Charter

 

CHARTER OF DOĞUM İÇİN ELELE (HAND TO HAND FOR BIRTH) ASSOCIATION

 

Name and Address of the Association

Article 1 - The Association’s Name is “Doğum İçin Elele Derneği”. The Association is headquartered in Istanbul.     

The Association’s Purpose and the Subjects and Methods of the Association’s Activities for the Achievement of its Purpose and Field of Activity

Article 2 - By building the Association’s activities on the fundamental human rights as a whole and by being aware of the infant development’s importance for the social health besides the individual health, to give training and services to all of the relevant persons in the birth process of an individual, to raise awareness, to create social awareness, to reinforce the child-parent relations and family ties in the short term process during the birth process and thereafter, and to ensure that the different periods are experienced by all of the relevant persons healthily and in the optimum way for the high benefit of individuals from the preconception period to the postnatal period.

The Subjects and Methods of the Association’s Activities:

In all of its activities, trainings, researches, reporting, etc... studies that the Association will carry out to achieve its subject, it shall consider any and all traditional and up-to-date information such as the scientific methods, evidence-based results, new methods that are on trial, historically implemented methods, etc... and shall conduct the following activities:

1- To conduct researches for the activation and development of activities; 

2- To organize training activities such as courses, certification programs, conferences, and panels and to develop certain standards and certification methods for those activities;

3- To supply any and all of the information and documentation that are necessary for the achievement of the purpose, to create a documentation center, and to publish newspapers, magazines, books, bulletins, and similar materials for announcing its activities;

4- To provide a healthy work environment and to supply any and all tools and devices, equipment, fixtures and office supplies for achieving the purpose;

5- By obtaining the required licenses, to launch fundraising campaigns and to accept donations locally or abroad;

6- To establish and operate economic, commercial, and industrial businesses for deriving the required incomes in the fulfillment of the purposes of this charter;

7- To open lounges, to establish social and cultural facilities, and to furnish them for providing its members with opportunities for leisure activities;

8- To organize dinner parties, concerts, balls, theater plays, exhibitions, sport events, trips, amusement activities, etc... or to provide its members with opportunities for benefiting from such activities for developing and sustaining human relations among its members;

9- To buy, sell, lease out, or rent in any required chattels or immovable properties and to establish real rights over the immovable properties as necessary for the association’s activities;

10- Where deemed necessary for the achievement of the purpose, to establish a foundation, to establish a federation or to participate in an existing federation, and to establish such facilities that can be established by associations under the required licenses locally or abroad;

11- To engage in international activities, to become a member of foreign associations or organizations, and to conduct joint activities and cooperate with those organizations;

12- Where deemed necessary for the achievement of the purpose, to conduct joint projects with the public agencies and institutions on such subjects that fall within the scope of its area of activity without prejudice to the provisions of the Law 5072 on Relations between Associations and Foundations and Public Agencies and Institutions;

13- To establish funds to meet the essential needs of the association's members such as foodstuff and clothing and other goods and services, along with their short term borrowing needs;

14- To open representative agencies and branch offices in the required places;

15- In the areas that are not banned and are relevant with the association’s purpose, to create platforms with other associations or foundations, unions, and similar nongovernmental organizations for the achievement of a common objective;

16- To engage in the activities together any national or international associations, foundations, establishments, etc..., which conduct similar activities in line with the Association’s purpose, for the development and implementation of infant and birth rights in Turkey;

17- To assist all pregnant women, led by unintended pregnancy cases, with any psychological, legal, and healthcare counseling support until giving birth and starting their lives with their babies;

18- To make efforts for the reinforcement of the cooperation and coordination among gynecologists, perinatologists, neonatal and gynecologic healthcare professionals, midwives, nurses, doulas, antenatal trainers, pregnancy and delivery psychotherapist, etc... professionals;

19- To conduct supportive activities in legal and social terms, along with the ones aiming the professional life for the protection of birth personnel;

20- To conduct activities for the mother and infant friendly birth before any and all relevant agencies and institutions, led by the relevant ministries and public agencies and institutions; and

21- To organize contests, to grant other incentives and prizes, to file and procced with lawsuits, where necessary regarding its purpose, to intervene in any lawsuits already filed, and to file applications with mediation, ombudsman institution, etc... agencies.

 

The Association’s Area of Activity

The Association shall operate locally and abroad in social, cultural, and instructional fields.

Right to Become a Member and Membership Procedures

Article 3- Any real and legal persons are entitled to become the members of this Association, providing that they have legal capacity, that they adopt the Association’s purposes and principles and agree to make efforts in this context, and that they meet the legally envisaged conditions. However, the foreign natural persons must have been granted the right of settlement in Turkey to become members. This condition is not applicable to honorary membership.

A membership application, which will be filed in writing with the Association, shall be resolved upon by the association’s board of directors within no later than thirty days either in favor or denial of the application and the applicant shall be informed on the outcome in writing. Members shall be registered in a book that is kept for this purpose upon approval of their applications.

The Association’s members are the persons that are granted membership unanimously by the board of directors upon their application.

Persons that have contributed to the Association in material or moral terms can be admitted as honorary members under the board of directors’ resolution.

      

Resignation from Membership

Article 4- Every member is entitled to resign from membership through a notice in writing.

The resignation procedures shall be deemed to have been completed upon receipt by the board of directors of a member’s letter of resignation. Resignation from membership shall not release a member from liability to pay her/his arrears.

Exclusion from Membership

Article 5- The cases that require exclusion from membership are as follows:

1- Acting in violation of the Association’s charter;

2- Consistently avoiding the assigned duties;

3- Failure to pay the membership fee for six months despite being warned in writing;

4- Failure to abide by the decisions of the Association’s bodies; and

5- Discontinuation of meeting the membership conditions.

Where any of the abovementioned cases is determined, the person concerned shall be excluded from membership under the board of directors’ resolution.

The persons that resign or are excluded from membership shall be deregistered and may not claim any on the Association’s assets.

The Association’s Bodies

 Article 6- The Association’s bodies are enumerated below.

 1-Genel Assembly;

 2-Board of Directors; and

 3-Supervisory Board.

Organization, Assembly Periods, and Convocation and Meeting Procedures of the Association

Article 7- The general assembly shall be Association’s senior body and it shall consist of the Association’s registered members.

 The general assembly shall convene

1-Ordinarily at such times that are prescribed herein; and

2-Extraordinarily within thirty days in such cases that are deemed necessary by the board of directors of supervisory board or upon request in writing of the one-fifth of members.

 Ordinary general assembly shall convene once every three years, in January, and on the date and at the time to be determined by the board of directors.

The board of directors shall convoke the general assembly meeting.

Where the board of directors does not convoke the general assembly, a magistrate shall assign three members to convoke the general assembly upon application of a member.

Convocation Method:

The board of directors shall list the members that are entitled to take part in a general assembly according to the association’s charter.  The members that are entitled to take part in a general assembly shall be convoked no later than fifteen days prior to the meeting through the announcement of the general assembly day, time, venue, and agenda on at least one newspaper or on the association’s website, by serving notice in writing, sending message at the member’s notified electronic mail address or contact number, or via local means of media. This convocation shall also contain the day, time, and venue details of a second meeting where the general assembly cannot be held due to a failure to constitute the quorum. The period between the first and the second meetings may not be shorter than seven days and longer than sixty days.

Where a general assembly is postponed due to a reason other than the failure to constitute the quorum, this shall be announced to the members according to the convocation method, which was applied for the first general assembly meeting, by explaining the reason of postponement. The second meeting must be held within no later than six months as from the date of postponement. The members shall be convoked again for the second meeting according to the provisions of the paragraph one.

General assembly meetings may not be postponed more than once.

Meeting Method:

General assembly meetings shall convene with the simple majority of the members that are entitled to take part or, in case of an amendment to the charter and dissolution of the Association, with the participation of their two-thirds and where a meeting is postponed due to a failure to constitute the quorum, then the quorum shall not be sought at the second meeting. However, the number of members participating in this meeting may not be less than twofold of the whole number of the members of board of directors and supervisory board.

The list of the members that are entitled to take part in a general assembly shall be made available at the meeting venue.  The identity certificates, which are issued to the members that will have access to the meeting venue, shall be checked by members the board of directors or by the persons to be assigned by the latter. The members shall enter the meeting venue by affixing their signatures next to their names on the list that is prepared by the board of directors.

Where the quorum is constituted, this shall be recorded in writing and the chairperson of board of directors or a member to be assigned by her/him shall open the meeting. Where the quorum not is constituted, the board of directors shall draw up a written record.

After the opening, the meeting council shall be constituted by electing a meeting chairperson and vice chairperson in a sufficient number to run the meeting, along with a scribe.

In the elections to be held for electing the Association’s bodies, the voting members must produce their identity documents to the council members and affix their signatures next to their names on the list of attendees.

The council’s chairperson shall run and ensure the security of meeting.

At a general assembly, only the items of agenda shall be discussed. However, the subjects that are proposed for discussion by one-tenth of the attendees in writing must be included in the agenda.

Each member has one voting right at a general assembly meeting and members must cast their votes in person on any subject, other than the selection of association’s bodies. Honorary member can take part at the general assembly meetings, but may not vote. Where there is a legal entity member, the chairperson of the legal entity’s board of directors or a person representing her/him shall vote.

The subjects discussed and the decisions taken at a meeting shall be recorded in writing and signed by the council chairperson and scribes.  By the end of the meeting, the written record and other documents shall be delivered to the chairperson of board of directors. The chairperson of board of directors shall be responsible for keeping these documents and delivering the same to the newly elected board of directors within seven days.

Voting and Decision Making Methods and Procedures at a General Assembly Meeting

Article 8- At a general assembly meeting, elections shall be held as open ballot, unless decided otherwise. The method to be determined by the general assembly chairperson shall apply during the open ballot procedure.

Where a secret ballot is to be held, the members shall place the ballot papers sealed by the meeting chairperson in an empty box after casting their votes thereon and the result shall be determined via an open counting procedure at the end of voting.

General assembly resolutions shall be carried by the absolute majority vote of the members present. However, resolutions to amend the charter and dissolve the association can be taken by the two-thirds of members present.

Decisions Taken without Meeting or Convocation:

The decisions taken by all members in writing without coming together and the decisions taken by all members of the Association by coming together without complying with the convocation method that is set forth herein.   Taking decisions by this means shall not constitute an ordinary meeting.

Duties and Powers of General Assembly

Article 9- The general assembly shall discuss and decide on the following matters.   

1- Election of the Association’s bodies;

2- Amendment of the Association’s charter;

3- Discussion of the board of directors’ and supervisory board’s report and release of the board of directors;

4- Discussion of the budget prepared by the board of directors and approval thereof as is or as being amended;

5- Authorization of the board of directors to purchase the immovable properties that the Association needs or to sell the existing immovable properties;

6- Review of the regulations to be prepared by the board of directors regarding the Association’s activities and approval thereof as is or as being amended;

7- Determination of the wages and any allowances, travel pays, and compensations payable to the non-public official chairpersons and members of the Association’s board of directors and supervisory board and the per diem allowances and travel pays payable to the members to be assigned in the Association’s services;

8- Decision for the Association’s joining in or resignation from a federation;

9- Conduct of the Association’s international activities and joining in or resignation from foreign associations and organizations;

10- Establishment of a foundation by the Association;

11- Dissolution of the Association;

12- Reviewing and deciding on the board of directors’ other suggestions; and

13- Fulfillment of the other duties that need to be carried out by the general assembly according to the statutory regulations.

General assembly shall oversee the other bodies of the association and may dismiss them at any time for just causes.

General assembly shall take the final decision of admitting to or exclusion from membership. As the senior body of the Association, it shall exercise the powers and carry out the functions that are not granted/assigned to another body of the association.

Organization, Duties, and Powers of the Board of Directors

Article 10- The board of directors shall consist of five permanent and five reserve members to be elected by the general assembly.

The board of directors shall delegate the duties under a decision to be taken at its first meeting after the election and shall assign the chairperson, vice chairperson, scribe, bookkeeper, and members. 

The board of directors may be convoked at any time, provided that the members are notified thereof. It shall convoke with the participation of the members in a that is number one more than half of their whole number. Absolute majority vote of the whole number of attending members shall be sought to take decisions.

Where any permanent member position of the board of directors goes vacant due to resignation or for other reasons, reserve members must be called for duty according to rhe number of votes received at the general assembly.  

Duties and Powers of the Board of Directors

The board of directors shall fulfill the following duties.

1- To represent the Association or to authorize one or several member/s in this context;

2- To conduct the procedures relating to the income and expense accounts and to prepare the future period’s budget and to seek the general assembly’s approval;

3- To draft regulations for the Association’s activities and to seek the general assembly’s approval;

4- Under the authorization of the general assembly, to buy immovable properties, to sell the Association’s chattels and immovable properties, to have buildings and facilities constructed, to enter into lease contracts, and to establish pledgees, mortgage, and real rights on the Association’s behalf;

5- To open representative agencies in such places that are deemed necessary;

6- To implement the general assembly decisions;

7- By the end of each period, to issue the operating accounts or balance sheet and income statement and draw up a report that explains the board of directors’ activities and to submit the same at the general assembly meeting;

8- To implement the budget;

9- To take decisions on the admission and exclusion of members to/from the Association;

10- To take and implement any and all decisions for the implementation of the Association’s purpose;

11- To carry out the other duties assigned and other powers granted under statutory regulations.

Organization, Duties, and Powers of Supervisory Board

Article 11- Supervisory board shall consist of three permanent and three reserve members to be elected by the general assembly.

Where any permanent member position of the supervisory board goes vacant due to resignation or for other reasons, reserve members must be called for duty according to the number of votes received at the general assembly.

Duties and Powers of the Supervisory Board

The supervisory board shall inspect if the Association operates in line with the purpose that is set out in its charter and the subjects of activity that are required for the achievement of its purpose and if the books, accounts, and records are kept in accordance with statutory regulations and the Association’s charter at maximum one-year intervals and according to guidelines of the Association’s charter and shall report the audit outcomes in writing to the general assembly and board of directors.

The supervisory board shall convoke the general assembly where necessary.

The Association’s Income Resources

Article 12- The Association’s income resources are enumerated below.

1- Membership Fee: Members shall be charged TRL 150 as an admission fee and TRL 100 as an annual membership fee. The general assembly is authorized to increase or decrease these amounts;

2- Donations and aids in cash and in kind that are voluntarily made by real and legal entities to the Association;

3- Revenues derived from the tea and dinner parties, trips and amusement events, stage plays, concerts, sports contests, conferences, and similar events that are organized by the Association;

4- Revenues derived from the Association’s assets;

5- Donations and aids to be raised according to the legal provisions on fundraising;

6- Income generated from commercial activities that the Association is engaged with an aim to obtain the revenue that is required for the achievement of its purpose; and

7- Revenues derived from courses, workshops, conferences, symposiums, trainings, etc... to be organized.       

Establishment of the Association’s Branches

Article 13- The Association may open branches under the general assembly decision at such places that are deemed necessary. A founders' committee of at least three members that is empowered for this purpose by the Association’s board of directors shall submit the branch establishment notice and required documents according to the Law on Associations to the senior civilian authority of the place of the branch to be opened.

 

Duties and Powers of Branches

Article 14- The branches shall be the Association’s unincorporated internal organizations that are empowered and assigned to conduct autonomous activities in line with the Association’s purpose and fields of subject and the Association shall be liable for all of the debts and credits thereof.

Bodies of Branches and Provisions Applicable to Branches

Article 15- The bodies of branches shall be the general assembly, board of directors, and supervisory board.

General assembly shall consist of the branch’s registered members. The board of directors shall consist of five permanent and five reserve members and the supervisory board shall consists of three permanent and three reserve members to be elected by the general assembly.

The duties and powers of those organs and the other provisions for the Association that are set forth herein shall be applicable also to the branches within the legal framework.

Convocation Periods of Branch General Assembly Meetings and Representation Thereof at the Head Office’s General Assembly

Article 16- Branches shall hold their ordinary general assembly meetings no later than two months before the head office’s general assembly meeting.