Association Bylaws

TURKISH SOCIETY OF HIP KNEE ARTHROPLASTY – MAIN BYLAWS

NAME AND HEADQUARTERS OF THE ASSOCIATION:

ARTICLE 1.

An association has been established under the name Turkish Society of Hip Knee Arthroplasty with its headquarters in Ankara. The shortened name of the association is Arthroplasty Association. Place of activity: Bayraktar Mahallesi, İkizdere Sokak, No:21, Gazi Osman Paşa – Ankara.

OBJECTIVES AND FIELDS OF ACTIVITY:

ARTICLE 2.

The general objective of the Association is “to ensure that physicians and healthcare personnel receive better education and training in Orthopedics and Traumatology—particularly in joint diseases and arthroplasty; to enable their participation in domestic and international courses, seminars and similar scientific activities and to support research; to represent them; to work on reducing, treating and rehabilitating physical disabilities; to establish hospitals, centers or facilities for all such purposes; and to cooperate with associations, boards, institutions and organizations working in the same field.” The fields of service are as follows:

• To work on defining standards and minimum requirements within Orthopedics and Traumatology education; to provide necessary support for training institutions to achieve these standards; to promote and coordinate inter-institutional cooperation for this purpose; and to undertake initiatives for standardization of specialty and post-specialty training.

• To systematically work on reducing diseases, accidents and injuries that cause joint disabilities and on preventive measures; and to take remedial actions.

• To organize a National Arthroplasty Congress at least once every two years, bringing together domestic work and opinions on the subject through papers, symposia and panel meetings, and to draw the attention of all stakeholders to these congresses.

• To cooperate with like-minded associations, professional bodies and NGOs at home and abroad; to participate in platforms; to establish a foundation; and to form a federation.

• To work on determining and pricing the medical procedure codes within the scope of the Association’s activities listed in the Turkish Medical Association Minimum Fee Schedule and the Healthcare Implementation Communiqué, and to standardize orthopedic and traumatology medical practices relevant to the field.

• The Association does not engage in politics.

FIELDS OF WORK AND METHODS OF OPERATION:

ARTICLE 3.

To achieve its objectives and fields of service, the Association:

• Purchases, sells and leases movable and immovable property necessary for its headquarters and activities; may establish any rights over such property, operate them and have all kinds of constructions carried out.

• May organize all kinds of meetings, congresses, seminars, courses, symposia, conferences and events related to its objectives and fields of service.

• May conduct investigations, research and development through its members or experts; may issue periodical and non-periodical publications; and may assist and support in every aspect those involved in research, work and rehabilitation services.

• May establish and operate health facilities, hospitals, polyclinics and other medical organizations as well as educational institutions in Orthopedics and Traumatology; and may train technical and specialist personnel for these purposes.

• May establish economic, commercial and industrial enterprises, partnerships and mutual aid funds to obtain revenues needed to realize its objectives and services.

• May collect, receive and give donations within the framework of the Law on Aid Collection and relevant legislation; and may accept conditional and unconditional bequests.

• May open branches; may conduct international activities with necessary permits when required by legislation; may become a member of federations and organizations in line with its objectives; and may cooperate with international associations and federations.

• May exercise its right to open clubhouses and similar rights permitted by legislation, and may carry out other necessary activities and work.

MEMBERSHIP – MEMBERS’ RIGHTS – WITHDRAWAL AND EXPULSION:

ARTICLE 4.

Association memberships and rights:

• Full Member: Orthopedics and Traumatology specialist physicians who adopt the subject and purpose of the Association and wish to support its work materially and morally are admitted as full members upon the recommendation of a full member and by decision of the Board of Directors. Applications are made in writing. Research assistants and residents receiving Orthopedics and Traumatology specialty training may, until they obtain the specialist title, participate in all activities of the Association upon written application and approval of the Board of Directors; however, they cannot serve in the bodies of the Association, cannot be elected, cannot vote, and do not pay membership dues.

• Honorary Member: Persons at home and abroad who show close interest in and patronage of the Association; those who have rendered great services by publishing and researching in Reconstructive Joint Surgery and Arthroplasty; those who have made substantial financial contributions; those who, although not Orthopedics and Traumatology specialists, work in fields related to the diagnosis, treatment and rehabilitation of musculoskeletal diseases; and non-Turkish Orthopedics and Traumatology specialists may be admitted as Honorary Members by decision of the Board of Directors. Full members aged 65 and over may be transferred to Honorary Membership upon their request. No dues are collected from honorary members and they participate in national congresses without registration fees. Honorary members cannot vote at the general assembly and cannot serve on Boards of Directors.

Withdrawal and Expulsion from Membership;

a) Any member may resign from the Association by submitting a written petition.

b) Those whose behavior is incompatible with the Association’s activities, those who bind the Association without authorization, or those who lose legal capacity may be expelled by decision of the Board of Directors.

c) The membership of those who, without just cause, fail to pay their annual dues for two consecutive years within the period granted by written notice shall be terminated by decision of the Board of Directors.

BODIES OF THE ASSOCIATION:

GENERAL ASSEMBLY:

ARTICLE 5.

The General Assembly consists of full members who have paid their dues. The Ordinary General Assembly meeting is held every two years in April, on a day allocated during the national congress or orthopedic meeting organized by the Association. If, for that term, a national congress or orthopedic meeting is not to be organized by the Association, the General Assembly is held in Ankara, where the Association’s headquarters is located. The General Assembly convenes extraordinarily when deemed necessary by unanimous decision of the Board of Directors or the Supervisory Board, or upon the written request of one-fifth of the members. The General Assembly is called to meeting by the Board of Directors. The Board prepares the list of members. Members entitled to attend are invited at least fifteen days in advance by announcement in a newspaper or by written or electronic mail, specifying the date, time, venue and agenda. The notice shall also state the date, time and place of the second meeting if quorum cannot be achieved. The period between the first and second meetings shall not be less than seven days and not more than sixty days. If the meeting is postponed for reasons other than lack of quorum, members are notified in accordance with the procedure for the first meeting, with the reasons for postponement stated. The second meeting must be held within six months at the latest from the date of postponement. Members are called again to the second meeting in accordance with the principles set forth in the first paragraph. The General Assembly meeting cannot be postponed more than once.

ARTICLE 6.

The General Assembly convenes with the absolute majority of members entitled to attend according to the bylaws; for amendments to the bylaws and in cases of dissolution, a two-thirds quorum is required.

If quorum is not met at the first meeting, no quorum is sought at the second 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 Supervisory Board.

ARTICLE 7.

The General Assembly meeting is opened by the Chair of the Board of Directors or a board member designated by the Chair. A General Assembly presidency (the “divan”) consisting of one chair, one vice-chair and two clerks is elected from among the members to manage the meeting. Only items on the agenda are discussed. However, items requested to be discussed by at least one-tenth of members present must be placed on the agenda. At the end of the meeting, all minutes and documents are delivered to the Board of Directors.

ARTICLE 8.

Decisions at the General Assembly are adopted by a simple majority of those present. Proposals to amend the bylaws are adopted by a two-thirds majority. Each member has one vote at the General Assembly and must cast it in person.

Duties of the General Assembly:

A) Election of the Association bodies by secret ballot,

B) Amendment of the Association’s bylaws,

C) Discussion of the reports of the Board of Directors and the Supervisory Board; discharge of the Board of Directors,

D) Discussion and acceptance (as is or with amendments) of the draft budget prepared by the Board of Directors,

E) Authorizing the Board of Directors to purchase necessary immovable property for the Association or to sell existing immovable property,

F) Dissolution of the Association,

G) Decisions to join or leave a federation,

H) Opening and closing of representations and branches where deemed necessary in accordance with these bylaws,

I) Performance of other duties specified by legislation and these bylaws for the General Assembly.

BOARD OF DIRECTORS:

ARTICLE 9.

Board of Directors and candidacy:

1. The Board of Directors is the executive body of the Association. It is elected by the General Assembly by secret ballot as nine principal and nine alternate members. When a principal seat becomes vacant, the alternate member who received the highest number of votes is called to duty; if necessary, a new distribution of duties is made and the position of the new member is determined by the Board. The Board consists of a president, a vice-president, a general secretary, a treasurer and five members. Continuous service on the Board may not exceed three consecutive terms (6 years).

2. Candidacy: Applications for candidacy to the Board of Directors begin 30 days prior to the elective General Assembly and continue until 7 days before it. Members apply to the association presidency in writing.

ARTICLE 10.

The Board of Directors consists of nine principal and nine alternate members elected by the General Assembly for a term of two years. A member may not be elected to the Board more than three consecutive times. The person who served as Association President in the previous term participates in Board activities in the subsequent term but has no voting right.

ARTICLE 11.

At its first meeting, the Board elects from among its nine members a president, a vice-president, a general secretary and a treasurer. A member who has served one term as President cannot serve as President again. The President represents the legal personality of the Association.

ARTICLE 12.

The Board of Directors convenes upon the request of the President or at least three board members, under the chairmanship of the President or, in their absence, the Vice-President. Except for the Immediate Past President, members who fail to attend three consecutive meetings without notifying their excuse beforehand are deemed to have resigned. Alternates are called to duty in order of votes received. If the President leaves office, the Vice-President carries out this duty until the next General Assembly.

ARTICLE 13.

Duties of the Board of Directors:

• To implement the decisions of the General Assembly,

• To work on and undertake initiatives for the tasks stated in Article 2 to achieve the Association’s objectives, and, where necessary, to assign full members as individuals or in commissions to the same tasks,

• To prepare and implement the annual work program and budget,

• To prepare proposals to be submitted to the General Assembly,

• To keep the books specified by law and regulation. These books must be notarized or certified by the Associations Directorate.

• To approve and authorize expenditures; to review the report submitted by the Supervisory Board regarding general operations and the budget status,

• To arrange publications to be issued and research to be financially supported; to organize social services; to assign participants to domestic and international congresses and scientific meetings and to appoint speakers and researchers; to provide financial support where necessary; to designate national association representatives to take part in international relations (the term of national representatives is limited to the Board’s term; at most two terms may be assigned),

• To establish and maintain relations with public and private institutions and with natural and legal persons in pursuit of the Association’s objectives,

• To make changes between budget chapters for compelling reasons and to allocate any revenue exceeding estimates to necessary chapters,

• To increase the number of protective, therapeutic and educational facilities and enterprises that the Association will establish and open in line with its objectives; to make protocols; to manage; to form staff; to arrange appointments and dismissals and to implement them,

• To prepare and implement internal regulations for the Association’s sub-units and principles of cooperation with other organizations,

• To discuss applications for membership at the first board meeting and decide no later than the following meeting; to decide on expulsions,

• To propose to the General Assembly the opening of branches and representative offices,

• With the authority granted by the General Assembly, to purchase immovable property, to sell immovable property belonging to the Association, to have buildings and facilities constructed, to sign lease agreements, and to establish pledges, mortgages and in rem rights in favor of the Association,

• To perform other services required by legislation and these bylaws,

• Upon requests by public and private institutions, to form commissions or appoint experts to provide consultancy services for all kinds of materials used in surgeries and for professional practices,

• To select the venue and date of the National Arthroplasty Congress to be held nationwide at least once every two years. The President of the Association presides over the congress or, upon their proposal, the congress chair is elected by the Board. The Congress Organizing Committee consists of the Board of Directors. The Organizing Committee may form special working groups. The Congress is opened under the Honorary Presidency of the Association President or a member designated by the President.

• As the Board commenced duty following the first General Assembly required by law in January 2013, it shall continue until the General Assembly scheduled for April–May 2015 in accordance with the bylaws. This article is a temporary provision to be applied only once.

SUPERVISORY BOARD:

ARTICLE 14.

It consists of three principal and three alternate members elected by the General Assembly. The Supervisory Board audits the Association’s activities once a year and submits its report to the Board of Directors. At the end of the two-year activity term, it also presents to the General Assembly a report on the audit results.

REVENUES AND FINANCIAL PROVISIONS:

ARTICLE 15.

Revenues of the Association:

• Membership dues: The annual due is 100 (one hundred) TRY. The General Assembly is authorized to determine an entrance fee and to increase or decrease the annual due.

• Donations and contributions,

• Revenues obtained from the Association’s assets and from work and activities in line with its objectives and fields of service,

• Aid to be provided by domestic and international associations, organizations and state institutions,

• Revenues from balls, concerts or similar events,

• Revenues from private hospitals, clinics, polyclinics, schools, orthosis-prosthesis workshops, rehabilitation centers and related facilities,

• Revenues from immovable properties and works whose sale is entrusted or donated to the Association,

• Revenues from economic, commercial and industrial enterprises, partnerships and funds established to generate income for achieving objectives and services,

• Other revenues.

• Among these revenues, those that are not donations are recorded as income in the name of the Association’s incorporated economic enterprise, if established.

ARTICLE 16.

The amount of cash to be kept in the Association’s safe is determined by the Board of Directors considering needs. Treasury bills may be purchased upon proposal of the Board and decision of the General Assembly. Persons authorized to withdraw money from banks and other institutions and to make necessary payments are determined by the Board of Directors.

ARTICLE 17.

In all expenditures, the authorizing officer(s) are the members designated by the Board of Directors.

ARTICLE 18.

The Association may grant incentive, scientific and service awards to honor those who have served the field of Orthopedics and Traumatology or to encourage researchers. Rules regarding these awards are determined by special directives prepared by the Board of Directors. The frequency, form and amount of the awards are also determined by the Board.

ARTICLE 19.

Internal audits may be carried out by the General Assembly, the Board of Directors or the Supervisory Board, and audits may also be commissioned to independent audit firms. Conducting audits by the General Assembly, the Board or independent auditors does not remove the obligation of the Supervisory Board. The Supervisory Board conducts the Association’s audit at least once a year.

BORROWING PROCEDURES:

ARTICLE 20.

To realize its objectives and carry out its activities, the Association may, when needed, borrow with authorization obtained from the General Assembly. Such borrowing may be in the form of credit purchases of goods and services or in cash. However, borrowing cannot be in amounts that cannot be covered by the Association’s income sources or that would place the Association in financial difficulty. By resolution, the Board of Directors may carry out these operations through the Association’s accounting or through the accounting of its incorporated economic enterprise.

AMENDMENTS TO THE BYLAWS:

ARTICLE 21.

Amendments to the bylaws are made by decision of the General Assembly. To amend the bylaws at the General Assembly, a two-thirds majority of members entitled to attend and vote is required. If the meeting is postponed due to lack of quorum, a two-thirds majority is not sought at the second meeting; however, the number of members attending this meeting cannot be less than twice the total number of members of the Boards of Directors and Supervisors. The decision quorum required for amendment is two-thirds of the votes of the members attending the meeting. Voting on bylaw amendments at the General Assembly is open.

DISSOLUTION OF THE ASSOCIATION:

ARTICLE 22.

For the General Assembly to decide on dissolution, at least two-thirds of members entitled to attend must be present at the meeting as required by the bylaws. If this quorum is not achieved at the first meeting, the matter is discussed at the second meeting. However, the number of members attending the second meeting cannot be less than twice the total number of members of the Boards of Directors and Supervisors. Under this condition, a decision is reached by a two-thirds vote of members attending the meeting. The dissolution of the Association is notified in writing by the Board of Directors to the highest local civil authority within five days.

ARTICLE 23.

In the event of dissolution or closure of the Association, its assets and funds shall be transferred to the Turkish Society of Orthopedics and Traumatology (TOTBİD).