AEOA Rules and Regulation

Article 1- Name and Headquarters of the Association:

An association named “AUTHORIZED OBLIGATOR (AEO) ASSOCIATION” has been established in order to bring together the organizations holding Authorized Economic Operator Certificates operating in the field of foreign trade in Türkiye, to ensure information exchange, solidarity, and coordination among them, to develop suggestions on the development of the rights and practices benefited within the scope of Authorized Economic Operator Certificate and to contribute to the development of foreign trade in this way. The center of the association is in Istanbul. No branch will be opened.

Article 2- Purpose of the Association:

The purpose of the Association is: No. 4054 in accordance with the relevant provisions of the Law on the Protection of Competition, to bring together the representatives of the companies operating in the field of foreign trade that hold Authorized Economic Operator Certificates (AEO), to carry out studies and make suggestions in coordination and cooperation with the relevant Ministries for the development of the Authorized Economic Operator System and the rights and practices benefited within this scope in order to improve the foreign trade of our country. The Association does not engage in politics; it does not aim to share profits and gains.

Article 3- Activities of the Association:

The Association aims to improve the rights and practices benefited within the scope of the authorized obligor system, to prevent cost and time losses arising from foreign trade transactions, to reduce formalities, to prepare the relevant legislation in an easily understandable and applicable manner;

a)Provides solidarity among companies holding Authorized Economic Operator Certificates (AEO) by bringing them together.

1. b) Organizes meetings, seminars, panels, and conferences at national and international levels in coordination and cooperation with the relevant ministry in order to improve the rights and practices benefited within the scope of the Authorized Economic Operator System, prepares reports as a result of these studies and submits them to the relevant Authorities.
2. c) Participates in national and international meetings on the development of the Authorized Economic Operator system through its representatives, and shares the reports prepared as a result of the meetings with its members.
3. d) Identifies the problems encountered in foreign trade activities, prepares appropriate proposals for their solution, and submits them to the relevant authorities.
4. e) Conducts research at the level of different countries implementing the Authorized Economic Operator System (AEO), collects all kinds of information and statistical data, and delivers this information to its members and relevant parties.

f)Conduct courses and similar training activities on the introduction of the Authorized Economic Operator System and the rights and practices benefited.

g)To follow up on the meetings, practices, and legislation of the Authorized Economic Operator System (AEO) before the World Customs Organization and the European Union.

1. h) Monitors and evaluates regulatory rules such as laws, regulations, communiqués, and circulars on the Authorized Economic Operator System (AEO) and announces the opinions and suggestions of the Association on these issues to the relevant public and private sector bodies. It establishes relations with public and private sector organizations on issues related to the field of activity of the Association and participates in their activities.

i)It may acquire real estate and sell more than it needs.

1. j) It may become a member of national and international organizations related to its purpose, send representatives, or represent its members in these organizations; it may participate in the platforms to be created.
2. k) Can act as an expert and arbitrator on issues within the field of study.

Article 4- Becoming a Member of the Association, Resignation and Expulsion from Membership:

1. a) Becoming a Member:

Each legal entity holding an Authorized Economic Operator Certificate in Turkey has the right to become a member. At most one person designated by the Board of Directors of these organizations or by the person or persons authorized to represent and bind the legal entity shall apply to the Association with a petition stating that they have adopted the objectives of the Association and that they are liable to pay the required dues and the reference of at least two of the existing members of the Association. Authorized representatives whose right to establish an association is not restricted and who have the qualifications to realize the objectives of the Association and contribute to its activities may become members of the Association upon the decision of the Board of Directors. Members shall pay an entrance fee of 1.000.-TL upon joining the Association.

The Board of Directors decides on membership applications within 30 days at the latest and notifies the relevant person in writing. Members pay annual dues of 9.000.- TL every year. These dues may be changed by the decision of the Board of Directors in accordance with the conditions of the day. Annual dues can be collected in advance or in four equal installments in January, April, July, and October.

1. b) Termination of Membership:

Each member has the right to resign. Upon the written petition of the person or organization notifying that he/she has resigned from membership, his/her registration is deleted with the decision of the Board of Directors.

Those who do not pay the membership fee despite the written warning of the Board of Directors and insist on not paying it, those who act contrary to the Charter and purpose of the Association, those who are found to have legally lost their rights to become a member of the Association, and those who are members representing an organization, who are notified in writing to the Association that the representation relationship with the organization they are representing has been severed, and who do not re-establish their membership relationship representing another institution, are removed from membership and their records are deleted by the decision of the Board of Directors. The dismissed member reserves the right to appeal at the General Assembly.

Article 5- Organs of the Association:

The organs of the Association are as follows:

• a) General Assembly
• b) Board of Directors
• c) Audit Committee

Article 6- Membership in Organs:

At the General Assembly, substitute members are elected to the organs together with the full members. The substitute members who have received the highest number of votes are called in order to replace the full members whose membership in the organs expires for any reason.

Article 7- General Assembly:

The General Assembly shall consist of the full members registered to the Association. Each full member has one vote in the General Assembly. The member must cast his/her vote in person. General Assembly meetings shall be held in the province where the headquarters of the Association is located.

Article 8- Meeting Time:

The General Assembly shall hold its ordinary meeting once every two years in February. The General Assembly may also convene extraordinarily in cases deemed necessary by the Board of Directors and the Board of Auditors or upon the written request of at least one-fifth of the members of the Association. The General Assembly convenes upon the call of the Board of Directors.

Article 9- Meeting Call Procedure:

The Board of Directors shall prepare a list of the members who are entitled to attend the General Assembly according to the Bylaws of the Association. The members who will attend the General Assembly shall be called to the meeting at least fifteen days in advance by announcing the date, time, place, and agenda in a local newspaper or by written or e-mail notification. In this call, if the meeting cannot be held due to lack of majority, the date of the second meeting shall be specified. The time to be left between the first meeting day and the second meeting cannot be less than one week and more than 60 days. If the meeting is postponed for any reason other than the lack of majority, this situation shall be announced to the members by the call procedure for the first meeting, specifying the reasons for the postponement. The second meeting must be held within two months at the latest from the date of postponement. The members shall be recalled to the second meeting according to the principles stated above.

The General Assembly meeting cannot be postponed more than once.

Article 10- Meeting Procedure:

• Meeting Quorum

The General Assembly shall convene with one more than half of the members who have the right to participate in the General Assembly according to the bylaws of the Association. If the quorum is not met in the first meeting, the majority is not required in the second meeting. However, the number of members attending this second meeting cannot be less than twice the total number of members of the Board of Directors and the Board of Auditors of the Association.

• b) Procedure of the Meeting

The list of members entitled to attend the General Assembly shall be made available at the meeting place. The identity documents issued by the official authorities of the members who will enter the meeting place shall be checked by the members of the Board of Directors or the officers to be assigned by the Board of Directors. The members shall enter the meeting place by putting their signatures against their names in the list issued by the Board of Directors. Those who do not present their identity documents, those who do not sign the list, and members who do not have the right to participate in the General Assembly shall not be admitted to the meeting place. These persons and those who are not members of the Association may watch the General Assembly meeting in a separate section.

If the quorum is met, the situation shall be recorded in a minute and the meeting shall be opened by the Chairman of the Board of Directors or one of the members of the Board of Directors to be assigned by him. If the quorum is not met, a minute shall be prepared by the Board of Directors.

After the opening, a council committee is formed by electing a chairman, a vice-chairman, and a clerk by open vote and majority of votes to manage the meeting. In the voting to be held for the election of the organs of the Association, the voting members must show their identity cards to the council committee and sign against their names in the list of attendees. Elections to form the organs of the Association shall be held by secret ballot and open counting.

The management and security of the meeting belongs to the chairman of the council. The General Assembly is concluded by discussing and resolving the issues on the agenda. Each member has one vote in the General Assembly; the member must cast his/her vote in person. Decisions are taken by a majority of votes in the General Assembly.

The matters discussed and the decisions taken at the meeting shall be recorded in a minute and signed by the chairman of the council, the vice-chairman, and the secretary. At the end of the meeting, the minutes and other documents shall be delivered to the Chairman of the Board of Directors. The Chairman of the Board of Directors is responsible for the protection of these documents and their delivery to the newly elected Board of Directors within seven days.

Article 11- Duties and Powers of the General Assembly:

The General Assembly is the highest decision-making body of the Association. In the General Assembly meetings, the issues previously stated on the agenda are discussed and decided. However, it is mandatory to put the issues that are requested to be discussed by at least one-tenth of the members present at the meeting on the agenda.

The main duties and authorities of the General Assembly are as follows:

• a) To discuss and decide on the Board of Directors Activity Report including the Association accounts and the Board of Auditors Report and to discharge the Board of Directors and the Board of Auditors separately,
• b) To discuss and decide on the estimated budget of the Association covering the upcoming activity period,
• c) To elect the full and substitute members of the Board of Directors and the Board of Auditors,
• d) To discuss and decide on other issues submitted to the General Assembly by the Board of Directors,
• e) To discuss and decide on issues requested to be put on the agenda and proposals made by at least one-tenth of the members present at the meeting,
• f) To make changes to the articles of association,
• g) To decide on the dissolution and liquidation of the Association if necessary and to establish a liquidation committee,
• h) To give the Board of Directors general directives it deems necessary for the Association to achieve its goals and objectives,
• i) To grant the Board of Directors general authority regarding the purchase or sale of real estate necessary for the Association,
• j) To remove members of the Association from the Association To discuss objections to expulsion decisions made by the Board of Directors,
• k) To exercise the powers stated in other articles of the articles of association.

Article 12 – General Assembly Conclusion Notification:

Within thirty days following the ordinary or extraordinary general assembly meetings, the General Assembly Conclusion Notification and its annexes, which include the principal and substitute members elected to the board of directors, audit boards, and other bodies, shall be notified to the provincial administration authority by the Chairman of the Board of Directors. The annexes are as follows:

• a) A copy of the General Assembly meeting minutes signed by the chairman, vice chairman, and secretary,
• b) If the statute has been amended, a copy of the new and old versions of the amended articles of the statute and the latest version of the Association's statute, each page of which has been signed by the Board of Directors.

General Assembly Conclusion Notifications may also be made by a member of the Board of Directors authorized by the Association's Board of Directors. However, the Chairman of the Board of Directors is responsible for failure to make the notification.

Article 13- Board of Directors:

The Board of Directors consists of 10 principal and 10 substitute members elected by the General Assembly for a period of two years by secret ballot.

Each member of the Board of Directors has one vote. A member attends the Board of Directors meetings in person. An absent member cannot attend the meeting or vote by proxy or by proxy of another member.

Article 14- Meeting Time:

The Board of Directors meets at least once a month upon the call of the President, or if he/she is not present, upon the call of the Vice President. The status of a member of the Board of Directors who does not attend three consecutive sessions without an excuse is automatically terminated.

Article 15- Meeting Management:

The Board of Directors elects a President, a Vice President and a Treasurer from among its members at the first session. The President or, in case of an excuse, the Vice President manages the Board of Directors meetings. The Board of Directors decisions are signed by the members and kept in accordance with the procedure.

Article 16- Duties and Powers of the Board of Directors:

In the Association Board of Directors meetings, the agenda items that have been notified to the members in advance are discussed and decided. The main duties and powers of the Board of Directors are as follows:

• a) Discuss and decide on the work program,
• b) Discuss and decide on the work report to be submitted to the General Assembly and the estimated budget,
• c) Decide on the ordinary and extraordinary General Assembly meetings and hold the meetings,
• d) Make transfers as deemed necessary between budget chapters,
• e) Establish the Association organization and decide on personnel assignment, wages, promotion, punishment, and similar personnel matters,
• f) Discuss and decide on the issues requested to be discussed by the majority of the Board of Directors members and put on the agenda,
• g) Represent the Association before official and special authorities in administrative, financial, judicial, and professional matters.
• h) Prepare the regulations deemed necessary for the implementation of this constitution.
• i) If necessary, to grant representation authority to individuals who are or are not members of the Association for the pursuit of certain issues, to give power of attorney for the lawsuit, to compromise, to discharge, to waive or accept the lawsuit, to initiate or have initiated administrative, judicial, financial and executive proceedings.
• j) To call the Association members to meetings in an advisory capacity when deemed necessary.
• k) To establish working groups among its members or consisting of external experts for the common problems of the business and profession; to participate in or establish platforms.
• l) To perform other duties specified in the provisions of the legislation and this constitution and to make necessary decisions.
• m) To determine the person or persons who will collect income on behalf of the Association, by also specifying the term of authority,
• n) To determine the need for fixed assets, office supplies, and vehicles required for the continuation of the Association's activities and to ensure their procurement within budgetary limits.
• o) To take the necessary initiatives to ensure that international cooperation is carried out in cases where it is deemed beneficial and, if necessary to participate in similar associations, organizations, or higher organizations abroad,
• p) To warn and, if necessary, to remove from membership those members of the Association who do not fulfill their obligations or who act contrary to the Association's objectives.
• r) To discuss and approve the Association Declaration, which shows the results of the Association's activities and income-expenditure transactions and must be submitted to the provincial administration by the end of April each year.

Article 17- Failure to Complete the Board of Directors with Alternate Members:

If the number of members of the Board of Directors falls below half of the total number of members after the alternates are brought in due to vacancies, the General Assembly shall be called to a meeting by the current Board of Directors members or the Board of Auditors within one month. If the call is not made, upon the application of one of the Association members, the local judge of peace shall assign three members from among the Association members to convene the General Assembly within one month.

Article 18- Board of Auditors and its Duties:

It is the auditing body of the Association. It consists of three full and three alternate members elected by the General Assembly from among the members by secret ballot.

The Board of Auditors audits whether the Association operates in line with the purpose and the work subjects specified to be carried out to achieve the purpose stated in its statute, whether the books, accounts, and records are kept by the legislation and the association statute at intervals not exceeding one year, and submits the audit results in a report to the Board of Directors and the General Assembly when it convenes.

Upon the request of the members of the Board of Auditors, it is mandatory for the association officials to show or provide all kinds of information, documents, and records, and to fulfill the request to enter the management premises and annexes.

Article 19- Association President:

The Chairman of the Board of Directors is also the President of the Association. The President represents the Association domestically and abroad. In case of an excuse of the President, the Vice President or the General Secretary represents the Association.

Article 20 - Secretary General:

A Secretary-General is appointed to the Association by the Board of Directors to exercise the duties and authorities specified below. The Board of Directors is authorized to perform procedures such as the appointment of the Secretary-General, his/her removal from office, determination of his/her salary, and promotion.

The main duties and authorities of the Secretary-General are as follows.

• To manage the Association office, manage all correspondence, compile relevant publications, and inform the Board of Directors about them. To monitor the regulatory rules regarding foreign trade and to announce the necessary to the members.
• To announce foreign demands and other commercial information to the members.
• To continuously audit the Association accounts.
• To execute the decisions of the Association bodies.
• To prepare the agenda of the Board of Directors meeting in consultation with the Chairman of the Board of Directors.
• To submit the income-expenditure balance to be prepared each month to the Board of Directors.
• To carry out the necessary procedures for the registration of members of the Association.
• To ensure that the membership fees and other incomes are collected on time.
• To exercise other authorities granted by other provisions of this constitution, to perform duties, and to ensure the implementation of the regulations to be issued.
• To ensure that relations with members are carried out properly.

Article 21- Income of the Association:

• a) Membership fees,
• b) Income from publications, lotteries, entertainment, concerts, conferences, seminars, courses, and similar educational activities, promotional services, and similar activities organized by the Association,
• c) Income from the assets of the Association,
• d) Donations and aid.

Article 22 – Receipt Documents:

Receipt documents are printed according to the form and procedure conditions specified in the Associations Regulation by the decision of the Board of Directors. The provisions of the Associations Regulation in force shall be taken as basis in matters regarding the form, printing, approval, and use of receipt documents and the authorization document to be used in the collection of association revenues.

Receipt Documents are transferred and delivered between the old and new treasurers by a report.

If any of the Receipt Documents are lost or stolen, the situation is recorded in a report and immediately reported to the provincial associations directorate.

The persons who will receive the receipt documents and their authorization documents are determined by the Board of Directors.

Article 23 – Procedure in Income and Expenses:

Association revenues are collected with a receipt document and expenses are made with an expenditure document. If the association revenues are collected through banks, documents such as receipts or account statements issued by the bank replace the receipt document. The storage period of receipt documents and expenditure documents is five years.

The persons who will collect the association revenues are determined by the decision of the Board of Directors and an authorization document is issued on their behalf.

The accounting period is a calendar year, starting on January 1 and ending on December 31.

Article 24- Books and Records:

The association keeps the following books:

• a) Membership Record Book: The identity information of those who become members of the association, and their entry and exit dates to the association are recorded in this book. The entry and annual membership fees paid by the members can be recorded in this book.
• b) Decision Book: The decisions of the Board of Directors are recorded in this book with their dates and numbers, and the decisions are signed by the members who attend the meeting.
• c) Document Record Book: Incoming and outgoing documents are recorded in this book with their dates and numbers. The originals of incoming documents and copies of outgoing documents are filed. Documents received or sent via electronic mail are stored by taking printouts.
• d) Business Account Book: Income received and expenses made on behalf of the association are recorded in this book openly and regularly.
• e) Fixed Assets Book: Fixed assets belonging to the association are recorded in this book.
• f) Receipt Document Record Book: The serial and sequence numbers of the receipt documents, the names, surnames, and signatures of those who received and returned these documents, and the dates they were received and returned are recorded in this book. All books are kept by the procedures and principles specified in the Associations Regulation.

Article 25 – Certification of Books:

The books that the Association is obliged to keep shall be certified by the Provincial Associations Directorate or a notary.

Article 26 – Safekeeping of Collected Income:

Persons authorized and tasked to collect income on behalf of the Association shall deposit the money they collect into the bank where the Association’s account is located within three days. The amount of money to be kept in the Association’s safe shall be determined by the Board of Directors.

Article 27 – Failure to Make Payments on Time:

A written warning shall be given to a member who fails to pay his/her membership dues and other financial obligations to the Association on time and within the framework of the principles determined. The Board of Directors is authorized to accept or reject the reason for the delay in the debt. If the debt is not paid despite the written warning or an acceptable excuse is not provided, the member’s relationship with the Association shall be temporarily terminated by the Board of Directors for three months and the member shall not be able to participate in the activities of the Association.

Article 28 – Expenses:

The expenses of the Association shall be made by the decision of the Board of Directors. The Secretary-General shall execute these decisions. Documentation is required for all types of expenses.

Article 29 – Association Borrowing:

In cases where the Association needs short-term borrowing due to disruptions in cash flow, the amount of the debt, maturity, interest, and repayment terms are determined by the Board of Directors.

Article 30- Binding Authority:

The joint signatures of two members of the Board of Directors or one member and the Secretary-General bind the Association.

Article 31- Acquisition of Immovable Property:

In addition to its residence, the Association may own immovable property necessary for its purposes and activities. Immovable property may be acquired through purchase, donation, or bequest. The necessary notification shall be made to the provincial administration authority within one month from the acquisition of immovable property and its registration in the title deed in the name of the Association.

Immovable property shall be purchased by the Board of Directors based on the authority granted by the General Assembly.

Article 32- Acquisition of Movable Property:

The Association purchases office furniture, machinery, and vehicles required for its activities by the decision of the Board of Directors; may establish telephone, fax, and internet subscriptions; may transfer and sell movable property in cases deemed necessary, again with the decision of the Board of Directors.

Article 33 – Internal Audit of the Association:

Internal audits can be conducted by the General Assembly, Board of Directors, or Board of Auditors in the association, or audits can be conducted by independent audit institutions. The fact that an audit has been conducted by the General Assembly, Board of Directors, or independent audit institutions does not eliminate the obligation of the Board of Auditors.

The audit of the association is conducted by the Board of Auditors at least once a year. The General Assembly or Board of Directors may conduct an audit when deemed necessary or may have an audit conducted by independent audit institutions.

Article 34 – Amendment of the Bylaws:

Amendments to the Bylaws can be made by placing them on the agenda of the ordinary and extraordinary meetings of the General Assembly and by notifying the members in writing of the amendment proposals a reasonable time in advance. The meeting is opened with a sufficient number for the General Assembly to be held. The majority vote for an amendment to the Bylaws is the vote of 2/3 of the members attending the meeting.

Article 35 – Cases Where There is No Clear Provision in the Bylaws:

In cases where there is no clear provision in this Bylaw, the provisions of the Law on Associations, the Regulation on Associations, and the “Associations” section in the Second Chapter of the First Book of the Civil Code shall apply.

Article 36- Interim Board of Directors:

Until the elections to be held at the first General Assembly meeting to be held within six months from the date of publication of the Association Charter in the newspaper following the establishment, the affairs of the association shall be carried out temporarily by the Interim Board of Directors to be elected from among the founding members. The Interim Board of Directors shall have the powers of the elected board of directors. They shall divide the duties among themselves. By the law, the Temporary Board of Directors shall be notified in the printed Association Establishment Notification submitted to the District Governor's Office as required by the Law.

Article 37- Dissolution, Liquidation and Dissolution of the Association:

When the general assembly decides to dissolve, the liquidation of the association's money, property, and rights is carried out by the liquidation committee consisting of the last board members. These procedures start from the date the general assembly decision regarding dissolution is taken or the date the automatic termination is finalized. During the liquidation period, the expression "Authorized Obligor in Liquidation (AEO) Association" is used in all procedures in the association name. The liquidation committee is responsible and authorized to complete the liquidation procedures of the association's money, property, and rights from beginning to end by the legislation. This committee first examines the association's accounts. During the examination, the association's books, receipts, expenditure documents, title deeds bank records, and other documents are determined and its assets and liabilities are recorded in a report. During the liquidation procedures, the association's creditors are called and its assets, if any, are converted into cash and paid to the creditors. If the association has a creditor, the receivables are collected. After the collection of receivables and payment of debts, all remaining money, property, and rights are given to the Turkish Education Foundation, and the liquidation is concluded with the report to be formed by the three-person committee to be elected by the General Assembly and the transfer and delivery to be made accordingly. All transactions related to the liquidation are shown in the liquidation report and the liquidation transactions are completed within three months, except for additional periods granted by the provincial administration authorities based on a justified reason. Following the completion of the liquidation and transfer transactions of the association's money, property, and rights, the liquidation committee must notify the provincial administration authority of the place where the association's headquarters is located in a letter within seven days and the liquidation report must be attached to this letter. The members of the last board of directors are responsible for keeping the association's books and documents as the liquidation committee. This duty can also be assigned to a board member. The storage period of these books and documents is five years.

This statute consists of 37 (thirty-seven) articles.