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TURKISH AMERICAN BUSINESS ASSOCIATION BYLAWS The name of the Association is "Turkish American Business Association". The Association also carries on its business under the title of the American Chamber of Commerce in Turkey. The abridged name of the Association is TABA AmCham. The headquarters is located in Istanbul. New Branch offices may be established by a resolution of the General Assembly when and where it deems necessary in accordance with the provisions of the Associations Law. Duties, authorities and responsibilities of the Branch offices are defined in Article 23. ARTICLE 2: PURPOSE OF THE ASSOCIATION The purpose of the Association is to provide support for promotion of the commercial activities between Turkey and the United States. For this end the Association will: In order to consummate its purposes the Association will establish contacts and make any necessary attempts at every level within and outside Turkey. To perfect the abovementioned purpose the Association may organize meetings, shows, trips, scientific studies and exhibitions; it may also build archives, publish materials, cause plans and projects drawn up, organize competitions for this purpose, implement the result of the competition, and may own and sell immovable properties. ARTICLE 3 : ORGANS OF THE ASSOCIATION ARTICLE 4: FOUNDING MEMBERS Names and last names, professions or vocations, domiciles and nationalities of the founders are given below:
ARTICLE 5: MEMBERSHIP TO THE ASSOCIATION The natural persons or legal entities which have the legal capacity to act are entitled to become members of the Association, provided that they are not included within the scope of permanent or temporary right deprivation limitations specified in article 3 of the Associations Law no 5253, and that they will comply with the Ethic Principles which are prescribed by the Association and also take place in our regulatory statute by signing 'Taba-AmCham Ethic Principles Covenant'. The written membership applications will be reviewed and a relevant decision made by the Board of Directors of the Association within maximum thirty days, and the results will be communicated to the applicant accordingly. The member, whose application is admitted, will be recorded into the membership book. The standards, principles and terms concerning admission of natural persons and legal entities to TABA membership are organized, accepted and published by the Board of Directors appointed at the Headquarters. In the event that a legal entity becomes a member, the Chairman of the Board of Directors or the proxy entitled by him will have right to vote. At the time the Chairmanship or proxy representation of this entity is terminated, the proxy which is to vote in favor of the legal entity will be reassigned. Non Turkish citizens may become members provided that they fulfill all conditions requested from Turkish citizens and have legal right to reside in Turkey. There are two types of memberships, which are defined as Principal and Honorary. PRINCIPAL MEMBERSHIP: A Natural person who is qualified to become a member as per Associations Law must be approved by the Board of Directors as member, pay his/her membership dues, and have the right to vote in the General Assembly as a principal member 1- Honorary membership may be granted by a 2/3 majority of the General Assembly for those from among businesses and professionals who are acknowledged in the society by their individual and business attributes, contributed significantly to promotion of business relations between the United States and Turkey for the benefit of Turkey and agreed with TABA's ethic principles and who are deemed worthy for such membership. While honorary members can participate in meetings and discussions in the General Assembly, they will not be included in the quorum for voting. 2- Honorary membership may not be granted to active members paying membership fees, and they do not make the admission donation and pay the annual fees. 3- Honorary membership is granted for life and may not be taken away. SERVICE SUBSCRIPTION Legal entities living in Turkey and natural persons or Legal entities residing abroad may become Service Subscribers through making a donation determined annually by the Board of Directors. The Services Subscribers are informed about the Association's publications and activities and are entitled to participate in the Association's events without having the voting right. SUPERVISION BY THE MEMBERS Each and every member whether or not he/she is assigned in the Association's organs is entitled to report any activities which do not comply with the Association's purpose to the authorized organs. Internal supervision is thus provided. ARTICLE 6/A: EXPULSION FROM THE MEMBERSHIP Memberships of those who have lost their rights to become members by law, who act against the purposes or disciplinary rules of the regulatory statute of the association and who do not pay the membership fees despite the three notices made by resolution of the Board of Directors, are terminated with the resolution of the Disciplinary Action Board. ARTICLE 6/B DEPARTURE FROM MEMBERSHIP The membership terminates upon death or upon member's desire to leave the membership. A member will be deemed to have left the membership upon his/her written notice indicating his/her desire to leave to the Chairmanship of the Association anytime of his/her choice. No individual or entity may be forced to become a member and remain a member of the Association. ARTICLE 7: GENERAL ASSEMBLY MEETINGS The members who are listed on the membership roster determining the eligible members to participate in the General Assembly are invited to the General Assemblies by the Board of Directors in the following mode: b) If the meeting is postponed for any other reasons, such matter is announced to the members together with the reasons for postponement. The second meeting has to be convened within 6 months in the latest after the first postponement. c) The members are invited to the second meeting according to the rules cited in Paragraph (a). ARTICLE 8: MEETING TIME General Assembly ordinarily meets once in "May" at two year intervals. Extraordinary General Assemblies may be called to convene at any time by decision of the General Assembly, the Board of Directors or the Board of Auditors, or through written demand made by one fifth of the members. The General Assembly is called for a meeting by only the Board of Directors. If the Board of Directors fails to convene the General Assembly within one month upon the written request of the Board of Auditors or one fifth of the members, the Local Civil Justice of the Peace may, at a court hearing, assign a committee formed by three members of the Association for calling the General Assembly to convene. The General Assembly will convene by participation of one plus half of the members entitled to vote. In case the required quorum can not be reached in the first meeting, majority will not be sought in the second meeting. Nevertheless, the number of members participating in the second meeting may not be less than double the amount of the total number of the members in the Board of Directors and the Board of Auditors. The General Assembly meetings take place on the day, at the hour and the place mentioned at the invitations. The members that will attend the General Assembly verify their presence by signing the space next to their names in the roster prepared by the Board of Directors. The members' ID cards issued by the government authorities will be checked by the members of the Board of Directors or the personnel assigned for this purpose by the Board of Directors. Members that fail to present their IDs and sign the aforesaid roster, and members that are not entitled to attend the General Assembly will not be allowed to enter the meeting hall. Such individuals and those that are not members of the Association are allowed to watch the General Assembly Meeting from a separate section. If the sufficient quorum defined by Article 9 is attained at the General Assembly, this is documented in an official report. The meeting is opened by the Chairman of the Board or a member of the Board of Directors authorized by the Chairman. In case the sufficient quorum is not attained at the General Assembly, this is also documented in an official report by the Board of Directors. Following the opening; a chairman, sufficient number of deputy chairmen and a secretary are selected and a chairmanship council is formed to administer the meeting. Administration and ensuring the security of the meeting is the chairmanship council Chairman's responsibility. The matters discussed and resolutions made in the meeting are recorded in an official report by the secretary, and the report is signed by the Chairman of the chairmanship council and the secretary. The General Assembly is concluded after the matters on the agenda are discussed and the resolutions are made. At the end of the meeting, all of the reports and documents are given to the Chairman of the Board of Directors. The Chairman of the Board of Directors is obliged to keep such documents and deliver to the newly elected Board of Directors within seven days. ARTICLE 11: TOPICS OF MEETING Only those matters which are tabled on the agenda will be discussed in the General Assembly Meeting. However, other matters for which written motions are made for due deliberation before the discussion on the agenda is commenced by not lesser than one tenth of the members that are present at the meeting have to be included in the agenda. ARTICLE 12: DUTIES AND POWERS OF THE ASSEMBLY Below mentioned issues are discussed and resolved by the General Assembly: 1- Election of the Association's organs. 5- Empowering the Board of Directors to purchase new immovable properties which are needed for the Association, to sell the existing immovable properties or becoming indebted on behalf of the Association. ARTICLE 13: METHODS AND PROCEDURES IN VOTING AND DECISION MAKING Each member has the right for one vote in the General Assembly. A member has to vote in person. Voting at the Assembly may be performed through open or ballot system. The ballot slips are those which are stamped by the Board of Directors, put into a sealed or an empty box by the members after making their selection, and are itemized openly upon the election is completed. In the open voting system a procedure defined by the Chairman of the Assembly is implemented. The principal and substitute members of the Board of Auditors are elected in a ballot by the principal members of the General Assembly and ranked based on the number of votes. The principal and substitute members of the Discipline Board are elected in a ballot by the principal members of the General Assembly and ranked based on the number of votes. The principal and substitute members of the High Advisory Council are elected in a ballot by the principal members of the General Assembly and ranked based on the number of votes. Proposals receiving half plus one votes in the General Assembly are considered to be resolved. No member of the Association may vote in decisions concerning the legal or disputed matters between the Association and himself/herself, his/her spouse, his/her lineal ancestors and off-springs. Provision of the aforesaid paragraph is applied for individuals voting in proxy on behalf of Legal entities. The General Assembly Conclusion Report and the appendices thereof containing the principal and substitute members elected for the Board of Directors, Board of Auditors and the other organs is sent to the head of the local civil authority by the Chairman of the Board of Directors or a Member of the Board of Directors authorized by the Board of Directors within thirty days following the ordinary and extraordinary General Assembly meetings. The Chairman of the Board of Directors will be held accountable in case the aforesaid notification is not performed. Defects and errors in the Conclusion Report of the General Assembly determined as a result of the review made by the units of the Association will be corrected and amended in accordance with the legislation.
A) 1- The Board of Directors appointed at the Headquarters will not be less than 13 principal members and 13 substitute members. However, the number of principal and substitute members in the Board of Directors may be higher in accordance with paragraphs B), C), D) and E). Substitute members number of which is equal to the number of the principal members are elected for the headquarters and for the branch offices. Such members are elected for two years in a ballot held in the General Meeting among the principal members. A) 2- The US Ambassador in Turkey or his/her appointed representative and an official representative of US Chamber of Commerce are the regular members of the Board of Directors appointed at the Headquarters. A) 3- If the Chairman of the Board of Directors or his/her Representative participating in the General Assembly is elected to the Board of Directors appointed at the Headquarters or to the Committees in case the Legal entities, associations, companies, foundations and similar entities become members; in the event that Chairmanship or Representation task of such persons is completed, the new Chairman of the Board of Directors or his/her Representative assumes the duty and completes the remaining term of office of the previous Chairman or the Representative. B) The Chairman of the Board of Directors in each Branch office is a regular member of the Board of Directors appointed at the Headquarters. Moreover, for each 50 members of a Branch office that has paid the annual fees, an additional regular member for the Board of Directors appointed at the Headquarters is elected. C) The Association's Headquarters is represented by at least one member on the Board of Directors appointed at the Headquarters. Additionally, for each 50 members of the Headquarters that have paid annual fees, an additional principal member for the Board of Directors appointed at the Headquarters is elected in the Association's General Assembly by ballot from among the candidates out of the members that have paid the annual fees. E) If during any term, an increase occurs in the number of members based on the quota mentioned in paragraphs B and C, which necessitates election of additional Principal Members for the Board of Directors, an election with ballot system is held in accordance with the abovementioned principles for the said new members only in the Ordinary General Assembly Meeting to be organized in the same year. Term of office of these members continue until the end of the relevant term.
1 - To represent the Association or delegate such duty to one or more of its members. G) Decisions are in the Headquarters Board are taken up based on majority. If the number of votes turns out to be equal, the Chairman's vote will prevail.
I) In the election of the Board members required care is taken and effort is made so that the following points are observed: 1) The Chairman of the Board of Directors appointed at the Headquarters and the Deputy Chairmen of Taba-AmCham may be Turkish citizens or US citizens residing in Turkey. But, in case the Chairman is a Turkish citizen, necessary effort is made so that the Senior Deputy Chairman is either an US citizen living in Turkey, or representative of an American based or controlled company. 2) Due action will be taken to ensure that 51% of the members of TABA-AmCham Board of Directors appointed at the Headquarters will be the representative of the US citizens residing in Turkey and/or of American based or controlled company. The same effort is also made in election of the Chairmen of the Committees. ARTICLE 15: MAKING UP BOARD WITH SUBSTITUTES A) If the number of Board members decline, replacement is made from the substitutes list either it from the Headquarter or Branch offices according to the order of appointment. B) If any Board member does not attend four consecutive meetings his/her membership may be terminated as per decision of the Board of Directors. C) In case the number of the principal Board members falls below the required number after the vacant principal member seats are filled with substitutes, the Board of Directors may function with less than full number of principal members until the first Ordinary General Assembly Meeting. However, the missing principal and substitute members are elected in the first Ordinary General Assembly Meeting. Terms of office of such members are limited by the term of office of the existing Board of Directors. D) If the number of the members of the Board falls below the half of the minimum number cited in Article 14 due to becoming vacant even after the vacant seats are filled with substitute members, the General Assembly will be called by the existing members of the Board of Directors or the Board of Auditors for a meeting to be held within one month. In case the call is not made, the Local Civil Justice of the Peace may, in a court hearing, assign a committee formed by three members of the Association for calling the General Assembly to the meeting upon application of one of the members. ARTICLE 16/A: BOARD OF AUDITORS The Board of Auditors is elected by the General Meeting as three principal and three substitute members. This Board performs the auditing task within intervals of maximum six months in accordance with the principles and procedures set forth in the Associations Law, and presents the audit results to the Board of Directors and to the General Meeting when it meets. ARTICLE 16/ B: INTERNAL AUDIT PROCEDURES The methods concerning the operation principles and internal audit procedures to be implemented by the Board of Auditors on the documents related to the budget accounts and transactions of the Association are given below: During the auditing, the Board of Auditors controls; 1- If the budget limit prepared for the relevant period is exceeded or not;
ARTICLE 17: DISCIPLINARY ACTION BOARD AND HIGH ADVISORY COUNCIL Disciplinary Action Board members consist of three principal and three substitute members who are elected for three years from among principal members of the General Assembly. The Disciplinary Action Board makes decisions in matters related to the Association's discipline, work ethics, morality, behavior, public image and other matters forwarded by the Board of Directors. The Disciplinary Action Board, when required, informs the Association's Board of Directors about the results of its activities.
The High Advisory Council is composed of five principal and three substitute members elected for a year from among the principal members of the General Assembly who assume administrative positions in the American based companies operating in Turkey. The US Ambassador to Turkey, the Consul General and the Consuls, the Commercial Attaché and the official representative of U.S. Chamber of Commerce and the TABA President and the former Presidents of TABA are the regular members of the High Advisory Council. The High Advisory Council carries out surveys which will assist the American Companies operating in Turkey and Turkish Companies operating in the USA to continue their business without problems in a smooth business environment and to grow their business; sets up the strategies and policies and make proposals to solve the problems and perform activities in order to enhance business and investment between the two countries. They convene whenever deemed necessary and present their reports to approval of the Board of Directors of the Association. C) The working principles and procedures of the High Advisory Board are determined with a regulatory statute prepared and enacted by the Board of Directors appointed at the Headquarters. ARTICLE 18: MEMBERSHIP FEES 1 - Admission fees are collected from the new members when they are admitted to the Association for once throughout the membership period. 2 - Annual membership is paid by the members every year based on the BYLAW. 4 - In case a former member who either resigned from membership or lost his/her membership due to violating the Association's purpose and disciplinary rules wants to become a member again, he/she may be admitted without paying the admission fee based on the decision of the Board of Directors. 5 - In case a natural person member who was admitted through a legal entity has to leave the membership due to relocation, change of position or any other reason, another person from the same entity may be admitted as replacement, and under such circumstances the admission fee will not be requested for the new member. The annual fee will be collected from the following year on. ARTICLE 19: BOOKS AND RECORDS The Association keeps the books and documents specified in the regulation related to the procedures and principles about the Accounting Records and the books to be kept by the Associations in accordance with article 11 of Associations Law no. 5253, and the books in accordance with Article 32 of the Associations Law no. 25772 These books should be certified by the Directorate of the Province Associations or the relevant notary public. The books and records have to be kept in Turkish. The books will be recorded using fountain pen. The books may also be kept on computer media. However, the books which will be maintained in the form or continuous form may be used only after each page is numbered and approved before they are used. Approved pages are put in book form after they are used. The receipts, expense slips, and other documents used by the Association will be maintained for 5 years in accordance with the recording number and date order on condition that the periods mentioned in special laws are reserved. The Association will report its activities and results of transactions concerning revenues and expenses as of the year end in a written statement and deliver to the civilian authority every year by the end of April. ARTICLE 20: REVENUES AND EXPENSES OF THE ASSOCIATION The revenues of the Association are collected against the receipts and expenses are made against the expense slips. The receipts and slips are printed by the decision of the Association's Board of Directors in accordance with the format given in the Associations Regulation; and they are used after they are approved by the Directorate of the Province Associations. Banks slips and current account lists replace the receipts in payments made through banks. ID information and signature of the person who made the payment and donation will be on the receipts. Individuals, who will collect the donations and fee, including the period of their authorization, will be determined by the Board of Directors and certificate of authorization will be issued on behalf of such individuals. The Certificate of Authorization will include the ID information, signature and a photograph of the person who will collect the fees, and will be prepared in three copies and approved by the Chairmanship of the Board of Directors. One copy of the Certificate of Authorization will be given to the units of association. Individuals who are authorized to collect the fees may begin their collection function after the aforesaid copy of the Certificate of Authorization is delivered to the units of association. However, period of the Certificate of Authorization is limited by the period of the Board of Directors which issued the certificate. Newly elected Board of Directors has to renew the Certificates of Authorization based on the abovementioned principles. In case the period of the Certificate of Authorization is expired, or the person for whose name a Certificate of Authorization was issued is removed from the position or dies, the Association is disintegrated or terminated; the Certificate of Authorization issued previously have to be delivered by the Board of Directors within one week. The authority for collecting fees may be removed anytime by decision of the Board of Directors. The changes concerning the Certificate of Authorization are notified by the Chairmanship of the Board of Directors within 15 days to the units of association. The revenues and expenses are duly recorded in the relevant books. Revenue sources of the Association are the following:
ARTICLE 21: AMENDMENTS IN THE BYLAWS The Bylaws of the Association may be amended on the condition that the issue is put on the agenda of an Ordinary or Extraordinary Assembly and members are notified 30 days prior to the Assembly date. The majority required for holding the General Assembly meeting is implemented for commencement of the discussions. The amendment in the Bylaws can be made by two third majority votes of the participants present at the Assembly. The amendments made in the Association's Bylaws are attached to the General Assembly Conclusion Report and notified to the Civilian Authority within thirty days following the General Assembly meeting. The Associations Law, Associations Regulations and provisions mentioned in the section "Associations" of the first book of the Turkish Civil Code will be applied in matters which are not covered in these Bylaws. ARTICLE 22: LIQUIDATION METHOD IN DISSOLUTION a) Liquidation by decision of the General Assembly: The General Assembly may always decide dissolution of the Association by establishing the two-third quorum vote of the members who have the right to attend the General Assembly in accordance with the Bylaws. In case this quorum is not attained in the first meeting, the members are called for the second meeting in accordance with the article 9 of the Bylaws. The liquidation matter may be discussed no matter what the number of attendees is in the second meeting. However, the number attendees may not be less than twice of the number of members in the Board of Directors and the Board of Auditors. The liquidation decision has to be given by two thirds majority of the members present in the meeting. The liquidation process is completed based on the report prepared by three members elected in the General Assembly to form a Commission and then handover operation is performed by the aforesaid Commission. The phrase 'In Liquidation Process' will be added before the name of the Association in all operations made during the liquidation period. The money and assets are transferred to Kızılay (Red Crescent) at the end of the liquidation process. After the liquidation and handover processes are finalized, the Liquidation Board will send a notice to the Directorate of Associations so that all records in the Association File are deleted. b) Liquidation by Court Order: If the General Assembly could not meet or a decision could not be taken or the Association was liquidated by court order, all monies, assets and rights of the Association will be transferred by court order to an Association of which purpose is the closest to ours and which has the highest number of members on the date our Association was closed. c) The documents and books of the liquidated Association will be kept for five years by the members of the final Board of Directors or a member of the Board of Directors who was assigned for this purpose. ARTICLE 23: ESTABLISHMENT OF NEW BRANCH OFFICES, THEIR ORGANS, AUTHORITIES AND RESPONSIBILITIES The Association may establish new Branch offices when and where the General Assembly deems necessary in accordance with the provisions of the Associations Law. A founders' board consisted of at least three people who are authorized for this purpose by the Board of Directors of the Association will sign two copies of the Establishment Statement and provide the required information to the highest Civilian Authority in the region in which the branch office will be established, and thus realize the opening of the branch office. Also the General Assembly may decide to eliminate inactive branch offices or to merge them with an active branch office, or empower the Board of Directors appointed at the Headquarters for this matter. In the event that closure or incorporation of the branch offices is decided, all of the assets of the incorporated or closed branch office will be transferred to the Association's Headquarter. B) ORGANS OF THE BRANCH OFFICES Each Branch office must have a General Assembly, Board of Directors and Board of Auditors. 1 - General Assembly of the Branch office General Assembly of the Branch office will be composed of the registered members of the Branch office. With the exception of Article 12, all other provisions of the Bylaws of the Association related to duties, authorizations of the General Assembly and the provisions concerning the meeting procedure will also apply in the operation of the General Assemblies of the Branch offices. However, the Ordinary Branch office General Assemblies have to meet thirty days before the Association's Ordinary General Meeting and copies of the Branch office General Assembly Conclusion Report have to be sent to the Civilian Authority and the Headquarters within thirty days following the date the meeting was held. . The Board of Directors of the Association in the Headquarters will always be entitled to call the Branch office General Assembly for an extraordinary meeting. In such cases, the agenda of the Branch office General Assembly will be determined by the Board of Directors of the Association in the Headquarters. The Board of Directors of the Branch office will consist of five principal members and five substitutes elected by the Branch office General Assembly Provisions of the Bylaws regarding the Association's Board of Directors will be implemented on condition that principles in this article concerning the duties, authorities and operation rules of the of the Board of Directors of the Branch office are reserved. *To represent the Branch office *To perform the Branch office's operations within the general working principles and rules as assigned and determined by the Board of Directors of the Branch office *To organize activities which fall within the purpose of the Association in its region *To organize events among the members of the Branch office *To ensure that the required books and records are properly kept *To perform other functions which are assigned to the Board of Directors of the Association by the Associations Bylaws, on behalf of the Branch Office *To ensure that the contributions to be made to the Headquarters are made within the periods determined by the General Assembly of the Association or the Board of Directors of the Association. b) The Board of Directors in the Branch office will meet at least once a month and the decisions taken by the majority will be recorded in the Book of resolutions, signed and a copy is sent to the Board of Directors of the Association. c) Admission of the new members and expulsion of the existing members are performed by decision of the Board of Directors in the Branch office subject to final authority of the Board of Directors of the Association. d) While the communications and correspondence with the natural persons and legal entities are made by the Board of Directors of the Association on behalf of the Association, the Branch offices are entitled to execute the correspondence and the relations in accordance with the Association's Bylaws, with the natural persons and legal entities, public organizations and foreign embassies in matters concerning their regions. The Board of Directors of the Association asks opinion of the Branch offices for correspondence to be made with the natural persons and legal entities, public organizations and foreign embassies located in the Branch office's region. e) The provisions in paragraphs A), B), C) and D) in article 5 are applied exactly for the Board of Directors in Branch offices. The Board of Auditors of the Branch offices consists of three principal and three substitute members elected by the Branch office General Assembly. The Bylaws governing the Auditing Board of the Association will also apply exactly for the Branch office Board of Directors. C) ACTIVITIES OF THE BRANCH OFFICES In addition to the activities which the Branch offices will perform in accordance with the general strategic objectives as determined by the Board of Directors of the Association, the Branch offices are free to carry out all kinds of activities in their regions, which are within the limits of their budgets as approved in the Branch office General Assemblies and which do not contradict with the Bylaws and purposes of the Association. Revenues generated from such activities will be deposited in a special bank account opened by the Association. Just as the Branch offices will deposit all collections, including the membership fees in their regions, they will also cover their expenses out of the aforesaid account. The Association may authorize people who are entitled to deposit and withdraw money in and out of the said account.
PREFACE: TABA AmCham members act and behave in compliance with the below mentioned ethic principles in all of its relations with the people and organizations which they conduct business with, customers, suppliers, competitors, shareholders and partners, the community, nature, environment and the State in which they live: PURPOSE: The purpose of the below mentioned ethic principles is; To define the ethic principles which ensure operation of the free competition and which are accepted universally, To contribute to establishment of the principle of mutual trust in business life, To prevent spreading of comportment and actions which do not comply with the business ethics, To make an effort for establishment and improvement of business ethics in business life, and their own sectors by defending the business ethics, and in this framework, to contribute use of the resources in the country in a efficient and effective manner. HONESTY: The members obey with honorable and honest behavior rules in business life. In this framework: The members do not knowingly inflict damages to others in their business activities. They do not use any confidential information for their own interest. They do not profit from the activities of their companies, subsidiaries, participations, and the activities of the companies which they are affiliated or they are in management of in such a way that impact the decision making capacity of the other persons and organizations. They do not make misleading statements or promotions about their or others' financial conditions or overlook such activities, and thus act in misleading behaviors and do not allow performance of such behaviors. They bear the responsibilities of the products and services they provide and do not refrain from doing whatever is necessary in this matter. They do not violate the consumer rights and do not market products which are not fit to human health. They do not depart from main principle of honesty and openness in their proposals and contract negotiations. They do not operate in such a way that leads to unfair competition by bypassing or diverting the laws and the internationally acknowledged principles of honesty. They do not request establishment of unfair income for them. They do not act as an intermediary or do not request intermediary role from any one in this matter. They reject proposals made for this purpose. They refrain from behaviors and actions which may lead to conflict of interest. They refrain from actions which lead to unfair competition and interest through speculative and insider's information; they do not have the tendency for becoming a monopoly. They pay special attention for fulfilling the promises they have made. RESPECT FOR LAWS The members show respect for order of law in all of their activities. In this framework: They comply with all legal arrangements of the Republic of Turkey, and the laws of the countries in which they operate; they fulfill all of their managerial and auditing obligations as prescribed by laws. They do not keep records which are not true, are fraudulent or incorrect; they do not overlook when such records are kept; they do not provide the authorities with misleading information. They do not resort to ways and methods which are not approved by business and social ethics. They do not perform actions which do not comply with the conditions of free market and free competition. They declare the income which they have generated through their commercial activities fully and completely, and pay the taxes to be accrued based on their declarations fully and completely. They fulfill the obligations, which they have assumed, in due time and completely. They comply with the legal arrangements related to giving promotional gifts to personnel of the public organizations and establishments, and the companies they have engaged business with. They strictly comply with the rules and restrictions of the law concerning employment of public personnel no matter why they have left their positions. HAVING GOOD MORAL CHARACTER The members fulfill the requirements of having good moral character in all of their behaviors and attitudes. In this framework: They perform behavioral traits and attitudes which comply with high moral principles. They act fairly and conform to justice. They do not engage in unfair business and attitudes in public against Taba-AmCham (Turkish American Business Association) of which they are members. They do not engage in actions and operations or make statements which are against the Bylaw of Taba-AmCham or stain Taba-AmCham. They refrain from behaviors and attitudes which may shake the confidence or damage the respect felt towards them. They do not try to obtain secrets or confidential information related to the business by resorting ways and methods which would not be approved by business and social ethics. They prevent such efforts performed by those around them. They do not hesitate from fulfilling the requirements of the social responsibilities. They do not employ the active members of the parliament or the public officers in their companies, subsidiaries, participations, or the companies which they are affiliated with or they are in management of; they do not give positions to such people in management, auditing or any other organ of the same; they do not request consultancy, agency, intermediary, expertise etc, under whatever name it may be, from such people. They do not engage in such relations and do not make financial donations outside the methods and limits prescribed by the relevant laws. They do not openly support a political party or a politician; they do not employ members of political parties with expectations of obtaining advantages. They do not direct the relations of its activities with the political parties in line with their interests and do not try to obtain benefits out of such relationships. They comply with the main principles of honesty, fair administration, and equality, providing a safe and healthy working environment, respect for their personalities, not to force for performance of illegal works and contribute their personal initiations in their relationships with the employees. With respect to rights of their employees; they do not discriminate based race, color, sex, religious faith, political belief, philosophical opinion, denomination, age, bodily handicap; they comply with all of the laws which ensure equal opportunity. They do not allow behaviors and actions which are based on such discriminations and which may be considered as sexual harassment. They ensure that all personal information pertaining to their employees are kept in secure environment and remained confidential.
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