Bylaws | Sağlık ve Çevre Politikaları Derneği

BY-LAWS OF THE HEALTH AND ENVIRONMENTAL POLICIES ASSOCIATION

SECTION I - NAME AND HEADQUARTERS OF THE ASSOCIATION

Article 1 - The name of the Association is: “Health and Environmental Policies Association”. Its short name is: “HEPA”. The logo of the Association will be determined at the first general assembly. The Association logo cannot be distributed, sold, or used for purposes other than those intended by the Association without the permission of the Board of Directors.

Article 2 - The headquarters of the Association is in Antalya. No branches will be opened.

SECTION II - PURPOSE OF THE ASSOCIATION AND THE METHODS AND ACTIVITIES TO BE CARRIED OUT BY THE ASSOCIATION TO ACHIEVE THIS PURPOSE

Article 3 - The purpose of the Association is to conduct studies on health and environmental issues in accordance with the Association's activities, and to carry out education, research, projects, and activities on issues that combine these two thematic areas.

Article 4 – Subjects and Forms of Work to be Carried Out by the Association

4.1. To conduct research to enhance and develop activities,

4.2. To organise training activities such as courses, seminars, conferences, and panels,

4.3. To obtain all necessary information, documents, and publications for the realisation of the purpose, to establish a documentation centre, to publish newspapers, magazines, books, and work and information bulletins to distribute to members in line with its objectives,

4.4. To provide a healthy working environment for the realisation of the purpose, to obtain all kinds of technical tools and equipment, fixtures, and stationery materials,

4.5. To engage in fundraising activities and accept donations from within and outside the country, provided that the necessary permits are obtained,

4.6. To establish and operate economic, commercial, and industrial enterprises to obtain the income needed to achieve the purposes of the bylaws,

4.7. To open a local club, social and cultural facilities for the benefit of its members and for them to spend their free time. 4.8. To organise or enable members to benefit from dinners, concerts, balls, theatre performances, exhibitions, sports events, trips, and other entertainment activities to develop and maintain interpersonal relations among members.

4.9. To purchase, sell, rent, lease, and establish real rights over movable and immovable property needed for the association's activities.

4.10. To establish foundations, federations, or join existing federations if deemed necessary for the achievement of the purpose. To establish facilities that associations can establish with permission, after obtaining the necessary permits.

4.11. To engage in international activities, to become a member of associations or organisations abroad, and to collaborate or cooperate with these organisations on a project basis.

4.12. 4.12. To carry out joint projects with public institutions and organisations on matters within their areas of responsibility, if deemed necessary for the achievement of the purpose, subject to the provisions of Law No. 5072 on the Relations of Associations and Foundations with Public Institutions and Organisations;

4.13. To establish a fund to meet the essential needs of association members, such as food and clothing, and their short-term credit needs for goods and services;

4.14. To open representative offices where deemed necessary to carry out the association's activities;

4.15. To create platforms with other associations or foundations, trade unions, and similar civil society organisations to achieve a common goal in areas related to the association's purpose and not prohibited by law;

4.16. To carry out effective activities that will contribute to the social, cultural, sporting, professional, and scientific lives of its members and to increase solidarity among them;

4.17. To establish contact and cooperation with other associations and organisations operating in related fields and to participate in the activities of these organisations and associations when necessary;

4.18. 4.19. To plan, conduct, and evaluate scientific research at the management level in the health and environment sector.

4.20. To contribute to health and environmental management policies.

4.21. To coordinate projects in the fields of consultancy, investment, management development, health and environmental supply and demand, market analysis, and health and environmental service research by collaborating with universities and other institutions and organisations.

4.22. To offer solutions and make recommendations for health and environmental management problems.

4.23. To conduct studies in the field of health and environmental service management and education, and educational curriculum.

4.24. To conduct education, research, and projects on health, social, and environmental policies and services at national and international levels.

4.25. To research climate change,

4.26. To conduct studies on the protection of the right to health and the right to a healthy environment.

4.27. To conduct special studies on health, environmental, and social issues for vulnerable groups such as women, the elderly, children, youth, migrants, refugees, and people with disabilities; to develop and implement policies on equal access.

4.28. To conduct awareness campaigns and workshops with the participation of relevant groups on health and environmental issues.

4.29. To carry out activities aimed at improving the personal rights and professional skills of those working in health and environmental fields.

4.30. To conduct advocacy activities on health and environmental issues.

Article 5 – Scope of Activities of the Association;

The Association operates in the fields of health, social, and environmental services and management, and policies.

SECTION III - CONDITIONS AND PROCEDURES FOR BECOMING A MEMBER AND WITHDRAWING FROM MEMBERSHIP IN THE ASSOCIATION.

Article 6 – Membership Conditions;

Every natural and legal person who has legal capacity, accepts the aims and principles of the association and agrees to work in accordance with them, and meets the conditions stipulated by the legislation, has the right to become a member of this association. However, for foreign natural persons to become members, they must also have the right of residence in Turkey. This condition is not required for honorary membership.

Article 7 – Types of Membership;

7.1 – Full Member: Full members of the association are those who are accepted into membership by the board of directors upon application, provided they meet the characteristics and conditions specified above. Full members are members who have undertaken all the obligations required by membership in the Association and who benefit from the responsibilities and rights of membership. The rights of a member include being a candidate for any position and voting, provided that the necessary conditions are met; Their obligations include attending private and general meetings, paying dues on time, making the necessary effort in accordance with the aims and services, and maintaining the positive image of the Association within the community.

7.2- Honorary Member: Individuals who provide significant material and moral support to the Association, as well as those who, despite not meeting the specified characteristics and conditions for full membership, contribute to the Association's projects or activities and are deemed suitable, are accepted as honorary members by a decision of the Board of Directors and their registration is completed. Honorary members can participate in and benefit from all activities of the Association, especially its working groups. They can attend the general assembly, but they do not have the right to be elected to or vote in the Association's organs. They are not obligated to pay dues; they may pay dues or make donations if they wish. The Board of Directors may decide to terminate honorary membership at any time if the conditions deemed necessary for honorary membership cease to exist.

Article 8- Membership Procedures;

To become a member of the Association, the individual or legal entity representative must submit a written membership application to the Board of Directors, stating that they accept the provisions of the Association's Bylaws and meet the necessary membership requirements, using the "Membership Application Form". The Board of Directors shall decide on the membership application by majority vote within a maximum of 30 days and notify the applicant in writing. Upon acceptance of the individual as a member of the Association, their identity will be recorded in the "Membership Register". An appeal against the decision to reject membership may be submitted to the Board of Directors. The Board of Directors' decision to reject membership shall be reviewed and decided upon at the first General Assembly. The General Assembly's decision is final.

Article 9: Termination of Membership

9.1 - Withdrawal from Membership; Every member has the right to withdraw from the association by giving written notice. The withdrawal process is considered complete as soon as the member's resignation letter reaches the board of directors. Withdrawal from membership does not terminate the member's accumulated debts to the association.

9.2 - Expulsion from Membership; The circumstances requiring expulsion from association membership are listed below:

9.2.1 - Acting contrary to the association's bylaws,

9.2.2 - Engaging in legal transactions on behalf of the association without authorisation and thereby burdening the association with debts and obligations,

9.2.3 - Failure to pay membership dues within one year despite written warnings,

9.2.4 - Failure to comply with decisions made by the association's organs or consistently avoiding assigned duties,

9.2.5 - Obstructing the association's activities or making statements, written declarations, or other actions that damage the association's reputation.

9.3 - Death of a member; Membership terminates upon the death of the member. Since membership in an association is a right strictly personal to the individual, it cannot be transferred to legal heirs or bequeathed to another person through a will. Similarly, membership will terminate if a declaration of absence is issued for the member. The same applies to legal entities. Membership in an association will terminate the moment the legal entity loses its legal status.

Article 10: Procedures for Expulsion from Membership and Appeals;

Membership is terminated by a decision of the Board of Directors if one of the situations listed in Article 9.2 of the Bylaws is determined. The expelled member may appeal in writing to the General Assembly through the Association's Board of Directors within fifteen (15) days from the date of notification of the decision. The appeal will be considered and decided at the first General Assembly Meeting. The member's rights and obligations continue until the appeal is decided. If the member does not appeal within the time limit or if the appeal is rejected by the General Assembly, the member's registration in the Membership Register will be deleted by the Board of Directors. Members who have resigned or been expelled from membership or whose membership has been terminated according to the above articles regarding the termination of membership cannot claim any rights in the association's assets. The expelled member retains the right to appeal to the court against the decision within one (1) month from the date of the General Assembly. Except for deceased members, if all dues of the expelled or dismissed member are not paid, the Association's Board of Directors may resort to legal action.

IV. SECTION – ASSOCIATION ORGANS

Article 11- The organs of the association are listed below:

11.1- General Assembly,

11.2- Board of Directors,

11.3- Supervisory Board,

11.4. Scientific Board,

11.5. Ethics Committee

Article 12- General Assembly;

The General Assembly is the most authoritative decision-making body of the association and consists of members registered with the association.

Article 13 - Method of convening the general assembly;

13.1 - Ordinary meetings are held at the time specified in this bylaw.

13.2 - Extraordinary meetings are held within thirty days when deemed necessary by the board of directors or the supervisory board, or upon the written request of one-fifth of the association members.

13.3 - If the board of directors fails to convene the general assembly, upon the application of one member, the magistrate shall appoint three members to convene the general assembly.

Article 14 - Time of general assembly meetings;

The ordinary general assembly meets every three years, in April, on a day, time, and place determined by the board of directors.

Article 15 - Procedure for calling the general assembly meeting;

15.1 - The general assembly is called by the board of directors.

15.2 - The board of directors prepares a list of members entitled to attend the general assembly according to the association's bylaws.

15.3- Members entitled to attend the general assembly are summoned to the meeting at least fifteen days in advance by announcement of the date, time, place, and agenda in a newspaper or by written or electronic mail.

15.4- This summons shall also state the date, time, and place of the second meeting if the first meeting cannot be held due to a lack of quorum.

15.5- The period between the first and second meetings cannot be less than seven days or more than sixty days.

15.6- If the meeting is postponed for reasons other than a lack of quorum, this situation, along with the reasons for the postponement, shall be announced to the members in accordance with the procedure used for the first meeting summons.

15.7- The second meeting must be held within six months at the latest from the date of postponement.

15.8- Members shall be summoned to the second meeting again according to the principles stated in the first paragraph.

Article 15.9 - The general assembly meeting cannot be postponed more than once.

Article 16 - General Assembly Meeting Procedure;

16.1 - The general assembly convenes with the simple majority of members entitled to participate, and with a two-thirds majority in cases of amendments to the bylaws and dissolution of the association; if the meeting is postponed due to the failure to achieve a quorum, a quorum is not required at the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the management and supervisory boards.

16.2- A list of members entitled to attend the general assembly is kept available at the meeting place. Members entering the meeting place will have their official identification documents checked by the board of directors or designated officials. Members will enter the meeting place by signing next to their names on the list prepared by the board of directors.

16.3- If a quorum is reached, this is recorded in a minutes report, and the meeting is opened by the chairman of the board of directors or one of the board members he/she designates. If a quorum is not reached, a minutes report is also prepared by the board of directors.

16.4- After the opening, a chairman, a sufficient number of vice-chairmen, and a secretary are elected to form the praesidium.

16.5- In the voting for the election of the association's organs, it is mandatory for voting members to show their identification to the praesidium and sign next to their names on the attendance list.

16.6- The management and security of the meeting are the responsibility of the praesidium chairman.

16.7- Only items on the agenda are discussed at the general assembly. However, it is mandatory to include on the agenda any topics requested in writing by one-tenth of the members present at the meeting.

16.8- Each member has one vote at the general assembly; members must vote in person. Honorary members may attend general assembly meetings but cannot vote. If a legal entity is a member, the chairman of the board of directors of the legal entity or the person authorised to represent it will vote.

16.9- The topics discussed and decisions taken at the meeting are recorded in minutes, which are signed jointly by the chairman of the meeting and the secretaries. At the end of the meeting, the minutes and other documents are handed over to the chairman of the board of directors.

16.10- The chairman of the board of directors is responsible for the safekeeping of these documents and for handing them over to the newly elected board of directors within seven days.

Article 17- Decisions Taken Without a Meeting or Notice

Decisions made by written participation of all members without a physical meeting, and decisions made by all members of the association meeting together without following the call procedure specified in this bylaw, are valid. Such decisions do not substitute for an ordinary meeting.

Article 18 - Duties and powers of the general assembly;

The following matters shall be discussed and decided upon by the general assembly:

18.1- Election of the association's organs,

18.2- Amendment of the association's bylaws,

18.3- Discussion of the reports of the board of directors and the supervisory board and the discharge of the board of directors,

18.4- Discussion and acceptance of the budget prepared by the board of directors, either as is or with amendments,

18.5- Authorisation of the board of directors to purchase necessary immovable properties for the association or to sell existing immovable properties,

18.6- Review and approval, either as is or with amendments, of the regulations to be prepared by the board of directors regarding the association's activities,

18.7- Determination of the salaries, allowances, travel expenses, and compensation to be paid to the chairpersons and members of the association's board of directors and supervisory boards who are not public officials, as well as the daily allowances and travel expenses to be paid to members assigned to association services,

18.8- Decision on the association's participation in and withdrawal from federations,

18.9- Decision on the association's international activities and its collaboration with associations abroad. 18.10- Joining or leaving organisations as a member,

18.11- Establishing a foundation by the association,

18.12- Dissolving the association,

18.13- Examining and deciding on other proposals of the board of directors,

18.14- Performing other duties specified in the legislation to be performed by the general assembly,

15- The general assembly supervises the other organs of the association and can dismiss them at any time for justified reasons.

6.16- The general assembly makes the final decision on admission to and expulsion from membership. As the most authoritative body of the association, it handles and exercises powers not assigned to any other organ of the association.

Article 19 - Voting and Decision-Making Procedures of the General Assembly;

19.1 - Unless otherwise decided, the election of the members of the Board of Directors and the Supervisory Board is conducted by secret ballot, while decisions on other matters are voted on openly. Secret ballots are collected by the meeting chairman by having members place sealed papers or ballot slips into an empty container after the necessary procedures have been completed, and the results are determined by an open count after the voting is finished.

19.2 - In open voting, the method specified by the chairman of the general assembly shall be applied.

19.3 - Decisions of the general assembly are taken by a simple majority of the members present at the meeting. However, decisions regarding amendments to the bylaws and the dissolution of the association can only be taken by a two-thirds majority of the members present at the meeting.

Article 20 - Formation, Duties and Powers of the Board of Directors

20.1 - The Board of Directors is elected by the general assembly as five principal and five alternate members.

20.2- At its first meeting after the election, the Board of Directors shall, by a resolution, assign duties and appoint the president, vice-president, secretary, treasurer, and members.

20.3- The Board of Directors may be convened at any time, provided that all members are notified. It shall convene with the presence of more than half of the total number of members. Decisions shall be taken by a simple majority of the total number of members present at the meeting.

20.4- In the event of a vacancy in the main membership of the Board of Directors due to resignation or other reasons, it is mandatory to call upon the alternate members to take office according to the order of the majority of votes they received in the general assembly.

Article 21- Duties and Powers of the Board of Directors

The Board of Directors shall perform the following duties:

21.1- To represent the association or to authorise one or more of its members to do so.

21.2- To carry out transactions related to income and expenditure accounts and to prepare and submit the budget for the next period to the general assembly,

21.3- To prepare the regulations regarding the association's activities and submit them to the general assembly for approval,

21.4- To purchase immovable property, sell movable and immovable property belonging to the association, construct buildings or facilities, enter into lease agreements, and establish pledges, mortgages, or real rights in favour of the association, with the authority granted by the general assembly,

21.5- To ensure the opening of representative offices where deemed necessary,

21.6- To implement the decisions taken at the general assembly,

21.7- 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 fiscal year, and to submit them to the general assembly when it convenes.

21.8- To ensure the implementation of the budget,

21.9- To make decisions regarding the admission or expulsion of members to the association.

Article 21.10 - To take and implement all kinds of decisions to achieve the association's purpose,

21.11 - To perform other duties and exercise the powers granted to it by legislation,

21.12 - To hire lawyers and follow up on lawsuits that affect or will affect our profession and/or our colleagues, as determined by the board of directors, in accordance with the association's purpose,

21.13 - To elect the members of the Association's Scientific Board and Ethics Board.

Article 22 - Formation, Duties and Powers of the Supervisory Board

22.1 - The Supervisory Board is elected by the general assembly as three principal and three alternate members.

22.2 - In case of a vacancy in the principal membership of the Supervisory Board due to resignation or other reasons, it is mandatory to call upon the alternate members to take office according to the order of the majority of votes they received in the general assembly.

Article 23 - Duties and Powers of the Audit Committee

The audit committee shall audit whether the association is operating in accordance with the aims and areas of activity specified in its bylaws, whether the books, accounts, and records are kept in accordance with the legislation and the association's bylaws, and shall submit the audit results in a report to the board of directors and, when convened, to the general assembly, according to the principles and procedures determined in the association's bylaws and at intervals not exceeding one year. The audit committee may call the general assembly to a meeting when necessary.

Article 24 - Scientific Committee

The Scientific Committee will contribute to research and development (R&D) and scientific activities within the scope of the association's aims and areas of activity. The committee consists of 3 full members and 3 alternate members. Members and non-members deemed appropriate by the Board of Directors are selected for the term of office of the Board of Directors. Members of the association's board of directors and audit committee may also be members of the Scientific Committee. The Scientific Committee shall distribute duties among itself.

Article 25 - Duties and Powers of the Scientific Committee

25.1. The association's; 25.1. To decide on, conduct, or have conducted seminars, conferences, symposiums, congresses, and similar activities to be organised within and outside the association.

25.2. To cooperate and assist with similar associations, federations, foundations, universities, faculties, higher education institutions, secondary education institutions, and/or any other national or international organisation during these activities.

25.3. To present the developments and studies conducted by the association in the areas of its work, both at the national and international scientific levels.

25.4. To closely monitor the association's activities and make recommendations to the board of directors.

Article 26 - Ethics Committee

The Ethics Committee will evaluate activities within the scope of the association's aims and areas of activity from an ethical perspective. The Committee consists of 3 full members and 3 alternate members, selected from among the full members deemed appropriate by the General Assembly. The Ethics Committee distributes duties among itself.

Article 27 - Duties and Powers of the Ethics Committee

27.1. The Ethics Committee conducts a preliminary evaluation of applications. It initiates studies for those requiring investigation and research. Furthermore, it is authorised to submit applications that it deems unworthy of investigation, along with a recommendation for rejection, to the Board of Directors for approval, stating the reasons.

27.2. The Committee is authorised to conduct investigations and evaluations on matters deemed appropriate for examination and to submit them to the Board of Directors for approval.

27.3. During its evaluations, the Committee may request written or oral information from relevant association members when necessary. Association members are obligated to respond to these requests in writing within 7 days. Otherwise, they will be deemed to have accepted the matters for which a defence is requested.

SECTION V – OTHER PROVISIONS

Article 28 - Sources of Income for the Association

The sources of income for the association are listed below:

28.1 - Membership Fees: Members are charged a monthly fee of 5.00 (Five) TL. The general assembly is authorised to increase or decrease this amount. The determined fee is implemented by the board of directors and announced to all members. There is no entrance fee for membership.

28.2 - Donations and aid made to the association voluntarily by individuals and legal entities.

28.3- Income from activities organised by the association, such as tea and dinner meetings, trips and entertainment, performances, concerts, sports competitions and conferences,

28.4- Income from the association's assets,

28.5- Donations and aid collected in accordance with the provisions of the legislation on fundraising.

28.6- Profits obtained from commercial activities undertaken by the association to secure the income it needs to achieve its purpose.

28.7- Other income.

Article 29- Association's Books

The association shall keep the books specified in the Associations Law No. 5253 and the regulations issued based on this law, the Regulation issued based on Article 62 of the Civil Code No. 4771, and other laws and regulations, in the manner prescribed by said laws and regulations.

These books must be certified by a Notary Public or the Provincial Associations Unit and must be used accordingly.

Article 30 - Internal Audit of the Association

30.1 - Internal audits may be conducted by the general assembly, the board of directors, or the supervisory board of the association, or audits may be commissioned from independent auditing firms. The fact that an audit has been conducted by the general assembly, the board of directors, or independent auditing firms does not relieve the supervisory board of its obligations.

30.2 - The supervisory board shall conduct an audit of the association at least once a year. The general assembly or the board of directors may conduct audits or commission audits from independent auditing firms when deemed necessary.

Article 31 - Borrowing Procedures of the Association

The association may borrow funds, if necessary, to achieve its objectives and carry out its activities, upon a decision of the board of directors. This borrowing may be in the form of credit for goods and services or in cash. However, this borrowing cannot be in amounts that cannot be covered by the association's income sources and that would cause the association to experience payment difficulties.

Article 32 - How the Bylaws May Be Amended

32.1 - Amendments to the bylaws may be made by a decision of the general assembly.

32.2- A 2/3 majority of members entitled to attend the general assembly is required for amendments to the bylaws. If the meeting is postponed due to the failure to achieve a majority, a majority is not required at the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the management and supervisory boards.

32.3- The majority required for a decision on amendments to the bylaws is 2/3 of the votes of the members attending the meeting and entitled to vote. Voting on amendments to the bylaws at the general assembly is conducted openly.

Article 33- Dissolution of the Association and Method of Liquidation of its Assets

33.1- The general assembly may decide to dissolve the association at any time.

33.2- A 2/3 majority of members entitled to attend the general assembly is required for the dissolution issue to be discussed at the general assembly. If the meeting is postponed due to the failure to achieve a majority, a majority is not required at 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 supervisory board.

33.3- The majority required for a dissolution decision is 2/3 of the votes of the members attending the meeting and entitled to vote. The vote on the dissolution decision in the general assembly is conducted openly.

Article 34- Liquidation Procedures

34.1- When a dissolution decision is made by the general assembly, the liquidation of the association's money, assets, and rights is carried out by a liquidation committee composed of the last members of the board of directors. These procedures begin from the date the general assembly decision regarding dissolution is made or the date the automatic termination becomes final. During the liquidation period, the phrase "In Liquidation, Health and Environmental Policies Association" is used in all transactions in the name of the association.

34.2- The Liquidation Committee is responsible and authorised to complete the liquidation procedures of the association's money, assets, and rights from beginning to end in accordance with the legislation. This board first examines the association's accounts. During the examination, the association's ledgers, receipts, expenditure documents, title deeds, bank records, and other documents are identified, and its assets and liabilities are recorded in a report. During the liquidation process, the association's creditors are notified, and if there are any assets, they are converted into cash and paid to the creditors. If the association is a creditor, the receivables are collected. After the collection of receivables and the payment of debts, all remaining money, assets, and rights are transferred to the place determined by the general assembly. If the place to be transferred is not determined in the general assembly, it is transferred to the association in the same province that is closest to the association's purpose and has the most members at the time of dissolution.

34.3- All procedures related to liquidation are shown in the liquidation report, and the liquidation process is completed within three months, excluding extensions granted by the local administrative authorities based on a justifiable reason.

34.4- Following the completion of the liquidation and transfer procedures of the association's money, assets, and rights, the liquidation board must notify the relevant administrative authority of the location of the association's headquarters in writing within seven days, and the liquidation report must be attached to this letter.

34.5- The last members of the board of directors, acting as the liquidation board, are responsible for safekeeping the association's books and documents. This responsibility may also be assigned to a single member of the board of directors. The retention period for these books and documents is five years.

Article 35- Lack of Provision;

In matters not specified in this bylaw, the provisions of the Associations Law, the Turkish Civil Code, the Associations Regulation and other relevant legislation issued pursuant to these laws concerning associations shall apply.

Temporary Article 1- Until the association's organs are formed at the first general assembly, the founding and temporary board members who will represent the association and carry out its affairs and transactions are listed below.

Members of the Provisional Board of Directors:

Name and Surname

Job Title

Signature

Mehmet ARSLAN

Founder and Provisional Board Chairman

Mustafa ÇOBAN