ARTICLE 1 : NAME AND HEAD OFFICE

The name of this Association is " Turkish American Business Association " or Taba Amcham in abbreviation . Head Office is in Istanbul . New Chapters may be opened by the resolution of the General Assembly . Duties and responsibilities of the Chapters are defined in Article 23 .

ARTICLE 2 : PURPOSE

The purpose of the Association is to promote trade relations between Turkey and the United States . In order to achieve its purpose the Association will :
a) prepare reports for American and Turkish Business circles
regarding to commercial , economical , financial , industrial and similar aspects and make proposals for implementation
b) provide communication between American and Turkish business people
c) help establisment of good relations between Governments and businessmen in both Countries
d) foster friendship and understanding between the people of both Countries
e) promote partnership through data base structures and recommendations
f) involve other activities in line with by-laws


Association can organize meetings , exhibitions , trips , demos , scientific surveys can also make publications , archives , plans
and projects and own real estates .

Each person above the age of 18 who is entitled to use civil rights and not convicted from the crimes defined in the Articles 4 and 16 of the Associations Law can be a member to the Association after agreeing to accord the ethic principles of Taba Amcham .
Non Turkish citizens can also be members if the permanent domicile is in Turkey .
There are two types of membership as Honorary and active .

Those who are qualified to be a member as per Associations Law and approved by the Board of Directors and pay their fees are principal members and have the right to vote in the General Assembly .

1- Those who are acknowleged in the Society by their prominent services , contributed to the promotion of business between United States and Turkey and agreed with Taba's ethic principles can be elected as Honorary member by 2/3 majority of the Board . Honorary members can participate all kind of meetings without the right of voting .
2- Honorary membership can not be granted to the active members and they do not pay any fee .
3- Honorary membership is granted for life time .

Those real persons living abroad or legal entities in Turkey can benefit Taba's services and be part of the communication net work by paying a subscription fee determined by the Board .

Those who lose membership qualification by law or disaccord with ethic principles or fail to pay the annual fee inspite of three notifications are discharged from membership by the Board resolution .

Calling the members to the General Assembly is made by the Board from membership roster as followings :
a) members who are qualified to attend the meeting are notified be an advertisement on one of the Istanbul dailies by stating the meeting place, date and hour . In case the necessary quorum is not found in the first meeting the same information for the second meeting is also mentioned .
b) At least 15 days prior to the meeting the Governor of the District is informed about the Meeting together with a membership roster .
c) If the meeting is postponed , an announcement should be made on the same daily . Postponement can not be more than two months .
d) The second meeting after the postponement is subject to the same rules of Article 7 a and b .
e) General Assembly can be postponed only one time.

General Assembly ordinarily meet once in June every year. Extra ordinary General Assemblies can be called to meeting at any time by either Board of Directors or Board of Auditors decision or the written demand of one fifth of the members . If the Board of Directors fail to convene the General Assembly within one month upon one of the above mentioned requests by recourse to the Local Court , the court demands from three members to make the Call .

The General Assembly will convene by the participation of one plus half of the members entitled to vote. In case the required quorum can not be reached in the first meeting majority shall not be sought in the second one . Nevertheless the number members participated in the second meeting should not be less than two fold of the total number of the Board of Directors and Auditors .

The General Assembly meetings take place on the day , at the hour and place of which the highest Civilian Authority of the district is notified . Members to take part in the General Assembly sign across their names on the list prepared by the Board of Directors . If the sufficient quorum defined by article 9 is attained at the General Assembly the meeting is opened by the Chairman or someone authorised . The fact that the Government Comissarhas not showed up does not necesitate to defer the meeting .
Following the opening of the meeting a chairman , sufficient number of deputies and a secretary are elected .
The Chairman of the meeting is responsible for chairing the meeting . At the conclusion of the meeting the secretary draws up the minutes of meeting and sign it together with the other members of the Assembly Board . All documents afterwards are delivered to the Board of Directors .

Only those topics which have been placed on the agenda shall be resolved . Nevertheless by proposal of the minimum one tenth of the attendees other topics may be inserted .

Below mentioned issues are resolved by the General Assembly.
1- Election of Association's organs .
2- Amendment of the Association's By-Laws .
3- Debate on the Board of Directors and Auditors reports .
Discharge both Boards of the responsibilities .
4- Debate on the budget prepared by the Board of
Directors . Ratification either as originally presented or after amendments .
5- Empowering the Board of Directors to purchase or sell of the immovables .
6- Participation or severance of the Association from the Federation .
7- Getting involved in international activities Participation in or severance from Organizations abroad
8- Dissolution of the Association .
9- Commitment of the other duties as defined in the By-Laws for General Assembly .

Each member has the right for one vote in the Assembly. Voting at the Assembly may be open or secret . The secret ballot slips are stamped by the Board of Directors . After making their choices members cast the slips into a sealed box . In the open ballot system the procedure defined by the Chairman of the Assembly is proceeded .
The members of the Board of Directors and substitutes are elected by secret ballot and ranked by majority of votes .
The members of the Board of Auditors and substitutes are
Elected by secret ballot and ranked by majority of votes .
The members of the Discipline Board and substitutes are elected by secret ballot and ranked by majority of votes .
The members of High Advisory Council and substitutes are elected by secret ballot
Proposals receiving half plus one votes in the Assembly considered to be resolved.

A) Headquarter Board of Directors can not be less than 13 Principals and 13 substitutes .Only if it is appropriate with the paragraphs B) , C) , D) , and E) than the number of principals and substitutes may be more than 13 , who are elected by the General Assembly by secret ballot for a two year term .
B) Each Chapter is represented in the Head Quarter Board by at least one member who is elected among the three members nominated by the Chapters . Additionally for every 30 members of the Chapter who paid the annual fee another Board member is elected by the secret ballot .
C) The Association's Head Quarter is represented by one member in the Board . Additionally for every 30 members of the Head Quarter who paid the annual fee another Board member is elected by secret ballot .
D) If the above contingency of the Chapters do not bring the total number of the Board to the minimums stated in paragraph A , remainder will come from Head Quarter .
E) If during a term , additional members in the Board becomes necessary due to the reasons explained in paragraphs B and C only those members are elected in the earliest Assembly without waiting for the completion of two year term .
F) The Head Quarter Board of Directors consists of the following members.
- The Chairman Acts as the spokesman and represents the Association in line with By- laws and authorities given by the Board . Can be elected for two terms of two years .
- 4 Deputy Chairmen Two of the Deputies should come from the Chapters and two from Head Quarter . They are the official substitutes in the absence of the Chairman . Act in line with the limits and orders defined by the Chairman .
- The treasurer is responsible for the revenues and disbursements to be realised in line with the Association's budget .
- General secretary is responsible for proper keeping of the official books and relations with the Chapters .
- Members are elected as per paragraphs A) , B) , C) , D) and E) not being less than seven .

Head Quarter Board of Directors perform the followings :

1 - To represent the Association or delegate one or more of its members .
2 - To determine the contributions of the Chapters authorise the revenues and expenses draw up the budget and present it to the Assembly .
3 - In case the enrollment of the expatriates to notify the Highest Civilian Authority in 10 days .
4 - To perform the other duties enforced by the local legislations and By-Laws of the Association .
G) Decisions are taken up by majority in the Head Quarter Board . If the number of votes turn out to be equal , Chairman's vote shall prevail .
H) Executive Committee is composed of the chairman , four deputies , the Treasurer and the General Secretary .
They execute the decisions taken up by the Board and responsible against the Head Quarter Board .
I) In the election of the Board members the following points are observed as may be possible :
1- In case the Chairman is a Turkish citizen one of the deputies should be either an American citizen or representative of an American based Company .
2- At least 50 % or more of the board members should be representing the American Companies .

A) If a Board member quits , replacement is made from the subtitutes list be it from Head Quarter or Chapters .
B) If any Board member does not show up in four consecutive meetings without an excuse can be discharged from the Board .
C) If the Board is fully filled up with substitutes and still have some missings can continue till the next Assembly with whatever number remains .
D) In case the number of the Board members fall down to less than half of the normal number , General Assembly is called up to the meeting within one month .

The Auditing Board consists of three principal and three substitute members who are elected by the General Assembly . The said Board carries out the auditing within the framework of the principals and procedures of the legislation in intervals less than six months and prepares a report about its findings to the Board of Directors as to be finally presented to the Assembly .

Discipline Board members consist of three principal and three substitute members who are elected by the Assembly in secret ballot . They carry out their survey in less than six month intervals and inform the outcome with a report to the Board of Directors .

High Advisory Council is composed of five honorable three substitute members and elected by the Assembly.
The members must be representing either the American Companies operating in Turkey or Turkish Companies operating in the United States . This Council carries out the surveys to provide smooth business environment , sets up the strategies and policies and make proposals to enhance business and investment relations in both Countries . They convene whenever deemed necessary and present their report to the Board .

1 - Admission due is paid only once at the entry
2 - Annual membership due is paid every year .
3 - Admission donation is T.L. 80 000 000 . Both dues may be changed by the decision of the Assembly .
4 - Newly accepted members will pay only the admission due for the first year .
5 - Members who resign not due to disciplinary reasons may reenter without being obliged to pay the admission due through the Board decision .
6 - If a member resigns from his/her Company , the Company may send a replacement without any due .
7 - If a member leaves the Country on duty or taking public office in the Government the obligation of the annual due payment may be waived by Board decision .
8 - If a new TABA Chapter is founded with more than 20 members or an existing Taba chapter records more than 20 members in one single shot they may get 50 % discount in Admission due payment by Board decision .

The Association shall keep the following books .
1- Membership book in which the identities of the members and admission dates are recorded .
2 - Board of Directors resolutions are kept in one book
3 - Incoming and outgoing documents must be recorded
4 - Income & Expense book .
5 - Budget , final accounts and Balance sheet book .
6 - Fixed assets book .
7 - Registration of collections .

The revenues of the Association are collected agaist the receipts which are printed and distributed by Ministry of Finance . Expenses are made with expense slips .
The sources of revenues are mainly the followings :
a) Membership dues
b) Member's contribution to expenses
c) Revenues from activities
d) Revenues from lotteries
e) Donations and aid
f) Subscription to publications

The By-laws of the Association may be amended on the condition that the issue is put on the agenda of an Ordinary or Extra Ordinary Assembly and members are notified 30 days prior to the Assembly date .
The amendment can be made only with two third majority votes of the participants at the Assembly .
In case the By-Laws do not have clear indications on certain issues Civil Code articles rule .

The General Assembly can decide at any time the dissolution of the Association with a two third quorum of the participants .
Dissolution of the Association must be notified to the Highest Civilian Authority in writing within the five days after the Assembly .
Net remainder of the Association after dissolution will be handed over to the Red Crescent .

The Association may establish new Chapters when and where the Board of Directors deem necessary .

Each Chapter must have General Assembly , Board of Directors and Board of Auditors.
1 - General Assembly of the Chapter will be composed of the registered members of the Chapter . With the exception of the article 12 , all other articles of the Association's By-Laws shall apply to the workings of the General Assemblies of the Chapters .
2 - Chapter's Board of Directors shall consist of five principal members and five substitutes . Provisions regarding to the authorities and rules of the Association's by-Laws shall apply to the Chapters as well .
3 - Board of Auditors of the Chapters consists of three principal and three substitute members . The By-Laws governing the Auditing Board of the Association shall also apply to the same Board of the Chapters .

The Chapters are free to carry out all kind of activities within the limits of their budgets as approved in their Assemblies and not in contradiction to the general strategies of the Association .

Taba Amcham members act and behave in compliance with ethic principles in all of his/her relations with the business partners , customers , suppliers , competitors , shareholders and partners of the community , nature , environment and the State .