Statue

Charter of Artificial Intelligence and Technology Association

Name and Head Office of Association

Article 1 - The name of the association is the Artificial Intelligence and Technology Association (“AITA”) (abbr. in TUR:"YZTD"). Head Office is in Koza İş Merkezi B blok No:12 Kat: 5 34349 Balmumcu Beşiktaş İstanbul Turkey. No branch shall be opened.

Purpose and Field of Activity of the Association

Article 2 - The association was established to be managed in accordance with the laws and the provisions of this charter, and to conduct scientific and social studies in line with its purpose and service issues. Relevant departments of YZTD shall be organized and operated for the following charitable, educational and scientific purposes to support the non-profit mission of the association.

Purpose of YZTD,

To transfer information about artificial intelligence (AI) in Turkey,
To raise the awareness of Turkish people about artificial intelligence and to raise awareness in the field of artificial intelligence,
Increasing the interaction between local and global artificial intelligence communities,
To ensure that the leading countries of the world to share knowledge and work well in Turkey,
To ensure global artificial intelligence ecosystem in disclosed in the Turkey all kind of go through the right process of artificial intelligence studies, active worldwide and transformed into value-added systems, to meet with investors, the branding of products resulting, leading companies of leadership and the growth and development with mentoring,
To encourage those operating in the field of artificial intelligence to become a member of YZTD,
To cooperate with official or private institutions and organizations operating in the field of artificial intelligence,
To provide the necessary conditions and contributions for children and young people to pursue a career in this field,
To support university meetings, academic studies and research centers,
To provide networking opportunities, mentoring and consultancy matching,
We continue to engage in many different activities, including conferences, meetups, organizing seasonal competitions and more.

Membership Conditions and Termination of Membership

Article 3 - Membership can be made to the Artificial Intelligence and Technology Association by applying both corporate and individual. Real persons and legal entities who have the capacity to act and whose membership is not prohibited have the right to become members. In corporate applications, the first application fee of 12,000 TL must be paid and the membership petition to YZTD must be filled and signed by the company official.

Membership acceptance takes place with the approval of the Board of Directors and the majority of votes there.

In individual applications, the first application fee of 1,200 TL must be deposited and the membership petition to YZTD must be filled and signed.

Membership of the association of those who later lose the qualifications sought in the law and charter for membership will automatically terminate.

Corporate or Individual Members can leave the Association by submitting a petition for resignation. As with the membership application, in case of resignation of the members, the Board of Directors also negotiates and officially expels the member from the association. In case of withdrawing from membership, the Association reserves the right to claim its receivables.

Members of the association behaving outside the aims and objectives of the association, making statements and sharing disparaging and / or dishonoring the association, not paying the association membership fee (12,000 TL annually for institutional members, 1,200 TL annually for individual members) for two years, the project discussed at the association meetings and leaking of preparatory work, etc. in such cases, the association member institution or person may be removed from membership unanimously by the Board of Directors of the Association.

The meeting method and time of the General Assembly

Article 4 - The General Assembly is the most authorized decision-making body of the association and it consists of members registered with the association.

General Assembly;

It convenes extraordinarily within thirty days at the time specified in this charter,
When deemed necessary by the management or supervisory board or upon the written request of one fifth of the members of the association.

The Ordinary General Assembly convenes every 2 years, in April, on the day, place and time to be determined by the Board of Directors. All corporate and individual members can vote in the General Assembly. A person representing the institution in corporate memberships has the right to vote in the General Assembly.

The General Assembly is invited to the meeting by the Board of Directors.

If the Board of Directors does not call the General Assembly to the meeting; Upon the application of one of the members, the magistrate assigns three members to convene the General Assembly.

Duties, powers, voting and decision making procedures and methods of the General Assembly

Article 5 - Members attending the General Assembly sign in the roll call. In the General Assembly, a chairman and two members of the council are elected from among the members by majority vote. The Chairman and Members of the Council are responsible for the realization of the General Assembly in accordance with the rules.

The vote of the absolute majority of the members attending the General Assembly is sufficient to take a decision in the General Assembly.

Each member has one voting right in the General Assembly; the member must use the game personally. Honorary members may attend general meetings but can not vote. If the legal person becomes a member, the Chairman of the Board of Directors of the legal person or the person appointed by the representative votes.

Invitation Procedure

Article 6 - The methods to be applied to invite the General Assembly of the Association to the meeting are shown below:

The Board of Directors of the Association arranges the list of permanent members who have the right to participate in the General Assembly.

Members who have the right to participate in the General Assembly are is invited to the meeting at least fifteen days in advance, to announce the date, time, place and agenda in at least one newspaper or on the website of the association, to be notified in writing, to send a message to the e-mail address or contact number of the member or using local broadcast tools. In this call, the day of the second meeting to be held in case the majority cannot be reached is also specified.

The period between two meeting dates cannot be less than seven days and more than sixty days.

If the meeting is adjourned for any reason other than the lack of quorum, it is announced to the members in accordance with the procedure for the first meeting, stating the reason for adjournment. The postponed meeting must be held within six months at the latest from the date of adjournment. The General Assembly Meeting cannot be postponed more than once.

Duties and Powers of the General Assembly

Article 7 - The issues written below are discussed and resolved by the General Assembly.

Election of association bodies,
Changing the charter of the association,
Discussion of the reports of the management and supervisory boards and release of the Board of Directors,
Discussing and accepting the budget prepared by the Board of Directors as is or after amendment,
Inspection of other organs of the association and, when deemed necessary, their dismissal for just cause,
Examination and decision of the objections made against the decisions of the Board of Directors regarding the rejection of membership or removal from membership
Authorization of the Board of Directors for the purchase of immovable properties required for the association or for the sale of existing immovable properties,
Examining the regulations to be prepared by the board of directors regarding the activities of the association and approving them as they are or by amending them,
Determining the wages and all kinds of allowances, travel allowances and compensations to be paid to the chairman and members of the board of directors and supervisory boards of the association who are not public officers, and the amount of daily and travel allowances to be given to the members to be assigned for the association's services
Deciding on the association's participation and leaving the federation and authorizing the Board of Directors on this matter,
Deciding to open the branches of the Association and authorizing the Board of Directors in this regard,
Association's international activities, joining or leaving as a member of associations and organizations abroad,
Establish a foundation by favour of the association,
Termination of the association,
Examining and resolving other suggestions of the Board of Directors,
Performing the works that have not been given to another body of the association as the most competent body of the association and using the powers,
Fulfillment of other duties specified in the legislation by the General Assembly.

Duties and powers of the Management and Supervisory Boards, how they will be elected, number of permanent and substitute members

Article 8 - The Board of Directors ("BOD") consists of 9 Permanent and 9 Substitute Members. In the event that a member of the BoD leaves, the BoD may appoint a member from among the members to the BoD.

The Supervisory Board ("SB") consists of 4 permanent and 4 substitute members. In case one of the SB members leaves, the SB may appoint a member from among the members to the SB.

Both the BoD and SB are elected for 2-year terms by the absolute majority of the existing members attending the General Assembly.

During the establishment phase, the Board of Directors and the Supervisory Board are determined by the founding members. In the General Meetings held afterwards, the BoD and SB are elected by the votes of the members.

Duties and Powers of the Board Of Directors

Article 9 - The Board of Directors fulfills the following matters.

Representing the association or authorizing one of its members or a third party in this regard,
Carrying out transactions regarding income and expense accounts and preparing the budget for the next period and submitting it to the General Assembly,
Preparing the regulations regarding the activities of the Association and submitting them to the General Assembly for approval,
With the authorization given by the General Assembly, to purchase immovable property, to sell movable and immovable properties belonging to the association, to have a building or facility built, to make a lease agreement, to establish pledged mortgages or real rights in favor of the association,
With the decision of the Board of Directors, it can become a member of federations and Confederations,
Ensuring that the branches of the association, if any, are audited and, when deemed necessary, dismiss the branch board of directors for just cause,
Ensuring that representative offices are opened where necessary,
To implement the decisions taken in the General Assembly,
At the end of each activity year, organizing the association's business account table or balance sheet and income statement and the report explaining the work of the Board of Directors, submitting it to the General Assembly when it meets,
To ensure the implementation of the budget,
Deciding on recruiting or dismissing members from the association,
To take and implement all kinds of decisions within the scope of its authority in order to achieve the purpose of the association
To perform other duties assigned by the legislation and to use the powers.

Formation, Duties and Powers of the Supervisory Board

Article 10 - It inspects whether the association operates in line with the work subjects specified to be carried out in order to achieve the purpose and purpose indicated in the charter, whether the books, accounts and records are kept in accordance with the legislation and the association's charter, according to the principles and procedures determined in the charter of the association and at intervals not exceeding one year, and report the results of the audit to the Board of Directors and to the General Assembly when it convenes.

It determines the working method itself. The Chairman of the Supervisory Board or one of the members can attend the Board of Directors meetings upon invitation and express an opinion or make a proposal.
Upon the request of the members of the Supervisory Board, all kinds of information, documents and records must be shown or given by the association officials, and the request to enter management places, establishments and their annexes must be fulfilled.

It performs other duties and uses its powers that are stated to be done by the Supervisory Board in the legislation.

Whether there will be a branch of the association, if so, how to establish branches, how they will be represented in the General Assembly of the Association with their duties and authorities

Article 11 - The association does not have a branch during the establishment phase. Representation offices or branches can be opened by the decision of the Board in the future. The unanimity of the Board is required to open a branch or representative office. It should be ensured that the persons in the representative offices or branches of the association have the same level of knowledge and competence as the members of the YZTD. These representation offices and / or branches are represented by the head of that representation and / or branch in the General Assembly. In cases where the president cannot attend, it may be represented by a member appointed by him/her. Representatives can be present at the General Assembly as observers, but cannot vote.

The method of determining the entrance and annual dues to be paid by the members.

Article 12 - The membership fee of the association is 12,000 TL at the first entry for corporate members. It is 1,200 TL for individual members. No extra dues are charged during the first year of membership. At the beginning of the second year (as of January 1), the membership fee for the new year (12,000 TL for Corporate members, 1,200 TL for Individual members) is paid regularly every year. The amount of increase to be made to the association entrance fee and membership fee is determined by the Board, provided that it does not exceed the WPI / CPI average of the previous year.

Income sources of the association

Article 13 - YZTD's sources of income are members' entrance fees, annual dues, donations, consultancy and expert fees, revenues from campaigns and projects, investor relations commission, etc.

Association's borrowing procedures

Article 14 - The Association may become indebted to individuals or institutions with the decision of the Board of Directors in line with the estimated budget approved in the General Assembly. Any borrowing other than the budget can be made by the decision of the General Assembly.

Types of internal audit of the association

Article 15 - The accounts of the YZTD can be managed by the Chairman of the Board, the Secretary General and the Treasurer, with the authorization of the Board. These expenses are examined by the Supervisory Board every 6 months and recorded in the Association's decision book.

Amendment of Charter

Article 16 - The Charter of Association may be changed by the decision of the General Assembly. In order to make a change in the Charter in the first meeting, 2/3 of the members must attend and agree. In the second meeting, this majority is not required, but the attendants cannot be less than twice the Board of Directors and the Supervisory Board. However, the General Assembly decisions regarding the approval of the amendment of the Charter are taken with the 2/3 majority of the attendants.

Books and Records

Article 17 - The association keeps the compulsory books that it must keep in line with the legislation. In addition, other books required to be kept by the decision of the Board of Directors may also be kept.

Termination and Liquidation of the Association

Article 18 - The General Assembly of the Association can always decide to dissolve the association. In order for the General Assembly to decide on the dissolution of the association, at least two-thirds of the members and delegates who have the right to participate in the General Assembly according to the charter must be present at the meeting. If this majority cannot be achieved in the first meeting, members and delegates are invited to the second meeting. However, the decision on dissolution must be made with a two-thirds majority of the members and delegates present at the meeting in any case.

In case of dissolution, all property, money and rights of the association are determined by the decision of the General Assembly. If the General Assembly does not decide where to leave all the assets of the association, the General Assembly will transfer it to another association that is closest to the purpose of the association and has the most members as of the date of termination.

Following the completion of the liquidation and transfer of the money, property and rights of these associations, the liquidation committee informs the local administrative authority of the place where the headquarters of the association is located in a letter within seven days and the liquidation report is attached to this letter.

Lack of Provision

Article 19 - In matters not specified in this charter; The Law on Associations, the Turkish Civil Code and the Associations Regulation issued in reference to these laws and the provisions of other relevant legislation on associations are applied.

Name, surname, job title of the Association's Interim Board of Directors

Article 20 - The members of the Provisional Board of Directors, who will represent the association and will carry out the works and transactions related to the association, are stated below, until the association bodies are formed in the first General Assembly.

Esen Girit Tümer (Interim President), Metin Sezgin, Y. Çağlar Gözüaçık, Prof. Dr. Ata Akın, Prof. Dr. Mehmet Şükrü Ertürk, Dr. Leyla Türker Şener, Prof. Dr. Emin Erkan Korkmaz, Hakan Aran, Tayfun Çataltepe, Berna Yıldız, Y. Pınar Kitapçı, Barış Özenoğlu, Lale Can