I. GENERAL PROVISIONS
Name and Principal Office of the Association
Article – 1: The name of the association shall be Petroleum and Natural Gas Platform Association, commonly known as PETFORM and shall be referred to as “the Association” throughout the following articles of this Bylaws (“Bylaws”). The principal office of the Association is located in Ankara. Branch offices of the Association will not be opened.
Purpose of the Association
Article – 2: The purpose of the Association is to contribute to the formation of the structure that provides for the long term healthy development of companies active in petroleum and natural gas sectors and related areas, to carry out research and development services in their area of activity and to establish public opinion on the same, in accordance with the economic principles provided by the Turkish Constitution and legislation regarding concessions and privatization taking into consideration the energy policies, scientific and technical requirements and international agreements.
Scope of Activity of the Association
Article – 3: The Association may carry out the following, in order to achieve its purposes stated above, each to be undertaken in accordance with all applicable laws binding on each member:
The Association is established for the purposes of the objective and in the fields stated above and all discussions among members shall be limited to the permitted scope stated above.
Founders of the Association
Article – 4: The names, surnames, birth places and dates, residences and nationalities of the founders are listed on the last page of the Bylaws.
Article – 5: The Association cannot perform any of the prohibited activities stated in the relating provisions of the Associations Law. It is prohibited to perform any political activities and to make propaganda in favor of any political party.
The Association and the members shall comply and cause the other members comply with relating provisions of the Law referred to above and shall take all necessary measures for that purpose.
II. ANTI-TRUST LAW COMPLIANCE
Executive bodies of the Association, officers and its member companies comply with all applicable antitrust laws within the framework of all their activities of the Association; and shall not therein engage in anticompetitive conduct or practice. The Association will apply the Antitrust Statement (“Statement”) and Antitrust Compliance Guidelines (“Guidelines”). Executive bodies of the Association, officers and its member companies are obliged to know the Statement and the Guidelines and to obey them in all activities of the Association. In case of violation of the Statement, the Guidelines or applicable antitrust laws, the Association will take action in accordance with Article 9 of the bylaws.
III. MEMBERSHIP PROVISIONS
Article – 6 : State-owned or private companies, which are eligible to be a member in accordance with the Associations Law and active in petroleum and natural gas sectors and related areas in accordance with effective legal regulations may apply for membership. Real persons who are meeting the requirements stipulated in the Associations Law can only be accepted as Honorary Members by the authorized body.
Article – 7 : The membership classifications of the Association are as follows:
Admission for Membership
Article – 8 : The application for Principal Membership shall be made by filling and signing the Membership Application Form prepared by the Association. In addition to the Membership Application Form, the Power of Attorney, the Signature Declaration of the Representative and the Commercial Registration Certificate must also be submitted to the Association. The Board of Directors shall resolve the applications for membership made in accordance with the conditions referred to in the Bylaws within maximum thirty days and notify the applicant of the result in a written form.
The rejected applicant may object this decision with a petition submitted to the Board of Directors. Such objection shall be reviewed and resolved at the first Meeting of the General Assembly.
Termination of Membership
Article – 9 : The membership terminates by dissolution, resignation or the decision of the Board of Directors. The completion of the Power of Attorney of the representative of member legal person does not mean resignation from membership.
Resignation: Any member may resign at any time from membership by submitting a written resignation to the Board of Directors.
Upon the Decision of the Board of Directors: The Board of Directors shall be entitled to terminate the membership of any member who fails to possess its eligibility for membership or acts contrary to the Bylaws and purposes of the Association or to the decisions of the General Assembly and the Board of Directors.
Any member, who fails unreasonably to meet its obligations relating to the payment of dues in a timely manner as stipulated in the Bylaws, shall be sent a written notification. If such member does not affect such payment within thirty days following the receipt of such notification, its membership shall be terminated by the decision of the Board of Directors and it shall be informed in writing.
Members whose memberships are terminated by the decision of the Board of Directors may submit their objection to such decision, in which case such decision shall be reviewed at the next Meeting of the General Assembly following the notification. In case of objection, the membership obligations of such member continue. All objections must be submitted in writing to the Board of Directors. The decision on termination of membership becomes final if the objection is not submitted.
No person whose membership has been terminated due to a reason referred to in this Article may claim any rights on any property of the Association.
Article – 10: No person can be forced to be a member or to continue being a member of the Association. Without prejudice to the limitations on the voting rights of the Honorary Members, all members have equal rights. Each Principal Member is entitled to cast one (1) vote in the meetings of the General Assembly.
IV. BODIES OF THE ASSOCIATION
Bodies of the Association
Article – 11: The bodies of the Association are:
Article – 12: General Assembly consists of all Principal Members and is the highest authorized body of the Association. General Assembly meets regularly each year in January on the date announced by Board of Directors.
Call for Meetings
Article – 13: The Board of Directors shall prepare the list of the members entitled to attend the General Assembly in accordance with the Bylaws of the Association. Members attending to the General Assembly are to be invited to the meeting at least 15 days before the meeting day by way of informing the date, hour, place and agenda in writing. On this notice, in case there is no majority at the first meeting, the date and hour of the second meeting is informed. The period between the first and the second meeting can be at least a week or at most 60 days.
When the meeting is adjourned due to any problem other than the lack of majority, the Board of Directors informs the members attending to the General Assembly about reasons of adjournment. The second meeting is held in six months at the latest following the adjournment date. Members are invited to second meeting in accordance with the principles noted in this article. Meeting of General Assembly should not be adjourned for more than once.
Extraordinary Meeting of the General Assembly
Article – 14: An extraordinary meeting will be held when there is an urgent situation that cannot be delayed till the regular meeting of the General Assembly or when an important case which needs to be discussed without delay arises. Such meeting may be called by the Board of Directors within one month following a written and signed application of 1/5 of total members of the Association or a decision taken by absolute majority of votes of the Board of Directors or a decision taken by absolute majority of the Audit Committee with respect to the accounts and transactions of the Association or the budget thereof.
The Place of the Meeting
Article – 15: The meetings of the General Assembly shall be held at the place where Board of Directors decides.
Agenda and Quorum for the Meeting
Article – 16: Only the subjects stipulated in the agenda shall be discussed at the General Assembly. However, on General Assembly meetings, any subject which is brought forward for discussion by at least 1/10 of the present members must be added to the agenda.
General Assembly gathers with the participation of the absolute majority of the members having right to attend, in case of bylaws amendment and annulment of the association with the two thirds of the members. In case the meeting is delayed due to the lack of majority, no condition of majority is required on the second meeting. But the number of the attendants on this meeting should not be less than the two times of the whole number of the Principal Members of the Board of Directors and the Audit Committee.
The Meeting Procedures
Article – 17: The members, who will attend the meeting, have to sign the space across their names in the list prepared by the Board of Directors as they enter in the meeting hall. The Chairman of the Board of Directors or one of the members of the Board of Directors designated by him/her opens the meeting of General Assembly.
The roll call is performed to determine the presence of quorum for the meeting. Upon determining the presence of quorum for the meeting, the Assembly Board, which consists of the Chairman, Deputy Chairman and a Clerk, are elected among the members.
The Chairman of the Assembly Board chairs the meeting. The Clerk of the Assembly Board prepare, sign and have the Chairman sign the minutes of the meeting. At the end of the meeting all the records and the documents shall be signed by the Chairmanship Council and delivered to the Board of the Directors.
Quorum for taking decisions in the General Assembly is the absolute majority of the members attending to the meeting. When equal votes are received in the voting for the election of the members of the Board of Directors, a new voting only among the members receiving equal votes shall be realized to determine the principal and alternate members of the Board of Directors. Meetings on which amendment of legislation is done and annulment of the Association is decided quorum for taking decision is two thirds majority of the attendants.
Within thirty days following the election implemented by the General Assembly, the names, surnames, birth places and dates, father names, professions and residences of principal and alternate members elected to the Board of Directors and Audit Committee, shall be delivered in a written form to the most senior administrative officer of the place by the Chairman of the Board of Directors.
Duties and Powers of the General Assembly
Article – 18: Following matters are discussed and resolved by the General Assembly:
Board of Directors
Article – 19: The Board of Directors is the execution and representation body of the Association; it conducts this duty in accordance with the laws and bylaws of the association. The Board of Directors comprises of seven principal and five alternate members elected by general Assembly by secret votes.
The members of the Board of Directors are elected for one year. At the first meeting after the election, the Board of Directors shall distribute the tasks and elect a Chairman, a Deputy Chairman and a Compter, among its members.
Duties and Powers of the Board of Directors
Article – 20: The duties and powers of the Board of Directors are as follows:
In the event that a Secretariat or other necessary bodies are established for carrying out the activities of the Association, the powers and responsibilities of the General Assembly or the Audit Committee cannot be assigned to these bodies.
Meetings of the Board of Directors
Article – 21: The Board of Directors meets once in a month and if necessary, may hold extraordinary meetings without any limitation upon the written request of the Chairman, Deputy Chairman and three members.
The Board of Directors meets upon call of, and with the agenda prepared by, the Chairman of the Association. However, items proposed by two members in writing shall be added to the agenda. The quorum for the Board of Directors meetings is the simple majority of the members. The decisions are taken by the simple majority of the members present.
Article – 22: A member of the Board of Directors retiring therefrom for any reason, shall be replaced with an alternate member with the highest number of votes. When the alternate members receive equal votes, the one to be designated as principal member shall be determined through drawing of lots before the Board of Directors. A member unreasonably absent at two consecutive meetings or at four meetings totally in a year shall be deemed as resigned from the membership of the Board of Directors.
Article – 23: The Audit Committee is formed by three principal and three alternate members elected by the General Assembly. The Audit Committee conducts its auditing duty by gathering at least once a year and the results of the auditing are presented to the Board of Directors and General Assembly as a report. The Audit Committee makes the decisions with absolute majority. The Audit Committee conducts the required auditing operations on demand of the Board of Directors. Internal audit of the Association is made by the Audit Committee.
The Disciplinary Committee shall consist of three (3) principal and three (3) alternate members to decide on the disciplinary penalties regarding all legal entities that are registered members of the Association as well as the real persons that are authorized to represent the member legal entities in the activities of the Association. Term of office of the members of the Disciplinary Committee elected by the General Assembly shall be one year.
The Implementing Regulation drafted within the framework of this Bylaw shall regulate the application procedure and conditions to the Disciplinary Board, the procedure for the defense statements and notifications, as well as the examination of the complaints, finalization of the decision regarding these complaints, and the Disciplinary Committee and its practices.
Article 25: Secretariat consists of a Secretary General and a sufficient number of professional staff, all appointed by the Board of Directors. The salaries and working conditions of the secretariat personnel are determined by the Board of Directors.
The Secretariat shall regularly report to the Board of Directors and shall perform the activities of the Association in accordance with the resolutions of the General Assembly and the Board of Directors.
Secretary General will attend the regular meetings of the Board of Directors except the meetings in which the status of the Secretary General is discussed. However the Secretary General will not have a right to vote in any Board of Directors meeting.
V. FINANCIAL PROVISIONS
Term of Activity and Budget
Article – 26: Term of activity starts on 1st January and ends on 31st December.
The expenditures to be incurred within the period between 1st January when the budget comes into effect and the date of its approval by the General Assembly shall be made in accordance with a temporary budget to be prepared considering the expenditures of the past year.
Income of the Association
Article – 27: The items of income of the Association are as follows:
The Law on Collection of Donations numbered 2860 shall apply in the event the Association collects donations through official receipts, opening bank accounts, publishing special stamps, arranging lotteries or organizing cultural and sports events or trips and other entertainments.
Procedures for Income and Expenditures
Article – 28: The income of the Association is collected with Official Receipts. The identity of the grantor or person who pays dues is written on the Official Receipt and his signature is taken. Officers collecting the grants, dues and aid are determined with the decision of the Board of Directors, it is registered to the most senior administrative office of the place and certificate of authorization is issued for them.
In case the income of the association is collected through banks, documents like extract of the account and the account of the abstract are considered as the Official Receipt. Official Receipt to be used in collecting of the income of the association is issued with the decision of the Board of Directors.
On spendings related to the expenses, invoice or voucher is to be taken. In case these documents are not taken the document of spending is issued and retail sales voucher is added to this document. The retention period for the Official Receipt and Spending Documents are five years.
Register and Other Documents
Article – 29: The Association keeps registers and records as required by the Associations Law. The Board of Directors is responsible for keeping the registers and records properly as required by the legislation and for preserving them for a period of 10 (ten) years.
VI. DISSOLUTION PROVISIONS
Dissolution of the Association
Article – 30: General Assembly may exclusively decide to dissolve the Association. In order to take a decision regarding dissolution, at least 2/3 of the members must be present at the General Assembly meeting. If this majority could not be reached in the first meeting, members shall be invited to a second meeting. The dissolution matters can be discussed in the second meeting regardless of the number of members present. Dissolution decision must be taken by the vote of at least 2/3 of the attending members. Such decision of dissolution of the Association shall be notified in writing to the most senior administrative officer of the place within five days following the decision.
In case a decision for the dissolution of the Association is made, the General Assembly shall appoint three persons to form a Dissolution Committee. At the same meeting, the General Assembly shall also decide to where the assets of the Association shall be transferred. Quorum for such a decision is 2/3 of the members present.
VII. OTHER PROVISIONS
Amendment of the Bylaws
Article – 31: The amendment of the Bylaws can be made at the General Assembly. To begin discussions, 2/3 majority of the members entitled to attend the General Assembly must be present at the meeting. In case there is no majority in the first meeting, members should be invited to the second meeting. The number of the members attending the second meeting cannot be less than twice of the total number of the members of the Board of Directors and the Audit Committee. The decision of the amendment of the Bylaws is taken by 2/3 majority of votes of the attending members.
Article 32: The essential implementing regulations regarding the implementation of the activities of the Association shall be drafted by the Board of Directors of the Association. These implementing regulations or the amendments to be made on the current implementing regulations shall be submitted for the approval at the first General Meeting.
Absence of Provisions
Article – 33: In case of absence of any provision in the Bylaws, the Associations Law shall be applied; in case of absence of any provision in the Associations Law, the Turkish Civil Law shall be applied.
Article – 34: This Bylaw shall become effective as of the date of its approval by the General Assembly.
Article – 35: The names, surnames, birth places and dates, residences and nationalities of the founders are given below:
|Name – Surname||Date and Place of Birth||Residence Address||Nationality||Occupation|
|Murat Yazıcı||25.07.1949-Ankara||İran Cad. No: 25/3
|Mehmet Ali Ak||04.07.1953-İstanbul||Atatepe Sitesi B-2 Blok D: 25
|Aziz Karaman||01.05.1951-Polatlı||Mesa Koru Sitesi Kestane Sok.
No: 5/A Ankara
|Oyman Sayer||13.01.1939-Ankara||Ahmet Nihat Asya Sok. No: 2
|Mehmet Ayan||1929-İzmir||Kumkapı Sok. No: 26/9
|Cem Sayer||15.08.1967-İstanbul||Angora Evleri, Çamlıca Cad. No: 1
|Sybe Visser||11.05.1947-Rotterdam||Ziyaürrahman Cad. No: 27/6
|Yaşar Giregiz||20.01.1961-Aydın||Birlik Mah. 21.Sokak No: 7