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  Charter
  Name of the Association 
Article 1. The name of the Association is the "Clinic Researches Association".

Head Office
Article 2.
 The Association's head office is in Ankara. The Association shall be entitled to open branches and representation offices both in Turkey and abroad with the relevant decision of the Board of Directors.

Objective of the Association and the Fields of Activity and Method of Function to be Adopted by the Association to Attain the Said Objective

Objective
Article 3.
 The Association's objective is to contribute to the development of clinic research services in Turkey and to cause related private and juristic persons to learn and implement international practices.

For the attainment of the said objective, the Association shall be engaged in the following activities:
  • To organize scientific congresses, seminars, training programs and to issue publications.

  • To cooperate with relevant national, regional and international real and juristic persons, Ministries, Universities and other related organizations, the World Health Organization, the European Agency for the Evaluation of Medicinal Products (EMEA), FDA (Food and Drug Administration), DIA (Drug Information Association.

  • To benefit from studies conducted by the above-mentioned corporations and organizations, to implement joint projects and programs and to inform them about its own activities.
Conditions and Procedures for Acceptance Into, Discharge from and Quitting Membership

Right to Become a Member
Article 4.
 Provided that they are not covered by the permanent and definite right deprivation or right limitation stipulated in the Associations Code no. 5253 and the Turkish Civil Code, real and juristic persons having de facto competence, those adopting the Association's objectives as well as persons possessing professional formation related to the Association's field of activity shall be entitled to become members of the Association. The Association's Board of Directors shall be liable to adopt an acceptance or rejection decision within 30 days after the receipt of written membership applications, and to inform the applicant about the outcome in writing.

Becoming a Member
Article 5.
 The Association shall accept new members as either permanent or honorary members.

Permanent Membership: Qualifications stipulated in the Associations Code shall be applicable and persons undertaking to pay the membership fee established by the Association and possessing the required professional formation shall become permanent members upon being presented by two members of the Association and approved by the Board of Directors.

Honorary Membership: The Board of Directors shall be entitled to grant honorary memberships to those taking a close interest both in Turkey and abroad or rendering major services in the field of clinic researches. Honorary members shall be entitled to pay fees if they wish but shall have no right to vote.

Quitting Membership
Article 6.
 Nobody shall be compelled to remain a member of the Association. The member shall be deemed to have quitted as soon as the related resignation letter is received by the Board of Directors.

Dismissal from Membership
Article 7.
 The memberships of those who lose their power to make use of civil rights and their right to remain a member of the Association during their membership, and those about whom the Board of Directors adopts a dismissal decision because of any acts violating the Association's chapter shall be terminated. In such cases, the membership records shall be deleted by the Board of Directors. Those who are dismissed from membership on the grounds of violating the Association's Chapter shall be entitled to file an objection with the General Assembly.

Rights of Members
Article 8.
 The members of the Association shall have equal rights.

Agencies of the Association
Article 9.
 The Association's Agencies shall be as follows:
  1. General Assembly

  2. Board of Directors

  3. Board of Auditors

  4. Scientific Consultation Board

  5. Honorary Board

  6. Work Groups
Formation and Meetings of the General Assembly
Article 10. 
The General Assembly shall comprise of members who are entitled to attend the General Assembly in compliance with the Association's Charter.

Meetings
Article 11. The General Assembly shall meet once in every 3 years on a day in the month of October and place to be stipulated by the Board of Directors. Apart from ordinary meetings, the General Assembly shall also meet extraordinary in cases when it is deemed to be necessary by the Boards of Directors and Auditors or upon receipt of the written request of one fifths of the Association's members.  The General Assembly shall be invited to meet by the Board of Directors. In cases when the Board of Directors fails to invite the General Assembly to meet within one month of the receipt of the written request of either the Board of Auditors or one fifth of the Association's members, then the local justice of the peace shall be authorized to assign a 3-strong committee to be appointed from among the members to invite the General Assembly to meet upon the application of the Board of Auditors or one of the members requesting the meeting in the first place.

Invitations
Article 12.
 The Board of Directors shall issue the list of members authorized to attend the General Assembly in compliance with the Association's Charter. Members to attend the General Assembly shall be invited by announcing the date, time and place of the meeting in a local newspaper or by means of a letter or e-mail. In cases when the quorum is not attained and thus the meeting could not be held upon the said invitation, then the date and time of the second meeting shall also be announced. The period of time elapsing between the first and second meetings could not be less than one week and more than sixty days.
In cases when the meeting is postponed because of any reason other than the failure to attain the quorum, then the members shall be informed about this state of affairs in a manner similar to that used for the first invitation and by stating the reasons for postponement. The second meeting shall have to be held within a maximum of six months from the date of postponement. The members shall be invited to the second meeting by following the procedures stipulated in the first paragraph. The General Assembly meeting shall in no way be postponed more than once.

Article 13. The General Assembly meeting shall be held at the place stipulated by the Board of Directors.

Quorum for the Meeting
Article 14. The General Assembly shall meet with the attendance of the absolute majority of authorized members under ordinary circumstances and of 2/3 of the members in cases when the charter is to be amended or the Association is to be liquidated.

Meeting Procedure
Article 15. The list of members authorized to attend the General Assembly shall be available at the place of the meeting. The members shall enter the said place by affixing their signatures next to their names in the list. Those who fail to show their identities, to sign the above-mentioned list and who are not members shall not be allowed to vote.

Article 16. If the quorum is met, then the said state of affairs shall be established by means of an official report and the meeting shall be opened by either the Chairman of the Board of Directors or any authorized members of the Board of Directors. In cases when the quorum is not met, an official report shall be issued by the Board of Directors and an Executive Committee shall be established by assigning one Chairman, a sufficient number of Vice Chairmen and 2 secretaries. The Chairman of the Executive Committee shall be liable to manage the meeting and to ensure security. The General Assembly shall come to an end after the issues in the agenda are discussed and decided upon. Each member shall be entitled to cast one vote during a General Assembly meeting. The votes shall have to be cast in person. Issues discussed and decisions adopted during the meeting shall be recorded in an official report and signed by the Chairman and Secretaries of the Executive Committee. At the end of the meeting, the official report and other documentation shall be submitted to the Chairman of the Board of Directors.

Issues to be Discussed during the Meeting.
Article 17.
  During a General Assembly meeting, only issues stipulated in the agenda shall be discussed. However, issues requested to be discussed by at least one tenths of members attending the meeting shall have to be included in the agenda.

Duties and Authorities of the General Assembly, Procedures and Methods of Voting and Decision Adoption
Article 18. The following issues shall be discussed and be decided upon by the General Assembly:
  • To adopt the necessary decisions related to the aims and fields of activity of the Association,

  • To negotiate and approve of the work program for the work period as well as the annual budget regulations and income-expense tables,
  • To appoint the permanent and reserve members of the Boards of Directors and Auditors for the work period,

  • To approve of the work report of the Board of Directors, balance sheet and income statements as well as the audit report of the Board of Auditors for the previous work period, and to acquit the members of the Board of Directors,
  • To negotiate and decide upon the draft issued by the Board of Directors for the amendment of the Association's Charter,
  • To negotiate and decide upon the Regulations presented for the Board of Directors for approval,
  • To authorize the Board of Directors to issues and implement regulations,
  • To decide upon rejections filed by those dismissed from membership against the decisions adopted by the Board of Directors,
  • To authorize the Board of Directors to purchase or sell immovable property for the Association,
  • To adopt decisions on proposals by the Board of Directors related to international researches to be conducted by the Association, participation to or cooperation with foreign organizations, to becoming a member of or dismissal from the membership of existing or future federations,
  • To authorize the Board of Directors to take measures to attain the Association's objectives,
  • To decide to liquidate the Association and to distribute its assets,
  • To fulfill the duties of the General Assembly stipulated in related legislation or the Association's Charter.
Procedures and Methods of Voting and Decision Taking

Article 19. 
The decisions of the General Assembly shall be taken with the absolute majority of authorized members under ordinary circumstances and with the votes of 2/3 of the members in cases when the charter is to be amended or the Association is to be liquidated. It shall be decided with the absolute majority of votes to cast open or secret votes. Secret votes shall be collected by causing the members to put slips of paper of voting notes stamped by the Board of Directors into a sealed or empty box. After the completion of the casting procedures, the votes shall be counted openly. The method to be indicated by the Chairman of the General Assembly shall be used for open voting procedures. Any candidates or proposals attaining the quorum for decision taking shall be deemed to have won or been approved.

Duties and Authorities of the Boards of Directors and Auditors, Selection Criteria, Number of Permanent and Reserve Members

Formation of the Board of Directors
Article 20.
  The Board of Directors comprising of 7 permanent and 6 reserves shall be appointed by the General Assembly by secret voting. In cases when a seat in the Board of Directors is vacated, then the number of Board members shall be supplemented by means of reserve members. In cases when no members are available to supplement the number of Board members, then the members shall be invited to meet within a maximum of one month by the members of the Boards of Directors or Auditors. In case no invitations are made, then the local justice of the peace shall be authorized to assign a 3-strong committee to be appointed from among the members to invite the General Assembly to meet within a maximum of one month.

Duties and Authorities of the Board of Directors
Article 21. The duties of the Board of Directors shall be as follows:
  • To represent the Association or to authorize one or more of its members to this end,
  • To conduct transactions related to the income and expenses of the Association, to issue the budget for the coming period and to submit it to the General Assembly for approval,
  • To issue regulations related to the Association's activities and to submit them to the General Assembly for approval,
  • To issue and implement regulations,
  • To purchase immovable property by obtaining the General Assembly's consent, to sell the Association's movable and immovable property, to construct buildings and plants, to adopt and implement all kinds of decisions to attain the Association's objectives,
  • To conclude rental agreements, to establish liens, mortgages or real rights in favor of the Association,
  • To adopt and implement all kinds of decisions to attain the Association's objectives,
  • To issue the annual balance sheet and the activity report explaining the operations of the Board of Directors at the end of each activity period and to submit the same to the Board of Auditors,
  • To decide to approve of or dismiss any members,
  • To cooperate with all kinds of relevant pharmaceutics organizations including civil society organizations and to use all kinds of efforts at all levels to protect the patients' rights,
  • To fulfill other duties as stipulated in the relevant legislation and this Charter.
Functioning of the Board of Directors
Article 22.
  The Board of Directors shall meet upon the invitation of the Chairman or the Vice-Chairman and the absolute majority of its members. Any members failing to attend three successive meetings without an excuse shall be deemed to have withdrawn and replaced by a reserve member by means of voting procedures. Any decisions by the Board of Directors shall be adopted with the absolute majority of the members of the Board. In cases when the votes are tied, then the Chairman's vote shall determine the outcome.

Formation of the Board of Auditors
Article 23. 
The Board of Auditors comprising of 3 permanent and 3 reserve members shall be appointed by the General Assembly.

Duties of the Board of Auditors
Article 24.  The duties and authorities of the Board of Auditors shall be as follows:
  • To inspect and audit the Association's accounts and transactions, the operations and activities of the Board of Directors and the Association's financial status with indeterminate intervals and once every twelve months at the minimum,
  • To submit the reports to be issued as a result of the said audit to the Board of Directors, and the annual reports to be issued before the General Assembly meeting to the General Assembly,
  • To invite the General Assembly to meet in cases when it is deemed necessary.

    Functioning of the Board of Auditors
    Article 25. 
    The Board of Auditors shall be liable to audit the Association's books and records with intervals not exceeding one year and in compliance with the methods and procedures stipulated hereunder to determine whether the Association is duly operating in its field of activity with a view to attain the aims and objectives stipulated in its Charter and whether the books and records are kept in compliance with related legislation and the Association's Charter, and to present the said audit reports to the Board of Directors and to the General Assembly.

    Article 26.  Upon receipt of the receipt of the members of the Board of Auditors, the Association officials shall be liable to present or submit all kinds of information, documentation and records, and to allow the relevant authorities to enter any offices, buildings and extensions of the Association.

    Incurring Debts
    Article 27.
      In compliance with the Obligations Code and other relevant legislation, the Board of Directors shall be entitled to prospectively incur debts on behalf of the Association while purchasing movable and immovable property in order to attain the Association's aims and objectives.

    Informing the Management about Appointments
    Article 28. 
    The Chairman of the Board of Directors shall be liable to report to the head of the local civil department the names and surnames, the father's names, the dates and places of birth and the addresses of permanent and reserve members appointed to the Boards of Directors and Auditors and other agencies of the Association within a maximum of thirty days from the appointment procedures conducted by the General Assembly.

    Establishment of the Amount of the Entrance and Annual Fees to be Paid by the Members
    Article 29.
     The entrance and annual fees to be paid by the members shall be established by the Board of Directors.

    Revenues
    Article 30. 
    The Association's revenues shall be as follows.
    • Membership fees to be paid by the permanent members,
    • Voluntary donations and aids given in kind,
    • As far as collection of money against receipt, by placing boxes at convenient places, by opening accounts in banks, by issuing aid stamps, by organizing lotteries, cultural shows, exhibitions, sports shows, trips and entertainment activities are concerned, the provisions of the Aid Collection Code no. 2860 shall be applicable.
    • Income obtained by activities of the Association such as publications, training programs, social programs, scientific congresses and conferences,
    • Income from the Association's assets,
    • Other income.
    Books and Records
    Article 31.
      The Association shall be liable to keep the books and records stipulated in relevant legislation and hereunder. Any books referred here shall have to be notarized and approved by the associations directorate.

    Internal Audits
    Article 32.
      Internal audits shall be deemed to be essential. Such audits could be conducted by the General Assembly, the Board of Directors, the Board of Auditors or an independent audit company. The fact that an audit is conducted by the General Assembly, the Board of Directors or an independent audit company shall in no way release the Board of Auditors from its liabilities and obligations.

    Amending the Charter
    Article 33.
     The General Assembly shall be entitled to decide to amend the Charter. Any amendments of the Charter shall be discussed by the General Assembly if only the issue is already in the agenda or is included in it by the written request of one tenths of members present. The quorum for a charter amendment decision shall be two thirds of members present.

    Branches

    Establishment of Branches
    Article 34. 
    The Association shall be entitled to open branches at convenient places approved by the General Assembly in Turkey or abroad. To this end, a minimum of three persons authorized by the Central Board of Directors of the Association shall file a written application with the head of the local civil department. The said application shall include the names and surnames, father's names, dates and places of birth, addresses of the founders as well as the address of the branch, and be accompanied by two copies of the Association's Charter and certificates of authority.

    Duties and Authorities of the Branches
    Article 35. 
    Branches shall be the internal organizations of the Association without a juristic personality responsible for their own payables and receivables arising out of their operations and liable to be engaged in autonomous activities in line with the Association's objectives and operations.

    General Assemblies of the Branches and their Duties
    Article 36. 
    A branch's General Assembly shall comprise of the entire members entitled to attend the General Assembly meeting and act as the top judicial organ of the branch.

    Article 37.  The General Assemblies of Branches shall be liable to hold their ordinary meetings once every 3 years and at least 2 months prior to the ordinary meeting of the Central General Assembly. The branch general assembly comprising of 5 permanent and 5 reserve members shall appoint the board of auditors comprising of 3 permanent and 3 reserve members, inspect and audit, if necessary, the income and expenses of the branch. The invitation to the meeting of the branch general assembly, the quorum for meeting and decision taking and the operations of the general assembly shall conform to the relevant provisions of the Charter. The duties of the general assembly shall be established on the basis of the associations code and the Association's Charter. The general assembly shall be liable to fulfill the duties and to make use of the authorities stipulated in relevant legislation.

    Boards of Directors of the Branches and their Duties
    Article 38. 
    The Board of Directors of a branch shall comprise of 5 permanent and 5 reserve members to be appointed by the General Assembly of the Branch by secret ballot. The said members shall serve a term of 3 years. The appointed members of the Board of Directors shall be liable to assign duties among themselves and to inform the head of the local civil department and the association's head office about the distribution of the duties within a maximum of 30 days from the General Assembly meeting. The Board of Directors shall meet on pre-determined days to discuss the activities of the branch, record and sign any decisions made, issue the draft budget to be submitted to the branch's general assembly, function in a coordinated manner with the head office, fulfill the duties and make use of the authorities stipulated in relevant legislation.

    Boards of Auditors of the Branches and their Duties
    Article 39.
      The Board of Auditors shall comprise of 3 permanent and 3 reserve members to be appointed by the branch's general assembly by secret voting. The members shall serve until the next ordinary general assembly meeting. Any members shall be allowed to be re-appointed to serve consecutive terms. The Board of Auditors shall be liable to audit the Association's books and records with intervals not exceeding one year and in compliance with the methods and procedures stipulated hereunder to determine whether the Association is duly operating in its field of activity with a view to attain the aims and objectives stipulated in its Charter and whether the books and records are kept in compliance with related legislation and the Association's Charter, and to present the said audit reports to the Board of Directors and to the General Assembly. The Board of Auditors shall be entitled to establish its own procedures. The Chairman or one of the members of the Board of Auditors shall be allowed to attend the meetings of the Board of Directors and to present opinions or proposals. Upon receipt of the receipt of the members of the Board of Auditors, the Association officials shall be liable to present or submit all kinds of information, documentation and records, and to allow the relevant authorities to enter any offices, buildings and extensions of the Association. The Board of Auditors shall also fulfill the duties and make use of the authorities stipulated in relevant legislation.

    Representation of Branches in the Central Head Office
    Article 40. 
    The branches shall be represented by natural and elective delegates in the Association's general assembly. The chairmen of the boards of directors and auditors of the branches shall be allowed to attend the general assembly meeting of the head office as natural delegates whereas delegates appointed to represent 10 members shall be representing the branches as elective delegates.

    Representation Offices
    Article 41.
      The Association shall be entitled to establish representation offices both in Turkey and abroad with the decision of the Board of Directors. The authorities of the representation offices shall be limited to those granted by the Board of Directors.

    Method of Liquidating the Assets upon the Liquidation of the Association
    Article 42. 
    The Association's General Assembly shall be entitled at all times to decide to liquidate the Association. For this purpose, a minimum of one thirds of members entitled to attend the General Assembly meeting in compliance with the Charter shall have to be present. In cases when the said quorum is not met during the first meeting, then the meetings shall be invited to meet for a second time within a minimum of 1 week. The number of members attending the second meeting shall in no way be less than two times the entire number of members of the Boards of directors and auditors. The liquidation decision shall be adopted with the votes of 2/3 of members attending the meeting.

    Article 43.  The liquidation of the Association shall be reported by the Board of Directors in writing to the head of the local civil department within a maximum of five days.

    Article 44. In cases when the General Assembly adopts a liquidation decision, then a 3-strong liquidation committee shall be appointed. In this case, the General Assembly shall be entitled to determine the Governmental or Civil Society Organization(s) or Institution(s) operating in the same field to which the Association's assets shall be assigned.

    Matters not Covered
    Article 45. 
    As far as matters not covered hereunder, the provisions of the Associations Code no. 5253, or the provisions of the Turkish Civil Code no. 4721 shall be applicable.

    Provisional Board of Directors

    Chairman
    Prof. Dr. Meral TUNCER

    Vice Chairman
    Spec.Phar. Hilal İLBARS
     
    Secretary
    Phar. Rabia GÖKDOĞAN
     
    Accountant
    Dr. Sabahattin ÖZKAYA
     
    Members
    Dr. Ekmel ÖCAL
    Prof. Dr. Murat AKOVA
    Doç. Dr. Filiz AVŞAR
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