Statute

    (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.

    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    (2) Membership registrations of the following banks are deleted: the banks whose activity permission has been revoked in any manner, or which merge with one or several banks or financial organizations or all of whose assets and liabilities and other rights and obligations have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) 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.

    Duties of the Board of Directors

    Article 13-(1) The Board of Directors is the executive body of the Association. The duties of the Board of Directors are stated below:

    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.

    Term of Office of the Members of the Board of Directors

    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.

    Meetings of the Board of Directors

    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.

    Advisory Board, Its Formation and Duties

    Article 21-(1) The Advisory Board shall be composed of the members elected by the Board of Directors of the banks represented in the Board of Directors among the candidates nominated by the majority shareholders of those banks and notified to the Chairman of the Board of Directors. The Advisory Board is the consultative unit of the Board of Directors.

    (2) The term of office of the Advisory Board shall be limited with the term of office of the Board of Directors. Members having completed their term of office may be re-elected. If a membership is vacant during a term for any reason whatsoever, the bank to which such membership belongs shall elect a new member as stated in the first clause of this article and notify to the Board of Directors.

    (3) The Advisory Board shall elect a Chairman and an Acting Chairman among its members, to serve for a period limited with its term of office.

    (4) The Advisory Board shall convene at least twice a year. However, the Advisory Board shall convene for extraordinary meetings whenever the issues concerning the Association thus necessitate, or upon the call of Chairman of the Board or the Acting Chairman in the case of former's absence. Each member of the Board of Directors may request from the Chairman to invite the Advisory Board for a meeting. The Advisory Board convenes at the headquarters of the Association or at another place deemed appropriate. The Chairman of the Board or in the case of former's absence, the Acting Chairman shall attend the meetings upon the invitation of the Advisory Board. A quorum of at least half of all members is required for the Advisory Board 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, or in the case of former's absence, the Acting Chairman adheres is preferred. The decisions of the Advisory Board are advisory in nature and are notified to the Board of Directors. Secretarial services of the Advisory Board are performed by the Secretariat General.

    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-(1) 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.