INTERNATIONAL DIGITAL ENTREPRENEURSHIP ASSOCIATION CHARTER

Name and Center of the Association

Article 1 – The name of the Association is the International Digital Entrepreneurship Association. Abbreviation is UDGD . The headquarters of the association is in Istanbul. The address is Bahçelievler Mahallesi İzzettin Çalışlar Caddesi, No:35 Daire: 12 Bahçelievler/Istanbul. The Association may open branches in Turkey and abroad.

Objectives of the Association

Article 2 – UDGD aims to raise awareness of entrepreneurs, entrepreneur candidates and the society in order to spread the digital entrepreneurship culture in Turkey. Conducting studies, online and printed publications and publications to equip digital entrepreneurs in processes such as organization, production, management, finance, human resources, marketing and education. To contribute to the digital entrepreneurship ecosystem by examining, analyzing and reporting the processes that form the basic building blocks of digital entrepreneurship. Contributing to creating a healthy ground for digital entrepreneurs to make the right decisions and achieve the right results in their processes to provide.

Article 3 – To organize events and meetings related to digital entrepreneurship and to establish a communication network between members and interested people of the society.

Article 4 –
Immovable buying and selling goods and accepting donations. To cooperate with other associations, foundations, NGOs, communities and organizations or to establish a common platform. Foundations, associations, NGOs and societies established and to be established to carry out activities in all areas related to digitalization, especially entrepreneurship attend.

Article 5 – Article 5, 10 of the Law on Associations and 21. Associations, unions, etc. abroad related to the field of work in accordance with the articles of the Law. participate in organizations. To engage in joint activities with them. To open representative offices and branches abroad and to provide mutual financial assistance to these organizations with which it is a member or with which it has a relationship.

Article 6 – In order to realize a common purpose with other associations or foundations, trade unions and similar non-governmental organizations or companies that are related to the purpose of the Association, the Association may, with the decision of the Board of Directors, establish an ordinary company or a commercial company or an economic enterprise or an economic organization in accordance with the provisions of the Turkish Commercial Code, the Code of Obligations and other relevant legislation, participate in established companies, leave the companies, enterprises or organizations it has established or participated in in accordance with the provisions of the Law on Associations, the Commercial Code and other relevant legislation, or terminate such companies, enterprises or organizations.

Field of Activity of the Association

Article 7 – UDGD may provide trainings and organize events for entrepreneurs and entrepreneur candidates to enable them to increase their effectiveness. It can support the needs of institutions and organizations operating in digital or entrepreneurship-related activities on the basis of trainers, consultancy, advertising, projects.

Founding Members of the Association

Article 8 – The founding members of the Association and their credentials are defined in Article 67 of the bylaws. article of the law.

Becoming a Member of the Association, Resignation and Expulsion from Membership

Article 9 – Associations Real and legal persons who have the capacity to act, who accept to work in line with the objectives and principles of the association, who adopt the statute of the association, who are entrepreneurs and managers or have this potential and who meet the other conditions specified below may apply for membership to the association. However, foreign real persons must also have the right to reside in Turkey in order to become a member. These conditions are not required for honorary membership.

Article 10 – The application for membership to be made in writing to the presidency of the association shall be decided by the board of directors of the association within thirty days at the latest as acceptance to membership or rejection of the request and the result shall be notified to the applicant in writing. The member whose application is accepted shall be recorded in the book to be kept for this purpose.

Article 11 – The original members of the Association are the founders of the Association and the persons who are accepted as members by the Board of Directors upon their application.

Article 12 – Persons who provide material and moral support to the Association may be accepted as honorary members with the decision of the Board of Directors.

Unsubscribing

Article 13 – Each member has the right to withdraw from the Association, provided that he/she notifies in writing at least 15 working days in advance.

Article 14 – As soon as the member’s resignation petition is received by the board of directors, the exit procedures shall be deemed finalized. Resignation from membership does not terminate the member’s accumulated debts to the association.

Dismissal from Membership

Article 15 – Cases requiring expulsion from the membership of the Association, A- Acting in violation of the Association’s bylaws,

B- Continuously avoiding assigned tasks,

C- Failure to pay the membership fee within 60 days despite a written warning, D- Failure to comply with the decisions taken by the organs of the Association,

E- Having lost the conditions to become a member,

F- Engaging in works and actions that force and prevent the realization of the purpose of the Association,

G- Staying away from association activities; meetings, trainings, studies,

In the event that one of the above-mentioned situations is detected, it is removed from membership with the decision of the board of directors. Those who leave or are expelled from the association shall be deleted from the member registry and cannot claim any rights in the assets of the association.

Organs of the Association

Article 16 – The organs of the Association are specified below,

A- General Assembly

B- Management Board

C- Audit Board

Article 17 – The General Assembly is the most authorized decision-making body of the Association and consists of the members registered to the Association. General Assembly

1. This is usual at the time specified in the statute,
2. In cases deemed necessary by the board of directors or the supervisory board or upon the written application of one fifth of the members of the association, an extraordinary meeting is called by the board of directors. If the board of directors fails to convene the General Assembly, upon the application of one of the members, the judge of the peace shall appoint three members to convene the General Assembly. The Ordinary General Assembly is held every 3 years in June, on the day, place and time to be determined by the Board of Directors. convenes.

General Assembly’s Voting and Decision Making Procedures and

Shapes

Article 18 – In the General Assembly, unless otherwise decided, voting shall be open. In open voting, the method to be specified by the President of the General Assembly is applied.

Article 19 – In the event of a secret ballot, the papers or ballot papers that have been sanctioned by the chairman of the meeting shall be thrown into an empty container after the members have done the necessary and the result shall be determined by open casting after the end of voting.

Article 20 – The decisions of the General Assembly shall be taken by the absolute majority of the members attending the meeting. Provided that, decisions on amendment of the statutes and dissolution of the association can only be taken by a two-thirds majority of the members attending the meeting.

Duties and Powers of the General Assembly

Article 21 – Election of the organs of the association, amendment of the by-laws of the association, discussion of the reports of the board of directors and the board of directors and release of the board of directors, discussion of the budget prepared by the board of directors and approval of the same or amended budget, authorization of the board of directors to purchase the immovable properties necessary for the association or to sell the existing immovable properties, reviewing the regulations to be prepared by the board of directors regarding the activities of the association and approval of the same or amended regulations, Determining the remuneration and all kinds of allowances, travel allowances and compensations to be paid to the chairman and members of the board of directors and supervisory boards of the Association who are not public officials, determining the amount of daily allowances and travel allowances to be paid to the members to be assigned for the services of the Association, international activities of the Association, joining or leaving associations and organizations abroad as a member, establishing a foundation of the Association, dissolution of the Association, examining and deciding on other proposals of the Board of Directors, fulfilling other duties specified by the General Assembly in the legislation.

Article 22 – The General Assembly shall supervise the other organs of the Association and may dismiss them for just cause.

Article 23 – The General Assembly shall make the final decision on admission to membership and expulsion from membership. As the most authorized body of the association, it performs the tasks and exercises the powers not delegated to any other body of the association.

Organization, Duties and Authorities of the Board of Directors

Article 24 – The Board of Directors shall be elected by the General Assembly as seven regular and seven substitute members.

Article 25 – At its first meeting after the election, the board of directors shall, by a resolution, divide the duties and appoint the chairman, vice-chairman, secretary, treasurer and member.

Article 26 – In the event of a vacancy in the original membership of the Board of Directors due to resignation or other reasons, it is obligatory to call the substitute members to duty in the order of the majority of votes received in the General Assembly.

Duties and Authorities of the Board of Directors

Article 27 – To represent the Association or to authorize one or more of its members in this regard, To carry out transactions related to income and expenditure accounts and to prepare the budget for the next period and submit it to the general assembly, To prepare the regulations related to the work of the Association and submit them to the approval of the general assembly, To purchase immovable property with the authority granted by the general assembly, to sell movable and immovable property belonging to the association, to construct buildings or facilities, to make lease agreements, to establish pledges, mortgages or real rights in favor of the association, To ensure the opening of representative offices where deemed necessary, To implement the decisions taken in the General Assembly, To prepare the operating account statement or balance sheet and income statement of the association at the end of each activity year and the report explaining the work of the board of directors, to present it to the general assembly when it convenes, to ensure the implementation of the budget, To decide on the issues of membership or dismissal from membership, To take and implement all kinds of decisions to realize the purpose of the association, To perform other duties and use the powers given to it by the legislation,

Organization, Duties and Authorities of the Audit Committee

Article 28 – The supervisory board shall be elected by the general assembly as three original and three substitute members.

Article 29 – In the event of a vacancy in the original membership of the supervisory board due to resignation or other reasons, it is obligatory to call the substitute members to duty in the order of the majority of votes received in the general assembly.

Duties and Powers of the Audit Committee

Article 30 – The supervisory board audits whether the association operates in line with the purpose and the fields of activity specified to be carried out for the realization of the purpose, whether the books, accounts and records are kept in accordance with the legislation and the statute of the association, according to the principles and procedures determined in the statute of the association and at intervals not exceeding one year, and submits the results of the audit in a report to the board of directors and to the general assembly when it convenes.

Article 31 – The supervisory board may request the general assembly to be called for a meeting when necessary.

Income Sources of the Association

The sources of income of the Association are listed below.

1. Member Dues From Members Introduction payment as 250 TL, monthly as 35 TL Dues is taken.

The general assembly is authorized to increase or decrease these amounts.

1. Donations and donations made by natural and legal persons to the association voluntarily aids
2. Provided from activities such as tea and dinner meetings, trips and entertainment, representation, concerts, sports competitions and conferences organized by the Association incomes,
3. Obtained from the assets of the association incomes,
4. Help donations and aids to be collected in accordance with the provisions of the legislation on collection.
5. The income obtained from the commercial activities undertaken by the Association in order to provide the income it needs to realize its purpose gains
6. Other incomes.

Bookkeeping Principles and Procedures of the Association and Books to be kept

Article 32 – The Association shall keep books on the basis of business account. However, the annual gross income should be calculated in accordance with Article 31 of the Regulation on Associations. In the event that it exceeds the limit specified in the article, books shall be kept on the balance sheet basis starting from the following fiscal year.

Article 33 – The books and records of the Association shall be kept in accordance with the procedures and principles specified in the Regulation on Associations.

Article 34 – The books to be kept on the business account basis and the principles to be followed are as follows; 1- Decision Book: The decisions of the Board of Directors are written in this book in order of date and number and the decisions are signed by the members attending the meeting. 2- Member Registration Book: The identity information of those who enter the association as a member, their entry and exit dates are recorded in this book. The amount of entrance and annual dues paid by the members can be recorded in this book. 3- Document Registration Book: Incoming and outgoing documents are recorded in this book with date and sequence number. The originals of incoming documents and copies of outgoing documents are filed. Documents received or sent via electronic mail are kept as long as they are printed out. 4- Operating Account Book: Revenues received and expenses incurred on behalf of the Association are kept in a clear and regular as this notebook processed. 5- Received Document Registration Ledger Receiveddocuments Series and sequence numbers, the names, surnames and signatures of those who receive and return these documents, and the dates of receipt and return are recorded in this book. 6- Fixtures Book: The date and manner of acquisition of the fixtures belonging to the Association, the places where they are used or given, and the deregistration of those who have expired are recorded in this book. processed.

Article 35 – Certification of Books: The books that must be kept in the association (except the Big Book) shall be certified by the provincial directorate of associations or a notary public before they are used. These books shall continue to be used until they run out of pages and shall not be subject to interim certification. However, the Journal Book kept on the balance sheet basis must be recertified every year in the last month preceding the year in which it will be used.

Article 36 – Preparation of Income Statement and Balance Sheet: In case of keeping records on an operating account basis, a “Statement of Operating Account” (specified in Annex-16 of the Regulation on Associations) is prepared at the end of the year (December 31). In case of keeping books on the balance sheet basis, balance sheet and income statement are prepared at the end of the year (December 31) based on the Accounting System Implementation General Communiqués published by the Ministry of Finance.

Income and Expenditure Transactions of the Association

Article 37 – The revenues of the Association shall be collected with a “Receipt Certificate” (a sample of which can be found in Annex 17 of the Regulation on Associations). In the event that the revenues of the Association are collected through banks, documents such as receipts or account statements issued by the bank shall replace the receipt.

Article 38 – Expenditures of the Association shall be made with expenditure documents such as invoices, retail sales receipts, self-employment receipts. However, the association may not Tax For payments within the scope of Article 94 of the Law Tax Expense voucher in accordance with the provisions of the Procedural Law, for payments not included in this scope (a sample of which can be found in Annex-13 of the Regulation on Associations) Documents such as “Expense Voucher” or “Bank Receipt” as expenditure documents used.

Article 39 – Free goods and service deliveries to be made by the association to persons, institutions or organizations (sample in Annex-14 of the Regulation on Associations) “In-Kind Aid Delivery Certificate”. Free goods and service deliveries to be made to the association by persons, institutions or organizations (sample in Annex-15 of the Regulation on Associations) “The same Acceptance with “Donation Receipt It is done.

Article 40 – These documents shall be printed in the form and size shown in Annex-13, Annex-14 and Annex-15, in binders consisting of fifty original and fifty stub sheets, bearing consecutive serial and sequence numbers, self-carbonized, or in the form or continuous form to be printed through electronic systems and printing machines. Documents to be printed in the form of forms or continuous forms must be of the specified quality.

Receipt Documents

Article 41 – “Certificates of Receipt” (in the format and size shown in Annex 17 of the Regulation on Associations) to be used in the collection of the income of the Association shall be printed by the decision of the Board of Directors.

Article 42 – The relevant provisions of the Regulation on Associations shall apply to the printing and control of the receipts, receipt from the printing house, recording in the book, handover between the old and new treasurers and the use of these receipts by the person or persons who will collect income on behalf of the association and the delivery of the collected income.

Authorization Certificate

Article 43 – The person or persons who will collect income on behalf of the Association, excluding the actual members of the Board of Directors, shall be determined by a resolution of the Board of Directors, specifying the period of authorization. The “Authorization Certificate” (in Annex 19 of the Regulation on Associations) containing the clear identity, signature and photographs of the persons who will collect income is issued in duplicate by the association and approved by the chairman of the board of directors of the association. Full members of the board of directors may collect income without a certificate of authorization.

Article 44 – Authorization The duration of the documents may be determined by the board of directors for a maximum of one year.nir. Expired authorization certificates shall be renewed according to the first paragraph. Authorization In cases such as the expiration of the term of the authorization certificate or the resignation, death, termination of employment or termination of duty of the person in whose name the authorization certificate has been issued, it is obligatory to deliver the authorization certificates issued to the board of directors of the association within one week. Also, The authorization to collect income is granted by the decision of the board of directors for each zaman can be canceled.”

Retention Period of Income and Expenditure Documents

Article 45 – Except for the books, the receipt documents, expenditure documents and other documents used by the association shall be kept for 5 years in accordance with the number and date order in the books in which they are recorded, without prejudice to the periods specified in special laws.

General Assembly Final Declaration

Article 46 – Within thirty days following the ordinary or extraordinary general assembly meetings, the General Assembly Results Notification (in Annex-3 of the Regulation on Associations) including the original and substitute members elected to the executive and supervisory boards and other organs shall be submitted to the local administrative authority.

Article 47 – In the event that the bylaws are amended at the general assembly meeting; the minutes of the general assembly meeting, the old and new versions of the amended articles of the bylaws, the final version of the bylaws of the association, each page of which is signed by the absolute majority of the members of the board of directors, shall be submitted to the local administrative authority within the period specified in this paragraph and in the annex of a letter.

Notification of Immovables

Article 48 – The immovable properties acquired by the Association shall be notified to the local administrative authority by filling in the “Immovable Property Declaration” (presented in Annex-26 of the Regulation on Associations) within thirty days following the registration to the title deed.

Notification of Receiving Aid from Abroad

Article 49 – In the event that the Association is to receive aid from abroad, before receiving the aid (specified in Annex-4 of the Regulation on Associations) “From abroad Help Pick-up Notification Form” and notify the local administrative authority.

Article 50 – Receipt of cash aid through banks and notification before use

condition must be fulfilled.

Notification of Changes

Article 51 – Changes in the place of residence of the association shall be notified to the local administrative authority within thirty days following the change by filling in the “Notification of Change in Place of Residence” (specified in Annex-24 of the Regulation on Associations) and changes in the organs of the association other than the general assembly meeting shall be notified to the local administrative authority within thirty days following the change by filling in the “Notification of Change in the Organs of the Association” (specified in Annex-25 of the Regulation on Associations).

Article 52 – Amendments to the statute of the Association shall be notified to the local administrative authority within thirty days following the general assembly meeting at which the amendment to the statute was made, in the annex of the general assembly result notification.

Internal Audit of the Association

Article 53 – Internal audits may be conducted by the general assembly, the board of directors or the supervisory board in the association, or independent audit institutions may be commissioned to conduct audits. The fact that an audit has been conducted by the general assembly, the board of directors or independent audit institutions does not remove the obligation of the audit committee.

Article 54 – An audit of the association shall be carried out by the supervisory board at least once a year. The general assembly or the board of directors may conduct audits or have independent audit firms conduct audits when deemed necessary.

Borrowing Procedures of the Association

Article 55 – In order to realize the purpose of the Association and to carry out its activities, the Association may borrow money with the decision of the Board of Directors in case of need. This borrowing can be in the form of goods and services purchased on credit or in cash. However, this borrowing cannot be made in amounts that cannot be covered by the income sources of the association and cannot be of a nature that will put the association into insolvency.

Changing the Association Statute

Article 56 – Amendment of the Statute may be made by a resolution of the General Assembly.

Article 57 – In order to amend the bylaws in the general assembly, 2/3 majority of the members who have the right to participate in the general assembly is sought. In the event that the meeting is postponed due to lack of majority, the majority is not required in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the boards of directors and supervisory boards.

Article 58 – The majority of the votes required for the amendment of the Bylaws shall be 2/3 of the votes of the members attending the meeting and entitled to vote. Voting on the amendment of the statute shall be open at the general assembly.

Dissolution of the Association and Liquidation of Assets

Article 59 – The general assembly may at any time decide to dissolve the association.

Article 60 – 2/3 majority of the members who have the right to participate in the general assembly in order to discuss the termination issue in the general assembly is sought. In the event that the meeting is postponed due to lack of majority, the majority is not required in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the boards of directors and supervisory boards.

Article 61 – The majority of the votes of the members attending the meeting and having the right to vote is 2/3 of the votes required for the dissolution decision to be taken. Voting on the dissolution resolution shall be open at the general assembly.

Liquidation Procedures

Article 62 – When the General Assembly decides on dissolution, the liquidation of the money, property and rights of the association shall be carried out by the liquidation committee consisting of the members of the last board of directors. These procedures shall be initiated as of the date of the general assembly resolution on dissolution or the date of finalization of the automatic termination. During the liquidation period, the phrase “International Digital Entrepreneurship Association in Liquidation” shall be used in the name of the association in all transactions.

Article 63 –
Liquidation The board is responsible and authorized to complete the liquidation of the money, property and rights of the association from the beginning to the end in accordance with the legislation. This board will first review the accounts of the association examines. During the examination, the books, receipt documents, expenditure documents, title deed and bank records and other documents of the association are determined and its assets and liabilities are recorded in a minute. Liquidation During the proceedings, a call is made to the creditors of the association and the assets, if any, are converted into money and given to the creditors. is paid. In case the Association is a creditor, receivables are collected It is done. All money, property and rights remaining after the collection of receivables and payment of debts shall be transferred to the place determined by the general assembly. In the general assembly, if the place to be transferred is not determined, to the association closest to the purpose of the association in the province where the association is located and which has the highest number of members on the date of termination is transferred.

Article 64 – All transactions relating to the liquidation shall be shown in the liquidation minutes and the liquidation transactions shall be completed within three months except for the additional periods granted by the local administrative authorities based on a justified reason.

Article 65 – Following the completion of the liquidation and transfer of the money, property and rights of the association, the liquidation committee must notify the local administrative authority of the place where the headquarters of the association is located with a letter within seven days and the liquidation minutes must be attached to this letter.

Article 66 – The last members of the Board of Directors, as the liquidation committee, are responsible for keeping the books and documents of the Association. This task may also be assigned to a member of the Board of Directors. The retention period of these books and documents is five years.

Article 67 – Founding Members

Article 68 – The provisions of the Law on Associations, the Turkish Civil Code and the Regulation on Associations issued with reference to these Laws and the provisions of other relevant legislation on associations shall apply to matters not specified in this Statute.

This regulation consists of 68 (Sixty Eight) articles.