Charter

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Name and Headquarters of the Association

Article 1 - The name of the association is "Black Sea Research Association." The headquarters of the association is in İzmir.

Purpose of the Association, Activities to Achieve This Purpose, and Scope of the Association's Activities

Article 2 - The Black Sea Research Association was established to conduct scientific activities related to the Black Sea basin, including Anatolia, the Balkans, Eastern Europe, and the Caucasus regions, with a primary focus on Turkey. The association aims to uncover, promote, develop, preserve, and pass on Turkish cultural values to future generations. It seeks to enhance social and cultural relations with individuals and institutions operating for similar purposes; to establish unity, cooperation, solidarity; and to foster friendship, communication, and collaboration.

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Topics and Methods of Work to be Carried Out by the Association

1. Conduct research in the Black Sea area.
2. Organize scientific congresses, symposiums, workshops, conferences, panel discussions, and similar activities.
3. Obtain all necessary information, documents, data, and publications for achieving the purpose; create a documentation center; publish newspapers, journals, books, and informational bulletins in line with the association’s objectives; create a website to share its work with a broader audience; and, in the long term, establish radio and television stations.
4. Engage in fundraising activities and accept donations from domestic and international sources, provided necessary permissions are obtained.
5. Establish and operate economic, commercial, and industrial enterprises to generate the income needed to achieve the association’s objectives.
6. Open social clubs and establish social and cultural facilities for the benefit of its members and to help them utilize their free time, and furnish these facilities.
7. Purchase, sell, rent, lease, and establish real rights on movable and immovable property needed for the association’s activities.
8. Establish foundations, form federations, or join an existing federation if deemed necessary to achieve the purpose.
9. Engage in international activities, become a member of associations and organizations abroad, and collaborate and assist these organizations.
10. Implement joint projects with public institutions and organizations on issues within their scope of work, provided the provisions of Law No. 5072 on the Relationship of Associations and Foundations with Public Institutions and Organizations are adhered to.
11. Establish funds to meet the essential needs of its members, such as food, drink, clothing, and other goods and services, and to meet their short-term credit needs.
12. Create platforms to achieve a common goal with other associations or similar non-governmental organizations such as foundations and unions, in areas not prohibited by law and in line with the association’s purpose and interests.
13. Open branches and representative offices in necessary locations.
14. Provide financial support to scientific studies that align with the association’s purpose.

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Field of Activity of the Association

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The association operates in social, scientific, cultural, and artistic fields.

Right to Membership and Membership Procedures

Article 3 - Any real or legal person who has the capacity to act, who adopts the aims and principles of the association and agrees to work in this direction, and who meets the conditions stipulated by the legislation, has the right to become a member of this association. However, foreign real persons must also have the right to reside in Turkey to become a member. This condition is not required for honorary membership.

Membership applications submitted in writing to the association's presidency will be decided upon by the association's board of directors within a maximum of thirty days, either as acceptance into membership or rejection of the request, and the result will be notified to the applicant in writing. The accepted member will be recorded in the register kept for this purpose.

The principal members of the association are the founders of the association and those who are accepted into membership by the board of directors upon their application.

Those who have provided significant material and moral support to the association can be accepted as honorary members by the decision of the board of directors.

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**Resignation from Membership**

**Article 4** - Any member has the right to resign from the association, provided they notify in writing. The resignation process is considered complete as soon as the resignation letter reaches the board of directors. Resignation from membership does not terminate the member's accumulated debts to the association.

**Expulsion from Membership**

**Article 5** - The circumstances requiring expulsion from the association are as follows:

1. Acting contrary to the association’s bylaws,
2. Continuously avoiding assigned duties,
3. Failing to pay membership fees within six months despite written warnings,
4. Not complying with the decisions made by the association’s organs,
5. Losing the conditions required for membership.

In the event of determination of any of the above circumstances, the member is expelled from the association by the decision of the board of directors. Those who resign or are expelled from the association are deleted from the membership register and cannot claim any rights on the association’s assets.

**Association Organs**

**Article 6** - The organs of the association are as follows:

1. General Assembly,
2. Board of Directors,
3. Supervisory Board.

**Formation, Meeting Time, Call and Meeting Procedure of the General Assembly**

**Article 7** - The General Assembly is the highest decision-making body of the association, consisting of registered members. The General Assembly meets:

1. Regularly at the time specified in this bylaw,
2. Extraordinarily within thirty days if deemed necessary by the Board of Directors or the Supervisory Board or upon the written request of one-fifth of the association members.

The Ordinary General Assembly meets every two years in January on a date, place, and time determined by the Board of Directors.

The General Assembly is called to a meeting by the Board of Directors. If the Board of Directors does not call the General Assembly to a meeting, upon the application of one of the members, the magistrate assigns three members to call the General Assembly to a meeting.

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**Procedure for Calling Meetings**

The Board of Directors prepares a list of members entitled to attend the General Assembly according to the association's bylaws. Members entitled to attend the General Assembly are called to the meeting at least fifteen days in advance by announcing the date, time, place, and agenda in a newspaper or by written or electronic mail. In this call, it is also stated that if the meeting cannot be held due to a lack of quorum, the date, time, and place of the second meeting will be specified. The period between the first and second meetings cannot be less than seven days or more than sixty days.

If the meeting is postponed for any reason other than a lack of quorum, this situation is also notified to the members, including the reasons for the postponement, in accordance with the procedure for calling the first meeting. The second meeting must be held within six months from the date of postponement. Members are called to the second meeting again in accordance with the principles mentioned in the first paragraph.

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, and in cases of bylaw changes and dissolution of the association, with two-thirds of the members. If the meeting is postponed due to a lack of quorum, a 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 Supervisory Board.

The list of members entitled to attend the General Assembly is available at the meeting place. Members entering the meeting place are checked by the members of the Board of Directors or the officials assigned by the Board of Directors with their identification documents issued by official authorities. Members enter the meeting place by signing their names in the list prepared by the Board of Directors.

If the quorum is met, this is documented with a record, and the meeting is opened by the chairman of the Board of Directors or one of the members of the Board of Directors assigned by him/her. If the quorum is not met, a record is prepared by the Board of Directors.

After the opening, a chairman, sufficient number of vice-chairmen, and a secretary are elected to form the council committee to manage the meeting.

During the voting for the election of the association’s organs, it is mandatory for the members to show their identity cards to the council committee and sign their names on the attendance list.

The management and security of the meeting are under the responsibility of the chairman of the council.

At the General Assembly, only the items on the agenda are discussed. However, it is mandatory to include items requested in writing by one-tenth of the members present at the meeting.

Each member has one vote at the General Assembly; the member must vote in person. Honorary members can attend General Assembly meetings but cannot vote. In case a legal entity is a member, the chairman of the legal entity’s board of directors or a person appointed by the legal entity for representation votes.

The matters discussed and decisions taken at the meeting are written in a record and signed by the chairman of the council and the secretaries. At the end of the meeting, the record and other documents are delivered to the chairman of the Board of Directors. The chairman of the Board of Directors is responsible for protecting these documents and delivering them to the newly elected Board of Directors within seven days.

**Voting and Decision-Making Procedures and Methods of the General Assembly**

**Article 8** - Unless decided otherwise, elections for the members of the Board of Directors and the Supervisory Board are conducted by secret ballot, and decisions on other matters are made by open voting at the General Assembly. Secret ballots are collected by placing papers or ballots sealed by the meeting chairman into an empty container by the members, and after the end of voting, the votes are counted openly. In open voting, the method determined by the chairman of the General Assembly is applied.

Decisions of the General Assembly are taken by the absolute majority of the members attending the meeting. Bylaw amendments and decisions on the dissolution of the association can only be taken with a two-thirds majority of the members attending the meeting.

**Decisions Taken Without a Meeting or Call**

Decisions taken with the written participation of all members without coming together or decisions taken by all members of the association in accordance with the procedure for calling the meeting specified in this bylaw are valid. Such decisions do not replace the ordinary meeting.

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### Duties and Authorities of the General Assembly

**Article 9** - The following matters are discussed and decided upon by the General Assembly:

1. Election of association organs,
2. Amendment of the association's bylaws,
3. Review of reports from the Management and Audit Boards and the release of the Management Board,
4. Discussion and approval of the budget prepared by the Management Board, with or without modifications,
5. Granting authority to the Management Board for the purchase of necessary real estate or the sale of existing real estate for the association,
6. Review and approval, with or without amendments, of the regulations prepared by the Management Board regarding the association's activities,
7. Determination of the fees, allowances, per diems, and compensations for the non-public service members of the association’s Management and Audit Boards and the daily allowances and travel expenses for members assigned to association services,
8. Deciding on the association’s membership in or withdrawal from federations,
9. Deciding on international activities of the association, membership in or withdrawal from foreign associations and organizations,
10. Establishment of a foundation by the association,
11. Dissolution of the association,
12. Review and decision on other proposals from the Management Board,
13. Fulfillment of other duties as mandated by the legislation for the General Assembly.

The General Assembly supervises the other organs of the association and may dismiss them for justifiable reasons at any time. The General Assembly has the final say on membership acceptance and expulsion. It serves as the highest authority of the association, handling matters not assigned to any other organ of the association and exercising corresponding authorities.

### Formation, Duties, and Authorities of the Management Board

**Article 10** - The Management Board is elected by the General Assembly and consists of five principal and five substitute members.

The Management Board, at its first meeting after the election, determines its roles through a resolution, electing a president, vice president, secretary, treasurer, and member.

The Management Board can be convened at any time, provided all members are notified. It meets with the presence of more than half of its total members. Decisions are made by a majority of the attending members.

In case of resignation or other vacancies in the Management Board, substitute members are called to duty according to the majority vote received in the General Assembly.

**Duties and Authorities of the Management Board**

The Management Board performs the following functions:

1. Representing the association or delegating this authority to one or more of its members,
2. Managing income and expenditure transactions and preparing the budget for the next term for submission to the General Assembly,
3. Preparing regulations related to the association’s activities for approval by the General Assembly,
4. With the authority granted by the General Assembly, purchasing real estate, selling movable and immovable property, constructing buildings or facilities, making rental agreements, and establishing liens, mortgages, or real rights in favor of the association,
5. Ensuring the establishment of representative offices where deemed necessary,
6. Implementing decisions made by the General Assembly,
7. Preparing the annual operating statement or balance sheet and income statement at the end of each activity year, along with a report explaining the Management Board’s activities, for submission to the General Assembly when convened,
8. Ensuring the implementation of the budget,
9. Deciding on the acceptance of new members or expulsion from membership,
10. Making and implementing any decisions necessary to achieve the association’s objectives,
11. Performing other duties and exercising authorities granted by legislation.

### Formation, Duties, and Authorities of the Audit Board

**Article 11** - The Audit Board is elected by the General Assembly and consists of three principal and three substitute members.

In case of resignation or other vacancies in the Audit Board, substitute members are called to duty according to the majority vote received in the General Assembly.

**Duties and Authorities of the Audit Board**

The Audit Board monitors whether the association operates in line with its objectives as specified in the bylaws and conducts activities according to the regulations. It ensures that the association’s records and accounts are kept in accordance with the legislation and the association’s bylaws, and it audits them at intervals not exceeding one year. The results of these audits are reported to the Management Board and the General Assembly.

The Audit Board may convene the General Assembly if necessary.

### Income Sources of the Association

**Article 12** - The income sources of the association are as follows:

1. Entrance fees and member dues: The amounts are determined by the Management Board, with an entrance fee of 50 TL and a monthly fee of 10 TL, totaling an annual fee of 120 TL.
2. Donations and aid from real and legal persons made voluntarily to the association.
3. Income from activities organized by the association such as tea and dinner meetings, trips, entertainment, performances, concerts, sports competitions, and conferences.
4. Income derived from the association’s assets,
5. Donations and aids collected in accordance with the provisions of the legislation on fundraising,
6. Profits obtained from commercial activities initiated by the association to generate income necessary to achieve its objectives,
7. Other incomes.

### Bookkeeping Principles and Procedures, and Books to be Kept

**Article 13** - Bookkeeping principles:

The association keeps records on the basis of an operating account. However, if the annual gross income exceeds the limit specified in the legislation, the association must switch to keeping records on a balance sheet basis from the following fiscal period.

If the association’s income falls below the specified limit for two consecutive fiscal periods, it may revert to an operating account basis from the following year.

Regardless of the specified limit, the Management Board may decide to keep records on a balance sheet basis.

If the association opens a commercial enterprise, separate records must be kept for this enterprise in accordance with the provisions of the Tax Procedure Law.

**Record Keeping**

The association’s books and records are kept in accordance with the procedures and principles specified in the Associations Regulation.

**Books to be Kept**

The association keeps the following books:

a) For the operating account basis:
1. Decision Book: The decisions of the Management Board are recorded in this book in chronological order and signed by the attending members.
2. Member Registration Book: Information about the members, including their identity details, dates of admission and resignation, and the amounts of entrance and annual fees they pay, are recorded in this book.
3. Incoming and Outgoing Document Registration Book: All incoming and outgoing documents are recorded in this book with dates and sequence numbers. Originals of incoming documents and copies of outgoing documents are filed. Emails are printed and stored.
4. Inventory Book: The acquisition date and method, places where used or allocated, and the disposal of items that have completed their usage period are recorded in this book.
5. Operating Account Book: All income received and expenditures made by the association are recorded clearly and orderly in this book.
6. Receipt Book: The serial and sequence numbers of receipt forms, the names, and signatures of those who receive and return them, and the dates are recorded in this book.

b) For the balance sheet basis:
1. The books listed in a) points 1, 2, 3, and 6 are also kept on a balance sheet basis.
2. Journal, Ledger, and Inventory Book: The method of keeping these books and the recording format is according to the principles specified in the Tax Procedure Law and the Accounting System Implementation General Communiqués issued based on the authority granted by this Law to the Ministry of Finance.

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### Approval of Notebooks

Notebooks that are mandatory for keeping in the association must be approved by the provincial directorate of associations or a notary before being used. These notebooks continue to be used until the pages are exhausted and do not require intermediate approval. However, notebooks kept on the basis of balance sheets, as well as form or continuous form-leaf notebooks, must be re-approved in the last month before the year they are to be used.

### Preparation of Income Statement and Balance Sheet

If records are kept on the basis of the operating account, an "Operating Account Statement" (as specified in Annex-16 of the Associations Regulation) is prepared at the end of the year (December 31). If records are kept on the basis of balance sheets, a balance sheet and income statement are prepared at the end of the year (December 31) in accordance with the General Communiqués on the Accounting System published by the Ministry of Finance.

### Income and Expense Transactions of the Association

**Article 14- Income and expense documents:**

Association revenues are collected with a "Receipt" (example provided in Annex-17 of the Associations Regulation). If association revenues are collected through banks, documents such as bank statements or account summaries issued by the bank serve as receipts.

Association expenses are made with expenditure documents such as invoices, retail sales receipts, and professional receipts. However, for payments under Article 94 of the Income Tax Law, an expense voucher is prepared according to the provisions of the Tax Procedure Law, and for other payments not under this scope, a "Expense Voucher" (example provided in Annex-13 of the Associations Regulation) is prepared.

Free deliveries of goods and services by the association to individuals, institutions, or organizations are made with a "Goods Delivery Document" (example provided in Annex-14 of the Associations Regulation). Free deliveries of goods and services to the association by individuals, institutions, or organizations are accepted with a "Goods Donation Receipt" (example provided in Annex-15 of the Associations Regulation).

### Receipt Documents

Receipts to be used for collecting association revenues are printed by decision of the Board of Directors and in accordance with the form and size specified in Annex-17 of the Associations Regulation. The printing, control, delivery from the printing house, registration in the book, handover between old and new treasurers, use by individuals collecting revenue on behalf of the association, and delivery of collected revenues are conducted in accordance with the relevant provisions of the Associations Regulation.

### Authorization Certificate

Individuals authorized to collect revenue on behalf of the association are determined by a decision of the Board of Directors, with their authorization period specified. An "Authorization Certificate" containing the full identity, signature, and photograph of the authorized individuals (example provided in Annex-19 of the Associations Regulation) is prepared in three copies by the association and approved by the Chairman of the Board of Directors. Copies of the authorization certificates are submitted to the association units. Changes to the authorization certificates are reported to the association unit within fifteen days by the Chairman of the Board of Directors.

Individuals authorized to collect revenue can only start collecting revenue from the date a copy of their authorization certificate is submitted to the association unit. The use, renewal, return, and other matters regarding the authorization certificate are conducted in accordance with the relevant provisions of the Associations Regulation.

### Retention Period of Income and Expense Documents

Except for the notebooks, the receipt documents, expenditure documents, and other documents used by the association are retained for five years in accordance with the number and date order in the books, subject to the periods specified in special laws.

### Submission of Declaration

**Article 15-** The "Association Declaration" containing the activities of the association and the results of income and expense transactions for the previous year (as presented in Annex-21 of the Associations Regulation) is filled out by the Board of Directors and submitted to the local administrative authority by the Chairman of the Board of Directors within the first four months of each calendar year.

### Notification Obligation

**Article 16- Notifications to the local administrative authority:**

#### General Assembly Result Notification

Within thirty days following ordinary or extraordinary General Assembly meetings, the "General Assembly Result Notification" (provided in Annex-3 of the Associations Regulation) and its attachments, including the principal and substitute members elected to the Board of Directors and Auditors and other bodies, are submitted to the local administrative authority by the Chairman of the Board of Directors. The following documents are attached to the General Assembly result notification:

1. A copy of the General Assembly meeting minutes signed by the Chairman, vice-chairmen, and secretary of the assembly,
2. If there is an amendment to the bylaws, a copy of the new and old versions of the amended articles and the final version of the bylaws signed by the Board of Directors.

#### Notification of Acquired Immovables

Immovables acquired by the association are reported to the local administrative authority within thirty days from the date of registration at the land registry office using the "Immovable Property Notification" form provided in Annex-26 of the Associations Regulation.

#### Notification of Receiving Aid from Abroad

If the association intends to receive aid from abroad, it must notify the local administrative authority with the "Notification of Receiving Aid from Abroad" form (provided in Annex-4 of the Associations Regulation) in duplicate before receiving the aid. The notification form is accompanied by a copy of the Board of Directors' decision to receive aid, any related protocols, contracts, or similar documents, and a copy of the bank statement, receipt, or similar document showing the transfer of the aid.

Cash aids must be received through banks and notified before being used.

#### Notification of Joint Projects Conducted with Public Institutions and Organizations

Protocols and project samples related to joint projects conducted with public institutions and organizations in areas related to the association’s mission are submitted to the provincial governorate within one month following the protocol date using the "Project Notification" form provided in Annex-23 of the Associations Regulation.

#### Notification of Changes

Changes in the association's location are reported to the local administrative authority within thirty days using the "Change of Address Notification" form provided in Annex-24 of the Associations Regulation. Changes in the association's bodies outside of the General Assembly meetings are reported using the "Change in Association Bodies Notification" form provided in Annex-25 of the Associations Regulation within thirty days following the change. Amendments to the bylaws are reported to the local administrative authority within thirty days following the General Assembly meeting where the amendment was made, along with the General Assembly result notification.

### Internal Audit of the Association

**Article 17-** The association may be audited internally by the General Assembly, the Board of Directors, or the Auditors, as well as by independent auditing firms. Auditing by the General Assembly, the Board of Directors, or independent auditing firms does not remove the obligation of the Auditors.

The Auditors conduct an audit of the association at least once a year. The General Assembly or the Board of Directors may conduct audits or have audits conducted by independent auditing firms if deemed necessary.

### Borrowing Methods of the Association

**Article 18-** If needed to achieve its objectives and conduct activities, the association may borrow with a decision of the Board of Directors. This borrowing may be in the form of purchasing goods and services on credit or in cash. However, this borrowing cannot exceed the amounts that can be met with the association's revenue sources and cannot place the association in financial difficulty.

### Amendment of the Bylaws

**Article 19-** Amendments to the bylaws can be made by the decision of the General Assembly. To amend the bylaws, a 2/3 majority of members eligible to attend the General Assembly is required. If the meeting is postponed due to a lack of quorum, no quorum is 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 Auditors.

The required majority for an amendment to the bylaws is 2/3 of the votes of members eligible to attend and vote at the General Assembly. Voting for amendments to the bylaws is conducted openly at the General Assembly.

### Dissolution of the Association and Liquidation of its Assets

**Article 20-** The General Assembly can decide to dissolve the association at any time. To discuss the dissolution at the General Assembly, a 2/3 majority of members eligible to attend the General Assembly is required. If the meeting is postponed due to a lack of quorum, no quorum is 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 Auditors.

The required majority for a dissolution decision is 2/3 of the votes of members eligible to attend and vote at the General Assembly. Voting for the dissolution decision is conducted openly at the General Assembly.

#### Liquidation Procedures

If the General Assembly decides on dissolution, the liquidation of the association’s money, property, and rights is conducted by a liquidation board composed of the last Board of Directors members. These procedures begin from the date the General Assembly’s dissolution decision or the automatic termination becomes final. During the liquidation period, the association’s name is used as "Karadeniz Araştırmaları Derneği in Liquidation."

The Liquidation Board is responsible for and authorized to complete the liquidation of the association's money, property, and rights in accordance with the legislation. The board first examines the association’s accounts. During the examination, the association's books, receipts, expenditure documents, deeds, and bank records, as well as other documents, are identified and an inventory of assets and liabilities is made. During the liquidation process, creditors are called, and if there are any assets, they are converted to cash and paid to creditors. If the association is a creditor, the receivables are collected. After the collection of receivables and the payment of debts, all remaining money, property, and rights are transferred to the place determined by the General Assembly. If no place is determined

by the General Assembly, they are transferred to the association closest to its objectives in the province where the association is located and which has the highest number of members at the time of dissolution.

All transactions related to the liquidation are indicated in the liquidation book and completed within three months, except for additional periods granted by the local administrative authorities based on justifiable reasons.

After the completion of the liquidation and transfer of the money, property, and rights of the association, the liquidation board must inform the local administrative authority where the association’s headquarters is located in writing within seven days, attaching the liquidation minutes.

Members of the last Board of Directors are responsible for keeping the books and documents of the association. This duty can also be assigned to a Board of Directors member by the General Assembly. These books and documents must be kept for five years.

### Temporary Article 1

The Board of Directors, Auditors, and other bodies elected at the first General Assembly meeting are responsible for implementing the provisions of this bylaws until the General Assembly is convened.

### Validity of the Bylaws

**Article 21-** These bylaws consist of 21 articles and take effect upon the approval of the founding members. The founding members of the association, consisting of the Board of Directors, are responsible for implementing the provisions of these bylaws.

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The names and surnames

of the Temporary Board Members
 

                                                                             Job Title___________ :

Prof. Dr. A. Osman Karatay                                    President

Dr. Öğr. Üyesi Umut Üren                                     Vice President

Ayşe Karatay                                                          Secretary

Ali Güler                                                                  Accountant

Doç. Dr. Ahmet Toksoy                                         Member

Dr. Öğr. Üyesi Muhammet Şen                             Member

Emin Zafer Ersöz                                                    Member