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CHARTER OF TURKISH SOCIETY OF SHOULDER AND ELBOW SURGERY SECTION I Title, Headquarters and the Purpose of the
Association Title and the headquarters of Association
* Article 1- Name:
The title of the organization is “Shoulder
& Elbow Surgery Association” and headquartered in İstanbul.
No branch is available in any other place. Purpose * Article 2- The purpose of
this organization is to have the contribution in the developments in the area
of shoulder and elbow joint surgery and arthroscopy, to facilitate the close
relationship between the team members and the doctors spending efforts in this
area and to increase the exchange of the information and inspection preciously.
The Association of Shoulder and Elbow surgery is able to establish the
Federation and Confederation along with the other organizations having the
activities in the same occupation e.g. Orthopedics
and Traumatology.
Article 3-
A- Executes scientific research & analysis
related to the diagnosis and treatments of shoulder and elbow diseases and
traumas; organizes congress, seminar,
panel, symposium, meeting and presentations ; publishes the relevant booklets
in such issues; B- Executes research & analysis and
treatments to prevent the potential diseases and traumas of the shoulder and
elbow; informs the public on these issues, when necessary; C- Establishes and operates the health
centre, polyclinic, and specialist training centers
focusing on the shoulder and elbow joint applications; D- Collaborates with the relevant
association, board, corporate body and other organizations in such scope; E- Gathers up all studies and comments
implied on the shoulder and elbow surgery and arthroscopy in our country by
means of the written statements, symposium, panel and congress meetings; in
addition, carries out the required works enabling the attention of concerning
parties to be drawn to these organizations; F- Helps
the members to improve their knowledge and experience by referring them
to visit the well-known specialists and staff in the field of shoulder and
elbow joint surgery and arthroscopy in abroad and domestic country; G- Association of Shoulder and Elbow
Surgery is able to participate in the relevant activities arranged in abroad;
to develop the relations with the abroad organizations; to be the member of the
federation or the similar institutes to be founded in domestic country upon the
resolution of the board of directors, when necessary. H-The association can purchase any and all
types of movable /immovable assets in order to fulfill
the requirements of the specified goals of association. Additionally, I— To procure and
all types of technical equipment, assets and stationery materials to realize
the specified goals; J- To establish and
operate any financial, commercial and industrial plants that are deemed
necessary to realize the specified goals. SECTION
II Eligibility for Membership, Rights &
Liabilities of the Members and Termination of a Membership Article 4- Membership and Conditions Member: The term
“Member” defines any Orthopaedics and Traumatology Specialist who applied to
the association for the membership thus recognized by the board of directors. Active Member: The term “active member” defines the members who have applied
to gain the status of active membership complying with all requirements are
qualified as the active members upon the resolution of the board of directors. 4.1. The prequisites
for the active membership: A. Following the speciality period, at
least 1 year of performance in the field of shoulder and elbow surgery; B. At least 20% of the surgical
applications should have been done in scope of shoulder and elbow surgery; C. At least 3 articles or statements
written on shoulder and elbow surgery should have been published in domestic
country plus 1 article written on shoulder and elbow surgery should have been
taken part in Index Medicus; D. Participation in at least one meeting,
training seminar that has been organized by the shoulder and elbow surgery plus
the congress or special branch day in the national congress held by the
association of shoulder and elbow surgery. Honorary Member: The members who are older than 55
and serving in Turkish Orthopaedics and Traumatology field or the
members who have rendered special services for the country in this field. The honorary member and members
participate in all activities of the organization individually and notified
about all written statements and activities. These people are able to join in
the General Assembly however they do not have the voting rights as well as
unable to participate in the board of directors and audit committee. Article 5- Termination of a membership * 5.1 EXPULSION FROM MEMBERSHIP 1. As per the provisions of the Law of
Societies, the members who have not paid the subscription fees for 2 years
(until the general assembly) are expulsed from the membership subject to the
resolution of the board. 2.The
members who have gained the status of active membership of the Association of Shoulder
and Elbow surgery should have at least one scientific article to be published
once two years ( local and abroad magazines and abroad statement) otherwise
these members shall be expulsed from the status of active membership upon the resolution
of the board of directors however their membership can be kept on. 3. The members who have not fulfilled the
scientific and social responsibilities of the job or acted in contrary to the
occupational ethic are expulsed from the membership upon the resolution of the
board of directors. Membership Rights * Article 6- Each active member has the
right -to participate in the organizational
activities and administrational works; -to cast single vote in the general assembly;
the active member has to cast his vote principally. The members and the honorary members do
not have voting right however they are notified and provided with the benefits
from any kind of activities organized by the association. Article 7- Membership Liabilities * The liabilities of the members to be
fulfilled are given as follows; Paying the membership due: the entrance and annual
membership due to be paid by the members shall be decided during the meetings
of the general assembly. SECTION III Executive Boards Organs of the Association* Article 8- The major organs of the Association consist
of the following: -General Assembly -Board of Directors -Board of Auditors Article 9- Procedures
of General Assembly e.g. composition of the General Assembly, time for assembly, invitation for the
meetings etc The General Assembly is the highest
decision organ of the Association and consists of the registered active members of the
association in addition when the number of branches reaches to three, then it
consists of the delegates chosen by the registered delegates and members in the
branch. General Assembly shall convene; 1- for
ordinary meetings at times specified in the Association Charter, and also 2- for extraordinary
meetings in cases deemed necessary by the Board of Directors or the Board of
Auditors or upon the written request of one-fifth of the Association’s active
members within thirty days. The Ordinary General Assembly shall
convene once two years in April at the date, location and time to be designated
by the Board of Directors. The Board of Directors calls the General
Assembly to convene. In the event the Board of Directors does
not call the General Assembly to convene, the local Justice of Peace , upon application of one of the active members, shall
assign the task of calling the General Assembly to a committee of three
members. Procedure of Invitation for General Assembly The Board of Directors
shall prepare the list of members who are entitled to attend to the General
Assembly in accordance with the Association Charter. Members who are entitled
to attend to the General Assembly shall be called to the meeting by an
announcement to be made in a newspaper or by means of a conventional mail or an
electronic mail specifying the meeting date, time, location and the agenda, at
least fifteen days prior to the meeting date. The date, time and location of
the second meeting to be held in case the first meeting cannot be held due to
lack of quorum, shall also be specified in this notice. The duration between
the first meeting and the second meeting cannot be less than seven days and not
more than sixty days. In the event the meeting
is postponed for any other reason than lack of quorum, this situation shall be
announced to the members by stating the reasons of postponement; with the same
method used to notify the first meeting. The second meeting should be held
latest within six months following the date of postponement. Members shall be
called again to the second meeting in accordance with the principles specified
in the first paragraph. General Assembly cannot be
postponed more than once. Place of General Assembly
Meetings and the Meeting Quorum Meeting Procedure General Assembly shall
convene with the simple majority of the members that are entitled to attend the
meeting; and in the event of amendment of the Charter or dissolution of the
Association, attendance of two-thirds of the members that are entitled to
attend the meeting are required. In the event the meeting is postponed due to
lack of quorum, the second meeting shall convene without any quorum
prerequisite. The number of members attending this meeting however, cannot be
less than twice the cumulative number of seats in the Board of Directors and
the Board of Auditors. The
list of members, who are entitled to participate in the General Assembly shall be made available at the place of the meeting. The ID cards
issued by public authorities, to be presented by members to enter to the place of
the meeting shall be checked by the Board of Directors or persons assigned
by the Board of Directors. Members shall enter the place of meeting by
putting their
signatures across their names on the list prepared by the Board of Directors. In the
event the meeting quorum is satisfied, a written record shall ascertain the
situation, and the meeting shall be opened by the Chairman of the Board of
Directors or one of the members of the Board of Directors designated by the
Chairman. In the event the meeting quorum is not satisfied, the situation is noted down by the Board
of Directors. Once
the meeting is opened, a Meeting Council shall be set up by electing one
chairman, one vice-chairman and a secretary to supervise the meeting. In the
elections made for the Association's organs, the members, who cast votes,
are, required to present their ID cards to the Meeting Council and sign across their names on the
attendance list. The administration and
security responsibility of the meeting lies on the Chairman of the Meeting Council. Only the items posted on the agenda can be discussed at the General Assembly. Yet, it is obligatory to
include into the agenda any discussion item that is requested by at least one-tenth of the attendants of the meeting. In the General Assembly; the resolutions concerning the election of
members of the Board of Directors and the Board of Auditors shall be passed by
secret voting, and resolutions concerning other
issues shall be passed by open voting, unless otherwise resolved. Secret votes are pieces of papers or ballot
cards initially sealed by the Chairman of the
Council, which are then marked by the members as required
and collected in an empty bowl to be classified openly at the end of
the voting session. Every active member has a
single vote at the General Assembly. Members are required to cast their votes themselves. Honorary
members can participate in the meetings of the General Assembly however can not use the vote. In case a corporate body membership,
the person to be assigned by the board of directors of this entity or the
chairman shall cast the vote. The
items discussed at the meeting and the resolutions adopted shall be written
down in the minutes of meeting, which will be signed jointly by the Chairman,
Vice Chairman and Secretary of the Meeting Council. The minutes of the
meeting and all other documents shall be submitted to the Chairman of the Board of Directors
at the end of the meeting. The Chairman of the Board of Directors is responsible for keeping these documents and
delivering them to the newly elected
Board of Directors, within seven days. Article 10- Duties and Authorities of the General Assembly The issues specified below shall be discussed
and resolved by the General Assembly; 1-Election of the Association's organs, 2- Amendment of the Associations charter. 3- Discussion and resolving of the reports of the
Board of Directors and the Board of Auditors, in addition to release the Board
of Directors from liability; 4-Discussion of the budget prepared by the Board of
Directors and approval or amendment of such, 5- To execute the audit to be held on the other organs
of the association and if necessary, based upon real justification, to dismiss
any; 6- To refuse the membership or to examine the
objections placed against the resolutions of the board of directors then to
take the decision accordingly; 7- Giving authorization to the Board of Directors for
purchasing immovable properties required by the Association or for selling the
existing Immovable properties, 8-Examination of the regulations to be prepared by the
Board of Directors pertaining to the activities of the Association and approval
or amendment of such, 9-Determination of the amount of remunerations, as
well as any and all kinds of allowances, travelling expenses and compensations
to be paid to the chairmen and members of the Board of Directors and the Board
of Auditors of the Association who are not civil servants, and the day rates
and travelling expenses to be paid to the members appointed for the services of
the Association, 10- Participation of the Association to a federation
or its disengagement from a federation, 11- The Association's engagement in international
activities, to participate as a member or to resign from the associations and
entities abroad provided that the requirements as per articles 11 and 43 have
been duly fulfilled; 12-
To enable the Association to set up a foundation; 13- Dissolution of the Association, 14- To consider and resolve other suggestions proposed
by the Board of Directors, 15- To follow up the proceedings as the first entitled
board of the Association and use the authorities; 16- To perform other duties specified in the
legislation to be executed by the General Assembly. Article 11 – Composition of the Board of Directors, Duty and Authorities * The Board of Directors consists
of 9 (nine)
principal and 9 (nine) substitute members, who are elected by the General Assembly among
the active members. The Board of Directors shall distribute its duties among its members and designate a Chairman, a Deputy Chairman, a
secretary and a Treasurer by a
resolution to be taken in the first meeting following the election. The Board of Directors can be called for a
meeting at any time, provided that all
the members are notified. The meeting quorum for the Board of Directors is the one vote plus the half of the
members. The resolutions are passed by
simple majority of members attending the meeting. The Board of Directors
convenes upon call of the Chairman or another member with the presidency of the
chairman or the secretary in case of absence of the chairman. The membership of
the members that do not attend to the consecutive three meetings of the Board of Directors without a
justified excuse shall be deemed as resigned. Eligibility requirements of the members to
be assigned for the Board of the Directors: 1. To be the active member, 2. To have at least 8
articles published in the local magazines related to the shoulder and elbow surgery or
3 articles published in abroad magazines
related to the shoulder and elbow surgery; 3. To be the member in the International
Associations related to the Shoulder and Elbow Surgery or to be eligible as a
member in such; Duties of the Board of Directors The Board of Directors fulfils the following tasks; 1- To represent the Association or to authorize one or
more than one Board Members for this purpose, 2-To make the calculation of income and expenditure
accounts and to prepare the budget of the next term and submit It to the General Assembly; 3- To prepare the regulations pertaining to the
activities of the Association and
submit them to the approval of the General Assembly; 4-Based on the authorization assigned by the General
Assembly, to purchase immovable properties, to sell the
movable and immovable properties of the Association, to construct buildings and facilities, to
enter Into lease agreements, to establish pledge, mortgage
or real rights in favor of the
Association; 5- To implement the resolutions adopted at the General
Assembly to open the branches ; 6- To monitor the branches of the Association and dismiss the branch
executive boards based upon the rightful facts; 7-To open the agencies at the places where are deemed necessary; 8- To implement the resolutions adopted at the General
Assembly; 9-At
the end of each year of activity, to prepare its report explaining the annual
balance sheet of the Association and the activities of the Board of Directors and to present the report to the
General Assembly when convened; 10-To
enable he budget to be applied properly as per the requirements; 11- To resolve matters such as admission of members to
the Association or 12- To adopt any and all kinds of resolutions in order
to realize the purpose of the Association and to put such into practice; 13- To perform other duties and exercise the authorities assigned to it
by the legislation; 14- To increase the contraceptive, curative,
instructive facility and places; to execute, manage the protocols and to
organize the staff ; to arrange and apply the
requirements regarding to the appointment and dismissals. Duties and Authorities of the of the Chairman Article 12- The Chairman
of the Association represents and manages the Association. The Chairman is
authorized to act on behalf of the Board of Directors. Yet one person can be as
elected as Association Chairman consecutively for two terms at most. During
30 days as from the election held by the General Assembly, the Chairman
notifies the Local Authority about the principal and substitute members elected
to act in the other organs of the association along with the Board of
Administration and Auditors. It
provides to be notified the changes in association bodies and settlements to
the local authority within thirty days.
It
provides to be kept book entry and records of association. It
provides to be given the declaration in which the activities and results of
income and expense activities of association are arranged by year end to the
local authority until the end of April at latest every year. In the
event of receiving foreign support, it provides to be received these supports
through the banks. It
provides to be notified the real estates obtained by
association to the local authority within one month as from the date of deed
registration. In the
event of opening a representative office by association, it provides to be
notified the address of representative office and in charge person or persons
to the local authority. It
calls for the board of management to the meeting about important and urgent
issues. It
encourages for the effective and efficient duties of head office and branch and
it is a pioneer in this issue. It
performs duties related other issues mentioned in the legislation to be
performed by the president of association and uses authorities. Duties and Authorities of the Board of Auditors* Article 13- It
consists of 3 permanent members and substitute members until the next general
assembly selection made by general assembly. It is possible that a person whose
term of office is finished could be selected again. It
supervises the association in accordance with the procedures and principles
determined in the association legislation and at one year intervals whether it
performs in accordance with the working issues for maintenance of the aim and
reaching this aim showed in the legislation or not, whether book entry, account
and registrations comply with the association legislation or not. It submits
the results of audit to the board of management and general assembly when they
gather in report form. It
determines working procedure. Chief of the audit council or one of the members
could participate into the board of management meetings, express opinion and
make offer. It is compulsory that association officials shall
submit every kind of information, document and records on demand of the members
of audit council and fulfils the request for entrance to the management places
and institutes.. It performs the other duties mentioned in the
legislation to be performed by audit council and uses authorities. SECTION
IV Miscancellous
Provisions Incomes of the Association * Article 14- Income resources of the
association 1-Membership fee: Monthly 1YTL is received from members
as membership fee. Yearly 12 YTL is received as membership fee.
General assembly is the authorized for increasing and decreasing these amounts.
2-Branch subscription fee: 50% of the member
subscription fees collected by branches for the general expenses of association
are sent to the head office in every six months. 3-Donations and charities to association by real and
legal person voluntarily, 4-Incomes from the activities of tea and dinner
meetings, tour and entertainment, representation, concert, sport competition
and conference hold by association, 5-Incomes obtained from estate of association, 6-Donations and charities to be collected according to
the legislation provisions about charity collection, 7-Earnings obtained from trade activities in order to
provide necessary income for achieving the aim of association, 8- ) Repayments of hospitals, clinics and such like
institutes belonging to the association, 9- Donation 10-Incomes of real estates and monuments donated to the
association and sell of these estates brought to the association, 11-Other donations Article 15- Income and expense procedures of
association Association incomes (there is sample in Association
Legislation Attachment-17) are collected with “Receipt”. In the event of
association incomes are collected through banks, bank receipt or account
summary stand for receipt. Association expenses are done with such expense
documents, invoice, retail sale receipt and self-employed receipt. But for the
payments of association that in the scope of Income Tax Law, in the article of
94, not of expenses is arranged according to the provisions of Tax Law and
payments that are not in this scope, (there is sample in Association
Legislation Attachment-13) “Expense
Receipt” is arranged. Costless estate and service deliveries to the agency
and institute by association (there is sample in Association Legislation
ANNEX-14) are done with “Real Help Delivery Document”. Costless estate and
service deliveries to the association by person, agency and institute (there is
sample in Association Legislation ANNEX-15) are accepted with “Real Help
Received Document”. Procedure in Loan with income and expense* Article 16- association could get into debt with the degree
of board of management in order to achieve its aim and perform its activities
if required. This loan could be in the credit estate and service delivery or in
cash. But this loan could not be in the amounts that are not compensated with
income sources of association and it could not fall the association in a
financial difficulty. Internal Audit of Association Article 17- While internal audit is performed by General Assembly, Board of
Management and Audit Council, independent audit organizations could provide the
internal audit. Audit performed by General Assembly, Board of Management and
independent audit organizations do not cancel the obligation of Audit Council. Audit of association is performed by audit council at
the latest once in a year. General Assembly or Board of Management could
perform audit if required or they allow the independent audit organizations to
perform audit. Liquidation and Dissolution of Association * Article 18- General Assembly of association could always decree the liquidation of the association.
For General Assembly could decree the liquidation of the association, at least
2/3 of the members or delegates entitled to participate into the general
assembly according to the legislation must be present. If majority could not be
constituted in the first meeting, members and delegates are called for the
second meeting. But decree about liquidation must be decided by 2/3 of the
attendant members and delegates in the meeting. In case of liquidation, whole estate, money and rights
of association are conveyed to another association or institute according to
the general assembly degree relevantly. After the completion of the dissolution and transition
of money, estate and rights of these associations, situation is notified to the
local authority of association head offices by transition council within seven
days with a written document and transition proceeding is added to this
document. Opening club and facility Article 19- Association could open, manage and be managed club and facility subject
to permission of related authorities. Establish box Article 20- Association could establish box in order to provide emergency necessities
such as food, clothing and short term credit necessities of its members with
other estate and services provided that association does not share the profit
return interest or provided profit to its members and it does not share profit
with income, interest or other names. Book Entry and Record Article 21- Association keeps compulsory book entry in accordance with the
legislation. Also in accordance with the degree of management board, requested
other book entries are kept. Legislation change Article 22- legislation change is decided by the aye vote of 2/3 of the members
participated into the usual and unusual meetings of general assembly. Provision Deficiency Article 23: In matters not mentioned in this
legislation, the provisions of Associations Law, Turkish Civil Law and
Association Legislation made referring to these laws and provisions of related
other legislation about associations are applied.
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