Statute

STATUTE OF PARTICIPATION BANKS ASSOCIATION OF TÜRKİYE 

PART ONE

General Provisions, Duties and Authorities

Article 1 – Establishment
The Participation Banks Association of Türkiye is a professional organization with legal personality and the status of a public institution, established pursuant to the Banking Law. Its headquarters is located in Istanbul, and it may establish required domestic branches.

Article 2 – Definitions
In applying this Statute, the following terms shall mean:

• Association: The Participation Banks Association of Türkiye.

• Law: Banking Law No. 5411.

• Participation Bank: Banks established in Türkiye under the name “participation bank” under Banking Law No. 5411, and branches of such institutions abroad.

• Institution: Banking Regulation and Supervision Agency (BRSA).

• Board: Banking Regulation and Supervision Board.

• Fund: Savings Deposit Insurance Fund (SDIF).

Article 3 – Membership of the Association
All participation banks operating in Türkiye must become members of the Association within one month from the date they receive their operating license, comply with the provisions of this Statute, and implement decisions made by the competent organs of the Association.
Banks whose licenses are revoked, merged, or sold (along with all assets and liabilities) to another participation bank in Türkiye, or that undertake liquidation, shall have their membership removed.

Article 4 – Purpose, Powers and Duties of the Association
The objective of the Association is to defend the rights and interests of participation banks in line with banking regulations and the principles of free market economy and full competition, to promote growth and sound functioning of the banking system and the development of the banking profession, to increase competitiveness, to create a competitive environment and prevent unfair competition, and to take, ensure adoption of, implement, or demand necessary decisions.

To this end, the Association shall carry out the following duties:
a) Monitor banking legislation and communicate relevant regulations to member participation banks;
b) Determine ethical principles of the profession to ensure members operate with dignity and discipline in line with economic needs;
c) Establish professional principles and standards to be followed by members, subject to the Institution's approval;
d) Oversee implementation of decisions and measures adopted under applicable legislation or required by the Institution;
e) Take and enforce measures to prevent unfair competition among members;
f) Take decisions to strengthen professional solidarity among participation banks;
g) Facilitate cooperation and joint projects among participation banks in liaison with the Institution;
h) Determine rules and conditions for members’ announcements and advertisements, taking into account the Institution’s approval;
i) Represent participation banking domestically and internationally, promote the system, and engage in public awareness work;
j) Organize seminars, symposia, conferences and training programs in banking;
k) Determine procedures and principles for contracts, forms, and typified documents related to customer rights, subject to the Institution’s approval;
l) Establish an arbitration committee under approved procedures to resolve disputes between members and individual customers;
m) Provide consultancy to official bodies on participation banks and banking;
n) Monitor domestic and international developments in the economy, financial sector, and banking, and share information with members;
o) Conduct studies to promote national savings and make recommendations to authorities;
p) Collect non-confidential statistical data on participation banks and disclose to public;
r) Make advisory decisions on profit-sharing, commissions, fees, rates, and participation account ratios as recommendations to member banks;
s) File lawsuits or take initiatives on matters of common interest of members;
t) Undertake required measures in response to requests by the Institution;
u) Oversee implementation of decisions and measures taken by the Association, and impose sanctions on members failing to comply;
v) Perform other duties assigned by law or related legislation.

Article 5 – Representation of Participation Banks
Participation banks shall be represented in the Association by either the Chairperson of the Board, an executive member, the general manager or a deputy general manager. If any of these are unavailable, a deputy general manager may be authorized. The functions of Chairperson and Vice Chairperson of the Board within the Association are carried out by general managers selected by the Board.

PART TWO

Organs, Units, Duties and Authorities

Article 6 – Organs of the Association
The organs of the Association are the General Assembly, Board of Directors and Auditors. The General Assembly is the decision-making body, and the Board of Directors is the executive body. The Association also has a General Secretariat.

Article 7 – General Assembly and Its Duties
The General Assembly consists of representatives from member participation banks. It undertakes the following duties:
a) Review and approve reports and budgets related to the Association’s activity and accounts;
b) Elect Board members;
c) Elect Auditors;
d) Review proposals and suggestions submitted by members related to the Association’s objectives and tasks by end of March each year and decide on them;
e) Propose amendments to the Statute to the Institution if deemed necessary.

Article 8 – Meeting Procedure of General Assembly
The General Assembly holds ordinary and extraordinary meetings at the Association’s headquarters or another location decided by the Board. The ordinary meeting is held annually in May. The Board must determine the place, date, time, agenda, and if necessary, the details for a second meeting if a quorum is not reached. The first and second meetings must be at least one week apart.
The decision is communicated to members and the Institution via registered letter or courier at least fifteen days prior.
If elections are to be held, lists of participating banks and their representatives, selection board chairman, and other required documents must be handed to a judge designated by the Supreme Election Board at least fifteen days prior. The judge reviews and approves the lists, and appoints a ballot board chairman and two members plus their alternates.

Extraordinary meetings may be convened by the Board, one-quarter of members in writing, or auditors. Such meetings must also give at least fifteen days’ notice to members, the Institution, and in case of elections, the selection board chairman.
In extraordinary meetings, a judge appointed selection board establishes ballot board roles.

Article 9 – Quorum and Decision Making
The General Assembly’s quorum is more than half the number of member banks. If not achieved in the first meeting, the second meeting may proceed without quorum and make decisions. Only agenda items may be discussed, but proposals introduced by members present and supported by majority must be included. Decisions are made by majority. In case of tie, the presiding chairperson’s vote prevails.
Decisions made are valid for members absent at the meeting.

Article 10 – The Chairing of the General Assembly
The Board Chairperson, or in their absence the Vice Chairperson, chairs the General Assembly. One vice chairperson and two secretaries are also elected from among the members. Minutes and decisions are signed and preserved by these officers.
Voting rights, voting procedures, and announcement of decisions are regulated. One vote per member. Votes are open unless secret voting is required by decision or elections.
Decisions are communicated to members and the Institution via registered mail or courier.

Article 12 – Board of Directors – Composition and Meeting Procedures
The Board is composed of representatives from participating banks. Members are elected for two-year terms and may be re-elected. They serve without remuneration.
The Chairperson represents the Association and is responsible for implementing decisions of the General Assembly and Board. The Board elects its Chairperson and Vice Chairperson for two years. If Chairperson position becomes vacant, the Vice Chairperson assumes duties until next General Assembly.
Board meetings are convened as needed upon approval of the Chairperson or Vice Chairperson or by Secretariat. Members may request meeting in writing. Board must meet at least monthly.
Decisions require majority; in tie, the vote of the Chairperson wins.
Members cannot attend meetings deciding on matters concerning themselves.

Article 13 – Duties of the Board of Directors
The Board, as the executive organ, performs the following:
a) Carry out duties cited in this Statute;
b) Determine and authorize signatories;
c) Appoint the General Secretary and fix their salary;
d) Determine procedures for arbitration, dispute settlement between members and individuals, and define the committee that will handle them under Institution-approved rules;
e) Call the General Assembly (ordinary or extraordinary), and determine agenda, time, place;
f) Approve internal regulations;
g) Appoint staff and set wage policy;
h) Decide on acquisition, sale, or lease of property to meet Association goals;
i) Decide on disciplinary actions;
j) Organize the structure of the Association;
k) Determine periodic reporting requirements for members;
l) Prepare annual budget and activity reports and present them to the General Assembly;
m) Fulfill other legal duties.

Article 14 – Disciplinary Action
The Board requests a written defense from any member violating relevant laws, the Statute, or Association decisions. Decisions on disciplinary action are made after defense is considered. If defense is not submitted within one month of notice, forfeiture of the defense right is assumed.
The Board must conclude disciplinary matters within two months; one-month extension permitted. Affected members cannot attend related meetings.
Disciplinary sanctions may include written warning or, in conditions defined in Article 81 of the Law, administrative fine.
Sanctions are notified to the Institution and fines are forwarded for revenue recording to the Fund.

Article 15 – General Secretary: Appointment, Duties and Authority
The General Secretary is appointed by the Board. Candidates must hold at least a bachelor’s in law, economics, finance, banking, business administration, public administration (or equivalent), and in engineering fields must have postgraduate education, plus at least ten years of professional experience in banking or business.
The roles of the General Secretary include:
a) Ensuring dissemination of decisions of the General Assembly and Board to members and monitoring implementation;
b) Executing tasks assigned by the Board;
c) Preparing plans, structure, staffing, wage policy, budget, drafts of regulations, and reports for Board review;
d) Managing accounting, journals, records, correspondence, and all official tasks;
e) Representing the Association before official bodies, courts, and third parties on behalf of the Board;
f) Preparing opinions and information requested by law and relevant legislation for submission to the Board.

Article 16 – Auditors: Election, Duties and Authority
The General Assembly elects, for two years, two auditors who hold certified public accountant status under Law No. 3568. Auditors may be re-elected. Their remuneration is determined by the General Assembly.
If a vacancy occurs mid-term, replacement is made during next General Assembly. If two vacancies occur, special General Assembly is called.
Auditors examine the Association’s books and transactions and present findings in reports at the annual General Assembly.
They may attend Board meetings without voting and propose agenda topics.

PART THREE

Other Provisions

Article 17 – Financial Provisions
The Association’s fiscal year is a 12-month period beginning July 1.
Expenses in the approved budget are apportioned among members in proportion to voting rights determined under Article 11.
Members must deposit their share of expenses by end of June into an account at the Central Bank. Unpaid shares are collected by enforcement. Decisions of the Board regarding shares are considered official documents under Article 68 of the Enforcement and Bankruptcy Law.
If membership ends for any reason, prepaid shares are not refunded. For uncollected shares, the Board is authorized to collect from members under provisions.

Article 18 –Revenues of the Association
Sources include:
a) Expense contributions calculated proportionally by voting rights under Article 11;
b) Entry fees paid once by participation banks, amount determined by the Board;
c) Surpluses from prior years;
d) Donations;
e) Other income.

Article 19 – Record-keeping
The Association keeps a journal, general ledger, membership ledger, and other necessary records. Minutes, decisions, and outgoing correspondence are filed in signed, numbered, and dated order.

Article 20 – Audit
The Association’s accounts and records are audited by independent audit firms, and results are submitted to the Institution by end of March annually.

Article 21 – Repealed Provisions
The Statute of the Association of Special Finance Institutions, based on the Cabinet Decision No. 2001/3138 dated 04/10/2001, is repealed.

Provisional Article 1
Current Board Chairperson, members, and auditors remain in office until the first election at the first statutory General Assembly following enactment.

Entry into Force
Article 22 – This Statute enters into force upon its publication.

Enforcement
Article 23 – The provisions of this Statute are enforced by the Minister responsible for the Banking Regulation and Supervision Agency.