Cardiovascular Academy Society

STATUTE

Name and Headquarters of the Association

Article 1 – The name of the Association is “Cardiovascular Academy Association.”
The headquarters of the Association is located in İzmir, Turkey.
The Association shall not open any branches

Purpose of the Association, Fields of Activity, and the Scope and Methods of Work to Be Carried Out by the Association

Article 2 –
The Association has been established with the aim of promoting scientific and social collaboration among physicians from various specialties and other healthcare professionals working in the field of cardiology and cardiovascular diseases; to create platforms for collaboration and research in these fields; and to provide both financial and scientific support to individuals and institutions conducting studies related to cardiovascular diseases.

Fields of Activity and Methods of Implementation by the Association

To monitor research and developments in the field of cardiovascular health and to encourage studies and research conducted in this field within the country,
To organize educational activities such as courses, seminars, conferences, and panels for healthcare professionals working in the field of cardiology,
To obtain all types of information, documents, publications, and materials necessary for the achievement of the Association’s objectives; to establish a documentation center; to issue and distribute newsletters, journals, magazines, and books to its members in line with its goals; and to provide communication and information to members via online platforms,
To organize educational and informative meetings for healthcare professionals working in the field of cardiology as well as for the general public,
To ensure a suitable working environment for achieving the Association’s objectives and to procure all necessary technical equipment, fixtures, and stationery materials,
To organize social activities such as dinners, concerts, sports events, trips, and recreational gatherings to foster and maintain interpersonal relationships among members, or to facilitate their participation in such events,
To purchase, sell, lease, rent, and establish property rights on movable and immovable assets as needed for the Association's activities,
To cooperate, in accordance with Article 5 of the Law on Associations, with relevant organizations operating in similar fields both domestically and internationally,
When deemed necessary and without prejudice to the provisions of 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 within their respective areas of responsibility,
To establish foundations, institutions, and commercial enterprises in order to carry out these activities,
To promote, guide, and support clinical, epidemiological, and other scientific studies related to the prevention, diagnosis, and treatment of cardiovascular diseases.

Field of Activity of the Association

The Association operates in scientific and social domains.

Organs of the Association

Article 6 – The organs of the Association are as follows:

General Assembly
Board of Directors
Supervisory Board (Audit Committee)

Duties and Powers of the Board of Directors

The elected full members of the Board of Directors shall assign roles among themselves and elect the following: a President, two Vice Presidents, a General Secretary, two Assistant Secretaries, a Treasurer, and four Members.

President: Represents the Association both domestically and internationally. Ensures the implementation of the decisions made by the Board of Directors. Presides over board meetings. Reviews and approves the income and expenditure documents together with the Treasurer.
Vice President: Coordinates between the working bodies and the Board of Directors.
General Secretary and Assistant Secretaries: Responsible for organizing internal and external correspondence, preparing the agenda for Board meetings, and ensuring that necessary records and decisions are properly documented and submitted.
Treasurer: Responsible for the regular tracking of expenditures and revenues, and the safekeeping of valuable documents.
Members: Participate in the Board meetings with voting rights and undertake tasks assigned by the Board.

Individuals who have provided significant material or moral support to the Association may be accepted as honorary members by decision of the Board of Directors.

Resignation from Membership

Article 4 – Any member has the right to resign from the Association, provided that the resignation is submitted in writing. The resignation becomes effective once the resignation letter is received by the Board of Directors. Resignation does not absolve the member of any outstanding debts to the Association.

Termination of Membership

Article 5 – Grounds for expulsion from the Association are as follows:

Acting in violation of the Association's bylaws,
Engaging in behavior that is incompatible with the honor, dignity, or activities of the Association,
Failure to pay membership dues for two consecutive years despite written warnings,
Failure to comply with the decisions made by the Association’s organs,
Losing the legal qualifications required for association membership under the Law on Associations.

In the event that any of the above circumstances are identified, the member shall be expelled by decision of the Board of Directors.

Members who resign or are expelled shall be removed from the membership registry by the Board of Directors and shall not have any claim over the assets of the Association.

Association Bodies

Article 6- The bodies of the Association are as follows:

General Assembly
Board of Directors
Auditing Committee

Duties and Powers of the Board of Directors:

The elected principal members shall assign duties among themselves and appoint a President, two Vice Presidents, a General Secretary, two Assistant General Secretaries, a Treasurer, and four Members.

President: Represents the association both domestically and internationally. Ensures the implementation of the board decisions. Chairs board meetings. Reviews and approves the association’s income and expenditure accounts and documents together with the Treasurer.
Vice President: Ensures coordination between the working bodies and the board of directors.
General Secretary and Assistant: Organizes internal and external correspondence. Prepares the agendas for the board of directors, ensures the recording and notification of necessary books and decisions.
Treasurer: Responsible for regularly tracking expenditures and revenues and safeguarding valuable documents.
Member: Participates in Board of Directors meetings with voting rights and undertakes tasks assigned by the board.

Duties and Activities of Working Institutions (Groups, Platforms):

These are scientific committees formed by the Board of Directors to operate under its supervision in line with the purposes outlined in the Association’s charter.

Members of these working institutions are not required to be members of the Association.

They aim to encourage and organize research related to their respective subjects, especially at the national or regional level, and to organize and coordinate multi-center studies. If possible, they also ensure the country's participation in international, multi-national, multi-center studies. For each study, they must prepare a detailed project and protocol in advance and submit it for approval to the Board of Directors. Project work must comply with scientific and statistical standards, and particularly with ethical norms in the context of clinical studies.

These institutions may not independently organize scientific meetings or congresses separate from the Association’s events.

Their terms of duty run parallel to that of the Board of Directors and last for three years.

Formation, Meeting Time, and Procedures for Calling and Conducting the General Assembly

Article 7- The General Assembly is the highest decision-making body of the Association and consists of registered members.

The General Assembly:

Convenes ordinarily at the time specified in this charter,
May convene extraordinarily within thirty days upon request by the Board of Directors, the Auditing Committee, or one-fifth of the members in writing.

The ordinary General Assembly convenes once every three years, in December, on the date, time, and at the place determined by the Board of Directors.
It is called to meeting by the Board of Directors.
If the Board fails to call the General Assembly to meet, a peace court judge shall assign three members to convene the General Assembly upon the application of a member.

Procedure for Calling:

-The Board of Directors prepares the list of members eligible to attend the General Assembly in accordance with the Association’s charter. Members are invited to the meeting at least fifteen days in advance, by announcement in a newspaper, or via written or electronic communication, indicating the date, time, place, and agenda of the meeting. This notice must also state the date, time, and place of the second meeting in case a quorum is not reached in the first.

-The interval between the first and second meetings cannot be less than seven days and more than sixty days.
If the meeting is postponed for any reason other than the lack of quorum, members must be informed, in accordance with the procedure for the initial call, including the reasons for the postponement. The second meeting must be held within six months from the date of postponement. Members shall be re-invited to the second meeting under the same principles as the first.

-The General Assembly meeting cannot be postponed more than once.

Meeting Venue

The meeting shall be held at a location within the province boundaries where the Association’s headquarters is located, as determined by a resolution of the Board of Directors. In exceptional cases, the meeting may be held elsewhere upon unanimous decision of the Board of Director

Meeting Procedure

The General Assembly convenes with the absolute majority of members entitled to participate; however, for amendments to the charter or dissolution of the association, the participation of two-thirds of these members is required. If the meeting is postponed due to lack of quorum, no quorum is required for the second meeting. However, the number of members attending the second meeting may not be fewer than twice the total number of members of the Board of Directors and Auditing Committee.

A list of members entitled to participate in the General Assembly shall be available at the meeting venue. Members entering the venue must present official identification issued by authorities, which will be checked by members of the Board of Directors or designated officials. Members sign next to their names on the attendance list prepared by the Board before entering the meeting.

If the quorum is met, a record is prepared, and the meeting is opened by the Chairperson of the Board or a Board member appointed by them. If the quorum is not met, this is also recorded in a report by the Board.

Following the opening, a Chairperson, along with sufficient Vice-Chairpersons and secretaries, is elected to form the Presiding Committee to manage the meeting.

For the elections of association bodies, voting members must present identification to the Presiding Committee and sign next to their names on the attendance list.

The conduct and security of the meeting are the responsibility of the Chairperson of the Presiding Committee.

Only the items listed in the agenda may be discussed at the General Assembly. However, items proposed in writing by one-tenth of the attending members must be added to the agenda.

Each member has one vote and must cast it in person. Honorary members may attend the General Assembly but do not have voting rights. In the case of legal entity members, the vote is cast by the chairperson of the entity’s board or a duly authorized representative.

Matters discussed and resolutions adopted during the meeting shall be recorded in a minutes document, signed jointly by the Chairperson of the Presiding Committee and the secretaries. At the end of the meeting, the minutes and other documents shall be handed over to the Chairperson of the Board of Directors, who is responsible for their safekeeping and for transferring them to the newly elected board within seven days.

Voting and Decision-Making Procedures of the General Assembly

Article 8 – Unless otherwise decided, elections for the Board of Directors and Auditing Committee are conducted by secret ballot, while decisions on other matters are made by open voting.
Secret ballots are cast using sealed papers or ballots stamped by the meeting Chairperson, deposited into a blank container, and counted openly after voting concludes.

For open voting, the method is determined by the Chairperson of the General Assembly.

General Assembly resolutions are adopted by the absolute majority of attending members. However, amendments to the charter and dissolution of the association require a two-thirds majority of those present.

Decisions Made Without a Meeting or Without an Official Call

Decisions made with written participation of all members without convening a meeting, or decisions made by all members without following the formal call procedures stated in the charter, are valid. However, such decisions do not substitute for the official ordinary General Assembly meeting.

Duties and Powers of the General Assembly

The following matters fall under the authority of the General Assembly:

Election of the association's governing bodies,
Amendment of the association’s charter,
Discussion of reports by the Board of Directors and Auditing Committee and release of the Board from liability,
Discussion and approval (with or without amendments) of the budget prepared by the Board of Directors,
Granting the Board authority to purchase or sell immovable property on behalf of the association,
Reviewing and approving internal regulations prepared by the Board of Directors regarding association activities,
Determining the salaries, allowances, travel expenses, and compensations to be paid to non-public servant presidents and members of the Board and Auditing Committee, and per diems and travel expenses for members assigned to association services,
Deciding on participation in or withdrawal from a federation, and authorizing the Board of Directors in this regard,
Approving the association's engagement in international activities, participation in or withdrawal from international associations and organizations,
Establishing a foundation by the association,
Dissolution of the association,
Reviewing and resolving other proposals by the Board of Directors,
Fulfilling other duties assigned to the General Assembly by legislation.

The General Assembly supervises other governing bodies of the association and may dismiss them for justified reasons at any time.

The General Assembly has the final decision-making authority on matters of membership admission and dismissal. As the supreme body of the association, it carries out duties and exercises powers not assigned to any other body.

Formation, Duties, and Powers of the Board of Directors

Article 10 – The Board of Directors shall be elected by the General Assembly and shall consist of eleven principal and five substitute members.
At its first meeting following the election, the Board of Directors shall assign duties among its members by resolution, appointing a President, Vice Presidents, a General Secretary, an Assistant General Secretary, a Treasurer, and other members.

The Board of Directors may be convened at any time, provided that all members are duly notified. A meeting is valid with the attendance of more than half of the total number of members. Decisions are taken by an absolute majority of the members present at the meeting.

In the event of a resignation or any other vacancy among the principal members, the substitute members shall be appointed in the order of votes received at the General Assembly. If necessary, the Board shall determine the specific duties of the newly appointed member through a new distribution of responsibilities.

Members who wish to be candidates for the Board must submit a written application to the Association’s presidency at least one week before the General Assembly, specifying the position for which they are applying.

Duties and Powers of the Board of Directors

The Board of Directors shall carry out the following:

Represent the Association, or authorize one or more of its members for this purpose,
Carry out income and expenditure transactions and prepare the budget for the upcoming term to be submitted to the General Assembly,
Draft internal regulations related to the Association’s activities and submit them to the General Assembly for approval,
With the authority granted by the General Assembly, acquire immovable property, sell movable and immovable property belonging to the Association, construct buildings or facilities, enter into lease agreements, establish pledges, mortgages, or other real rights in favor of the Association,
Establish representation offices where necessary,
Implement the decisions made by the General Assembly,
At the end of each fiscal year, prepare the operating account table or balance sheet and income statement, as well as the Board of Directors’ report,
Ensure the preparation and implementation of the budget,
Decide on membership admissions and expulsions,
Take and implement all types of decisions necessary to achieve the Association's objectives,
Perform other duties and exercise powers granted by legislation,
Prepare plans and programs related to the Association’s scientific and social events and publications,
Determine the personnel to be employed by the Association and their remuneration,
Decide on the Association’s expenditures and ensure the collection of revenues,
When deemed necessary, and upon the President’s recommendation, appoint non-voting advisory members from among individuals who have specialized in specific fields or who have previously served on the Board of Directors; invite these members to Board meetings as needed to consult their opinions and assign them duties in the Association’s areas of activity.

Formation, Duties, and Powers of the Auditing Committee

Article 11 – The Auditing Committee is elected by the General Assembly and consists of three principal and three substitute members.
In the event of resignation or other vacancy among the principal members, substitute members shall be appointed in the order of votes received at the General Assembly.

Duties and Powers of the Auditing Committee

The Auditing Committee shall monitor:

Whether the Association operates in line with the objectives stated in its charter and the work areas designated to achieve these objectives,
Whether the Association's books, accounts, and records are kept in accordance with applicable laws and the charter.

The committee shall conduct audits at intervals not exceeding one year and submit the results in a report to the Board of Directors and to the General Assembly when it convenes.

The Auditing Committee is also authorized to call the General Assembly to an extraordinary meeting when necessary.

Sources of the Association’s Income

Article 12 – The sources of income for the Association are as follows:

Membership Fees: An entrance fee of 10 TL and an annual fee of 5 TL shall be collected from members. The General Assembly is authorized to increase or decrease these amounts.
Donations and contributions voluntarily made to the Association by real persons and legal entities.
Income generated from activities such as tea parties, dinners, trips, entertainment events, performances, concerts, sports competitions, and conferences organized by the Association.
Income derived from the Association’s assets.
Donations and contributions collected in accordance with legislation on fundraising.
Revenues obtained from commercial activities undertaken by the Association to generate the income necessary for achieving its objectives.
Other income.

The Association’s cash assets shall be deposited in national banks under the Association’s name or preserved in bank custody in the form of investment funds, foreign currency, government bonds, or treasury bills.

Bookkeeping Principles and Methods, and Required Books

Article 13 –

Bookkeeping Principles:

The Association shall maintain its books on a single-entry (operating account) basis. However, if the annual gross income exceeds the threshold stated in Article 31 of the Associations Regulation, double-entry (balance sheet) accounting shall be applied starting from the following accounting period.
If the income falls below this threshold for two consecutive accounting periods, the Association may revert to the operating account method in the following year.
Regardless of thresholds, the Board of Directors may choose to switch to the balance sheet basis by resolution.
If a commercial enterprise is established, additional books shall be maintained for that enterprise in accordance with the provisions of the Tax Procedure Law.

Recording Method:

The Association's books and records shall be maintained in accordance with the principles and procedures specified in the Associations Regulation.

Required Books:

a) Books to be kept under the operating account basis:

Resolution Book: All Board of Directors’ resolutions are written in chronological and numerical order and signed by all members who attended the meeting.
Membership Register: Records the identity details of members, their dates of admission and resignation. Membership fees may also be recorded.
Incoming/Outgoing Correspondence Register: All documents are recorded with date and serial number. Originals of incoming and copies of outgoing documents are filed. Emails must be printed and archived.
Operating Account Book: All income and expenditure items are recorded clearly and regularly.
Receipt Register: Serial and sequence numbers of receipt slips, along with the names, signatures, and dates of persons who received and returned them, are recorded.
Fixed Assets Register: Records the acquisition date, form of acquisition, location of use, and disposal of depreciated items.

Keeping the Receipt Register and Fixed Assets Register is not mandatory.

b) Books to be kept under the balance sheet basis:

Items (1), (2), and (3) from section (a) shall still be maintained.
Journal (Yevmiye Defteri) and General Ledger (Büyük Defter): These books are maintained according to the principles set out in the Tax Procedure Law and the accounting standards published by the Ministry of Finance.

Certification of Books:

Required books (excluding the General Ledger) must be certified by the provincial directorate of associations or a notary before use. Books may be used until all pages are filled. No interim certification is needed. However, the Journal must be recertified every year in December before the year it will be used.

Preparation of Income Statement and Balance Sheet:

If records are kept using the operating account method, an Operating Account Statement (as per Annex-16 of the Associations Regulation) shall be prepared at year-end (December 31).
If using the balance sheet method, a balance sheet and income statement shall be prepared at year-end in accordance with the accounting standards published by the Ministry of Finance.

Income and Expenditure Transactions

Article 14 –

Income and Expense Documents:

Association revenues are collected with a Receipt Slip (Annex-17 of the Associations Regulation). If the income is collected through banks, the bank receipt or account summary replaces the official receipt.
Expenses are documented with invoices, retail receipts, or professional service invoices. For payments under Article 94 of the Income Tax Law, an Expense Voucher is used. For payments not covered under that article, a Payment Receipt (Annex-13) or a Bank Receipt may be used.
Free delivery of goods or services to individuals or institutions by the Association is documented with a Donation Delivery Certificate (Annex-14). Goods or services donated to the Association are recorded using a Donation Receipt Certificate (Annex-15).
These documents must:

Match the formats and dimensions specified in the annexes,
Have sequential serial and number codes,
Be printed as booklets with 50 original and 50 duplicate pages or in continuous/electronic form.

Receipt Slips:

Receipt slips to be used for collecting income (Annex-17) are printed by a printing house upon decision of the Board of Directors.
Procedures for printing, receiving, recording, transferring between treasurers, and the use of these receipts by authorized individuals are conducted in accordance with the Associations Regulation.

Authorization Certificates:

Persons (excluding principal Board members) who are authorized to collect income on behalf of the Association are designated by Board resolution, with the duration of their authority specified.
An Authorization Certificate (Annex-19) containing the individual's identity, signature, and photo is issued in two copies and approved by the President of the Board.
Principal Board members may collect income without such a certificate.

Authorization certificates may be valid for up to one year.
Upon expiry, a new certificate must be issued.
If the individual resigns, is dismissed, or dies, the certificate must be returned to the Board within one week.
The Board may cancel the certificate at any time by resolution.

Declaration Submission

Article 15 – The “Association Declaration” regarding the activities of the association and its income and expense transactions for the previous year (as specified in Annex-21 of the Associations Regulation) shall be completed by the board of directors and submitted by the president of the association to the local administrative authority within the first four months of each calendar year.

Notification Obligations

Article 16 – Notifications to be made to the local administrative authority:

General Assembly Result Notification

Within thirty days following ordinary or extraordinary general assembly meetings, the “General Assembly Result Notification” (Annex-3 of the Associations Regulation), including the principal and substitute members elected to the board of directors, supervisory board, and other bodies, shall be submitted to the local administrative authority by the president of the board of directors.

The following documents shall be attached to the general assembly result notification:

A copy of the general assembly meeting minutes signed by the chair of the meeting, deputy chairs, and the secretary,
If there is a bylaw amendment, a copy of the amended and original texts of the articles, along with a copy of the updated bylaw, each page signed by the board of directors.

Declaration of Real Estate

Real estate acquired by the association must be reported by submitting the “Real Estate Declaration” (Annex-26 of the Associations Regulation) to the local administrative authority within thirty days of its registration at the land registry.

Notification of Receiving Aid from Abroad

If the association intends to receive aid from abroad, it must notify the local administrative authority by submitting two copies of the “Foreign Aid Notification Form” (Annex-4 of the Associations Regulation) before receiving the aid.

The notification must include:

A copy of the board resolution approving the foreign aid,
If applicable, protocols, contracts, or similar documents regarding the aid,
A copy of bank receipts or statements showing the transfer of the aid.

Cash donations must be received through banks, and the notification requirement must be fulfilled before the funds are used.

Notification of Joint Projects with Public Institutions

If the association engages in a joint project with a public institution relevant to its field of activity, a copy of the protocol and the project must be attached to the “Project Notification” (Annex-23 of the Associations Regulation) and submitted to the governor’s office of the province where the association is headquartered, within one month of the protocol date.

Change Notifications

Change of Headquarters Address must be reported using the “Headquarters Address Change Notification” (Annex-24 of the Associations Regulation).
Changes in Association Bodies (outside of the general assembly) must be reported using the “Notification of Changes in Association Organs” (Annex-25 of the Associations Regulation) within 30 days of the change.
Amendments to the Bylaws must be reported to the local authority within 30 days following the general assembly in which the change was made, attached to the general assembly result notification.

Establishing Representative Offices

Article 17 – The association may establish representative offices by decision of the board of directors to carry out its activities where necessary.
The address of the representative office must be reported in writing to the local administrative authority by the person(s) appointed by the board as representatives.
Representative offices are not entitled to be represented in the general assembly.

Internal Audit of the Association

Article 18 – Internal audits may be conducted by the general assembly, the board of directors, or the supervisory board. Independent auditing firms may also be commissioned.
Audits carried out by the general assembly, board of directors, or an independent firm do not relieve the supervisory board of its responsibilities.

The supervisory board must audit the association at least once per year.
The general assembly or the board of directors may also initiate additional audits or appoint an independent firm to conduct them if necessary.

Borrowing Procedures of the Association

Article 19 – The association may borrow funds if needed, by decision of the board of directors, in order to achieve its objectives and carry out its activities.
This borrowing may be in the form of goods or services on credit or cash loans.
However, the borrowing must not exceed the association’s ability to repay from its income and must not place the association in financial distress.

Procedure for Amending the Bylaws

Article 20 – The bylaws of the association may be amended by a decision of the general assembly.

To amend the bylaws:

A 2/3 majority of members eligible to attend must be present at the meeting.
If this quorum is not met, the meeting is postponed. In the second meeting, a quorum is not required, but the number of attendees must not be less than twice the total number of board and supervisory board members.

To pass the amendment:

2/3 of the votes of attendees with voting rights must be in favor.
The vote is conducted openly during the general assembly.

Dissolution of the Association and Disposal of Assets

Article 21 – The general assembly may decide at any time to dissolve the association.

To convene a meeting to discuss dissolution:

2/3 of members eligible to attend must be present.
If this quorum is not met, the meeting is postponed. In the second meeting, a quorum is not required, but the number of attendees must not be less than twice the total number of board and supervisory board members.

To approve the dissolution:

2/3 of the votes of attendees with voting rights must be in favor.
The vote is conducted openly during the general assembly.

Liquidation Procedures

In the event that the general assembly decides to dissolve the association, the liquidation of the association’s cash, assets, and rights shall be carried out by a liquidation board composed of the last members of the board of directors. These procedures begin from the date on which the general assembly decision regarding dissolution is made or from the date the automatic dissolution becomes final.

During the liquidation period, all documents and transactions shall be conducted under the name:
"Cardiovascular Academy Association in Liquidation" (Tasfiye Halinde Kardiyovasküler Akademi Derneği).

The liquidation board is responsible and authorized to carry out all procedures for the liquidation of the association’s cash, assets, and rights in accordance with the law. The board shall first examine the association’s accounts. During the examination, the association’s books, receipts, expense documents, title deeds, bank records, and other documents shall be identified and a report of assets and liabilities shall be prepared.

During the liquidation process:

Creditors of the association shall be notified,
Assets, if any, shall be converted to cash and used to pay debts,
If the association is owed money, receivables shall be collected.

After collection of receivables and payment of debts, any remaining cash, assets, and rights shall be transferred to the entity designated by the general assembly. If no such entity is designated, the remaining assets shall be transferred to an association located in the same province that has the closest purpose to the dissolved association and has the highest number of members at the time of dissolution.

All liquidation proceedings must be recorded in a liquidation report and completed within three months, unless an extension is granted by the local administrative authority for justified reasons.

Upon completion of the liquidation and transfer of the association’s cash, assets, and rights, the liquidation board must notify the local administrative authority in writing within seven days and attach a copy of the liquidation report.

The association’s books and documents shall be kept by the last board members acting as the liquidation board. This duty may also be assigned to a single board member. The books and documents must be preserved for five years.

Lack of Provision

Article 22 – In matters not specified in this charter, the provisions of the Law on Associations, the Turkish Civil Code, the Associations Regulation issued under these laws, and other applicable legislation regarding associations shall apply.