Charter – Small Hotels Association of Turkey

Name and Center of the Association

Article 1– Name of the Association: “Small Hotels Association”, The headquarters of the association is in Istanbul.

The purpose of the association and the subjects and forms of work to be carried out by the association to realize this purpose and its field of activity

Article 2-The aim of the association is to bring together qualified, small and boutique hotels operating in Turkey under one roof, to prepare an environment for the exchange of activities and ideas that will support the development of their sector and thus Turkish tourism, and to provide all kinds of support that will benefit the members by creating effective management,

To meet the common needs of the members of the profession who are or may be covered by the Tourism Legislation, especially the Hotel Management profession, to facilitate their professional activities, to ensure the development of the profession in accordance with the general interests of the profession, to make honesty and trust prevail in the relations of the members of the profession with each other and with the public, to protect professional discipline and ethics, To carry out scientific and practical studies on issues, problems and solutions related to tourism, to contribute to such studies, to ensure the development of tourism and touristic facilities in accordance with the requirements of tourism, to ensure liaison and coordination among its members and with departments, institutions, organizations and persons directly and indirectly related to tourism in this direction and to represent its members within and outside the sector,

Hotels (starred), mansions, palaces, mansions, aparts, and the like, such as restored or reconstructed facilities brought to tourism through restoration or reconstruction, special facilities, boutiques, hostels, aparts and starred facilities, mansion houses, authentic, design, historical mansions, historical hotels and businesses from the Ministry of Culture and Tourism.

Field of Activity of the Association;

Association, It operates in the social field, at home and abroad, in accordance with the provisions of the Statute.

a) In order to ensure the development of tourism with all its functions for the benefit of the country, to ensure the establishment of professional unity and solidarity in order to provide effective and regular service to all its members, to realize the cooperation and coordination of the members with each other, to coordinate their relations with public and private sector institutions and organizations related to tourism, to ensure the rapid and accurate exchange of information between them,
b) To prepare proposals to improve the existing and to be enacted laws and regulations on issues within the scope of the tourism industry, to convey these proposals to the relevant institutions and organizations, to conduct negotiations, to fulfill the duties to be assigned within this framework, to submit opinions and representatives to the Ministry on tourism-related issues,
c) To pioneer in the marketing, promotion and sales development activities of the sector, to conduct and implement the necessary research, to develop an effective marketing system, to engage in collective marketing activities, to provide domestic and international statistical information and data related to the sector and all sub-sectors and to announce them to its members. To create information stores and systematic information archives on these subjects. To make the necessary researches on prices, unit prices and price analyzes and notify them to its members.

ç) To develop an effective training and certification system in administrative and technical fields, to organize courses and seminars, panels, conferences, symposiums or to cooperate with organizations dealing with these issues, to encourage the work of scientific, vocational education and training institutions and similar organizations in these fields with all kinds of assistance and support, and to pioneer the use of the results of research,

d) Monitoring world tourism movements, tourism education, promotion, public relations, liaison, accommodation, food and beverage and entertainment services, collecting and distributing information and assisting its members in similar matters, conducting and conducting researches, studies, presenting the results to the benefit of all interested parties, working to correct the deficiencies of the facilities by taking into account international standards, researching and distributing financial resources to meet the needs of the facilities,
e) To participate in organizations, institutions and commissions related to tourism, to send representatives, to become a member, to cooperate with other public and private organizations and individuals as well as the relevant Ministries in the field of tourism industry,
f) To produce and distribute publications, develop web, social media, visual and print media and an effective marketing system in line with its objectives.
g) To protect all kinds of rights of its members regarding their activities, to apply for the necessary legal remedies, to file administrative and judicial lawsuits, to follow up and to take the necessary legal actions to finalize.
h) To develop an autocontrol system among the members in terms of the qualifications of managers, quality, prices, personnel and customers, to assist in the determination of price policy, price setting and determination, to take necessary measures to prevent unfair competition among its members, to warn members who cause unfair competition, to terminate the membership of these members in accordance with the provisions of the statute when necessary.
i) To encourage the construction of infrastructural facilities, production of consumer goods, domestic tourism for the development of tourism, to make efforts to extend the tourism season, to organize sports and other activities including winter, water sports, health tourism and faith tourism in order to benefit from the natural, historical, archaeological and sociocultural values of the country, To open exemplary facilities, to establish the necessary organization for this, to promote Turkish handicrafts, folklore, to organize festivals, carnivals, competitions, fairs, to try to prevent activities that clearly constitute unfair competition against its members in accordance with the TCC and business ethics, to take the necessary measures; to take legal action when necessary.
j) To cooperate with the press, TV and broadcasting organizations for the promotion of our country and our member hotels and to carry out all necessary procedures before these institutions.
k) Inviting famous tourism writers and representatives of travel agencies abroad to our country and thus developing cooperation opportunities.
l) To reward the operators who provide successful services in the field of tourism, and to make these activities traditional.
m) To establish a good dialogue with touristic goods sellers and to make their behavior more attractive to tourists, to organize training seminars, panels and conferences with experts in this field.
n) To establish companies or to participate in established companies, associations, foundations, to establish economic enterprises, to establish companies or to participate in established companies, associations, foundations that will fall within the objectives and fields of activity of the Association,
o) To carry out international activities or cooperation in order to realize the objectives of the Association as shown in the Statute, to open representative offices abroad, to establish associations or supreme organizations abroad, to join associations and federations or organizations established abroad, to participate in organizations with similar purposes in Turkey and abroad, to become a member, to establish relations, to carry out joint studies, to participate in exchanges, fairs and exhibitions related to tourism management organized at international level, to organize exhibitions and fairs,
p) To give due importance to the environment for the purpose of sustainable tourism, to be sensitive about environmental order, to cooperate with relevant organizations
r) Participating in temporary unions without legal personality formed by associations among themselves or with foundations, trade unions and similar non-governmental organizations under the names of initiative, movement and similar names in order to achieve a common goal,
s) To lead the establishment of rational relations between its members and/or the sector organizations they belong to, and to act as an arbitrator in disputes that arise if they wish.

ş) To establish Arbitration Boards within its own body or together with professional organizations, to prepare and amend the Arbitration Regulation, to prepare and amend the Arbitration Regulation in order to resolve the disputes arising between the members and each other or other organizations or customers in the tourism sector “not related to public order”, specific to tourism, related to trade and consumer rights, provided that they are authorized by the relevant parties, according to the arbitration procedures set out in Articles 516 and following articles of the Code of Civil Procedure.

t) Within the tourism sector itself and with other organizations and sectors that are directly or indirectly related to the tourism sector more ensure positive cooperation,
u) To search for and allocate resources to meet the needs of touristic facilities that are in the establishment or project period,

ü )To establish committees that determine policies on tourism, distribute funds or scholarships or awards, provide consultative services, act as coordinators, carry out physical planning studies, contribute directly or indirectly to tourism, to provide membership and representation in public or private sector organizations and committees working on these issues, to represent the sector in the shura, committees and commissions to be established in accordance with the laws,

v)Conducting and commissioning studies and inventories related to the tourism industry and participating in such studies of other organizations,

y) Encouraging the tourism sub-industry and creating these studies,
w) To help benefit from domestic and foreign experts in tourism and its sub-industry, to help the tourist facilities in need of personnel, to organize qualified personnel training seminars in tourism regions in this field, to enter into cooperation with persons and institutions producing services in this field, to help its members to provide wholesale or retail materials from domestic and foreign markets, to operate by establishing economic enterprises when necessary to produce such services.
z) “To open or operate exemplary facilities, to establish and operate the necessary organization for this purpose, in this context, “To establish a school or training center to promote Turkish Cuisine in particular and to train master chefs in Turkish and World Cuisine”.

Article.3 Forms of work to be carried out for the realization of the purpose of the association

1-Conducting research for the activation and development of its activities,

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

3-To provide all kinds of information, documents, documents and publications necessary for the realization of its objectives, to create a documentation center, to publish publications such as newspapers, magazines, books and bulletins in line with its objectives in order to announce its activities,

4-To provide a healthy working environment for the realization of the purpose, to provide all kinds of technical tools and equipment, fixtures and stationery materials,

5-To carry out fundraising activities and accept donations from within and outside the country, provided that the necessary permissions are obtained,

6-To establish and operate economic, commercial and industrial enterprises in order to provide the revenues it needs for the realization of the objectives of the Statute,

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

8-To organize dinner meetings, concerts, balls, theaters, exhibitions, sports, excursions and fun events, etc. in order to develop and maintain human relations among its members or to ensure that its members benefit from such activities,

9-To purchase, sell, lease, rent, lease out and establish real rights on immovable and immovable property needed for the activities of the Association,

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

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

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

13-Establishing a fund for the purpose of meeting the members of the Association’s essential needs such as food, clothing and other goods and services and short-term credit needs,

14-To open representative offices where deemed necessary,

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

16.To accelerate the activities of the association by establishing Regional Representative Offices in Tourism Regions. Formation of regional representative offices; Regional representative offices are determined by taking into account the number of members in the tourism region. Minimum for 15 members in each tourism region. 1 (one) representative will be essential. Example; In a Tourism Region with 40 members, min. 3 Regional Representatives. The first Regional Representatives are appointed by the Founding Board of Directors and the following ones are appointed by the Board of Directors to be elected at the first general assembly. In the following periods, the member hotels in the Regions elect the members who will represent their regions in the Small Hotels Association by elections to be held among themselves in each management period. Any member can be a candidate for the representative elections. The members who receive the highest number of votes become the Regional Representative(s) respectively. Each regional representative can hold this position for a maximum of 2 (two) years. After the term of office, he/she cannot assume the same duty again until 2 terms (4 years) have passed.

17.The Board of Directors of the Association appoints a “Membership Development Committee” from among the members of the Association to serve each term. Members of this committee work together with all regional representatives and contribute to the recruitment of qualified members who will add value to the association with their participation.

Article 4– Right to Become a Member and Membership Procedures

How to become a member of the Association; Real and legal entities can apply for membership to the Association with the written proposal of “at least two members of the Association” to the Board of Directors. This condition is not required for founding members.

Hotels, mansions, palaces, mansions, apartments, and similar facilities that are restored or reconstructed to tourism through restoration or reconstruction, private facilities, boutiques, pensions, apartments and starred facilities, mansion houses, authentic, design, historical mansions, historical hotels, such as the owners of businesses, professional persons authorized by the business owner can also become members of the association. If these professional managers authorized by the business owner have ceased to work in the hotel / business that is a member of the Association, the right to represent the hotel in the Association ends. However, until the business owner authorizes a new professional, he/she uses the representation authority in the Association.

Foreign natural and legal persons must also have the right to work or reside legally in Turkey in order to become a member of the association. This condition is not required for honorary membership.

The original members of the Association are the founders of the Association and the persons who are accepted for membership by the Board of Directors upon their application. Real persons who have provided significant material and moral support to the Association or who will add value to the Association with their assets or who will have potential benefits may be accepted as honorary members with the decision of the Board of Directors.

Honorary membership is valid for 2 years and the continuation of honorary memberships is evaluated, continued or terminated by each new administration.

4.1 Membership Criteria

It is not possible for “mass tourism hotels” that do not comply with the business spirit and operating principles of Small Hotels in their regions and serve with a very high number of rooms to be a member of the association. That is to say; No business with more than 130 rooms on a single parcel and a single building can be a member of the Small Hotels Association.

In addition, the “Regional Representatives” to be appointed by the Board of Directors of the Association will first determine the “maximum number of rooms” of the businesses in the tourism region within the criteria for membership and notify the Association management in writing, and the Board of Directors of the Association will mainly evaluate the membership proposals from the regions.

The criteria for the number of rooms in the regions can be changed by a majority vote of the members of the Association in the region. The Board of Directors of the Association is not authorized to change the criteria for the number of rooms from the regions.

In regions where the number of rooms is not pre-determined or in regions that do not want to limit the number of rooms in their region, this requirement is not required, but in any case, the number of rooms in these hotels cannot exceed 130.

4.2. “Membership Acceptance Procedure” for Candidate Members of the Association

Small Hotels Association Board of Directors, Membership Committee, Regional Representative / s carry out their work within the framework of the following principles in order to recruit a new member to the Small Hotels Association and fill out the forms below and send them to the Small Hotels Association headquarters. The criteria and points written in Annex.2 (attached to the Statute) can only be changed by General Assembly Decisions.

– In the application of the form, scores start from zero and the maximum scores for each criterion are

stated.

– For direct applications from Tourism Regions to the Small Hotels Association Board of Directors or office, the application is forwarded to the Turkoder representative(s) in the region where the applicant business is located. The representative(s) of the Small Hotels Association in the region will visit the establishment by making an appointment with the owner/operator/manager of the establishment within 7 days following the transmission of this application information to them, and within the scope of this visit, they will convey information about the Small Hotels Association, and then . They will obtain the information written in ANNEX.1 and other information that will get to know the business in every aspect, and then fill out ANNEX.1 and have it signed by the business authorities.

Following their visit to the establishment, the representative(s) of the Small Hotels Association, in the light of their observations as well as the information they have received/learned, fill in the Annex.2 Evaluation Form and make a score evaluation, indicate their additional opinions, if any, sign and attach (Annex 1, Annex.2) and send it to the attention of the Board of Directors to the headquarters of the Small Hotels Association.

In case of written insistence / objection of the enterprises that do not receive sufficient points from the regional representative / s of the Small Hotels Association, at least 3 members of the Board of Directors of the Association or 3 members of the Association consisting of different regions to be appointed by the Board of Directors, this enterprise can be visited for the 2nd time and evaluated.

-Within 30 days following the receipt of the ANNEXES (ANNEX 1 and 2) to the head office, the membership application is evaluated by the Board of Directors, the membership procedures of the member candidate, whose membership criteria for the Small Hotels Association are sufficient and appropriate, are concluded quickly and the acceptance of the membership is notified to the member candidate in writing and they are requested to deposit their membership fees within 14 working days. Notifications are made by Electronic Mail / Mail / Fast Shipping.

-The candidate member, whose membership is approved and notified to him in writing, pays his dues to the bank of the association.

shall become an official member on the day it is deposited into their account.

– In order for the candidate to be accepted as a member, a minimum score of 80 points out of 100 points is required from the criteria specified in Annex 2. A member with less than 80 points cannot be a member of the Small Hotels Association. The member whose membership is rejected does not have the right to apply for membership for a second time within the same management period. The member in question may apply to the Regional Representatives in the next management period and request a re-evaluation of his/her hotel. A member who receives an evaluation score below 80 points for the second time and whose membership is not accepted by the Board of Directors does not have the right to apply for membership for the third time.

Article 5– Unsubscribing

Each member has the right to withdraw from the Association upon written notice.

As soon as the member’s resignation petition reaches the board of directors, the exit procedures are considered finalized.

Resignation from membership does not affect the member’s accumulated debts to the association.

Article 6– Dismissal from Membership

Circumstances requiring expulsion from the membership of the Association.

1-Acting in violation of the Association’s bylaws,

2-Failure to pay membership fees despite written warning,

3-Failure to comply with the decisions taken by the organs of the Association,

4-Having lost the conditions to become a member;

in cases where, despite the written warning to be made, the above issues are fulfilled within one month

If they fail to do so, they shall be expelled from membership by the decision of the Executive Committee.

5.Membership of persons or institutions who are members of the association with the title of “lessee or operator”; The lease contract of the enterprise is terminated in the event that it is notified to the association management by itself or the owner of the enterprise or if it is determined by the association organs.

6.Members who are determined to damage the corporate identity and service targets of the Small Hotels Association with their activities in the region, members who are determined to cause unfair competition by engaging in sales, marketing and advertising activities that reduce, damage, devalue the brand value of the region where they are located, and members who directly or indirectly take part in opportunistic sales sites and cause similar results are terminated by the Board of Directors.

Member ; In the event that one of the above-mentioned situations is detected, he/she shall be removed from membership with the decision of the Board of Directors. Those who leave or are expelled from the association are deleted from the member registry and cannot claim any rights in the assets of the association. No member of the association whose membership has expired may use copyrighted, special, visuals, documents, etc. belonging to the association without the written permission of the association.

Article 7- Organs of the Association

The organs of the Association are shown below.

1-General assembly

2-Board of Directors,

3-Supervisory board

Article 8– Form of Establishment, Meeting Time, Call and Meeting Procedure of the General Assembly of the Association

The general assembly is the most authorized decision-making body of the association and consists of the members registered to the association.

General assembly;

1-Ordinarily by the Board of Directors, at the time specified in the bylaws,

2-In cases where the board of directors or supervisory board deems necessary or in five of the members of the association

convenes extraordinarily within 30 (thirty days) upon the written request of one of them.

3.The Ordinary General Assembly, where the election of the organs of the Association will also be held, every 2 years, belongs to

It convenes until the end of February of the year at the place, day and time to be determined by the Board of Directors.

4.If the board of directors fails to convene the general assembly within the periods specified in this bylaw; upon the application of one of the members, the magistrate judge shall appoint three members to convene the general assembly.

General Assemblies shall be called by the Board of Directors.

Call Procedure

The board of directors shall prepare the list of members who have the right to attend the general assembly according to the association’s bylaws. The members who have the right to participate in the general assembly shall be called to the meeting at least fifteen days in advance by announcing the date, time, place and agenda in a national or local newspaper or by written or electronic mail.

In this call, if the meeting cannot be held due to lack of majority, the day, time and place of the second meeting shall also be specified. The period between the first meeting and the second meeting cannot be less than seven days and more than sixty days.

If the meeting is postponed for any reason other than the lack of majority, this situation shall be announced to the members in accordance with the call procedure for the first meeting, specifying the reasons for the postponement. The second meeting must be held within six months at the latest as of the date of postponement. The members shall be recalled 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 shall convene with the participation of the absolute majority of the members who have the right to attend, and in cases of amendment of the statutes and dissolution of the association, with the participation of two thirds of the number of members; in case the meeting is postponed due to the failure to meet the majority, the majority is not sought in the second meeting. However, the number of members attending this meeting cannot be less than two times the total number of members of the boards of directors and supervisory boards.

The list of members entitled to attend the General Assembly shall be made available at the meeting place.

The identity documents issued by the official authorities of the members who will enter the meeting place shall be checked by the members of the board of directors or the officers to be assigned by the board of directors.

Members enter the meeting place by putting their signatures against their names on the list prepared by the Board of Directors.

If the quorum is met, the situation is determined by a minute and the meeting is opened by the chairman of the board of directors or one of the members of the board of directors to be assigned by him.

In case the quorum is not met, a minute shall be prepared by the Board of Directors.

After the opening, a council committee is formed by electing a chairman and enough deputy chairmen and clerks to manage the meeting. The council committee is elected among the members of the association.

The chairperson of the council is responsible for the management and security of the meeting.

Only the items on the agenda shall be discussed in the General Assembly. However, before proceeding to the agenda items, it is obligatory to include in the agenda the issues requested to be discussed in writing by one tenth of the members present at the meeting.

Each member has one vote in the General Assembly; the member must cast his/her vote in person. Real persons may not be represented by proxy in the General Assemblies; the Association’s member legal entity may be represented in the General Assemblies by the individually authorized signatory partner or the Company Manager assigned to represent them. Employees of legal entities cannot be members of the Board of Directors or Audit Board. Honorary members may attend general assembly meetings but may not vote.

The matters discussed and decisions taken at the meeting shall be recorded in a minute and signed by the chairman of the council and the clerks. At the end of the meeting, the minutes and other documents shall be delivered to the chairman of the board of directors. The chairman of the board of directors is responsible for protecting these documents and delivering them to the newly elected board of directors within seven days.

Article 9– Voting and Decision Making Procedures and Forms of the General Assembly

Unless otherwise decided in the General Assembly, voting shall be open. In open voting, the method specified by the chairman of the general assembly shall be applied.

In the event of a secret ballot, the papers or ballot papers sealed by the chairman of the meeting shall be thrown into an empty container after the members have done the necessary and the result shall be determined by open casting after the end of voting.

The decisions of the General Assembly shall be taken by an absolute majority of the members attending the meeting. However, decisions on amendment of the statutes and dissolution of the association can only be taken by a two-thirds majority of the members attending the meeting.

Decisions taken without a meeting or without a call

In the event that all members of the Association participate and there is no objection, a general assembly meeting can be held without complying with the call procedure.

Duties and Powers of the General Assembly

Article 10-The following matters shall be discussed and resolved by the General Assembly.

1-Election of the organs of the Association,

2-Amendment of the association’s statutes,

3-Discussion of the reports of the boards of directors and auditors and release of the board of directors,

4-Discussing the budget prepared by the Board of Directors and accepting it as is or with amendments,

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

6-To examine the directives to be prepared by the Board of Directors regarding the activities of the Association and to approve them as they are or with amendments,

7-Determining the salaries, all kinds of allowances, travel and compensation to be paid to the chairman and members of the boards of directors and supervisory boards of associations who are not public officials, and the amount of per diem and travel allowances to be paid to the members to be assigned for association services,
8- Establishment of a foundation by an association,
9- Dissolution of the association,
10-Examining and deciding on other proposals of the board of directors,
11-As the most authorized body of the Association, to perform the tasks and exercise the powers not delegated to any other body of the Association,
12- Fulfillment of other duties specified by the General Assembly in the legislation,
13- Adding the necessary articles to the association’s statutes in order to be more useful in all functions of tourism

14- Fulfillment of other duties specified by the General Assembly in the legislation,

15- To take decisions on becoming a member of or leaving other organizations, associations, organizations, unions and federations established or to be established in Turkey and abroad that provide services in the field of tourism,

16-The General Assembly shall supervise the other organs of the Association and may dismiss them at any time for just cause.

Article 11– Organization, Duties and Authorities of the Board of Directors

The board of directors is elected by the general assembly as 9 original and 9 substitute members.

In its first meeting after the election, the board of directors shall determine the chairman, vice-chairman, general secretary, treasurer and members by dividing the duties with a decision.

The Board of Directors may be called to a meeting at any time, provided that all members are notified. It convenes with the presence of one more than half of the total number of members. Decisions are taken by one more than half of the members present at the meeting.

In the event of a vacancy in the original membership of the Board of Directors due to resignation or other reasons, it is obligatory to call the substitute members to duty according to the order of the majority of votes received in the General Assembly.

Members of the Board of Directors are elected for 3 (three) years in the first General Assembly and for 2 (two) years in the General Assemblies to be held in the following periods. Members of the Board of Directors may be elected for 2 consecutive terms and may be re-elected after a break of one term.

Duties and Authorities of the Board of Directors

The Board of Directors shall fulfill the following duties.

1-To represent the Association or to authorize one or more of its members to do so,

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

3-To prepare the regulations related to the work of the association and submit them to the approval of the general assembly

4-With the authorization granted by the General Assembly, to purchase immovable property, to sell movable and immovable property belonging to the association, to construct buildings or facilities, to make lease agreements, to establish pledges, mortgages or real rights in favor of the association,

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

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

7-To ensure that the Association engages in international activities, joins or leaves associations and organizations abroad as a member

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

9- To ensure the implementation of the budget,

10-To decide on recruitment or dismissal of members to the Association.

11-To take and implement all kinds of decisions to realize the purpose of the Association,

12-To perform other duties and use the powers assigned to him/her by the legislation,

13-To carry out projects with consultants when necessary, to carry out works and services by making agreements with professional persons and institutions in the execution of some services and to pay the costs of these works and services and to make some payments while performing services, to pay the costs

14-To establish and operate committees and boards deemed necessary for the conduct of the affairs of the Association.

Article 12- Organization, Duties and Authorities of the Audit Committee

The Supervisory Board is elected by the General Assembly as three full and three substitute members. The Supervisory Board is elected for 3 (three) years in the first General Assembly and for 2 (two) years in the General Assemblies to be held in the following periods.

In the event of a vacancy in the original membership of the supervisory board due to resignation or other reasons, it is obligatory to call the substitute members to duty according to the order of the majority of votes received in the general assembly.

Duties and Powers of the Audit Committee

The supervisory board audits at least once every six months and according to the principles and procedures set out in the association’s charter, whether the association operates in line with the purpose shown in its charter and the working subjects specified to be carried out for the realization of the purpose, whether the books, accounts and records are kept in accordance with the legislation and the association’s charter, and presents the results of the audit in a report to the board of directors and to the general assembly when it convenes. The supervisory board shall call the general assembly to a meeting when necessary.

Article 13– Income Sources of the Association

The sources of income of the Association are listed below.

1.Member Dues : -The annual dues of the members will be determined on the basis of the number of rooms of their enterprises. Member dues are shown in the estimated budget to be prepared in each management period and can be changed with the approval of the General Assembly. Membership fees of those who are members until the first Ordinary General Assembly meeting will be 500 TL seasonal and 700 TL as a member serving all year.

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

3-Revenues from activities organized by the Association such as tea and dinner meetings, trips and entertainment, representation, concerts, sports competitions and conferences,

4-Income from the assets of the Association,

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

6-Earnings derived from commercial activities undertaken by the association in order to obtain the income it needs to realize its purpose.

7-Other revenues.

Article 14- Bookkeeping Principles and Procedures of the Association and Books to be kept

Bookkeeping principles;

The Association shall keep books on the basis of business account. However, if the annual gross income exceeds the limit specified in Article 31 of the Regulation on Associations, books shall be kept on the balance sheet basis starting from the following accounting period.

In the event that the balance sheet basis is adopted, if the Company falls below the above-mentioned limit in two consecutive accounting periods, it may return to the operating account basis as of the following year.

Notwithstanding the above-mentioned limit, books may be kept on the balance sheet basis upon the decision of the Board of Directors.

In the event that the Association opens a commercial enterprise, books shall also be kept for this commercial enterprise in accordance with the provisions of the Tax Procedure Law.

Registration Procedure

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

Books to be kept

The Association shall keep the following books.

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

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

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

4-Fixtures Book: The date and manner of acquisition of the fixtures belonging to the Association, the places where they are used or given, and the deregistration of those who have expired are recorded in this book.

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

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

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

1-(a) The books registered in subparagraphs 1, 2, 3 and 6 of paragraph 1, 2, 3 and 6 shall also be kept in case of keeping books on the balance sheet basis.

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

Certification of Books

The books that must be kept in the association shall be certified by the provincial directorate of associations or a notary public before they are used. The use of these books shall continue until their pages are exhausted and interim certification of the books shall not be made. However, the books kept on the balance sheet basis and the books with form or continuous form sheets must be recertified every year in the last month preceding the year in which they will be used.

Income Statement and Balance Sheet Preparation

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

Article 15- Income and Expenditure Transactions of the Association

Income and expenditure documents;

Association revenues are collected with a “Certificate of Receipt” (a sample of which can be found in Annex 17 of the Regulation on Associations). In case the revenues of the Association are collected through banks, documents such as bank receipts or account statements issued by the bank shall replace the receipt.

Expenditures of the association are made with expenditure documents such as invoices, retail sales receipts, self-employment receipts. However, for the payments of the association within the scope of Article 94 of the Income Tax Law, an expense voucher is issued in accordance with the provisions of the Tax Procedure Law, and for the payments that are not within this scope, an “Expense Receipt” (an example of which can be found in Annex-13 of the Regulation on Associations) is issued.

Free goods and service deliveries to be made by the association to individuals, institutions or organizations are made with the “In-Kind Aid Delivery Certificate” (an example of which can be found in Annex-14 of the Regulation on Associations). Free goods and service deliveries to be made by individuals, institutions or organizations to the association are accepted with the “In-Kind Donation Receipt Certificate” (sample in Annex-15 of the Regulation on Associations).

Receipt Documents

“Certificates of Receipt” (in the format and size shown in Annex 17 of the Regulation on Associations) to be used in the collection of the income of the association are printed by the decision of the board of directors.

The relevant provisions of the Regulation on Associations shall apply to the printing and control of the receipt documents, receipt from the printing house, recording in the book, handover between the old and new treasurers and the use of these receipt documents by the person or persons who will collect income on behalf of the association with the receipt document and the delivery of the collected income.

Authorization Certificate

The person or persons who will collect income on behalf of the association are determined by the decision of the board of directors by specifying the period of authorization. The “Authorization Certificate” containing the clear identity, signature and photographs of the persons who will collect income (a sample of which can be found in Annex 19 of the Regulation on Associations) is issued in triplicate by the association and approved by the chairman of the board of directors of the association. One copy of the authorization certificates is given to the associations units. Changes related to the authorization certificate are notified to the associations unit within fifteen days by the chairman of the board of directors.

Persons who will collect income on behalf of the association can start collecting income only after a copy of the authorization documents issued on their behalf is submitted to the associations unit.

The use, renewal and return of the authorization certificate and other matters shall be governed by the relevant provisions of the Regulation on Associations.

Retention Period of Income and Expense Documents;

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

Article 16- Declaration Submission

The Association’s activities for the previous year and the results of its income and expenditure transactions as of the end of the year (presented in Annex-21 of the Regulation on Associations) ”

Article 17- Notification Obligation

Notifications to be made to the local authority;

General Assembly Final Declaration

Within thirty days following the ordinary or extraordinary general assembly meetings, the chairman of the board of directors notifies the local administrative authority of the “General Assembly Results Notification” and its annexes (presented in Annex-3 of the Regulation on Associations), which includes the original and substitute members elected to the boards of directors, supervisory boards and other organs:

General assembly final declaration;

1-A copy of the minutes of the general assembly meeting signed by the chairman of the council, vice-chairmen and clerk,

2-If the bylaws have been amended, the new and old versions of the amended articles of the bylaws and a copy of the final version of the association’s bylaws signed by the board of directors on each page. Attached.

Notification of Immovables

The immovable properties acquired by the Association shall be notified to the local administrative authority by filling out the “Immovable Property Notification” (presented in Annex-26 of the Regulation on Associations) within thirty days from the registration to the title deed.

Notification of Receiving Aid from Abroad

In the event that the association will receive aid from abroad, they fill out the “Notification of Receiving Aid from Abroad” (specified in Annex-4 of the Regulation on Associations) in two copies and notify the local administrative authority before receiving aid.

A copy of the board of directors’ decision to receive aid from abroad, a copy of the protocol, contract and similar documents, if any, and a copy of the receipt, extra and similar documents regarding the account to which the aid is transferred are also attached to the notification form.

Cash aids must be received through banks and the notification requirement must be fulfilled before use.

Notification on Joint Projects Conducted with Public Institutions and Organizations

A copy of the protocol and the project (shown in Annex 23 of the Regulation on Associations) regarding the joint projects carried out by the association with public institutions and organizations on issues related to its field of duty shall be attached to the “Project Notification” and submitted to the governorship of the place where the headquarters of the association is located within one month following the protocol date.

Notification of Changes

Changes in the association’s place of residence shall be notified to the local administrative authority within thirty days following the change by filling in the “Notification of Change in Place of Residence” (specified in Annex-24 of the Regulation on Associations) and changes in the association organs outside the general assembly meeting shall be notified to the local administrative authority within thirty days following the change by filling in the “Notification of Change in Association Organs” (specified in Annex-25 of the Regulation on Associations).

Amendments to the bylaws of the Association shall also be notified to the local administrative authority within thirty days following the general assembly meeting where the amendment to the bylaws was made, in the annex of the general assembly result notification.

Article 18- Internal Audit of the Association

Internal audits may be conducted by the general assembly, the board of directors or the supervisory board, or independent audit institutions may be commissioned to conduct audits. The fact that an audit has been conducted by the general assembly, the board of directors or independent audit institutions does not remove the obligation of the audit board.

An audit of the association shall be carried out by the board of auditors at least once a year. The general assembly or the board of directors may conduct audits or have independent audit institutions conduct audits when deemed necessary.

Article 19- Borrowing Procedures of the Association

In the event that it is needed to realize the purpose of the association and to carry out its activities, it cannot be carried out within the working activities determined within the decisions taken by the general assembly and within the limits of the adopted budget and in amounts that cannot be met by the income resources of the association and cannot be of a nature that will put the association into insolvency.

Article 20- How to Amend the Statute

Amendments to the bylaws may be made by a resolution of the general assembly.

In order to amend the bylaws in the general assembly, 2/3 majority of the members who have the right to participate in the general assembly is required. In case the meeting is postponed due to lack of majority, the majority is not sought in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the boards of directors and supervisory boards.

The decision majority required for the amendment of the statutes is 2/3 of the votes of the members who attend the meeting and have the right to vote. Voting on the amendment of the statute shall be open at the general assembly.

Dissolution of the Association and Liquidation of Assets

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

In order for the termination to be discussed in the General Assembly, 2/3 majority of the members who have the right to attend the General Assembly shall be sought. In the event that the meeting is postponed due to lack of majority, the majority is not sought in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the boards of directors and supervisory boards.

The majority of the votes of the members attending the meeting and having the right to vote is 2/3 of the votes required for the dissolution decision to be taken. Voting on the dissolution resolution in the general assembly shall be open.

Liquidation Procedures

When the general assembly decides on dissolution, the liquidation of the money, property and rights of the association shall be carried out by the liquidation board consisting of the members of the last board of directors. These procedures shall be initiated as of the date of the decision of the general assembly regarding dissolution or the date of finalization of spontaneous termination. During the liquidation period, the phrase “Small Hotels Association in Liquidation” shall be used in the name of the association in all transactions.

The liquidation board is responsible and authorized to complete the liquidation of the money, property and rights of the association from the beginning to the end in accordance with the legislation. This board first examines the accounts of the association. During the examination, the books, receipt documents, expenditure documents, title deed and bank records and other documents of the association are determined and their assets and liabilities are recorded in a minute. During the liquidation procedures, a call is made to the creditors of the association and the assets, if any, are converted into money and paid to the creditors.

If the Association is a creditor, the receivables shall be collected. All money, property and rights remaining after the collection of receivables and payment of debts are transferred to the place determined in the general assembly. If the place to be transferred is not determined in the general assembly, it shall be transferred to the association closest to the purpose of the association in the province where the association is located and which has the highest number of members on the date of termination.

All transactions related to the liquidation shall be shown in the liquidation minutes and the liquidation procedures shall be completed within three months, except for the additional periods granted by the local administrative authorities based on a justified reason.

Following the completion of the liquidation and transfer of the money, property and rights of the association, the liquidation board must notify the local administrative authority of the place where the headquarters of the association is located with a letter within seven days and the liquidation report must be attached to this letter.

The last members of the board of directors, as the liquidation board, are responsible for keeping the books and documents of the Association. This duty may also be assigned to a member of the board of directors. The retention period of these books and documents is five years.

Lack of Provision

Article 22-The provisions of the Law on Associations, the Turkish Civil Code and the Regulation on Associations issued by reference to these Laws and the provisions of other relevant legislation on associations shall apply to the matters not specified in these bylaws.