Charter

Article 1: Name and Headquarters of the Association:

Section 1: Name of the Association: ULUSLARASI AKTİF ŞEHİRLER DERNEĞİ

Short Name of the Association: ULAŞDER

English Name of the Association: INTERNATIONAL ACTIVE CITIES ASSOCIATION

Association Headquarters: ISTANBUL

The association may establish branches both domestically and internationally.

Purpose of the Association and Working Topics and Methods Pursued by the Association to Achieve this Purpose, and the Field of Activity

Article 2: The purpose of our association is to promote participation in sports and physical activities for everyone, regardless of language, religion, belief, geography, age, gender, or race. The association aims to integrate sports culture with urban life, enhance the quality of life in society, promote sports to a wide audience, strengthen our country’s international position, enhance the perception of sports activities, provide guidance on physical activity, sports, and healthy living to legal entities, especially local governments, and the community. The association also aims to conduct joint projects with national and international organizations related to our field of activity, collaborate, publish guides to assist all white and blue-collar workers in physical activity, and contribute to the well-being and health of participants. The association strives to develop projects focusing on physical activity, sports, and healthy living, promote awareness, and contribute to the cultivation of healthy and active individuals in daily life. Additionally, the association aims to organize educational and awareness activities, engage in activities related to sustainable health management, and undertake projects that improve the well-being and health of beneficiaries through increased participation in physical activity and sports.

Working Topics and Methods to be Pursued by the Association:

With the permission of relevant institutions and organizations:

– Establishing and operating educational centers, as well as entertaining, relaxing, and leisure facilities in the fields of physical activity, sports, entrepreneurship, art, culture, tourism, environment, and nature.

– Encouraging participation in sports and physical activities for everyone, everywhere.

– Implementing projects aimed at improving the well-being and health of participants through increased participation in physical activity and sports.

– Developing and publishing management standards on physical activity and sports for everyone, disseminating these standards through projects.

– Facilitating the acquisition of skills in societal structures through collaborations on physical activity and sports management systems.

– Integrating sports culture with urban life to enhance the quality of life in society.

– Strengthening our country’s international position and reinforcing the perception of sports activities.

– Providing guidance on physical activity, sports, and healthy living to legal entities, especially local governments, and the community.

– Collaborating with national and international organizations on projects related to physical activity, sports, and healthy living.

– Publishing and disseminating guides to assist all white and blue-collar workers in physical activity and healthy living.

– Contributing to the cultivation of healthy and active individuals through education and awareness activities.

– Engaging in activities related to sustainable health management.

– Implementing projects to increase service and income in the areas of physical activity, healthy living, and sports.

– Establishing and operating facilities such as shared offices, virtual offices, business development centers, and sports entrepreneurship centers.

– Organizing summits, conferences, symposiums, panels, open sessions, forums, workshops, workshops, exhibitions, and bazaars for the purpose and working topics.

– Conducting studies and research on the purpose and working topics through committees, experts, and consultants established within the association.

– Purchasing, leasing, selling movable and immovable properties necessary for the purpose and working topics.

– Publishing books, magazines, bulletins, and brochures.

– Organizing projects and collaborations with institutions, organizations, and non-governmental organizations nationally and internationally.

– Implementing joint projects with public institutions and organizations in areas falling within their responsibilities, subject to the provisions of Law No. 5072 on the Relations of Associations and Foundations with Public Institutions and Organizations.

– Opening branches and representative offices where deemed necessary.

– Preserving environmental, natural, and cultural riches.

– Facilitating supportive and facilitative efforts for the participation and adaptation of people with disabilities and disadvantaged individuals to societal life.

– Advocating for the rights and demands of young people to relevant and authorized institutions, assisting in the defense of these rights and demands.

– Establishing and operating facilities such as shared offices, virtual offices, business development centers, and sports entrepreneurship centers.

– Organizing national and international events, competitions, and project market activities related to active living, physical activity, sports for everyone, and healthy living.

– Preparing, presenting, and implementing projects to explore the research and innovation capacity in active living, physical activity, sports for everyone, and healthy living.

Association’s Field of Activity:

The association operates domestically and internationally in the fields of physical activity, healthy active living, sports for everyone, active offices, education, and all areas of the population.

Right to Membership and Membership Procedures

Article 4: Individuals and legal entities with legal capacity who accept the aims and principles of the association, are willing to work in line with these principles, and meet the conditions stipulated by the legislation have the right to become members of the association. However, foreign individuals must have the right of residence in Turkey to be able to become members. This condition does not apply to honorary membership.

Membership applications submitted in writing to the presidency of the association are decided by the board of directors within a maximum of thirty days as acceptance or rejection of membership, and the result is communicated to the applicant in writing. Members whose applications are accepted are recorded in the membership register kept for this purpose.

Regular members of the association are the founders of the association and individuals accepted as members by the board of directors upon their applications.

Individuals who have provided significant support, both materially and morally, may be accepted as honorary members by the decision of the board of directors.

When the number of branches of the association is more than three, the membership records of those registered in the association’s headquarters are transferred to the branches. New membership applications are made to the branches. Acceptance into membership and removal from membership are carried out by the branch boards of directors and communicated to the General Headquarters in writing within thirty days at most.

Resignation from Membership

Article 5: Every member has the right to resign from the association, provided that it is communicated in writing. The resignation is considered finalized as soon as the member’s resignation letter reaches the board of directors. Resigning from membership does not relieve the member of any accumulated debts to the association.

Expulsion from Membership

Article 6: Reasons necessitating expulsion from membership.

1. Behaving contrary to the association’s bylaws,
2. Persistently avoiding assigned duties,
3. Failing to pay membership dues within six months despite written warnings,
4. Not complying with decisions made by the association’s organs,
5. Losing the qualifications for membership.

In the event of the determination of any of the above situations, membership may be terminated by the decision of the board of directors.

Those who have left or have been expelled from the association are removed from the membership register and cannot claim any rights in the association’s assets.

Association Organs

Article 7: The organs of the association are as follows:

1. General Assembly
2. Board of Directors
3. Auditing Board

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

Article 8: The general assembly, which consists of registered members of the association, is the highest decision-making body of the association. In the case of opening a branch of the association, the general assembly consists

 of registered members of the general headquarters and branches, up to three branches. If the number of branches exceeds three, the registered members of the general headquarters are transferred to the branches, and the general assemblies of the branches are composed of delegates elected in the branch general assemblies.

The general assembly:

1. Meets regularly at the specified time in this bylaw,
2. Convenes within thirty days in extraordinary circumstances or upon the written request of one-fifth of the association members, as deemed necessary by the board of directors or the audit board.

The regular general assembly meets every three years in December, on a date, place, and time determined by the board of directors.

The general assembly is called to a meeting by the board of directors.

If the board of directors does not call the general assembly, a reconciliation judge assigns three members to call the general assembly upon the written application of a member.

**Call Method:**

The board of directors organizes the list of members entitled to participate in the general assembly in accordance with the association’s bylaws. Members entitled to attend the general assembly are notified at least fifteen days in advance of the meeting date, time, location, and agenda. This notification is made by announcing the meeting date, time, location, and agenda in at least one newspaper or on the association’s website, in writing to the members, or by sending a message to the member’s notified email address or contact number, or using local media outlets. In this invitation, if the meeting cannot be held due to a lack of quorum, the date, time, and place of the second meeting are also specified. The period between the first and second meetings cannot be less than seven days and more than sixty days.

If the meeting is postponed for reasons other than the lack of quorum, this situation is announced to the members in accordance with the call method for the first meeting, specifying the reasons for the postponement. The second meeting must be held within six months at the latest from the date of postponement. Members are re-invited to the second meeting according to the principles specified in the first paragraph.

The general assembly meeting cannot be postponed more than once.

**Meeting Procedure:**

The general assembly is convened with the participation of a simple majority of members entitled to attend; however, in cases of amending the bylaws and dissolving the association, a two-thirds majority is required. If a quorum cannot be achieved due to the lack of majority, no quorum is required for the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of board members and auditors.

The list of members entitled to attend the general assembly is kept ready at the meeting venue. The official identification documents of the members entering the meeting venue are checked by the board members or officials appointed by the board of directors. Members enter the meeting venue by signing their names next to their names on the list prepared by the board of directors.

If the quorum is reached, this situation is recorded in a minute, and the meeting is opened by the chairman of the board of directors or one of the board members authorized by the chairman. If a quorum cannot be reached, a minute is prepared by the board of directors.

After the opening, a chairman and a sufficient number of vice-chairmen and a secretary are elected to form the presidium to manage the meeting.

In voting for the election of association organs, members casting their votes must show their identities to the presidium and sign their names next to their names on the attendance list.

The chairman is responsible for managing and ensuring the security of the meeting.

Only items on the agenda are discussed at the general assembly. However, if one-tenth of the members present at the meeting request in writing the inclusion of topics that are not on the agenda, these must be included.

Each member has one voting right at the general assembly; the member must personally cast their vote. Honorary members can attend general assembly meetings but cannot vote. In the case of a legal entity being a member, the chairman of the board of directors of the legal entity or the person authorized by delegation casts the vote.

The topics discussed and decisions taken at the meeting are recorded in a minute and co-signed by the chairman of the presidium and the secretaries. At the end of the meeting, the minutes and other documents are handed over to the chairman of the board of directors. The chairman is responsible for the preservation of these documents and for delivering them to the newly elected board of directors within seven days.

**Voting and Decision-Making Methods of the General Assembly:**

If not otherwise decided, votes are openly cast at the general assembly. In open voting, the method specified by the chairman of the general assembly is applied.

In the case of a secret ballot, after the members have cast their votes on sealed papers or ballot papers provided by the chairman of the meeting, an open count is conducted after the end of the voting.

Decisions of the general assembly are made with the simple majority of the members present at the meeting. However, decisions on amending the bylaws and dissolving the association can only be made with a two-thirds majority of the members present at the meeting.

**Decisions Taken Without a Meeting or Call:**

Decisions taken with the written participation of all members or decisions taken by all members of the association gathering without adhering to the call procedure specified in this bylaw are valid. However, such decisions do not replace regular meetings.

**Duties and Powers of the General Assembly:**

The following matters are discussed and decided by the general assembly:

1. Election of association organs,
2. Amendment of the association bylaws,
3. Discussion of the reports of the board of directors and the audit board and the approval of the board of directors,
4. Discussion and approval of the budget prepared by the board of directors for the upcoming period,
5. Inspection of other organs of the association and removal of them from office with justifiable reasons when deemed necessary,
6. Examination and resolution of objections to decisions of the board of directors regarding rejection of membership or removal from membership,
7. Authorization of the board of directors for the purchase or sale of immovable properties necessary for the association, construction of buildings or facilities, establishment of mortgage or other real rights for the benefit of the association,
8. Approval of regulations prepared by the board of directors regarding the activities of the association,
9. Determination of the remuneration for non-public officials serving as president and members of the board of directors and audit board, as well as determining all kinds of allowances, per diems, and travel expenses for members assigned for association services,
10. Decision on the association’s membership or withdrawal from the federation,
11. Decision on the establishment of branches and authorization of the board of directors for the procedures related to the established branch,
12. Decision on the international activities of the association, membership or withdrawal from foreign associations and organizations,
13. Decision on the establishment of a foundation by the association,
14. Decision on the dissolution of the association,
15. Examination and resolution of other proposals of the board of directors,
16. Handling of matters not delegated to another organ by the general assembly and the exercise of powers,
17. Fulfillment of other tasks specified by the legislation to be performed by the general assembly.

**Formation, Duties, and Powers of the Board of Directors:**

**Formation of the Board of Directors:**

The Board of Directors is elected by the general assembly as five principal members and five alternate members.

The Board of Directors, in its first meeting after the election, distributes tasks by decision and determines the chairman, vice chairman, secretary, treasurer, and members.

The Board of Directors can be called to a meeting at any time, provided that all members are informed. It convenes with the presence of more than half of the total number of members. Decisions are made by a simple majority of the total number of members attending the meeting.

In case of resignation or vacancy in the principal membership of the Board of Directors, the alternate members are obliged to be called to duty according to the order of the majority of votes received in the general assembly.

**Duties and Powers of the Board of Directors:**

The Board of Directors fulfills the following tasks:

1. Representing the association or authorizing one of its members or a third party

 in this regard,

2. Conducting financial transactions related to income and expenses and preparing the budget for the next period to be submitted to the general assembly,
3. Preparing regulations related to the activities of the association and submitting them to the general assembly for approval,
4. Acquiring real estate on behalf of the association and selling movable and immovable properties, constructing buildings or facilities, making lease agreements, and establishing mortgages, pledges, or other real rights for the benefit of the association with the authority granted by the general assembly,
5. Ensuring the implementation of procedures related to opening branches with the authority granted by the general assembly,
6. Ensuring the audit of the association’s branches,
7. Establishing representative offices where deemed necessary,
8. Implementing decisions taken by the general assembly,
9. Preparing the financial statements or balance sheet and income statement of the association’s operational accounts at the end of each fiscal year and presenting them to the general assembly when convened,
10. Ensuring the implementation of the budget,
11. Deciding on membership to or removal from the association,
12. Taking any kind of decision and implementing it within its authority to achieve the purpose of the association,
13. Performing other duties specified in the legislation and using the powers granted.

**Formation, Duties, and Powers of the Audit Board:**

**Formation of the Audit Board:**

The audit board is elected by the general assembly as three principal members and three alternate members.

In case of resignation or vacancy in the principal membership of the Audit Board, the alternate members are obliged to be called to duty according to the order of the majority of votes received in the general assembly.

**Duties and Powers of the Audit Board:**

The audit board checks whether the association operates in line with the working areas specified in the bylaws for achieving the goal and purpose stated in the bylaws, whether the records, accounts, and registrations are kept in compliance with the legislation and the association’s bylaws, and reports the results of the audit to the board of directors and the general assembly when convened.

The audit board can convene the general assembly when deemed necessary.

**Sources of Income for the Association:**

The income sources of the association are as follows:

1. Membership fee: An entrance fee of 1 TL and a monthly fee of 1 TL are collected from members. The general assembly is authorized to increase or decrease these amounts.
2. Branch fee: 50% of the member fees collected by the branches every six months are sent to the headquarters to cover the general expenses of the association.
3. Donations and contributions made by individuals and legal entities at their own request to the association,
4. Revenues from activities organized by the association, such as meetings, trips, entertainment, representation, concerts, sports competitions, and conferences,
5. Revenues obtained from the assets of the association,
6. Donations and contributions collected in accordance with the legislation on fundraising,
7. Revenues obtained from commercial activities initiated by the association to provide the necessary income to achieve its purpose,
8. Other incomes.

**Principles and Methods of Keeping Records and the Required Books for the Association:**

**Principles of Record Keeping:**

The association keeps records in accordance with the principles specified in the Regulations for Associations. However, in case the annual gross income exceeds the threshold specified in Article 31 of the Regulations for Associations, starting from the following fiscal year, books are kept on the basis of the balance sheet.

In case of returning to the operating account basis, if the association falls below the threshold mentioned above for two consecutive fiscal years, it can return to the operating account basis.

Books can be kept on the basis of the balance sheet at any time with the decision of the board of directors without being subject to the above-mentioned threshold.

If a commercial enterprise is established by the association, separate books are kept for this commercial enterprise in accordance with the provisions of the Tax Procedure Law.

**Recording Method:**

The association’s books and records are kept in accordance with the principles and methods specified in the Regulations for Associations.

**Required Books:**

The following books are kept in the association:

1. a) For records based on the operating account:

1. Decision Book: Decisions of the board of directors are written in this book in order of date and number, and the decisions are signed by the members attending the meeting.
2. Member Register Book: The identity information of those joining the association as members, entry and exit dates, and, if desired, the amounts of entrance and annual fees paid by the members are recorded in this book.
3. Document Register Book: Incoming and outgoing documents are recorded in this book with date and serial number. The originals of incoming documents and copies of outgoing documents are filed. Documents received or sent via email are stored by taking a printout.

1. b) For records based on the balance sheet:

1. Books specified in subparagraphs (a) 1, 2, and 3 are also kept based on the balance sheet.
2. Journal and Ledger: The recording method and form of these books are made according to the principles specified in the Accounting System Implementation General Communiqués published in accordance with the Tax Procedure Law and the authority granted by this Law to the Ministry of Finance.

Noting that this is a complex legal text, I’ll provide a basic translation while keeping the legal terminology intact. Please note that for official or legal purposes, it’s recommended to consult with a professional translator or legal expert.

**Notarization of Books**

In the association, the mandatory books (excluding the General Ledger) must be notarized at the Provincial Association Directorate or notary before use. These books continue to be used until all pages are filled, and interim notarization of the books is not allowed. However, for the Journal Book kept according to the balance sheet method, it must be notarized again in the last month of the year before the year it will be used.

**Preparation of Income Statement and Balance Sheet**

In the case of recording based on the business account, an “Operating Account Statement” is prepared at the end of each year (December 31), following the regulations specified in Annex-16 of the Association Regulation. If the books are maintained according to the balance sheet, then the balance sheet and income statement are prepared at the end of each year (December 31) following the General Communique on Accounting System Applications published by the Ministry of Finance.

**Income and Expense Transactions of the Association**

Article 15 – Income and expense documents:

Association revenues are collected with a “Receipt Document” (sample in Annex-17 of the Association Regulation). In case of collecting association revenues through banks, documents such as bank-deposit receipts or account statements issued by the bank are accepted as alternatives to receipt documents.

Association expenses are made using invoices, retail sales slips, freelance invoices, etc. However, for payments covered by Article 94 of the Income Tax Law, a voucher is used according to the provisions of the Tax Procedure Law, and for other payments (sample in Annex-13 of the Association Regulation) such as “Expense Receipt” or “Bank Receipt.”

**Documents of Receipts**

“Receipt Documents” to be used for the collection of association revenues are printed by a decision of the board of directors and are subject to control upon delivery from the printing house, recording in the ledger, and transfer between outgoing and incoming treasurers. The use and collection of these receipt documents are conducted in accordance with the relevant provisions of the Association Regulation.

**Authorization Certificate**

Except for the main members of the board of directors, individuals or entities collecting income on behalf of the association are determined by a decision of the board of directors, with the authorization period specified. An “Authorization Certificate” containing clear identification, signature, and photographs of the authorized persons is issued in duplicate by the association and approved by the chairman of the board of directors. The authorization certificate is valid for a maximum of one year, and expired certificates are renewed according to the first paragraph. The expiration of the authorization certificate or the departure, death, termination of employment, or dismissal of the authorized person requires the return of the certificate within one week to the association’s board of directors. Additionally, the authority to collect income can be canceled by a decision of the board of directors at any time.

**Storage Period of Income and Expense Documents**

Except for books, receipt documents, expense documents, and other documents used by the association are kept for five years in accordance with the order and date sequence in the books.

**Declaration Submission**

Article 16 – The “Association Declaration” regarding the activities, income, and expenses of the association for the previous year is submitted to the relevant local administrative authority by the president of the association after approval by the association’s board of directors, within the first four months of each calendar year.

**Notification Obligation**

Article 17 – Notifications to the administrative authority:

– General Assembly Result Notification: Within thirty days after ordinary or extraordinary general assembly meetings, a General Assembly Result Notification containing elected members of the board of directors, supervisory boards, and other organs is submitted to the local administrative authority.

– Notification of Immovable Properties: The association notifies the local administrative authority within thirty days of the registration of acquired immovable properties by filling out the “Immovable Property Notification” (provided in Annex-26 of the Association Regulation).

– Notification of Receiving Aid from Abroad: If the association intends to receive aid from abroad, it must submit a “Notification of Receiving Aid from Abroad” (as specified in Annex-4 of the Association Regulation) to the local administrative authority before receiving the aid.

– Notification of Changes: Changes in the association’s location are reported through the “Change of Location Notification” (specified in Annex-24 of the Association Regulation), and changes in the association’s organs are reported through the “Notification of Changes in Association Organs” (specified in Annex-25 of the Association Regulation).

– Notification of Changes in the Statute: Changes in the association’s statute are reported to the local administrative authority within thirty days following the general assembly meeting where the changes were made, along with the general assembly result notification.

**Internal Audit of the Association**

Article 18 – The association can conduct internal audits through the general assembly, board of directors, or supervisory board, or it may commission independent audit institutions to perform audits. An audit by the general assembly, board of directors, or independent audit institutions does not relieve the supervisory board of its obligations. The supervisory board must carry out an audit of the association at least once a year.

**Borrowing Procedures of the Association**

Article 19 – The board of directors may borrow for the purpose of realizing the association’s objectives and conducting its activities, either in the form of credit for the purchase of goods and services or in cash. However, borrowing must not exceed amounts that cannot be covered by the association’s income sources or pose financial difficulties.

**Establishment of Association Branches**

Article 20 – The association can open branches with a decision of the general assembly in places deemed necessary. For this purpose, at least three authorized founders authorized by the board of directors submit the branch establishment notification specified in the Association Regulation and necessary documents to the highest administrative authority of the location where the branch will be opened.

**Powers and Authorities of the Branches**

Article 21 – Branches are autonomous bodies responsible for conducting activities in line with the association’s objectives and service areas, and they are liable for all receivables and debts arising from their transactions. The powers and authorities of these branches, as well as other provisions in this statute related to the association, are applied to the branches within the framework of the legislation.

**Meeting Time of Branch General Assemblies and Representation at the Headquarters General Assembly**

Article 23 – Branches must conclude their regular general assembly meetings at least two months before the general assembly meeting of the headquarters. Ordinary general assemblies of branches are held every three years within the month of September, on a day, location, and time determined by the branch board.

**Opening of Representative Offices**

Article 24 – The association may open representative offices to carry out its activities in places it deems necessary with a decision of the board of directors. The address of the representative office is communicated in writing to the highest administrative authority of that place by the person or persons appointed as representatives by the decision of the board of directors.

**Procedure for Changing the Statute**

Article 25 – Changes to the statute can be made by a decision of the general assembly. For an amendment to the statute to be valid, a majority of 2/3 of the members with the right to attend and vote at the general assembly is required. If this quorum is not reached, the requirement for a majority is not sought at the second meeting.

 However, the number of members attending this meeting cannot be less than twice the number of full members of the board of directors and supervisory boards.

**Dissolution of the Association and Liquidation Procedure**

Article 26 – The general assembly may decide to dissolve the association at any time. For the dissolution issue to be discussed at the general assembly, a majority of 2/3 of the members with the right to attend and vote at the general assembly is required. If this quorum is not reached, the requirement for a majority is not sought at the second meeting.

Liquidation procedures are carried out by the liquidation committee composed of the last members of the board of directors when the general assembly decides on dissolution. The liquidation process starts from the date the decision to dissolve is taken or the date the automatic termination becomes final. After the collection of receivables and payment of debts, the remaining assets are transferred to a location determined by the general assembly. If no location is specified, it is transferred to the association with the closest objectives in the city where the association is located and has the highest number of members.

In the case of a change of location within the city or changes in the association’s organs, notifications must be submitted within thirty days, as specified in Annex-24 and Annex-25 of the Association Regulation, respectively.

**Lack of Provision**

Article 27 – In matters not specified in this statute, the Association Law, Turkish Civil Code, the Association Regulation issued in reference to these laws, and other relevant legislation related to associations are applied.

AKTİF ŞEHİR YÖNETİM SİSTEMİ / ACTIVE CITY MANAGEMENT SYSTEM

Active City Management System aims to integrate physical activity with urban life, to increase the quality of life of cities and to create a sustainable Active City Management System.

01 : The Active City Management System aims to put forward a system that will be a guide for societies by realizing the goal of “Health and Quality of Life” among the United Nations Sustainable Development goals.

02: It aims to design a sustainable and auditable system that is applicable to all cities by taking into account all the differences related to the physical, demographic, social and economic status of the cities and including the special location of the cities in the system.

03: It aims to provide input to the Active City Management System by measuring and comparing the current physical activity level of cities and to put forward an up-to-date approach to cover differences.

04: It aims to publish an Active City Management System and Guide together with community stakeholders in order to create environments that will enable all members of the society, who were inactive during the pandemic period, to do physical activity wherever they are.