BYLAW of MAĞUSA SURİÇİ DERNEĞİ

(MASDER/ FAMAGUSTA WALLED CITY)

Name and Location of the Association

1

a

The name of this Association shall be “MAĞUSA SURİÇİ DERNEĞİ”. The short title of the Association shall be “MASDER” or “FAMAGUSTA WALLED CITY

b

The principal place shall be Famagusta. The temporary address of the association is Famagusta Municipality, Famagusta. The Association has no branch offices.

c

The website of the Association is: http://www.famagustawalledcity.net

d

The e-mail of the Assocation is: info@famagustawalledcity.com

Association’s Purpose

2

a

MASDER is an organization that focuses on initiatives, actions and events to contribute to the cultural, touristic, socio-economic and social development of the Famagusta Walled City.

b

MASDER believes that the historical artifacts of various civilizations, which mostly exist within the Famagusta Walled City, are the most valuable assets of Famagusta and of Noth Cyprus and thus aims at protecting and promoting them.

c

MASDER, using the historical assets of the Walled City, aims at turning the Famagusta Walled City into a destination that both tourists and the people of Cyprus will prefer.

Legal Status

3

The Association shall not be afiliated with any political party and conduct any political activities.

Scope of Activities of the Association

4

MASDER shall plan and organize cultural, artistic, traditional, folkloric events to achieve its purpose. One of its aims is to join its forces with other institutions, organizations and associations having similar goals to organize such events. In order to increase the awareness on the Famagusta Walled City it will undertake lobbying activities vis-a-vis public bodies or public institutions through regular targeted events.. It shall provide support for projects that will contribute to the Famagusta Walled City directly or indirectly. It shall develop projects for events to be held within the Walled City and ensure funding. By remaining committed to the environmental assets of the country, it shall undertake an effective role in introducing the practices and values for the protection of the environment in particular in Famagusta. It shall undertake or commission all types of scientific and historical research or conduct research and implement them for the development of Famagusta and for the achievement of the above-mentioned fundamental objectives.

Board of Founders

5

The Board of Founders are composed of the members stated below. The names, surnames, ID numbers, professions and addresses of the members of the Board of Founders are as follows:

s/n

Name

Surname

ID No

Profession

Address

1

Arzu

Çağın -

165576

Ekonomist

Vakıflar İdaresi, Deniz Yıldızı Apt. D blk, Dz, Mağusa

2

Çim

Seroydaş

193574

Interpreter

25, Mahmut Paşa Sk., Lefkoşa

3

Damla

Boğaç

177685

Public Relations Expert

Danış Tunagil Sk., Armacom Residence Sitesi, C Blok, No 3, Lefkoşa

4

Emine

Balık

044994

Business Manager

12 D, İstiklal Cad., Suriçi, Mağusa

5

Erkut

Şahali

143942

Public relations Expert

8/2 Emre Sonay Sk., Dulupınar, Mağusa

6

Fehmi

Tuncel

115787

Dentist

3, Naim Efendi Sk, Suriçi, Mağusa

7

Feridun

Ardost

054265

Architect

Pertev Paşa Yolu, No 10, Suriçi, Mağusa

8

Hasan

Cumaoğulları

054332

Business Manager

Piyale Paşa Sk., No 3, Suriçi, Mağusa

9

Hülya

Sergenç

119404

Trade

Hasan Bilgen Sk., Blok 7, Kat 3, No56 Mağusa

10

Kutlu

Eyupoğlu

055893

Member of the Municipal Council

44 Mahmut Celalettin Sk., Suriçi, Mağusa

11

Murat

Bülbülcü

218230

English Language Teacher

1A Kurtuluş Sk., Sakarya Mağusa

12

Oktay

Kayalp

115829

Mayor

Muharrem Özdemir Sk., No21 Tuzla, Mağusa

13

Osman

Lama

047333

Business Manager

Remzi Göğüs Sk., No 2

Karakol, Mağusa

14

Rifat

Yalınç

029473

Electronic Engineer

12A İstiklal Cad., Suriçi Mağusa

15

Serdar

Atai

114110

Business Manager

15 Ağustos Bulvarı PK83 Mağusa

16

Şenay

Eyupoğlu

1208

2

Business Manager

9 Tuncay Arslanali Sk., Baykal, Mağusa

17

Zafer

Usman

052462

Emekli Sanat Öğretmeni

12 Hilmi Kılgın Sk., Glapsides, Mağusa

18

Zafer

Yuca

094349

Academic

Gölcük Sk., No6, Maraş, Mağusa

Membership

6

a

One must be 18 years old and above, with the on-going right to become a member and without any permanent limitations to that right, in order to become a member. Natural persons who are TRNC citizens, and who accept and approve the activities of the Association may become Voluntary or Active members on the condition that they fulfil the responsibilities mentioned below.

Voluntary Membership

7

a

Voluntary members do not have any voting rights regarding the Association management, at the elections to be held or the General Assembly or regarding any decision to be taken at other meetings. Voluntary members are candidates who acquire the right to vote and be elected.

b

Voluntary membership can be described as membership prior to active membership. Voluntary members are those who participate in the meetings and activities of the Association, who do not spare any financial or emotional support for the Association and do not pay any membership dues.

c

Voluntary members carry out duties assigned by the Board of Directors

d

Voluntary members can become active members on the condition that they fulfil the requirements stated in Article 6 for one year.

e

Members having fulfilled the requirements stated in 6 an 7(d) shall officially become active members upon approval by the Board of Directors

Active Membership

8

a

Active members are those who can take part in and have the right to vote and be elected in all the bodies of the Association.

b

Those who want to become an Active member to the Association shall serve as a voluntary member at the association at least for one year.

c

Those who do not meet the requirement stated in 8 (b) but are thought that they may have significant contribution to the Association and are recommended by at least 3 Founding members or Board of Directors may become Active members in accordance with 8 (e).

d

The Active membership application shall enter in force upon the decision to be taken by the Board of Directors unanimously.

e

The founding members of the Association are active members

Cessation of membership

9

Members may leave the Association at any time they wish. They must inform the Board of Directors of such an intention.

Termination of membership

10

a

The membership of those members who no longer fulfil one of the conditions stated in Article 6 of the Bylaw shall be terminated.

b

Those members who fail to pay one-year membership due and/or initial registration fee and/or outstanding payments of that year until the end of March of the following year shall lose the right to become a member.

c

The Board of Directors may refer to the Board of Discipline, along with the reasons for further review, those who act or behave in contravention of the Bylaw, goals and activities of the Association or those who lead to the suspicion that they may harm the reputation of the Association through their behaviour. The Board of Discipline shall look into the member in question. The Board of Discipline may request an oral or written defence to be made by the member if it deems necessary. The written defence shall be submitted to the Board of Discipline within 10 days at most after such request has been made to the member. If the Board of Discipline decides to terminate the membership of the person in question, the decision shall be communicated to the Board of Directors in order for the Board to notify the member of such decision.

Suspension of Membership

11

a

The membership of those who lose their membership status due to a special condition they experience shall be suspended upon their own request and/or the decision of the Board of Directors. Whereas such temporary condition is no longer in question, the Board of Directors may lift the membership from suspension.

b

The Board of Discipline shall undertake the necessary investigations to be able to come to a decision regarding the member who has been referred to the Board by the Board of Directors on the grounds that he/she has had attitude and behaviour in contravention of the Bylaw or that he/she risks to harm the reputation of the Association through such conduct. The decision to be taken shall be warning, condemnation, temporary dismissal or permanent dismissal from membership. If it is deemed necessary to wait for a decision, the membership of the member in question may be suspended. Such decision is at the discretion of the Board of Discipline. Such decision shall be communicated to the member in question by the Board of Directors.

c

In case a membership is suspended in accordance with the paragraph (b) of this Article, the member in question shall fulfil his/her obligations, pay membership dues but shall not participate in the activities of the Association or cast any vote.

Objections to Membership

12

The member whose membership has been terminated or suspended upon the decisions of the Board of Directors and the Board of Discipline may appeal against such a decision at the General Assembly through the Board of Directors within 15 days as of the day of notification of such a decision to the member in question. The objection made by the member shall be added into the agenda of the General Assembly if such an objection reaches the Board of Directors maximum 30 days prior to the General Assembly meeting date. Otherwise, it will be discussed at the next General Assembly meeting.

Bodies of the Association

13

The administrative and regulatory bodies of the Association are as follows:

a) General Assembly

b) Board of Directors

c) Board of Discipline

d) Board of Audit

General Assembly

14

The General Assembly is composed of active members. It convenes once a year.

Meetings:

Whereas the Board of Directors deems it necessary or upon the written request of at least 3/5 of the active members of the Association, the General Assembly shall convene. The Board of Directors shall make a call upon the General Assembly to convene. If the Board of Directors, following the written request of 3/5 of the active members of the Association, does not call the General Assembly to convene within one month, the party that has made such a call shall select a delegation of 3 among the active members of the Association to call on the General Assembly to convene. The Association will cover all the cost incurred and documented.

Right to Participate:

There should not be any outstanding dues and/or outstanding initial registration fee and/or other outstanding payments to be able to exercise the right to participate in the General Assembly meeting. The active members shall be informed in writing on such a situation and they will be given at least two weeks to make the necesary payments before the list of active members are drafted.

Upon call:

The Board of Directors shall draft the list of active members having the right to participate in the General Assembly in accordance with the Bylaw of the Association. The active members who have outstanding dues and/or initial registration fees and/or other outstanding payments from the previous year shall not have the right to participate in the General Asesembly meeting. The active members shall be invited to the General Assembly meeting by an ad to be placed once in a local daily newspaper at least 15 days prior to the General Assembly meeting indicating the day, time, place and the agenda of the meeting and the Board of Directors may invite the members by informing them on the meeting.

The minimum number necessary for a General Assembly meeting is achieved by the participation of the simple majority of active members having the right to participate in General Assembly meetings. If this minimum number is not obtained at the time of the General Assembly meeting, the meeting shall be postponed to the week after. The members present at the meeting will be accepted as the minimum number required and the meeting shall start. However the number of active members present shall not be less than the complete number of members of the Board of Directors, Board of Discipline and the Board of Audit. The extraordinary General Assembly meetings require the presence of the simple majority of the active members who have the right to participate in General Assembly meetings. If the minimum number is not atteined despite the postponing of the meeting for 30 minutes, the meeting shall be postponed for 7 days. In case this minimum number of attendance is not achieved again, the extraordinary General Assembly meeting shall be postponed to a future date. The Board of Directors must ensure the minimum number of participation required and hold the General Assembly within the same year in accordance with Article 14.

Place of the meeting:

The General Assembly meetings will be organized at a place deemed suitable by the Board of Directors.

Conduct of meetings :

The General Assembly meetings of the Association shall be organized at a date and place to be indicated in the ad.

The members who will participate in the General Assembly meeting shall enter the premises upon signing next to their names in the list to be drafted by the Board of Directors. If the above-mentioned methodology is used, this shall be recorded in the minutes and the President of the Board of Directors or a member of the Board of Directors to be designated by the President shall initiate the meeting. Once the meeting starts, a chairman and two secretaries shall be elected to administer the meeting. The President of the General Assembly will run the meeting. The secretaries will keep the minutes and co-sign them along with the president.

At the end of the meeting all minutes and documents will be handed over to the elected Board of Directors. Only the agenda items shall be discussed during the General Assembly meeting. In General Assembly meetings, each active member is entitled to one vote and they will in person exercise this right. Secret ballot shall be used at General Assembly meetings and votes shall be counted openly. In cases where there are as many candidates as the number of persons to be elected at the bodies of the Association or where a proposal is voted, the president of the General Assembly may hold open ballot. Decisions shall be taken by the simple majority of members present. However, 4/5 of the members present are required for any changes to be made on the Bylaw as well as the dissolution of the Association. It is an obligation to include items in the agenda if 3/5 of the members present at the meeting make such request. Non-members shall not attend the Association premises and make any contributions to the meetings.

Duties and Power of the General Assembly

15

The following items shall be discussed and decided at the General Assembly meeting:

a) Election of the bodies of the Association,

b) Amendments on the bylaw of the Association,

c) Discussion on annual and financial reports of the Board of Directors and their submission to the Board of Directors,

d) The initial registration fee proposed by the Board of Directors and the membership dues are discussed and set. The General Assembly may delegate this power to the Board of Directors.

e) One of the duties of the General Assembly is to look into and come to a decision regarding the objections raised by members, whose membership terminates on its own and in accordance with the decisions of the Board of Discipline, claiming that no event has occured that could have led to such termination as well as those objections raised against the Board of Discipline’s decisions.

f) The Association can only be dismissed upon the decision of the General Assembly.

Board of Directors

16

Those active members of the General Assembly, who want to become the president of the Board of Directors, shall draft a list of people who want to be at the Board of Directors along with them and submit it to the General Assembly.

Such lists will state a President, 2 Deputy Presidents, 1 Secretary of the Board of Directors, 1 Finance Officer and other members. The Board of Directors will be composed of 7 members including the President.

The President and the members of the Board of Directors shall be elected seperately. Before the lists of candidates for president are submitted to the General Assembly, they will be sent to the members of the Association at their email addresses registered at the Association 7 days prior to the election. Secret ballot shall be used by the members for the list of candidates for presidency submitted to the General Assembly. Before the secret ballot takes place, each candidate for presidency shall make a presentation that will be 15-minute-long at most for the members about what they are planning to do during their term of office in case they are elected.

The president and his/her list shall be elected for two years. Two of the Board of Direcors members may be renewed every year upon the request of the President. A president shall not be elected more than two consecutive terms. After one term of office in between, the president can be elected again. The minimum number of participation required for the Board of Directors meeting is 4. The simple majority of the members present at the meeting are necessary for the decisions to be taken at the Board of Directors meetings. In case there is a tie in the votes, the President’s vote shall be considered as two votes. The Board of Directors may ask the members to participate in the extended Board of Directors meetings when it deems necessary. However, the active members participating in the meeting shall not cast any vote. The Board of Directors or President shall convene upon the call of the deputy President. Such call shall state the date, time, place and the agenda of the meeting. Any member of the Board of Directors who did not participate in three consecutive Board of Directors meetings without any reason, who will not be able to serve at the Board due to an illness or him/her being outside the country for more than 90 days, wants to leave his office on the condition that he/she states a reason, is punished by the court with 6-month imprisonment or whose membership has been terminated by the Board of Discipline of the Association shall be considered to have withdrawn himself as a member of the Board of Directors. The Board of Directors or President shall convene upon the invitation to be made by the deputy president. The invitation shall state the day, time, place and agenda of the meeting

Duties and Powers of the Board of Directors

17

a

Board of Directors represents the Association or delegates this power to one or more of its members:

b

To carry out transactions regarding income and expenditure accounts of the Association and prepare the budget for the following period.

c

To undertake other tasks assigned and use the powers granted by the Bylaw of the Association and the legislation

d

To determine the initial registration fee, annual membership due and membership participation amounts in accordance with the Budget

e

To initiate procedures against those members who fail to pay their annual membership dues and participation amount.

f

To have a bank account opened in a bank in order to keep the Association’s money and borrow in the name of the Association for the purposes of the Association on the condition that the relevant reasons are stated and a decision is taken in this regard. Any two signatures from that of the President, deputy Presidents or Financial Officer are required to be able to withdraw money from such bank account.

g

To state opinion, make statements, make statements on behalf of the Association in line with the purpose, duties and stance of the Association

h

To purchase movable and immovable property on behalf of the Association and sell those belong to the Association.

i

To submit the initial registration fee and membership due to the General Assembly

Notification of those elected for the bodies of the Association to the Authorities

19

The names and surnames of the permanent and associate members elected for the bodies of the Association shall be notified in writing by the Board of Directors to the authorities and the relevant persons.

Revenues of Association

20

a

Revenues of the Association:

Initial registration fee and the membership due.

The initial registration fee is paid once and is 50 TL. The annual membership fee is 180 TL.

Unless otherwise stated by the Board of Directors, membership dues shall be increased in accordance with the increase in December Consumer Price Index (CPI) to be published by the State Planning Organization. If CPI is minus, then no increase shall be made

b

Revenue generated from publications, conferences, panels, seminars, various meetings, lottery, dinner party, entertainment activities, play, concert, competitions and other activities organized by the Association

c

Revenues generated from the property of the Association

d

Donations and aids

e

Projects with domestic or foreign funding are listed among the revenues of the Association

f

The Association shall use its funds only to accomplish the objectives

and no part of said funds shall be distributed to the members of the Association

Books and Documents of the Association

21

The following books shall be kept at the Association:

a

Members’ registration book: the Identification details, registration date to the Association and/or annual membership dues of members shall be recorded in this book.

b

Decision book: the decisions taken by the General Assembly and the Board of Directors shall be recorded in this book along with their dates, numbers, and the president and members shall sign under such decisions.

c

Incoming and outgoing documents: All incoming and outgoing documents shall be recorded in this book along with their dates and numbers

d

Income and Expenditure book: All payments made and money received on behalf of the Association shall clearly and regularly be recorded in this book along with information on those who received/made the payments.

e

Guest registration book: members who bring along guests to the Association premises and the names of their guests shall be recorded in this book.

Procedures on Revenues and Expenditures

22

The revenues of the Association are collected against a receipt to be issued and expenditures are made through invoices or expenditure documents. These documents shall be kept in accordance with the durations set in the legislation. The receipt documents shall contain thereon the full name and signature of the person making a donation or a payment, as well as the person receiving it.

Board of Discipline

23

The Board of Discipline shall be composed of three members elected among the active members of the General Assembly. One member will be elected as an associate member. The Board shall determine the working methodology to be used in its first meeting. The Board of Discipline may convene and make decisions in line with Article 11.c regarding the issues submitted by the Board of Directors. The members of the Board of Discipline shall not take part in other bodies of the Association.

a

The Board of Discipline shall convene with at least two members and make a decision on the termination of a membership with the affirmative vote of at least two members.

b

In cases where the Board of Directors insist on not referring a person to the Board of Discipline, if a written request, which is hand delievered or sent by post against a signature to the Board of Discipline, made by 1/5 of the members for the punishment of a person due to a breach, the person in question shall be notified of the situation within 15 days at most and required to make a defence. Regardless of whether such defence is made, at the end of the fifteen-day period granted for defence, the Board of Discipline shall deliver a decision.

c

The Board of Discipline shall review the verbal and/or written defence of the member in question and examine other investigations deemed necessary and inform the Board of Directors on its decision so as to allow the Board of Directors to notify the member of the decision of the Board of Discipline.

d

The Board of Discipline may impose a temporary suspension up to one year, issue warning or condemnation and expulsion from membership.

e

The decisions of the Board of Discipline are final. However, the Board of Directors with or with no conditions may forgive the sanctions imposed by the Board of Discipline.

f

The Board of Discipline may impose different sanctions for different breaches. These are:

i

Those who act in contravention of the objectives and principles of the Association shall be “warned”, if they repeat such breaches, they will be expelled from membership.

ii

Those who act in contravention of the provisions of laws and regulations shall be condemned, if repeated they will be expelled from membership

iii

Those who prevent the bodies of the Association from fulfilling their responsibilities and undertaking activities without any valid reason shall be expelled from the Association up to one year.

iv

Those who disturb the solidarity of the Association through verbal or written attempts or actions and attack on dignity and reputation of members of the Association shall be expelled from the Association.

Board of Audit

24

The financial activities of the Association shall be audited by two of the active members to be elected by the General Assembly. Another member is elected as an associate member. The members of the Board of Audit may always examine the books of the Association as the whole Board or individually. The Board of Directors shall provide any document, information and books requested by the Board of Audit for review.

The Board of Audit shall conduct audits with 6-month intervals at most. At the end of each year, the Board shall draft a report on the audits conducted and submit such reports to the Board of Directors and General Assembly meetings for information and review.

Amending the Bylaw

25

The provisions of the Bylaw may be amended at a regular or extraordinary General Assembly meeting. The General Assembly’s (minimum number of participation) is required in order for the meeting to start. For any amendments to be made on the Bylaw, 2/3 of the members present at the meeting, as stated in Article 9, shall be required.

Dissolution and Liquidations

Dissolution and Liquidation:

a

The General Assembly of the Association may at any time decide on the dissolution of the Association. 4/5 of the members having the right to participate in the General Assembly meeting are required to be able to decide on the dissolution of the Association.

b

If the majority is not achieved at the first meeting, second call will be made on the Assembly to convene. Regardless of the number of members who show up upon the second call, the dissolution can be discussed. The decision on dissolution can be taken upon the affirmative vote of 4/5 of the members present at the meeting as stated in Article 14.

c

The dissolution of the Association shall be communicated to the Registrar of Associations within 5 days by the Board of Directors.

d

Once the Association is dissolved and its outstanding debts are paid off, the remaining money and assets shall be transferred to another institution/organization with a similar goal.

Temporary Power

26

Temporary Power:

Until the first General Assembly convenes and the necessary competent bodies are created, the Board of Founders of the Association shall assume all the powers and duties of the bodies stated in the Bylaw. They will set up a Board of Founders having the number of members they will determine and the Board shall:

a

Define what information will be required at the time of registration as a member.

b

Review the membership applications made to the Association and decide whether to accept or reject them.

c

Have a bank account(s) opened at a bank it will choose on behalf of the Association in order to keep the Association’s money.

d

Accept donations, aid and gifts on behalf of the Association.

e

Set the time, place and agenda of the first General Assembly meeting of the Association

f

Represent the Assocation in all affairs with all the relevant powers until bodies of the Association are created in accordance with the Bylaw.

g

The first General Assembly meeting of the Association shall be held within 6 months at most following the date the Association is established.

Power to make regulations

27

The Board of Directors of the Association shall have the power to make a regulation to clarify and facilitate practices, and to make this Bylaw more easily understood.

a

Regulations shall enter in force when they are published by the Board of Directors

b

No regulation shall supersede this Bylaw or contain any provision that may contradict with the provisions of this Bylaw.

c

The power to make amendments on or cancel regulations lie wih the Board of Directors.