Association Bylaws

01Name of the Association

The name of the Association is Yapay Zekâ ve Teknoloji Derneği ("YZTD"; Artificial Intelligence and Technology Association). Its headquarters is at Koza İş Merkezi B Blok No:12 Kat: 5 34349 Balmumcu Beşiktaş İstanbul Türkiye. No branch office shall be opened.

02Purpose and scope of activity of the Association

The Association has been established to be governed in accordance with the laws and the provisions of these bylaws, and to carry out scientific and social work in line with its purpose and areas of service. The relevant divisions of YZTD shall be organized and operated for the charitable, educational, and scientific purposes set out below, in support of the Association's non-profit mission.

YZTD's purpose is to:

• Facilitate the transfer of knowledge related to artificial intelligence (AI) in Türkiye
• Raise awareness and understanding of artificial intelligence among the Turkish public and create awareness in the field of AI
• Increase interaction between local and global artificial intelligence communities
• Ensure that the knowledge and work of the world's leading countries is also shared in Türkiye
• Ensure that every kind of AI work produced in Türkiye within the global AI ecosystem follows sound processes and turns into effective, value-added systems worldwide, meets investors, leads to the branding of the resulting products, and grows and develops under the leadership and mentorship of pioneering firms
• Encourage those active in the field of artificial intelligence to join YZTD
• Cooperate with official or private institutions and organizations active in the field of artificial intelligence
• Provide children and young people with the conditions and support needed to build a career in this field
• Support university gatherings, academic work, and research centers
• Facilitate networking opportunities, mentorship, and consultancy matching

We continue to carry out many different activities, including organizing conferences, gatherings, and periodic competitions, among others.

03Membership conditions and termination of membership

Membership of Yapay Zekâ ve Teknoloji Derneği may be obtained by applying either as a corporate or an individual member. Natural persons with legal capacity who are not barred from association membership, as well as legal entities, have the right to become members. Corporate applications require payment of the initial application fee of 20.000 TL and completion of the online membership petition to YZTD by an authorized company representative.

Admission of a member takes place upon the approval of the Board of Directors by a majority vote thereof.

For individual applications, the initial application fee of 5.000 TL must be paid and the online membership petition to YZTD must be completed.

For applications made as a student, the initial application fee of 2.000 TL must be paid and the online membership petition to YZTD must be completed.

Membership of those who subsequently lose the qualifications required by law and by the bylaws terminates automatically.

Corporate, Individual, and Student members may leave the Association by submitting a letter of resignation. As with a membership application, in the event of a member's resignation the Board of Directors likewise deliberates and formally removes the member from the Association. In the event of withdrawal from membership, the Association's right to claim its receivables is reserved.

A member institution or person may be expelled from membership by a unanimous vote of the Association's Board of Directors where a member acts contrary to the Association's aims and objectives, makes statements or shares that disparage the Association and/or cause it to lose prestige, fails to pay the membership dues (annually 20.000 TL for Corporate members, 5.000 TL for Individual members, 2.000 TL for Student members) for two years, leaks to outsiders the projects and work at the preparation stage discussed at Association meetings, and in similar circumstances.

04Manner and timing of the General Assembly meeting

The General Assembly is the highest decision-making body of the Association and consists of the members registered with the Association.

The General Assembly meets in ordinary session at the time specified in these bylaws, and in extraordinary session within thirty days where the board of directors or the board of audit deems it necessary, or upon the written request of one fifth of the Association's members.

The ordinary General Assembly meets once every 2 years, in April, on the day, place, and time to be determined by the Board of Directors. All corporate and individual members may vote at the General Assembly. For corporate memberships, one person representing the institution has the right to vote at the General Assembly.

The General Assembly is convened by the Board of Directors.

If the Board of Directors does not convene the General Assembly, upon the application of one of the members the magistrate judge appoints three members to convene the General Assembly.

05General Assembly voting and decision procedures

Members attending the General Assembly sign the roll call. At the General Assembly, a chair and two members of the presiding council are elected from among the members by majority vote. The Chair and the members of the presiding council are responsible for ensuring that the General Assembly is conducted in accordance with the rules.

To adopt a decision at the General Assembly, the votes of an absolute majority of the members attending the General Assembly are sufficient.

Each member has one vote at the General Assembly; a member must cast their vote in person. Honorary members may attend General Assembly meetings but may not vote. Where the member is a legal entity, the Chair of the Board of Directors of that legal entity, or a person it appoints to represent it, casts the vote.

06Convocation procedure

The methods to be applied in convening the Association's General Assembly are set out below:

• The Association's Board of Directors draws up the list of full members entitled to attend the General Assembly.
• Members entitled to attend the General Assembly are invited to the meeting at least fifteen days in advance, with the day, time, place, and agenda announced in at least one newspaper or on the Association's website, notified in writing, sent as a message to the electronic mail address or contact number provided by the member, or by means of local broadcast media. This notice also states the day on which the second meeting will be held if a quorum cannot be reached.
• The period between the two meeting dates may not be less than seven days or more than sixty days.
• Where a meeting is postponed for a reason other than failure to reach a quorum, it is announced to the members in accordance with the convocation procedure used for the first meeting, stating the reason for postponement. The postponed meeting must be held within six months at the latest from the date of postponement. A General Assembly meeting may not be postponed more than once.

07Duties and powers of the General Assembly

The following matters are discussed and resolved by the General Assembly:

• Election of the bodies of the Association
• Amendment of the Association's bylaws
• Discussion of the reports of the board of directors and board of audit and the discharge of the Board of Directors
• Discussion of the budget prepared by the Board of Directors and its acceptance as is or with amendments
• Auditing of the other bodies of the Association and, where necessary, their removal from office on just grounds
• Examination and resolution of objections raised against Board of Directors decisions on the rejection of membership or expulsion from membership
• Authorizing the Board of Directors regarding the purchase of immovable property required by the Association or the sale of existing immovable property
• Examination of the regulations to be prepared by the board of directors concerning the Association's activities and their approval as is or with amendments
• Determination of the salary and all kinds of allowances, travel expenses, and compensation to be paid to the non-public-official chairs and members of the Association's boards of directors and audit, as well as the per diem and travel amounts to be paid to members assigned to Association services
• Deciding on the Association's joining or leaving a federation and authorizing the Board of Directors in this regard
• Deciding on the opening of the Association's branches and authorizing the Board of Directors in this regard
• The Association's engaging in international activity, joining or leaving associations and organizations abroad as a member
• The Association's establishing a foundation
• The dissolution of the Association
• Examination and resolution of the Board of Directors' other proposals
• As the highest body of the Association, carrying out the work and exercising the powers not assigned to another body of the Association
• Performing the other duties specified in the legislation to be carried out by the General Assembly

08Election of the Board of Directors and Audit Board

The Board of Directors ("YK") consists of 9 full and 9 substitute members. If a YK member leaves, the YK may appoint one member from among the members to the YK.

The Audit Board ("DK") consists of 3 full and 3 substitute members. If a DK member leaves, the DK may appoint one member from among the members to the DK.

Both the YK and the DK are elected for terms of 2 years by an absolute majority of the votes of the members attending the General Assembly.

At the founding stage, the Board of Directors and the Audit Board are determined by the founding members. At subsequent General Assemblies, the YK and DK are elected by the votes of the members.

09Duties and powers of the Board of Directors

The Board of Directors carries out the following matters:

• Representing the Association or granting authority in this regard to one of its own members or to a third party
• Carrying out transactions relating to income and expenditure accounts and preparing the budget for the next period and submitting it to the General Assembly
• Preparing the regulations concerning the Association's activities and submitting them for the approval of the General Assembly
• With the authority granted by the General Assembly, purchasing immovable property, selling the Association's movable and immovable property, having buildings or facilities constructed, entering into lease agreements, and establishing pledges, mortgages, or rights in rem in favor of the Association
• By decision of the Board of Directors, becoming a member of higher organizations, Federations, and Confederations
• Ensuring the auditing of the Association's branches, if any, and, where necessary, removing branch boards of directors from office on just grounds
• Ensuring that representative offices are opened where deemed necessary
• Implementing the decisions taken at the General Assembly
• At the end of each activity year, preparing the Association's operating account statement or balance sheet and income statement together with the report explaining the work of the Board of Directors, and submitting it to the General Assembly when it convenes
• Ensuring the implementation of the budget
• Deciding on the admission of members to the Association or their expulsion from membership
• Taking and implementing every kind of decision within its authority to achieve the Association's purpose
• Performing the other duties assigned to it by the legislation and exercising its powers

10Audit Board

The Audit Board audits — in accordance with the principles and procedures laid down in the Association's bylaws and at intervals not exceeding one year — whether the Association operates in line with the purpose set out in the bylaws and the areas of work stated to be pursued for the realization of that purpose, and whether the books, accounts, and records are kept in accordance with the legislation and the Association's bylaws, and submits the audit results in the form of a report to the Board of Directors and, when it convenes, to the General Assembly.

It determines its own working procedure. The Chair of the Audit Board or one of its members may, upon invitation, attend meetings of the Board of Directors to express an opinion or make a proposal.

Upon the request of the members of the Audit Board, the Association officials are obliged to present or provide all kinds of information, documents, and records, and to grant requests to enter the administrative premises, establishments, and their annexes.

It performs the other duties and exercises the powers specified in the legislation as being for the Audit Board to carry out.

11Branch offices

At its founding stage the Association has no branch. In the future, representative offices or a branch may be opened by decision of the YK. The unanimous vote of the YK is required to open a branch or representative office. Persons serving in the Association's representative offices or branches should be at the same level of knowledge and competence as YZTD members. These representative offices and/or branches are represented at the General Assembly by the head of that representative office and/or branch. Where the head cannot attend, they may also be represented by a member they appoint. Representative offices may be present at the General Assembly as observers but may not vote.

12Entrance and annual dues

The Association's membership dues are 20.000 TL on first entry for corporate members. For individual members they are 5.000 TL. For students (AI Engineering, Computer Engineering, etc.) the membership dues are 2.000 TL. They are collected regularly every year. The amount of any increase to the Association's entrance fee and membership dues is determined by the YK, provided it does not exceed the previous year's PPI/CPI average.

13Sources of income

YZTD's sources of income are members' entrance dues, annual dues, donations, the consultancy and expert-witness fees it charges, income that may arise from the campaigns and projects it carries out, investor-relations commissions, and the like.

14Borrowing

The Association may, by decision of the Board of Directors, borrow from persons or institutions in line with the estimated budget approved at the General Assembly. Any borrowing beyond the budget may be undertaken by decision of the General Assembly.

15Internal audit

YZTD's accounts may be managed by the YK chair, the General Secretary, and the Treasurer with the authorization of the YK. These expenditures are reviewed every 6 months by the Audit Board and recorded in the Association's decision book.

16Amendment of the bylaws

The Association's Main Bylaws may be amended by decision of the General Assembly. For a bylaws amendment to be made at the first meeting, the attendance and approval of 2/3 of the members is required. This majority is not sought at the second meeting, but those attending may not be fewer than twice the Board of Directors and Audit Board. However, General Assembly decisions on approving the amendment of the bylaws are taken by a 2/3 majority of those attending the meeting.

17Books and records

The Association keeps the mandatory books it is required to keep in accordance with the legislation. In addition, other books whose keeping is desired may be kept by decision of the Board of Directors.

18Dissolution and liquidation

The Association's General Assembly may at any time decide on the dissolution of the Association. For the General Assembly to decide on the dissolution of the Association, at least two thirds of the members and delegates entitled under the bylaws to attend the General Assembly must be present at the meeting. If this majority cannot be reached at the first meeting, the members and delegates are called to a second meeting. However, the decision on dissolution must in any case be taken by a two-thirds majority of the members and delegates present at the meeting.

In the event of dissolution, all property, money, and rights of the Association are determined by decision of the General Assembly. If the General Assembly cannot decide where all of the Association's assets are to be left, they are transferred, as of the date of dissolution, to another association closest to the Association's purpose and with the largest membership.

After the completion of the liquidation and transfer procedures of these associations' money, property, and rights, the situation is reported by the liquidation board within seven days by a letter to the civil administrative authority of the place where the association's headquarters is located, and the liquidation minutes are attached to this letter.

19Matters not provided for

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