Articles of Association

TURKISH PUBLIC RELATIONS ASSOCIATION
ARTICLES OF ASSOCIATION

Date of approval by the General Assembly

27 April 2004

Head Office, Objective, Definition, Interest in Politics 

Title

Article 1:
An association with the title of "Public Relations Association" has been founded.

In accordance with the Law for Associations Nr: 2908,  the title of the association in this Articles of Association changes to “Turkish Public Relations Association” when permitted by the Cabinet of Ministers, and this does not require an amendment of articles of association.

Head Office

Article 2:
The Head Office of the association is located in Istanbul. The Association can set up branches in other cities if required upon decision of the General Assembly in accordance with the provisions of the Law for Associations. 
 
Objective
Article 3:
The objective of the Association is to introduce Turkey the profession of Public Relations defined in Article 5, establish and develop it, provide solidarity among the members of this profession.

Content and Form of Activities

Article 4: 

Article 5:
Public Relations is planned efforts of private and public entities for introducing and establishing themselves in the community through developing strong ties and communicating mutually with special groups like customers, employees, shareholders, public sector and the general public.,

The Association and Politics
Article 6:

Article 7:
Names and surnames, professions and arts, addresses and nationalities of the founders of the association are specified below.

Mehmet Akter: Republic of Turkey - Moda Ferir Pek Sk. Deniz Apt. 12 Kadıköy, İstanbul
Public Relations Specialist
Babür Ardahan: Republic of Turkey - Nispetiye Cd. Kervan Apt. 17/1-C Etiler, İstanbul
Public Relations Specialist
M.Alaeddin Asna: Republic of Turkey - Valikonağı Cd. 31 Konak Sineması yanı Nişantaşı, İstanbul
Public Relations Specialist
Affan Başak: Republic of Turkey - Ayşe Sultan Korusu 150 Bebek, İstanbul
Public Relations Specialist
Ayşegül Dora Güney: Republic of Turkey - Mektep Sk. 41 Emirgan, İstanbul
Journalist
Necdet Günkut:
Author
Ender Gürol: Republic of Turkey - Üftade Sk. Tek Apt. Harbiye, İstanbul
Public Relations Specialist
Cüneyt Koryürek: Republic of Turkey - Zergerdan Sk. 7 Emirgan, İstanbul
Public Relations Specialist

Bilge Kuraner:
Public Relations Specialist
Rıdvan Menteş: Republic of Turkey - Valikonağı Cd. Sonu Yapı Kredi Vakıf Han Nişantaşı, İstanbul
Public Relations Specialist
Ahmet Ramazanoğlu: Republic of Turkey -Atatürk Bulvarı 315/5 İzmir
Public Relations Specialist
Mehmet Turaç: Republic of Turkey -Hüsrev Gerede Cd. 75/1 D. 13 Teşvikiye, İstanbul
Public Relations Specialist
Canan Usman: Republic of Turkey - Hüsrev Gerede Cd. 37 Teşvikiye, İstanbul
Public Relations Specialist

Membership 

Membership Conditions
Article 8:
Special Members
It is required that such members should be actually conducting the Public Relations activities defined in Article no: 5. Candidates for special membership must have completed 4 years of graduate study. Candidates with a major in communication must have 1 year of professional experience whereas others with majors in other disciplines must have 5 years of professional experience.

Candidate Membership:
Students of Graduate School of Communication and people under 25 years of age who have not yet met the conditions of membership can become “candidate members”. A "Candidate member” cannot sit in the official bodies of the Association or cast vote, but work in the committees and assume tasks during activities.

Regular Membership
Article 9
The candidates who meet the conditions indicated in Article 8 and have the qualifications required by the Law for Associations can be accepted as members, provided that they are nominated by two members and upon the positive decision of the Ballotage Committee, which then has to get the final approval of the Board of Directors The Board of Directors of the Association has to make a decision in favor or against the applications made for membership in maximum 30 days and notify the applicant about the decision in writing.

Honorary Membership
Article 10
People who have contributed to the development of Public Relations profession through their works in the educational, public and media institutions and those who have completed their 30 years in the profession or people among the Association members who possess these qualifications can be registered as honorary members by the decision of the Board of Directors. Decision for honorary membership becomes final upon acceptance of the decision by that member and approval of the next general assembly. Honorary members, cannot cast vote at the meetings and pay membership dues, but can make financial and moral contribution to the Association if they so wish. Honorary Membership can only be revoked by the decision of the Board of Directors.
  

Leaving Membership
Article 11
No one can be forced to become or remain to become member. Every member is entitled to resign from membership by advising in writing.
 

Termination of Membership
Article 12
People who do not conform to or who lose the qualifications stated in Article no: 8 of the Articles of Association and those who have switched to another profession without completing 5 years of work in Public Relations or those who make their living from sources other than the communication profession, those who lose membership qualifications according to Article no. 17 of the Law for Associations Nr. 2908 and those who are discharged from membership by the decision of the Board of Directors upon recommendation of the Disciplinary Committee or  those who do not pay the initiation dues for 3 months, the annual membership dues in the year concerned lose their membership rights upon decision of the Board of Directors.

The Rights of the Members
Article 13
Association members have equal rights. There can not be any discrimination among the members on language, race, color, sex, religion and sect, family, group and social class and no provision in that sense can be included in the Articles of Association.
Bodies of the Association
a) General Assembly,
b) Board of Directors,
c) Auditors Committee,
d) Ballotage Committee,
e) Disciplinary Committee.

Formation of the General Assembly
Article 14
General Assembly is formed by all members. It convenes in April once in two years to hold its ordinary meeting. It convenes extraordinarily when the Board of Directors or the Auditors Committee deem necessary or upon the written request of one fifth of the total number of the association members.

Place of General Assembly Meeting
Article 15
General Assembly meetings cannot be held in any location other than where the Association head office is located.

Quorum for General Assembly Meeting
Article 16
According to the Articles of Association, the General Assembly convenes with absolute majority of the members entitled to participate in the general assembly meeting. In the second general assembly meeting, quorum is not required if it is not achieved for the first meeting. However, the number of members participating in the second meeting cannot be less than twice the total number of members of the Board of Directors and the BoardAuditors Committee.

Procedure for holding the General Assembly Meeting
Article 17
The General Assembly meeting of the Association is held at the date, hour and place indicated in the announcement and this is notified to the highest local administration. If the quorum specified in the law and Articles of Association is achieved, it is recorded in the minutes and the meeting commences under the chairmanship of the Chairman of the Board of Directors or a member of the Board of Directors to be assigned by the Chairman.

Following the commencement of the meeting a chairman and sufficient number of deputy chairmen and a secretary are elected to preside over the meeting. Chairman of the General Assembly presides over the meeting. The secretary draws up the minutes of the meeting and signs it together with the presiding chairman. At the end of the meeting, all minutes of the meeting and the documents are handed over to the Board of Directors.

Subjects to be discussed at the meeting: At the General Assembly Meeting only the subjects specified in the agenda can be discussed. However, the subjects requested by at least one tenth of the members present at the meeting must be included in the agenda.

Procedure of Inviting the General Assembly to Convene
Article 18
The General Assembly is invited to convene by the Board of Directors. The Board of Directors prepares the list of members who are entitled at participate in the general assembly meeting according to the Articles of Association. The members entitled to participate at the general assembly meeting are invited through announcement of date, hour, place and agenda of the meeting at a local newspaper at least 15 days before the meeting.
If the meeting cannot be held because quorum has not been achieved, then the the date of the second meeting is announced. The time between the date of the first meeting and the date of the second meeting cannot be less than one week. The date, hour, place and agenda of the meeting to be held is advised in writing to the highest local administration minimum 15 days before the date of the meeting and the list of the members to participate at the meeting is attached to that letter. The general provisions of the law apply to these meetings. Date, hour, place and agenda of the meeting.

The General Assembly meeting cannot be postponed more than once.

Duties and Powers of the General Assembly
Article 19
The following subjects are discussed and decided upon by the General Assembly:
1. Select Association bodies,
2. Amend Articles of Association,
3. Discuss Board of Directors and Auditors Committee Reports, Acquit the Board of Directors,
4. Discuss and approve as it is or approve by changing the budget prepared by the Board of Directors,
5. Empower the Board of Directors for buying immovable required by the Association,
6. Dissolve the Association,
7. Perform the other duties to be fulfilled as indicated in the Regulation and the Articles of Association.
8. Decide to open new branches of the Association, Assign the Board of Directors of the head office with the task of performing the necessary processes related to establishing branch.

Formation of the Board of Directors

Article 20:
The Board of Directors is composed of 7 Principal and 7 Alternate members elected by the General Assembly by secret ballot for a period of 2 years. When a principal membership position is vacated, it is required that the alternate member must be called to fill in the position.
 
Duties of the Board of Directors
Article 21
1. Represent the Association or empower one or more of its members to do so,
2. Prepare Article of Associations and regulations,
3. Issue publications,
4. Execute the necessary actions and processes providing for establishing the branch if
the General Assembly decides to open association branches.
5. Execute necessary processes related to the income and expense accounts of the Association and prepare and submit to the general assembly the budgets of the future periods,
6. Execute the other tasks assigned to it by the Articles of Association and the
regulations and use its powers.

Divison of Duties in the Board of Directors
Article 22:
The Chairman of the Board of Directors represents the Association. The Deputy Chairman presides the meetings of the Board of Directors if the Chairman is not present. The General Secretary manages the correspondence and other administrative affairs of the association. The treasurer member of the Board of Directors is authorized on financial matters and is responsible towards the Auditors Committee and the Board of Directors and theGeneral Assembly. Payments are made with the joint signatures of the Chairman or Deputy Chairman and the treasurer.

Meeting Quorum for the Board of Directors
Article 23:
The quorum for meeting is absolute majority.

Failing to fill the vacant positions in the Board of Directors with Alternate Members
Article 24
If the number of Board of Directors fall below the number of absolute majority after filling the vacant position with alternate members, the General  Assembly is called in to meet by the current members of the Board of Directors or the Auditors Committee. If those bodies fail to make that invitation, the local court of justice holds a hearing upon application of one of the Association members and assigns three people from the Association to arrange for holding the General Assembly meeting within one month. 

Auditors Committee
Article 25
The Auditors Committee is composed of 3 Principal and 3 Alternate Members and elected by the General Assembly for a period of 2 years. Its duty is to audit the financial activities of the Board of Directors in periods not more than six months and submit the related report to Board of Directors and the General Assembly.

Balotage Committee
Article 26
The Ballotage Committee is composed of 3 Principal and 3 Alternate members elected by the General Assembly for a period of 2 years. The Committee submits its opinion to the Board of Directors on candidate proposed for an office in writing. Decision of the Board of Directors on such matters is final. The Board of Directors issues its decision at the latest in 30 days.

Disciplinary Committee
Article 27
The Disciplinary Committee is composed of 3 Principal and 3 Alternate members elected by the General Assembly for a period of 2 years. The disciplinary Regulation specifies the senctions to be applied to those acting in contrary to the Articles of Association and general benefit of the Association, those who make written or verbal statements degrading the Association, those who act in breach of the principles of the Public Relations profession. The sanctions are suggested and proposed by this committee to the Board of Directors. The final decision is in the power of the Board of Directors.  

Official Reporting of the People Elected to Association Bodies
Article 28
Within 7 days following the elections held by the Board of Directors, the Chairman of the Board of Directors provides the highest Local Administration where the head office of the Association is located with the name and surname, father’s name, place of birth and date, professions and residential address of all Principal and Alternate members elected to the other bodies of the Association.

Branches
Article 29
The Association can open branches where necessary provided that it fulfills the legal provisions.

Establishment of Branches, its Bodies
Article 30
The Head Office can open branches in other cities where necessary upon decision of the General Assembly in accordance with the provisions of Associations Law No. 2908. General Assembly of the Association decides on ceasing the activity of a branch.

a) In order to open a branch, 3 people authorized to do so by the Board of Directors must apply with the letter of authorization and letter to be issued by the Board of Directors to the highest Local Administration of the city where the branch is to be be opened.

The branches are managed by Branch Board of Directors composed of 5 people. The Branch Board of Directors has 5 alternate members, and the Branch Board of Directors is elected by the Branch General Assembly. The Branch General Assembly is composed of Association members residing for at least 6 months at the city where the branch is. Provisions for meeting of the Branch General Assembly are the same as the provisions for General Assembly of the Association. The provisions of the Law for Associations are reserved. The Branch General Assembly convenes ordinarily once every 2 years at the place where the Branch is located to elect the Board of Directors of the Branch. The General Assembly meetings of the Branches must be completed minimum 15 days before the General Assembly meeting of the head office. The branch is represented at the Board of Directors of the Association with minimum three members of the Branch Board of Directors.
b) The Annual Activity Reports and Budgets and programs prepared by the branches become effective after being approved by the Board of Directors of the Association. The incomes and expenses of the Branches are shown in the budget of the Association. The expenses within the limits of the Branch Budgets are met by the Association Head Office.

c) The principal members at the place where the Branch is located are advised to the Board of Dierctors of the Association until the last week of March each year for approval of election of branch Board of Directors and branch budget, report and program. 

d) The chairman of the Board of Directors represent the Association where the Branch is located.

e) The branch prepares its programs related to its activities for approval by the Board of Directors of the Association. The program covers efforts towards announcing, promoting and enrolling new members to the Association The Branch Board of Directors conveys to the Board of Directors of the Association the new members to be proposed by adding to his own opinion.

f) Term of duty for the Branch Borad of Directors is 2 years. Its members can be re-elected.

g) Two Principal and Two Alternate Auditors are elected by the Branch General Assembly for a term of two years. The auditors examine the revenues and expenses, reports and other records of the association in terms of compliance with the laws, and submits it in report to the Board of Directors in intervals not exceeding six months and to the General Assembly when convenes.

Annual Membership Due
Article 31
The amount of Annual Membership Due to be paid by the members of the Association is determined by the General Assembly.

Revenues of the Association
Article 32
The Revenues of the Association are composed of the following, in addition to Annual Membership Due:
1. The one time enrollment fee to be paid by the Association members determined by the decision of General Assembly.
2. Revenues received from activities like publications; lotteries, balls, entertainment, drama, concert, sport competitions and conferences organized by the Association.
3. Revenues received from assets owned by the Association.
4. Donations and charities.
5. Donations and charities to be collected in conformity of the regulation concerning collection of charities.

Club House
Article 33
The Association endeavours to have a Association House facilities with its own financial means and in accordance with the provisions of the Law for Associations. The permission of the highest Local Administration is required to open and expand an association house.

Obligatory Books and Records
Books and Records
Article 34
The Association keeps the following reports and has them registered to Notary Public:
1. Member Registration Book: The identitiy, date of enrollment, monthly and annual dues of those who are enrolled to the Association are recorded.
2. Decision Book: Dates and no.’s of the decisions of the Bord of Directors are recorded there and signatures of the Chairman and the members are executed thereunder.
3. Incoming and Outgoing Documents Log: The incoming and out going documents are registered in this log by date and number. The originals of the incoming documents and the copies of the outgoing documents are filed.
4. Revenue and Expense Book: All money received for and on behalf of the Association and the places of the money spent for are recorded clearly and regularly.
5. Budget, Final Account and Balance Sheet Book: Budgets, Final Accounts and Balance Sheets are registered in this book.
6. Fixtures Book: The Furniture, Equipment and Fixtures of the Association are registered in this book.
7-Receipt Document Record Book: The receipt documents obtained from State Finance Office are registered in this book in volumes.

Procedure in Revenues and Expenses
Article 35
In accordance with the Article no: 63 of the Law for Associations Nr: 2908, the Association revenues are collected against receipt documents and expenses are made against expense receipts. The period of keeping these documents is five years provided that the provisions related to longer period indicated in private laws.

The Ministry of Finance has the receipt documents to be used for collecting Associtaion revenues printed. The form, printing, distributing to Associations, supervision of the persons using these receipts and the fee to be charged are determined by the regulations to be issued by the Ministry of Interior and the Ministry of Finance.

The receipt document bears the full name and the signature of the person making the payment or the donation. The highest Local Administrator approves these receipt documents listed in a minutes.

After issuing the official receipt documents of the Ministry of Finance, the special receipt documents are not used. The person or the persons to collect donations and monthly dues are specified with the decision of the Board of Directors, and this decision is registered by the highest Local Administration.

It is prohibited to raise money and other charities through the sale of newspapers, magazines or any other printed publications on behalf of Associations
Internal

Auditing 
Article 36
The internal audit of the Association is performed by the Audit Committee in accordance with the provisions of the Law for Associations and the Articles of Association of the Association. Regulations are prepared to maintain the accord generated between the member united to realize the objective of the Association and reinforce the solidarity among them, discipline the member relationships, realize in the best way the work plan determined and the program put into practice through the budget based on the examination of the Audit Committee and submitted to the General Assembly.

Amendment of the Articles of Association
Article 37
Provided that it is included in the agenda of the Ordinary or Extraordinary meeting amendment of Articles of Association can be included in the agenda with one tenth of the members participating at the General Assembly meeting. To decide for amendment of the Articles of Association, minimum two thirds of the members entitled to participate at General Assembly must be present at the meeting. If the qualified majority is not achieved in the first meeting, the majority is not required in the second meeting. However, the number of Association members participating at the second meeting cannot be less than twice the total number of the members of the Board of Directors and the Auditors Committee.

Dissolution of the Association
Article 38
The General Assembly of the Association can always decide for dissolution of the Association. According to the Articles of Association, minimum two thirds of the association members entitled to participate at the General Assembly must participate at the meeting in order to decide for dissolution. If the majority required is not achieved in the first meeting, an invitation is made for the second meeting. At the second meeting convened upon this invitation the subject of dissolution can be discussed despite whatever the number of members participating at the meeting is. The decisions for dissolution is taken with the two thirds majority of the members present at the meeting. Dissolution of the Association is advised in writing by the Board of Directors of the Associations to the highest Local Administration within five days. Dissolution by Court decision is made in accordance with the provisions of Associations Law.

Liquidation
Article 39
If the Association is decided to be dissolved and liquidated, this is carried out by a Liquidation committee composed of 3 members elected among the Association members who will cash in the assets of the Association, pay its debts, and the remaining assets are transferred to another entity with similar objective or with the condition of granting scholarship for Public Relations Education. The Liquidaton processes are executed under the control of the State Commissaire and the authorized officers of the Ministry of Finance.

Complying with the Prohibitions
Article 40
The Association Administrators and all members of the Association show utmost care to comply with the prohibited activities stated in the 3rd section of the Law for Associations Nr: 2908 and make the necessary applications for activities subject to permit.

Matters not Covered by the Articles of Association
Article 41
For matters not clearly covered by the provision of the Articles of Association, the provisions of Association’s Law no. 2908 and the provisions between Articles no.s 56-100 in part two of the Turkish Civil Law shall apply.