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Statute

Turkish Cogeneration Association (Cogen TURK)

Name of Association:

Article 1:

The name of the association is TURKISH COGENERATION ASSOCIATION (Türkiye Kojenerasyon Derneği), and the short name is Cogen TURK.

Location of the Association

Article 2:

The Association is within the borders of Istanbul Municipality, it does not have a branch.

 

Purpose of the Association:

Article 3:

The Purpose of the Association which is active in the world’s highest efficiency in power production in “Combined Heat and Power” field, in short Cogeneration Technologies is to;

 

 

Working Subjects and Methods:

Article 4:

To reach the goal stated above, the Association works on the following areas and methods:

 

4.1. Organizing scientific and technical meetings, conferences, seminars, exhibits and similar events. If required, the Association attends conferences and meetings in country and abroad. (The Association cannot attend or support any political assembly).

 

4.2. Taking actions to make connection between members. The Association supports individual announcements, publishing newsletters and books according to need for the introduction of COGENERATION TECHONOLOGY applications, promotes its distributions and utilize electronic platforms such as web sites and social media.

 

4.3. Benefiting from experts both inside and outside of the Association to maximize advantages and efficiency of Cogeneration and Clean Energy Technologies.

 

 

4.4. While continuing the communication with Official Authorities, the Association makes suggestions for new laws, decrees, regulations, statutes, specifications and standards related to COGENERATION TECHNOLOGIES. In addition, the Association can make studies or orders studies to correct and prevent disputes that harm COGENERATION TECHNOLOGIES sector or delays applications. The Association transmits these studies to Official Authorities, clarifies and defends in order to put effort for the corrections.

 

4.5. Organizing activities that will enhance ethics, knowledge and experience of the members and member corporations.

 

4.6. Upon demand, and based on permissions from official authorities, the Association can subscribe to media, become a member to foreign organizations as well as assign representatives to follow the scientific developments, new technologies and introduce local (Turkish) applications.

 

4.7. The Association can receive and grant donations, under the frame of donation collection regulation and legislations, to continue its above activities defined in the targets.

 

4.8. While the Association cannot establish any branch, it can establish representative office in demanded locations. The representative offices are not represented in the general assemblies. The address(es) of the representative Office(s) shall be informed in written to the local administrative authority by a representative who was appointed by the board of Directors.

 

4.9. Associations, with the decision of legal authorities, can form a platform with other foundations, unions or similar civil associations for a joint purpose that are not prohibited by law and are in relation with the Association’s purpose.

This platform cannot be established and be activated if its purposes and or activities are prohibited for associations by law.

 

4.10. The association may receive loans to realize its purposes, only if the General Assembly approves.

 

4.11. The Association can develop revenue enhancing projects; establish commercial entity that does not aim profit but to achieve the Association's goals.

 

4.12. The Association could open legal cases on behalf of it own name against third parties in case of unlawful purpose or actions against its members and/or to protect or to prevent any harm on its members rights and benefits that are in the Association’s purpose and activities.

 

4.13. The Association can join a federation or be founding member of a newly founding federation that are working for the same purposes.

 

Membership:

Article 5:

Membership General Terms and Membership Types

 

Membership General Terms:

Real persons and legal persons who accepts to work for the Associations purpose and principles and carries regulatory conditions, Companies active in consultancy, feasibility, design works for the Cogeneration systems that are matching with the Cogeneration Technologies activities as defined by the Board of Directors, Who are working for companies that are constructing cogeneration systems or producing equipment and materials, Cogeneration facility owner operators and employees, university faculty members, bureaucrats, who are active in media and publications for the introduction and expansion of Cogeneration Technologies, and all related legal people can be members to the Association in condition of following the membership terms and conditions.

 

In case of membership of a legal entity, the company's Chairman of the Board of directors or the person appointed by the company for representation can vote. in case this person chairmanship or representation duty ended, the Legal entities are obliged to nominate a new representative and inform the Association.

 

Membership Types

5.1. Full Membership:

Full members of the Association have right to elect and be elected.

 

5.1.1. Corporate Full Membership (Legal Entity):

Legal entities who have fulfilled all the responsibilities and obligations of the Association membership, through their representation by their chairman or a nominated representative have the right to elect and be elected.

Each Legal Entities under Corporate Full Membership status are required to inform a reserve member’s name.

 

5.1.2. Individual Full Membership (Real Persons):

Real entities, who have fulfilled all the responsibilities and obligations of the Association membership; they have the right to elect and be elected.

 

 

 

 

5.2. Academic and Honorary Membership:

Selected by the acceptance of the Board of Directors, officials and workers in universities or higher educations, incumbents in Academic places who have served and put effort to the purpose and service areas of the Association.

 

Academic and Honorary Members would be invited to the General Assembly; They have the right to speak, yet do not have the right to elect or get elected, if wishes they could pay the fee.

 

5.2. Honorary Presidency:

Honorary President is a former President who is selected by the Acceptance of the Board of Directors.  The Honorary President has both individual and full members but not responsible with the payment of membership fees.

 

5.4. Founder Member:

Those members who were founder during the establishment of the association, may wish to continue their membership as Founder Member, regardless of their current statues of employment or field of work areas.

 

5.5. Advisory Board Member:

Selected from the existing members by the Board of Directors based on the the total time of membership plus biologic age  for the (advisory) board.

 

Eligibility:

Article 6:

Upon recommendation of two full members and the application of candidate, the Board of Directors shall evaluate the application in accordance with the "membership conditions" of this Statute, and finalize conclusions within 30 days. When the conclusions are informed in written to the candidate, it is accepted as the official membership start on the notice date.

 

Resignation from Membership:

Article 7:

Any member who submits a written resignation to General Assembly is considered resignated from the Association. Unpaid fees until the date of resignation shall be collected.

 

Expulsion of a member:

Article 8:

Below listed conditions will cause membership expulsion process by Board of Director’s decision:

8.1. Acts in contradiction with Association’s purposes and activities.

 

8.2. Failure to comply with the Statute and regulations of the Association or the decisions of the General Assembly and the Board of Directors.

 

8.3. Failure to comply with the financial obligations of the Association in consecutive 3 years.

 

8.4. Losing membership eligibility conditions in accordance with the Associations Law No. 5253.

 

8.5. Staying away from activities of the Association and meetings, not to perform or not being able to perform the assigned duties,

avoiding to take tasks, showing no interest for the existence and purposes of the Association, behaviors, actions and motions against the purpose, policies and works of the association.

 

Bodies of the Association:

Article 9:

The Bodies of the Association are as follows;

9.1. General Assembly

9.2. Board of Directors

9.3. Board of Auditors

 

General Assembly:

Article 10:

General Assembly is the highest body of the Association. Assembly is formed by the full members who paid their fees to the Association.

General Assembly gather on November biennialy, by the Board of Directors' call.

 

Extraordinary General Assembly convenes within a month after the call from the Board of Directors, when deemed necessary by the board or upon the Board of Auiditors’ request.

 

When placing a call is failed, the General Assembly is forced to convene by a committee call who is formed with 3 persons selected among the Association members by the Local Magistrate Court.  The written pettition to convene signed by one-fifth of the total number of Association members causes the extraordinary meeting to convene.

 

Procedure for invitation and place of meeting and General Assembly Meeting Policies:

Article 11:

Methods to call (invite) for the General Assembly are defined as below:

 

The postponed meeting is mandatory to be held within six months of postponement. General Assembly meetings cannot be postponed more than once.

 

Principles to be applied on General Assembly are indicated below:

 

 

Quorum for meetings and Procedures to Conduct:

Article 12:

The General Assembly convenes with at least one more than half of the Board members who have the right to attend. In case the majority cannot be gathered in the first meeting, there will be no need to majority in the second meeting to be held.

 

However, the number of participants in the second meeting cannot be less than twice of the total number of members of the directors’ and supervisory boards combined.

 

The General Assembly's voting and decision-making Procedures:

Article 13:

Each full member has one voting right and only himself/herself can actually vote in General Assembly. General Assembly decisions (except for the selection of the Association's organs) are reached by open ballot. Quorum for meeting is one more than half of participating full members.

Dissolution and liquidation of the Association and changes in Statute require 2/3 majority. Secret ballot - open counting method is used to set up the bodies of the Association.

 

Duties and Authorisations of the General Assembly:

Article 14:

Duties of the General Assembly are indicated below:

14.1. Election of the Association's bodies.

14.2. Change in Statute when necessary.

14.3. Discussion of the reports of Board of Directors and Board of Supervision. Absolution of Board of Directors.

14.4. Acceptance of the budget prepared by the Board of Directors, as it is or with changes if required.

14.5. Authorizing Board of Directors on purchase or sale of premises required for the Association.

14.6. Dissolution of the Association.

14.7. Making decision on the proposed large size projects by evaluating purposes, compliance with Statute, applicable regulations and practicality.

14.8. Making decisions on the additional agenda items proposed in compliance with the applicable rules and also proposed by at least 1/10 of the full members.

14.9. Fulfilling duties that are on the Association's Statute and legislation, predicted to be accomplished by the General Assembly.

14.10. Deciding for the Association to become indebted or not

 

Board of Directors:

Article15:

11 board of directors and 7 substitutes are selected among the participants of the General Assembly by secret ballot.

 

The first assembly of the Board of Directors is hold internally and selects one President, two Vice Presidents (one technical, one administrative), an Accountant and a Secretary and other relevant officials. The division of tasks is done accordingly.

Board of Directors determine the continuation of the Member in case absence reaches 3 times without an excuse. In this case, it is mandatory to make a replacement with one of the substitute members.

In case it is needed, The Board of Directors, can employ a professional Secretary or Coordinator and a financial advisor.

 

GENERAL SECRETARY / COORDINATOR

General Secretary that will be Responsible for the General Assembly for;

 

General Secretary or Coordinator can join Board meetings without voting power.

 

 

Duties and Authorizations of the Board of Directors:

Article 16:

The Board of Directors is the Executive branch of the Association and all activities are conducted by this Board. The duties and powers of this board are given below.

 

16.1. Taking and applying decisions in the scope of the Association's purposes and work issues. To implement the decisions taken by the General Assembly.

 

16.2. Identifying qualification of permanent membership within the Statute of the Association and concluding membership applications of candidates

 

16.3. Representing the Association or authorizing one or more of its members in this matter

 

16.4. Carrying out procedures regarding Associations income and expenditures, preparation of activity report and budget and presenting to General Assembly. Transferring funds among sub budget items if necessary.

16.5. Deciding on the necessary personnel, promotions, wages, and similar employment items.

 

16.6. Preparing the agenda of the meeting and summoning the General Assembly to ordinary or extraordinary meeting.

 

16.7. Fulfilling other tasks assigned to it by the Statute of Association and the legislations.

 

16.8. Deciding on membership fees in the extent of the authority given by the Statute of the Association.

 

Presidency of the Association Board of Directors meetings:

Article 17:

Chairman of the Board of Directors is also the President of the Association. When the Chairman is not present, eldest of the Vice-Chairman holds full responsibility of the Chairman.

 

Meetings are held on dates and frequencies as decided by the Board of Directors. The call for the meeting is done by the Chairman, if not available, the call is done by the vice-chairmen. Decisions are taken according to the majority of the participants. In case the number of votes-are equal, the part (verdict/decision) supported by the Chairman counted as the majority.

 

Board of Auditors:

Article 18:

The Auditors Board is the authorized auditing body of the Association. This board consists by 3 members and their 3 substitutes who are among the General Assembly, and elected during the General Assembly, by secret ballot.

 

The Board selects a president and a rapporteur at the first meeting. Board’s decisions are taken by absolute majority.

 

The duties and powers of this Board are outlined below:

 

Presenting a two-year report about the results of this examination on the books and documents related with the budget and accounting of the Association to the Board of Directors and to the General Assembly during its meeting.

 

Presenting conclusion and suggestions to the General Assembly about the balance sheet and cash flow table prepared by the Board of Directors.

 

Auditing and reporting the Association’s activities if they are executed in accordance with the principles of the Statute.

 

The Association's Income Resources – Determination of Admission and Annual Fees :

Article 19:

Sources of the Association’s income are listed below:

 

19.1. Admission Fee: The fee to be taken only once during the application for membership.

 

19.2. Annual Fee: The fees collected from members on an annual basis.

19.3. Donations and grants made to the Association.

 

19.4. Revenues obtained from social activities, raffles, concerts, conferences, etc. that are organized by the Association.

 

19.5. Income that can be obtained from the Association's assets.

 

19.6. Other contributions made to association that are not be contrary to the relevant legislation.

 

19.7. Project incomes

 

19.8. Consulting services revenues

 

Determination of Admission and Annual Fees for each year for the real persons and legal entities are decided by the board of directors and announced to the members. Board of Directors also tracks the collection and accounting of the fees.

 

Loan Borrow Procedures of the Association

Article 20:

The Association may owe to the person or entity, based on the acceptance of the General Assembly authorization of the Board of Directors.

 

Procedures on Income and Expenditures:

Article 21:

A receipt is issued when collecting income and the expenses are made against expenditure vouchers. If the income is received by bank wire transfer, the bank statement substitutes receipt of income.

The Retention period of receipts and vouchers is five years.

Receipts that shall be used for the Association’s revenue collection are printed in accordance with Board of Directors’ decision.

Those who are authorized to collect the Association’s income shall be identified by Board of Directors’ decision and a power of attorney is issued for these persons.

 

Internal Audit of the Association:

Article 22:

Internal audit in the Association is essential. While the audit can be made by the General Assembly, Board of Directors or Audit Board, it can also be realized by independent audit institutions. When the audit is made by General Assembly, by Board of Directors or by an independent institution, it does not release Audit Board from the responsibilities.

 

Audit board audits and verifies no longer than one-year periods if the association actions are in accordance with the purpose and the realization of the purpose shown as indicated in the Statute of the Association, and present the audit conclusions in a report to the Board of Directors and General Assembly.

Upon the request of members of Audit Board, all kinds of information, documents and records has to be shared with or given, all accesses shall be granted to management places, establishments and substations by the authorized Association persons.

 

Books and Records:

Article 23:

All the books as indicated by the Associations Law Article 5253 and the Statue of the Association have to be kept in accordance with subject Law and Legislations.

It is mandatory that these books are notarized or certified by the Provincial Associations Unit and used accordingly.

 

Termination of Legal Entity: (Dissolution and Liquidation)

Article 24:

General Assembly can anytime take a decision for the dissolution of the Association.

2/3rd majority is required to bring the dissolution discussions in the General Assembly.

 

In case of postponement due to the lack of majority, the majority requirement no longer required in the second meeting.

 

Yet the number of the attendees to this meeting cannot be less than twice the number of board of directors and supervisory boards’ number.

 

Termination decision is taken with the two-thirds majority of quorum.

The liquidation of the Association's money, assets and rights according to the principles specified as followed.

 

The liquidation of the Association's money, assets and rights according to the principles specified as followed.

 

24.1. Liquidating in accordance with principles indicated by the Statue of the Association:

 

Transmission of cash, assets and rights will be realized by a liquidation committee formed by the last Board of Directors. This action has to be taken starting from the date of the decision of liquidation taken by General Assembly.

 

The liquidation Committee, at first, examines the accounts of the Association. During the examination, all the books, receipts, expenditure documents, bank records and deed will be detected as well as exitance and liabilities are recorded on the official report.

 

During the liquidation, a call for creditors shall be made, if there are any, and assets uncashed, if exits, and paid to creditors.

 

In case the Association has accounts receivables, those who are indebted will be collected. After the collection of the receivables, and paying the debts, the remaining balance can be transferred to an organization decided during the last General Assembly meeting.

 

In the following seven days of the completion of liquidation and transfer, the condition has to be informed to the administrative authority by the liquidation board. The report of liquidation has to be attached to this notice.

 

All of the process of liquidation has to be shown on the liquidation report and the liquidation process has to be completed within three months- unless any additional time granted by local administrations based on reasonable causes.

 

Books and the documents on the last members of Board of Directors has to be kept under the name of liquidation board. This duty can be given to one of the Board of Director. Preservation period of these books and documents is five years.

 

Conducting the liquidation by court order:

Article 25:

 

In Statute conditions where the dissolution is to be decided by the General Assembly, if a decision has not been taken by the General Assembly or the General Assembly could not be assembled or no liquidation has been done despite of the written notice, or Association is dissolved by the court decision, all the cash, assets and the rights have to be transferred to the nearest and the most populated association that shares the most similar purposes according to the court.

In this case, the liquidation of the cash, assets and rights has to be done according to the decisions taken by the court and following this action, the relevant civil administration headquarters has to be notified.

 

Changing the Statute:

Article 26:

Statute change can only be made by General Assembly decision.

 

To make Statute change, there must be at least 2/3rds majority decision of the members who have the right to attend and elect on General Assembly.

 

In case of postponement caused by not having the necessary majority, there will not be any necessity of majority in the second assembly.

 

However, the number of members in the second meeting cannot be less than twice of the total number of Board of Directors and the audit board members.

 

For Statute change the necessary decision majority is 2/3rds of the votes from members who joins to the meeting and has the right to elect.

 

Statute change voting is open ballot during the General Assembly.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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