Article 1- Name of Association: is PENDİK INDUSTRIALISTS’ AND BUSINESSMEN’S ASSOCIATION.

Center of the association is Istanbul.

Objective of Assocaition and Study Subjects and Types to be Continued for Realization of this Objective.

Article 2- Association has been established with the aim of contributing to economic and social development of our country, engaging in activities to evaluate regional and sectoral potentials in best way, trying for institutalization of civil society and generalization of private entrepreneurship, developing the leading and entrepreneur qualifactions of indsutrialists and businessmen by dealing with their problems.
Study Subjects and Types to be Continued by Association

1- to make examinations and researches for developing and making effective of association activities,

2- to arrange training studies like course, seminar, conference and panel,etc.

3- to obtain all kinds of information, document and publications required for realization of its objective, establish documentation center, publish publications like newspaper, magazine, book, etc. in the direction of its objective to announce studies and the working and information bulletins to distribute to its members,

4- to provide a healthy working environment for execution of the objective, supply every types of technical equipment, fixture and stationery equipment,

5- to make fund raising activities by taking required permits and accept grant from home and abroad,

6- to establish and operate economic, commercial and industrial enterprises with the purpose of obtaining income it needs for realization of regulation objectives,

7- to open club for member to benefit and evaluate their spare times, found cultural and social facilities, furnish them, carry out organizations.

8- to organize meetings wit meal, concert, theatre, exhibition, sport, trip and activities, etc. to develop and maintain human relations among their members or provide benefiting from such activities of their members,

9- to purchase, sell, lease, rent movable and immovable properties needed for association activities or establish real right on immovables,

10- to establish foundation, federation for realization of objective if it is found necessary or join to established federation, establish plants that association can establish by taking required permits,

11- to make cooperation with universities, official institutions, municipalities and private organizations, realize corporate organizations,

12- to give support to the studies related to education and training, make assitance studies for region public,

13- to carry out international activity, become member to association or organizations at abroad and perform common studies with these organizations on the basis of project or help each other,

14- to make studies increasing competition power of regional companies,

15- to conduct corporate projects with public institutions and organizations on the subjects entering in its duty areas if it is found necessary for realization of the objective, save for the provisions of Law no : 5072 on Relations of Assocaitions and Foundations with Public Institutions and Organizations,

16-to establish cash-box with the aim of meeting necessity needs like food, wear and other goods and services and short time credit needs of association members,

17- to open agencies with the aim of carrying out activities of association in the places that it is seen required,

18- to form platforms to realize a corporate objective with other associations or foundation, syndicates and similar non-governmental organizaitions in the areas interested in the objective of association and not prohibited with the laws,
Membership Right and Membership Procedures

Article 3- natural or legal persons having qualification and adopting objectives and principles of association and accepting in this direction have the right of to be member to this association.

Membership application made written to association presidency is concluded in thirty days at the latest in the manner of acceptance to membership or rejection of request and the result is informed to applicant by letter. The member whose application is accepted is recorded in the book to be kept with this purpose.

Main members of association are founders of association and the persons accepted to membership upon their applications

Those providing important support to association in mterial and moral way can be accepted to honorary member by the decision of board of directors. These members can participate to general assembly meetings but can not vote. Honorary member can give subscription if they want.

Asssociation members have equal right. Each memver has the right to participate activities and management of association.
Leaving Membership

Article 4- Each member has the right of leaving assocaition provided that it is informed written.
Once resignation petition reaches to members of the board, leaving procedures is accepted finalized.
Leaving membership can not end the accumulated debts of member to association.
Expulsion from Membership

Article 5- The situations requiring expulsion from asocation membership
1- to make attitudes contrary to association regulation,
2- to avoid from duties given continuously,
3- not to pay its subscription in six months in spite of written warnings,
4- not to comply with the decisions taken by bodies of associations,
5- to lose the conditions of being member,

In case of dissolution one of the situations listed above, members is expulsed from membership with the decision of board of directors.

Those having expulsed from assocaition membership have objection right by suggesting that any valid reason is not available for expulsion. General assembly gives the final decision on expulsion from membership.

Those leaving or having expulsed from association are deleted from member recording book and can not claim right on association asset.
Association Bodies

Article 6- Association bodies are shown below.

1-General assembly,

2-Board of directors,

3-Auditing board,
Establishment Manner, Meeting Time, Call and
Meeting Procedure of Association General Assembly

Article 7- General assembly is the most authorized decision body or association, consists of members registered to associaiton.
Ordinary general assembly convenes in the place and hour to be determined by board of directors once a 3 year on January month.

General assembly;

1- convenes ordinary in the time stated in this regulation,

2- and extraordinarly in thirty days upon written request of one-fifth of association members or in the sitıutations that board of directors or auditing board found necessary.
General assembly is called to meeting by board of directors.
If board of directors does not call general assembly to meeting, justice of peace charges three members with calling general assembly to meeting upon application of one member.

Invitation Procedure

Board of Directors arranges the list of members having right to participate to general assembly according to association regulation. The members having the right for participation to general assembly are invited to meeting by announcing its day, hour, place and agenda at least fifteen days ago or informing by electronic mail. The day, hour and place of second meeting are stated in this notification if this meeting is not hold due to not providing quorum. The duration between first meeting and second meeting can not be less than seven and more than sixty days.

In case meeting is delayed except for not providing quorum, this situation is informed to members in line with invitation procedure by stating also these delaying reasons. It is compulsory to make the second meeting in six months at the latest as from delaying time. Members are invited to meeting according to the principles indicated in the first article.
General assembly meeting can not be delayed more than one.

Meeting Place and Quorum for Meeting
General assembly meetings are hold in the province where headquarter of associaiton is located.

General assembly convenes with absolute majority of the members having the right of participation and with its two-third participation in case of regulation modification and dissolution of association; in case meeting is delayed due to lack of providing majority, majority is not required in the second meeting. However, the member number participating to this meeting can not be less than two times of total member number of board of directors and auditing boards.

Meeting Procedure

The list of members having the right of participation to meeting is found in meeting place.
The identity cards given by official authorities of the members to enter to meeting place are controlled by officers to be charged by board of directors or members of the board. Memers enter to meeting place, putting their signatures across their names in the list arranged.
If quorum for meeting is provided, this situation is detected with a minute and meeting is opened by chairman of the board or one of member of the board to be charged by him. In case of not providig quorum, a minute is arranged by board of directors. After opening, council committee is formed by selecting a chairman and deputy chairman in sufficient number to manage meeting.

In the votings to be fulfilled for election of association bodies, it is compulsory that the members voting how their idendity cards to council committee and sign the accross of their names in the list of particpants.
Management and providing safety of meeting belongs to president of council. General assembly is concluded by finalizing the subjects in agenda following discussion. Each member has one voting right in general assembly; member has to use its vote personally. The subjects discussed and the decisions taken in the meeting are written in a minute and signed together by president of council and clerks. Minutes and other documents are delivered to board of directors. Chairman of the board is responsible for protection of these documents and submitting them to newly selected board of directors in seven days.
Voting and Decision Taking Procedures and
Types of General Assembly

Article 8- Election of members of the board and auditing board are made with secret voting in general assembly and the decisions on other subjects are voted open.
Secret votes are the ones collected with the throwing in a vacant box of voting papers or sealed papers by president of meeting following making its necessity by members and determined by open conting after end of voting. The method president of general assembly will state is applied in open voting. General assembly decisions are taken by absolute majority of members participated to meeting. However, the decisions on regulation modification and dissolution of assocation can only be taken by two-third majority of the members partipated to meeting.

Article 9- The following matters are discussed and concluded by general assembly.
1-election of assocation bodies,
2- modification of association regulation,
3- discussion of the reports of board of directors and auditing boards and quittance of board of directors,
4- discussion of the budget prepared by board of directors and accepting it in the same way or by modifying.
5- to give authorization to board of directors on purchase of immovable properties of sale of existing immovable properties required for association,
6- to review the regulations to be prepared with regard to association studies by board of directors and approve in the same way or by modifying,
7- to detemine per diem and travel allowance amounts to be given to the members to be assigned for association services and all kinds of allowance, travel allowance and compendations to be given chairman and members not beingpublic officer of board of directors and auditing boards of association,
8- to take decision on joining or leaving of association to federation and give authorization on this subject to board of directors,
9- to make international activity by association, to join by becoming member or leave association and organizations at abroad,
10- to establish fouındation by association,
11- to terminate association,
12- to review and conclude other proposals offered by board of directors,
13- to fulfill other duties stated to be made by general assembly in legislation, General Assembly as the most authorized body carries out the works not asssigned to another body of assocaiton and use authorizations. General assembly audits other bodies of association and can dismiss them with grounded reasons.
Formation, Duties and Powers of Board of Directors

Board of directors carries out the following matters.
1- to represent association or give authorization about this matter to one or a few of its members,

2- to make accounts related to income and cost accounts and to present the budget of next period to general assembly after its preparation,

3- to prepare the relevant regulations in regard to studies of association and submit to the approval of general assembly,

4- with the authorization General assembly gives, to purchase immovable property and sale immovable properties, get building or plant constructed, make rental contract, establish a lien, mortgage or real right on behalf of association,

5- to provide opening of agency in the places found necessary.

6- to apply the decisions taken in general assembly,

7- to arrange the report explaining annual balance sheet and studies of board of directors of assocaiton at hte end of each activity year, present to general assembly when it convenes,

8- to make transfers among funds in budget and articles,

9-to take decison on taking member to associaiton or expulsion from membership,

10-to take and apply all kinds of decision to realize objective of association,

11- to make other duties given by regulation to it and use the authorizations,
Formation, Duties and Powers of Auditing Board

Article 11- Auditing board is elected in one original and three reserve members by general assembly with sectret voting.

The one taking the most vote become president.
In case vacation becomes in the original membership of auditing board, it is compulsory to call reserve members to duty according to the majority of vote they take in general assembly.

Auditing board audits whether asociation shows activity in the direction of study subjetcs stated to be continued for realization of objective and the objective indicated in reguation, book, account and records are kept in line with regulation and associaton regulation or not with the intervals not passing one year according to the principles and procedures detected in association regulation and presents to general assembly when it convenes. It calls general assembly to meeting when necessary.
Income Resources of Association

Article 12- Income resources of assocation are listed below.

1-Member Subscription: 1500 TL as entrance subscription and 750 TL annualy are taken from members. General assembly is authorized to increase or decrease these amounts.

2- Grants and aids made by legal and natural persons with their own wish.

3- The incomes provided from the activities organized by association such as meeting with tea and meal, trip and entertainment, shows, concert, sport competition and conference,

4- Incomes obtained from assets of association,

5- The Grant and aids to be collected in line with the legislation provisions on charity collection.

6- The earnings obtained form commercial activities that association launches with the purpose of providing the income it needs for realization of its objective.

7- Other incomes.
Principles and Procedures of Keeping Book of Association
and the Boks to be Kept

Article 13-Principles of Keeping Book;

The book is kept based on enterprise account in association. However, in case annual gross income exceeds 500.000 YTL in 2005, it is kept on the basis of balance sheet starting from the next accounting period.

In case of passing to balance sheet basis, if it is decreased under the limit stated above in two accounting period successively, it can be returned to operation account method as from the next year.

Book can be kept based on balance sheet basis with the decision of board of directors irrespective of the limit indicated above.
In case commercial enterprise of associaiton is opened, book is kept separately for this enterprise in accordance with the provisions of Tax Procedure Law.

Recording Procedure

Records and books of association are kept in line with tthe principles and procedure stated in Associations Regulation.

The Books to be Kept

The following books are kept in association.

a) The books to be kept based on operation account method and the principles to be complied are as follows

1- Decision Book: decisions of board of directors are written in this book and the below of decisions are signed by the members participated to meeting.
2- Member Registration Book: identity information, entrance and exit from association of those entering to association as member are recorded in this book. Entrance and annual subscription amounts paid by members can be recorded in this book.
3-Document Registration Book: Incoming and outgoing documets are recorded in this book with their date and serial numbers. The original copies of incoming documents and copies of the outgoing documents are filed. The documents incoming or outgoing by electronic mail is stored by taking their printouts.
4- Fixture Book: acquisition date and manner and the place used or the places given and subtracting from record of the ones whose usage duration ends of fixture goods belonging to association are recorded in this book.
5- Operation Account Book: the incomes taken and costs made in the name of association are recorded in this book clearly and regularly
6- Receipt Recording Book : serial and item numbers of receipts, names, surname and signatures of those receiving these documents and the dates they return are recorded in this book.
b) The books to be kept based on balance sheet basis and the principles to be complied are as follows:
1- The books stated in subclauses 1,2,3 and 6 of a) clause are also kept in situation of keeping boks based on balance sheet basis.
2- Daybook, Ledger and Inventory Book: keeping procedure and recording manner of these boks are carried out in line with Accounting System Application General Communique issued based on Tax Procedure Law and the authozaiton given to Ministry of Finance with this law.

Approval of Books

The books to be kept in assıciation are get provincial associations directorate or notary approved. It is continued to use these books until their pages ends and intermediary approval of books are not carried out. However, the books kept based on balance sheet basis and books with form or continuous form sheet have to be got approved in the last month before the year when it is to be used every year.
Income Table and Arrangement of balance Sheet

In case of keeping book based on operation account method, Operation Account Table is arranged at end of year (31 Decemeber) (stated in ANNEX-16 of Associations Regulation). In case of keeping book on the basis of balance sheet basis, balance sheet and income table is arranged based on Accounting System Application General Communique published by Ministry of Finance at the end of year (31 December).
Income and Cost Procedures of Association

Association and Cost Procedures of Association

Article 14- Income and cost documents;

Association incomes (whose sample is found in ANNEX-7 of Association Regulation) is collected with receipt. In case of collection of association incomes through banks, the documents such as bank receipt or account summary displace receipt.
Association expenditures are also made with expenditure documents like voucher, retail sales slip, self-employment receipt. But with reference to the payments of association within the scope of article 94 of Income Tax Law, note of expenses is arranged, expense voucher (whose sample is found in ANNEX-13 of Association Regulation) arranged for the payments outside of this scope.

Free goods and service delivery to be made to institutions or organizations, persons by associaition is carried out with Aid in Kind Delivery Document (whose sample is found in ANNEX-14 of Association Regulation). Free goods and service deliveries to be carried out by persons, institutions or organizations are also made with Real Grant Document.

Receipts

Receipts (in the type and size shpwn in ANNEX-17 of Associations Regulation) to be used for collection of association incomes are get printing house printed. It is acted according to related provisions of Associaitons Regulation about the matters related to printing and control of receipt documents, delivery from printing house, recording to book, handover between former and new accountants and use of these documents by person or persons to collect income on behalf of association with receipt and delivery of the incomes collected.

Authorization Certificate

The person or persons to collect income on behalf of associaiton are determined by board of directors by stating also authorization time. Authorization certificate (whose sample is found in ANNEX-19 of Association Regulation) including clear identity, signature and photographs of the persons to collect income is arranged three copies and approved by chairman of the board of association. One copy of authorization certificates are given to units of association. The changes realted to authorization certificate are informed to association units in fifteen days. The persons to collect income on behalf of association can only start to collect income subsequent to giving of one copies of their authorization certificates to association unit. It is acted in accordance with related provisions of Associations Regulation on use, renewal, return of authorization certificate and similar matters.
Storing Time of Income and Expenditure Documents;

Except for books, receipt documents, expenditure documents, and other documents used by association are stored for 5 years in line with the number and date order in the book that are recorded save for the periods stated in special laws.

Giving Declaration

Article 15- Association declaration (presented in ANNEX-21 of Associations Regulation) with respect to results as of end of year of income and expenditure transactions of association belonging to former year is filled by association’s board of directors and submitted to local authority in the first four months of each calendar year by chairman of association.
Notification Responsibility

Article 16- The notifications to be made to local authority;
Result Notification of General Assembly

Result notificiation ansd its annexes of General assembly including original and reserve members elected to board o directors, auditing board and other bodies (presented in ANNEX-3 of Associations Regulation) are informed to local authority in thirty days following ordinary and extraordinary general assembly meetings:

To result notification of Gemneral Assembly

1- The copy of general assembly meeting’s minutes signed by president of council and its deputies and secretary

2- If regulation change is made, the copy whose ecah page is signed by board of directors of the last type of association regulation and former and new type of changing articles of regulation are added.

Notification of Immovables

The immovables acquired bu association is informed to local authority by filling Immovable Property Declaration (presented in ANNEX-26 of Associations Regulation) in thirty days from its registration to land registry.

Declaration on Getting Aid from Abroad

In case of getting aid from abroad by associaition, Declaration on Getting Aid from Abroad (presented in ANNEX-26 of Associations Regulation) is filled in two copies and informed to local authority before getting aid.

The copy of the decision taken on getting aid from abroad by of board of directors, protocol, contract and similar dıcuments arranged on this subject if available, the copy of bank receipt, bank statement and similar document related to the account that aid is transferred are added in notification form. It is necessary that financial funds are takne through banks and notification condition is fulfilled before its use.

Notification regarding Corporate Projects Carried out with Public Institutions and Organizations

Protocol made related to the projects that association carries out with public institutions and organizations jointly on the subjects entering its duty areas and the copy of Project are added in Project Statement (shown in Annex-23 of Associaitons Regulation) and submitted to the governorship of the place where center of association is found in one month following prtotocol date.

Notification of Changes

The changes occurred in the settlement of association by filling Settlement Change Statement (stated in ANNEX-24 of Association Regulation), the changes occurred in association bodies the outside general assembly meeting (stated in ANNEX-25 of Associations Regulation) by filling Statement on Notification of the Changes in Association Bodies are informed to local authority in the annex of result declaration of general assembly in thirty days following general assembly meeting.

The change made in association regulation is also informed to local authority in the annex of result declaration of general assembly in thirty days following general assembly meeting that change is carried out.
Internal Audit of Association

Article 17- Although general assembly, board of directors or auditing board can perform internal audit in association, independent audit institutions can also make audit. Getting audited by general assembly, board of directors or independent audit institutions does not eliminate the responsibility of auditing board.

Audit of association is realized at least once a year by auditing board.
Borrowing procedures of Association

Article 18- Association can make borrowing with the decision of board of directors if it is needed to carry out its activities and realize associaion’s objective. This borrowing can be on the subjects of credited goods and service procurement and can be made in cash too. But this borrowing can not be made in the quantities not to be met with the income resources of association and in the character to cause payment difficulty of association.
In which manner regulation is to change

Article 19- Regulation change can be made by the decision of general assembly.
In order to make change in regulation of association, 2/3 of the members with the right of participation to general assembly is requested. In case of delaying meeting because of not providing majority, majority is not required in the secod meeting. However, the number of member participating to this meeting can not be less than two times of total member number of board of directors and auditing boards.
Decision majority required for regulation change is 2/3 of votes of the members particpating to meeting, voting of regulation change in general assembly is carried out open.

Dissolution of Association and Liquidation Type of Asset

Article 20- General assembly of Assocation can decide to dissolution of association every time.
In order to discuss dissolution subject in general assembly , 2/3 majority of the members having the right of participation to general assembly is required. In case of delaying meeting because of not providing majority, majority is not required in the secod meeting. However, the number of member participating to this meeting can not be less than two times of total member number of board of directors and auditing boards.
Decision majoirty required for taking dissolution decision is 2/3 of votes of the members particpating to meeting; voting of dissolution decision in general assembly is carried out open.

Liquidation Procedures
In case dissolution decision is given by general asembly, liquidation of money, goods and rgihts of association are carried out by the liquidation board comprising from last members of the board. These acts are started from the date when decision of general assembly on dissolution is taken or self-dissolution is finalized. In all acts during liquidation time, expression of PESİAD association is put in case of liquidation in the name of association.

Liquidation board is charged and authorized to complete acts from beginning to end of liquidation of money, goods and rights of association in line with legislartion. This board firstly examines accounts of association. The books belonging to association, receipts, expenditure documnets, title deed and bank records are detected during examination and assets and responsibilities are recorded in a minutes. Call is made to claimants of association during liquidation acts and their claims are paid by transforming to money if available. In case of being creditor of association, receivables are collected. All money, goods and rights remaining after collection of receivables and payment of debts are transferred to the place determined n general assembly. If the place to be transferred is not determined in general assembly, it is transferred to the association having the most members in the date of dissolution and closest to its objective in province where association is located. All acts pertaining to liquidation are shown in liquidation minutes and liquidation acts are completed in three months except for addtional times given by local authorities based on justification.
It is compulsory that situation is informed to local authority in the place where center of association is found by a letter following completion of liquidation and transfer acts of Money, goods and rights of association and liquidation minutes is added in this lettter.
The last members of the board with the capacity of liquidation board are responsible for storing books and documents of associaition. This duty can also be given to a member of the board. Storign time of these books and documents is five years.
Lack of of Provision

Article 21- Associations Law, Turkish Civil Code and Associations Regulation issued with reference to these laws and related other legislation are applied for the matters not stated in this regulation.

Temporary Article 1- Temporary members of the board to carry out acts and actions related to associaiton and represent association till association bodies will be formed in the first general assembly are indicated below.
Article 22- The regulation herein is consists of 22 (twenty two) articles.