A. GENERAL PROVISIONS
Name and Center of the Association:
Article 1 – The name of the association is “CINEMA AND PHILOSOPHY ASSOCIATION”.
Article 2 – The headquarters of the association is in ANKARA. When necessary, the address can be changed by a decision passed by the Board of Directors.
Purpose and Activities of the Association:
Article 3 – Purpose of the Association:; to gain prestige among the cinema arts and artists; to ensure the development and spread of cinema in terms of art, education, and science; to strive for the development of individual and social knowledge and qualifications through cinema; to create rapprochement and solidarity among those working in the field of cinema; to protect our culture and art; to try to promote our country abroad; to collect and preserve old and new cinema works, publications and tools that are disappearing, and to ensure that they are evaluated socially and scientifically.
The Association carries out the following studies to achieve this purpose:
a) For learning, application, and evaluation of products,; organizes meetings, conferences, seminars, courses, shows, exhibitions, competitions, festivals, academic studies, and trips.
b) It buys or collects antiques, publications, and tools by donation. It strives to establish a cinema museum. It carries out studies such as research, publication, exhibition, and archiving for the evaluation of these materials in a way that sheds light on our social, cultural, and scientific history. It cooperates with people and institutions that carry out such studies.
c) It establishes relations with educational institutions, galleries, museums, art centers, and other public and private institutions. It carries out joint work towards the goals of the association, and requests for their support or supports their work.
d) d) It works to document and promote the natural, historical, and cultural richness of our country.
e) Organizes and takes part in activities that will promote our cinema works, culture, and art in general, and our country in other countries.
f) It strives to improve our knowledge and experience by cooperating with other countries.
g) It becomes a member of international organizations and carries out joint activities, provided that the legal requirements are fulfilled, and approval is obtained, for the association to carry out more effective studies towards its objectives, and for our country to take its place in international studies.
h) Prepares publications for the realization of the objectives of the association and to accelerate the communication of news and information; and cooperates with individuals and organizations for this purpose.
i) It strives to create a cinema library and archive open to anyone interested.
j) Evaluates the works of individuals and institutions that have contributed to the art of cinema with their valuable works and achievements, give awards for this purpose if necessary, and make publications.
k) Organizes social activities such as trips, picnics, meals, and tea.
l) Become the founder, and/or participates in the federations related to cinema to be established at the national level, thus contributing to the art of cinema by taking part in wider organizations throughout the country.
m) It decides to establish economic enterprises, partnerships, and companies suitable for the realization of the objectives.
n) If deemed necessary for the realization of the purpose, without prejudice to the Law No. 5072 on the Relationship of Associations and Foundations with Public Institutions and Organizations, to carry out joint projects with Public Institutions and Organizations in their field of duty.
Membership and Exit:
Article 4
a) Those who have completed the age of 18 and have the capacity to use civil rights and have accepted the provisions of the statute and applied in writing; Anyone who is interested in the art of cinema, knows, and applies its technique, and writes scientific, technical, and theoretical articles about the art of cinema can become a member of the association. Persons who apply for membership in the association are accepted with a unanimous decision from the Board of Directors. Membership applications are finalized within thirty days at the latest and notified to the applicant in writing. The member whose application is accepted is recorded in the book to be kept for this purpose.
b) Legal entities can apply for membership in the association, and membership rights can be exercised for once through a representative.
Article 5 – Those who want to quit their membership in the association apply to the board of directors in writing. If they have debts, they will pay. Thus, their relationship is severed.
Article 6
a) Those who do not pay the membership fee for six months may be warned if necessary or removed from membership with the decision of the Board of Directors. When they apply for membership again, they can be re-admitted to membership, provided that they pay the membership entrance fee and the debts at the time of their dismissal from the membership, and with the decision of the Board of Directors.
b) The status of those who do not comply with the decisions of the General Assembly and the Board of Directors, those who make it difficult to achieve the objectives of the Association and the execution of the works, and those who cause material and moral damage to the Association are examined by the Board of Directors. Defenses are taken if necessary. A warning may be given according to the result reached, or they may be removed from membership with the decision of the Board of Directors. Re-application for membership will not be accepted.
Article 7 – Those who have left and been removed from the association cannot claim rights over the activities and existence of the association.
B. ORGANS OF THE ASSOCIATION:
General Assembly:
Article 8 – The General Assembly, which consists of the original members, normally convenes once every three years in JANUARY. It convenes extraordinarily when the Board of Directors or the Supervisory Board deems it necessary, or upon the request of one-fifth of the original members of the Association.
Meeting Format:
Article 9
a) Members to attend the General Assembly are invited to the meeting at least fifteen days in advance, by announcing the day, time, place, and agenda in a newspaper or by notifying them in writing or by e-mail. If a majority cannot be achieved in this call, the day of the second meeting is also specified.
b) If the meeting is postponed for any other reason, the General Assembly meeting is held within at least one week and at most two months from the date of adjournment. The meeting cannot be postponed more than once.
c) The Meeting quorum is one member more than half of the number of members. If a quorum is not achieved in the first meeting, a majority is not sought in the second meeting. However, the number of members attending the meeting cannot be less than twice the total number of members of the Board of Directors and supervisory board.
d) Each member can vote only for himself in the General Assembly and each member has one vote.
e) Members who are going to attend the General Assembly enter the meeting place by signing against their names on the lists drawn up by the Board of Directors. It is determined by the protocol that the majority has developed. The meeting is opened by the Chairman of the Board of Directors or the Member of the Board of Directors to be appointed. A Chairman, Vice-President, and two Secretaries are elected by the General Assembly to manage the meeting. The management of the meeting is the duty of the Chairman of the General Assembly. The clerks draw up the minutes of the meeting and sign them together with the President. Minutes and documents are submitted to the Board of Directors.
f) Only the issues on the agenda are discussed in the General Assembly. However, it is obligatory to include on the agenda the issues that at least one-tenth of the members present at the meeting.
Article 10 – Election of the organs of the association, amendment of the charter, discussion of the reports of the Board of Directors and Auditors, clearing of the Board of Directors’ Approval of the budget prepared by the Board of Directors in its original form or by amending it, authorizing the Board of Directors for the establishment or liquidation of economic enterprises, the General Assembly gives powers for the purchase or sale of immovable properties, association’s joining or leaving the federation, the association’s carrying out international activities and becoming a member or leaving international organizations, the termination of the association, the re-admission of those who have been removed from the membership, or the fulfillment of other duties specified in the statutes and laws.
Article 11 – General Assembly resolutions are taken by a majority of at least one member more than the half. However, a two-thirds majority of the participants is sought in matters of by-law change, joining, or leaving the association, and dissolution of the Association. The election of the authorized boards of the association is made by secret ballot and open counting.
Article 12 – Candidates to be elected to the authorized boards of the association can be nominated by those who are not present at the General Assembly. Votes of non-candidates are invalid. Re-voting takes place among those who receive equal votes. If the tie is not broken, lots are drawn.
Board of Directors:
Article 13 – The Board of Directors consists of 5 principal and 5 alternate members elected by the General Assembly.
At its first meeting, the Board of Directors elects a Chairman, a Vice-President, a secretary, and a Treasurer, and divides its duties. The term of office is normally three years. If necessary, elections can be renewed in the Extraordinary General Assembly.
Article 14 – The Board of Directors convenes at least once a month, with at least four members and the Chairman or Vice-Chairman present. Decisions are taken by a majority vote. Alternate members may attend the meeting but do not have voting rights. Those who do not attend the meetings of the Board of Directors three times in a row without a valid excuse are deemed to have left the Board of Directors and are replaced by the first substitute member.
Article 15 – The representation of the Association is made by the President and the member or members to be assigned by the Board of Directors. The Board of Directors takes and executes decisions in line with the objectives of the association. It implements the decisions of the General Assembly, prepares the working report and the budget, and presents it to the General Assembly. The Board of Directors of the Association acts as the general assembly of the economic enterprise to be established, determines the management of the economic enterprise, and submits the economic enterprise study report and budget, together with the Association’s study report and budget, to the General Assembly of the Association.
Auditory Board:
Article 16 – The Auditory Board consists of 3 principal and 3 substitute members elected by the General Assembly. The Auditory Board elects a chairman from among itself. It examines the income and expenses of the association with an interval of at most six months and when deemed necessary. It presents its conclusions in writing to the Board of Directors and the General Assembly. The term of office is normally one year.
Article 17 – The member who does not attend the meeting without a valid excuse upon the call of the Chairman of the Auditory Board is deemed to have left the board and the first substitute member is taken instead.
Other Organs:
Article 18
a) Advisory Board: Persons who are accepted to have reached a certain level with their work in cinema and other branches of art; The Board of Directors unanimously reconstitutes the Advisory Board every year. New members can be recruited to this board, no restrictions can be placed on the number of members. The Advisory Board acts as a consultant in line with its knowledge and experience in all matters related to the functioning of the Association.
b) Honorary Member: Persons who are respected in the world of cinema, who ensure the development and spread of cinema, who tell about culture, nature, and people through cinema, can be elected as “Honorary Members”.
Qualifications of Honorary Members: Persons who will be granted honorary membership are required to have a minimum of fifteen years of cinematic background and to work in a cinema-related field, screenings, papers, books, or articles. Association membership or citizenship status is not considered in the determination of individuals.
Determination of Honorary Member: The proposal of the persons who will be proposed to the Honorary Membership for the first time to the General Assembly is made with the written proposal of at least five people present at the General Assembly among the members of the Cinema and Philosophy Association. In the following years, five members of the Association submit the documents regarding the person or persons to be presented to the honorary membership to the Board of Directors with a recommendation letter at least one month before the date of the General Assembly. The Working Board to be appointed by the Board of Directors conducts its examination and submits the report bearing the signatures of at least three people to the Board of Directors. Honorary membership of persons who have not passed this stage cannot be proposed to the General Assembly. The biography of the persons proposed for honorary membership is read in the General Assembly, submitted to the vote separately, and accepted by at least two-thirds of the General Assembly.
Rights of Honorary Members: Persons elected as honorary members can attend the meetings of the association and express their opinions. They cannot vote and do not pay dues. If the person elected as an honorary member makes a written request on the day of the General Assembly, he can have normal membership rights without changing the member number. Honorary members may voluntarily become a member of the association, pay dues, and have the rights of other members.
Dismissal of Honorary Member: A honorary member may resign from honor membership with his/her own consent. This situation is reported to the Board of Directors with a petition. The Board of Directors presents this situation to the General Assembly as information. In other cases, the status of the person who will be removed from honorary membership is discussed in the General Assembly and accepted with at least two-thirds of the vote.
Notification of those elected to the organs of the Administration:
Article 19 – Names, surnames, fathers’ names, places and dates of birth, occupations, and residences of the principal and substitute members elected by the Chairman of the Board of Directors within thirty days following the election held by the General Assembly shall be submitted to the highest civil authority of the place where the headquarters of the aAssociation is located with a notification in writing. This notification is attached to the invitation to which the call for the General Assembly is announced, the reports of the Board of Directors and the Supervisory Board, the list of signatures of those attending the General Assembly, and the minutes of the General Assembly.
Inner Audit:
Article 20 – Internal audit is essential in associations. Internal audits can be carried out by the General Assembly, the Board of Directors, or the Board of auditors, as well as by independent audit firms. Auditing carried out by the General Assembly, the Board of Directors, or independent audit firms does not remove the obligation of the Auditory Board. Auditory Board: It audits the association in accordance with the principles and procedures determined in the statute of the association and at intervals not exceeding one year, whether the association operates in line with the purpose and the work to be carried out for the realization of the purpose stated in its statute, and whether the books, accounts, and records are kept in accordance with the legislation and the association statute, reports to the Board of Directors and the General Assembly when convened. Upon the request of the members of the Auditory Board, it is obligatory to show or give all kinds of information, documents, and records to the authorities of the association, and to fulfill the request to enter the places of administration, establishments, and annexes.
C. FINANCIAL PROVISIONS:
Article 21 – The incomes of the association are as follows:
a) The General Assembly decides on the monthly fees paid by the members.
b) The entrance fee to be collected from those who will be accepted to the membership of the association is equal to the membership fee of the association.
c) Income from the activities of the association and publications.
d) Donations and aids.
e) Foreign aid and donations are received through bank, with prior permission of the Civil Administrative Supervisor.
f) Economic Enterprise Revenues: To realize the aims and service subjects of the Association; The association may establish economic enterprises for practice, education, and income generation.
The Association’s economic enterprises contract, which will be approved by the Association’s Board of Directors, includes relevant provisions such as the purpose and service subjects of the association, the working subjects of the enterprise, the management style and representation of the enterprise, the responsibility and principles of the enterprise management, monetary transactions, tax liability subject, and the inspection of the enterprise. Economic enterprises of the association are registered in accordance with the provisions of the trade registry regulation and enter into force starting from the date of registration.
g) Revenues of accounts are opened in the bank
Article 22 – The revenues of the association are collected with the receipt and expenses are made with the expenditure document. If the income of the association is collected through banks, documents such as bank receipts or statements of account shall replace the receipt. Retention documents and expenditure documents are kept for five years. The receipt documents to be used in collecting the income of the association are printed with the decision of the Board of Directors. Issues regarding the form, printing, approval, and use of the receipt documents and the authorization document to be used in collecting the income of the association are organized in accordance with the regulation. The persons who will collect the income of the association are determined by the decision of the Board of Directors and a certificate of authorization is issued on their behalf. The procedures and principles regarding the books and records to be kept by the associations are regulated by the directorate. These books must be approved by the association’s unit or notary public.
Article 23 – Receipts are delivered to the Treasurer member after the necessary procedures are done. Receipt documents are recorded in the registry. The original and title pages of the receipt documents are stamped with the name of the institution, the center, and the code number. The receipt documents used are kept by the treasurers for five years. Handovers are made between the new and old treasurers.
Expenses of the Association:
Article 24 – The expenses must be in accordance with the purpose of the association and must be documented with an invoice, receipt, slip, or report.
Article 25 – The President can authorize expenses for up to ten times the monthly membership fees. However, these expenses must be explained to the Board of Directors at the first meeting. Expenses above this amount are made by the decision of the Board of Directors.
Article 26 – An account is opened in a bank in the name of the Association. One or more of the members of the Board of Directors are authorized to withdraw money separately from this account. Association money up to twenty times the monthly membership fees can be withdrawn by the Treasurer for daily expenses.
Borrowing Procedures of the Association:
Article 27 – In order to realize the purpose of the association and to carry out its activities, the Board of Directors may borrow by obtaining authorization from the General Assembly. This borrowing can be for the purchase of goods and services on credit, or it can be done in cash. However, this borrowing cannot be made in an amount that cannot be covered by the income sources of the Association and cannot be made in a way that will make the Association insolvent.
D. OTHER PROVISIONS:
Books to be kept:
Article 28 – The association keeps the books specified by the law and regulation. These books must be certified by the Notary Public or the Directorate of Associations.
Article 29 – The power to amend the by-laws rests with the General Assembly. The General Assembly may discuss the by-law change if it is included in the agenda or if it is included in the agenda at the request of at least one-tenth of the attendees. The quorum for a rule change is a two-thirds majority of those present.
Dissolution of the Association:
Article 30 – The dissolution authority of the Association rests with the General Assembly. In order for a decision to dissolve, at least two-thirds of those entitled to attend the General Assembly must be present. If a majority cannot be achieved in this way, the number of members attending the second meeting held by re-calling cannot be less than twice the total number of members of the Board of Directors and Auditors. A two-thirds majority of those present is sought in order for the dissolution decision to be taken.
Article 31 – In the event of annulment or dissolution, the money and, properties of the association are transferred to an institution to be determined by the General Assembly or to an association operating for the same purpose.
Branch of the Association:
Article 32 – The association has no branches.
Situations Not Specified in the By-laws:
Article 33 – In cases where there is no clear provision in this charter, the provisions of the law of associations and the section on societies, the second chapter of the first book of the Turkish Civil Code, are applied.