SOUND STUDIOS UNION ASSOCIATION BYLAWS

SECTION ONE

Establishment Provisions

ARTICLE 1: NAME OF THE ASSOCIATION

The name of the association is “SOUND STUDIOS UNION”.

ARTICLE 2: HEADQUARTERS AND BRANCHES OF THE ASSOCIATION

The association’s headquarters is located at: Türkali Mh. Şehit Ali Kerem Mergen Sk. No: 9 Kat:1/C Beşiktaş / İstanbul. The Board of Directors may open branches and representative offices nationwide in accordance with the law.

ARTICLE 3: PURPOSE OF THE ASSOCIATION

3.1) The purpose of the association is to focus on activities in the media production sector—such as studio recording services, voice-over, dubbing, dubbing recording, jingles, advertising voice-over, commercial filming, commercial scripts, creative advertising texts, translation, and sound design—and, aside from profit sharing, to combine and develop knowledge and efforts toward a specific and common goal.

3.2) To provide opportunities for members to share knowledge, experience, and ideas in order to enhance their professional competence and further develop their qualifications.

3.3) To develop standards and practices for voice-over artistry and similar fields, and to collaborate with other organizations so that the industry as a whole can benefit from advancements.

ARTICLE 4: ACTIVITIES OF THE ASSOCIATION

The association will engage in activities in the following areas to achieve its objectives:

4.1) Work with voice-over artists, advertisers, advertising agencies, production companies, film companies, photography production companies, public relations firms, fashion designers, textile companies, promotion and event service providers, and professional organizations representing these sectors, as well as all active member companies, to exemplify high standards and principles at all times and to collaborate with these organizations.

4.2) Initiate, conduct, manage, and complete research, examination, and analysis activities when the study of new trends, opportunities, techniques, or methods is required.

4.3) In compliance with relevant legislation, establish partnerships with institutions and organizations contributing to the industry at national and international levels, act as their Turkey representative, organize events to help them better achieve their objectives, participate in existing events, provide consultancy services, receive financial assistance, support projects, and carry out promotional activities.

4.4) When necessary, undertake legal actions, file lawsuits, or intervene in ongoing lawsuits as a plaintiff, defendant, or third party.

ARTICLE 5: MODE OF OPERATION

To achieve its objectives and carry out its services, the association may:

5.1) Conduct research, investigations, and studies through working groups, committees, or experts established within the association, and determine proposals and recommendations.

5.2) Establish economic, commercial, and industrial enterprises, partnerships, foundations, and mutual aid funds to obtain the revenues needed to achieve its objectives and services.

5.3) Open, operate, or contribute to educational institutions, tutoring centers, courses, and dormitories at all levels to fulfill its objectives and services.

5.4) Purchase, rent, and sell movable and immovable property necessary for its headquarters and for achieving its objectives and services; establish any rights over such property, operate it, and undertake any construction works.

5.5) Receive and provide domestic and international donations and assistance in accordance with the Law on Collection of Aid and these bylaws; accept conditional or unconditional bequests.

5.6) Exercise all rights permitted by legislation, such as opening local branches, and carry out all other necessary activities to achieve its objectives and services.

SECTION TWO

Membership Provisions

ARTICLE 6: MEMBERSHIP CONDITIONS

The conditions for becoming a member of the association are as follows:

6.1) Both natural persons and legal entities can become members of the SOUND STUDIOS UNION.

6.2) Membership is divided into three types: Full Membership, Associate Membership, and Honorary Membership.

6.3) Qualifications required for a candidate who is a legal entity:

a) The AGENCY must be established in Turkey and have been providing services in areas such as voice-over for at least two years, or its founders must have at least three years of professional experience in these areas.

b) The Board of Directors must approve by majority vote that the agency is competent to conduct its activities at a national level and in the eyes of its peers.

c) The legal entity’s board of directors must make a decision to apply for membership.

6.4) Associate Membership:

Individuals or legal entities that meet the qualifications mentioned under full membership but have not yet completed the required durations specified in 6.3.a and 6.4.a may be accepted as associate members. Associate membership is granted by a majority vote of the Board of Directors.

Members who meet the required durations in 6.3.a and 6.4.a can be promoted to full membership based on a proposal by three association members and a majority vote of the Board of Directors. Associate members pay half of the total of entrance and annual dues required from full members and enjoy all rights of full members except the right to vote and be elected to organs. They are listed in the association’s associate member list and may attend the General Assembly meetings as guests.

6.5) Qualifications required for a candidate who is a natural person:

a) Must have worked for a total of at least one year in the organization(s) meeting the above qualifications.

b) Must be a shareholder in the agency they work for, and no other natural person from the same agency can be a member.

c) Their primary profession must be related to agency services.

d) Must have full civil rights.

e) Must not have been convicted of a dishonorable crime.

f) Must have prepared all documents required for membership.

g) Must be at least 18 years old and legally capable of exercising civil rights.

h) For foreigners, must have the right to reside in Turkey.

ı) Individuals who are prohibited from joining associations under the Associations Law, or who cannot obtain permission from their affiliated organizations (unless otherwise stated by special law), or who have been permanently expelled from an association for reasons other than non-payment of membership dues, cannot become members.

6.5) Honorary Membership:

Honorary membership may be granted to individuals who show love and respect for the association’s objectives and services, upon the proposal of at least two members and the decision of the Board of Directors. Honorary members do not have the right to vote or be elected to organs but may choose to pay membership dues. Termination of honorary membership requires the proposal of at least two members and the decision of the Board of Directors. Former association presidents who have left the agency profession may be awarded the title of “Honorary President” by the General Assembly in recognition of their contributions and achievements to the association’s development.

ARTICLE 7: MEMBERSHIP PROCEDURES

Membership procedures of the association are as follows:

7.1) Candidates wishing to become members of the association must complete a “membership form” indicating that they accept the association’s objectives, service areas, and bylaws, and that they meet the necessary membership requirements. They must submit this form to the Association Presidency and pay the membership entrance fee as specified on the form. Membership cannot be granted until this payment is made.

7.2) After conducting the necessary investigation regarding the candidate, either directly or through a committee it establishes, the Board of Directors shall make a decision regarding the candidate’s request within thirty (30) days from the application date. The registration process is completed, and the candidate is notified in writing.

7.3) The Board of Directors’ decision to reject a candidate’s application is final and cannot be appealed in any way. No justification is required for decisions regarding the acceptance or rejection of membership.

ARTICLE 8: RESIGNATION FROM MEMBERSHIP

Membership ends upon death or by the member’s request to withdraw. The member must notify the Association Presidency in writing of their intention to resign. From the date of this notification, the member is considered to have left the association. A resigning member is responsible for paying any outstanding membership dues, if applicable.

ARTICLE 9: EXPULSION FROM MEMBERSHIP

The reasons for expulsion from the association are as follows:

9.1) Losing the right to be a member of associations, acting contrary to the association’s mission, vision, and bylaws, violating the decisions of the General Assembly and the Board of Directors, engaging in unfair competition, or harming other member studios of the association by violating the association’s pricing principles (which may be set by the Board of Directors).

9.2) Failure to pay membership dues for two consecutive years.

ARTICLE 10: PROCEDURES FOR EXPULSION FROM MEMBERSHIP AND OBJECTION

Membership of individuals who act contrary to the association’s mission, vision, and bylaws may be terminated based on a determination report prepared by a Disciplinary Committee, through a secret ballot with a two-thirds majority vote of the total number of Board of Directors members. The decision is communicated to the member in writing. All legal rights of members whose membership is terminated are reserved in accordance with the relevant legislation. Except for deceased members, if a resigning or expelled member has unpaid dues, the Association’s Board of Directors may pursue legal action to collect them.

SECTION THREE

Administrative Provisions

ARTICLE 11: ORGANS OF THE ASSOCIATION

1. GENERAL ASSEMBLY
2. BOARD OF DIRECTORS
3. SUPERVISORY BOARD

ARTICLE 12: GENERAL ASSEMBLY

The General Assembly of the association convenes ordinarily every three years in October and begins its proceedings at the location of the association’s headquarters with the attendance of more than half of its members.

ARTICLE 13: PROCEDURE FOR CONVENING

13.1) The Board of Directors prepares a list of members who have the right to attend the General Assembly in accordance with the association’s bylaws.

13.2) Members entitled to attend the General Assembly are notified in writing or electronically at least 15 days in advance of the date, time, place, and agenda of the meeting, as well as of the date, time, and place of the second meeting to be held if a quorum is not reached at the first meeting. The interval between the first and second meetings cannot be less than seven days.

13.3) The second meeting is convened with the members present, regardless of quorum, and the General Assembly proceedings begin. However, the number of members present cannot be less than twice the total number of principal members of the Board of Directors and the Supervisory Board.

13.4) The General Assembly meeting cannot be postponed more than once.

ARTICLE 14: PROCEDURE FOR HOLDING THE MEETING

14.1) General Assembly meetings of the association are held on the specified date, time, and place. Members attending the General Assembly enter the meeting venue by signing opposite their names on the list prepared by the Board of Directors. Based on the signed list, the number of members present and the quorum for the meeting and decisions are determined in a record signed by the Association President and the Secretary.

14.2) After the Secretary reads the record indicating that a quorum has been reached, the General Assembly is opened by the Association President or Vice President, and a chairperson, sufficient vice-chairpersons, and a secretary are elected for the board (Divan) to manage the General Assembly.

14.3) Management of the meeting belongs to the Divan Chairperson. The Secretary prepares the minutes throughout the meeting and signs them together with the Chairperson. At the end of the meeting, all minutes and documents are handed over to the new Board of Directors. Within 30 days following the General Assembly election, the results are submitted in writing, along with an attachment, by the Board President to the local administrative authority where the association’s headquarters is located.

14.4) Members who joined the association no later than the previous calendar year are entitled to one vote at the General Assembly, and they must cast their vote in person.

14.5) The quorum for decisions at the General Assembly is more than half of the members present. However, in decisions regarding amendments to the bylaws or the dissolution of the association, the quorums specified in the relevant articles are required.

ARTICLE 15: MATTERS TO BE DISCUSSED AT THE MEETING

The items on the agenda are discussed at the General Assembly meeting; however, it is mandatory to include on the agenda any topics requested for discussion by at least 1/10 of the members present at the meeting.

ARTICLE 16: EXTRAORDINARY GENERAL ASSEMBLY

An Extraordinary General Assembly is convened by the Board of Directors within one month for important and mandatory matters that cannot wait until the ordinary General Assembly meeting or would benefit from being addressed as soon as possible, based on the following applications and decisions:

16.1) A written and signed application by 1/5 of the association’s members regarding the matter,

16.2) A decision made by a two-thirds majority of the Board of Directors on matters deemed necessary,

16.3) A unanimous decision by the Supervisory Board regarding the association’s accounts and budget,

16.4) The Extraordinary General Assembly is conducted according to the procedures and principles of the ordinary General Assembly, and only the matter that necessitated the meeting is discussed and decided.

ARTICLE 17: DUTIES AND AUTHORITIES OF THE GENERAL ASSEMBLY

The General Assembly is the highest decision-making body of the association, and its duties and authorities are as follows:

17.1) To make necessary decisions in accordance with laws and the provisions of the association’s bylaws.

17.2) To elect the organs of the association.

17.3) To review and approve the Board of Directors’ work report for the previous period, along with the balance sheet and income-expenditure statements, and the audit report of the Supervisory Board, and to acquit the members of the Board of Directors.

17.4) To review the budget prepared by the Board of Directors and approve it as is or with modifications.

17.5) To review and decide on the Board of Directors’ proposal for amending the association’s bylaws.

17.6) To decide on objections made within the prescribed period against Board of Directors’ decisions by members who have been expelled from the association.

17.7) To authorize the Board of Directors regarding the purchase or sale of immovable property for the association.

17.8) To decide on the dissolution of the association and the distribution of its assets.

17.9) To decide on the association’s joining or leaving a federation.

17.10) To decide on the opening of branches where deemed necessary.

17.11) To decide on the establishment of a fund (mutual aid or solidarity fund) if deemed necessary.

17.12) To make decisions on other necessary matters.

ARTICLE 18: BOARD OF DIRECTORS

The Board of Directors consists of 5 principal and 5 alternate members, elected by secret ballot at the General Assembly for a term of three years. Members of the Board of Directors are considered to have resigned if they fail to attend three consecutive meetings without an excuse, or, even if excused, fail to attend more than half of the meetings held during a work period. In the event a member resigns for any reason, the first alternate member in line shall be called to principal membership within one week. If, due to vacancies and the appointment of alternates, the total number of Board members falls below half of the full membership, the General Assembly shall be convened for an extraordinary meeting within one month for re-election.

ARTICLE 19: PRINCIPLES OF OPERATION OF THE BOARD OF DIRECTORS

19.1) Within six days following its election, the Board of Directors shall hold its first meeting to assign duties by electing a President, a Vice President, a Secretary, a Treasurer, and directors responsible for the association’s objectives and service areas.

19.2) The Board of Directors meets at least once every three months and may hold extraordinary meetings when necessary.

19.3) The quorum for the Board of Directors’ meetings is more than half of the total number of members, and decisions are made by a simple majority of those present.

19.4) The Board of Directors meets based on the agenda set by the call of the Association President and the agenda suggestions of other members, and conducts its activities accordingly.

ARTICLE 20: DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS

20.1) To make necessary decisions in accordance with the law and these bylaws, and implement the decisions of the General Assembly.

20.2) To represent the association or authorize one or more of its members to do so.

20.3) To collect donations and aid on behalf of the association.

20.4) To prepare the budget for the upcoming period and submit it to the General Assembly.

20.5) To prepare the work report, balance sheet, and income-expenditure statements for the previous period.

20.6) To examine applications from individuals wishing to become members, decide on acceptance or rejection, register new members, and make decisions regarding the loss of membership rights for those who fail to pay dues as specified in the bylaws.

20.7) Upon the recommendation of the Association President, to decide on the termination of membership rights for members who have lost the qualifications and conditions of membership, deviated from the association’s objectives and service areas, acted against the bylaws or General Assembly decisions, or engaged in contrary words or actions.

20.8) To determine the date, time, place, and agenda of General Assembly meetings, and announce them to members and the district governor’s office.

20.9) To establish and organize working groups or committees for management and service purposes and make necessary decisions regarding their reports.

20.10) To appoint personnel and advisors to carry out the association’s activities and terminate them if necessary.

20.11) To decide on the establishment of partnerships, economic enterprises, and foundations, or participation in those already established or to be established.

20.12) To prepare proposals for amending the bylaws and preparing or amending regulations.

20.13) To notify members and relevant authorities of the decisions taken at General Assembly meetings.

20.14) To receive the association’s assets from the outgoing Board of Directors in accordance with their responsibilities and balance sheets for the previous period, and to deliver them in the same manner to the Board of Directors of the upcoming period.

20.15) To carry out other necessary actions and procedures.

20.16) To cooperate with other sector-related organizations abroad.

20.17) To decide on opening representative offices where deemed necessary.

20.18) To make decisions regarding the association’s participation in international activities, joining or leaving foreign organizations, or establishing cooperation with them.

ARTICLE 21: SUPERVISORY BOARD

The Supervisory Board consists of 3 principal and 3 alternate members, elected by secret ballot at the General Assembly for a term of three years. The member receiving the highest number of votes becomes the chair of the board. The Supervisory Board audits the Board of Directors once a year. The quorum for supervision is two members.

The Supervisory Board is responsible and authorized to:

• Report the results of its examination, as well as any suggestions and recommendations, regarding the association’s budget, accounts, and transactions to the Board of Directors;
• Attend the Board of Directors’ meeting where the work program for the period, annual budget regulation, and income-expenditure statements prepared by the Board are discussed, and present its suggestions and recommendations;
• Submit a report to the General Assembly containing its review of the previous work period report, the balance sheet, and the income-expenditure statements prepared by the Board of Directors.

ARTICLE 22: ADVISORY BOARD

Within the first three months of their term, the Board of Directors shall establish an “Advisory Board” with members and individuals working in line with the association’s objectives. The Advisory Board meets at least twice a year to carry out its activities according to the agenda prepared by the Board of Directors.

ARTICLE 23: EXECUTIVE UNIT PERSONNELİ

Executive unit personnel may be appointed within the limits required by the association’s budget and the scope of its objectives and services. The duties, authorities, rights, and responsibilities of the executive unit personnel are specified in the "Personnel Employment Rights Regulation."

ARTICLE 24: BRANCHES AND REPRESENTATIVE OFFICES

24.1) The association may open branches. For this purpose, a written application must be submitted to the highest local administrative authority of the location where the branch will be opened by at least three members authorized by the Board of Directors.

24.2) Each branch is required to establish a General Assembly, a Board of Directors, and a Supervisory Board. The duties and authorities of these bodies are the same as those of the central organization. However, some powers may be delegated to branch bodies through regulations or principle decisions approved by the central General Assembly.

24.3) Announcements regarding the branch General Assembly meeting can be made via newspaper or using local means and tools. The date, time, location, and agenda of the branch General Assembly meeting must be notified in writing to members at least 15 days in advance. Branch General Assemblies must hold their ordinary meetings at least 2 months before the central General Assembly meeting. All members in the branches may participate in the central General Assembly as representatives.

24.4) The provisions of the Associations Law and these bylaws apply to branches.

24.5) The Board of Directors may open representative offices where necessary, within the framework of the association’s objectives, working principles, and relevant legal regulations.

24.6) The address of the representative office shall be notified in writing to the local administrative authority of the location by the person or persons designated as the Representative by the Board of Directors.

24.7) The term of office of the representatives is limited to the term of the Board of Directors that appointed them. However, appointed representatives may be dismissed before the end of their term by written notice from the Board of Directors. Representatives are responsible to the Board of Directors for their work.

24.8) Representative offices are not represented in the Association’s General Assembly.

SECTION FOUR

Financial Provisions

ARTICLE 25: REVENUES OF THE ASSOCIATION

25.1) Membership Entrance Fee and Annual Dues: The membership entrance fee is a mandatory payment made by the member upon joining and covers the period until the end of that year. The annual membership fee is a mandatory yearly payment that members must make for the duration of their membership. No annual fee is required in the year the entrance fee is paid. The amounts for the entrance fee and annual dues are determined by the Board of Directors according to current conditions.

25.2) Income derived from the association’s assets,

25.3) Any conditional or unconditional donations, bequests, and aid,

25.4) Income obtained from the sale of publications, lotteries, and from events such as meetings, festivals, performances, trips, bazaars, galas, and similar activities,

25.5) Income derived from donations and aid collected in accordance with the legislation on fundraising,

25.6) Income from partnerships, economic enterprises, local associations, and mutual aid funds,

25.7) Grants, fund resources, and all other income obtained from national and international organizations and sponsors,

25.8) The association may not receive cash or in-kind donations under the name of donation, fund, etc., from individuals and institutions that have the qualifications specified in Article 6.4.

ARTICLE 26: INCOME AND EXPENDITURE PROCEDURES

The association’s revenues are collected using receipt documents. The officials authorized to collect donations, contributions, entrance fees, and annual dues are specified by a decision of the Board of Directors and registered with the relevant local administrative authority. The receipt must clearly state the full identity of the person paying the entrance fee, annual dues, or donation.

For expenditures, an invoice or receipt is obtained. If such documents cannot be obtained, an expense document is prepared by the responsible person and a retail sales slip is attached. The retention period for these documents is five years, without prejudice to longer periods specified by special laws.

ARTICLE 27: BOOKS TO BE MAINTAINED BY THE ASSOCIATION

The association shall maintain the books specified in the law and regulations. It is mandatory for these books to be certified by a notary or the Directorate of Associations.

ARTICLE 28: BORROWING PROCEDURE OF THE ASSOCIATION

To achieve its objectives, the association may, if necessary, carry out any borrowing transactions with banks, financial institutions, private and legal persons, or third parties, based on a decision of the Board of Directors.

SECTION FIVE

General Provisions

ARTICLE 29: INTERNAL AUDIT OF THE ASSOCIATION

The internal audit of the association is ensured through the issuance of regulations and proposals, which must be approved by the General Assembly, in order to organize the responsibilities of the designated organs and members regarding the achievement of the purposes and activities specified in the bylaws, maintain consensus among members, and strengthen solidarity.

ARTICLE 30: AMENDMENT OF THE BYLAWS

The association’s bylaws can be amended with a two-thirds majority vote of the members attending the General Assembly.

ARTICLE 31: DISSOLUTION OF THE ASSOCIATION

The General Assembly of the Association may decide to dissolve the Association at any time. In order for the General Assembly to decide on the dissolution of the Association, two-thirds of the members entitled to attend the meeting according to the bylaws must be present at the first meeting. If the two-thirds majority is not achieved in the first meeting, the number of members attending the second meeting cannot be less than twice the total number of members of the Board of Directors and the Supervisory Board. At the second meeting, a two-thirds majority of the members present shall adopt the dissolution decision. Once the dissolution decision is made, the situation shall be reported in writing to the local administrative authority within five days.

ARTICLE 32: ASSETS OF THE ASSOCIATION IN THE EVENT OF DISSOLUTION

If the association is dissolved by a decision of the General Assembly, its movable and immovable property, along with its existing funds, shall be transferred to an organization with similar purposes by a resolution.

ARTICLE 33: GAP IN PROVISIONS

In cases of gaps in the provisions that may arise during the implementation of these bylaws, the provisions of the Associations Law, the Turkish Civil Code, and the Turkish Code of Obligations shall apply.