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(Published in Official
Gazette dated 17/07/2006 and
numbered 26231)
Part
I
General Provisions, Duties
and Powers
Foundation
Article 1-
(1)
The Banks Association of
Turkey is a professional
organization, which is
a legal entity with the
status of a public
institution, established
pursuant to Article 19 of
the Banks Act. The head
office of the Association is
in Istanbul and it is
entitled to establish
necessary organization
throughout the country.
Definitions
Article 2-
(1)
In application of this
statute,
a)
Bank /Banks means,
deposit banks, development
and investment banks
established in Turkey under
the name ‘bank’ according to
the Banking Law No: 5411 and
the branches established in
Turkey, of those banks which
are established abroad,
b)
Association means, the
Banks Association of Turkey,
c)
Fund means Savings
Deposit Insurance Fund.
c) Law
means, the Banking Law No:
5411,
d)
Board means
Banking Regulation and
Supervision Board
e)
Agency means Banking
Regulation and Supervision
Agency,
Membership to Association
Article 3-
(1) All deposit banks,
development and investment
banks operating in Turkey
are obliged to become
members of this Association
at most a month after they
get their permit of
operation, and to comply
with the provisions of this
Statute, and to implement
the decisions taken by the
authorized bodies of the
Association.
(2)
Membership registrations of
the following banks are
deleted: the banks whose
activity permission has been
revoked in any manner, or
which merge with one or
several banks or financial
organizations or all of
whose assets and liabilities
and other rights and
obligations have been taken
over by another bank
operating in Turkey or which
decide to liquidate.
Purpose,
Powers and Duties of the
Association
Article 4-
(1)The purpose of the
Association is to preserve
the rights and benefits of
banks, to carry on studies
for the growth of the
banking sector, for its
robust functioning and the
development of banking
profession, strengthening of
competition power, to take
the decisions/ensure that
they are taken to prevent
unfair competition, to
implement and demand
implementation of these
decisions, in line with the
principles of open market
economics and perfect
competition and the
regulations, principles and
rules of banking.
(2) The
Association carries out the
following duties in order to
accomplish the above stated
purpose:
a) To
form policies and to take
decisions for the
development of the Turkish
Banking system and the
profession,
b) To
determine the professional
principles and standards to
be observed by the personnel
of the member banks, by
obtaining favorable opinion
of the Agency,
c) To
determine the professional
principles, thus ensuring
that the members function in
line with the requirements
of the economy, with the
dignity and discipline
required by the Association
and the profession,
ç) To
determine the ethical
principles by obtaining
favorable opinion of the
Board,
d) To
follow up implementation of
the decisions taken pursuant
to the legislation and of
the measures which the
Authority requires to be
taken,
e) To
prevent unfair competition
among its members and to
take and apply all kinds of
measures to protect the
competitive environment,
f) To
determine the principles and
procedures related with the
form and contents of the
contracts foreseen in the
provisions related with
customer rights as well as
the procedures related with
implementation of standard
contracts, by obtaining
favorable opinion of the
Agency,
g) To
represent and promote
banking at home and abroad
and to carry out activities
to inform the public in this
matter,
ğ) To
monitor the domestic and
overseas developments in the
economy, in the financial
sector and in the banking
system and to forward the
information it will gather
to its members and to those
concerned,
h) To
take decisions that will
strengthen professional
solidarity in interbank
relations,
ı) To
give consultative opinions
of general nature to
governmental agencies and
organizations in matters
related with banks and
banking,
i) To
carry out the activities
required to encourage
national savings and to
submit proposals to
competent authorities on
this matter,
j) To set
up a board of arbitrators
under the principles and
procedures to be prepared by
the Association and be
approved by the Board, in
order to ensure that the
disputes between the members
and their individual
customers are considered and
resolved,
k) To
ensure cooperation on common
projects among the banks by
cooperating with the Agency,
l) To
gather bank statistics that
are not of confidential
nature and announce the same
to the public,
m) To
follow up the legislation on
banking and to announce the
arrangements in this field
to the member banks,
n)
Without prejudice to the
provisions of relevant
legislation, to take
resolutions for the member
banks in connection with
fixing of the maximum rates
and limits of the deposit
interests the banks will pay
to their depositors and the
credit interest rates,
commissions and fees they
will apply for the credits
they have opened and for the
other transactions related
therewith and the
commissions, fees and
expenses they will collect
against the services they
offer to their customers,
o) To
determine the principles and
conditions to be observed by
the members in their
announcements and
advertisements, by their
types, forms, nature and
quantities, by obtaining
favorable opinion of the
Agency,
ö) to
follow up implementation of
the decisions and measures
taken by the association and
to take decisions, imposing
fines on those members who
fail to comply with the same
in time and in full,
p) To
arrange seminars,
symposiums, conferences and
similar training programs in
matters related with
banking,
r) To
file lawsuits on the basis
of the resolution of the
Board of Directors in
matters concerning common
interest of the members,
s) To
take the measures which the
Authority requires to be
taken,
ş) To
carry out the other duties
entrusted to it under the
law and relevant
legislation.
Representation of Banks
Article 5-
(1) Banks shall be
represented in the
Association by either the
Chairman of the Board of
Directors, the Managing
Directors, General Manager
or the Acting General
Manager. In the case such
persons can not participate
due to a reason, an
Assistant General Manager
may be vested with the
authority of representing
the bank. However, the
duties of the Chairman and
the Acting Chairman of the
Board of Directors of the
Association shall only be
executed by the General
Managers elected to fulfil
these duties.
Part
II
Organs,
Duties and Powers
Organs
of the Association
Article 6-
(1) Organs of the
Association consist of the
General Assembly, the Board
of Directors, and the
Auditors. The decision
making body is the General
Assembly and the executive
body is the Board of
Directors. There also exists
the Secretariat General and
the Advisory Board in
the Association.
General
Assembly and Its Duties
Article 7-
(1) The General Assembly of
the Association consists of
the representatives of
member banks.
(2) The
General Assembly performs
the following duties:
a)
To examine and
approve the budget and
report of the Board of
Directors and the Auditors
regarding the yearly
activities and accounts of
the Association.
b)
To elect the members
of the Board of Directors
separately on the basis of
the bank groups.
c)
To elect the
Auditors.
ç) To discuss and take necessary decisions on the
suggestions and requests of
the Board of the
Directors regarding the
duties and purposes of the
Association or regarding
such suggestions and
requests to be made by the
members to the Board of
Directors as presented to
General Assembly by March of
each year and make decisions
as to the new activity year.
d)
To make suggestions
to the Agency, concerning
any amendments deemed
necessary for the Statute.
Procedure for
the Meetings of General
Assembly
Article 8-
(1) The General Assembly
holds its ordinary or
extra-ordinary meetings at
the headquarters of the
Association or at another
location to be determined by
the Board of Directors.
Ordinary meetings are held
in May each year. The Board
of Directors determines the
place, date, time and the
agenda of the meeting and
the matters related to the
second meeting in the case
quorum is not attained. The
period of time between the
dates of the fist and the
second meetings may not,
however, be less than one
week. The decision of the
Board of Directors regarding
the above given matters
shall be announced to the
members, to the Agency by
registered mail with
recorded delivery or private
delivery by the Secretariat
General at least fifteen
days prior to the first
meeting. For the meetings of
the General Assembly where
elections are to be held, a
list indicating member banks
and their representatives
are also to be submitted in
three copies together with a
written statement of the
decision of the Board of
Directors regarding the
meeting, to a presiding
judge of the election
committee appointed by the
Higher Board of Elections at
least fifteen days before
the meeting. The judge shall
make the necessary
examination and shall
approve the list and other
matters; shall appoint a
ballot box chairman and two
ballot box members plus one
alternate member for each.
(2) The
extra-ordinary meeting shall
be held upon the call of the
Board of Directors or
written application of at
least one fifth of the
members or when deemed
necessary by the auditors.
Such meetings shall be
announced to the Agency, and
if there will be an
election, to the presiding
judge of the election
committee at least fifteen
days in advance as envisaged
by the paragraph above.
(3) In the General Assembly
meetings where elections are
held, the judge to preside
over the election committee
determined by Supreme
Election Board shall appoint
a ballot box chairman and
two ballot box members plus
one alternate member for
each.
Meeting and Decision Quorum
Article 9-
(1) Quorum for the meeting
of the General Assembly is
one half of the number of
member banks. If quorum is
not obtained at the first
meeting, the mentioned
quorum is not required for
the second meeting.
(2) The
General Assembly shall
discuss only the matters on
the agenda. However, upon
the proposal of any members
and thereby upon the request
by the majority of the
members present at the
meeting, it is obligatory to
include other matters
requested, in the agenda.
Decisions shall be taken by
majority of votes. In case
of a tie, the vote of the
Chairman of the Presidency
Council is preferred.
Decisions taken by the
General Assembly are also
binding upon members who are
not present at General
Assembly meeting.
Presidency
Council in the General
Assembly
Article 10-
(1) The Chairman of the
Board of Directors and in
his/her absence The Acting
Chairman of the Board of
Directors, presides over the
General Assembly. Also, one
of the members present at
the meeting shall be elected
as the acting chairman and
two members shall be elected
as secretaries. The minutes
and the decisions of the
meeting shall be kept after
the chairman, acting
chairman and secretaries
sign them.
Voting
Rights, Principles and
Notification of Decisions
Article 11-
(1)Each member present in
the meetings of the General
Assembly shall have one vote
for each 1/1000 units (one
per thousand) which is
calculated by dividing total
assets in the year-end
balance sheet of the member
bank to total assets of the
sector. Members having less
than 1/1000 (one per
thousand) share in the
sector shall have one vote.
In calculation of votes,
shares of 0.5/1000 (half per
thousand) and above are
accepted as one vote.
(2)
Voting shall be made
according to the principles
of balloting and open count.
At the end of the election,
the results are recorded in
memoranda to be signed by
the chairman and members of
the ballot box. Any
objections against elections
have to be raised within two
days following the date of
memoranda and shall be
examined and finally decided
by the judge in the same
day.
(3) Votes
shall be cast in open
fashion in the General
Assembly. Secret balloting
shall be applied only in
election and where there is
a decision for secret
balloting by the General
Assembly. The Acting
Chairman and secretaries of
the General Assembly may be
elected by open vote upon
the decision of the General
Assembly. A copy of the
decisions shall be sent by
registered mail with
recorded delivery or private
delivery to the members and
the Agency.
Board
of Directors and Its
Foundation
Article 12-
(1)
The distribution of
members of the Board of
Directors according to their
bank group is given below:
a)
Considering deposit banks
according to the year-end
balance sheets;
1) 8
members from the group
consisting of ten banks with
the highest total assets in
the sector,
2) 3
members from the group
consisting of eight banks
following in rank the ten
banks constituting the above
group in terms of total
assets,
3) 1
member from the group of
banks ranking after the
banks constituting the
aforementioned two groups in
terms of total assets.
b) 1
member from the development
and investment banks.
Each
group elects members by
balloting among themselves
in the General Assembly and
thereby establishes the
Board of Directors.
a. To
perform the duties stated in
this Statute,
b. To
decide on any delegation of
authority concerning signing
of documents which put the
Association under any
responsibility,
c. To
elect the Chairman and
Acting Chairman of the Board
of Directors,
ç. To
appoint the Secretary
General and to determine his
remuneration,
d. To
determine the principles and
procedures with a view to
ensuring that the disputes
between the members and
their customers are
considered and resolved, and
to form a board of
arbitrators under the said
principles and procedures
approved by the Agency,
e. To
convene the General Assembly
for extraordinary meetings,
to determine the agenda,
place, date and time of the
ordinary and extraordinary
General Assembly meetings,
f. To
approve the internal
regulations of the
Association,
g. To
determine the remuneration
policy of the Association,
to determine the units to be
set up or to be closed
within the Association, to
decide on the acquisition or
disposal of real property
for the achievement of the
objectives of the
Association,
ğ. To
decide on disciplinary
matters:
(2)The
Board of Directors request a
written defense from the
member that fails to comply
with the resolutions and
measures of general or
special in nature, adopted
by the decision-making body
of the Association.
Disciplinary decision shall
be taken after the defense
of the member is taken. In
case that a defense is not
given within 1 month after
the service of notice
demanding defense, the
member shall be deemed to
have waived the right to
defense. The Board of
Directors shall finalize
disciplinary matters within
2 months upon the notice
demanding defense. This term
may be extended for 1 month
in maximum.
(3) The disciplinary actions
to be decided by the Board
of Directors concerning the
members which do not comply
with the general or specific
resolutions and actions of
the Board of Directors are
the administrative fines set
forth Article 81of the
Banking Law.
(4) The
disciplinary measures taken
are notified to the Agency
and to the Undersecretariat
of Treasury and to the Fund
so that required actions are
taken pursuant to the
provisions of relevant
legislation.
(5) The member(s) concerned
may not attend the meetings
during which disciplinary
actions are decided.
Chairman of the Board of
Directors
Article 14-
(1)
The Chairman of the
Board of Directors
represents the Association
and is responsible for the
implementation of the
resolutions of the General
Assembly and the Board of
Directors.
Election of the Chairman of
the Board of Directors
Article 15-
(1)
The Chairman of the
Board of Directors shall be
elected by the Board of
Directors among the general
managers of the banks
represented in the Board of
Directors. The election is
held with open voting
method, unless decided
otherwise by the Board of
Directors. The term of
office of the Chairman of
the Board of Directors shall
be limited with the term of
office of the Board of
Directors. In the event that
the Board of Directors is
re-elected for any reason,
the Chairman of the Board of
Directors shall also be
re-elected.
(2) In
the event that the Chairman
of the Board of Directors
ceases to be a general
manager or that the post of
Chairman of the Board of
Directors becomes vacant
during a term for any reason
whatsoever, the Board of
Directors, within one
month, shall elect the
general manager of one of
the banks represented in the
Board of Directors until the
end of the remaining term of
office of the Chairman.
Acting
Chairman of the Board of
Directors and His Election
Article 16 –
(1)
The Board of Directors
shall elect an Acting
Chairman among the general
managers of the banks
represented in the Board of
Directors, to serve for a
period of 2 years. In the
event that the Acting
Chairman of the Board of
Directors ceases to be a
general manager or that the
post of Deputy Chairman of
the Board of Directors
becomes vacant during a term
for any reason whatsoever,
the Board of Directors shall
elect the general manager of
one of the banks represented
in the Board of Directors
until the end of the
remaining term of office of
the Acting Chairman.
Article 17-
(1)
The members of the Board
of Directors are elected for
a term of two years. Members
having completed their terms
of office may be re-elected.
If a membership is vacant
during a term for any reason
whatsoever, the Board of
Directors elects the bank in
the same group with the
highest number of votes in
the General Assembly, and if
the votes are equal, with
the largest amount of assets
as of the end of the year,
to the Board of Directors
for a temporary term until
the next General Assembly
where election is held. The
Board membership of the
banks, which are no longer
members, shall be
automatically terminated.
The Members of the Board of
Directors do not receive any
remuneration. The term of
office of the Board-member
bank whose group for which
it was elected has changed
shall continue until the
first General Assembly
meeting where election is
held.
Article 18
– (1) The Board of Directors
shall convene whenever the
issues concerning the
Association thus
necessitate, or upon the
call of the Secretary
General with the approval of
the Chairman of the Board or
the Acting Chairman in the
case of former's absence.
Each member of the Board
may, with a written
statement, request from the
Chairman to invite the Board
of Directors for a meeting.
The Board of Directors must
convene at least once every
two months. The Board of
Directors convenes at the
headquarters of the
Association or at another
place. The Secretary General
sends the agenda and inform
the place of the meeting to
all the members of the Board
and to the auditors. A
quorum of at least seven
members is required for the
Board of Directors to
convene. Decisions are
taken by majority vote of
the members present at the
meeting. In the case of a
tie, the vote of the party
to which the Chairman
adheres is preferred.
Secretary General,
Appointment, Duties and
Powers
Article 19-
(1) The Board of Directors
appoints the Secretary
General and determines his
remuneration. Secretary
General shall hold at least
a bachelors degree in law,
economics, finance, banking,
business management, public
administration or equivalent
fields. The Secretary
General who has a bachelor’s
degree in any engineering
field need to have a
master’s degree in any of
the fields enumerated above
and have at least ten years
experience in fields of
banking and business
management.
(2) The
duties and powers of the
Secretary General are as
follows:
a)
to ensure
that the members are
notified about the
resolutions of the General
Assembly and the Board of
Directors and to execute
these resolutions,
b)
to fulfil
the duties charged by the
Board of Directors,
c)
to
prepare the reports on the
personnel, organizational
structure, remuneration
policy, budget, regulations
and activities of the
Association and to submit
them to the Board of
Directors for examination
and approval,
ç) to
execute the accounting,
count books and other books
and all correspondences of
the Association,
d)
to
represent the Association on
behalf of the Board of
Directors vis a vis
governmental bodies, courts
and third parties,
e)
to
prepare the opinion and
information to be given by
the Association in
compliance with the
provisions of the Banking
Law and to submit these to
the Board of Directors for
approval.
Auditors, Election, Duties
and Powers
Article 20-
(1) The
General Assembly elects 3
banks as auditors for a term
of two years: one member
from each of the groups of
banks given in sub-paragraph
(1) and the following
sub-paragraphs of paragraph
(a), and paragraph (b) of
Article 12 which are not
represented in the Board of
Directors.
(2)
Auditors are elected by
balloting. They may be
re-elected at the end of
their term. Auditors do not
receive any remuneration for
their services.
(3) If a
vacancy occurs in the
position of an auditor due
to any reason whatsoever,
the other auditors elect a
bank from the group of the
preceding auditor for a
temporary period until the
next General Assembly where
election is held. The bank
to be elected should either
be the bank with the highest
vote in the General Assembly
or if the votes are equal
the one with the largest
amount of assets by the
year-end. The term of office
of the auditor bank whose
group for which it was
elected has changed
continues until the first
General Assembly meeting
where election is held.
(4)
Auditors present the results
of the activities of the
Association in a joint
report after examining all
accounts and transitions
prior to the annual meetings
of the General Assembly.
(5) The
auditors, if they wish, may
participate in the meetings
of the Board of Directors
without the right to vote
and may demand those issues
they deem necessary to be
included in agenda of the
Board of Directors.
Part III
Other
Provisions
Financial
Provisions
Article 22-
(1)
The fiscal year of the
Association consists of a
term of 12 months starting
on July 1st of each year.
(2)
Expenses estimated in the
budget approved by the
General Assembly shall be
allotted to each member pro
rata their voting rights
given in Article 11 of this
Statute.
(3) Each
member is obliged to deposit
the portion of expenses
allotted it in a special
account at the Central Bank
of the Republic of Turkey
within the month of June.
The portions of expenses,
which are not deposited
within the given period, are
collected through execution.
The resolutions of the Board
of Directors of the
Association on portion of
expenses constitute official
document, pursuant to
Article 68 of Execution and
Bankruptcy Act No 2004.
(4)
Contributions collected in
advance for expenses shall
not be refunded in case of
dismissal from the
membership of the Banks
Association of Turkey to any
reason whatsoever. If the
membership in the
Association expires for any
reason, the Board of
Directors is authorized to
collect the uncollected
participation contribution
under the provisions of the
paragraph (3).
Revenues of the Association
Article 23- (1)
Revenues
of the Association are
obtained from the following
resources:
a)
Expense allotments
calculated pro rata the
number of votes of each
member determined on the
basis of Article 11 above
according to Article 81 of
the Banking Law,
b)
Membership Enrolment Fee as
determined by the Board of
Directors and to be paid for
once,
c) Income
surplus carried forward from
the previous year,
ç) All
kinds of donations,
d)
Miscellaneous revenues.
Record
Keeping
Article 24-
(1) The Association
keeps journal, ledger,
member registration book and
other books considered
necessary.
(2) The
signed copies of the minutes
and resolutions of the
General Assembly and the
Board of Directors and also
the outgoing documents shall
be preserved in separate
files in numerical and
chronological order and
bound at the end of each
year.
Audit
Article 25-
(1)
The accounting and
recording system of the
Association is audited by
independent auditing
organizations and the audit
reports to be prepared are
submitted to the Agency
every year, within three
months from expiration of
the fiscal year of the
Association, together with
the annual activity reports.
Part IV
Final
Provisions
Repealed
Provision
Article 26 – The
Statute
of the Banks Association of
Turkey which was put into
effect by the Decree dated
24/07/2002 and numbered
2002/4597, is repealed.
The Existent Board of
Directors
Provisional Article 1 –
The terms
of office of the existent
Chairman and members of the
Board of Directors on the
date of publication of this
Statute continue until the
first General Assembly
meeting where election is
held.
Effective
Date
Article 27-
This
Statute enters into force
on the
date of its publication in
the Official Gazette
Execution
Article 28-
The
provisions of this Statute
are executed by the Minister
whom the Agency is related.
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