TFOA STATUTES AND INTERNAL REGULATION

TURKISH FAIR ORGANISERS ASSOCIATION CONSTITUTION

ARTICLE 1
NAME AND HEADQUARTERS OF THE ASSOCIATION:
The name of the association is Turkish Fair Organisers Association.  The headquarters is in Istanbul.  The Association has no branches.

ARTICLE 2
PURPOSE OF THE ASSOCIATION:
The Association aims to provide professional, technological, cultural and social support and development among its members, and help advance and sustain the fair organising business in a way that will benefit the country.

ARTICLE 3

SCOPE OF THE ASSOCIATION:
The Association indulges in the following activities to its purpose:

Enabling solidarity, communication and know-how sharing among its members, representing its members before relevant authorities and institutions, and helping find solutions to the professional problems of its members.

Making applications to public and private institutions to help solve the professional problems of its members, and taking the measures that will enable fair and exhibition services to be of high quality and international standards.

Providing grounds for its members to facilitate and develop their efforts on a professional level, establishing and tracking standards that will help towards this goal, organising professional trainings, conferences, discussions and meetings, organising exhibitions and fairs, and publishing professional books, periodicals, bulletins and brochures.

Protecting the rights and freedoms granted to the fair organisers by laws and international treaties, and ensuring the profession is conducted within ethical limits.

ARTICLE 4

MEMBERSHIP CONDITIONS:
Any person who is an authorised representative of public and private institutions that have been operational for at least one year and has held at least one fair either domestically or abroad, who is eligible for civil rights, over 18 years of age, and is otherwise eligible as outlined by the relevant articles of the Law numbered 5253, as well as any entities that have been operational for at least one year with a certificate of authorisation obtained from the Union of Chambers and Commodity Exchanges of Turkey, and have successfully held at least one fair domestically and abroad can become members of the Association.

Those members who are required to withdraw from the exhibition business while they are members of the Association will not be required to prove at least one year of operation should they seek to reapply to the Association in at most one year.

Membership applications are made and signed in writing.  The Executive Board will decide on the matter within 60 days and advise the applicant in writing.  For non-Turkish citizens, residence and working permits are also required.

The Executive Board can bestow honorary membership to those persons they may deem fit.  Honorary members can attend General Assembly meetings, but cannot vote or be elected.  The decision of the Executive Board regarding membership is final and cannot be appealed.

ARTICLE 5

RIGHTS OF MEMBERS:
No one can be forced to become or remain a member.  Association members have equal rights.  All members have one vote at the General Assembly, which must be used in person.  All members are eligible to elect and be elected.

All members can terminate their membership, which is done by a written notification to the Executive Board.  However, their financial obligations will continue until termination.

ARTICLE 6
EXPULSION:
Members that become ineligible for membership, violate articles of the Constitution, disobey General Assembly and Executive Board resolutions, cause unauthorised obligations to the Association, lose the ability to discern, fail to pay membership fees for thirty days without a valid excuse, or resign from the institution they represent at the Association will be expelled from the Association with the resolution of the Executive Board.  Expelled and resigned members cannot make any claims on Association property.

ARTICLE 7

BODIES OF THE ASSOCIATION:
The bodies of the Association are as follows:

1. General Assembly
2. Executive Board
3. Audit Board
4. General Secretariat

ARTICLE 8

GENERAL ASSEMBLY:
The General Assembly is the supreme body of the Association, and is composed of the primary members of the Association.  The General Assembly is created by the proper meeting of members with a right to participate in the General Assembly.

Its duties and obligations are:

1. Electing Association bodies
2. Amending the Constitution when necessary
3. Discussing Executive and Audit Board reports and releasing these boards
4. Discussing the budget prepared by the Executive Board and adopting it as is or with amendments
5. Authorising the Executive Board to acquire new and sell existing properties on behalf of the Association
6. Undertaking any duties conferred upon the General Assembly by law or the Constitution
7. Dissolving the Association
8. Applying to or resigning from a federation in line with the Association’s purpose, and electing representatives of the Association

ARTICLE 9

GENERAL ASSEMBLY MEETINGS:
The General Assembly will convene every January on a day determined and announced by the Executive Board.  The General Assembly will also convene extraordinarily upon the request of the Executive or Audit Boards or a written petition of one-fifth of the General Assembly members.

ARTICLE 10

METHOD OF CALLING:
The Executive Board prepares the list of members that are allowed to participate in the General Assembly, and reminds members to pay their membership fees.  The members will be called to the General Assembly with a newspaper announcement that indicates the date, time, place and agenda of the initial meeting, and a second meeting if the majority is not obtained at the initial meeting.  This announcement must be published at least fifteen days prior to the initial meeting.

The meeting is also communicated to the highest governmental administrator of the place and the list of members attending the General Assembly is attached.  The interval between the first and second meetings cannot be less than a week.  If the meeting is postponed for any reason, the date, time, place and agenda of the subsequent meeting must be announced in the same newspaper at least fifteen days in advance.  The postponed meeting must be held within two months at the latest.  A General Assembly cannot be postponed more than once.

ARTICLE 11

MEETING PLACE AND QUORUM:
The meeting place must be within the city where the headquarters of the Association is.
The General Assembly will convene if one more than one-half of the eligible members are present.  If the quorum is not reached, no majority will be sought for the subsequent meeting; however, the number of members attending this meeting cannot be less than twice the sum of the members of the Executive Board and Audit Board.  The number of members attending and the quorums are recorded in the minutes.

ARTICLE 12

PROCEDURE:
General Assembly meetings are held at the date, time and place announced in a newspaper and communicated to the highest government administrator of the province.
Members will participate in the General Assembly by signing their names on the members list prepared by the Executive Board.  If the majority is achieved, this is entered to the minutes.  The meeting is opened by the Chairperson of the Executive Board, or a member of the Board nominated by the Chairperson.  Following the opening, a president and an adequate number of vice presidents and secretaries are elected.
The meeting will be directed by the General Assembly President.  The secretaries keep the minutes and sign them along with the President.
All minutes and related documents are given to the Executive Board following the meeting for submission to related authorities.
The assembly is not required to be postponed if the government commissar is absent.  Only the matters in the agenda will be discussed.  However, any matter requested by at least one-tenth of the members present must be included in the agenda.  If an extraordinary meeting is held, only the matter resulting in the meeting is discussed and resolved.  The quorum of the General Assembly is the majority of votes.  For Constitution amendments and dissolution of the Association, the quorums indicated in the relevant sections of the Constitution must be reached.

ARTICLE 13

ELECTIONS:
Elections will be held with secret vote and open counting.  Those receiving the same number of votes will go to lottery.  The Chairperson of the Executive Board will communicate the results of the election at the General Assembly to the highest government administrator of the province within seven days.  This notification must include the names, father’s names, birthplaces and dates, occupations and residence addresses of the members.

ARTICLE 14

EXECUTIVE BOARD:
This is the executive body of the Association.

The Executive Board is comprised of 7 primary and 7 substitute members.  The Board is elected by the General Assembly for two years.  If a primary member should leave for any reason, a substitute member will take their place.  Members can be re-elected.

The Executive Board elects a Chairperson, an Assistant Chairperson and a Treasurer among its members at its first meeting.  The Board must convene at least once every two months.  If any member fails to attend three consecutive Board meetings without a valid excuse, their membership is annulled, and a substitute member replaces them.  The Board convenes with the majority of its primary members.  Decision quorum is the majority of the attending members.  In case of equal votes, the vote of the Chairperson rules.  If the number of Board members drops below one-half of the number of entire members following substitution, the existing Executive Board members or the Audit Board calls a General Assembly within one month.

ARTICLE 15

DUTIES OF THE EXECUTIVE BOARD:
The duties of the Executive Board are as follows:

1. Fulfilling the purpose of the Association
2. Representing or authorising others to represent the Association; appointing the General Secretary
3. Submitting the work schedule, final balance sheet and draft budget to the approval of the General Assembly
4. Executing General Assembly resolutions
5. Establishing expert committees, choosing their members, instructing on methods and subject of work
6. Assessing and resolving membership applications
7. Deciding on ordinary and extraordinary General Assemblies and calling the General Assembly meeting
8. Coordinating the enforcement of the Constitution, fulfilment of the Association’s purpose and the internal auditing of the Association; making rules and procedures on the collection and expenditure of the Association’s income; preparing regulations and circulars when necessary
9. Keeping the books of the Association in line with the procedures; calculating incomes and expenses, employing required personnel
10. Fulfilling other duties conferred by the Constitution and the legislation

ARTICLE 16

REPRESENTATION OF THE ASSOCIATION:
The Executive Board is authorised to represent the Association.  The Association may also be represented by the Chairperson of the Executive Board, any other person authorised by the Board, or by the General Secretary upon the Board’s resolution.

ARTICLE 17

AUDIT BOARD:
The Audit Board is elected with secret or open vote for two years, and consists of 3 primary and 3 substitute members.  The Audit Board audits the accounts of the Association and submits these to the General Assembly.

ARTICLE 18

GENERAL SECRETARY:
The General Secretary reports to the Executive Board, and is appointed from outside the Association with an Executive Board resolution.

ARTICLE 19

DUTIES AND AUTHORITIES OF THE GENERAL SECRETARY:

1. Organising Executive Board meetings, preparing the agenda by consulting with the Chairperson, and keeping minutes
2. Implementing Executive Board resolutions and reporting on results
3. Managing the Association’s office, conducting daily work, making communications, ensuring proper workflow, collecting information, gathering relevant publications
4. Ensuring books and records are kept properly
5. Ensuring membership fees and other income are collected on time
6. Undertaking other tasks as may be given by the Executive Board

ARTICLE 20

INCOME OF THE ASSOCIATION:
The income of the Association is as follows:

1. An entry fee and an annual membership fee
2. Funds obtained from social events, dinners, excursions, concerts, entertainment, lottery, exhibitions and fairs, conferences, sports competitions and similar activities
3. Income from Association properties
4. Donations and aids collected in line with fundraising legislation

ARTICLE 21

INTERNAL AUDIT:
The internal audit of the Association involves the establishment and coordination of the duties and responsibilities of the Association’s bodies, committees and officers, sustaining the agreement and strengthening the solidarity between members, disciplining member relations, implementing the established work plan and budget, bringing policies and procedures to the collection and spending of the Association’s income, obtaining objective assessments and evaluations of events, social aids and similar undertakings via specialist reports, resolving any issues, and publishing regulations and circulars with the approval of the Executive Board.

ARTICLE 22

INCOME AND EXPENSE PROCEDURES:
Association income is collected against receipt.  Expenses must be made against paid out documents.  These documents must be kept for five years along with the Association books.  If the receipt cannot be obtained through official bodies, the Association will print a sample that conforms to general principles and submit it to the approval of the highest government administrator of the province.  The income of the Association must be deposited to a bank account in the name of the Association.  Persons authorised to collect income cannot keep these funds on their own accounts.  The Executive Board passes a resolution that determines persons authorised to collect income, and this resolution is registered with the highest government administrator of the province.

ARTICLE 23

BOOKS AND RECORDS:
The following notarised books must be kept at the association:

1. Membership Ledger
2. Incoming and Outgoing Communications
3. Executive Board Resolutions Ledger
4. Budget, Final Account and Trial Balance Books
5. Fixed Assets Ledger
6. Receipt Record Book

The Executive Board is responsible for keeping books properly.  Association books, documents and accounts must be ready for auditing by officials at all times.

ARTICLE 24

ACQUISITIONS:
The Association may acquire movable and immovable properties with a resolution by the Executive Board.  Properties may only be sold with a General Assembly resolution.

ARTICLE 25

AMENDMENTS:
Amendments to the Constitution are made at ordinary General Assemblies if the amendment is in the agenda, or at extraordinary General Assemblies.  Amendments require the vote of at least two-thirds of the participants.

ARTICLE 26

DISSOLUTION:

The dissolution of the Association requires the vote of at least two-thirds of the registered members of the General Assembly.  If this vote is not reached, a second call is made in accordance with Article 21 of the law.  In this case, the vote of at least two-thirds of the attending members will be adequate.  In the event of dissolution, a Liquidation Council comprised of three people is appointed.  The liquidation involves transferring the properties of the ARTICLE 27

TEMPORARY EXECUTIVE BOARD:
The affairs of the Association will be conducted by the Temporary Executive Board that will be chosen among founding members until the election to be held at the first General Assembly.  The Temporary Executive Board has identical authority to the elected Executive Board.

ARTICLE 28

GOVERNING LAW:
Matters not covered by this Constitution will be governed by the Associations Law numbered 2908, and the Turkish Civil Code, Vol. 1, Chapter 2: Societies.

ARTICLE 29
FOUNDERS:
The founders of the Association are the following Turkish citizens:

 Association to an institution selected by the General Assembly.

TURKISH FAIR ORGANISERS ASSOCIATION

REGULATIONS

Companies operating in the fair and exhibition business of Turkey have gathered under the Turkish Fair Organisers Association via their representatives in order to fulfil the purpose outlined below.

The Association conducts the following activities:

Establishing coordination between fair organisers to develop a working discipline; informing members about technical, economic and social developments; holding seminars for members

Representing national fair organisers within international professional organisations; establishing working relations with foreign associations

Cooperating and coordinating with all professions that support fair organisation

Ensuring that fairs in Turkey and representative of Turkey abroad are conducted according to international standards

Companies join and represent at the Association with representatives that they will appoint.  Any eligible member to the Association may represent itself with a maximum of 3 (three) persons.  The membership of a person who leaves their represented institution will be automatically annulled.  Companies are authorised to change and replace their representatives.

Any company becoming a member of the Association is deemed to have accepted the Constitution and the Regulations of the Association.

Companies or institutions that employ Association members agree to contribute to the expenses associated with fulfilling the Association’s purposes as indicated in the Constitution by paying a contribution fee that is determined and approved by the General Assembly.  This fee is determined in accordance with the number of fairs organised by each company.  The fees will be revised every six months, and be different for domestic and international fairs.  The fee will be adjusted in the beginning of each year by the Executive Board in accordance with the anticipated expenses of the Association for that year.  A company that organises no fairs within a given year is required to pay the fee for one fair during the first half of the year.  The basis for the determination of contribution fees may be amended as deemed fit by the General Assembly.

Companies that have representatives in the Association agree and undertake to act in accordance with these regulations.  Resignation from the Association is done by a written notification three months in advance, during which period the obligations of the resigning party will survive.

Any new members are required to pay a one-time entry fee for every representative they wish to have in the Association.  This entry fee is determined by the General Assembly in the beginning of every year.

Persons representing companies within the Association are required to pay annual membership fees.  This fee will be determined by the General Assembly.

In accordance with the relevant articles of the Constitution, individuals and the representatives of public and private institutions that have not been in operation in the fair organisation sector for at least one (1) year may be accepted as candidate members with a resolution by the Executive Board.  Candidate members have no vote, but they must abide by the provisions of these regulations.

In order to compensate for the expenses of the Association, every company that has a representative in the Association is required to pay a contribution fee based on the number of fairs organised in Turkey or with national participation abroad.  This fee will be determined by the General Assembly.  Upon the payment of this contribution fee, represented companies may freely use the Association logo on their printed documents and promotion materials to indicate that they are members of the Association.