LOGISTICS ASSOCIATION MAIN CHARTER
SECTION I - ESTABLISHMENT PROVISIONS
NAME OF THE ASSOCIATION
Article 1: The name of the association is Logistics Association. Logistics Association is abbreviated as "LODER". It was established on October 21, 2001.
Headquarters and Branches
Article 2: The headquarters of the association is in Istanbul and it has no branches.
PURPOSE AND STUDY TOPICS
Article 3: The aim of the association is “to increase the effectiveness of Logistics Management Activities in Turkey and to develop professional formation and professionalism in the field of Logistics Management” and its working subjects are shown below.
a. It takes initiatives to ensure that Logistics Management issues gain a professional personality in Turkiye.
b. It organizes activities to help those interested in the field of logistics improve themselves in education and training and increase their level of knowledge and experience; cooperates with educational institutions, professional organizations, industrial and commercial institutions; establishes, operates or encourages the establishment of facilities, education and research units for income-raising projects.
c. It serves to unite its members with bonds of friendship, sincerity and mutual understanding and to develop social relations based on love and respect.
d. It undertakes economic initiatives to provide resources to realize its objectives and work subjects.
e. The Logistics Education Evaluation and Accreditation Board evaluates certificate, associate degree, undergraduate and postgraduate education programs in the field of logistics and supply chain management upon application from institutions and accredits those deemed appropriate, with the aim of increasing the quality of logistics education and training and continuously improving it with a systematic approach, ensuring the quality of education and training, and assuring the sectors served by higher education that the quality of education and training is carried out based on certain standards.
f. It develops system standards for activities within the scope of logistics and supply chain management, taking into account international and national rules and standards, and carries out certification studies in this field.
MANNER OF WORK
Article 4: In order to realize the association's purpose and work subjects;
a. It conducts research, investigations and public opinion polls to ensure that the association and its aims and activities are sufficiently known to the public and to protect its reputation.
b. It conducts research, examination and studies on the aims and services through committees or experts to be formed within the association, identifies suggestions and wishes, prepares and implements income-generating projects with aims and work subjects.
c. It organizes conferences, symposiums, panel discussions, forums and scientific meetings, national and international congresses, workshops, exhibitions and fairs; organizes trips; publishes brochures, bulletins, journals, newspapers and books; and has all kinds of souvenirs, promotional and educational items made and distributed.
d. It purchases, rents and sells movable and immovable properties required by its subject, purpose and field of work, can establish all kinds of rights on immovable properties, operate them and carry out all kinds of construction.
e. It establishes and operates partnerships, economic enterprises, companies, aid funds, entertainment and leisure time venues and facilities for income-generating projects with its aims and subjects of work.
f. It receives and gives all kinds of donations and aid in accordance with the provisions of the Fundraising Law and the Constitution; it may accept conditional or unconditional bequests.
g. It evaluates certificate, associate degree, undergraduate and graduate education programs in the field of logistics and supply chain management upon application from institutions, in accordance with the regulations of the Logistics Education Evaluation and Accreditation Board, and accredits those deemed appropriate. It conducts the selection and training of evaluators to take part in accreditation studies. It becomes a member of national and international accreditation-related organizations.
ğ. It evaluates activities within the scope of logistics and supply chain management upon application from institutions and certifies those deemed suitable. It conducts the selection and training of assessors to take part in certification efforts. It becomes a member of national and international organizations relevant to these standards.
SECTION II – MEMBERSHIP PROVISIONS
MEMBERSHIP CONDITIONS
Article 5: The conditions for becoming a member of the association are stated below.
a. Be over 18 years of age, eligible to exercise civil rights, and of good repute.
b. Having education, experience or professional performance related to the association's purpose and work subjects.
c. To be recommended for membership by two members of the association.
d. Having the right to reside in Turkiye for foreigners.
MEMBERSHIP TYPES
Article 6: The association has two types of membership.
a. ACTİVE MEMBER: A member who has undertaken all obligations required by association membership and benefits from the responsibilities and rights of membership. The rights of the member include being a candidate for any position and voting, provided that the necessary conditions are met. Membership obligations include attending special and general meetings, paying entrance and annual dues and participation fees on time, making efforts in accordance with the purpose and working conditions, and maintaining the positive image of the Association in society.
b. HONORARY MEMBER: Individuals who have provided significant and important services or contributions to the country, society, or the association’s purposes and fields of work, and whose presence among the membership is deemed beneficial, may be elected as Honorary Members upon the recommendation of the Board of Directors and the approval of the General Assembly. Honorary members do not have the right to be elected or voted in, and no entrance or annual membership fees are collected from them.
MEMBERSHIP PROCEDURES
Article 7: The procedures required for association membership are shown below:
a. Candidates who wish to become members of the Association must fill out the "Membership Declaration" stating that they accept the Association's purpose and working subjects and the provisions of the Articles of Association and that they include the necessary membership conditions, and submit it to the Association Presidency.
b. The Association, after conducting the necessary research and examination on the candidate through the Board Members or a committee it will establish, makes its decision on the candidate's request within (30) days starting from the application date and notifies the candidate in writing.
c. When a candidate is accepted into the Association, registration procedures begin. An entrance fee and an annual membership fee are collected. Membership in the Association will not be granted until these procedures are completed.
The decision of the Association Board of Directors to reject the candidate's request is final and cannot be appealed anywhere.
RESIGN FROM MEMBERSHIP
Article 8: Membership terminates upon death or wish to resign from membership. Each member is deemed to have resigned from the Association's membership at any time by notifying the Association Presidency in writing of his/her wish to resign. However, the financial responsibility of the leaving member ends at the end of the working period in which the legal reason for leaving is established, for those leaving for legal reasons, and at the end of the working period in which the wish for leaving is made for others, and all membership dues and participation shares for the working period in which they are associated are collected from them.
EXPULSION FROM MEMBERSHIP
Article 9: Expulsion from association membership is done for the following reasons:
a. Losing the right to become a member of an association and acting contrary to the provisions of the Association's Constitution.
b. Not being admitted to two consecutive ordinary General Assembly meetings due to non-payment of membership dues.
c. Punishment to be expelled from membership indefinitely.
EXPULSION PROCEDURES AND OBJECTIONS
Article 10: The Board of Directors of the Association, after conducting the necessary investigation and examination about the member through a disciplinary committee to be established and having the member's defence heard, decides on expulsion from membership by secret vote and (2/3) majority vote and notifies the member in writing.The expelled member may object to the decision notified to the General Assembly through the Association's Board of Directors within (15) days from the date of notification.The objection is discussed and decided upon at the first General Assembly meeting. The member's rights and responsibilities continue until the objection is resolved. If the member does not object within the time limit or if the objection is not accepted at the General Assembly, the Association's Board of Directors deletes the member's registration.If all dues and participation fee debts of a member who has left or been expelled, other than a deceased member, are not paid, the Association's Board of Directors may take legal action.
SECTION III - MANAGEMENT PROVISIONS
BRANCHES
Article 11: The branches of the association are shown below:
a. General Assembly
b. Board of Directors
c. Board of Auditors
d. Disciplinary Board
e. Logistics Education Evaluation and Accreditation Board General Assembly
GENERAL ASSEMBLY
Article 12: The General Assembly of the Association meets regularly every three years in March. With the participation of more than half of the active members, the Association begins its work at the location determined by the Board of Directors .
GENERAL ASSEMBLY INVITATION METHODS
Article 13: The Board of Directors prepares the list of members who have the right to attend the general assembly in accordance with the Association's charter. Members who have the right to attend the general assembly are invited to the meeting at least fifteen days in advance, by announcing the day, time, place and agenda in a newspaper or on the association's website, or by notification in writing or by e-mail. In this call, if the meeting cannot be held due to lack of a majority, the day, time and place at which the second meeting will be held is also stated. The period between the first and second meetings cannot be less than seven days or more than sixty days. If a meeting is postponed for a reason other than lack of a quorum, the members will be notified of the postponement in accordance with the procedure used for the first meeting, stating the reasons for the postponement. The second meeting must be held no later than six months from the adjournment date. Members are re-invited to the second meeting in accordance with the principles set forth in the first clause. A General Assembly meeting cannot be postponed more than once.
GENERAL ASSEMBLY MEETING PRINCIPLES
Article 14: The following principles shall be applied in the General Assembly meetings.
a. A list of members eligible to attend the General Assembly is kept ready at the meeting venue. Members of the Board of Directors or officials designated by the Board of Directors will check the officially issued identification documents of members entering the meeting venue. Members enter the meeting venue by signing their names on the list prepared by the Board of Directors. Those who fail to present their identification, those who fail to sign the list, and those who are not eligible to attend the General Assembly will not be admitted. These individuals and non-members may observe the General Assembly meeting in a separate area.
b. If the majority for the meeting is met, the situation is recorded in a report and the meeting is opened by the chairman of the Board of Directors or one of the board members appointed by him/her. If the majority for the meeting is not met, a report is prepared by the Board of Directors. After the opening ceremony, a Board of Directors is formed by electing a chairperson, a sufficient number of vice-chairs, and a secretary to preside over the meeting. In voting for the association's branches, voting members are required to present their identification to the board and sign opposite their names on the attendance list. The chairperson is responsible for managing and ensuring the security of the meeting.
c. Agenda items are discussed at the General Assembly. However, it is mandatory to include on the agenda items any items that are requested in writing by at least one-tenth of the members attending the meeting and are related to the agenda items.
d. Each member has one vote in the General Assembly and must vote personally.
e. The majority for a General Assembly meeting is one-half plus one-half of the General Assembly's attendees. However, for decisions regarding amendments to the Articles of Association or the dissolution of the Association, the majority specified in the relevant articles is required.
f. The matters discussed and decisions made at the meeting are recorded in a minutes and signed by the chairperson and the secretary. At the conclusion of the meeting, the minutes and other documents are delivered to the chairman of the Board of Directors. The chairman is responsible for safeguarding these documents and delivering them to the newly elected Board of Directors within seven days.
EXTRAORDINARY GENERAL ASSEMBLY
Article 15: An Extraordinary General Assembly is convened by the Board of Directors within one month at the latest, in accordance with the applications and decisions listed below, on important and mandatory matters that would be detrimental to wait until the ordinary General Assembly meeting or would be beneficial to discuss as soon as possible.
a. Written and signed application by (1/5) of the Association Members for the same specified subject.
b. The Board of Directors decision to be taken by a (2/3) majority vote on matters deemed necessary.
c. The allied decision of the Board of Auditors regarding the Association's accounts, transactions, and budget. The Extraordinary General Assembly meeting will be held in accordance with the methods and principles of the ordinary General Assembly meeting, and no new items will be proposed to be added to the agenda of the issue that prompted the meeting.
DUTY AND AUTHORITIES OF THE GENERAL ASSEMBLY
Article 16: The General Assembly is the highest authority in the decision-making body of the Association and its duties and authorities are stated below.
a. To take the necessary decisions in accordance with Turkish laws and the provisions of the Association's Articles of Association.
b. To discuss and approve the Work Program, Annual Budget, Income and Expenditure Schedule for the Working Period.
c. To elect the full and substitute members of the Board of Directors and Auditors for the term of office.
d. To discuss and approve the Board of Directors Working Report, Balance Sheet and Income and Expense Schedules for the previous Working Period, the Audit Report of the Board of Auditors and to acquit the members of the Board of Directors.
e. To discuss and decide on the proposal of the Board of Directors, if any, regarding the amendment of the Association's Charter of Association.
f. To make decisions on the regulations submitted to the Board of Directors for approval.
To decide on the objections of those who have been expelled from the Association's membership against the Board of Directors’ decisions, which are submitted within the given timeframe.
h. To authorize the Board of Directors to purchase or sell real estate for the Association.
To decide on the dissolution of the association and the distribution of its assets.
j. To decide on the opening of branches, the establishment of partnerships, economic enterprises and funds, or to join those already established or to be established.
BOARD OF DIRECTORS
Article 17: The formation of the Board of Directors, which is the authorized management body of the Association, is stated below.
a. The Board of Directors consists of (9) full and (9) substitute members elected for a period of (3) years.
b. Alternate members replace vacant full memberships. If the number of Board members falls below half of the total membership after alternates are appointed due to vacancies, the General Assembly will be called to an extraordinary meeting within one month for re-election.
WORKING PRINCIPLES OF THE BOARD OF DİRECTORS
Article 18: The working principles of the Board of Directors are stated below.
a. The Board of Directors, at its first meeting held within six (6) days following the election, will elect a President, a Vice President, a General Secretary, and a Treasurer to distribute the duties. The same person cannot serve as President for more than two (2) consecutive terms.
b. The Board of Directors meets regularly every month and may hold extraordinary meetings when necessary.
c. The majority for a meeting of the Board of Directors is one-half plus one of the full membership, and the decision-making capacity is a simple majority of the attendees.
d. The Board of Directors meets and conducts its business upon the invitation of the Association President and the agenda set by him/her.
DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS
Article 19: The duties and authorities of the Board of Directors are stated below.
a. To make necessary decisions in accordance with the provisions of the law and the Articles of Association and to implement the decisions of the General Assembly.
b. To represent the Association through the Association President or to authorize other members when necessary.
c. To prepare and implement the Working Period Work Program, the Budget Draft, and Income and Expense Schedules.
d. To prepare the Working Report, Balance Sheet and Income-Expense Schedules of the previous Working Period.
e. To decide, upon the proposal of the President of the Association and the investigation report of the Disciplinary Board to be established, to expel members who have lost the qualifications and conditions of membership, who have strayed from the purpose and subjects of work, and who have acted contrary to the provisions of the Articles of Association and the decisions of the General Assembly.
f. To determine the date, time, location, and agenda of the General Assembly meetings and to announce them to the members and the highest civil authority.
g. To establish committees to work with the management in line with their work and to make decisions on their reports.
h. To appoint the personnel and advisors who will handle the Association's administrative and financial affairs, and to terminate their employment when necessary.
ı. To work on amending the Association's Constitution and preparing and amending the regulations, and to submit the necessary drafts for approval to the General Assembly.
j. To notify members and relevant parties of the decisions taken at the General Assembly meetings.
k. To receive the assets of the Board of Directors responsible for the previous term, in accordance with their duties and balance sheet, and to deliver them to the Board of Directors for the next term in the same manner.
DISCIPLINARY BOARD
Article 20: The Disciplinary Board is the board that evaluates and decides on the behavior of the Association members in their relations with the Association and with each other, which is against the Charter and professional ethics, as reported to them by the Board of Directors.
a. The Disciplinary Board consists of (3) full members and (3) alternate members elected by the General Assembly for (3) years.
b. The Disciplinary Board concludes matters referred to it by the Board of Directors within (3) months at the latest.
c. During disciplinary investigations, the Disciplinary Board:
i. It receives the written defense of the member about whom the decision will be made.
ii. If deemed necessary, it hears the complainant and witnesses and records their statements in the report.
iii. The Disciplinary Board shall submit to the Board of Directors a decision to expel members found to have violated the rules of discipline, including a written warning and stating the reasons. Members who are temporarily suspended from the Association cannot participate in Association activities and cannot benefit from membership rights during this period. A member expelled from the Association will have their registration with the Association terminated, and the matter will be communicated to the Association members. A member expelled from the Association by the Disciplinary Board's decision may appeal this decision by submitting a petition to the Board of Directors. In such a case, the Board of Directors will discuss the matter at the next General Assembly. The member against whom the decision has been made will present their defense at the General Assembly. The General Assembly will then decide on the matter.
BOARD OF AUDITORS
Article 21: The Association is open to all types of audits, and is responsible for carrying out internal auditing duties through the Board of Auditors. The provisions regarding the composition and working principles of the Board of Auditors to be established for this purpose are set out below.
a. The Audit Board consists of (3) full members and (3) alternate members elected by the General Assembly for (3) years.
b. The Audit Board elects a President and a spokesperson at its first meeting, held within (6) days following the election.
c. The Audit Board meets at least once every three months. The majority for meetings and decisions is 2.
d. The Audit Board shall report to the Board of Directors the results of its review of the Association's budget, accounts, and transactions, as well as its requests and suggestions, at least every three months. It shall be present at the meeting where the Working Period Program, Budget, and Income-Expense Tables prepared by the Board of Directors will be discussed, and shall express its requests and suggestions. It shall submit to the General Assembly a report on the results of its review of the Working Period Report, Balance Sheet, and Income-Expense Tables prepared by the Board of Directors.
LOGISTICS EDUCATION EVALUATION AND ACCREDITATION BOARD
Article 22: The Logistics Education Evaluation and Accreditation Board is responsible for managing the accreditation processes for certificate, associate's, undergraduate, and graduate programs in logistics and supply chain management and for establishing commissions and committees to participate in this process. It is referred to as LEDAK for short. LEDAK conducts decision-making processes related to accreditation activities independently of the Logistics Association Board of Directors. LEDAK's organization, duties, and principles of practice are determined by regulations, in a manner that does not conflict with relevant legal regulations.
COMMON PROVISIONS
Article 23: Members of the Board of Directors and the Board of Auditors are deemed to have resigned from their boards if they fail to attend three consecutive meetings without an excuse, or if they fail to attend more than half of the meetings held within a working period, even if they are excused. In place of a member who leaves the board for any reason, the first-ranked substitute member is appointed as a full member within one week.
SECTION IV - FINANCIAL PROVISIONS
WORKING PERIOD AND BUDGET IMPLEMENTATION
Article 24: The Association's Working Period begins on January 1st and ends on December 31st. The Association's draft budget is prepared by the Board of Directors and submitted to the General Assembly for approval. Expenditures and expenses incurred between January 1st, when the budget enters into force, and the date of its approval by the General Assembly cannot exceed the amount of expenses for the same period in the expenditure schedule of the previous budget. Working period expenses are made in accordance with the budget approved by the General Assembly. The Board of Directors may make transfers within chapters as necessary.
ASSOCIATION REVENUES
Article 25: The Association's revenues are shown below:
a. ADMISSION FEE: This is a one-time payment included in each Term Budget that must be paid for Active Members who are accepted into membership.
b. ANNUAL FEE: This is a mandatory payment for active members, included in each Term Budget, to maintain membership.
c. Income from the operation or rental of the association's movable and immovable properties and rights, as well as income from movable assets.
Income from all kinds of publication and lottery sales, as well as meetings, performances, festivals, competitions, shows, and similar organizations.
All kinds of donations, bequests, and aid.
f. Income from partnerships, companies, funds, locals, and economic enterprises.
g. Income from association assets.
h. Other income.
The association cannot accept any financial aid from political parties, labor and employer unions and professional organizations, nor can it receive financial aid from real or legal persons in foreign countries without the permission of the relevant Ministry.
INCOME AND EXPENSE METHODS
Article 26: The following methods shall be applied in the association's income and expense management:
a. The entire entrance fee shall be paid during membership registration. Annual dues shall be collected during the working of period.
b. The Board of Directors is authorized to impose legal interest or gradual increases for late payments of annual dues, utilization fees, and participation fees.
c. Association revenues are collected with a receipt, and expenses are made with an expenditure receipt. If the association's revenues are collected through banks, documents such as bank receipts or account statements are considered receipts. Receipts used in collecting association revenues are printed by a Board of Directors resolution. The person responsible for collecting association revenues is determined by a Board of Directors resolution, and an authorization document is issued on their behalf.
d. For expenditures related to expenses, an invoice, receipt, or expense slip is obtained. For payments where the specified documentation is not provided, an Expenditure Slip is issued and signed by the person making the payment.
e. The retention period for Receipt Slips, along with invoices, receipts, expense slips, and expense documents, is five years, subject to provisions regarding longer periods specified in special laws.
ASSOCIATION'S BORROWING PROCEDURES
Article 27: The association may borrow money, as necessary, by resolution of the Board of Directors to achieve its objectives and conduct its activities. This borrowing may be for the purchase of goods and services on credit, or in cash. However, such borrowing may not be in amounts that cannot be covered by the association's income sources or that would cause the association to experience financial difficulties.
BOOKKEEPING PRINCIPLES AND PROCEDURES AND LEDGERS TO BE KEPT
Article 28: The Association shall keep books in accordance with the operating accounting principle as specified below.
a. The Association's books and records shall be kept in accordance with the procedures and principles specified in the Associations Regulation.
b. The following books shall be kept in the Association.
1-Decision Book: Board decisions are recorded in this book, chronologically and numerically, and the resolutions are signed by the members attending the meeting.
2-Membership Book: The identity information of those who join the association as members, as well as their entry and exit dates, are recorded in this book. Members' membership and annual dues can be recorded in this book.
3-Document Book: Incoming and outgoing documents are recorded in this book, with their date and serial number. Originals of incoming documents and copies of outgoing documents are filed. Documents received or sent via electronic mail are kept in hard copy.
4-Fixed Assets Book: The date and method of acquisition of the association's fixed assets, the locations where they are used or given, and the deletion of those whose useful life has expired are recorded in this book.
5-Operating Account Book: Income received and expenses incurred on behalf of the association are clearly and regularly recorded in this book.
6-Receipt Document Registry Book: The serial and sequence numbers of the receipt documents, the names, surnames and signatures of those who received and returned these documents, and the dates they were received and returned are recorded in this book.
c. The association's mandatory ledgers must be certified by the Provincial Directorate of Associations or a notary before use. These ledgers will continue to be used until their pages are exhausted, and interim certification is not required. However, ledgers with forms or continuous forms must be certified annually, in the last month preceding the year in which they will be used.
d. At the end of the operating period (December 31), a "Business Account Table" (as specified in Annex 16 of the Associations Regulation) is prepared.
SECTİON V - GENERAL PROVISIONS INTERNAL AUDIT OF THE ASSOCIATION
Article 29: An internal audit may be conducted by the General Assembly, Board of Directors, or Board of Auditors, or may be commissioned by independent auditing firms. An audit conducted by the General Assembly, Board of Directors, or independent auditing firms does not relieve the Auditing Board of its obligations. The Auditing Board shall audit the association at least once a year. The General Assembly or Board of Directors may conduct an audit or commission an audit from independent auditing firms when deemed necessary.
CHANGE OF MAIN CHARTER
Article 30: Amendments to the charter may be made by decision of the General Assembly. A two-thirds majority of the members entitled to attend the General Assembly is required for amendments to the charter at the General Assembly. If the meeting is postponed due to a lack of a majority, a second meeting is not required. However, the number of members attending this meeting cannot be less than twice the total number of members of the Board of Directors and the Board of Auditors. The required majority for a decision to amend the charter is two-thirds of the votes of the members present and entitled to vote. Voting on charter amendments at the General Assembly is open. No discussion may be held at the General Assembly unless amendment proposals are sent to the General Assembly members at least (15) days in advance.
DISSOLUTION OF THE ASSOCIATION
Article 31: The Association may be dissolved by a two-thirds majority vote of the members present at an extraordinary General Assembly meeting, at which at least two-thirds of the members specifically summoned for dissolution are present. If a two-thirds majority is not present at the first meeting, the General Assembly members are summoned for a second meeting. Upon this call, the matter of dissolution of the Association shall be discussed, regardless of the number of members present. However, the dissolution decision must be made by a two-thirds majority vote of the members present. The Board of Directors shall notify the highest local civil administrator of the Association's dissolution within five (5) days. The dissolution shall be carried out by the Board of Directors, acting as the Dissolution Committee, and any remaining assets may be transferred to the Street Children Association.
REGULATIONS
Article 32: The provisions of the Association's Constitution shall be applied in conjunction with the provisions of the Regulations to be prepared and implemented by the Board of Directors.
ENFORCEMENT
Article 33: These Constitutions shall enter into force on the date they are approved by the General Assembly and the notification is submitted to the highest local civil authority.
EXECUTION
Article 34: The Board of Directors is authorized to enforce the provisions of these Constitutions.
LACK OF PROVISIONS
Article 35: In the absence of a provision regarding the implementation of these Constitutions, the provisions of Law No. 5253 on Associations and the Turkish Civil Code No. 4721 shall apply.
