the audit results to the board of directors in a report and to the general assembly when it holds a meeting.
Upon the request of the members of the supervisory board, all kinds of information, documents and records must be shown or given by the association officials, and the request to enter the management places, establishments must be fulfilled
Procedure and association books in income and expenses Article 11-Association revenues are collected with a proof of receipt and expenses are made with an expenditure document.
If the income of the association is collected through banks, documents such as a bank receipt or account statement issued by the bank replaces proof of receipt.proof of receipts and expenditure documents are kept for five years.
The receipt documents to be used in collecting the association income are printed by the decision of the board of directors.The form, printing, approval and use of the receipt documents and the issues regarding the authorization certificate to be used in collecting the association's income are regulated in the regulation.The persons who will collect the association income are determined by the decision of the board of directors and an authorization certificate is issued for them.
The procedures and principles regarding the books and records to be kept by the associations are regulated in the regulation.These books must be certified by the associations unit or public notary .
Association officers and fees Article 13-(...)(1)The services of the association are carried out through volunteers or paid employees who are appointed by the decision of the board of directors.Wages may be paid to the chairman and members of the association's management and supervisory boards who are not public officials.The wages to be paid and all kinds of allowances, travel expenses and compensations are determined by the general assembly.Members other than the members of the board of directors and supervisory board cannot be paid any compensation under the name of wages, honorarium or any other name.
The daily wages and travel allowances to be given to the members to be assigned for the services of the association are determined by the general assembly.
Purchasing Real estate Article 22-Associations may purchase or sell real estate with the decision of the board of directors upon authorization of their general assembly.Associations are obliged to declare the real estate they have acquired to the local administrative authority within one month after their registration in the land registry.
Representation Article 24-Associations may open representation offices in order to carry out association activities where they deem necessary.Representatives are not represented in branch or association general assemblies.Branches cannot open representation offices.The address of the representative office is notified in writing to the local administrative authority by the person or persons appointed as representative by the decision of the board of directors.
* What are the penal sanctions regulated in the Code of Associations ?
The administrative and criminal sanctions to be applied by the local administrative authority are listed in Article 32 of the Code.
Article 32- (Amended: 23/1 / 2008-5728 / 558 art.) The penalties to be applied to those who act against the provisions of this Code are as follows:
a)Those who establish an association although they do not have the right to establish an association, or those who are prohibited from being a member of the association by law, and those who are prohibited by law from being a member of the association: An administrative fine of five hundred Turkish Liras is sencented to the executives of the association who do not persons mentioned above from association membership or who do not their registration or who do not membership of those who lose their right to become a member of the association.
b) An administrative fine of five hundred Turkish Liras is imposed to the executives of the association who do not call for a meeting within the period of the general assembly, or who hold the general assembly meetings in violation of the provisions of the law and bylaws or hold it outside the place where the association's headquarters is located or specified in its statute.The court may also decide to cancel the general assembly meetings held in violation of the provisions of the law and bylaws.
c) the executives of the association who receive the monetary assistance from abroad, if do not take the money through the banks, is imposod to administrative fine at the rate of twenty-five percent of the money received in this way.
d) The executives of the association who do not keep the books or records belonging to the association or who keep the uncertified books are punished with imprisonment from three months to one year or a judicial fine.If these books and records are not kept duly, an administrative fine of five hundred Turkish Liras is imposed to the directors of the association and the persons responsible for keeping the books.An administrative fine of one thousand Turkish Liras is imposed to those who collect revenue even though a certificate of authorization has not been issued, and the members of the board of directors who deliberately permit such revenue to be collected.
e) Those who manipulate the elections and voting held in the general assembly and other bodies of the association as well as the counting and tabulation of the votes, and those who falsify or destroy or conceal the books or records, are sentenced to imprisonment from six months to two years and a judicial fine, unless their actions require a heavier punishment.
f)auditors, other staff of the association, the chairman and members of the board of directors who, by any means whatsoever, have used or sold, disguised, destroyed, denied, falsified or imposed money or money-like documents, bills or other property belonging to the association for the purpose of benefit for himself or someone else, are punished according to the provisions of the Turkish Penal Code regarding abuse of confidence.In addition, the court may order the temporary suspension of the defendants from their duties in organs during judgement process.
g) without the permission of competent authorities, if they open representative offices or branches of foreign associations and the nonprofit organizations that have center abroad in Turkey, they carry out their activities, they shall cooperate with them or they accept them as members, the relevant persons are imposed to administrative fine of a thousand of Turkish Lira. It is decided to close the branch or representative office opened without permission.
h) An administrative fine of five hundred Turkish Liras is imposed to the executives of the printing house who fail to fulfill the notification obligation specified in Article 16.
ı) An administrative fine of one hundred Turkish Liras is imposed to those who do not comply with the obligation stipulated in article 17.
j) Those who deliberately submit the declaration stated in Article 19 as untrue will be punished with a judicial fine not less than a hundred days.
k) If those who do not comply with the obligation in the third paragraphs of Articles 9 and 19 and the books and documents that are required to be kept become unreadable or lost for an unavailable reason, provided that the necessary attention and care have been taken, the loss is notified to the competent court of the place where the headquarters of the association is located within fifteen days from the date of learning.Those who fail to apply for a certificate or who fail to present this document during the inspection are punished with imprisonment up to three months or a judicial fine.The same punishment is imposed on the perpetrators in case of breach of the obligations in article 21.
l) An administrative fine of five hundred Turkish Liras is imposed to the executives of the association who fail to fulfill the notification obligation stated in articles 22 and 24 and the obligation to submit a declaration stated in article 19, and an administrative fine of five hundred Turkish Liras is imposed to the representatives specified in Article 24.
m) An administrative fine of five hundred Turkish Liras is imposed to the executives of the association who open the facilities specified in Article 26 without permission, and the facility may be closed.
n) Association executives who use the words specified in article 28 without permission or despite being warned in writing, act contrary to the prohibitions stated in article 29 unless their actions require a heavier punishment, shall be punished with a judicial fine not less than a hundred days. It is also decided to terminate the association.
o) The directors of the association who violate the prohibition stated in the clause (a) of article 30 are punished with a judicial fine not less than fifty days.Association executives who act contrary to subparagraph (c) of the same article, unless their actions require a heavier punishment, are sentenced to imprisonment from one to three years and the facility is decided to be closed.
p) Those who establish the associations specified in subparagraph (b) of article 30 and the executives of the association who act contrary to this paragraph, unless their actions require a heavier punishment, shall be sentenced to imprisonment from one year to three years and a judicial fine not less than fifty days.It is also decided to terminate the association
r) Those who do not comply with the obligation stipulated in Article 31 are fined an administrative fine of one thousand Turkish Liras.
p) 23. An administrative fine of 500 Turkish Liras is imposed to the directors of the association who fail to fulfill the notification obligation specified in the article.
* What are the special provisions regarding associations in the Turkish Penal Code?
Articles 158, 235, 236, 252 of our Turkish Penal Code contain articles related to associations.
"- Article 158- aggravated fraud
….
d) By using public institutions and organizations, public professional organizations, political parties, foundations or legal personalities of associations as a tool, "
The Law maker has regulated that if the crime of fraud is committed by using the legal personality of the association as a tool, a prison sentence of three to ten years and a judicial fine of up to five thousand days will be imposed.
The sentence of imprisonment from one to five years in the simple case of the crime was increased from three to ten years if the association's legal personality was committed by using it as a tool.
Using only the name of the public institutions and organizations, political parties, foundations or associations stated in the article is not sufficient for the implementation of this article, it is necessary to use the actual assets belonging to them or other concrete facts that enable the establishment of a connection with these legal entities.Identification documents belonging to these institutions should be presented, printed documents and receipts should be presented, the vehicle should be used, the victim should be deceived.( Court of Cassation General Assembly for Criminal Matters 04/10/2016, 15-679 / 343, 08/12 / 2015,15-290 / 494)
"-Article 235 collusive tendering
1 Any person who misbehaves in tenders for the purchase or sale of goods or services or leases and construction tenders made on behalf of public institutions or organizations, is sentenced to imprisonment from three to seven. (Amended: 11/4 / 2013-6459 / 12 art.)years.
(2) In the following cases, collusive tendering is deemed happened.
a) With fraudulent behavior;
To prevent those who have the qualifications or conditions to participate in the tender from participating in the tender or the transactions in the tender process,
To cause that those who do not have the qualification or conditions to participate in the tender,
To exclude the offered goods from evaluation even though they have the qualifications specified in their specification,
To evaluate the offered goods on the basis of their possessions, although they do not have the qualifications specified in their specification.
b) To cause that others can access the information related to the offers, which should be kept confidential according to the tender legislation or specifications.
c) To prevent persons who have the qualification or conditions to participate in the tender from participating in the tender, the transactions in the tender process, by using force or threat or by other illegal acts.
d) Persons wishing or participating in the tender make open or collusion agreements between them in order to affect the terms of the tender and especially the price.
(3) (Amended: 11/4 / 2013-6459 / 12 art.) Collusive Tendering;
a) In case this crime is committed by using force or threat, the lower limit of the basic punishment cannot be less than five years.However, in case of malicious injury or threats that require a heavier punishment, a penalty is also imposed for these crimes.
b) If there is no damage to the relevant public institution or organization as a result of its crime, the perpetrator is sentenced to imprisonment from one year to three years, except for the cases specified in subparagraph (a) of this paragraph.
(4) The persons works in tender who obtaining benefits from collusive tendering shall also be punished according to the relevant criminal provision for this reason.
(5) The provisions of the above paragraphs are also applied in the following cases. "increases or decreases made through public institutions or organizations, and goods or services rendered on behalf of professional organizations that are public institutions, companies established with the participation of public institutions or organizations or professional organizations that are public institutions, foundations operating within them, public benefit associations or cooperatives the situation of collusive tendering in its purchases or sales or leases."
The material element of the crime of collusive tendering is the existence of a tender and the mixing of corruption in this tender by one of the optional actions prescribed by the law maker.In the fifth sub-clause of the article, it is stated that if it is committed in associations working for the public benefit, it will be considered within the scope of a crime.
In this case, it is clear that an act committed in an association that is not in the status of a public benefit association cannot be included in the scope of the mentioned article.
"-Article 236 offence of using fraud or trickery in the fulfillment of execution
Any person who commits the crime mentioned above against public institutions or organizations, professional organizations with the status of public institutions, companies established with their affiliates, foundations operating within them, associations working for the public interest or cooperatives, is punished with imprisonment from three to seven years."
The law maker has included only those with the status of “publicly beneficial association” in terms of the material element of the crime in the crime of offence of using fraud or trickery in the fulfillment of execution, as in the crime of rigging the tender.
"- Article 252 Bribery
(1) Any person who provides benefits directly or through intermediaries to a public official or another person to perform a job related to the performance of her duty, is punished with imprisonment from four years to twelve years.
(2) A public officer who provides benefits to himself or to another person he will show, directly or through intermediaries, in order to do or not to do a job related to the performance of his duty, is also punished with the penalty specified in the first paragraph.
(3) In case of an agreement on bribery, the penalty is imposed as if the crime was completed.
(4) In the event that the public official requests a bribe but is not accepted by the person or the person makes an offer or promise to provide benefits to the public official, but this is not accepted by the public official, the punishment to be imposed on the perpetrator according to the provisions of the first and second paragraphs is reduced by half.
(5) The person who acts as an intermediary regarding the transmission of a bribe proposal or request to the other party, providing a bribe agreement or providing a bribe, shall be punished as a accomplice, regardless of whether he is a public official or not.
(6) The third person or the authorized person of the legal person who accepts the interest in the bribery relationship indirectly, regardless of whether she/he is a public official or not, is punished as a accomplice.
(7) The person taking or requesting a bribe or reaching an agreement on this matter; the punishment to be imposed is increased from one third to half if the party is a judicial arbitrator, expert, notary or certified public accountant.
(8) The provisions of this article;
a) Professional organizations qualifying as public institutions,
b) Companies established with the participation of public institutions or organizations or professional organizations that qualify as public institutions,
b) Companies established with the participation of public institutions or organizations or professional organizations that qualify as public institutions,
c) Foundations operating under public institutions or organizations or professional organizations that qualify as public institutions,
d) Public benefit associations,
e) Cooperatives,
f) This article is also applied in the following cases; public joint stock companies, whether they act on their behalf or not, regardless of whether they have the title of public official, to obtain, offer or promise benefits directly or through intermediaries in order to do or not to do a job related to the performance of their duties; demanded or accepted by these persons; to mediate them; providing benefit to another person due to this relationship.
In terms of the material element of this crime, the law maker has also observed the distinction of publicly beneficial association and required the association to have the status of a publicly beneficial association for the occurrence of the accused crime.
Law No. 5253, article 27 / last "Those who commit crimes against the property of associations working for the public interest are punished as if they committed a crime against State property."
* Can associations benefit from "LEGAL ASSISTANCE"?
With the 334th article of our Code of Civil Procedure numbered 6100, the right to benefit from legal assistance is granted only to publicly beneficial associations.
Attorneyship and consultancy services are provided by our law office in disputes arising from the Law of Associations.