ARTICLE 1: NAME AND HEADQUARTERS OF THE ASSOCIATION

The name of the association is “American Investment Association.” The English name is “Turkish American Investment Council,” abbreviated as “ATIC” in both Turkish and English. The headquarters is located in Istanbul. The association may open branches in necessary locations in accordance with the provisions of the Associations Law by a decision of the General Assembly. The establishment, duties, authorities, and responsibilities of the branches are outlined in Article 19.

ARTICLE 2: PURPOSE AND ACTIVITY AREA OF THE ASSOCIATION

2.1 The purpose of the association is to contribute to the development of commercial and mutual investment activities between Turkiye and the USA. To achieve this purpose, the association operates according to the following principles:

1. a) Provide opinions and practical assistance to Turkish and American business circles on trade, economy, credit-financing, industry, legislation, and similar issues.
2. b) Ensure the protection of mutual interests of Turkish and American companies in Turkiye and the USA, facilitate communication on mutual investment and business-related matters.
3. c) Assist in establishing and maintaining relations between Turkish and American business circles and representatives of the Turkiye and USA governments.
4. d) Facilitate friendship, understanding, and cooperation based on mutual interest between Turkish and American business circles, and between the Turkish and American people, through social, educational, and cultural projects and activities.
5. e) Help develop and foster joint business and investment opportunities between Turkish and American business circles through the exchange of information, advice, research, and ideas; promote social, cultural, and commercial awareness among members to ensure accurate mutual recognition and introduction.
6. f) Organize forums, meetings, seminars, and other events to provide members, scientists, artists, media, educational circles, and public institutions in Turkiye and the USA with opportunities for mutual idea exchange and access to information networks and publications.
7. g) Contribute to the development of cultural and educational activities.
8. h) Engage in other activities aligned with the association’s purpose.

2.2 To achieve its purpose, the association may establish qualified contacts at all levels, open representative offices, appoint representatives or observers for international activities and organizations, and undertake other initiatives beneficial to its objectives, both within Turkiye and internationally.

The association may form committees, organize trips, conduct scientific studies, education-internship programs, exhibitions, create archives, publish printed and electronic materials, conduct research, plans, and projects, or commission such works. It may open competitions and implement results partially or entirely at its discretion.

2.3 The association may acquire or sell real estate within and outside of Turkiye.

2.4 Activity Area of the Association: The association operates in social and commercial areas both domestically and internationally.

ARTICLE 3: MEMBERSHIP OF THE ASSOCIATION

3.1 The association has four membership categories: Individual Member, Corporate Member, Honorary Member, and Young Member.

3.1.1 INDIVIDUAL MEMBERSHIP Any individual who meets the qualifications specified by the Turkish Civil Code and Associations Law, is elected by the Board of Directors, and pays the membership fee and entrance fee is considered an Individual Member. Individual Members who have paid their membership dues have the right to vote in the General Assembly.

3.1.2 CORPORATE MEMBERSHIP Companies operating in Turkiye or foreign-funded legal entities with a registered branch or liaison office in Turkiye can become members. Corporate members appoint a representative in writing. The designated representative can be changed at any time by the respective Corporate Member. If the representative is elected to an association body, the new representative continues in that role.

3.1.3 HONORARY MEMBERSHIP – HONORARY PRESIDENCY a) Individuals who have provided exceptional service to the association’s objectives, gained public recognition for their contributions to society and the economic development of Turkiye, significantly supported Turkish-American relations, and embraced ATIC’s ethical principles, but who are not current members, including those holding diplomatic, academic, or positions in international organizations, can be granted Honorary Membership by a two-thirds majority decision of the Board of Directors. Honorary Members may participate in General Assembly meetings and discussions, and make wishes and suggestions, but they are not included in the quorum and cannot vote.

1. b) The Honorary Presidency is awarded by the Board of Directors. It can be granted to a Real or Honorary Member by a two-thirds majority decision of the General Assembly. With the approval of the Board of Directors, the Honorary President may be changed.
2. c) The Honorary President monitors the activities of the association and informs the President and the association bodies in writing of any deficiencies, providing recommendations to enhance the association’s services.

3.1.4 YOUNG MEMBERSHIP a) Young members can participate in General Assembly meetings and discussions but cannot vote.

1. b) Young people between the ages of 18-30, whether university graduates or current students, who contribute to the scientific realization of the association’s objectives, engage in research or studies, conduct social activities, and support the development of future business leaders and managers in practical and theoretical terms, can become young members of the association.
2. c) Donations can be accepted from those applying for Young Membership, though it is not mandatory. Donations are used for the activities of young members.
3. d) If the number of young members increases, a “Young Membership Honorary Member Registry” may be kept in accordance with legal procedures. Young members accepted by the Board of Directors or whose memberships have ended are recorded in this registry.
4. e) The procedures for the activities of young members are determined by the Board of Directors.

3.2 Real and legal persons with legal capacity, who do not fall under the permanent or temporary deprivation of rights specified in Article 3 of Law No. 5253 on Associations, and who declare adherence to the ethical principles stated in the association’s bylaws, may become members. Non-Turkish Real Members and representatives of Legal Members must meet the same conditions as Turkish citizens and possess the right to reside in Turkiye. Residence is not required for Honorary Members.

3.3 Membership applications must be made in writing and decided upon by the Board of Directors within thirty days or at the first board meeting. The result is communicated to the applicant in writing. Accepted members are recorded in the membership ledger after paying the membership dues. Membership becomes final once the entrance fee and membership dues are paid. Applications not paid within the specified period are canceled without needing a board decision.

3.4 The Central Board of Directors prepares and determines the principles and procedures for the admission of Real and Legal persons as members of ATIC and makes necessary changes and publishes them. Branches submit membership applications to the Central Board of Directors for approval. The Central Board of Directors concludes branch membership applications within thirty days.

3.5 The Board of Directors decides on membership entrance fees and amounts, announcing changes at the beginning of each year. The authority to increase membership types lies with the General Assembly, which makes decisions by majority.

3.6 Association members have equal rights. Members fulfilling their responsibilities have the right to participate in the association’s activities.

3.7 Membership dues consist of an entrance fee and an annual fee. The entrance fee is a one-time fee paid by new members upon admission. The annual fee is payable by association members each year. The entrance fee may be waived by the Board of Directors’ decision.

3.8 Entrance fees and membership dues are determined annually by the Board of Directors in January. Annual dues must be paid by the end of March of the relevant year. Only branch annual dues are determined by the branch’s Board of Directors, provided they are not less than 50% of the central dues, and submitted for approval by the central Board of Directors.

ARTICLE 4: RIGHTS AND DUTIES OF MEMBERS

4.1 Members who fulfill all membership obligations have the right to vote in the General Assembly meetings. Corporate members must appoint a representative in writing to vote on behalf of their institution.

4.2 The appointed representative of a Corporate Member with voting rights may nominate, vote, and be elected to association bodies. If the representative leaves, the new representative continues the elected position.

4.3 Unless otherwise determined by the Board of Directors, members have the right to benefit from all association activities.

4.4 Members protect the interests and reputation of the association, comply with these Bylaws and Turkish laws, and fulfill their financial obligations to the association on time.

ARTICLE 5: RESIGNATION AND DISMISSAL FROM MEMBERSHIP

5.1 A member’s relationship with the association may end voluntarily through resignation or dismissal.

5.2 The relationship of a Corporate Member with the association automatically ends if the legal entity status is lost.

5.3 A member’s resignation must be submitted in writing to the association’s headquarters and presented to the Board of Directors.

5.4 The Board of Directors may terminate a member’s relationship for the following reasons:

5.4.1 Losing the right to be a member of the association by law;

5.4.2 Failing to fulfill financial obligations within the legal period;

5.4.3 Not fulfilling any duties and obligations towards the association;

5.4.4 Engaging in behavior that may harm the association;

5.4.5 Failing to pay dues despite two notifications from the Board of Directors or not paying membership dues for two consecutive years.

5.4.6 A member dismissed by the Board of Directors can appeal to the General Assembly, which will make the final decision by a majority of members present.

ARTICLE 6: RIGHTS OF THE ASSOCIATION

6.1 The association has the authority to enter into contracts, acquire ownership and personal intangible rights, undertake obligations, and engage in legitimate activities in Turkiye or other countries in accordance with Turkish law.

6.2 The association may participate in meetings, fairs, and exhibitions held in Turkiye or abroad.

6.3 The association may act as a plaintiff or defendant before courts or arbitration panels in Turkiye or other countries, negotiate settlements, and enter into contracts.

6.4 The association owns property rights and may acquire and dispose of property within Turkiye or other countries according to its objectives.

6.5 The association shall have the following rights:

6.5.1 Open representations, branches, sections, or sub-divisions without legal personality in Turkiye or abroad and assume responsibility for them according to applicable laws.

6.5.2 Purchase, lease, or rent movable or immovable property, mortgage immovable property when necessary, and release mortgages according to the decision of the Board of Directors.

6.5.3 Import and export all necessary goods, property, services, and intangible items for its activities.

6.5.4 Establish training centers for its personnel in Turkiye and abroad and cover their domestic and international training and travel expenses.

6.5.5 Open accounts in foreign currency and Turkish Lira in Turkiye and, when necessary, obtain credit or borrow in foreign currency or Turkish Lira in accordance with applicable laws.

6.6 Utilize all other rights provided under Turkish law.

ARTICLE 7: ORGANS OF THE ASSOCIATION

7.1 The main organs of the association elected in the General Assembly are:

1. a) General Assembly b) Board of Directors c) Audit Committee d) Committees to be determined by the Board of Directors

7.2 Auxiliary Committees and Bodies Assisting the Association’s Organs and Activities:

1. a) Executive Committee b) High Advisory Board c) General Secretariat d) Disciplinary Committee

ARTICLE 8: GENERAL ASSEMBLY

8.1 The General Assembly is the highest decision-making body of the association, composed of members entitled to participate according to these Bylaws.

8.2 The election of association organs occurs every three years in May at the ordinary General Assembly meeting. It may also convene extraordinarily upon the request of the Board of Directors or the Audit Committee or the written request of one-fifth of the association members.

8.3 If the Board of Directors does not convene the General Assembly within one month upon the written request of the Audit Committee or one-fifth of the members, the Audit Committee or any member who requested the meeting can apply to the local Civil Court of Peace to appoint a committee of three members from among the association members to call the General Assembly to a meeting.

ARTICLE 9: CONVENING THE GENERAL ASSEMBLY AND QUORUM

9.1 The Board of Directors prepares a list of members entitled to attend the General Assembly. Members are invited to the meeting at least fifteen (15) days in advance by announcing the meeting date, time, place, and agenda in a newspaper or notifying members in writing or electronically. The invitation specifies the second meeting date if the first meeting cannot be held due to a lack of quorum. The interval between the first and second meetings cannot be less than seven (7) days or more than sixty (60) days.

9.2 If the meeting is postponed for another reason, members entitled to attend the General Assembly are notified of the reasons for the postponement. The second meeting must be held within six (6) months from the date of postponement. Members are invited to the second meeting according to the principles specified in Article 9.1. General Assembly meetings cannot be postponed more than once.

9.3 Unless otherwise decided by the Board of Directors, General Assembly meetings are held in the city where the association’s headquarters is located.

9.4 Only agenda items prepared by the Board of Directors or the Audit Committee are discussed at General Assembly meetings. However, new items can be added to the agenda upon the written request of at least one-tenth of the members entitled to attend the meeting.

9.5 The quorum for General Assembly meetings is achieved with the participation of the absolute majority of members entitled to attend the meeting. If a quorum is not achieved in the first meeting, the second meeting does not require a quorum. However, the number of members attending the second meeting must be at least twice the total number of the association’s Board of Directors and Audit Committee members.

ARTICLE 10: PROCEDURE FOR HOLDING MEETINGS

10.1 General Assembly meetings are held on the date, time, and place specified in the invitation. Members attending the General Assembly sign the list prepared by the Board of Directors and are admitted to the meeting venue. The official identification documents issued by authorities are checked by the Board of Directors members or appointed officials. Those without identification or who do not sign the list are not admitted to the meeting.

10.2 If the quorum specified in Article 9 is achieved, it is recorded in the minutes.

10.3 The meeting is opened by the Chairman of the Board of Directors or a designated board member.

10.4 If the quorum is not achieved, the Board of Directors prepares a record.

10.5 After the opening, a chairman, a deputy chairman, and a secretary are elected by the absolute majority of the members present at the meeting, forming the presidium.

10.6 The presidium is responsible for managing the meeting and ensuring its safety. The discussed topics and decisions are recorded by the secretaries and signed by the presidium.

10.7 At the end of the meeting, all records and documents are handed over to the Chairman of the Board of Directors, who is responsible for preserving and delivering them to the new Board of Directors within seven days.

10.8 Only items on the agenda are discussed at the General Assembly meeting. However, new items must be added to the agenda upon the written request of at least one-tenth of the members present at the meeting.

ARTICLE 11: VOTING AND DECISION-MAKING PROCEDURES AT THE GENERAL ASSEMBLY

11.1 Each member has one vote at the General Assembly meetings. Members must vote in person. Honorary members cannot vote. If the member is a legal entity, its representative uses the vote with a written authorization document.

11.2 The Board of Directors is elected as a list.

11.3 Votes are cast by secret or open ballot.

11.4 Secret ballot involves recording votes on ballots, collecting them in a ballot box, and counting the votes at the end of the voting. If open voting is preferred, the voting method determined by the presidium is used.

11.5 The principal and substitute members of the Board of Directors and Audit Committee are elected based on the number of votes received for each candidate. Members have the right to vote secretly for the Board of Directors and Audit Committee members.

11.6 Unless otherwise required, all decisions are made by a majority of votes.

11.7 Branches participate in the General Assembly with 3 delegates for up to 50 members and 5 delegates for more than 50 members (elected by the branch general assembly).

11.8 The last elected delegates at the branch general assembly attend the General Assembly of the central association. Branch management and audit board members attend the central general assembly but cannot vote unless elected as delegates.

ARTICLE 12: DUTIES AND AUTHORITIES OF THE GENERAL ASSEMBLY

The following issues are discussed and decided by the General Assembly:

12.1 Election of association organs,

12.2 Amendments to association organs,

12.3 Discussion of the reports of the Board of Directors and Audit Committee and the discharge of the Board of Directors,

12.4 Discussion and approval of the budget prepared by the Board of Directors, with or without amendments,

12.5 Authorization of the Board of Directors to purchase or sell immovable property on behalf of the association,

12.6 Authorization for the association to join or withdraw from federations in Turkiye,

12.7 Authorization for the association to engage in international activities, join or withdraw from associations and organizations abroad,

12.8 Dissolution and liquidation of the association,

12.9 Inspection of other organs of the association and removal of members for justified reasons,

12.10 Appeals against the Board of Directors’ decisions to reject membership applications or dismiss members,

12.11 Approval of opening branches, closing existing ones, or appointing representatives,

12.12 Appointment of external auditors,

12.13 As the highest authority of the association, handling tasks and exercising authorities not assigned to another organ,

12.14 Other duties assigned by laws or the bylaws to the General Assembly.

ARTICLE 13: CENTRAL BOARD OF DIRECTORS

13.1 The Board of Directors is the executive and administrative body of the association and can make decisions on all matters not exclusively within the authority of the General Assembly, in accordance with these Bylaws and Turkish laws.

13.2 The Central Board of Directors consists of 11 (eleven) principal and 5 (five) substitute members. Corporate members can send representatives to the Board of Directors through their legal representatives. For a corporate member’s representative to serve on the Board of Directors, there must be a legal representative relationship between the corporate member and the representative under Turkish law.

13.3 Decisions in the Central Board of Directors are made by a majority vote. In the event of a tie, the President’s vote determines the majority.

13.4 The U.S. Ambassador to Turkiye or their appointed representative has the right to attend all Board of Directors meetings without any invitation, and they are exempt from membership fees and do not have voting rights.

13.5 The term of the Board of Directors is three (3) years. Three years constitute one term. Board members can be elected for no more than two consecutive terms. The Board of Directors assigns roles such as a President, sufficient Vice Presidents, a General Secretary, and a Treasurer at its first meeting after the election.

13.6 The Central Board of Directors carries out the following duties and responsibilities:

13.6.1 Comply with General Assembly decisions and take all necessary measures to implement them;

13.6.2 Represent the association or delegate this authority to one or more board members as needed;

13.6.3 Represent and bind the association in all matters and transactions within the authority granted by the Board of Directors;

13.6.4 Develop the association’s annual or long-term activity plan;

13.6.5 Review and approve the annual income and expenses;

13.6.6 Establish or dissolve committees to fulfill the functions determined by the Board of Directors and appoint a chairman for each committee;

13.6.7 Approve any commitment or expenditure exceeding 5,000 Turkish Lira or the equivalent in another currency;

13.6.8 Approve employment contracts for association employees;

13.6.9 Approve any contract with a term exceeding one (1) year;

13.6.10 Approve any lease agreement and amendments thereto;

13.7 The term of a Board of Directors member ends in the following cases:

13.7.1 Completion of the term of office;

13.7.2 Ineligibility for membership for any reason under Article 5.

13.7.3 A Board of Directors member who misses three (3) consecutive meetings without a valid excuse or four (4) meetings in a year without a valid excuse is removed from office. The Board of Directors may decide on the continuation of the member’s term.

13.8 The Board of Directors supervises the branches’ management and general assemblies, determines branch contribution shares, manages the association’s income and expense accounts, prepares the budget for the next term, and submits it to the General Assembly.

13.9 Perform other duties and tasks assigned by the bylaws and regulations.

13.10 Elect the Executive Committee and the High Advisory Board, and determine their meeting procedures and rules.

13.11 General Secretariat: The General Secretariat can be selected from among the Central Board of Directors members or, if desired, the duties can be partially or fully assigned to another member or a non-member person. If a non-member is appointed, this person becomes an association employee and cannot be a member during their tenure. The working conditions, duties, and authorities of the General Secretary are determined by the Board of Directors.

13.12 Representation of Branches in the Board of Directors:

13.12.1 Each branch’s Board of Directors Chairman is a natural member of the Central Board of Directors. Branch chairmen can attend central board meetings and have voting rights if they participate.

13.13 The total number of principal members of the Board of Directors must not fall below five (5) after the replacement of the resigned principal members by the substitute members. If it falls below, the remaining members of the Board of Directors or the Audit Committee call for a General Assembly meeting within one (1) month to fill the vacancies. If the meeting is not called, a local Civil Court of Peace judge appoints three (3) members to call the General Assembly for this purpose.

13.14 The association is represented by the President of the Board of Directors or, in their absence, a Vice President appointed by the President. The Board of Directors may delegate representation authority to other board members or third parties with a power of attorney.

ARTICLE 14: AUDIT COMMITTEE

14.1 The Audit Committee consists of three (3) principal and three (3) substitute members elected by the General Assembly. The committee conducts audits every six months according to the principles and procedures set forth in the Associations Law and presents the audit results in a report to the Board of Directors and the General Assembly when convened.

14.2 The Audit Committee conducts internal audits and establishes methods and working principles for the budget, accounting records, and transactions of the association. The methods and principles for internal audits are as follows:

14.2.1 Whether the prepared budget is adhered to;

14.2.2 Whether association expenditures comply with the purpose, work topics, work program, and Board of Directors decisions;

14.2.3 Whether the necessary documents and records are available for association expenditures according to legal requirements;

14.2.4 Whether the income and expense statements and balance sheets are accurate and comply with the records;

14.2.5 Whether the association’s documents and income-expense accounts are recorded completely and correctly.

ARTICLE 15: EXECUTIVE COMMITTEE

15.1 The Executive Committee consists of at least three (3) principal members and up to seven (7) members elected by the Board of Directors. The committee elects a chairman, a vice-chairman, and members from among themselves. The Executive Committee is the highest advisory body of ATIC.

15.2 The committee regulates and closely monitors the association’s performance (targets, budgets, organizations, collaborations, etc.), identifies deviations, and forms a consensus on measures and improvements. It closely monitors the progress of important projects spread across multiple sections or processes and provides the necessary interest and resources to ensure timely and targeted outcomes.

15.3 It creates systems to amplify the voices of association employees and members and, based on the data and information received, decides on changes to targets, services, and systems.

15.4 Identifies individuals and institutions suitable for collaboration in line with the association’s mission. It establishes working principles on these issues. The Executive Committee does not engage in routine association tasks but decides on corrective measures when results deviate and leaves implementation to the Board of Directors.

ARTICLE 16: HIGH ADVISORY BOARD

16.1 The High Advisory Board is elected by the Board of Directors. The board consists of at least three (3) principal members and up to nine (9) members. A chairman, a vice-chairman, and a member are elected from among the members.

16.2 The High Advisory Board conducts research, formulates strategies and policies, develops solutions to problems, and undertakes activities to increase trade and investment between Turkiye and the USA, ensuring that American companies operating in Turkiye and Turkish companies operating in the USA continue their business smoothly and grow.

16.3 The board foresees new targets and initiatives in line with ATIC’s mission and recommends strategies necessary to achieve these targets and initiatives, contributing to the development of ATIC’s vision from all perspectives.

16.4 The board proposes new projects for the extensive promotion of ATIC and reaching broader audiences, ensuring the continuity of ATIC’s institutional memory by sharing its expertise.

16.5 At the request of the Board of Directors, the board provides opinions on prepared projects or consulted matters and conducts observations and investigations if necessary.

ARTICLE 17: GENERAL SECRETARIAT

17.1 The General Secretariat can be selected from among the Central Board of Directors members or, if desired, the duties can be partially or fully assigned to another member or a non-member person. If a non-member is appointed, this person becomes an association employee and cannot be a member during their tenure. The working conditions, duties, and authorities of the General Secretary are determined by the Board of Directors.

17.2 The General Secretary operates under the supervision of the Chairman of the Board of Directors and the association’s Board of Directors. The General Secretary is responsible for carrying out all association tasks and representing the association in relevant places within the authority and duties given by the Board of Directors.

17.3 The General Secretary ensures that all association tasks are performed in accordance with programs and regulations, providing planning, supervision, and coordination for all association activities.

17.4 The General Secretary actively engages with official institutions, civil society organizations, and the media to increase dialogue with all these entities and conducts activities to this end.

ARTICLE 18: DISCIPLINARY COMMITTEE

The Formation, Duties, and Authorities of the Disciplinary Committee

18.1 The Disciplinary Committee consists of three principal members elected by the Board of Directors. If a principal member resigns or leaves for other reasons, the Board of Directors appoints a new member.

18.2 The Disciplinary Committee is responsible for performing its duties according to the principles and procedures specified in the association’s bylaws and reporting the results to the Board of Directors. The committee elects a chairman and a secretary from among its members.

18.3 The Disciplinary Committee makes decisions on members referred to it by the Board of Directors after necessary investigations and inquiries. Decisions are made by a majority vote. The committee presents a report to the Board of Directors on the actions taken during its term. Disciplinary Committee decisions come into effect with the approval of the Board of Directors.

18.4 Members referred to the Disciplinary Committee by the Board of Directors for actions contrary to the bylaws, Activity and Disciplinary Regulations, General Assembly decisions, Board of Directors decisions, and association principles are subject to disciplinary actions.

18.5 The Disciplinary Committee can impose warnings, reprimands, suspensions, or expulsions from membership on members as appropriate.

ARTICLE 19: COMMITTEES (BUSINESS COUNCIL)

19.1 A Real Member or a representative of a Corporate Member can serve as a Committee Chairman (business council chairman) or a committee member with the approval of the member.

19.2 Each Committee (Business Council) meets at intervals deemed appropriate by the committee. Meeting invitations are issued by the committee chairman through the administrative office staff. Decisions are made by a majority vote of the committee members present at the meeting.

19.3 A committee member who fails to attend four consecutive meetings within six months loses their position within the committee. Vacancies are filled by the committee chairman.

19.4 Each committee chairman reports periodically to the Board of Directors on the projects undertaken by the committee and assigned tasks.

ARTICLE 20: ASSOCIATION INCOME AND EXPENSES

20.1 Income and Expense Documents

1. a) Association revenues are collected using a “Receipt” (sample in Annex-17 of the Association Regulation). If revenues are collected through banks, bank statements or transaction summaries serve as receipts.
2. b) Association expenses are documented using invoices, retail sales receipts, professional service receipts, etc. However, for payments subject to the Income Tax Law’s Article 94, an expense voucher according to the Tax Procedure Law or a “Expense Voucher” or “Bank Statement” (sample in Annex-13 of the Association Regulation) for other payments serves as an expense document.
3. c) Non-monetary donations made by the association to individuals, institutions, or organizations are documented with a “Non-Monetary Donation Delivery Document” (sample in Annex-14 of the Association Regulation). Non-monetary donations received by the association are documented with a “Non-Monetary Donation Receipt” (sample in Annex-15 of the Association Regulation).
4. d) These documents (Annex-13, Annex-14, and Annex-15) are sequentially numbered, self-carbonated, and consist of fifty originals and fifty copies or printed continuously via electronic systems and typewriters. The documents must meet the specified characteristics.

20.2 Receipts

1. a) Receipts used for collecting association revenues are printed in the form and size shown in Annex-17 of the Association Regulation, with the decision of the Board of Directors.
2. b) The printing, control, receipt, and recording of the receipts, their transfer between the old and new treasurers, and the use of these receipts by the individuals authorized to collect revenues on behalf of the association must comply with the relevant provisions of the Association Regulation.

20.3 Authorization Document

1. a) Except for principal members of the Board of Directors, individuals authorized to collect revenues on behalf of the association are determined by the Board of Directors with a specified period. An “Authorization Document” (sample in Annex-19 of the Association Regulation) containing the individual’s full name, signature, and photograph is issued in two copies and approved by the President of the Board of Directors. Principal members of the Board of Directors can collect revenues without an authorization document.
2. b) The authorization period is determined by the Board of Directors, not exceeding one year. Expired authorization documents are renewed according to the first paragraph. Authorization documents must be returned to the Board of Directors within one week if the authorized individual leaves the position, dies, or is dismissed. The authorization to collect revenues can be revoked by the Board of Directors at any time.

20.4 Association Revenue Sources

20.4.1 Membership entrance and annual dues;

20.4.2 Revenues from publications, balls, entertainment, performances, concerts, conferences, meetings organized by the association;

20.4.3 Revenues from the association’s assets and deposits;

20.4.4 Donations and other financial assistance;

20.4.5 Contribution shares from members for expenses.

ARTICLE 21: BOOKS AND RECORDS

21.1 The association keeps books on a cash basis. However, if the annual gross revenue exceeds the limit specified in Article 31 of the Association Regulation, it switches to an accrual basis starting from the next accounting period.

21.2 These books must be certified by the Provincial Directorate of Associations or a notary.

21.3 If the association switches to an accrual basis, it can return to a cash basis from the following year if the revenue falls below the specified limit for two consecutive accounting periods. Regardless of the specified limit, the Board of Directors may decide to keep books on an accrual basis.

21.4 The association must keep the mandatory books according to the regulations and other books requested by the Board of Directors.

21.5 The association retains the used receipts, expense documents, and other documents for five years, except for the periods specified by special laws.

21.6 At the end of the year, the association submits a declaration to the local administrative authority detailing its activities, income, and expense transactions by the end of April each year.

ARTICLE 22: BORROWING OF THE ASSOCIATION

22.1 The Board of Directors has the authority to make decisions regarding the borrowing of the association.

22.2 The association may borrow to achieve its purpose and conduct activities as needed, with the decision of the Board of Directors. This borrowing can be in the form of credit for goods and services or cash. Borrowing must not exceed 40% of the association’s annual revenue. If the 40% limit is deemed necessary to be exceeded, it must be decided only by the General Assembly. However, such borrowing must not exceed the association’s revenue sources and should not cause financial difficulties.

ARTICLE 23: CORPORATE ORGANS, AUTHORITIES, AND RESPONSIBILITIES OF BRANCHES

23.1 Establishment

23.1.1 The General Assembly of the association can open branches in necessary locations according to the provisions of the Associations Law and decide to merge or liquidate existing branches. The Founders Committee of at least three people authorized by the Board of Directors ensures the opening of the branch by submitting two copies of the Establishment Notice containing their signatures and necessary information to the highest local administrative authority. The General Assembly can also decide to close or merge inactive branches or authorize the Central Board of Directors to do so. In the case of closing or merging branches, the assets of the closed or merged branch are transferred to the central association.

23.2 Organs of Branches

23.2.1 The organs of the branch are the General Assembly, the Board of Directors, and the Audit Committee.

23.2.2 The Board of Directors of the branch consists of five (5) principal and five (5) substitute members elected by the Branch General Assembly for branches with up to 50 members, and nine (9) principal and nine (9) substitute members for branches with more than 50 members.

23.2.3 The Audit Committee of the branch consists of three (3) principal and three (3) substitute members elected by the Branch General Assembly. The provisions of the association’s bylaws regarding the Audit Committee apply to the Branch Audit Committee.

23.2.4 The duties and authorities of these organs and other provisions related to the association in the bylaws apply to the branch within the framework of the legislation.

23.4 Board of Directors of the Branch

23.4.1 The duties, authorities, and working principles of the Board of Directors of the branch are governed by the provisions of the association’s bylaws regarding the Board of Directors, with the following conditions:

23.4.2 The duties of the Board of Directors of the branch are as follows:

23.4.2.1 Representing the branch;

23.4.2.2 Conducting operations in accordance with the general working principles and procedures determined by the Board of Directors;

23.4.2.3 Organizing activities in line with the association’s purpose locally;

23.4.2.4 Organizing activities among branch members;

23.4.2.5 Ensuring the proper maintenance of the books and records to be kept by the branch;

23.4.2.6 Performing other duties assigned to the Board of Directors by the association’s bylaws on behalf of the branch;

23.4.2.7 Ensuring the payment of contribution shares to the central association within the period determined by the General Assembly or the Central Board of Directors;

23.4.2.8 The Board of Directors of the branch meets at least once a month and decisions made by the majority are recorded in the decision book, signed, and a copy is sent to the Central Board of Directors;

23.4.2.9 Accepting and expelling members from the branch; membership is decided by the Branch Board of Directors and approved by the Central Board of Directors;

23.4.2.10 Communication and correspondence with individuals and legal entities on behalf of the association are conducted by the Central Board of Directors. However, branches may conduct communication and relations with individuals, legal entities, public institutions, and foreign embassies relevant to their region with the opinion of the Central Board of Directors. The Central Board of Directors also considers the opinions of the branch in correspondence with entities within the branch’s region.

23.4.2.11 Branches send their annual budgets to the Central Board of Directors at the beginning of January each year for approval and submit activity reports and interim balance sheets to the central association every six months.

ARTICLE 24: OPENING REPRESENTATIVE OFFICES

24.1 The association may open representative offices by the decision of the Board of Directors to carry out association activities where necessary. The address of the representative office is reported to the local administrative authority in writing by the appointed representative(s) with the decision of the Board of Directors. Representative offices are not represented in the General Assembly. Branches cannot open representative offices.

ARTICLE 25: AMENDMENTS TO THE BYLAWS

25.1 Amendments to these Bylaws can be made at any General Assembly meeting if included in the agenda according to the procedure or included in the agenda by the written request of at least one-tenth of the members entitled to participate in the General Assembly.

25.2 For amendments to the bylaws, the General Assembly convenes with the participation of two-thirds of the members, and if the majority is not achieved, the second meeting does not require a quorum. The number of members attending the second meeting must be at least twice the total number of principal members of the Board of Directors and Audit Committee. These meeting quorums also apply to meetings where the dissolution and liquidation of the association are discussed.

25.3 The decision to amend the bylaws requires the approval of at least two-thirds of the members present and eligible to vote at the meeting.

ARTICLE 26: DISSOLUTION AND LIQUIDATION OF ASSETS

26.1 The General Assembly may decide to dissolve the association at any time. To decide on the dissolution of the association, at least two-thirds of the members entitled to participate in the General Assembly must attend the meeting, and two-thirds of the attending members must vote in favor of dissolution. If the majority is not achieved in the first meeting, the second meeting is called by announcing the date, time, place, and agenda of the meeting at least fifteen (15) days in advance by email or mail. The dissolution decision is reported to the highest local administrative authority in writing within five (5) days by the Board of Directors. At the second meeting, the dissolution can be discussed regardless of the number of attendees. The decision requires the approval of at least two-thirds of the attending members. The association’s assets are transferred to the Turkish Red Crescent following the liquidation.

26.2 The association automatically dissolves if it falls into a state of incapacity, if the Board of Directors cannot be established according to the bylaws, or if two consecutive ordinary General Assembly meetings are not held due to a lack of quorum. In such cases, the liquidation is carried out as specified above.

26.3 The documents and books of the dissolved association are kept for five (5) years by the last members of the Board of Directors or an appointed board member.

ARTICLE 27: ETHICAL PRINCIPLES

INTRODUCTION: ATIC members adhere to the principles of law, justice, equality, peace, trust, prosperity, and happiness in all their actions and transactions with individuals and institutions, customers, suppliers, competitors, shareholders, employees, the community, the environment, and the state.

PURPOSE: The purpose of these ethical principles is to develop, spread, define, and protect universally accepted ethical principles that ensure the functioning of free competition, contribute to the establishment and development of mutual trust in business life, prevent the spread of unethical behavior, and advocate for and improve business ethics in the business world and its sector, contributing to the efficient and effective use of national resources.

INTEGRITY: Members act honorably and honestly in business life, respecting the law. They do not knowingly harm others through their commercial activities and products. They do not use confidential information for their benefit. They do not provide benefits to others in a way that affects their decision-making ability through their activities related to their companies, subsidiaries, affiliates, or companies or organizations they are affiliated with or manage. They do not mislead or tolerate misleading behavior through false or deceptive statements or promotions about their or others’ commercial and financial situations. They fulfill the responsibilities of their products and services and do not evade obligations. They do not violate consumer rights or market products that are not safe for human health. They adhere to honesty and transparency in offers and contract negotiations. They do not engage in actions that distort laws and international integrity principles, leading to unfair competition. They do not seek unjust benefits or allow others to mediate or request mediation for such benefits. They avoid conflicts of interest. They do not engage in speculative or insider trading to gain unfair advantage or promote monopolistic tendencies. They fulfill their promises with special care.

RESPECT FOR LAWS: Members respect the legal order in all their activities. They comply with all legal regulations of the Republic of Turkiye and the laws of the countries they operate in, fulfilling all administrative and supervisory obligations. They do not maintain false or misleading records or provide false information to authorities. They do not engage in activities disapproved by business and social ethics. They declare their earnings accurately and pay taxes on time. They fulfill their financial obligations on time. They comply with legal regulations when giving promotional gifts to public institutions and officials. They adhere to the rules and classifications stipulated by law when employing public officials, regardless of the reason for their departure.

BEING MORAL: Members act with high moral standards in all their attitudes and behaviors. They are fair and just. They do not engage in unfair actions against ATIC (American Investment Association) or make statements against the bylaws or discredit ATIC. They avoid behaviors that damage the trust and respect they have earned. They do not use unethical means to obtain business-related secrets or confidential information and prevent others from doing so. They fulfill their societal responsibilities without hesitation. They do not employ active parliamentarians or public officials in their companies, subsidiaries, affiliates, or organizations they manage. They do not seek consultancy, representation, mediation, or expert services from them and do not provide material support beyond the limits permitted by law. They do not openly support a political party or politician and do not employ political party members for personal gain. They do not exploit their political relations for personal benefit. They ensure honesty, fair management, equality, trust, and a healthy working environment, respect the personalities of employees, do not force them to act against the law, and contribute to their personal development. They do not discriminate based on race, color, gender, religion, political opinion, philosophical belief, sect, age, or physical disabilities. They adhere to all laws and regulations that provide equal opportunities. They do not allow behaviors or actions that could be considered harassment based on such distinctions in the workplace. They ensure the security and confidentiality of all personal information related to their employees. They fulfill their responsibilities to nature and the environment with respect.

This charter consists of 28 (twenty-eight) articles and 1 (one) temporary article.