STATUTE

Name and Center of the Association

Article 1 - Name of the Association: "The ARTS FOR GOODNESS (MAGNUM OPUS) Association". The centre of the Association is Istanbul. No branches will be opened.

The Purpose of the Association and the Subjects and Forms of Work to be carried out by the Association in order to realize this Purpose and the Field of Activity

Article 2 -The Association has been established to ensure the development of Turkish art, the development and support of Turkish artists and to support individuals and organizations working in this field.


Subjects and Forms of Work to be carried out by the Association

1 - To conduct research for the activation and development of its activities.

2 - Organizing educational activities such as courses, seminars, conferences and panels.

3 - Providing all kinds of information, documents, documents and publications necessary for the realization of the purpose, creating a documentation centre, and publishing publications such as newspapers, magazines, books and bulletins in line with its objectives in order to announce its activities.

4 - Providing a healthy working environment for the realization of the purpose, providing all kinds of technical tools and equipment, fixtures and stationery materials.

5 - Carry out fundraising activities and accept donations from home and abroad, provided that the necessary permissions are obtained.

6 - To establish and operate economic, commercial and industrial enterprises in order to provide the revenues needed for the realization of the purpose of the Charter.

7 - To open a clubhouse, establish social and cultural facilities and furnish them for the benefit of its members and for them to utilize their free time.

8 - To organize dinner meetings, concerts, balls, theatres, exhibitions, sports, excursions and entertaining events, etc. for the development and continuation of human relations among its members or to ensure that its members benefit from such activities.

9 - Purchasing, selling, renting, leasing, renting out and establishing real rights on immovable and immovable property needed for the activities of the Association.

10 - In case it is deemed necessary for the realization of the purpose, to establish foundations in Turkey and abroad, to establish a federation or to join an established federation, to establish facilities that associations can establish by obtaining the necessary permission.

11 - To engage in international activities, to become a member of associations or organizations abroad and to cooperate or cooperate with these organizations.

12 - If deemed necessary for the realization of the purpose, without prejudice to the provisions of the Law No. 5072 on the Relations of Associations and Foundations with Public Institutions and Organizations, to carry out joint projects with public institutions and organizations on issues within their fields of duty.

13 - Establishing a fund in order to meet the essential needs of the members of the Association such as food, clothing and other goods and services and short-term credit needs.

14 - Open representative offices where deemed necessary.

15 - Create platforms to realize a common goal with other associations or foundations, trade unions, and similar non-governmental organizations in areas that are related to the purpose of the association and not prohibited by law.


Field of Activity of the Association

The Association operates in the social field in Turkey and abroad.


Right to Become a Member and Membership Procedures

Article 3 - Every natural and legal person who has the capacity to act and who adopts the aims and principles of the association and accepts to work in this direction and who meets the conditions stipulated by the Legislation has the right to become a member of this association. However, foreign real persons must also have the right to reside in Turkey in order to become a member. This condition is not required for honorary membership. The application for membership to be made in writing to the presidency of the association shall be decided by the board of directors of the association within a maximum of thirty days of acceptance to membership or rejection of the request and the result shall be notified to the applicant in writing. The member whose application is accepted shall be recorded in the book to be kept for this purpose. The main members of the association are the founders of the association and the persons who are accepted as members by the board of directors upon their application. Those who have provided significant material and moral support to the Association may be accepted as honorary members with the decision of the Board of Directors.


Quitting Membership

Article 4 - Every member has the right to resign from the association, provided that he/she notifies in writing. As soon as the member's resignation petition reaches the board of directors, the exit procedures are considered finalized. Resignation from membership does not terminate the member's accumulated debts to the association.


Dismissal from Membership

Article 5 - Conditions requiring expulsion from the membership of the Association.

1 - Behavior contrary to the Association's bylaws.

2- Continuously avoiding the duties assigned.

3 - Failure to pay the membership fee within six months despite written warnings.

4 - Failure to comply with the decisions made by the Association organs.

5 - Losing the conditions for becoming a member.

In case one of the above-mentioned situations is detected, it is removed from membership with the decision of the board of directors. Those who leave or are expelled from the association are deleted from the member registry and cannot claim any rights in the assets of the association.


Organs of the Association

Article 6 - The organs of the association are shown below.

1 - General Assembly

2 - Board of Directors

3 - Supervisory Board


Form of Establishment of the General Assembly of the Association, Meeting Time and Call and Meeting Procedure

Article 7 - The general assembly is the most authorized decision-making body of the association and consists of the members registered to the association. General Assembly;

1 - Ordinary meeting at the time specified in these bylaws.

2- An extraordinary meeting is called by the Board of Directors in cases deemed necessary by the Board of Directors or supervisory board or upon the written application of one-fifth of the members of the association.

If the board of directors does not call the general assembly to a meeting; Upon the application of one of the members, the judge of the magistrate shall appoint three members to call the general assembly to a meeting. The ordinary general assembly convenes every 3 years, in May, on the day, place and time to be determined by the board of directors.


Meeting Procedure

The General Assembly shall convene with the participation of the absolute majority of the members who have the right to attend, and in cases of amendment of the statute and dissolution of the association, with the participation of two-thirds of the members; in the event that the meeting is postponed due to failure to reach the majority, the majority is not sought in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the boards of directors and supervisory boards. The list of members entitled to attend the General Assembly shall be made available at the meeting place. The identity documents issued by the official authorities of the members who will enter the meeting place are checked by the members of the Board of Directors or the officers to be assigned by the Board of Directors. The members enter the meeting place by putting their signatures against their names in the list issued by the board of directors. If the quorum is met, the situation is determined within a minute and the meeting is opened by the chairman of the board of directors or one of the members of the board of directors to be assigned by him. If the quorum is not met, a minute shall be prepared by the board of directors. After the opening, a council committee is formed by electing a chairman, a sufficient number of deputy chairmen and clerks to manage the meeting. In the voting to be held for the election of the organs of the Association, it is obligatory for the voting members to show their identity cards to the council committee and sign their names against their names in the list of attendance. The management and security of the meeting belongs to the chairman of the council. Only the items on the agenda shall be discussed in the General Assembly. However, the issues requested in writing by one-tenth of the members present at the meeting must be included in the agenda. Each member has one vote in the General Assembly; the member must cast his/her vote in person. Honorary members may attend the general assembly meetings but may not vote. In case a legal entity is a member, the chairman of the board of directors of the legal entity or the person authorized to represent the legal entity shall vote. The issues discussed and decisions taken at the meeting shall be recorded in a minute and signed by the chairman of the council and the clerks together. At the end of the meeting, the minutes and other documents shall be delivered to the chairman of the board of directors. The chairman of the board of directors is responsible for protecting these documents and delivering them to the newly elected board of directors within seven days.


Voting and Decision-Making Procedures and Methods of the General Assembly

Article 8 - In the General Assembly, unless otherwise decided, voting shall be conducted openly. In open voting, the method specified by the chairman of the general assembly shall be applied. In case of secret voting, the papers or ballot papers sealed by the chairman of the meeting shall be thrown into an empty container by the members after they have done the necessary and the result shall be determined by open casting after the end of voting. The decisions of the General Assembly shall be taken by an absolute majority of the members attending the meeting. However, decisions on amendments to the statutes and dissolution of the association may only be taken by a two-thirds majority of the members attending the meeting.


Decisions taken without a meeting or without a call

Decisions taken with the written participation of all members without coming together and decisions taken by all members of the association by coming together without complying with the calling procedure written in these bylaws are valid. Decisions taken in this way do not take the place of an ordinary meeting.


Duties and Powers of the General Assembly

Article 9 - The following matters shall be discussed and resolved by the General Assembly.

1 - Election of the organs of the Association.

2 - Amendment of the bylaws of the Association.

3 - Discussion of the reports of the Board of Directors and the Board of Auditors and the discharge of the Board of Directors.

4 - Discussion of the budget prepared by the Board of Directors and acceptance of the same or amended budget.

5 - Authorizing the Board of Directors to purchase the immovable properties required for the Association or to sell the existing immovable properties.

6 - Reviewing the regulations to be prepared by the Board of Directors regarding the activities of the Association and approving them as they are or with amendments.

7 - Determining the amount of salaries, all kinds of allowances, travel allowances and compensations to be paid to the chairman and members of the board of directors and supervisory boards of the association who are not public officials, and the amount of per diem and travel allowances to be paid to the members to be assigned for the services of the association.

8 - Deciding whether the association will join or leave the federation.

9 - The association's international activities, joining or leaving associations and organizations abroad as a member.

10 - Establishment of a foundation by the association.

11 - Dissolution of the Association.

12 - Examining and deciding on other proposals of the Board of Directors.

13 - Fulfillment of other duties specified in the legislation to be performed by the general assembly.

The General Assembly shall supervise the other organs of the Association and may dismiss them at any time for just cause. The General Assembly makes the final decision on admission to membership and dismissal from membership. As the most authorized body of the Association, it performs the duties and exercises the powers not delegated to any other body of the Association.


Organization, Duties and Powers of the Board of Directors

Article 10 - The board of directors shall be elected by the general assembly as five original and five substitute members. The board of directors, in its first meeting after the election, determines the chairman, vice-chairman, secretary, treasurer and member by dividing the duties with a decision. If there is a vacancy in the original membership of the board of directors due to resignation or other reasons, it is obligatory to call the substitute members to duty according to the order of the majority of votes received in the general assembly.


Duties and Authorities of the Board of Directors

The Board of Directors fulfils the following matters.

1 - Representing the Association or authorizing one or more of its members in this regard.

2 - To carry out transactions related to income and expenditure accounts and to prepare the budget for the next period and present it to the general assembly.

3 - To prepare the regulations related to the work of the Association and submit them to the approval of the General Assembly.

4 - To purchase immovable property with the authority granted by the General Assembly, to sell movable and immovable property belonging to the association, to have buildings or facilities constructed, to make lease agreements, to establish pledges, mortgages or real rights in favour of the association.

5 - To ensure the opening of representative offices where deemed necessary.

6 - To implement the decisions taken in the general assembly.

7 - At the end of each activity year, organize the operating account statement or balance sheet and income statement of the association and the report explaining the work of the board of directors, and present it to the general assembly when it meets.

8 - To ensure the implementation of the budget.

9 - To decide on the admission of members to the association or removal from membership.

10 - To take and implement all kinds of decisions to realize the purpose of the Association.

11 - To perform other duties and use the powers assigned to it by the legislation.


Organization, Duties and Authorities of the Audit Committee

Article 11 - The supervisory board is elected by the general assembly as three original and three substitute members. If there is a vacancy in the original membership of the supervisory board due to resignation or other reasons, the substitute members shall be elected by the general assembly in the order of the majority of votes received in the general assembly Article 11-The supervisory board is elected by the general assembly as three original and three substitute members. In the event of a vacancy in the original membership of the supervisory board due to resignation or other reasons, it is obligatory to call the substitute members according to the order of the majority of votes received in the general assembly. The supervisory board audits whether the association operates in line with the purpose and the fields of activity specified to be carried out for the realization of the purpose, whether the books, accounts and records are kept in accordance with the legislation and the statute of the association, according to the principles and procedures determined in the statute of the association and at intervals not exceeding one year, and submits the results of the audit in a report to the board of directors and to the general assembly when it convenes. The supervisory board may request the general assembly to convene when necessary. The supervisory board audits whether the association operates in line with the purpose and the fields of activity specified to be carried out for the realization of the purpose, whether the books, accounts and records are kept in accordance with the legislation and the statute of the association, according to the principles and procedures determined in the statute of the association and at intervals not exceeding one year, and submits the results of the audit in a report to the board of directors and to the general assembly when it convenes. The supervisory board may request the general assembly to be called for a meeting when necessary.


Income Sources of the Association

Article 12 - The sources of income of the Association are listed below.

1 - Member Dues: Members are charged an entrance fee of 500 TL and a monthly fee of 400 TL. The Board of Directors is authorised to increase or decrease these amounts.

2 - Donations and aids made by real and legal persons to the association voluntarily.

3 - Revenue from activities such as tea and dinner meetings, trips and entertainment, representation, concerts, sports competitions and conferences organised by the association.

4 - Revenue from the assets of the association.

5 - Donations and aid to be collected in accordance with the provisions of the legislation on aid collection.

6 - Earnings from commercial activities undertaken by the association in order to provide the income it needs to realise its purpose.

7 - Other income.


Bookkeeping Principles and Procedures of the Association and Books to be kept

Article 13 - Bookkeeping principles; In the association, books are kept on the basis of a business account. However, if the annual gross income exceeds the limit specified in Article 31 of the Regulation on Associations, books are kept on the balance sheet basis starting from the following accounting period. In case of switching to the balance sheet basis, if it falls below the above-mentioned limit in two consecutive accounting periods, it can be returned to the business account basis starting from the following year. The books may be kept on a balance sheet basis with the decision of the board of directors without being bound by the above-mentioned limit. In the event that a commercial enterprise of the Association is opened, books shall also be kept for this commercial enterprise in accordance with the provisions of the Tax Procedure Law.


Registration Procedure

The books and records of the Association shall be kept in accordance with the procedures and principles specified in the Regulation on Associations.


Books to be kept

The Association shall keep the following books.

a) The books to be kept on the basis of business account and the principles to be followed are as follows:

1 - Decision Book: The decisions of the Board of Directors shall be written in this book in order of date and number and the decisions shall be signed by the members attending the meeting.

2 - Member Registration Book: The identity information of those who enter the association as a member, their entry and exit dates are recorded in this book. The amount of entrance and annual dues paid by the members can be recorded in this book.

3 - Document Record Book: Incoming and outgoing documents are recorded in this book with date and sequence number. Originals of incoming documents and copies of outgoing documents are filed. Documents received or sent via electronic mail are kept by printing them out.

4 - Operating Account Book: Revenues received and expenses incurred on behalf of the Association are clearly and regularly recorded in this book.

5 - Receipt Certificate Record Book: The serial and sequence numbers of the receipt documents, the names, surnames and signatures of those who receive and return these documents, and the dates of receipt and return are recorded in this book.

6 - Fixtures Book: The date and manner of acquisition of the fixtures belonging to the Association, the places where they are used or given, and the deregistration of those who have expired are recorded in this book. It is not compulsory to keep the Receipt Certificate Record Book and the Fixture Book.

b) The books to be kept on a balance sheet basis and the principles to be followed are as follows:

1 - The books registered in subparagraphs 1, 2 and 3 of paragraph (a) are also kept in case of keeping books on a balance sheet basis.

2 - Journal Book and General Ledger: The method of keeping and recording these books shall be made in accordance with the principles of the Tax Procedure Law and the Accounting System Implementation General Communiqués issued pursuant to the authorisation given to the Ministry of Finance by this Law.


Attestation of Books

The books that must be kept in the association (except the General Ledger) shall be certified by the provincial directorate of associations or a notary public before they are used. The use of these books is continued until the pages are finished and the books are not subject to interim certification. However, the Journal Book, which is kept on a balance sheet basis, must be recertified every year in the last month preceding the year in which it will be used.


Preparation of Income Statement and Balance Sheet

In the case of keeping records on the basis of operating accounts, the ‘Operating Account Statement’ (specified in Annex-16 of the Regulation on Associations) is prepared at the end of the year (31 December). In the case of keeping books on a balance sheet basis, the balance sheet and income statement are prepared at the end of the year (31 December) based on the Accounting System Implementation General Communiqués published by the Ministry of Finance.


Income and Expenditure Transactions of the Association

Article 14 - Income and expenditure documents; The income of the Association is collected with a ‘Receipt Certificate’ (a sample of which can be found in Annex 17 of the Regulation on Associations). In the event that the income of the Association is collected through banks, documents such as receipts or account statements issued by the bank replace the receipt. Expenses of the association are made with expenditure documents such as invoices, retail sales receipts, and self-employment receipts. However, for the payments of the association within the scope of Article 94 of the Income Tax Law, an expense voucher in accordance with the provisions of the Tax Procedure Law, and for the payments that are not within this scope, documents such as ‘Expense Receipt’ or ‘Bank Receipt’ (an example of which can be found in Annex-13 of the Regulation on Associations) are used as expenditure documents. The free goods and service deliveries to be made by the association to persons, institutions or organisations are made with the ‘In-Kind Aid Delivery Certificate’ (an example of which can be found in Annex-14 of the Regulation on Associations). The free goods and service deliveries to be made by individuals, institutions or organisations to the association are accepted with the ‘In-Kind Donation Receipt Certificate’ (an example of which can be found in Annex-15 of the Regulation on Associations). These documents shall be printed in the form and size shown in Annex-13, Annex-14 and Annex-15, in the form and size shown in Annex-13, Annex-14 and Annex-15, in binders consisting of fifty original and fifty stub sheets, bearing consecutive serial and sequence numbers, self-carbonised, or in the form of forms or continuous forms to be printed through electronic systems and writing machines. The documents to be printed in form or continuous form must be of the specified quality.


Receipt Documents

‘Certificates of Receipt’ (in the format and size shown in Annex 17 of the Regulation on Associations) to be used in the collection of the income of the association are printed by the decision of the board of directors. The relevant provisions of the Regulation on Associations shall apply to the printing and control of the certificates of receipt, receipt from the printing house, recording in the book, handover between the old and new treasurers and the use of these certificates of receipt by the person or persons who will collect income on behalf of the association and the delivery of the collected income.


Authorisation Certificate

The person or persons who will collect income on behalf of the association, excluding the actual members of the board of directors, shall be determined by the decision of the board of directors by specifying the period of authorisation. The ‘Authorisation Certificate’ (in Annex-19 of the Regulation on Associations) containing the clear identity, signature and photographs of the persons who will collect income is issued in duplicate by the association and approved by the chairman of the board of directors of the association. The main members of the board of directors may collect income without an authorisation certificate. The duration of the authorisation certificates is determined by the board of directors as one year at most. Expired authorisation certificates are renewed according to the first paragraph. In cases such as the expiry of the authorisation certificate or the resignation, death, termination of employment or termination of duty of the person in whose name the authorisation certificate is issued, it is obligatory to deliver the authorisation certificates to the board of directors of the association within one week. In addition, the authority to collect income can be cancelled at any time by the decision of the board of directors.


Retention Period of Income and Expenditure Documents

Except for the books, the receipt documents, expenditure documents and other documents used by the association shall be kept for 5 years in accordance with the number and date order in the books in which they are recorded, without prejudice to the periods specified in special laws.


Declaration Submission

Article 15 - The ‘Declaration of Association’ (in Annex-21 of the Regulation on Associations) regarding the activities of the association for the previous year and the results of the income and expenditure transactions as of the end of the year is filled in by the board of directors of the association and submitted to the local administrative authority by the president of the association within the first four months of each calendar year.


Notification Obligation

Article 16 - Notifications to be made to the local authority;


Notification of Immovables

The immovable properties acquired by the Association shall be notified to the local administrative authority by filling in the ‘Immovable Property Declaration’ (presented in Annex-26 of the Regulation on Associations) within thirty days after registration to the title deed.


General Assembly Final Declaration
Within thirty days following the ordinary or extraordinary general assembly meetings, the General Assembly Result Notification (in Annex-3 of the Regulation on Associations) containing the original and substitute members elected to the management and supervisory boards and other organs shall be submitted to the local administrative authority. In the event that the bylaws are amended at the general assembly meeting, the minutes of the general assembly meeting, the old and new versions of the amended articles of the bylaws, the final version of the bylaws of the association, each page of which is signed by the absolute majority of the members of the board of directors, shall be submitted to the local administrative authority within the period specified in this paragraph and in the attachment of a letter.

Notification of Receiving Aid from Abroad
In case of receiving aid from abroad, the association shall fill in the ‘Notification of Receiving Aid from Abroad’ (specified in Annex-4 of the Regulation on Associations) and notify the local administrative authority before receiving aid. It is obligatory to receive cash aid through banks and to fulfil the notification requirement before they are used.

Notification of Changes
Any change in the place of residence of the association shall be notified to the local administrative authority within thirty days following the change by filling in the ‘Notification of Change in Place of Residence’ (specified in Annex-24 of the Regulation on Associations) and any change in the organs of the association outside the general assembly meeting shall be notified to the local administrative authority within thirty days following the change by filling in the ‘Notification of Change in the Organs of the Association’ (specified in Annex-25 of the Regulation on Associations). Amendments to the bylaws of the association are also notified to the local administrative authority within thirty days following the general assembly meeting where the bylaw amendment is made, in the annex of the general assembly result notification.

Opening a Representative Office
Article 17 - The Association may open a representative office with the decision of the board of directors in order to carry out the activities of the Association where it deems necessary. The address of the representative office shall be notified in writing to the local administrative authority by the person or persons appointed as representative by the decision of the board of directors. The representative office is not represented in the general assembly of the association.

Internal Audit of the Association
Article 18 - Internal audits may be conducted by the general assembly, the board of directors or the supervisory board, or independent audit institutions may be commissioned to conduct audits. The fact that an audit has been carried out by the general assembly, the board of directors or independent audit institutions does not remove the obligation of the supervisory board. The board of auditors shall audit the association at least once a year. The general assembly or the board of directors may conduct audits or have independent audit institutions conduct audits when deemed necessary.

Borrowing Procedures of the Association
Article 19 - In order to realise the purpose of the Association and to carry out its activities, the Association may borrow money with the decision of the Board of Directors in case of need. This borrowing may be made in the purchase of goods and services on credit or in cash. However, this borrowing cannot be made in amounts that cannot be covered by the income sources of the association and cannot be of a nature that will put the association into insolvency.

How to Amend the Statute
Article 20 - Amendment of the bylaws may be made by a decision of the general assembly. In order to amend the bylaws in the general assembly, 2/3 majority of the members who have the right to participate in the general assembly is sought. In the event that the meeting is postponed due to lack of majority, the majority is not sought in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the boards of directors and supervisory boards. The decision majority required for the amendment of the bylaws is 2/3 of the votes of the members who attend the meeting and have the right to vote. Voting for the amendment of the bylaws in the general assembly shall be open.

Dissolution of the Association and Liquidation of Assets
Article 21 - The general assembly may at any time decide on the dissolution of the association. In order for the dissolution to be discussed in the general assembly, 2/3 majority of the members who have the right to participate in the general assembly is required. In case the meeting is postponed due to lack of majority, the majority is not sought in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the boards of directors and supervisory boards. The decision majority required for the dissolution decision to be taken is 2/3 of the votes of the members who attend the meeting and have the right to vote. Voting on the dissolution decision in the general assembly shall be open.

Liquidation Procedures
When the general assembly decides on dissolution, the liquidation of the money, property and rights of the association shall be carried out by the liquidation board consisting of the members of the last board of directors. These procedures shall commence as of the date of the decision of the general assembly regarding dissolution or the date of finalisation of spontaneous termination. In all transactions during the liquidation period, the phrase ‘The ARTS FOR GOODNESS (MAGNUM OPUS) Association in Liquidation’ shall be used in the name of the association. The liquidation board is responsible and authorised to complete the liquidation of the money, property and rights of the association from the beginning to the end in accordance with the legislation. This board first examines the accounts of the association. During the examination, the books, receipt documents, expenditure documents, title deeds bank records and other documents of the association are determined and their assets and liabilities are recorded in a minute. During the liquidation procedures, a call is made to the creditors of the association and the assets, if any, are converted into money and paid to the creditors. If the association has creditors, the receivables are collected. All money, property and rights remaining after the collection of receivables and payment of debts are transferred to the place determined in the general assembly. If the place to be transferred is not determined in the general assembly, it shall be transferred to the association closest to the purpose of the association in the province where the association is located and which has the highest number of members on the date of termination. All transactions related to the liquidation shall be shown in the liquidation minutes and the liquidation procedures shall be completed within three months, except for the additional periods granted by the local administrative authorities based on a justified reason. Following the completion of the liquidation and transfer of the money, property and rights of the association, the liquidation board must notify the local administrative authority of the place where the headquarters of the association is located with a letter within seven days and the liquidation minutes must be attached to this letter. The last members of the board of directors the liquidation board are responsible for keeping the books and documents of the association. This duty may also be assigned to a member of the board of directors. The retention period for these books and documents is five years.

Lack of Provision
Article 22 - The provisions of the Law on Associations, the Turkish Civil Code and the Regulation on Associations issued with reference to these Laws and the provisions of other relevant legislation on associations shall apply to matters not specified in these bylaws. Provisional Article 1 - Until the organs of the association are formed in the first general assembly, the members of the temporary board of directors who will represent the association and carry out the business and transactions related to the association are stated below.

Temporary Board Members:

This bylaw consists of 22 (Twenty-two) articles and 1 (One) temporary article.