Statutes

ASSOCIATION FOR THOUGHT AND LITERARY STUDIES
STATUTES

Name and Headquarters of the Association

Article 1- The name of the association is “Association for Thought and Literary Studies.”
The headquarters of the association is in Samsun, Türkiye. No branches shall be established.

Purpose of the Association and the Fields and Forms of Activities to be Carried Out by the Association to Achieve this Purpose

Article 2- The association has been established for the purpose of carrying out studies in the fields of literature and thought; conducting research in culture, arts, and education; preparing publications; and organizing events in these fields.

Activities and Forms of Work to be Carried Out by the Association

1. To organize symposia, panels, conferences, workshops, seminars, training sessions, study groups, talks, and exhibitions with themes of literature, culture, and thought at national and international levels.
2. To prepare, implement, and report research projects in the literary, cultural, and intellectual fields, and to share the results with the public through various publications.
3. To organize courses and training programs on authorship, criticism, translation, reading methods, literary theory, aesthetics, and cultural heritage; to establish reading groups and online training platforms.
4. To carry out publishing activities in print and digital formats such as journals, books, bulletins, catalogues, yearbooks, podcasts, and similar publications; to establish a documentation center in line with its objectives and to issue periodical and non-periodical publications.
5. To collect written, visual, and audio documents to establish a regular archive and library; to carry out documentation, cataloguing, and access-related activities.
6. To procure all kinds of technical equipment, fixtures, and stationery required for the proper execution of the association’s activities; to provide the necessary working environment.
7. To develop joint projects with and conduct international representation activities in cooperation with universities, research centers, cultural institutions, non-governmental organizations, and relevant platforms both in Türkiye and abroad.
8. To design scholarships, awards, competitions, and support programs for young researchers, students, and writers in order to encourage qualified production.
9. To carry out fundraising activities with the necessary permissions and to accept donations from within Türkiye and abroad.
10. To establish economic enterprises within the framework of the legislation; to organize training programs, sell publications, and conduct sponsorship and licensed content agreements in order to engage in income-generating activities.
11. To purchase, rent, lease, and establish rights in rem over movable and immovable properties for the purposes of the association’s activities.
12. To establish liaison offices, representations, and working groups within the country and abroad when necessary.
13. To carry out joint projects and enter into cooperation protocols with public institutions and organizations when deemed necessary.
14. To create joint platforms with other associations, foundations, unions, and similar non-governmental organizations in areas related to the association’s purpose and not prohibited by law.

Field of Activity of the Association

The association operates in the social field at both national and international levels.

Right to Membership and Membership Procedures

Article 3- Any natural or legal person who has legal capacity, adopts the aims and principles of the association, agrees to work accordingly, and is engaged in research, study, or production activities in the fields of literature and thought may become a member of the association, provided that they meet the conditions stipulated in the legislation. Foreign nationals must have the right of residence in Türkiye in order to become a member. This requirement is not applicable for honorary membership.

Membership applications shall be made in writing. The application shall be decided upon by the board of directors within thirty days at the latest, either by acceptance or rejection of the request, and the decision shall be communicated to the applicant in writing. Persons whose membership applications are accepted shall be recorded in the membership register.

The principal members of the association consist of the founders and those whose membership applications are accepted. Those who provide significant material or moral support to the association, and academics, writers, and artists who continuously contribute to the activities of the association, may be accepted as honorary members by decision of the board of directors.

Withdrawal from Membership

Article 4- Every member has the right to leave the association by submitting a written notice. The resignation shall be deemed effective once the resignation letter reaches the board of directors. Withdrawal from membership does not eliminate the member’s outstanding debts to the association.

Expulsion from Membership

Article 5- A member shall be expelled from the association by decision of the board of directors in the following cases:

1. Acting contrary to the statutes of the association,
2. Continuously failing to perform assigned duties,
3. Failing to pay membership dues for two consecutive years despite written warning,
4. Failing to comply with the decisions taken by the organs of the association,
5. Loss of membership qualifications.

The record of the expelled member shall be deleted from the membership register, and the expelled member shall have no claim on the assets of the association.

Organs of the Association

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

1. General Assembly
2. Board of Directors
3. Board of Auditors

Formation of the General Assembly of the Association, Time of Meeting, Procedure for Call and Meeting

Article 7- The General Assembly, which is the supreme decision-making body of the association, consists of the principal members registered in the association. The General Assembly:

1. Convenes ordinarily at the time specified in these statutes,
2. Convenes extraordinarily when deemed necessary by the board of directors or the board of auditors, or upon the written request of one-fifth of the members of the association.

If the board of directors does not convene the general assembly, upon the application of one of the members, the magistrate shall assign three members to convene the general assembly.

The Ordinary General Assembly shall convene once every three years in the month of June, on the day, time, and place determined by the board of directors.

Procedure for Call
The board of directors prepares the list of members entitled to participate in the general assembly. Members entitled to attend the general assembly shall be invited at least fifteen days before the meeting, specifying the date, time, place, and agenda of the meeting, by one of the following methods:

1. By announcement on the association’s website,
2. By sending to the e-mail address provided by the member.

The call shall also indicate the date, time, and place of the second meeting in case quorum is not achieved at the first meeting. The interval between the first and second meetings shall not be less than seven days and not more than sixty days.

If the meeting is postponed for any reason other than lack of quorum, the reason for the postponement shall be stated and announced to the members in accordance with the procedure of the first meeting. The second meeting must be held within six months from the date of postponement. Members shall be called to the second meeting in the same manner.

The general assembly meeting cannot be postponed more than once.

Procedure of the Meeting

The general assembly convenes with the participation of the absolute majority of members entitled to attend; in cases of amendment of the statutes and dissolution of the association, a two-thirds majority is required. If the meeting is postponed due to lack of quorum, no quorum is required for the second meeting. However, the number of members attending this second meeting shall not be less than twice the total number of members of the board of directors and the board of auditors.

The list of members entitled to attend the general assembly shall be kept ready at the meeting place. Members attending the meeting shall enter the meeting by presenting their official identification documents and signing the list. Identity checks shall be carried out by members of the board of directors or designated persons.

When the quorum is achieved, the situation shall be confirmed with a written record, and the meeting shall be opened by the chairperson of the board of directors or a member of the board of directors designated by him/her. If the quorum is not achieved, a written record shall also be drawn up by the board of directors.

After the opening, a presiding committee consisting of one chairperson, sufficient vice-chairpersons, and a secretary shall be elected to conduct the meeting.

During the election of the association’s organs, members casting votes must show their identification to the presiding committee and sign against their names on the attendance list.

The presiding chairperson is responsible for the conduct and security of the meeting.

Only the items on the agenda shall be discussed at the general assembly. However, if at least one-tenth of the members attending the meeting submit a written proposal, a new item must be added to the agenda.

Each member has one vote at the general assembly and votes in person. Honorary members may attend the meeting but have no right to vote. In the case of a legal entity being a member, the right to vote shall be exercised by the chairperson of the legal entity’s board of directors or a designated representative.

The matters discussed and the decisions taken at the meeting shall be written in a record, signed jointly by the presiding chairperson and the secretaries. At the end of the meeting, the record and other documents shall be delivered to the chairperson of the board of directors. The chairperson of the board of directors is responsible for preserving these documents and delivering them to the newly elected board of directors within seven days.

Voting and Decision-Making Procedures of the General Assembly

Article 8 - Unless otherwise decided, voting at the general assembly shall be conducted openly. In open voting, the method determined by the chairperson of the general assembly shall be applied.

If secret voting is to be conducted, members shall fill in papers or ballots sealed by the chairperson of the meeting and place them in an empty box. After the voting process is completed, the ballots shall be opened, counted, and the results announced.

Decisions of the general assembly shall be taken by the absolute majority of the members present at the meeting. However, decisions on amendments to the statutes and dissolution of the association may only be taken with a two-thirds majority of the members present.

Decisions Taken Without Meeting or Call

Decisions taken with the written participation of all members without physically convening, and decisions taken by all members coming together without complying with the call procedure stipulated in these statutes, are valid. However, decisions taken in this manner do not substitute for an ordinary general assembly meeting.

Duties and Powers of the General Assembly

Article 9 - The following matters shall be discussed and resolved by the general assembly:

1. Election of the organs of the association,
2. Amendment of the statutes of the association,
3. Discussion of the reports of the board of directors and the board of auditors and the release of the board of directors,
4. Discussion and approval of the budget prepared by the board of directors, either as is or with amendments,
5. Granting authorization to the board of directors for the purchase of immovable property on behalf of the association or the sale of existing immovable property,
6. Examination and approval, either as is or with amendments, of the regulations prepared by the board of directors,
7. Determination of the remuneration, allowances, travel expenses, and compensations to be paid to the chairpersons and members of the boards of directors and auditors who are not public officials, as well as the per diems and travel allowances to be paid to members assigned for association services,
8. Deciding on the association’s affiliation with or withdrawal from a federation,
9. Deciding on the association’s international activities, joining or withdrawing from associations and organizations abroad,
10. Establishing a foundation by the association,
11. Dissolution of the association,
12. Discussion and resolution of other proposals of the board of directors,
13. Fulfilling other duties required by law to be carried out by the general assembly.

The general assembly supervises the other organs of the association and may dismiss them at any time for just cause. The final decision-making authority on admission to and expulsion from membership belongs to the general assembly. As the supreme body of the association, the general assembly exercises all powers and fulfills all duties not assigned to another organ in the statutes.

Formation, Duties, and Powers of the Board of Directors

Article 10 - The board of directors shall be elected by the general assembly, consisting of seven principal and seven substitute members.

At its first meeting following the election, the board of directors shall distribute duties and designate a chairperson, a vice-chairperson, a secretary, a treasurer, and members.

In case of resignation or other reasons causing a vacancy in the board of directors, it is obligatory to call the substitute members to duty in the order of majority votes received at the general assembly.

Duties and Powers of the Board of Directors

The board of directors shall carry out the following duties:

1. To represent the association or to authorize one or more of its members for this purpose.
2. To carry out transactions related to income and expenditure accounts, and to prepare the budget for the following period and submit it to the general assembly.
3. To prepare regulations related to the activities of the association and submit them to the general assembly for approval.
4. With the authorization received from the general assembly, to purchase immovable property, to sell movable and immovable properties belonging to the association, to have buildings or facilities constructed, to conclude lease agreements, to establish pledges, mortgages, or real rights in favor of the association.
5. To ensure the establishment of representations when necessary.
6. To implement the decisions taken by the general assembly.
7. At the end of each activity year, to prepare the operating account statement or the balance sheet and income statement together with the annual activity report of the board of directors, and submit them to the general assembly.
8. To ensure the implementation of the budget.
9. To decide on admission to and expulsion from membership.
10. To take and implement any decisions necessary for the realization of the purpose of the association.
11. To perform other duties and exercise powers granted by the legislation.

Formation, Duties, and Powers of the Board of Auditors

Article 11- The board of auditors shall be elected by the general assembly, consisting of three principal and three substitute members.

In case of resignation or other reasons causing a vacancy in the board of auditors, it is obligatory to call the substitute members to duty in the order of majority votes received at the general assembly.

Duties and Powers of the Board of Auditors

The board of auditors shall inspect whether the association operates in line with the objectives specified in its statutes, whether its activities are carried out accordingly, and whether the books, accounts, and records are kept in compliance with the legislation and the statutes of the association, at intervals not exceeding one year. The results of the audit shall be submitted in a report to the board of directors and, when convened, to the general assembly.

The board of auditors may request the general assembly to be convened when deemed necessary.

Sources of Income of the Association

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

1. Membership Fee: Upon admission to membership, a one-time entrance fee of 3,000 TL and an annual membership fee of the same amount for continuation of membership shall be collected. The board of directors is authorized to increase or decrease these amounts.
2. Donations and contributions made voluntarily to the association by natural and legal persons.
3. Participation fees and other revenues obtained from events such as symposia, panels, conferences, workshops, seminars, training sessions, courses, reading groups, and educational programs organized by the association.
4. Revenues obtained from the sale of books, journals, bulletins, catalogues, yearbooks, digital publications, podcasts, and similar works published by the association.
5. Revenues obtained from cultural and artistic projects and consultancy services organized on behalf of the association.
6. Revenues obtained from the assets of the association.
7. Donations and contributions to be collected in accordance with the provisions of fundraising legislation.
8. Profits obtained from economic enterprise activities carried out to realize the objectives of the association, and from sponsorship, copyright, and licensing agreements.
9. Other revenues.

Principles and Procedures of Bookkeeping and Books to Be Kept in the Association

Article 13 – Principles of Bookkeeping

In the association, books are kept according to the operating account principle. However, if the annual gross income exceeds the threshold specified in Article 31 of the Associations Regulation, the balance sheet principle shall be applied as of the following fiscal period.

If, after switching to the balance sheet principle, the income falls below the specified threshold for two consecutive fiscal periods, the association may revert to the operating account principle starting from the following year.

Regardless of the thresholds, the board of directors may decide to keep books according to the balance sheet principle.

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

Method of Recording

The books and records of the association shall be kept in accordance with the procedures and principles set forth in the Associations Regulation.

Books to Be Kept

The following books shall be kept in the association:

a) Books to be kept under the operating account principle:

1. Decision Book: Decisions of the board of directors are entered in this book in chronological and numerical order and signed by the members present at the meeting.
2. Membership Register: The identity information and dates of admission and resignation of members admitted to the association are recorded. The entrance fees and annual dues paid by members may also be entered into this book.
3. Document Register: Incoming and outgoing documents are recorded with date and sequence number. Originals of incoming documents and copies of outgoing documents are filed. Printouts of electronically received and sent documents are also stored.
4. Operating Account Book: Revenues received and expenses made on behalf of the association are recorded in an orderly manner.

b) Books to be kept under the balance sheet principle:

1. The books listed in items 1, 2, and 3 of subparagraph (a) shall also be kept under the balance sheet principle.
2. Journal and Ledger: The keeping of these books and the method of recording shall be carried out in accordance with the Tax Procedure Law and the General Communiqués on Accounting System Application issued by the Ministry of Finance.

Certification of Books

Books required to be kept in the association (except for the Ledger) must be certified by the Provincial Directorate of Civil Society Relations or by a notary before being put into use. These books shall be used until all their pages are filled, and no interim certification shall be made. However, the Journal kept according to the balance sheet principle must be recertified annually in the last month preceding the year of use.

Preparation of Income Statement and Balance Sheet

If books are kept under the operating account principle, at the end of the year (31 December), the “Operating Account Statement” specified in Annex-16 of the Associations Regulation shall be prepared.

If books are kept under the balance sheet principle, at the end of the year (31 December), a balance sheet and income statement shall be prepared in accordance with the Accounting System Application General Communiqués issued by the Ministry of Finance.

Article 14 – Income and Expense Transactions

Income and Expense Documents

The revenues of the association shall be collected with a “Receipt Document” in the form shown in Annex-17 of the Associations Regulation. If revenues are collected through banks, documents such as receipts or account statements issued by the bank shall serve as receipts.

The expenses of the association shall be made with expenditure documents such as invoices, retail sales slips, or self-employment receipts. However, for payments made by the association falling under Article 94 of the Income Tax Law, an expense voucher in accordance with the Tax Procedure Law shall be used; for other payments outside this scope, an “Expenditure Voucher” in the form shown in Annex-13 of the Associations Regulation or documents such as bank receipts shall be used.

In-kind goods and services provided free of charge by the association to persons, institutions, or organizations shall be documented with an “In-Kind Assistance Delivery Document” as shown in Annex-14 of the Associations Regulation. In-kind goods and services provided free of charge to the association by persons, institutions, or organizations shall be documented with an “In-Kind Donation Receipt” as shown in Annex-15.

These documents (Annex-13, Annex-14, Annex-15) shall be in the specified form and size, consecutively numbered, self-carbonized, consisting of fifty originals and fifty counterfoils, or may be prepared in electronic systems and continuous form through typewriters. It is mandatory that the forms to be printed meet the specified requirements.

Receipts

The receipts to be used for collecting the revenues of the association shall be printed at a printing house in the form and size shown in Annex-17 of the Associations Regulation by the decision of the board of directors.

The printing and control of the receipts, their receipt from the printing house, registration in the ledger, handover procedures between the old and new treasurers, and the delivery of revenues collected by persons authorized to use receipts shall be carried out in accordance with the provisions of the Associations Regulation.

Certificate of Authorization

Persons, other than full members of the board of directors, who will collect revenues on behalf of the association shall be determined by a board decision specifying the period of authorization. A “Certificate of Authorization” (Annex-19 of the Associations Regulation), containing the full identity, signature, and photographs of the persons authorized to collect revenues, shall be prepared in duplicate by the association and approved by the chair of the board of directors. Full members of the board of directors may collect revenues without a certificate of authorization.

The period of validity of authorization certificates shall be determined by the board of directors for a maximum of one year. Expired certificates shall be renewed according to the same procedure. In case of expiration of the authorization period, resignation, death, or dismissal of the person in whose name the certificate is issued, the issued certificates must be returned to the board of directors within one week. The board of directors may revoke the authorization to collect revenues at any time.

Retention Period of Income and Expense Documents

Except for the books, receipts, expenditure documents, and other documents used by the association shall be kept for five years in compliance with the order of number and date recorded in the books, without prejudice to the periods specified in special laws.

Submission of Declarations

Article 15 – The “Association Declaration” (as set out in Annex-21 of the Associations Regulation), which contains information on the association’s activities of the previous year and the results of income and expense transactions as of year-end, shall be completed by the board of directors and submitted by the chair of the association to the local administrative authority within the first four months of each calendar year.

Notification Obligations

Article 16 – Notifications to the local administrative authority:

Notification of General Assembly Results

Within forty-five days following ordinary or extraordinary general assembly meetings, the “General Assembly Results Notification” (as set out in Annex-3 of the Associations Regulation), showing the full and substitute members elected to the board of directors, board of auditors, and other bodies, shall be submitted to the local administrative authority.

If the statutes have been amended at the general assembly meeting, the minutes of the general assembly, the old and new versions of the amended articles, and the final version of the statutes signed on each page by the absolute majority of the board members must also be submitted within the same period.

Notification of Real Estate

Real estate acquired by the association shall be reported to the local administrative authority within thirty days of registration at the land registry, using the “Real Estate Notification” (Annex-26 of the Associations Regulation).

Notification of Receiving Aid from Abroad

In cases where the association is to receive aid from abroad, the “Notification of Receiving Aid from Abroad” (Annex-4 of the Associations Regulation) must be submitted to the local administrative authority before the aid is received. Cash donations must be received through banks, and the notification obligation must be fulfilled prior to their use.

Notification of Changes

In the event of a change of address, the “Change of Address Notification” (Annex-24 of the Associations Regulation) shall be submitted to the local administrative authority. If changes occur in the association’s organs outside the general assembly meeting, the “Notification of Changes in Association Organs” (Annex-25 of the Associations Regulation) shall be submitted within forty-five days of the change.

Amendments to the statutes shall also be submitted to the local administrative authority within forty-five days following the general assembly meeting in which the amendments were made, as an annex to the general assembly results notification.

Opening of Representative Offices

Article 17 – The association may open representative offices by decision of the board of directors in order to carry out its activities where deemed necessary. The address of the representative office shall be notified in writing to the local administrative authority of the relevant location by the person(s) appointed as representatives with the decision of the board of directors. Representative offices are not represented in the general assembly of the association.

Internal Auditing of the Association

Article 18 – Internal auditing of the association may be carried out by the general assembly, the board of directors, or the board of auditors. Independent auditing firms may also be engaged. The fact that auditing has been carried out by the general assembly, the board of directors, or an independent auditing firm does not relieve the board of auditors of its responsibilities.

The board of auditors shall conduct the audit of the association at least once a year. The general assembly or the board of directors may also conduct audits when deemed necessary or may obtain auditing services from independent auditing firms.

Borrowing Procedures of the Association

Article 19 – The association may borrow, by decision of the board of directors, when necessary to achieve its objectives and sustain its activities. Borrowing may take the form of purchasing goods or services on credit or obtaining cash loans. However, the amount of borrowing cannot exceed the association’s income sources or be of such scale that it jeopardizes its repayment capacity.

Amendments to the Statutes

Article 20 – Amendments to the statutes shall be made by decision of the general assembly.

For a statutes amendment to be discussed at the general assembly, two-thirds of the members entitled to attend must be present. If the quorum cannot be achieved and the meeting is postponed, no quorum is required at the second meeting. However, the number of members attending this meeting may not be less than twice the total number of members of the board of directors and the board of auditors.

Adoption of a statutes amendment requires the approval of two-thirds of the members present and entitled to vote. Voting on statutes amendments at the general assembly shall be conducted openly.

Dissolution of the Association and Liquidation of Assets

Article 21 – The general assembly may decide to dissolve the association at any time.

For the dissolution issue to be discussed in the general assembly, two-thirds of the members entitled to attend must be present. If the quorum cannot be achieved and the meeting is postponed, no quorum is required at the second meeting. However, the number of members attending this meeting may not be less than twice the total number of members of the board of directors and the board of auditors.

The decision to dissolve requires the approval of two-thirds of the members present and entitled to vote. Voting on dissolution at the general assembly shall be conducted openly.

Liquidation Procedures

When the general assembly decides to dissolve, the liquidation of the association’s money, assets, and rights shall be carried out by a liquidation board composed of the last board members. The liquidation process shall begin on the date when the decision of dissolution is made by the general assembly or when automatic dissolution becomes definite.

During the liquidation process, the phrase “In Liquidation” shall be added before the association’s title, and the phrase “Association for Thought and Literary Studies in Liquidation” shall be used.

The liquidation board is responsible and authorized to complete the liquidation of the association’s money, assets, and rights from beginning to end in accordance with the legislation. The board shall first examine the accounts of the association. During this examination, the association’s books, receipts, expenditure documents, title deeds, bank records, and other documents shall be identified, and its assets and liabilities shall be recorded in a report.

During the liquidation process, creditors of the association shall be notified; if there are assets, they shall be converted into cash and debts shall be paid. If the association is a creditor, receivables shall be collected. After the collection of receivables and payment of debts, any remaining money, property, and rights shall be transferred to the place determined by the general assembly. If the general assembly has not determined a transferee, these shall be transferred to the association in the same province whose objectives are closest to those of the dissolved association and which had the largest membership at the date of dissolution.

All matters relating to the liquidation shall be recorded in a liquidation report. Except for extensions granted for valid reasons by the local administrative authority, the liquidation procedures must be completed within three months.

Upon completion of the liquidation and transfer of the association’s money, property, and rights, the liquidation board shall notify the local administrative authority of the province where the association is headquartered within seven days in writing, and the liquidation report shall be attached to this notice.

The preservation of the association’s books and documents after liquidation shall be the responsibility of the last board members acting as the liquidation board. This duty may also be delegated to one of the board members. The books and documents shall be preserved for a period of five years.

Absence of Provisions

Article 22 – In cases where this statutes contains no provisions, the provisions of the Law on Associations, the Turkish Civil Code, the Associations Regulation issued based on these laws, and other relevant legislation shall apply.

Provisional Article 1 – Until the association’s organs are formed at the first general assembly, the temporary board members who will represent the association and carry out all matters and transactions related to the association are as follows:

Temporary Board Members
The founding members listed below constitute the temporary board of directors to represent the association and carry out all affairs and transactions until the first general assembly meeting of the association:

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