Regulations

The Name and Headquarters of the Association

Name of the Association:
Article 1 The name of the association is “MUTFAK DOSTLARI DERNEĞİ” (Gastronomic Society of Turkey).
Headquarters of the Association

Article 2 The headquarters of the association is in Istanbul.
Karaköy Mumhane Street, Karaköy Güllüoğlu Building No.171 Floor 5 Beyoğlu/ISTANBUL

PURPOSE OF THE ASSOCIATION, WORKING CONDITIONS AND METHODS

Purpose of the Association

Article 3 To reveal and develop our culinary treasures, dining and serving etiquette in all its aspects through scientific research or commissioned research; to promote our cuisine domestically and internationally; to provide education in this field and assist educational institutions; to contribute scientifically to determining the place and importance of food and beverages in healthy nutrition; to monitor developments related to food and beverage topics domestically and internationally; to encourage, disseminate, promote and popularize such studies.

Subjects and Methods of Work for Achieving the Purpose

Article 4 For the realization of the purpose stated in Article 3:

The association reveals and develops our culinary treasures, dining etiquette, serving etiquette with all its features through scientific research or commissioned research. It promotes our cuisine domestically and internationally. It provides education in this field and assists educational institutions. It contributes scientifically to determine the place and importance of food and beverages in healthy nutrition. It monitors developments related to foodand beverage topics domesticallyand internationally.It encourages, disseminates,and popularizes such studies.In addition; it states thatthe services it aims at are open for everyone’s benefitand not limitedto a specific region or audience.It spends at least two-thirds (2/3)of its annual income on its goals.It establishes a documentation centerand database.

The association reveals and develops all the features of our culinary riches, food, beverage and presentation etiquette by conducting or commissioning scientific research. It enables the promotion of our cuisine both at home and abroad. It provides training in this field and assists organizations that provide training. It scientifically contributes to determining the place and importance of food and beverage in human healthy nutrition. It follows the developments regarding food and beverage issues at home and abroad. It encourages, disseminates and popularizes such studies. Moreover; It states that the services it aims to provide are open to the benefit of everyone and are not limited to serving a certain region or group. It spends at least two-thirds (2/3) of the income earned during the year for the purposes of the association.

1. It creates a documentation center and databank.
2. It produces and commissions all kinds of periodical, non-periodical and visual publications on this subject.
3. He undertakes initiatives and studies to establish the “Turkish Cuisine Research Institute”.
4. Prepares and implements training programs in accordance with its purpose. It supports educational institutions operating in this field and helps students.
5. Through seminars, panels and economic enterprises at home and abroad, food fairs, lotteries, ballets, concerts, conferences, trips, competitions, exhibitions, application studies, etc. organizes events. Participates in such events organized outside itself.
6. It prepares professional conduct, rules and principles (codes) regarding the subject. It tries to ensure their adoption.
7. It provides consultancy services to private and public organizations on the subject.
8. It opens local locations by obtaining the necessary permission for the application. Organizes meetings. It may rent, purchase, sell and operate movable properties for its purposes and activities.
9. It can open branches.
10. The association may open an economic enterprise for the purpose of carrying out its activities.

MEMBERSHIP OF THE ASSOCIATION

Right to Become a Member

Article 5 Those who have reached the age of 18 and have the capacity to exercise civil rights, and those who are actively engaged in Turkish cuisine or are involved in the activities mentioned in the “purpose” article of the bylaws can become members of the association, provided that they do not fall under the continuous deprivation or restriction of rights specified in the relevant articles of the Associations Law. Non-Turkish citizens can be admitted as members if they have the right to reside in Turkey, apart from the conditions required for Turkish citizens. Residence is not required for honorary membership. Honorary membership is decided by a majority vote of the Board of Directors. Honorary members are not obliged to pay dues. Honorary members do not have voting rights. The Board of Directors must decide on membership applications within thirty days at most and notify the applicant in writing. No one can be forced to become a member of an association.

Resignation from Membership

Article 6 Every member has the right to resign from membership by written notification. The member’s resignation letter is considered effective as soon as it reaches he Board of Directors. Resignation does not terminate any outstanding debts owed by a member tothe association.

Termination of Membership

Article 7 The membership of those who lose their right to become a member of the association due to continuous deprivation or restriction of rights specified in the relevant articles of Law No. 5253 on Associations, and those who are expelled from membership due to actions contrary to the association’s bylaws, shall be terminated. In case one of the aforementioned situations is determined, the membership record shall be deleted by the Association Board of Directors. Members who are expelled from membership due to actions contrary to the association’s bylaws have the right to appeal at the general assembly. The membership of members who fail to pay their membership dues for two consecutive years despite a written request from the Board of Directors shall be terminated.

Rights of Members

Article 8 Association members have equal rights. Each member has one voting right at general assembly meetings.

GENERAL ASSEMBLY

Formation

Article 9 The general assembly of the association consists of members who have paid their membership fees. In the case of opening a branch of the association, the general assembly shall consist of delegates elected at the branch’s general meetings, transferred from the registered members in the headquarters and branches up to three; and if there are more than three branches, it shall consist of delegates elected at branch general meetings after transferring registered members from the headquarters to the branches.

Meeting Time

Article 10 The general assembly meets as ordinary every two years in January. In addition to ordinary meetings, the general assembly can be convened by the Board of Directors or Audit Committee when deemed necessary or upon written request from one-fifth of the association members. If the Board of Directors fails to convene a general assembly within one month upon such request, or if requested by a member and approved by a judge in charge at Peace Judiciary Court, a committee consisting of three members is appointed among association members by conducting a hearing to call for a general assembly meeting.

Notification Method

Article 11 After the Board of Directors prepares a list identifying the members who have the right to attend the general assembly in accordance with the association’s bylaws, the members who will attend the general assembly are notified at least fifteen days in advance. The date, time, venue, and agenda of the meeting are announced in a newspaper or on the association’s website, and also communicated in writing or through electronic mail or communication channels provided by the member. If a meeting cannot be held due to lack of quorum, it is stated when and where the second meeting will be held. The period between the first and second meetings cannot be less than seven days or more than sixty days. If a meeting is postponed for reasons other than failure to achieve quorum, this is announced to members in accordance with the notification method used for the first meeting, along with an explanation of why it was postponed. The second meeting must take place within two months from the date of postponement. Members are re-notified for attendance at the second meeting according to the principles specified in the first paragraph. The general assembly meeting cannot be postponed more than once.

Meeting Venue

Article 12 General assembly meetings cannot be held in a location other than where the association’s headquarters is located.

Quorum
Article 13 The general assembly is convened with the attendance of more than half of the members who have the right to attend the general assembly as stated in the association’s bylaws. If quorum cannot be achieved at the first meeting, quorum is not required for the second meeting. However, the number of members attending this second meeting cannot be less than twice the total number of members of the Board of Directors and Audit Committee.

Procedure for Conducting Meetings

Article 14 Association general assembly meetings are held on the date, time, and venue specified in the announcement. Members who will attend the general assembly sign their names next to their names in the list prepared by the Board of Directors upon entering the meeting place. If the quorum specified in Article 13 of the bylaws is met, this is recorded in a report. The meeting is opened by the President of the Board of Directors or one of the members delegated by them. If quorum cannot be achieved, a report is prepared by the Board of Directors. After opening, a chairperson, an adequate number of vice-chairpersons, and a secretary are elected to form a presidium to manage the meeting.

In voting for elections of association bodies, members casting votes must show their identification to the presidium and sign next to their names on attendance list. The management and security of the meeting are under the responsibility of the chairperson.
During the general assembly, each member has one voting right and must personally use their vote. Honorary members can attend general assembly meetings but cannot vote. If a legal entity is a member, the President of the Board of Directors or a person designated by them with power of attorney can vote. The topics discussed and decisions made at the meeting are written in a report and signed by the chairperson and secretaries together. At the end of the meeting, the report and other documents are handed over to the President of the Board of Directors. The President is responsible for preserving these documents and delivering them to the newly elected Board of Directors within seven days.

Topics to be Discussed at Meetings

Article 15 Only items on the agenda are discussed during general assembly meetings. However, if at least one-tenth of the members present at the meeting request that certain topics be included in the agenda, they must be added.

Duties and Powers of the General Assembly

Article 16 The following matters are discussed and decided upon by the general assembly:
⦁ Election of association bodies,
⦁ Amendment of the association bylaws,
⦁ Discussion of reports from the management and supervisory boards, and approval of the Board of Directors’ activities.
⦁ Discussion and approval, with or without modifications, of the budget prepared by the Board of Directors.
⦁ Granting authorization to the Board of Directors for leasing, purchasing, or selling immovable properties necessary for the association.
⦁ Joining or leaving a federation,
⦁ Joining or leaving international activities as a member,
⦁ Dissolution of the association,
⦁ Performing other duties determined by law and association bylaws to be carried out by the general assembly,
⦁ Deciding on opening branch offices or granting authority to branch founders.

Voting and Decision-Making Procedures and Methods

Article 17 Votes are cast either secretly or openly. Secret votes are those collected by the Board of Directors in sealed papers or ballot papers, which are then sealed or left empty by the members and put into a container, and the result is determined by an open count after the voting is completed. In open votes, the method specified by the chairman of the general assembly is followed.

MANAGEMENT AND SUPERVISORY BOARDS

Formation, Duties, and Powers of the Board of Directors

Article 18 The Board of Directors is elected by the General Assembly with ten regular members and seventeen reserve members. In case of vacancies in regular membership, it is obligatory to call on reserve members to take office. The Board of Directors performs the following duties.

1. To represent the association or to authorize one or more of its members in this regard.
2. To carry out transactions regarding the income and expense accounts of the association and to prepare the budget for the next period and submit it to the general assembly for approval.
3. To purchase immovable property, to sell movable and immovable property belonging to the association, to have a building or facility constructed, to make a rental agreement, to establish pledges, mortgages or rights in rem in favor of the association, with the authority given by the general assembly.
4. To ensure that transactions related to opening branches are carried out with the authority given by the general assembly.
5. To ensure the inspection of the branches of the association,
6. To ensure the opening of representative offices in places deemed necessary
7. To implement the decisions taken at the general assembly,
8. To prepare the association’s operating account statement or balance sheet and income statement and a report explaining the activities of the Board of Directors at the end of each activity year, and to present it to the general assembly when it meets.
9. Ensuring the implementation of the budget
10. To decide on the recruitment or expulsion of members from the association.
11. To take and implement all kinds of decisions within its authority in order to realize the purpose of the association,
12. To perform other duties and exercise the powers assigned to it by the association charter and legislation.
13. At its first meeting after the election, the Board of Directors determines the President, Vice-Presidents, Secretary, Treasurer and members by dividing the tasks by a decision.
14. The Board of Directors meets without invitation at least once a month at the association’s residence on a certain day and time to be agreed upon in advance. The board of directors meets with the presence of one more than half of the total number of members. Decisions are taken by majority vote. In case of equal votes, the President’s vote provides the majority.
15. The president represents the association.
16. A member of the Board of Directors who does not attend the Board of Directors meeting three times in a row without providing a valid excuse will be terminated as a member of the Board of Directors. According to Article 19, the Board of Directors is completed with substitute members.

Complementing the Board of Directors with Alternate Members

Article 19 If the number of members of the Board of Directors falls below half of the total number of members after the replacements are brought in due to vacancies, the General Assembly will be called to a meeting within one month by the current members of the Board of Directors and the Auditing Board. If the call is not made, and if one of the members of the association applies, the Civil Judge of Peace of that place will hold a hearing and assign three people to be chosen among the members of the association to convene the general assembly within one month.

Supervisory Board

Article 20 The Auditing Board consists of three main and three substitute members and is elected by the general assembly. This board carries out its audit duty at intervals not exceeding six months, in accordance with the principles and procedures specified in the association charter, and presents the audit results in a report to the Board of Directors and the general assembly when it meets.

OTHER ORGANS

Article 21 Other bodies may also be established in the association. However, the duties, powers and responsibilities of the General Assembly, the Board of Directors and the Supervisory Board cannot be transferred to these bodies. Members who have served at least one term on the Board of Directors of the Association or have assumed the presidency constitute the advisory board. Advisory board members continue to have dues obligations. The current Chairman of the Board of Directors calls this board to a meeting to seek their opinions.

NOTIFICATION OBLIGATION

Article 22 Notifications to the Local Authority

General Assembly Result Notification

Within thirty days following the ordinary or extraordinary general assembly meetings, the “General Assembly Result Notification” form, which includes the principal and substitute members elected to the Board of Directors and Audit Boards and other bodies, is submitted to the Local Administration. In case of a change in the statute at the General Assembly meeting; The minutes of the general assembly meeting, the old and new version of the amended articles of the charter, the final version of the association charter, each page of which is signed by the absolute majority of the members of the board of directors, are submitted to the Local Administrative Authority as an attachment to a letter within the period specified in this paragraph.

Notification of Real Estate

The immovable properties acquired by the association are reported to the Civil Administration Authority by filling out the “Immovable Property Notification” form within thirty days from the date of registration in the land registry.

Notification of Receiving Assistance from Abroad

If the association is to receive assistance from abroad, the “Notification of Receiving Assistance from Abroad” form is filled out before receiving assistance and a notification is made to the Local Administration. Cash aid must be received through banks and the notification requirement must be met before use.

Notification of Changes

The change in the location of the association is made through the “Notification of Change of Settlement” form; Any changes that occur in the association’s bodies, other than the general assembly meeting, are notified to the Local Administration within thirty days following the change by filling out the “Notification of Changes in the Association’s Bodies” form. Changes made to the statute of the association shall be made within thirty days following the general assembly meeting in which the amendment of the statute was made.
It is notified to the Local Administrative Authority in the annex of the “Board Result Notification” form.

ASSOCIATION BRANCHES

Branches, Establishment of Branches

Article 23
A- Associations Can Open Branches
1. The Association may open branches at home and abroad in accordance with the terms of the Turkish Civil Code, by the decision of the General Assembly.
2. These branches operate in accordance with the Turkish Civil Code and the Law on Associations, the provisions of this charter and the internal regulations of the Association.
3. When deemed necessary by the Board of Directors of the Association, it may open representative offices at home and abroad in accordance with the Law on Associations.
B- Branch Organs
1. General Assembly; It consists of all members registered in the branch. Branches hold their ordinary branch general assembly meeting with elections every two years in October. Branches must complete their general assemblies at least two months before the association’s general assembly meetings. In branch general assemblies, two delegates are elected each to represent the branch board of directors, the branch supervisory board, and the branch at the General Assembly of the Association.
2. Board of Directors ; Five principal and five substitute members are elected by the general assembly. The branch board of directors ensures that the branch operates in accordance with the objectives of the association. The branch board of directors determines the president, vice president, secretary, treasurer and member by making a decision at the first meeting following the election. In the payment of branch expenses, authorization is made in accordance with the circular to be prepared by the decision of the Board of Directors of the Association.
3. Supervisory Board; Three principal and three substitute members are elected by the general assembly. The branch audit board carries out its audits whenever it wishes, at intervals not exceeding six months. It presents the audit results in the form of a report to the branch board of directors and to the branch general assembly when it meets.
C- The provisions of the Associations Law No. 5253 and these regulations apply to the branches.
With this,
1. Members who have the right to attend the General Assembly are invited to the meeting at least fifteen days in advance by notifying the day, time, place and agenda in writing, on the website or by e-mail.
2. Branches must finish their ordinary general assembly meetings at least two months before the central general assembly meeting. A copy of the General Assembly result notification must be submitted to the Local Administration and the Headquarters within thirty days following the date of the meeting.
3. Delegates elected at the last Branch General Assembly attend the Headquarters General Assembly. Members of the Headquarters Management and Supervisory Board attend the Headquarters General Assembly, but cannot vote unless they are elected as delegates on behalf of the branch.
4. Those who serve in the Management or Audit Board of the branches leave their positions in the branch when they are elected to the Headquarters Management or Audit Board.

REVENUES OF THE ASSOCIATION

Income Sources

Article 24 The income sources of the association are as follows;
1. Membership dues
2. Income obtained from activities such as lotteries, panels, seminars, balls, entertainment, representations, concerts, competitions and conferences organized by the association’s publications.
3. Income from the association’s promotional activities abroad
4. Income from the assets of the association.
5. Donations and aid
6. Donations and aid to be collected in accordance with the provisions of the legislation on charity collection
7. In order for the association to receive assistance from real and legal persons or other organizations in foreign countries, permission must first be obtained from the Ministry of Internal Affairs.

Annual Fee Amount

Article 25 The annual dues to be paid by the members of the Association are determined by the General Assembly. It is decided separately for each year.

Organizations That Will Not Accept Aid

Article 26 The Association cannot accept any financial aid from political parties, employee and employer unions and professional organizations.

BOOKS, RECORDS AND DOCUMENTS

Books and Records

Article 27 The association keeps the following books;
1. Member registry book: The identities of those who join the association and their date of entry into the association are written in this book.
2. Decision Book: The decisions of the Board of Directors are written in this book in date and number order, and the decisions are signed by the chairman and members.
3. Incoming and Outgoing Document Book: Incoming and Outgoing documents are recorded in this book with their date and number. The originals of incoming documents and copies of outgoing documents are kept in the files.
4. Income and Expense Book: The places where all money received on behalf of the association is received and where the money spent is given are clearly and regularly shown in this book.
5. Budget, Final Account and Balance Sheet Book: Budget, final account and balance sheet are recorded in this book.
6. Fixture Book: Fixtures belonging to the association are recorded in this book. This book must be notarized.

Income and Expense Documents

Article 28 Association revenues are collected with a “receipt”. If the association’s revenues are collected through banks, documents such as receipts or account statements issued by the bank will serve as receipts. Association expenses are made with expense documents such as invoices, retail sales receipts and self-employment receipts. However, for the association’s payments within the scope of Article 94 of the Income Tax Law, an expense slip is used as an expense document in accordance with the provisions of the Tax Procedure Law, and for payments that are not within this scope, documents such as “Expense Receipt” or “Bank Receipt” are used as expenditure documents. Deliveries of free goods and services to be made by the Association to individuals, institutions or organizations are made with an “In-Kind Aid Delivery Certificate”. Free deliveries of goods and services to be made to the association by individuals, institutions and organizations are accepted with an “In-Kind Donation Receipt Certificate”. “Receipt Documents” to be used in the collection of association revenues are printed at the printing house by the decision of the Board of Directors. In matters regarding the printing and control of receipt documents, receiving them from the printing house, recording them in the ledger, handover between old and new treasurers, and the use of these receipt documents by the person or persons who will collect income on behalf of the association and the delivery of the collected revenues, the relevant provisions of the Associations Regulation are followed. . Except for the main members of the Board of Directors, the person or persons who will collect income on behalf of the association are determined by the decision of the Board of Directors, also specifying the period of authority. The “Certificate of Authorization”, which includes the clear identity, signature and photographs of the persons who will collect income, is prepared in two copies by the association and approved by the President of the Association’s Board of Directors. The main members of the Board of Directors can collect income without a certificate of authorization.

The duration of authorization certificates is determined by the Board of Directors as one year at most. Expired authorization certificates are renewed in accordance with the provisions of the previous paragraph. In cases where the authorization certificate expires or the person for whom the authorization certificate is issued resigns, dies, or is terminated from employment or duty, it is mandatory to submit the issued authorization documents to the Board of Directors of the Association within one week. In addition, the authority to collect revenue is vested in the Board of Directors.

It can be canceled at any time by decision. Except for the books, receipts, expenditure documents and other documents used by the association are kept for five 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. The “Association Declaration” regarding the results of the Association’s activities and income and expense transactions for the previous year as of the end of the year is submitted to the relevant Local Administrative Authority by the President of the Association within the first four months of each calendar year, after being approved by the Association Board of Directors.

INTERNAL AUDIT FORMS OF THE ASSOCIATION

Article 29 The internal audit of the Association is carried out by the Board of Auditors once every six months. The General Assembly or the Board of Directors may audit when deemed necessary. Or it may be audited by independent auditing firms. The fact that an audit has been carried out by the General Assembly, the Board of Directors or independent audit firms does not eliminate the obligation of the Audit Board.

BORROWING PROCEDURES OF THE ASSOCIATION

Article 30 The Association may borrow money by the decision of the Board of Directors, if necessary, in order to achieve its purpose and carry out its activities. This borrowing can be done for the purchase of goods and services on credit or in cash. However, this borrowing cannot be made in amounts that cannot be covered by the association’s income resources or in a manner that would cause the association to have difficulty paying.

ACQUISITION OF IMMOVABLE PROPERTY

Article 31: The association’s residence and immovable properties required for its purposes and activities may be owned or rented. The properties purchased by the association or transferred to the association through donations or wills must be notified to the Civil Administration Authority by filling out the “Immovable Property Notification” form within thirty days from the date of registration in the land registry in the name of the association.

OPENING A LOCAL

Article 32 The association’s opening and operation of a club is subject to the permission of the highest local authority. The association may, when necessary, rent out the operation of the restaurant that is allowed to be opened and operated.

REGULATION CHANGE

Article 33 Amendments to the statute can be made by the decision of the General Assembly. In order to make changes to the statute at the General Assembly, a majority of 2/3 of the members who have the right to attend and vote in the General Assembly is required. If the meeting is postponed due to lack of majority, 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 Board of Directors and Audit Boards. The majority decision required for amendment of the statute is 2/3 of the votes of the members who attend the meeting and have the right to vote. Voting for charter amendments is made openly at the General Assembly.

TERMINATION OF THE ASSOCIATION AND LIQUIDATION OF ITS ASSETS

Article 34 Dissolution of the Association The General Assembly of the Association may decide to terminate the association at any time. In order for the General Assembly to decide on the dissolution of the association, at least 2/3 of the association members who have the right to attend the General Assembly according to the statute must be present at the meeting. If this majority is not achieved in the first meeting, the members are invited to the second meeting in accordance with Article 13 of the charter. Since the majority cannot be reached, a 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 Board of Directors and Audit Boards. The decision regarding termination must be made by the majority of 2/3 of the members present at the meeting and entitled to vote. Decision of termination voting is made openly in the General Assembly.

Liquidation Method of the Association

When the decision to terminate is made by the General Assembly, the liquidation of the money, property and rights of the association is carried out by the Liquidation Board consisting of the last members of the Board of Directors. These procedures start from the date on which the General Assembly Decision regarding termination is taken or the automatic termination becomes final. The phrase “Gastronomic Society of Turkey” is used in the name of the association for all transactions during the liquidation period. The Liquidation Board shall dispose of the money, property and assets of the association in accordance with the legislation.

It is responsible and authorized to complete the liquidation of rights procedures from beginning to end. This board first examines the accounts of the association. During the examination, the books, receipts, expenditure documents, title deed, bank records and other documents belonging to the association are determined and its assets and liabilities are recorded in a report. During the liquidation process, a call is made to the creditors of the association and their assets, if any, are converted into cash and paid to the creditors of the association.

If there is a creditor, the receivables are collected. After the collection of receivables and payment of debts, all remaining money, goods and rights are transferred to the place determined in the General Assembly. If the place to be transferred is not determined at the General Assembly, it is transferred to the association that is closest to its purpose in the province where the association is located and has the highest number of members on the date of termination. All transactions related to liquidation are shown in the liquidation report and the liquidation procedures are completed within three months, excluding additional periods given by the Local Administrative Authorities based on a justified reason. Following the completion of the liquidation and transfer of the association’s money, property and rights, the Liquidation Board will report the situation to the Local Administration where the headquarters of the association is located within seven days.

It is mandatory to notify the superior and the liquidation report must be attached to this letter. The last members of the Board of Directors, in their capacity as the Liquidation Board, are responsible for keeping the books and documents of the Association. This duty can be conferred to a board of member too. The retention period of these books and documents is fiveyears.

APPLICATION OF TURKISH CIVIL CODE

Article 35 In cases where there is no provision in the association statute, the provisions of the Associations Law, the Turkish Civil Code, the Associations Regulation issued with reference to these laws and other relevant legislation regarding associations shall apply.