Name of the Association is “NATURAL GAS IMPORTERS ASSOCIATION”. Abbreviation of the Association shall be used as “GAZİD”.
The headquarters of the Association is located in Ankara.
The Association shall not have any branch.
The Association shall be referred to as the “Association” in the following Articles of this Charter (“CHARTER”).

I. Purpose

In accordance with economic principles stipulated by the laws of the Republic of Turkey, with legal arrangements and taking the country’s energy policies, scientific and technical requirements and international treaties into account;

• Contributing to the development of natural gas and energy markets in Turkey together with natural gas import companies (importers of pipeline and LNG form) in Turkey.
• Making such organizations as congresses, symposiums and panels for national and international education and/or information purposes in order to provide research and development services in the areas of these activities and presenting notices, giving opinions and/or publishing opinions formed in the said programs and in meetings to be organized on these matters.
• Maintaining close relationships with official institutions and organizations related to energy and sharing opinions, solution proposals, needs or requests of the association members with competent authorities from the first hand; informing the opinions of the association at the stage of the preparation of legal arrangements on these issues, contributing to the development of Turkish natural gas market in a strong, competitive, transparent, liberal and EU-compliant structure and being a pioneering, leading and proactive civilian sectoral organization that builds consultation and communication platforms with the participation of public and private sector in order to become an internationally recognized energy centre.

II. Field of Activity and Working Modes

The main field of Activity of the Association is contributing to the development of natural gas and energy markets in Turkey, in mainly natural gas importing side.

The Association may engage in the following activities in order to fulfil its purpose:

 

1. Brings together the companies operating in the field of natural gas import and institutions and scientists and professionals competent and knowledgeable in this field, and organizes forums in order to create and develop natural gas and energy markets in our country, conducts researches or has researches conducted to produce solutions in technical, commercial or other issues within the scope of applicable legislation provisions, draws conclusions and recommendations, and submits them to relevant public organizations or governmental authorities.
2. Contributes to the formation of a financially sound, stable, transparent natural gas market which does not make discrimination between equal parties and to an independent regulation and supervision by liberalizing the natural gas market with the aim of bringing quality natural gas to the use of consumers continuously within the framework of principles based on economic competition and in a way not to harm the environment by organizing technical, social and cultural activities by using all legal and scientific activity methods and procedures including the creation of public opinion where necessary.
3. Contributes to the efforts and works to be realized for the practical implementation of relevant provisions of treaties put into force in the world and in European Union, the acquis and/or legislation.
4. Organizes national and international conferences, panels, exhibitions and fairs or participates in organized conferences, panels, exhibitions and fairs.
5. Issues publications in order to facilitate the transfer of non-personal news, information and technology between members by means of conferences, meetings, publications, etc. and creates a website on electronic media.
6. Emphasizes the importance of private enterprise in the national economy and social structure, and contributes to the fulfilment of its duty for the development of the country in accordance with its energy policies and relevant laws and national interests.
7. Makes public opinion surveys or has such surveys made to measure general information and trends about natural gas supply, consumption, distribution; organizes polls or supports the organization of polls.
8. Cooperates with existing or future domestic and foreign, private and public institutions, chambers and exchanges of commerce and industry, professional organizations, foundations, associations, unions and similar establishments, directly or through its affiliated organizations.
9. Supports research and development activities and the cooperation between members for this purpose and is represented in these organizations through real persons representing the Association.
10. Contacts with persons, organizations, committees, institutions and foundations and associations working in line with the purpose, business subject and activities of the Association.
11. If needed, may become a member and/or send a representative to abroad organizations and/or publications in order to follow the technology and applications abroad in line with its purposes and to inform about the applications in our country.
12. With regard to activities in line with the purpose of the Association, under the decision of the Board of Directors, rents real estates, buys real estates, makes constructions on such real estates, acquires, establishes, removes and annuls any kind of rights such as lease, easement, pre-emptive rights in favour of the Association including mortgage on such estates.
13. Where deemed necessary, may open a representative office in Turkey with the decision of the board of directors in order to carry out the activities of the Association.
14. In order to carry out activities of the Association on the decision to be made by the Board of Directors, may establish platforms or higher organizations and organize workshops alone or together with other civil society organizations.
15. Engages in international activities, becomes a member of associations or organizations abroad and carrying out joint works and cooperate with such organizations on the basis of projects or researches,
16. If deemed necessary to fulfil its purpose, carries out joint projects / works with public institutions and organizations on subjects in its fields of activity.
17. Establishes economic enterprises in order to obtain the revenues needed for the fulfilment of the purpose of the Association,
18. Receives donations for the activities of the Association and/or makes donations where necessary within the scope of relevant legislative regulations, particularly the legislation of receiving donations and provisions of this charter.
19. Engages in other activities suitable for the purpose and works of the Association.

The Association shall take the utmost care to ensure that its members respect the existing legal regulations, principles or rules and the understanding of business ethics and shall observe that its members take the same level of care.

In this context, one of the main rules of the Association is the compliance of its members with all legal arrangements / judgements, particularly regulations on competition, even though it is not written separately and clearly in this Charter.

From this point, members of the Association, either under the roof of the Association or in their field of activity;

• act with a respectful understanding of mutual trust and competition rules;
• stay away from any attitude, transaction or agreement that may be contrary to this rule;
• take necessary measures to prevent attitudes that are contrary to business ethics and competition rules.

Behaviours contrary to above mentioned matters, attitudes and behaviours that may harm Turkish natural gas market, the Association and/or its members, and attitudes and behaviours contrary to the purpose, activity and works of the Association laid down in Article 2 above shall constitute contradiction with this Charter and working principles of the Association.

The members of the Association shall accept and commit to act in accordance with the conditions of Article 3 in their activities by becoming a member of the Association.

Natural persons who fulfils the conditions of being a member in accordance with the requirements of the Law on Associations No: 5253 and legal persons who are engaged in natural gas business under legal regulations in force and received required licenses and active in the market for this business may apply for the membership with the call and recommendation of the board of directors of the Association. The member whose application is accepted by the board of directors shall be registered in the member register.

The membership application to be made in writing to the Association Presidency shall be decided in the form of acceptance or rejection of membership within maximum 30 days by the Board of Directors of the Association and the result shall be notified to the applicant in writing. The member whose application is accepted shall be registered in the member register to be kept for this purpose.

On the other hand, foreign nationals must have the right to reside in Turkey in order to become a member. This condition is not required for honorary membership.

The Association shall have two types of memberships as “Regular” and “Honorary” memberships.

• Regular Members: Provided to meet the conditions specified in the above first paragraph of this Article, it shall refer to the members registered in the Association with the Board Decision of the Association. Both companies and individuals can be member.
• ii- Honorary Members: Persons who are believed to be beneficial for their scientific, technical or professional experience and who have contributed materially and/or immaterially to the achievement of the purposes of the Association may become honorary members with a Board decision.

Honorary members shall not pay any fee. If they want, they may participate and speak in General Assembly meetings. However, these members may not vote and be elected in Association bodies.

The application for regular membership shall be made by filling and signing the “Acceptance to Membership Form” applied to the Board. (For legal person; a letter of authorization, a signature declaration of the representative, and a daily activity certificate of the company shall be given to the Association) The Board of Directors of the Association shall decide within thirty days under the conditions laid down in this Charter and relevant statutory regulations and notify the applicant in writing. The person whose application for membership is rejected may raise an objection against this decision within thirty days with a petition addressed to the Presidency of Association. In such a case, the objection shall be discussed and decided in the first General Assembly meeting.

I. Each member shall have the right to resign from the Association, provided that it is notified in writing. The exit procedure shall be considered completed when the Board of Directors receives the petition for resignation. Resignation from membership shall not relieve the member from its obligation to pay its accumulated debts to the Association.

II. The situations requiring discharge from the membership to the Association are as follows:

1. Acting contrary to the Association’s charter,
2. Continuously avoiding duties assigned,
3. Failing to pay the membership fee within two months as from the notification of written warnings,
4. Failing to comply with decisions made by Association’s bodies,
5. Losing the conditions to be a member,
6. Endangering interests and reputation of the Association,
7. Acting contrary to Article 2 and/or 3 of this Charter,
8. Not attending the General Assembly two (2) times without having acceptable reason,
9. The member who not paid entry subordinate shall be removed from membership with the decision of Board.

If any of the above-mentioned cases is determined, the Board of Directors may decide to discharge the member from membership after evaluating its own findings and findings in the report from the Disciplinary Board. The members who discharged from membership or leave the membership with own decision will be deleted from Records of the Association and cannot claim any right under assets of the Association.

Members who are removed from membership with the decision of the Board of Directors may raise an objection against this decision and in such a case, the rejection shall be discussed in the first General Assembly meeting after the notification of decision to them. Membership obligations shall continue in case of objection. The objection shall be made to the Board of Directors in writing. If there is no objection, discharge from membership shall be finalized. Those who resign or are discharged from the membership shall be deleted from the membership register and may not claim any rights in the assets of the Association.

No person may be forced to become a member of the Association or to maintain its membership to the Association.  Members of the Association shall have equal rights, except for honorary members not having the right to vote and not pay annual fee. Each regular member shall have 1 (one) voting right to be used personally at the General Assembly meetings.

Bodies of the Association are as follows:

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

General Assembly is the most authorized decision body of the Association and consists of members registered to the Association.

General Assembly shall;

1. meet regularly with the durations identified in the Charter,
2. or where it is deemed necessary by the Board of Directors or General Assembly or upon the written request of one fifth of members, meet extraordinarily within 30 (thirty) days.

Ordinary General Assembly meetings shall be held once in 2 (two) years in January on a day, place and time to be determined by the Board of Directors. General Assembly shall be invited to the meeting by the Board of Directors. If the Board of Directors does not invite the General Assembly to convene the meeting, the local judge of the peace court shall appoint three members to invite the General Assembly to convene a meeting upon the application of one of the members.

The Board of Directors shall invite the General Assembly to convene a meeting within at most one month in emergency cases where it is not possible to wait until the Ordinary General Assembly Meeting or in case of important situations where it is considered beneficial to convene immediately, upon the written and signed application by 1/5 of members of the Association or a decision to be taken by the Board of Directors

The Board of Directors shall make a list of members who are entitled to participate in the General Assembly according to the Association Charter. Members who will attend the General Assembly shall be invited to the meeting at least fifteen days prior to the meeting date by announcing the date, time and place as well as the agenda of the meeting on a newspaper published daily or by notifying via written or electronic mail. This announcement shall also specify the date and time of the second meeting in case of a failure to reach majority in the first meeting. The duration between the first meeting day and second meeting day may not be more than sixty days.

If the meeting is postponed for any reason other than the inability to reach majority, this situation shall be announced to the members together with the reasons to postpone in accordance with the call procedure for the first meeting. It shall be obligatory to hold the second meeting within at most six months as from the date of postponement.

Members shall be invited to the second meeting in accordance with the principles identified in this Article. General Assembly meeting may not be postponed more than once.

General Assembly meetings shall be held at the place of headquarters of the Association or any other place.

At the General Assembly Meeting only the topics mentioned in the agenda shall be discussed. However, at the Ordinary General Assembly meetings, it is obligatory to add in the agenda the topics that are asked to be discussed by at least one-tenth of the members attending the meeting. The General Assembly shall convene with the attendance of the absolute majority of the members who are entitled to attend the General Assembly according to the Association Charter, and with the attendance of 2/3 of members in case of amendments in the Charter and termination of the Association. If quorum cannot be reached in the first meeting, majority shall not be sought in the second meeting.

However, the number of members attending the second meeting may not be less than two times of the total number of regular members of the Board of Directors and the Auditing Board of the Association.

The following principles shall apply in General Assembly meetings.

The members attending the General Assembly shall sign against their names in the list made by the Board of Directors before entering the meeting. The number of members attending the General Assembly according to the list signed and the quorum for meeting and decision shall be determined by a report signed by the Chairman of the Board of Directors and the Secretary Member. The meeting will welcomed by Chairman of the Board or any other Board Members, assigned by Chairman. In the case of majority cannot be reached, Board members prepared and signed a report.

After the opening, President and a sufficient number of Vice Presidents and an Accountant shall be elected to manage the General Assembly.

The General Assembly shall discuss the items in the agenda. However, it is mandatory to add in the agenda the items requested for discussion in writing by at least one tenth (1/10) of members attending the meeting and items related to current agenda items.

Each member shall have one vote in the General Assembly and shall be obliged to vote personally.

In the General Assembly, members of the Board of Directors and Auditing Board shall be elected with secret vote, and decisions on other topics shall be voted openly. In secret voting, papers sealed by the chairman of the meeting or voting papers are placed by the members into an empty case after necessary actions are taken and openly counted after voting ends.

In open voting, the method to be specified by the president of the general assembly shall be implemented.

The quorum for decision in the General Assembly is the absolute majority of those attending the General Assembly. However, decisions on Charter amendments and dissolution of the Association may be made two third majority of members attending the meeting.

Topics discussed and decisions made in the meeting shall be written on a report and signed by the president of the assembly and secretaries jointly. At the end of the meeting, the report and other documents shall be delivered to the Chairman of the Board of Directors. The Chairman of the Board of Directors shall be responsible for protecting these documents and delivering them to the newly elected board of directors within seven days.

Within thirty days following the election made by the General Assembly, the Chairman of the Board of Directors shall notify the highest administrative authority the full name, date and place of birth, father’s name, profession and residency address of regular and alternate members elected to the Board of Directors and Auditing Board and other bodies of the Association.

The General Assembly shall discuss and decide on following issues:

1. Electing bodies of the Association,
2. Amending the Association Charter,
3. Examining work reports of bodies elected by the General Assembly of the Association, discussing reports of the Board of Directors and Auditing Board, and if necessary changing and accepting such reports,
4. Discharging the Board of Directors,
5. Examining the regulations to be drawn up by the Board of Directors on the works of the Association, and approving such as they are or with amendments,
6. Giving a power of attorney for bringing a lawsuit,
7. Discussing and agreeing on the budget,
8. Identifying the entry fee and annual fee,
9. Providing the Board of Directors with the authority to obtain necessary permissions to rent, furnish and use the management building required for the Association, making electricity, water, gas, telephone and Internet subscriptions, buying movable or immovable properties, mortgage these properties or release such mortgage or dispose all movable or immovable properties in line with the general purposes of the Association,
10. Deciding on engaging in international activities, becoming member to or quitting membership of associations and organizations abroad by the Association,
11. Deciding on Association’s participation to and resignation from the federation, that contain energy related associations,
12. Establishing commissions in order to organize activities of the Association,
13. Deciding on the dissolution of the Association,
14. Fulfilling other duties to be carried out by the General Assembly as specified in the Association Charter and legislation

The General Assembly shall supervise other bodies of the association and may discharge them justifiable reasons.

The General Assembly shall make the final decision on acceptance to and removal from membership. As the most authoritative body of the Association, it shall carry out the works and use the authorities that have not been given to another body of the Association.

The authority to represent the Association shall belong to the Board of Directors. The Board of Directors shall consist of seven (7) regular and five (5) substitute members elected with secret vote by the General Assembly.

Members of the Board of Directors shall be elected for 2 (two) years. The Board of Directors shall elect one Chairman, one Vice Chairman, one Accountant from among its members.

Duties and authorities of the Board of Directors shall be as follows:

1. To implement Charter provisions and General Assembly decisions,
2. To represent the Association or delegating one or more of its members for this purpose,
3. To prepare a budget and submit such budget to the General Assembly,
4. To employ Secretary or other personnel required in accordance with the Labour Law and other relevant regulations,
5. With the authority granted by the General Assembly, to buy immovables, to sell movables and immovables of the Association, to have buildings or facilities constructed, to enter into rental contract, to have mortgage or rights in kind established in favour of the Association, and when necessary, to carry out any kind of buying, selling and disbursement transactions,
6. To perform its other duties and authorities assigned by the legislation,
7. To open accounts in any bank on behalf of the Association and to manage such accounts through persons authorized by the Board of Directors,
8. To take decisions on acceptance or removal of the members,

The Board of Directors may be convened at any time provided that all members are notified.  The Board of Directors meetings should be done at least four (4) times in a year. When necessary, extraordinary meetings may also be held upon written request by three (3) members at least, provided that one of which shall be the chairman or its deputy.

The Chairman of the Board of Directors shall also be the President of Association. The Board of Directors shall convene upon the call of and in line with the agenda determined by the President of Association. However, subjects notified in writing by two members shall be included in the agenda. The Board of Directors shall take its decisions on the following subjects, with the following quorums.

1. Announcements and notifications to be made by the Association to the public, government bodies and 3rd persons and statements to be made by the Association to any kind of media organ shall be binding upon the Association, provided that such decision is taken by unanimous vote with participation of all members of the Board of Directors of the Association and required statements are made after the decision is taken.
2. Buying and selling, renting, mortgage and release of mortgage of immovables, and borrowing of the Association shall be subject to the quorum stated in paragraph “a”.
3. Quorum for the decisions to be taken for the subjects other than those stated in paragraph a and b shall be one more than half of the total number of the Board members, and quorum for decisions shall be absolute majority of the participants.

In case a Board Member departures from office for any reason, Substitute Members shall become regular member according to their rank in voting. If the representative of a Company changed, the changing should be declared to association via Board of Directors decision of the company in fifteen (15) days. If it is not declared during the mentioned time, the Board of Directors shall decide whether Board membership of that member will continue.

Auditing Board is authorized auditing body of the Association and its duties shall be to inspect and report whether the Association operates in line with the purpose stated in the Charter and with the stated fields of the activities to be carried out in order to achieve that purpose, to inspect and report the budget and accounts of the Association over relevant books and documents, and to audit and report whether the Association’s operations are carried out in accordance with the legislative principles. It shall be consisted of three regular and three substitute members to be elected by the General Assembly for two (2) years.

Auditing Board shall convene within fifteen days at the latest after its election and shall elect a Chairman and a Reporter from its members. In case a regular member resigns from membership of the Auditing Board or departs from office for other reasons, substitute members shall be called for duty in accordance with their rank in voting in the General Assembly. Auditing Board shall perform its inspection duty by convening at intervals not exceeding one year and submit the results of audit in a report to the Board of Directors and the General Assembly. Auditing Board shall take its decisions with absolute majority. Auditing Board shall perform required audits upon request of the Board of Directors as well. Auditing Board shall call the General Assembly for meeting when necessary.

Internal Audit of the Association: While internal audit may be carried out by the General Assembly, the Board of Directors or the Auditing Board, it may also be carried out by an independent audit organization.  Audits carried out by the General Assembly, the Board of Directors or Independent Audit Organizations shall not relieve the Auditing Board from its obligation for audit. The Association shall be audited by the Auditing Board once a year at the latest. Where deemed necessary, the General Assembly or the Board of Directors may perform an audit or have it performed by independent audit organizations.

Secretariat shall consist of a Secretary General to be assigned by the Board of Directors and adequate number of personnel. Salary and working conditions of the Secretariat personnel shall be determined by the Board of Directors.

Secretariat shall be obliged to regularly submit reports to the Board of Directors and perform activities of the Association in accordance with the decisions of the General Assembly and of the Board of Directors. Secretary General may attend the meetings when requested by the Board of Directors. However, Secretary General shall not have the right to vote in the meetings of the Board of Directors.

Accounting period shall be one calendar year. Operating and fiscal period shall start on the foundation date of the Association. Fiscal period shall start on January 1st on which the budget enters into force and end on December 31st.

Incomes of the Association are given below:

1. Entry Fee: It is the fee determined by the Board of Directors in the budget of each operating period and prescribed to be charged for once only from the members, who are accepted to membership. Entry fee shall be fully paid and in any case, no later than the 15th day following the approval of the membership application by the Board of Directors.
2. Annual Fee: It is the annual fee prescribed in the budget approved by the Board of Directors for each operating period, and mandatory to be paid by the members during their membership.  In case membership starts anytime during a year, the fee to be determined by proportioning the annual fee to full months from acceptance of membership by the Board of Directors until the end of that year shall be fully paid until the end of the month in which membership is accepted.
3. Earnings gained from commercial activities engaged by the Association in order to obtain the income it requires to accomplish its purpose,
4. Incomes obtained from assets of the Association.
5. Donations from various natural and legal persons.
6. Incomes obtained from social activities, scientific studies, projects and publications.
7. Aids in kind and in cash prescribed by national legislative regulations and other incomes. In case the Association collects charity by giving receipt, having bank accounts opened, issuing charity stamps or by organizing activities such as raffle, cultural and sportive shows, tours and entertainments, etc., applicable provisions of Charity Collection Law No 2860 shall be followed.
8. Other incomes.

The Association, where required in order to accomplish its purpose and to carry out its activities, may borrow from persons and institutions provided that it is discussed and accepted by the General Assembly, and the Board of Directors is authorized accordingly. This borrowing may be on credit for purchase of goods and services as well as in cash. However, such borrowing may not be in amounts that cannot be covered by income sources of the Association and in a manner to cause the Association have difficulty in payment.

Persons to collect the Association’s incomes shall be determined by the decision of the Board of Directors and an authorization certificate shall be issued in the name of such persons.

Termination of the Association may be decided by the General Assembly. 2/3 of the members must be present in the General Assembly for termination. If this majority cannot be reached in the first meeting, the members shall be called for a second meeting. The number of members attending the second meeting may not be less than two times of the total number of the members of the Board of Directors and the Auditing Board. Quorum required for decision on termination of the Association shall be 2/3 of the votes of the members who are present in the meeting and have the right to vote. Termination decision shall be taken by open vote in the General Assembly.

Liquidation Procedures

When termination decision is taken by the General Assembly; liquidation of money, properties 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 start as of the date on which termination decision is taken by the General Assembly or on which automatic termination becomes definite.  In all operations during liquidation period, “Natural Gas Importers Association in Liquidation” shall be indicated before the name of the Association.

Liquidation Board shall be responsible and authorized for completion of the all procedures thoroughly for liquidation of money, properties and rights of the Association in accordance with the legislation. This Board first examines accounts of the Association. During examination, the Association’s books, receipts, expenditure documents, land registrations and bank records and other documents shall be determined and its assets and liabilities shall be reported. Debtees of the Association shall be called during liquidation process and properties of the Association, if any, are liquidated and paid to the debtees. In case the Association is debtee, its receivables shall be collected. All money, properties and rights remaining after collection of the receivables and payment of the liabilities shall be transferred to a place determined in the General Assembly. If a transfer place is not determined in the General Assembly, they shall be transferred to the association which stands closest to its purpose in the province in which the Association is located and has the highest number of the members on the termination date.

All transactions regarding liquidation shall be indicated in the liquidation report and liquidation procedures shall be completed within three months, excluding time extensions granted by local authorities on reasonable grounds.

Following completion of liquidation and transfer procedures for money, properties and rights of the Association, the Liquidation Board must notify the situation with a letter to the local authority of where the Association is located within seven days, and such letter must be accompanied by the liquidation report.

Members of the last Board of Directors shall, in the capacity of the Liquidation Board, be responsible for preserving books and documents of the Association. This duty may also be assigned to a member of the Board of Directors. These books and documents shall be preserved for five years.

The association shall not engage in any prohibited activity, conduct political activities or propagate any political party as specified in the relevant articles of the Associations Law.

The association and its members shall comply with the relevant provisions of the aforementioned law and take necessary measures to ensure that other members comply with them as well.

Managing bodies and employees of the association and member companies shall abide by laws applicable to the cases of violation of competition and shall not adopt any anticompetitive manner or take part in such a practice. Association shall publish the Declaration of Commitment to Competition Rules (“Declaration”) concerning these matters. Managing bodies and employees of the association and the member companies are responsible to know what is in this Declaration and act accordingly in all activities of the Association.

The General Assembly shall have the authority to decide on amendment of the Charter. Provisions of the Charter may be amended provided that such amendment is included in the agenda of Ordinary and Extraordinary Meetings.

In order to be able to amend the Charter in the General Assembly, 2/3 majority of the members who have the right to attend the General Assembly shall be required. In case the meeting is postponed due to absence of the majority, majority shall not be required in the second meeting. However, the number of the members attending this meeting may not be less than two times of the total number of the members of the Board of Directors and the Auditing Board.

Quorum for decision on amendment of the Charter shall be 2/3 of the votes of the members who are present in the meeting and have the right to vote. Decision on amendment of the Charter shall be taken by open vote in the General Assembly. Amendments shall enter into force at the moment they are approved in the General Assembly.