3 July 2009, Friday
LAW ON THE FOUNDATION AND DUTIES OF THE TURKISH EXPORTERS ASSEMBLY AND THE EXPORTERS' ASSOCIATIONS
Law No. 5910 Enactment Date: 18/6/2009
(Amended by the Law No. 6552 published in the issue no. 29116 (bis) of the Official Gazette dated 11.09.2014)
Objective, Scope and Definitions
Objective and Scope
ARTICLE 1 – (1) The objective of this Law is to regulate the procedures and principles related with the foundation, operation, duties, bodies, expenses and auditing of the exporters' associations and the Turkish Exporters Assembly and the rights and obligations of its members in order to contribute to the economy by increasing export through organizing the exporters and improving cooperation.
Definitions and Abbreviations
ARTICLE 2 – (1) For the purposes of this Law;
a) Ministry: shall mean the ministry of which the Undersecretariat of Foreign Trade is affiliated to;
b) Association: shall mean the special budgeted exporters' associations with legal entity founded by organizing exporters in order increase export and develop foreign trade in conformity with the interests of the state;
c) Undersecretary: shall mean the Undersecretary of Foreign Trade;
ç) Undersecretariat: shall mean the Undersecretariat of Foreign Trade;
d) TIM: shall mean the special budgeted Turkish Exporters Assembly with legal entity, which is a supreme organization of the exporters' associations established in order to ensure coordination among the associations, carry out solution-oriented studies for the problems of the exporters, to conduct studies in order to assist in the development of foreign trade in the interest of the state and to represent the exporters at the top level.
Foundation, bodies, duties and termination
ARTICLE 3 – (1) An association can be established upon the proposal of TİM, assent of the Undersecretariat and by the approval of the Ministry, and acquires legal entity status on the publication date of the related communiqué in the Official Gazette.
(2) The bodies of the associations are as follows:
a) General Assembly.
b) Board of Directors.
c) Supervisory Board.
ç) General Secretariat.
(3) The duties of the associations are as follows:
a) Conduct studies on issues related with foreign trade and overseas services; in this context, to carry out protective and constructive studies before the state institutions and organizations, non-governmental organizations and national and international organizations in order to safeguard the interests of its members pursuant to national interests. (Amended: issue no. 29116 (bis) of the Official Gazette dated 11.09.2014)
b) Ensure professional ethics and solidarity among the exporters.
c) Provide assistance to the existing educational institutions, pioneer and contribute to the establishment of new ones related to its sector provided that the opinion of TIM and the approval of the Undersecretariat are obtained.
ç) Provided that the opinion of TIM and the approval of the Undersecretariat are obtained; to establish foundations in order to achieve its goals and duties or participate in already established ones; within the bounds of its budget, to buy goods and services, have such done, sell, hire, establish and release lien and mortgage if required, to establish companies, societies, institutions and enterprises related with its field of activity in order to render common services, to participate in already established ones when required, to support its members in laboratory, test, inspection and certification issues, to organize fairs, exhibitions and advertising activities, to participate in fairs and exhibitions to be organized and engage in promotional activities.
d) Issuing and/or certifying TIR carnets, ATA, A.TR and EUR.1 certificates for circulation of goods, certificates of origin and EAN-UCC barcode transactions, declarations, certificates and similar documents for the international trading of goods and services. (Addendum: issue no. 29116 (bis) of the Official Gazette dated 11.09.2014)
e) Perform other foreign trade related duties to be assigned by TİM.
(4) An association can be terminated in cases where the related objective is no longer valid or the performance criteria specified in the regulations cannot be satisfied.
ARTICLE 4 – (1) Exporters are obliged to be a member of the related association and affect the payments specified in the law. An exporter being a member of one of the associations may export the items falling within the scope of other associations without requiring membership condition in this regard.
(2) Members are obliged to comply with the decisions of the association, act in conformity with the objectives of the association, to submit any information and document required by the authorized bodies on time and in full, and entitled to resign from membership at will.
(3) With reference to the ratification of the customs declarations by the customs administrations, the condition for seeking for the approval of the association and the procedures and principles pertaining to such shall be decided by the Undersecretariat provided that the opinion in favor of the Undersecretariat of Customs is obtained.
General Assembly, duties and meetings
ARTICLE 5 – (1) General assembly comprises of the members fulfilling their obligations. Natural or legal entities may not be represented by proxy at general assemblies.
(2) Ordinary general assemblies are held in April each year upon the convocation of the board of directors and with an agenda. The secretary-general shall call a meeting if it is not called by the board of directors on the first day of April.
(3) The general assembly is convoked for extraordinary meetings upon the call of a meeting of the board of directors or upon written request of one-third of the members at least.
(4) The duties of the general assembly are as follows:
a) To elect the members and substitute members for the board of directors and the supervisory board.
b) In order to represent the association at the general assembly of TİM until the next general assembly meeting, to elect the delegates in number to be fixed within the frame of the procedures and principles to be established by the regulations on the basis of the export performance of the association in the last two calendar years.
c) To discuss and resolve upon the issues duly proposed by the board of directors or at least one-third of the members attending the general assembly in order to be included in the agenda items of the general assembly.
ç) To decide on the work program of the association, discuss and approve or reject the annual reports, accounts and the budget of the association.
d) To decide on the exoneration of the board of directors.
e) To discuss and decide on the other issues included in the agenda.
f) To fulfill the other duties assigned by this Law.
Board of directors, duties, meetings and representation
ARTICLE 6 – (1) The board of directors comprises of one chairman and ten permanent members elected by the general assembly from among the members having the qualifications specified in the regulations in order to serve for four years. The general assembly also elects substitute members corresponding to the number of the permanent members bearing the same qualifications.
(2) The members of the board of directors convenes within fifteen days following the date of the general assembly and elect maximum two vice chairmen and one treasurer member.
(3) Natural or legal entity members may not be the chairman or member of the board of directors of more than one association operating in the same industry in the same period. Any person may chair the same association for maximum two periods as of the effective date of this Law and may not be elected for the same office once again.
(4) The duties of the board of directors are as follows:
a) To implement the work program of the association, to make decisions related with running the activities.
b) To draw up proposals, reports, budget and accounts, and check the expenses in order to be submitted to the general assembly.
c) To set the agendas of ordinary and extraordinary general assembly meetings and convoke the members.
ç) To appoint the members to attend the Sectoral Board together with the Chairman of the Board of Directors.
d) To run the activities set by the general assembly and the related sectoral board.
e) To evaluate and conclude the requests related with ensuring the coordination of TİM.
f) To conduct studies to determine the required number of personnel within the frame of the Human Resources Regulations.
g) To appoint the secretary-general and assistant secretaries-general.
(5) The association is represented by the chairman of the board of directors or the vice chairman authorized by the chairman of the board of directors.
Supervisory board and duties
ARTICLE 7 – (1) General assembly appoints three permanent members and three substitute members –entitled to attend the general assembly- to the supervisory board to serve for an office period of four years in order to audit the accounts and activities of the associations.
(2) The duties of the supervisory board are as follows:
a) To audit the accounts, transactions and activities of the associations regularly within the frame of the legislation and the resolutions of the general assembly, and publish quarterly reports.
b) To prepare audit reports for the general assembly meetings.
(3) The secretary-general and the board of directors are supposed to submit all kinds of information and documents which may be required by the members of the supervisory board with regard to the audit of the association within the limits of this Law, and deliver copies of such and arrange the necessary environment when required.
General Secretariat and duties of the Secretary-General
ARTICLE 8 – (1) The Secretary-General and maximum three assistant secretaries-general shall be appointed by the board of directors provided that the opinion in favor of the Undersecretariat is obtained.
(2) The Secretary-General is the executive chief in charge of the management and administration of the operations of an association or associations. In case that the Secretary-General is in charge of the management and administration of more than one association, the decisions with regard to the common expenses of the related associations shall be taken by the chairmen of the board of directors.
(3) The duties of the Secretary-General are as follows:
a) To ensure the operations of the association or associations carried on.
b) To ensure the implementation of the decisions taken and the instructions given pursuant to the provisions of this Law and the related decision, regulations and communiqué and this legislation put into force in conformity with this Law.
c) To ensure the necessary coordination of the association with TIM and the Undersecretariat.
Sectoral Boards and Council of Sectors
ARTICLE 9 – (1) In order to conduct studies with the purposes of determining and developing sectoral policies, determining export, manufacturing, packing and quality standards on the basis of international norms and ensuring coordination and accord among the associations, the chairmen of the associations of the same sector and the additional representatives appointed from among the members of the board of directors of the associations meeting the export performance criteria established by the regulations for the last two calendar years shall form the related sectoral board.
(2) Associations dealing with more than one filed of activity shall be represented at the sectoral board of the sector in which they export most. At the first meeting, the sectoral board shall elect a chairman from among its members and two chairmen provided that they are not the members of board of directors of the same association. However, in cases where there is only one single association in a sector, the board of directors of that association is the sectoral board at the same time.
Council of sectors
ARTICLE 10 – (1) Council of sectors shall comprise of one permanent member and one substitute member to be elected for four years by the TIM general assembly representatives of the related sector from among the chairmen or vice chairmen of the sectoral boards being the representatives at the TIM general assembly.
(2) Council of sectors may give advices to the board of directors of TIM with regard to their activities and sectors, and performs the duties assigned by the law.
Turkish Exporters Assembly
Foundation, bodies and duties
ARTICLE 11 – (1) The headquarters of TİM being the supreme organization of the associations is in Istanbul.
(2) The bodies of TIM are as follows:
a) General Assembly.
b) Board of Directors.
c) Supervisory Board.
ç) General Secretariat.
(3) The duties of TİM are as follows:
a) To represent the exporters at home and abroad.
b) To conduct studies in order to assist the development of foreign trade in conformity with the national interests and to make suggestions to the Undersecretariat.
c) To ensure coordination among the associations.
ç) To conduct studies with regard to determining the fields of activities of the associations and submit such studies to the Undersecretariat.
d) In order to promote foreign trade and investment opportunities, to establish councils, boards and trade centers, and participate in already established ones under the coordination of the Undersecretariat.
e) Provided that the approval of the Undersecretariat is obtained, to provide assistance to the existing educational institutions related with foreign trade, pioneer and contribute to the establishment of new ones.
f) To get into contact and develop relations with international organizations with the purpose of protecting the professional interests of its members pursuant to national interests.
g) Provided that the approval of the Undersecretariat is obtained and within the limits of its budget, to buy properties at home and abroad, have such constructed, to sell and hire such, establish and release lien and mortgage, to establish foundations, companies, societies, plants and enterprises or participate in already established ones, to ensure the coordination of the activities of the foundations, companies, enterprises and plants affiliated to the associations in order to achieve its goals and duties.
ğ) To present opinion to the Undersecretariat with reference to attending fairs and exhibitions to be organized at home or abroad, to ensure the coordination of fairs and exhibitions, to support the projects and activities related with the promotion of the Turkish goods abroad.
h) To contribute to the studies conducted for developing the logistics resources in foreign trade; to establish and operate logistics centers at home and abroad, and participate in already established ones provided that the approval of the Undersecretariat is obtained in this regard.
ı) To perform the other foreign trade related duties to be assigned by the Undersecretariat.
General Assembly, duties and meetings
ARTICLE 12 – (1) The chairmen of the board of directors of associations are the ordinary members of the general assembly. Furthermore, one member from the board of directors of each association and a number of members of associations to be determined pursuant to the procedures and principles based on the export performance of the related association for the last two calendar years shall attend the general assembly.
(2) General assembly shall meet in every June with the attendance of one more than the half of the delegates at least. The general assembly is convoked upon the call of a meeting of the board of directors or upon written request of one-third of the members at least.
(3) The duties of the general assembly are as follows:
a) To elect the chairman of TİM, permanent and substitute members of the council of sectors and the supervisory board.
b) To prepare the work program of TİM.
c) To discuss and approve or reject the annual reports, accounts and the budget submitted to the general assembly.
ç) To decide on the exoneration of the board of directors.
d) To discuss and decide on the other issues included in the agenda.
Board of Directors, duties and meetings
ARTICLE 13 – (1) The board of directors of TİM comprises of TİM chairman and twelve members elected for four years from among the permanent members of the council of sectors, and at its first meeting, it elects three deputy chairmen and one treasurer member from among its members. In case of any vacancy in the memberships of the board of directors for any reason, a new member shall be elected for the vacant position at the first meeting of the council of sectors.
(2) The duties of the board of directors are as follows:
a) To conduct general and sectoral studies with the purpose of promoting export, prepare reports, present opinions and suggestions; ensure coordination and contact between the associations and sectors.
b) To take decisions for purchase, sales or hiring real estates required for services and implement such decisions upon approved by the Undersecretariat.
c) To take decisions for establishing trade centers abroad, participate in existing ones and implement such decisions provided that the approval of the Undersecretariat is obtained.
ç) To prepare budget and implement the budget approved by the general assembly, to prepare annual reports in order to be submitted to the general assembly, to conduct studies in parallel with the decisions taken at the general assembly and to ensure the coordination of the associations in terms of revenues.
d) To conduct studies to determine the required number of personnel within the frame of the Human Resources Regulations.
TIM Chairman and representation
ARTICLE 14 – (1) TİM chairman is elected by the general assembly from among the permanent members of the council of sectors in order to serve for a period of office for four years, and acts as the chairman of the council of sectors and the board of directors at the same time. Any person may be a chairman for maximum two periods after the entry into force of this Law and may not be reelected for the same position again.
(2) TIM is represented by its chairman or authorized deputy chairman.
(3) In case of vacancy in the chairmanship of TİM for any reason, one of the deputy chairmen to be appointed by the board of directors shall serve as the TIM chairman until the first general assembly to be held.
Supervisory Board and duties
ARTICLE 15 – (1) Three permanent and three substitute members from among the general assembly delegates shall be appointed to the supervisory board to serve for four years in order to audit the accounts and activities of TİM.
(2) The duties of the supervisory board are as follows:
a) To audit the accounts, transactions and activities of TİM regularly within the frame of the legislation and the resolutions of the general assembly, and publish quarterly reports.
b) To prepare audit reports for the general assembly meetings.
(3) The secretary-general and the board of directors are supposed to submit all kinds of information and documents which may be required by the members of the supervisory board with regard to the audit of TİM within the limits of this Law, and deliver copies of such and arrange the necessary environment when required.
General Secretariat and duties of Secretary-General
ARTICLE 16 – (1) In order to conduct the activities of TİM, one secretary-general and maximum five assistant secretaries-general shall be appointed by the board of directors provided that the opinion in favor of the Undersecretariat is obtained.
(2) The Secretary-General is the executive chief in charge of coordination, management and administration of the operations.
Elections and Financial Provisions
ARTICLE 17 – (1) The elections to be held by associations and TİM general assembly shall be done by secret ballot and open counting procedure under judicial surveillance.
(2) At least in fifteen days advance of the general assembly meeting at which an election will be held, the list for the elections accompanied with a letter indicating the agenda, venue, day and hour of the meeting and information about the second meeting if no quorum is present at the first one, shall be submitted in three copies to the judge presiding the district board of election of the related location. If there is more than one district board of election in a single location then the judge to be in charge shall be appointed by the Supreme Electoral Council. It shall be ensured that the elections will be held under the supervision of the president of the district board of election considering the meeting dates, agenda topics and other issues and the conclusion of the discussions.
(3) When required, the judge may cause the related documents and record be brought, examine them and have the deficiencies corrected and then approve the list of the members to participate in the election and other issues. The approved list and other issues related with the meeting shall be put up on the billboards of the related association or TİM and announced for three days.
(4) Any objection raised to the list during the said notice period shall be investigated by the judge and settled finally within maximum twelve days.
(5) Such finalized lists and the other issues related with the meeting shall be approved and sent to the related association or TİM.
(6) The judge appoints a polling committee comprising of one chairman and two members from among the members whom are not candidates. The judge also appoints three substitute members in the same way. The oldest member shall chair the committee in the absence of the chairman of the polling committee.
(7) The polling committee shall be in charge of holding the election in conformity with the principles set forth by the law, and with the management and canvass, and shall perform the said duties incessantly until the election and canvass process are completed. The tools and materials to be used in elections shall be provided by the district board of election. The places where the ballot boxes will be placed shall be determined by the judge.
(8) The votes shall be recorded at the end of the voting period and signed by the chairman and members of the polling committee. In cases where there is more than one ballot box, the records are merged by the judge. The provisional votes (election result) are announced by posting the copies of each record at the poll. The votes cast and other documents together with one copy of the record are handed over to the district board of election in order to be kept for three months.
(9) Objections raised to the transactions done during the election and to the election results raised within two days following the date on which the records are made shall be examined by the judge on the same date and settled finally. Immediately after the lapse of the objection period and settlement of the objections, the judge announces the final results in conformity with the above given provisions and notifies them to the related association and TIM.
(10) The members whose names are not on the list may not vote. Votes shall be cast after evidencing the identity of the voter and that the voter is authorized to represent and bind the members pursuant to this Law and after signing the column assigned for his/her name. The votes shall be cast jointly or separately as per the bodies, by putting the votes issued in any way into the envelope bearing the seal of the district board of election and given by the chairman of the polling committee during the voting process. Votes put into other envelopes shall be null and void.
(11) If the judge determines an irregularity which may affect the results of the election or any practice contrary to law, limited to the body subject to such a determination, the judge may decide on canceling the elections. In this case, the judge shall assign a date for repeating the election which may not be less than one month or more than two months, and notify it to the related association or TIM. On such assigned date, only the election shall be held and the election process shall be carried on in conformity with this article and the other provisions set forth by the law.
(12) The remunerations for the judge chairing the district board of election and the chairman and members of the polling committee shall be paid on the basis of the principles specified in the Law No. 298 on Basic Provisions on Elections and Voter Registers. The said remunerations and other election expenses shall be met from the budget of the related association or TİM.
(13) Crimes against the chairman and members of the polling committee during the elections shall be subject to punishment same as the crimes against the public officials.
ARTICLE 18 – (1) The revenues of the associations are as follows:
a) Entrance fee.
b) Yearly contribution.
c) Proportional payment.
ç) Other incomes.
(2) The rates and amounts related with the entrance fee, yearly contribution and proportional payment shall be determined by the general assembly of the association, other incomes are set by the board of directors of the association and finalized following the approval of the Undersecretariat.
(3) The proportional payment shall be collected for the export transactions over minimum ten per ten thousand and maximum one per thousand of FOB value. If promotion groups are established on sectoral basis in order to promote exports, a proportional payment deduction can be applicable up to three per thousand rate of FOB value upon the decision of the general assembly and the approval of the Undersecretariat in this regard. The entrance fee and the yearly contribution may not be more than fifty percent of the gross monthly minimum wage applicable for the ones older than sixteen years of age.
(4) If the entrance fee, yearly contribution, proportional payment and other incomes are not paid in due time, a default interest at the rate fixed in Law No. 6183 on the Procedure for the Collection of Public Receivables shall be imposed and collected through enforcement offices following the decision of the board of directors of the association. Period of limitation for collections is five years.
(5) The revenues of TİM comprises of contributions at the rate of eight percent of the incomes of the associations gained as of the previous calendar year. The contributions of the associations shall be transferred to the accounts of TİM in January and July in two equal installments.
Budget and expenses
ARTICLE 19 – (1) Budget shall be prepared by the board of directors annually and resolved upon by the general assembly.
(2) Payments from the budget shall be done through joint signatures of the chairman of board of directors or vice chairman/deputy chairman authorized by the chairman of board of directors and the secretary-general or the treasurer member provided that the required funds are available.
(3) Supplementary appropriation requests of the board of directors of associations shall be evaluated by the board of directors of TIM and submitted to the Undersecretariat; supplementary appropriation requests of the board of directors of TİM shall be settled directly by the Undersecretariat.
(4) The staff expenses of the associations and TİM may not exceed forty percent of their revenues.
(5) In order to meet the expenses arisen due to fulfillment of works, activities, projects and goals established and determined by associations for foreign trade services and improvement of their infrastructure and performance and the expenditures for services rendered and administrative expenses, a share at the rate of eight percent of the previous year incomes of the associations shall be reserved and paid in January and July of the subsequent year in two equal installments. The procedures and principles related with this subject shall be regulated by a regulation.
Miscellaneous and Final Provisions
ARTICLE 20 – (1) TİM and the general secretariat of the association comprises of the secretary-general and the other staff members.
(2) Personnel employed at TİM and associations shall be subject to the provisions of the regulations to be issued on basis of this Law and the provisions of the Labor Law No. 4857 and the Human Resources Regulations.
Ones not eligible for board memberships
ARTICLE 21 – (1) Even if the periods specified in article 53 of the Turkish Criminal Code have elapsed, the ones convicted for five years or more due to intentional crimes or offenses against state security, offenses against constitutional order and functioning thereof, offenses against the national defense, offenses against state secrets and spying, embezzlement, corruption, bribery, theft, fraud, forgery, breach of faith, fraudulent bankruptcy, collusive tendering, scheme to fulfillment of an act, laundering of criminal assets, smuggling, evasion of taxes or unjustified benefit may not be a member of the board of directors and supervisory board of the associations and TİM.
(2) Elected natural or legal entity members are obliged to evidence that they have no condition impeding their election. After being elected, the permanent or substitute memberships of the ones failing to evidence by certificates received from relevant authorities that they have not committed any crime listed in the first paragraph shall be cancelled automatically .
ARTICLE 22 – (1) TİM and associations and the foundations, companies, establishments and subsidiaries established by them shall be subject to the audit of the Undersecretariat in terms of administrative and financial aspects.
(2) During audits, the copies of all kinds of documents even the confidential ones, books, files and other papers and money-equivalent documents and notes related with the audit and required by the ones in charge of audit shall be given, the safe deposit and pay-office shall caused to be checked, and the request for accessing the management places, branches and liaison offices shall be fulfilled.
Arrangements, assignment and postponement of elections
ARTICLE 23 – (1) TİM can make arrangements with regard to the reorganization of the associations on regional and sectoral basis considering the global trading developments upon obtaining the opinion in favor of the Undersecretariat.
(2) The election dates for the associations or the elected bodies of TİM may be postponed by the Ministry for not more than one year.
(3) The regulations with regard to the issues specified herein shall be prepared by TİM and come into force upon publishing in the Official Gazette following the approval of the Ministry.
(4) The Undersecretariat is authorized to issue communiqués related with the points specified in this Law, review and settle any special and compulsory circumstance and take the necessary measures.
PROVISIONAL ARTICLE 1 – (1) On the effective date of this Law, TİM and the associations already being established pursuant to the Decree on the Foundation, Operation, Fields of Activity, Bodies, Rights and Obligations of the Members of Exporters' Associations which came into force through the Cabinet Decree dated 5/7/1993 and numbered 93/4614 shall continue their activities.
(2) The bodies shall be formed at the first general assembly to be held after the effective date of the regulations to be issued pursuant to this Law with regard to the bodies of TİM and associations. Until the said bodies are formed, the executive board of TİM shall serve as the board of directors of TİM and the executive committee of TİM shall serve as the sectoral council.
(3) The present staff members of TİM and the associations shall continue to work with the same status and personal rights.
(4) The general secretariats of the associations in which staff expenses exceed 40% of their revenues are liable of bringing their staff expenses to that level within three years as of the effective date of this Law.
(5) Regulations related with the enforcement of this Law shall be published with two months as of the effective date of this Law. The provisions of the present regulations not contrary to this Law shall continue to apply until the said regulations are put into force.
Entry into force
ARTICLE 24 – (1) This Law shall come into force on the date of its publication.
ARTICLE 25 – (1) The provisions of this Law shall be enforced by the Council of Ministers.