Article 1 – Name of the Association
- “Endometriosis and Adenomyosis Association”.
- The Association’s headquarters is in Istanbul.
- Address of the Association: Istanbul
Article 2 – Purpose
- 1* To strengthen professional relations among colleagues in the field and to plan joint studies.
- 2* To conduct research and work on matters related to endometriosis, and to organize seminars and meetings to inform physicians and patients.
- 3* To organize national and international congresses related to endometriosis.
- 4* To provide the necessary support and research environment for members who will conduct scientific research in the field.
- 5* To expand education on the subject throughout the country and improve the quality of education.
- 6* To publish professional/scientific publications on the subject and prepare books.
- 7* To use membership fees, congress and course revenues, and income obtained from medical books or periodicals in order to achieve these purposes.
- 8* The Association may purchase and sell real estate.
- 9* To open branches and representative offices where deemed necessary.
- 10* To establish foundations and institutions to carry out these activities.
Article 3 – Membership
A – MEMBER
Any natural or legal person has the right to become a member of this Association provided that they: (i) hold a specialist title in any clinical or basic medical discipline—or a non-medical scientific discipline—related to endometriosis, primarily obstetrics and gynecology (such as Obstetrics and Gynecology, Family Medicine, Pathology, Urology, General Surgery, Internal Medicine, Medical Genetics, Immunology, Psychiatry, etc.), or are a graduate of psychology; (ii) declare a special interest in endometriosis; and (iii) commit to working wholeheartedly in line with the Association’s objectives stated above. However, foreign natural persons must also have the right of residence in Türkiye to become a member. This condition is not required for honorary membership.
A written membership application submitted to the Presidency of the Association shall be decided upon by the Board of Directors within a maximum of thirty (30) days as acceptance or rejection, and the result shall be notified to the applicant in writing. An applicant whose application is accepted shall be recorded in the membership register kept for this purpose.
The Association’s full members consist of the founders and those who are admitted to membership by the Board of Directors upon application.
Those who have provided significant material and moral support to the Association may be accepted as honorary members by decision of the Board of Directors.
When a branch is opened, the records of members registered at the headquarters are transferred to the branch. New membership applications are made to branches. Admission to membership and removal from membership are carried out by the branch boards of directors and are reported to the Headquarters in writing within a maximum of thirty (30) days.
To become a member of the Association, it is required to apply with a written petition to the Board of Directors, proposed by two members, and to attach the following documents:
- a. Copy of national ID card,
- b. For those employed in an official institution, a document from the institution’s supervisor confirming their employment,
- d. For self-employed professionals, membership certificate from the Medical Chamber or the relevant professional chamber,
- e. If needed, the name of an Endometriosis Association member to be referenced,
- f. A membership invitation letter via the Association’s secretariat based on a Board of Directors decision (for individuals with high ethical standards and professional skill and experience), or a CV including the list of national and international publications, specialization or doctoral thesis topics, and the scientific activities attended.
B – HONORARY MEMBER
Honorary members are those who have contributed to the advancement of reproductive medicine through their work and have served the profession and the Association for many years. To qualify for honorary membership, one must have completed the age of 65 and must not have received an ethical/disciplinary penalty.
Members who meet these criteria are evaluated by the Board of Directors upon the recommendation of at least two board members, and an Honorary Membership Certificate is presented ceremonially during the opening session of the first scientific meeting of the Endometriosis Association.
Honorary members are exempt from dues. They may attend scientific meetings without paying a registration fee and may participate in general assemblies without voting rights. For honorary members who are not citizens of the Republic of Türkiye, the age limit and residence requirement in Türkiye are not sought, provided that they contribute to the promotion of Türkiye and to Turkish reproductive medicine.
Upon invitation by the Board of Directors, honorary members designate one member among themselves as the Honorary President. The Honorary President is a symbolic figure throughout their professional life. The Honorary President may attend Board of Directors meetings without voting rights and may provide recommendations and contributions.
Article 4 – Withdrawal from Membership
Each member has the right to resign from the Association, provided that they notify the Association in writing. The resignation process is deemed completed as soon as the resignation petition reaches the Board of Directors. Withdrawal from membership does not terminate the member’s accumulated debts to the Association.
Article 5 – Removal from Membership:
Circumstances requiring removal from membership:
- 1- Acting contrary to the Association’s bylaws,
- 2- Persistently avoiding assigned duties,
- 3- Failing to pay membership dues within six months despite written warnings,
- 4- Not complying with decisions taken by the Association’s bodies,
- 5- Losing the conditions required for membership,
- 6- Acting, through work, attitude, and behavior, contrary to the Association’s bylaws and principles of professional ethics, and engaging in conduct that harms the honor of the profession and the Association.
For a member who falls within these behaviors, a file is prepared and, following review by the Disciplinary Board, a decision is made within one (1) month at the latest and submitted to the Board of Directors. The removal decision approved by the Board of Directors is notified to the member. This person shall not be readmitted to Association membership. In cases deemed necessary by the Board of Directors, the decision text and its justifications may also be sent to official authorities.
Those who resign or are removed are deleted from the membership register and cannot claim any rights over the Association’s assets.
Article 6 – The Association’s bodies are as follows:
- 1. General Assembly
- 2. Board of Directors
- 3. Audit Board
- 4. Disciplinary Board
Formation of the General Assembly, time of meeting, call and meeting procedure:
Article 7 – The General Assembly is the Association’s highest decision-making body and consists of the registered members of the Association.
The General Assembly:
1- Convenes ordinarily at the time specified in these bylaws,
2- Convenes extraordinarily within thirty (30) days if deemed necessary by the Board of Directors or the Audit Board, or upon written request of one-fifth of the members of the Association.
The ordinary General Assembly convenes once every three (3) years in September on the day, place, and time determined by the Board of Directors.
The General Assembly is called to meet by the Board of Directors.
If the Board of Directors fails to call the General Assembly, upon application by a member, the civil peace judge assigns three members to call the General Assembly to meet.
Call Procedure:
The Board of Directors prepares the list of members entitled to attend the General Assembly according to the Association bylaws. Members entitled to attend are called to the meeting at least fifteen (15) days in advance by announcing the day, time, place, and agenda in a newspaper or by written/electronic mail notification. This call shall also specify the day, time, and place of the second meeting if the first meeting cannot be held due to lack of quorum. The period between the first and second meetings cannot be less than seven (7) days or more than sixty (60) days.
If the meeting is postponed for a reason other than lack of quorum, this situation is announced to members in accordance with the call procedure used for the first meeting, stating the reasons for postponement. The second meeting must be held within six (6) months at the latest from the postponement date. Members are called again for the second meeting in accordance with the principles stated above.
The General Assembly meeting cannot be postponed more than once.
Meeting Procedure:
The General Assembly convenes with the absolute majority of members entitled to attend; in cases of amendment of the bylaws and dissolution of the Association, with the participation of two-thirds. If the first meeting is postponed due to lack of quorum, quorum is not required for 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 the Audit Board.
The list of members entitled to attend is kept ready at the meeting venue. Official identity documents of members entering the venue are checked by members of the Board of Directors or officials assigned by the Board. Members enter the meeting venue by signing next to their names on the list prepared by the Board of Directors.
If quorum is met, this is recorded in minutes and the meeting is opened by the Chair of the Board of Directors or a board member assigned by the Chair. If quorum is not met, a record is prepared by the Board of Directors.
After the opening, a council (presidium) is formed by electing a chair, sufficient vice chairs, and secretaries to manage the meeting. In votes for the election of Association bodies, members casting votes must show their IDs to the presidium and sign next to their names on the member list.
The presidium chair is responsible for ensuring order and security during the meeting.
Only agenda items are discussed in the General Assembly. However, matters requested in writing by one-tenth of the members present must be added to the agenda.
Each member has one vote in the General Assembly and must vote in person. Honorary members may attend but cannot vote. If a legal entity is a member, the chair of the legal entity’s board or the person authorized to represent it shall vote.
Matters discussed and decisions taken are recorded in minutes and jointly signed by the presidium chair and the secretaries. At the end of the meeting, the minutes and other documents are delivered to the Chair of the Board of Directors, who is responsible for preserving them and handing them over to the newly elected Board of Directors within seven (7) days.
Article 8 – Voting and Decision-Making Procedures and Forms of the General Assembly:
Unless otherwise decided, elections of Board of Directors and Audit Board members are held by secret ballot, while decisions on other matters are made by open vote. Secret ballots are those cast using sealed papers or ballot slips, followed by open counting and tallying.
To be elected to the Board of Directors, the member must not have been subjected to any criminal proceedings or sanctions. Candidates for the Board of Directors must be present at the General Assembly.
In open voting, the method specified by the General Assembly chair is applied.
General Assembly decisions are taken by the absolute majority of members attending; amendments to the bylaws and decisions of dissolution require a two-thirds majority of the members attending and entitled to vote.
Decisions Taken Without Meeting or Without Call:
Decisions taken with written participation without all members convening, as well as decisions taken when all members convene without complying with the call procedure stated in these bylaws, are valid. Such decision-making does not replace the ordinary meeting.
Duties and Powers of the General Assembly:
Article 9 – The following matters are discussed and decided by the General Assembly:
1- Election of the Association’s bodies,
2- Amendment of the Association bylaws,
3- Discussion of Board of Directors and Audit Board reports and discharge of the Board of Directors,
4- Discussion and acceptance of the budget prepared by the Board of Directors, as is or with amendments,
5- Supervision of other Association bodies and, if necessary, removal from duty for justified reasons,
6- Examination and decision of objections against Board of Directors decisions regarding rejection of membership or removal from membership,
7- Granting authorization to the Board of Directors for the purchase or sale of immovable property necessary for the Association,
8- Reviewing and approving regulations prepared by the Board of Directors regarding Association activities, as is or with amendments,
9- Determining the fees, allowances, travel expenses, and compensations to be paid to non-public-official chairs and members of the Board of Directors and Audit Board, and the daily allowances and travel expenses for members assigned for Association services,
10- Deciding on joining or leaving federations,
11- Deciding on opening branches and authorizing the Board of Directors in this regard,
12- Deciding on conducting international activities and joining/leaving associations and organizations abroad,
13- Establishing a foundation,
14- Dissolution of the Association,
15- Reviewing and deciding on other proposals of the Board of Directors,
16- Handling matters not assigned to other bodies and exercising powers as the highest authority of the Association,
17- Performing other duties required by legislation to be carried out by the General Assembly,
18- Deciding to initiate procedures in accordance with the law for the Association to be recognized as a public-benefit association.
Formation, Duties, and Powers of the Board of Directors:
Article 10 – The Board of Directors is elected by the General Assembly as seven (7) principal and five (5) substitute members.
In its first meeting after the election, the Board of Directors assigns duties by secret ballot and open count, determining the Chair, Vice Chair, Secretary, Treasurer, and a Member. The elected Chair and Vice Chair must be present at the board meeting in which they are elected. The Chair of the Board of Directors may be elected continuously for a maximum of two (2) consecutive terms.
The Board of Directors may convene at any time provided that all members are notified. It convenes with the attendance of more than half of its full member count. Decisions are taken by the majority of the members attending.
If a vacancy occurs in the principal membership of the Board of Directors due to resignation or other reasons, substitute members must be invited to duty according to the order of votes received in the General Assembly. If the Chair resigns, the Vice Chair automatically continues as Chair for the remaining term; this does not count as using one of the two consecutive term rights. If both the Chair and Vice Chair resign, after substitutes complete the board, a new election is held by secret ballot and open count for the vacant position(s). If, after calling substitutes, the number of board members falls below half of the full number of board members, the General Assembly is called to an extraordinary meeting within one (1) month by the remaining board members or by the Audit Board.
Duties and Powers of the Board of Directors:
The Board of Directors performs the following:
1- To represent the Association or authorize one of its members or a third party for representation,
2- To carry out transactions related to income and expense accounts and prepare the budget for the next period to submit to the General Assembly,
3- To prepare regulations related to Association activities and submit them to the General Assembly for approval,
4- With authorization from the General Assembly, to purchase immovable property, sell movable and immovable property belonging to the Association, construct buildings or facilities, execute lease agreements, and establish pledges/mortgages or other in rem rights in favor of the Association,
5- With authorization from the General Assembly, to conduct procedures for opening branches,
6- To ensure supervision of branches,
7- To ensure the opening of representative offices where deemed necessary,
8- To implement decisions taken by the General Assembly,
9- At the end of each activity year, to prepare the operating account statement or balance sheet and income statement, and a report explaining board activities, and submit to the General Assembly when convened,
10- To ensure implementation of the budget,
11- To decide on admission to membership or removal from membership,
12- To take and implement any decisions within its authority to achieve the Association’s purpose,
13- To perform other duties and exercise powers granted by legislation.
The Board of Directors convenes by absolute majority; decisions are taken by majority vote. If a board member fails to attend two consecutive meetings without excuse, or without an excuse accepted by the board, or fails to attend a total of two meetings within a year, their board membership ends automatically.
Formation, Duties, and Powers of the Audit Board:
Article 11 The Audit Board is elected by the General Assembly as three (3) principal and three (3) substitute members. Eligibility conditions for the Audit Board are the same as those for Board of Directors membership. The Audit Board holds its first meeting immediately after the General Assembly and elects a chair and a secretary among themselves by secret ballot and open count. The term of office is the same as that of the Board of Directors.
If a vacancy occurs in the principal membership of the Audit Board due to resignation or other reasons, substitute members must be invited to duty according to the order of votes received in the General Assembly.
Duties and Powers of the Audit Board:
The Audit Board audits whether the Board of Directors is acting in line with the activities stated to be carried out to realize the purposes indicated in the bylaws; whether books, accounts, and records are kept in accordance with legislation and the bylaws; and conducts audits at intervals not exceeding one (1) year in accordance with the principles and procedures determined in the bylaws. It presents audit results as a report to the Board of Directors and to the General Assembly when convened.
The Audit Board may call the General Assembly to meet when necessary.
Disciplinary Board
Article 12
a- The Board of Directors appoints three (3) principal and two (2) substitute members from among members who have prestige and at least ten (10) years of experience in reproductive medicine and endometriosis. The term of office is the same as the term of the Board of Directors.
These members elect a chair and a secretary among themselves by secret ballot and open count.
b- To be eligible for the Disciplinary Board: In addition to the conditions required for full membership stated above and in the bylaws, it is required to be actively working or holding a position related to the profession.
c- Duties of the Disciplinary Board: It conducts work to protect professional honor, takes all necessary measures, and makes recommendations. It reviews membership applications in terms of compliance with membership conditions and notifies the Board of Directors of its opinion. It evaluates complaints and files referred by the Board of Directors in terms of procedure and substance within the framework of laws, the Association bylaws, regulations, and directives; prepares a report on file content and recommends sanctions.
d- The Disciplinary Board takes decisions by majority vote and works to finalize investigation files sent to it in time for the first Board of Directors meeting, reaches a decision, and returns the report containing the board decision and the full file to the Board of Directors.
The authority to establish an additional investigation commission belongs solely to the Board of Directors.
The Disciplinary Board convenes together with legal counsel where possible. The Association’s Chair or a member assigned from the Board of Directors may attend these meetings, exchange information, but cannot vote.
Other committees, commissions, and working groups:
Article 13
In addition to the permanent commission stated above, the Board of Directors may establish committees and subcommittees—either permanent or for limited periods—to carry out activities in line with the Association’s purposes, in the fields of interest listed below (these may be reduced or expanded over time as needed). Coordinators of these groups are elected by the Board of Directors for a three (3)-year working term. All members, including members of Association bodies and candidate members, may take part in working groups. Group coordinators may be re-elected by the Board of Directors.
a. Endometriosis and genetics
b. Endometriosis and immunology
c. Endometriosis and molecular biology
d. Endoscopic and other endometriosis surgery
e. Treatment of pain related to endometriosis
f. Treatment of infertility related to endometriosis
g. Data collection related to endometriosis
h. Planning public education programs on endometriosis
i. Extragenital endometriosis
j. Adenomyosis
k. IVF
l. Diagnostic methods for endometriosis and adenomyosis
m. Experimental endometriosis
Sources of Income of the Association:
Article 14 – The Association’s sources of income are listed below:
1- Membership dues: Entrance and annual dues for the year 2009 are 50 TL each. For subsequent years, entrance and annual dues are determined by the Board of Directors. Membership dues are transferred to the Association’s bank account.
2- Branch payments: To cover the Association’s general expenses, 50% of membership dues collected by branches are transferred to the headquarters every six (6) months.
3- Income from scientific and social meetings: The entire net profit to be obtained from organizing the Association’s scientific meetings under the responsibility of the Congress Organizing Committee determined by the Board of Directors, and 40% of the net profit from jointly organized meetings held under the name and scientific support of the Endometriosis Association, are deposited into the Association account within a maximum of thirty (30) days following the closing of the meeting’s accounts.
4- Income from books and periodicals: Income obtained from all printed publications financed by the Association budget is recorded as income in the Association budget. If an economic enterprise is established for the printing and distribution of publications, the annual surplus of the balance sheet is transferred to the Association.
5- Donations and aid: Donations and aid collected in accordance with the Law on Acceptance of Donations and Collection of Aid and relevant legislation. They are recorded directly as income in the Association account.
6- Income obtained from the Association’s assets: Income obtained from the Association’s movable and immovable property.
7- Other income: Advertising and sales income obtained from electronic publications on the Association’s website.
Principles and Procedures for Keeping Books and the Books to Be Kept:
Article 15 – Bookkeeping principles:
The Association keeps books on an operating account basis. However, if the annual gross income exceeds five hundred thousand TL, bookkeeping is kept on a balance-sheet basis starting from the following accounting period.
If the balance-sheet basis is adopted and the income falls below the threshold above for two consecutive accounting periods, the operating account basis may be resumed starting from the following year.
Regardless of the threshold above, books may be kept on a balance-sheet basis by decision of the Board of Directors.
If a commercial enterprise is opened by the Association, separate books are kept for this enterprise in accordance with the Tax Procedure Law.
Recording Procedure:
The Association’s books and records are kept in accordance with the procedures and principles stated in the Regulation on Associations.
Books to Be Kept:
The Association keeps the following books:
a) Books to be kept on an operating account basis and the principles to be followed:
1- Decision Book: Board of Directors decisions are written in this book in date and sequence order and signed by the members attending the meeting.
2- Membership Register: Identity information and entry/exit dates of members are recorded. Entrance and annual dues paid by members may be recorded.
3- Document Register: Incoming and outgoing documents are recorded with date and sequence number. Originals of incoming documents and copies of outgoing documents are filed. Documents received/sent via email are kept by printing them out.
4- Fixed Assets Register: Acquisition date and method of fixed assets, where they are used or delivered, and removal of those whose usage period has ended are recorded.
5- Operating Account Book: Income received and expenses made on behalf of the Association are recorded clearly and regularly.
6- Receipt Document Register: Serial and sequence numbers of receipt documents; names, surnames, and signatures of those who receive and return them; and dates of receipt/return are recorded.
b) Books to be kept on a balance-sheet basis and the principles to be followed:
1- The books listed under sub-items 1, 2, 3, and 6 of paragraph (a) are also kept under the balance-sheet basis.
2- Journal, General Ledger, and Inventory Book: The method and recording format are carried out in accordance with the Tax Procedure Law and the General Communiqués on Accounting System Implementation issued based on the authority granted to the Ministry of Finance.
Certification of Books:
Mandatory books are certified by the provincial directorate of associations or a notary public before use. These books are used until their pages are filled; no interim certification is made. However, books kept on a balance-sheet basis and continuous-form books must be re-certified each year in the last month prior to the year of use.
Preparation of Income Statement and Balance Sheet:
If records are kept on an operating account basis, an “Operating Account Statement” (as specified in the Regulation on Associations Annex-16) is prepared at year-end (31 December). If books are kept on a balance-sheet basis, a balance sheet and income statement are prepared at year-end (31 December) in accordance with the General Communiqués on Accounting System Implementation issued by the Ministry of Finance.
Income and Expense Transactions of the Association:
Article 16 – Income and expense documents:
Association income is collected with a “Receipt” (example in Regulation on Associations Annex-17). If income is collected through banks, bank documents such as a receipt/deposit slip or account statement replace the receipt document.
Association expenses are made with expenditure documents such as invoices, retail sales slips, and professional service receipts. However, for payments within the scope of Article 94 of the Income Tax Law, an expense voucher is used in accordance with the Tax Procedure Law; for payments outside that scope, an “In-Kind Aid Delivery Certificate” (example in Regulation on Associations Annex-14) is used. Free-of-charge deliveries of goods and services to the Association by persons/institutions are accepted with an “In-Kind Donation Receipt” (example in Regulation on Associations Annex-15).
Receipt Documents:
Receipt documents to be used for collecting income are printed by a printing house by decision of the Board of Directors in the format and size shown in Regulation on Associations Annex-17.
Printing and control of receipts, taking delivery from the printing house, recording them, handover between former and new treasurers, and matters regarding the use of receipts and delivery of collected income by authorized collectors are carried out in accordance with the relevant provisions of the Regulation on Associations.
Authorization Certificate:
Persons who will collect income on behalf of the Association are determined by Board of Directors decision, specifying the authorization period. An “Authorization Certificate” (example in Regulation on Associations Annex-19) including the collector’s full identity, signature, and photograph is prepared in three (3) copies and approved by the Chair of the Board of Directors. One copy is submitted to the associations unit. Changes are notified to the associations unit within fifteen (15) days.
Authorized persons may begin collecting income only after a copy of their authorization certificate has been submitted to the associations unit.
Use, renewal, return, and other matters regarding authorization certificates are carried out in accordance with the relevant provisions of the Regulation on Associations.
Retention Period of Income and Expense Documents:
Except for books, receipt documents, expenditure documents, and other documents used by the Association are kept for five (5) years in line with the numbering and date order in the books in which they are recorded, without prejudice to periods specified in special laws.
Submission of Declaration:
Article 17 – After being approved by the Board of Directors, the “Association Declaration” (as presented in Regulation on Associations Annex-21) regarding the Association’s activities in the previous year and the results of income/expense transactions as of year-end is submitted by the Association Chair to the relevant administrative authority within the first four (4) months of each calendar year.
Notification Obligation:
Article 18 – Notifications to be made to the administrative authority:
Notification of General Assembly Results:
Within thirty (30) days following ordinary or extraordinary General Assembly meetings, the “Notification of General Assembly Results” (as presented in Regulation on Associations Annex-3) including the principal and substitute members elected to the Board of Directors and Audit Board and other bodies, and its annexes, are submitted to the relevant administrative authority by the Chair of the Board of Directors.
The following are attached to the notification:
1- Copy of the General Assembly meeting minutes signed by the presidium chair, vice chairs, and secretary,
2- If the bylaws have been amended, the new and old versions of the amended articles and the final version of the bylaws, with each page signed by the Board of Directors.
Notification of Immovable Property:
Immovable property acquired by the Association is notified to the administrative authority within thirty (30) days from registration at the land registry by completing the “Immovable Property Notification” (Regulation on Associations Annex-26).
Notification of Receiving Aid from Abroad:
If the Association will receive aid from abroad, prior to receiving it, the “Notification of Receiving Aid from Abroad” (Regulation on Associations Annex-4) is completed in two (2) copies and submitted to the administrative authority. A copy of the board decision, protocols/contracts and similar documents, and the bank receipt/account document showing the transfer are attached.
Cash aid must be received through banks, and the notification requirement must be fulfilled before use.
Notification Regarding Joint Projects Conducted with Public Institutions and Organizations:
Protocols and project copies related to joint projects conducted with public institutions and organizations within the Association’s scope are attached to the “Project Notification” (Regulation on Associations Annex-23) and submitted to the governorate where the headquarters is located within one (1) month following the protocol date.
Notification of Changes:
Changes in the Association’s place of residence are notified within thirty (30) days by completing the “Notification of Change of Residence” (Regulation on Associations Annex-24). Changes in Association bodies outside the General Assembly are notified by completing the “Notification of Changes in Association Bodies” (Regulation on Associations Annex-25) within thirty (30) days following the change.
Amendments to the bylaws are also notified to the administrative authority within thirty (30) days following the General Assembly meeting where the amendment was made, as an annex to the General Assembly results notification.
Internal Audit of the Association:
Article 19 – Internal audits may be conducted by the General Assembly, the Board of Directors, or the Audit Board, and audits may also be carried out by independent audit institutions. An audit by the General Assembly, the Board of Directors, or independent audit institutions does not remove the Audit Board’s obligations.
The Audit Board conducts an audit of the Association at least once a year. The General Assembly or the Board of Directors may conduct audits when deemed necessary or commission independent audit institutions.
Borrowing Procedures of the Association:
Article 20 – If needed to realize the Association’s purpose and carry out activities, the Association may borrow by decision of the Board of Directors. Borrowing may be in the form of credit-based purchase of goods and services or in cash. However, borrowing cannot be made in amounts that cannot be met by the Association’s income sources or that would put the Association into financial difficulty.
Establishment of Branches of the Association:
Article 21 – The Association may open branches where deemed necessary by decision of the General Assembly. For this purpose, a founders committee of at least three persons authorized by the Board of Directors submits the branch establishment notification and required documents specified in the Regulation on Associations to the highest local administrative authority of the place where the branch will be opened.
Duties and Powers of Branches:
Article 22 – Branches are internal organizational units of the Association without legal personality, authorized and responsible for conducting autonomous activities in line with the Association’s purposes and fields of service, and responsible for all receivables and debts arising from their transactions.
Branch Bodies and Provisions Applicable to Branches:
Article 23 – Branch bodies are the General Assembly, Board of Directors, and Audit Board.
The branch General Assembly consists of registered branch members. The branch Board of Directors is elected by the branch General Assembly as five (5) principal and five (5) substitute members; the branch Audit Board as three (3) principal and three (3) substitute members.
The duties and powers of these bodies and other provisions related to the Association in these bylaws are also applied in the branch within the framework prescribed by legislation.
Meeting Time of Branch General Assemblies and Representation in the Headquarters General Assembly:
Article 24 – Branches must complete their ordinary General Assembly meetings at least two (2) months before the headquarters General Assembly meeting.
The ordinary branch General Assembly convenes once every three (3) years in May on the day, place, and time determined by the branch Board of Directors.
Branches must submit a copy of the General Assembly results notification to the administrative authority and to the headquarters within thirty (30) days following the meeting date.
Branches are represented in the headquarters General Assembly by elected and natural delegates. Branch Board of Directors and Audit Board chairs are natural delegates. In addition, for every twenty (20) registered branch members, one (1) delegate is elected; if remaining members exceed ten (10), or if total membership is fewer than twenty (20), one (1) delegate is elected among these members. These elected delegates have the right to attend the headquarters General Assembly on behalf of the branch.
Delegates elected at the most recent branch General Assembly attend the headquarters General Assembly. Headquarters Board of Directors and Audit Board members attend the headquarters General Assembly but cannot vote unless elected as branch delegates.
Those serving on a branch Board of Directors or Audit Board resign from their branch duty if elected to the headquarters Board of Directors or Audit Board.
Opening a Representative Office:
Article 25 – The Association may open representative offices by decision of the Board of Directors to carry out Association activities where deemed necessary. The address of the representative office is notified in writing to the local administrative authority by the person(s) appointed by Board decision. Representative offices are not represented in the Association General Assembly. Branches cannot open representative offices.
How the Bylaws Will Be Amended:
Article 26 – Amendments to the bylaws may be made by decision of the General Assembly.
To amend the bylaws in the General Assembly, a two-thirds (2/3) quorum of members entitled to attend and vote is required. If the first meeting is postponed due to lack of quorum, quorum is not required for the second meeting; however, the number of members attending cannot be less than twice the total member count of the Board of Directors and the Audit Board.
The required decision majority for bylaw amendment is two-thirds (2/3) of votes of members attending and entitled to vote. Voting on bylaw amendments is carried out openly.
Dissolution of the Association and Method of Liquidation of Assets:
Article 27 – The General Assembly may decide to dissolve the Association at any time.
To discuss dissolution in the General Assembly, a two-thirds (2/3) quorum of members entitled to attend and vote is required. If the first meeting is postponed due to lack of quorum, quorum is not required for the second meeting; however, the number of members attending cannot be less than twice the total member count of the Board of Directors and the Audit Board.
The required decision majority for dissolution is two-thirds (2/3) of votes of members attending and entitled to vote. Voting on dissolution is carried out openly.
Liquidation Procedures:
When a dissolution decision is taken, liquidation of the Association’s money, assets, and rights is carried out by a liquidation committee composed of the last Board of Directors members. Liquidation begins from the date on which the General Assembly dissolution decision is taken or the termination becomes final. During liquidation, the phrase “Endometriosis and Adenomyosis Association in Liquidation” is used in all transactions.
The liquidation committee is responsible and authorized to complete all liquidation procedures from start to finish in accordance with legislation. It first reviews the Association’s accounts and records the assets and liabilities in minutes by identifying books, receipts, expenditure documents, title deeds, bank records, and other documents. During liquidation, creditors are called; assets are converted into cash if necessary and creditors are paid. If the Association is a creditor, receivables are collected. After collection and payments, all remaining money, assets, and rights are transferred to the place determined by the General Assembly. If no place is determined, they are transferred to the association in the province where the Association is located that is closest to its purpose and has the highest number of members at the time of dissolution.
All liquidation procedures are shown in the liquidation minutes, and liquidation is completed within three (3) months, excluding additional periods granted by the administrative authority for justified reasons.
Following completion of liquidation and transfer procedures, the liquidation committee must notify the local administrative authority where the headquarters is located in writing within seven (7) days and attach the liquidation minutes.
The last Board of Directors members, acting as the liquidation committee, are responsible for preserving the Association’s books and documents. This duty may also be assigned to a Board member. The retention period of these books and documents is five (5) years.
Article 28 – The founders committee of the National Endometriosis and Adenomyosis Association consists of the following names:
Dr. Gürkan Uncu
Dr. Aydın Arıcı
Dr. Mustafa Bahceci
Dr. Koray Elter
Dr. Faruk Buyru
Dr. Yücel Karaman
Dr. Engin Oral
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