CINEMATOGRAPHERS’ ASSOCIATION OF TURKEY BY-LAW
Article 1: Name and Location of the Association
The name of the association is the Cinematographers’ Association of Turkey. It is located in Istanbul. The address is Yıldız Posta Cad. Akın Sitesi, No:8/30 Ofis 2, Gayrettepe, Beşiktaş, Istanbul. The association does not have any other branch.
Article 2: The Association’s Purpose and the Areas of Service;
The Cinematographer (Director of Photography) is the person who provides suggestions on the necessary technical equipment, governs and coordinates the lighting and camera crews, gives technical and creative decisions to achieve the suitable cinematography before, during and after the shootings, under the direction of the director/author or the client’s expectations and within the production conditions. The purpose of the Cinematographers’ Association of Turkey is to represent all the Directors of Cinematography as a legal entity who work in television, cinema, Internet and other audiovisual fields, to improve their working conditions and to protect their rights within the context of the common values that will be determined.
b. Communicating with other people who work in the sector and establishing strong connections with legal entities in the sector.
c. Determining minimum working conditions such as working hours, work schedule and payments, and assuring that these conditions are controlled and performed.
d. Preparing contracts to provide the standards in working conditions. Controlling whether the working conditions and payments are performed according to the contract.
e. Contacting employers and governmental agents to provide its members their working rights, insured by the social security legislation.
f. Organising seminars, conferences and other activities to provide the people who will become or recently became a Director of Photography in order to facilitate their adaptation process and expand their knowledge on professional ethics.
g. Making the profession of Director of Photography more respectable and providing awareness on this matter in other sectors.
h. Providing a definition for the profession of Director of Photography and determining minimum wages according to this definition.
i. Working on determining professional standards; arranging, announcing and controlling wages and working conditions of the members of the association who work in the sector.
j. Organising activities that will facilitate information, experience and idea exchange among the members and their socialisation with each other in a way that increases each member’s sufficiency, as well as organising courses/workshops/masterclasses to increase the knowledge on the profession.
k. Acting as a negotiator and consultant upon the disagreements between the client and the members of the association.
l. Buying, selling and renting movable and immovable properties to be used in the fields of service. Determining and processing the rights on the movable and immovable properties and making necessary constructions. Setting up charity funds with financial, commercial and industrial businesses to provide the necessary income to perform in the fields of service. Using all the rights determined by the legislation, including use of premises and conducting other relevant activities.
m. Preparing regulations and instructions on social benefits and all the subjects concerning the occupational group, confirmed by the general assembly resolution, such as regulating authorisations and responsibilities of the attendants and agents, facilitating solidarity and discipline among the members, realising the budget plan in the most efficient way, and regulating how the income will be collected and used for expenses.
n. Raising donations, accepting conditional and unconditional devises according to the legislation and by-law on Charity Laws within the fields of service.
o. Organising national forums, seminars and conferences to facilitate communication, information exchange and sharing of experiences for common goals and joining such activities abroad.
p. Publishing magazines, books and such works to improve the occupational skills and to form an archive.
q. Providing occupational and commercial advantages for people and organisations that try to improve and spread the occupational standards within the conditions set by the association.
r. Controlling the members’ income through documents (bills, self-employed invoices, etc.) in order to prevent unfair competition among the members.
s. Giving tasks to the members in line with the decisions of the Board of Directors.
Article 3: Membership
Every individual above 18 who has civil rights can submit a written application to become a member of the association. The Board of Directors has to check the applications within 30 days and is obliged to inform the applicant in a written format about the decision.
Civil servants indicated in the Law of Associations are obliged to get permission from the relevant authorities for the acceptance of their membership.
Alongside these general conditions, the specific conditions stated below are also necessary to become a member of the association.
Article 4: Permanent Member
The person needs to fit into the following conditions to become a permanent member of the association:
– She/he needs to work as a director of cinematography, as stated in the 2nd Article, item (a).
– She/he needs to have worked in the sector at least one year.
– She/he needs to accept, in a written format, the purpose and goals of the association, the labor contract and the membership fees determined by the association.
A permanent member is accepted with the absolute majority vote of the Board of Directors.
One can become a member again after her membership was ended due to various reasons. Yet, for such membership to be accepted, the absolute majority vote is necessary.
Article 5: Honorary Member
People who worked in and contributed to the cinema sector for long time and ceased to perform the occupation can be considered “honorary members” with the decision of the board of directors. Honorary Members can join the general assemblies and association activities, yet they cannot vote.
Article 6: Honorary President
Previous presidents of the association or people who worked in and contributed to the cinema sector for long time can be given the title of “Honorary President” for their contribution and success, upon the decision of the general assembly.
Article 7: Unsubscription
People who want to unsubscribe can do that by providing a written request to the board of directors.
Article 8: Removing of One’s Membership
– Acting against the association by-law and/or occupational ethics,
– Not following the working conditions stated in the contract the association prepared,
– Insisting on not performing the given tasks,
– Not paying the membership fee three (3) months in a row or six (6) months within a (1) year,
– Not following the association’s decisions,
– Not following the work contract prepared by the association,
– Losing the required qualifications for membership.
If any of the situations above is detected, the member’s membership can be removed by the decision of the board of directors.
The ones whose membership are over or removed will be deleted from the membership registration notebook and cannot lay claim to the association’s assets.
Article 9: Terminal of Membership
- Membership is automatically terminated when the member passes away.
- Board membership is terminated when the board member does not join three consecutive gatherings of the board she is part of, unless she provides reasons considered legitimate by the Board of Directors.
Article 10: Association Bodies
- General Assembly
- Board of Directors
- Supervisory Board
- Disciplinary Board
Article 11: General Assembly
General assembly is the most authorised body of the association and consists of registered members.
General assembly gathers;
1. routinely, at times determined in this by-law
2. extraordinarily, whenever the Board of Directors or the Supervisory Board deem it to be necessary or upon the request of at least one fifth of the association members, within thirty (30) days.
Routine general assembly gathers in every 2 years, in November, at a time and location decided by the board of directors.
General assembly is invited to the meeting by the board of directors.
If the board of directors does not invite the general assembly to the meeting upon the request of a member, the Civil Court Judge charges three members with inviting the general assembly to the meeting.
The board of directors prepares the list of members who have right to join the general assembly according to the association by-law. Members who have right to join the general assembly are invited to the meeting, at least fifteen days in advance, after the date, time, location and the agenda of the meeting is announced either in a newspaper or on the Internet page of the association, by way of a written call, an e-mail to the member’s e-mail address or by sending a message to her phone or by using local means of communication. In this invitation, the date, time and location of a possible second meeting are also stated if the first meeting cannot be held due to the lack of quorum. The duration between the first and the second meetings cannot be less than seven days and more than thirty days.
If the meeting cannot be held due to a reason apart from the lack of quorum, this reason should be announced to the members according to the invitation procedure of the first call. If the second meeting cannot be held, it should be repeated in six months at the latest. Members are invited to the second meeting according to the invitation procedure above.
General assembly meeting cannot be cancelled more than once.
The general assembly gathers with the absolute majority of the members who have right to participate, or with two third of the members’ participation if there is a change in the by-law or in case of the dissolution of the association. If the first meeting could not be held due to the lack of quorum, constituting quorum is not obligatory in the second meeting.
The list of the members who have right to participate in the general assembly is available during the meeting. The members’ official identity cards are controlled by the members of the board of directors or by the officers charged by the board of directors. Members sign the box next to their names in the list and participate in the meeting.
The meeting can be launched by the president of the board of directors or a selected member of the board of directors after the quorum is recorded. An official record is held if there is a lack of quorum.
After the meeting starts, a person is chosen to be the head of the meeting. Adequate number of deputy chairmen and accountants are chosen and a council committee is formed.
When voting for the selection of the association bodies, members who vote are obliged to show their identity cards to the council committee and sign their names in the attendants list.
The head of the council is responsible from the meeting’s governance and security.
In the general assembly, the articles in the agenda are discussed. However, a written request on a specific subject submitted by one tenth of the members in the meeting is obliged to be included in the agenda.
Every member in the general assembly has right to a single vote. Honorary members can participate in the general assembly meetings, yet they cannot vote. If the member is a legal entity, the head of the board directors of the legal entity or the person she gives the authorization can vote.
The discussions and decisions are officially recorded and signed by the council chairman and the accountants. At the end of the meeting, the records and other documents are given to the head of the board of directors. The head of the board of directors is responsible of protecting these documents and give them to the newly elected board of directors within seven days.
Article 12: General Assembly Voting and Decision-Making Procedures
Unless a decision is taken otherwise, votes are open in the general assembly. During the open vote, the procedure determined by the council chairman is applied.
If the votes are secret, papers are sealed by the head of the meeting or the ballot papers are marked and put in an empty box by the members. The votes are counted openly and the result is determined.
General assembly decisions are taken by the absolute majority of the members in the meeting. Yet, changes in the by-law and decision on the dissolution of the association can only be taken by the two third of the members who participate in the meeting.
Article 13: Duties and Authorities of the General Assembly
The decisions below are discussed and evaluated by the general assembly:
1. Selection of the association bodies,
2. Changing the association by-law,
3. Evaluating the reports from the board of directors and the supervisory board and discharging the board of directors,
4. Accepting or modifying the budget prepared by the board of directors,
5. Buying the immovable properties necessary for the association or authorising the board of directors to sell the existing immovable properties,
6. Accepting or modifying the regulations prepared by the board of directors on the activities of the association,
7. Detecting the amount to be given to the heads and members of the board of directors and the supervisory board who are not public officers; all the grants, fares and compensations, as well as daily salary and fares to be given to the members who will be in charge of dealing with the activities of the association,
8. Deciding when the association will join or leave the federation,
9. Deciding when the association will conduct international activities and join or leave international associations and institutions,
10. Establishing a foundation,
11. Abolishing the association,
12. Evaluating and finalising the suggestions of the board of directors,
13. Performing other tasks that are stated as the general assembly’s responsibility in the regulations.
The general assembly controls the other bodies of the association and has right to discharge them whenever they deem it to be necessary.
The general assembly takes the final decision on a person becoming a member and removing one’s membership. As the most authorised body of the association, it performs tasks that no other body can and uses authorisations that no other body can use.
Article 14: Organisation, Tasks and Authorisations of the Board of Directors
The board of directors is elected by the general assembly, as seven (7) permanent members and seven (7) associate members, for 2 years.
The board of directors, during its first meeting after the elections, distributes the tasks and choses the head, the vice president, the secretary, the accountant and the members.
The board of directors can always be invited to the meeting by informing all the members. It can gather with at least one member more than half of the members. The decisions are taken by constituting quorum.
In case there is a decrease in the number of people in the board of directors, due to resign or other reasons, it is obligatory to call the associate members on the order of the number of votes they got in the general assembly.
The Tasks and Authorisations of the Board of Directors
The board of directors performs the following tasks:
1. Representing the association or giving authorization to some of its members to represent it,
2. Calculating income and outcome and presenting the future budget to the general assembly,
3. Preparing regulations on the association’s activities and presenting it to the approval of the general assembly,
4. Buying immovable property with the authorization given by the general assembly, buying movable and immovable properties for the association, constructing buildings or sites, making rental contracts, providing mortgage rights or rights in kind in advantage of the association,
5. Opening a representative agency when and where it is deemed to be necessary
6. Applying the decisions taken by the general assembly,
7. Preparing a report including business charts, balance-sheet and income table, as well as the tasks performed by the board of directors at the end of every year and presenting it to the general assembly,
8. Applying the budget,
9. Taking decisions on accepting members or removing memberships,
10. Taking decisions to help realising the association’s goals,
11. Thirty (30) days after the regular and extraordinary general meetings, “General Assembly Final Declaration” (as stated in Association Legislation Appendix-3) that consists of permanent and associate members selected for the board of directors and the supervisory board, as well as other bodies, is presented to the local authority by the head of the board of directors. In this declaration, the following documents should be added:
– General assembly meeting minutes, signed by the council chairman, the vice presidents and the accountant.
– If there was a change in the by-law, old and new versions of the changed articles, together with every page of the by-law, signed by the board of directors.
12. Performing tasks and using authorisations given by the legislation.
Article 15: Tasks and Authorisations of the Supervisory Board
The supervisory board is elected by the general assembly, consisting of three (3) permanent and three (3) associate members, in every 2 years.
In case there is a decrease in the number of people in the supervisory board due to resign or other reasons, it is obligatory to call the associate members in the order of the numbers of the votes they got in the general assembly.
Tasks and Authorisations of the Supervisory Board
The supervisory board presents a rapport on whether all the bodies work in accordance with the goals and purposes of the association as stated in the by-law to the general assembly, whether calculations and records are done according to the legislation and to the procedures stated in the by-law, in intervals, not more than once a year.
The supervisory board invites the general assembly to meet if it deems it to be necessary.
Article 16: The Association’s Sources of Income
The association’s sources of income are as follows:
1. Membership Fee:
a. Members need to pay 100 (one hundred) TL as an entrance fee and 50 (fifty) TL as a monthly fee. These amounts can be changed by the general assembly.
b. Fees are taken on a yearly basis. The payment can be done on 12 equal instalments if the member requests so. The payment deadline for every instalment is the first day of the month.
2. Donations and aids given by individuals and legal entities.
3. Income from the activities the association organizes such as tea/food gatherings, entertainment, theater, concert, sport activities and conferences.
4. Income generated by the associations’ assets.
5. Donations and aids that are collected according to the donation and aid legislation of the association.
6. Income generated by the commercial activities the association organizes to provide the amount needed to realize the association’s goals.
7. Other sources of income.
Article 17: Association’s Book Keeping Procedures and the Books to Keep
Book Keeping Procedures;
In the association, book keeping is based on the operating account method. In case the yearly gross income is more than what is stated in the 31st article of the legislation, book keeping is done on the basis of balance, starting from the following period.
On the basis of balance, if the income is less than the amount mentioned above, the operating account method can be used again in the following year.
Regardless of the situation above, the board of directors might decide to do book keeping based on the operating account method.
In case the association opens a commercial business, book keeping should be done based on the tax procedure law.
The association’s books and records are kept according to the procedures stated in the Association Legislation.
Books to be Kept
The following books are kept in the association.
a) The books to be kept in operating account and the procedures to apply are as follows:
1-Decision Book: The board of directors’ decisions are written on this book, including dates and numbers, signed by six members who joined the meeting.
2-Member Record Book: The association’s members’ identity cards and their entrance and exit dates are kept in this book. The members’ entrance and yearly payments can also be recorded in this book.
3-Documents Record Book: The documents that are sent or received are recorded in this book, with dates and numbers. The originals of the received documents and the copies of the sent documents are filed. The documents that are sent as e-mail are printed and filed as well.
4-Operating Account Book: Incomes and outcomes of the association are recorded in this book in a clear and regular manner.
5-Proof of Receipt Record Book: Serial and copy numbers of the proofs of receipt, names and surnames of the people who sent and received these documents, dates of receiving and sending are recorded in this book.
6-Fixture Book: The date of the coming of the association’s fixture, the way and location they are used and the removal of the expired fixture are recorded in this book.
Keeping the Proof of Receipt Record Book and the Fixture Book are not obligatory.
b) Books to be kept on the basis of balance and the procedures to apply are as follows:
1- Record books kept in 1, 2, 3rd sub-items of the (a) item are also kept in case book keeping is done on the basis of balance.
2- Daybook and Ledger: The procedures of keeping these books are determined based on the General Communiqué on Accounting System Application, published with the authorization that Tax Procedure Law gave to the Finance Ministry.
Confirmation of the Books
The books that are obligatory to be kept in the association (except the Ledger) should be notarised by the notary or the provincial directorate of associations before usage. Another notarisation is not necessary until the books are finished. However, the Daybook kept on the basis of balance should be notarised every year in the last month of the year.
Income Table and Making Up a Balance Sheet
In operating account records, an “Operating Account Table” is prepared at the end of every year (31 December). In balance-sheet basis, a balance-sheet and income table is prepared on the basis of the General Communiqué on Accounting System Application published by the Finance Ministry.
Article 18: Income-Expense Operations
Association incomes are collected with a proof of receipt (whose example can be found in Associations Legislation Appendix-17). In case the income is collected via banks, the bank receipt or the abstract account function as the proof of receipt.
Association expenses are spent through vouchers such as bills, retail bills, and self-employed invoices. For the association’s expenses within the 95th article of the income Tax Law, a note of expenses in accordance with the Tax Procedure Law, and for the expenses outside of this frame, an “expense voucher” or “bank receipt” (whose example can be found in Associations Legislation Appendix-13) are used as vouchers.
The delivery of goods and services to individuals, institutions and organisations by the association, which are free of charge, are realised with a “Public Relief Delivery Notice” (whose example can be found in Associations Legislation Appendix-14). The delivery of goods and services from individuals, institutions and organisations to the association, which are free of charge, are received with a “Public Donation Proof of Receipt” (whose example can be found in Associations Legislation Appendix-15).
These documents are printed according to the size and form shown at Appendix -13, 14, 15, with serial and copy numbers, in carbon paper consisting of 50 original and 50 copy pages, or in form or continuous form that can be printed by electronic systems and writing machines. The documents printed in form or continuous form should carry the above-mentioned features.
Proofs of Receipt
“The proof of receipts” to be used in revenue collection of the association (according to the size and form shown in Associations Legislation Appendix-17) are printed in a printing house upon the decision of the board of directors.
Printing and controlling the proofs of receipt, receiving them from the printing house, recording them on the book, transaction between the old and the new accountants, the usage of the proofs of receipt by the people who are in charge of revenue collection and the delivery of the collected incomes should all be applied according to the relevant provisions of the Association Regulations.
Apart from the permanent members of the board of directors, people who will collect the income of the association are selected by the board of directors. The “Authorization Certificate”, which includes the identity, signature and photographs of the people who are in charge of revenue collection, are provided as two copies and are approved by the head of the board of directors. The permanent members of the board of directors can make revenue collection without the authorization certificate.
The board of directors determines the tenure of the authorization certificates as one year. Expired authorization certificates are renewed according to the first item. In case of expired authorization certificates, resign, death or discharging of the person who is in charge, the given authorization certificates should be delivered to the board of directors within one week. In addition, authorization for revenue collection can be cancelled by the board of directors any time.
Preservation Period of Income-Expense Documents
Excluding the books, the proofs of receipt received by the association, expense and other documents are kept in the relevant books with ordered numbers and dates for 5 years.
Article 19: Submitting a Declaration
The “Association Declaration”, including the association’s income-expense activities of the previous year (as stated in Associations Legislation Appendix-21) should be filled by the board of directors and delivered to the local authority by the head of the board of directors within the first four months of every year.
Article 20: Obligation of Notification
Notifying the local authority
General Assembly Final Declaration
Within 30 days following the regular or extraordinary general assembly meetings, the General Assembly Final Declaration, which includes the permanent and the associate members of the board of directors and the supervisory board (located in Association Legislation Appendix-3) should be delivered to the local authority. Upon any changes in the association by-law, general assembly meeting minutes, the old and new versions of the changed articles, the latest version of the association by-law signed by the absolute majority of the members of the board of directors, should be given to the local authority within the time frame stated in this article, with an additional document.
Declaring the Immovable
The immovable that the association possesses should be declared to the local authority by filling up “Immovable Property Declaration” (presented in Association Legislation Appendix-26) within thirty days.
Declaring International Aid
Before receiving international aid, “International Aid Declaration” (presented in Association Legislation Appendix-4) should be filled and delivered to the local authority.
It is obligatory to receive financial aid via banks and to declare it before usage.
The change in the location of the association should be declared by filling the “Location Change Declaration” (as stated in the Association Legislation Appendix-24) and the changes in the association organs outside the general assembly meeting should be declared by filling “Changes in the Association Organs Declaration” (as stated in the Association Legislation Appendix-25) to the local authority within thirty days following the changes.
Changes made in the association by-law should be declared to the local authority with a general assembly final declaration within thirty days following the general assembly meeting in which the changes were made.
Article 21: Opening a Representative Agency
The association can open a representative agency whenever it deems it to be necessary in order to improve the association’s activities upon the decision of the board of directors. The address of the representative agency is declared to the local authority in a written form by the representatives charged by the board of directors. Representative agency is not represented in the general assembly.
Article 22: Association’s Internal Check
The general assembly, the board of directors or the supervisory board, as well as independent organisations, can conduct the association’s internal check. The fact that the internal check is performed by the general assembly, the board of directors or independent organisations does not remove the responsibility of the supervisory board.
The supervisory board makes an internal check at least once a year. The general assembly or the board of directors can make an internal check if they deem it to be necessary, or they can authorise independent organisations to do it.
Article 23: Association’s Loan Procedures
The association can go into debt if the board of directors deems it to be necessary to realize the association’s goals and activities. The loan can be taken by purchasing goods and services on credit or in cash. Yet, the amount of the loan cannot be larger than the association’s resources in a way that would put the association in a difficult position.
Article 24: Ways to Change the By-Law
Changes in the by-law can be made upon the decision of the general assembly.
2/3 of the members who have right to participate in the general assembly must be present for changes to be made. If the meeting is cancelled due to the absence of majority, constituting a majority is not obligatory in the second meeting. Yet, the number of the members who participate in this meeting cannot be less than twice the number of the members of the board of directors and the supervisory board.
The majority needed for making changes in the by-law is 2/3 of the members who participate and have right to vote in the meeting. The voting is performed openly.
Article 25: Dissolution of Association and Liquidation of Assets
The general assembly can decide for the dissolution of the association any time.
2/3 majority of the members who have right to participate in the general assembly are needed to discuss the dissolution of the association. If the meeting is cancelled due to the absence of majority, constituting a majority is not obligatory in the second meeting. Yet, the number of the members who participate in this meeting cannot be less than twice the number of the members of the board of directors and the supervisory board.
The majority needed to decide to abolish the association is 2/3 of the members who participate and have right to vote in the meeting. The voting is performed openly.
After the general assembly decides for the dissolution of the association, the liquidation of money, property and rights is performed by the liquidation board consisting of the last members of the board of directors. These procedures start after the decision of abolishing the association is made certain. During the liquidation, “Cinematographers’ Association of Turkey in Liquidation” sign is used in all operations.
The liquidation board is responsible of the liquidating processes of the association’s money, property and rights according to the by-law. The board first investigates the association’s accounts. During the investigation, the books, the proofs of receipt, the expense documents, land and bank registrations and other documents should be detected and recorded. During the liquidation, the creditors of the association are informed and the property is turned into money to pay the creditors, if possible. The collection is made in case the association is the creditor. All the money, goods and rights left after collections and payments are completed and transferred to the relevant place determined in the general assembly. If a place is not determined by the general assembly, there are delivered to another association in the same city, whose goals are similar and whose members have the highest number.
All the liquidation processes are recorded in the liquidation inventory and are completed within three months, unless the local authorities rightfully provide extensions.
After the liquidation and delivery of the money, goods and rights are completed; the situation is reported in a written form to the local authority within seven days by including the liquidation inventory.
The liquidation board consisting of the last members of the board of directors is responsible for keeping the association’s books and documents. This task can be given to a member of the board of directors. The preservation period is five years.
Article 26: Lack of Provision
In case of the lack of provision in this by-law, the provisions of Association Legislation, Turkish Civil Code and the Directorate of Associations prepared by following these provisions are applied.
Temporary Article 1: The members of the temporary board of directors, who will represent the association and perform its tasks until the association bodies are formed in the first general assembly, are as follows:
Name and Surname of the Temporary Board of Directors:
Name and Surname: Title:
Head of the Board of Directors
2.Deniz Eyüboğlu Aydın
General Financial Secretary
This by-law consists of 26 (twenty-six) articles and 1 (one) temporary article.