I. Establishment of Associations
A. Right to Establish Associations
Article 57 of the Turkish Civil Code ("TCC") states that everyone has the right to establish an association without prior permission and that the founders of an association must have the capacity to act. This right is also included in Article 3 of the Code of Associations.
B. Legal Entity of Associations
Pursuant to Article 59 of the Code of Associations, associations acquire legal personality when they submit the notification of establishment, the statute of the association and the necessary documents to the highest local authority of the place where the place of residence is located.
Since associations are legal persons, the general provisions of the Civil Code regarding legal persons are applicable. Articles 48, 49 and 50 of the TCC stipulate that legal persons have the capacity to exercise rights and acts.
C. The Statute of the Association and Notification of Establishment
As stated above, associations gain legal personality when they submit the notification of establishment, the statute of the association and the necessary documents to the highest local authority of the place where the association is located.
The content of the establishment notification is specified in Article 5 of the Code of Associations. The said regulation includes the documents that must be submitted as annexes to the notification of establishment. Article 4 of the Code of Associations lists the characteristics that the statute of the association must have.
Pursuant to Article 4 of the Code of Associations, each association shall have a statute and this statute shall include;
- The name and center of the association,
- The purpose of the association and the subjects and forms of work to be carried out by the association to realize this purpose and the field of activity,
- The conditions and forms of becoming a member of the association and withdrawing from membership, the manner and time of convening the general assembly,
- Duties, powers, voting and decision-making procedures and forms of the general assembly,
- Duties and powers of the boards of directors and supervisors, how they will be elected, the number of original and substitute members,
- Whether the association will have branches, if so, how the branches will be established, their duties and authorities and how they will be represented in the general assembly of the association,
- The method of determining the amount of entrance and annual dues to be paid by the members,
- The association's borrowing procedures,
- Internal audit forms of the association,
- How the statute will be amended and
- In case of dissolution of the association, the manner of liquidation of the assets must be indicated.
Article 60 of the TCC regulates the review process of the statute of the association and establishment notification.
Pursuant to Article 60 of the TCC, the notification of establishment, the accuracy of the documents and the statute of the association shall be examined on file by the highest civilian authority within sixty days. Pursuant to the same article, if any illegalities or deficiencies are detected in the establishment notification, the statute and the legal status of the founders, the founders shall be immediately requested to remedy or complete them; if the deficiencies are not completed or the illegalities are not remedied within thirty days starting from the notification of this request, the highest local authority shall notify the public prosecutor's office to file a law suit for the dissolution of the association before the competent civil court of first instance, and the public prosecutor may request the court to order the suspension of the association's activities.
Pursuant to the same article; if there are no illegalities or deficiencies in the establishment notification, statute and documents, or if such illegalities or deficiencies are corrected within a certain period of time, this shall be immediately notified in writing to the association and the association shall be registered in the register of associations.
II. Organs of the Association
A. Mandatory Organs of the Association
The mandatory organs of the association are the general assembly, the board of directors and the board of supervisors.
- General Assembly
The composition of the general assembly is regulated under Article 73 of the TCC. Pursuant to Article 73 of the TCC, the general assembly is the most authorized decision-making body of the association and is composed of the members registered to the association.
The duties and powers of the general assembly are regulated under Article 80 of the TCC. Pursuant to Article 80 of the TCC, the general assembly makes the final decision on admission to membership and expulsion from membership, elects the organs of the association and performs the duties not assigned to any other organ of the association. Pursuant to the same article, the general assembly supervises the other organs of the association and may dismiss them at any time for just cause.
Article 74 of the TCC regulates the ordinary meeting. According to this article, the general assembly convenes upon the call of the board of directors at the time specified in the statute and these meetings must be held at least once every three years.
Article 75 of the TCC regulates extraordinary meetings. The said article stipulates that the general assembly may be convened by the board of directors in cases deemed necessary by the board of directors or the board of supervisors, or upon the written application of one fifth of the members of the association.
Article 76 of the TCC stipulates that the decisions taken with the participation of all members without complying with the call procedure are valid, but such meetings are not considered as ordinary meetings.
- Board of Directors
The composition of the board of directors is regulated under Article 84 of the TCC. Pursuant to Article 84 of the TCC, the board of directors shall consist of not less than five full and five substitute members, in the number specified in the statute of the association. Pursuant to the same article, if the number of members of the board of directors falls below half of the total number of members due to vacancies, the general assembly shall be called for a meeting within one month by the remaining members of the board of directors or the board of supervisors but if the call is not made, upon the request of one of the members, the judge shall appoint three members to call the general assembly for a meeting.
The duties of the board of directors are regulated under Article 85 of the TCC. Pursuant to Article 85 of the TCC, the board of directors is the executive and representative body of the association; it fulfills this duty in accordance with the law and the statute of the association. Pursuant to the same article, the board of directors may delegate the duty of representation to one of its members or to a third party.
- Board of Supervisors
The composition and duties of the board of supervisors are regulated under Article 86 of the TCC. Pursuant to Article 86 of the TCC, the board of supervisors shall consist of not less than three full and three substitute members, in the number specified in the statute of the association. Pursuant to the same article, the board of supervisors carries out its auditing duties in accordance with the principles and procedures specified in the statute of the association and submits the results of the audit to the board of directors and the general assembly with a report.
B. Optional Organs of the Association
In addition to the mandatory organs, optional organs may also be stipulated in the statute of associations, provided that they are not contrary to the law and morality. The statute of the association must include detailed provisions regarding the formation and duties of these optional bodies.
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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
