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Constitution

MATERNAL FETAL MEDICINE AND PERINATALOGY SOCIETY OF TURKEY – STATUTE/ REGULATIONS

ARTICLE 1: The name of the society is Maternal-Fetal Medicine and Perinatology Society of Turkey. Its headquarters is in Ankara. It has no branch.

AIM AND MODES OF OPERATION OF THE SOCIETY

ARTICLE 2: The objectives of the society are as follows.

a) To meet the common professional, academic, social, economic, cultural and recreational needs of its members.

b) To help the development of Maternal-Fetal Medicine and Perinatology Science Department, to establish its formal place in the academic structure and to be better known by the society.

c) In the fields within the scope of "Maternal-Fetal Medicine and Perinatology" discipline; To carry out infrastructure, education-teaching, academic and social activities in order to provide better service to patients.

To achieve this goal, the Society will work to establish working groups such as "Perinatal-Neonatal Medicine and High Risk Pregnancies", "Fetal Medicine; Prenatal Diagnostics", "Obstetric and Fetal Imaging" and "Maternal-Fetal Medicine and Law / Ethics". The Society also operates to support and direct the professional, academic, social, legal problems and cultural needs of its members, identify the causes of lack of communication and coordination problems among gynecologists and obstetricians and those working in the field of "Maternal-Fetal Medicine and Perinatology" as well as other related disciplines [Pediatrics (neonatology, genetics, hematology, metabolism, neurology, immunology, hepatology, gastroenterology, cardiology, chest diseases and other); Embryology, Medical Biology, Public Health, Radiology and the like], increase the professional, academic and social life level and productivity of employees in the field of “Maternal-Fetal Medicine and Perinatology” by organizing and holding conferences, seminars, panels, symposium, congress, etc. meetings and publications in this field, reinforce the spirit of friendship among its members, develop cooperation and solidarity opportunities between all public and private institutions such as universities, research centers, societies and chambers working jointly in the field of "Maternal-Fetal Medicine and Perinatology", and above all, seek solutions to the health problems of the pregnant mother and the fetus in their wombs, and minimize "Perinatal Morbidity and Mortality" throughout our society.

Educational activities on the subject are within the aims of the society. The goal is to deliver healthy babies by taking maternal health into consideration.

FOUNDERS OF THE SOCIETY

ARTICLE 3: The founding members of the society are:

İskender BAŞER, M. Sinan BEKSAÇ, Candan CENGİZ, Lügen CENGİZ, Namık DEMİR, Oktay KADAYIFÇI, Gülay KURTAY, Vildan OCAK, Akgün YILDIZ, Atıl YÜKSEL

BECOMING A MEMBER OF THE SOCIETY, QUITTING MEMBERSHIP AND EXPULSION

ARTICLE 4: Perinatology Minor Specialists and gynecology and obstetrics faculty members of all universities and training hospitals working in the fields related to "Maternal-Fetal Medicine and Perinatology" are accepted as full members to the Society with the decision of the board of directors in accordance with the provisions of the Law of Societies. Apart from this, other medical professionals who have a Minor Specialist training in Perinatology and who are interested in Maternal-Fetal Medicine and Perinatology, and want to contribute to and benefit from these studies, can become honorary members with the decision of the board of directors. Honorary members who have completed the Minor Specialization training and become Perinatology experts automatically transfer to full membership. Honorary members do not have the right to elect and be elected, and they do not have the obligation to pay dues to the Society. Those who work and act contrary to the aims of the society, who lose the right to become a member of societies, and those who act against the Societies Statute, are removed from membership with the approval of the Honorary Board and the Board of Directors, as specified in the Societies Law. Each member has the right to resign. Nobody can be forced to stay.

Non-Turkey citizen perinatal specialists, obstetricians, geneticists, radiologists, embryology experts, pediatricians, and physicians affiliated with perinatology can be accepted to honorary membership with the Board's decision. These members can participate in the activities of the society as members of the "International Relations Group", but cannot vote in the general assembly.

AGENCIES OF THE SOCIETY

ARTICLE 5: The agencies of the Society are a) General Assembly, b) Board of Directors, c) Supervisory Board and d) Honorary Board.

GENERAL ASSEMBLY

ARTICLE 6: The General Assembly is the most authorized body of the Society. It consists of all members.

ARTICLE 7: The General Assembly normally convenes every two years in October. The General Assembly convenes extraordinarily when deemed necessary by the Board of Directors or the Supervisory Board or upon the written request of one fifth of the society members. The General Assembly is invited to the meeting by the Board of Directors.

ARTICLE 8: For the General Assembly meetings, the Board of Directors arranges the list of members who have the right to attend the General Assembly and who have paid their dues in accordance with the Society's Statute. Members who have the right to attend the General Assembly are invited to convene and attend the meeting at least fifteen days before the meeting being notified in writing about the day, time, place and agenda as announced in at least one newspaper or on the website of the society, or as a message sent to the e-mail address or contact number of the member, or by using local media. If the meeting cannot be held due to the lack of majority attending, the day, time and place of the second meeting are also specified in this call or invitation. The period between the first meeting and the second meeting cannot be less than seven days and more than sixty days. If the meeting is postponed for any reason other than the lack of majority, this situation is announced to the members in accordance with the procedure of the first meeting, stating the reasons for adjournment. The second meeting must be held within six months at the latest from the postponement date. The members are again invited to the second meeting according to the principles stated in the first paragraph. The General Assembly meeting cannot be postponed more than once.

ARTICLE 9: General Assembly meetings are held at the location of the Society Headquarters.

ARTICLE 10: The General Assembly convenes with the participation of one more than half of the members entitled to participate in the General Assembly according to the Society's Statute. If a sufficient number is not provided in the first meeting, the majority in the second meeting is not sought. However, in this case, the number of participating members cannot be less than twice the total number of members of the Board of Directors and Supervisory Boards.

ARTICLE 11: Members attending the General Assembly enter the meeting place by signing against their names on the list prepared by the Board of Directors. If the quorum specified in Article 10 is met, the situation is taken down as a statement, and the meeting is opened by the Chairman of the Board of Directors or a member of the Board of Directors to be appointed. After the opening, a Chairman of the General Assembly to lead the meeting and sufficient number of vice presidents and clerk are selected. The administration of the meeting is under the responsibility of the Chairman of the General Assembly. Clerks prepare and state down the General Assembly meeting minutes and sign them together with the chairman. Each member has one voting right at the General Assembly and the member has to vote in person.

ARTICLE 12: The General Assembly dominates the agenda. Only the items on the agenda are discussed at the General Assembly meeting. However, it is compulsory to include the issues requested to be discussed by at least one tenth of the members present at the meeting. At the end of the meeting, all minutes and documents are given to the Board of Directors.

DUTIES AND POWERS OF THE GENERAL ASSEMBLY

ARTICLE 13: The following issues are discussed and resolved by the General Assembly:

a) Election of society agencies

b) Changing the society Statute

c) Discussion of the reports of the Board of Directors and Supervisory Boards and acquittal of the Board of Directors

d) Discussing and accepting the budget prepared by the Board of Directors as it is or after amendment

e) Making attempts for the society to engage in international activities, join or leave societies or organizations abroad.

f) Dissolution of the society

g) Fulfilling other duties stated to be performed by the General Assembly in the relevant legislation and the Subject Statute

h) Authorization of the board of directors to purchase the immovable properties required for the society or to sell existing immovable properties

Decisions at the General Assembly are taken with the absolute majority of those present, except for the matters otherwise specified in this bylaw.

BOARD OF DIRECTORS

ARTICLE 14: The Board of Directors consists of nine members elected by the General Assembly by secret ballot for 2 years. One working period of the society is 2 years. Members of the General Assembly cast their votes by writing the names of at most eighteen people who are nominated or nominated for the Board of Directors. As a result of voting, nine people with the highest number of votes are elected as full members and nine following them as alternate members. If there is a vacancy in the full memberships, it is obligatory to call the alternate members for duty according to the order of their votes.

ARTICLE 15: The Board of Directors is the most authoritative executive body with the duty and authority to carry out all kinds of work arising from the laws, statutes and directives to be prepared. The Board of Directors represents the Society or gives representation authority to its President or vice president or one or more of its members on this matter; elects a President, a Vice President, a Clerk and a Treasurer from among its members as specified in the relevant articles. It may establish other bodies in accordance with the relevant article of the Societies Law.

As examples are given in Article 2 of the Maternal-Fetal Medicine and Perinatology Society, the Society will be able to form different working groups. Each working group will have an executive body of 7 people. Working groups work with the approval of the board of directors and are responsible to the board of directors. They can act to assist the board in scientific activities. Working periods are limited to the working period of that board of directors. "Academic Scoring" to be determined by the board of directors is taken into consideration while creating executive bodies of working groups. Members of the "Executive Body" may operate in successive working periods. If there are more than 7 candidates for the executive body, "Academy Scoring” will be taken into consideration. Working groups are academic organs and their formation is based on universal academic truths. Board members are natural members of the "executive bodies" of all working groups.

The duties of the Board of Directors are as follows:

a) Conducting transactions regarding the income and expense accounts of the Society and preparing the budget for the next election period and submitting it to the approval of the General Assembly

b) To prepare the working reports to be submitted to the General Assembly and to fulfill the provisions of the laws, regulations and General Assembly resolutions

c) To carry out all kinds of activities on behalf of the Society for the purposes specified in Article 2.

ARTICLE 16: The Board of Directors convenes in accordance with the law on societies. The Chairman, the Vice Chairman in his/her absence, and the clerk, in their absence, may call the Board of Directors for an extraordinary meeting. In addition, the Board of Directors is called for an extraordinary meeting upon the written request of five members. The President, or The Vice President when he/she is absent, prepares the agenda for the meeting. However, matters requested by two members in writing are also added onto the agenda. The meetings can be held with the participation of more than half of the members. Decisions are taken by absolute majority vote. If one or all of the members of the Board of Directors resign for any reason, the alternate members become full members in order of votes. Members who do not attend three consecutive meetings without any excuse lose their Board membership.

ARTICLE 17: If the number of members of the Board of Directors falls below half of the total number of members, after the addition of alternates due to vacancies, the General Assembly is called for an extraordinary meeting within one month by the current Board of Directors members or the Supervisory Board. If the call is not made, upon the application of one of the members of the Society, the local Magistrate Judge assigns three people to be selected from among the Society members to convene the General Assembly within a month.

PRESIDENT

ARTICLE 18: The Chairman is elected by a majority of at least two-thirds at the first meeting of the Board of Directors from among the members of the Board of Directors for a period of 2 years. If two-thirds majority cannot be achieved in the first round, the absolute majority is sufficient in the following rounds.

The President represents the Society on behalf of the Board of Directors. When necessary, they can make a statement on behalf of the Society, and uses the powers given by the Statute and the Board of Directors. The President presides over the Board of Directors and is the chairman and superior of all agencies and offices of the Society, except for the Supervisory and Honorary Boards.

In case the Presidency is vacated, this task will be carried out by the Vice President until the Board of Directors elects a new president. The president is elected for a term of employment for 2 years. A person cannot be elected as president twice in a row. In order for the same person to be re-elected, at least one working period must be entered in between.

VICE PRESIDENT

ARTICLE 19: The Vice President presides over the meetings of the Board of Directors in cases where the President assigns him/her as proxy and fulfills the powers and duties of the President. The Vice President is responsible to the President in the implementation of the decisions of the Board of Directors.

The Vice President is elected for one term of employment by the absolute majority of the total number of the Board of Directors. The same person can be re-elected as vice-president for a maximum of two consecutive working terms. In order to be re-elected, at least one working period must be entered in between.

CLERK

ARTICLE 20: The clerk is superior to the working units affiliated to the Society Center. The clerk carries out all kinds of correspondence of the Society and carries out other tasks assigned by the Board of Directors according to the Statute, General Assembly and Board of Directors resolutions.

The clerk is elected for a period of 2 years with the absolute majority of the full number of the Board of Directors. A person may be elected as the clerk for consecutive working periods. The clerk is preferably chosen from the location where the society headquarters is located.

TREASURER

ARTICLE 21: The Treasurer is responsible for the financial affairs of the Society. For this purpose,

a) It ensures that the membership fees of the society are collected on time and in full. It takes the necessary steps to collect the due receivables. It ensures that legally compulsory books and records are kept regularly.

b) It ensures that all expenses to be made on behalf of the Society are in accordance with the Society Statute, General Assembly and Board of Directors resolutions, regulations, budget and staff charts.

c) In compulsory cases, it can make expenses from the revolving advance determined by the Board of Directors, provided that the necessary transactions are completed within one week.

d) Performs other duties assigned by the Board of Directors.

The Treasurer is elected by the absolute majority of the total number of the Board of Directors for only one working term. In order to be re-elected, at least one term must be entered in between the terms served.

RESIGNATION

ARTICLE 22: Upon the written distrust suggestions of at least three members of the Board of Directors about the President, Vice President, Clerk or Treasurer, a meeting is opened and a vote of confidence is held about the said officer at the Board of Directors meeting. In this voting, if the absolute majority of the total number of members of the Board of Directors declares distrust, the said officer is deemed to have withdrawn from this duty. At the same meeting, a new election is made for this task.

SUPERVISORY BOARD

ARTICLE 23: The Supervisory Board consists of three full and three alternate members to be elected by the General Assembly from among the members of the Society for one working term, similar to the election of the Board of Directors.

The Supervisory Board selects a chairman among itself. It meets at intervals not exceeding six months upon the call of the president. It also audits the matters deemed necessary by the Board of Directors.

The Supervisory Board has the authority and responsibility to examine whether all the activities of the Society are in accordance with the statutes, the resolutions of the General Assembly and the Board of Directors and to make the necessary warnings. For this purpose, it will prepare a report of the results of the inspection. It asks the Board of Directors to correct any deficiencies or malfunctions detected in this report. The Supervisory Board runs audits at least twice a year.

HONORARY BOARD

ARTICLE 24: The Honorary Board consists of three full and three alternate members to be elected by the General Assembly from among the members of the society for one working term, similar to the election of the Board of Directors.

The Honorary Board is obliged to prepare proposals by investigating the behaviors of the Society members that require reward or punishment.

Members who detect behaviors requiring a reward or punishment apply to the Board of Directors in writing. The Board of Directors asks such applications to be examined by the Honorary Board without delay. The Board of Directors may also request examination and evaluation. The Honorary Board conducts the necessary examinations as soon as possible and conveys the result to the Board of Directors with a report.

If the examination and evaluation result requires "dismissal from membership", the issue is discussed at the first General Assembly meeting and a final decision is made. If a defect is detected in the report to be prepared that does not require dismissal from membership, the relevant member may also be asked to be warned. Members of the Honorary Board are natural members of the "Maternal-Fetal Medicine and Law / Ethics" working group.

The Honorary Board itself can examine and evaluate within the framework of the Statute, without an application received.

BOOKS AND RECORDS

ARTICLE 25: Societies keep the following books.

a) The books to be kept on the basis of the business account and the principles to be followed are as follows:

1-Official Minutes Book: The decisions of the Board of Directors are written in this book in order of date and number, and the decisions are signed by the members attending six meetings.

2-Member Registration Book: Identity information of the members of the society, their entry and exit dates are recorded in this book. Entrance and annual dues paid by the members can be recorded in this book.

3-Document Registry Book: Incoming and outgoing documents are recorded in this book with their date and sequence number. The original copies of incoming documents and copies f outgoing documents are filed. Documents sent or received by electronic mail are printed out and stored in this book.

4-Fixture Book: The date and form of acquisition of the fixtures belonging to the society, the places where they are used or given out, and the deduction of those who have expired are recorded in this book.

5-Business Account Book: Incomes and expenses made on behalf of the society are clearly and regularly recorded in this book.

6-Receipt Document Registry Book: The serial and sequence numbers of the receipt documents are recorded in this book, along with the names, surnames and signatures of those who received and returned these documents, and the dates they received and returned.

It is not compulsory to keep the Receipt Document Registry Book and the Fixture Book.

b) The books to be kept on the basis of the balance sheet and the principles to be followed are as follows:

1- The books registered in sub-paragraphs 1, 2 and 3 of item (a) are kept too by the societies that keep books on the basis of balance sheet.

2-Journal, Ledger and Inventory Book: The way these books are kept and the way the registrations are made should be in accordance with the Tax Procedure Law and the Accounting System Application General Communiqués issued pursuant to the authority granted by this law to the Ministry of Finance.

c) Certification of the books: Before starting to use the books that are mandatory to be kept in the society, they are certified by the Provincial Directorate of Civil Society Relations or by a notary. The use of these books is continued until their pages are finished and intermediate approval is not made. However, the Journal to be kept on a balance sheet basis must be re-certified every year in the last month preceding the year in which it will be used.

d) Income statement and balance sheet arrangement: Income Statement and Balance Sheet Arrangement: In case of keeping records on the basis of business account principle, "Operating Account Table" is prepared at the end of the year (December 31) (as stated in the Societies Regulation Appendix-16). In case of keeping books on the basis of balance sheet, balance sheet and income statement is prepared at the end of the year (31 December) based on the General Communiqués on Accounting System Application issued by the Ministry of Finance.

e) Registration Procedure: The books and records of the Society are kept in accordance with the procedure and principles specified in the Societies Regulation.

REVENUES AND GOODS

ARTICLE 26: The membership fee and annual membership fee are determined by the Board of Directors. Other incomes of the society consist of income revenues from activities including broadcasting, lottery, ball, entertainment, touristic trip, performance, concert, conference, congress etc., income from interest on deposits at banks, income from the assets of the society and donations. The society can acquire movable and immovable properties in order to achieve its purpose and to continue its work. The board of directors of the society can only borrow with the decision of the General Assembly.

AMENDMENT OF THE SOCIETY'S STATUTE AND TERMINATION OF THE SOCIETY

ARTICLE 27: The statute can be changed by the General Assembly. In order to start the negotiations, 2/3 majority of the members who are entitled to attend the general assembly must be present at the meeting. If the majority cannot be achieved in the first meeting, the members are invited to 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 boards. The decision to change the statutes is taken with the 2/3 majority of the members attending the meeting.

ARTICLE 28: The General Assembly decides on the dissolution of the society. At the first meeting where the termination issue is put on the agenda, at least two-thirds of the members who have the right to participate in the General Assembly are obliged to attend the meeting. If the majority cannot be achieved in this way, a cal is made for holding a second meeting. The number of members attending the second meeting cannot be less than twice the Board of Directors and Supervisory Board. Decisions on termination are taken with the two-thirds majority of the members present. Deciding to dissolve the Society, the Board elects a Board of three people for the liquidation of the Society's assets. This board determines the Society's property, receivables and debts, takes its receivables and pays its debts. The General Assembly, which makes decisions to dissolve, transfers the remaining assets of the Society to a University in the place where the society is located.

ARTICLE 29: The relevant provisions of the current Societies Law and the Civil Code are applied for the matters not specified in this statute.

ARTICLE 29A: The Society may engage in activities that require debt with the decision of the General Assembly. The General Assembly can assign this authority to the Board of Directors.

INTERNAL AUDIT

ARTICLE 30: Internal audit of the society is carried out by the Society's Supervisory Board.

OPERATIVE EFFECT

ARTICLE 31: This statute of the Society is implemented by the Board of Directors.

ARTICLE 32: Until the society agencies are formed, the temporary Board of Directors consists of the following founding members:

M. Sinan BEKSAÇ, Candan CENGİZ, Lügen CENGİZ, Namık DEMİR, Oktay KADAYIFÇI, Gülay KURTAY, Vildan OCAK, Akgün YILDIZ, Atıl YÜKSEL