Pursuant to “The Regulation on the Amendment to the Regulation on Associations” (“Regulation”) published in the Official Gazette No. 31635 dated 21.10.2021, some important amendments have been brought to the Regulation on Associations especially on the provision of the possibility of holding general assembly and board of directors’ meetings electronically, the aids which is made abroad, the risk analysis and auditing.
I. From Now On, General Assembly and Board of Directors Meetings Is Able to Be Held Electronically
According to the Regulation, associations shall be able to hold their general assembly and board of directors’ meetings electronically.
Associations may hold general assemblies and board meetings electronically through electronic systems approved and deemed suitable by the Ministry’s General Directorate of Information Technologies.
The method which is preferred should be specified with the board of directors’ decision regarding the holding of the general assembly and announcement of the general assembly. The board of directors’ decision to be taken in electronic environment should be kept in electronic environment with date and number of rows separately from the board of directors’ decision book which is kept in physical environment. Likewise, all kinds of information, documents and records regarding the meetings held in the electronic environment should be kept by the association.
Members who will attend the general assembly or board meetings of the association to be held electronically log in to the system using a secure electronic signature or two-factor authentication system. The electronic systems to be used must have certain features, which enables establishing a council committee, voting, taking the floor, making a motion and all similar transactions in the meetings held in the physical environment, such as design, backup and archiving capacity in accordance with the legislation, having the necessary network and system security against unauthorized access and attacks.
In case of the meetings which is held in the physical environment are held in the violation of the legislation, the sanctions imposed shall also apply to meetings held in the electronic environment.
II.New Criterion Introduced for The Aids to Abroad
First of all, the Associations must notify the local authority on the aid to be made abroad before the aid is given. Furthermore, the money and aid sent by foreign associations, foreign foundations and non-profit organizations’ branches and representations to their headquarters and abroad, are subject to the same procedure.
These notifications should be shared with the Ministry of Foreign Affairs via the Associations Information System (DERBIS). However, in case of disaster or emergency, this notification can be made within thirty days from the date of the disaster or emergency. Regarding the aids made on different dates within the scope of a particular project, the notification on the aids can be made at one time.
It is regulated that the cash aids exceeding one hundred thousand Turkish Liras or ten thousand Euros or equivalent foreign currency to be sent abroad must be transmitted through banks and other financial institutions or the Postal and Telegraph Organization Corporation; However, the aids to countries where financial access is difficult can be made by declaring them to the customs administration with a cash report form according to the relevant legislation, without using financial institutions. In this case, if the money is sent abroad by declaring it at the customs, the relevant declaration must be notified to the local authority by the association within thirty days at the latest from the date of issue.
After the aid is realized, the notification of operating results is given to the local authority within ninety days.
III.The President of The Association Will Be Able To Grant DERBİS Entry Authorization To The Persons Responsible For The Administrative And Financial Transactions Of The Association With The Decision Of The Board Of Directors
The General Directorate may ensure that the user code and password generated from the system are sent to the temporary chairman of the association’s board of directors or the chairman of the association by short message or other electronic means.
The president of the association may authorize the persons responsible for the administrative and financial transactions of the association to access the Associations Information System (DERBIS). However, granting the authority does not exculpate the president of the association in this regard.
IV. Risk Analysis and Audit
The comprehensive provisions have been introduced force with the new legislation on the risk analysis and audits of associations. It is essential that audits shall be carried out in accordance with the risk analysis. Risk analysis should be carried out by the General Directorate of Civil Society Relations against associations within the scope of combating money-laundering and the financing of terrorism. The risk groups of the associations shall be determined as high, medium, and low. The criterion which is determined for risk analysis shall be reviewed and evaluated every year in line with the new information obtained. The audit programs shall be prepared for the associations partaking in high and medium risk groups and these associations shall be inspected by the Minister of Interior’s or the local authority’s public officials.
The inspection of associations in the low-risk group by the civil authorities is carried out if deemed necessary as a result of the requests from judicial and administrative authorities or other complaints or evaluations made on declarations, notifications and similar matters.
The inspection of associations in high, medium, and low risk groups shall be carried out by the Minister through the Ministry of Interior’s civil inspectors or inspectors of sociations.
It is essential that the public officials employed in civil administrations, primarily the public officials who are working in the civil society relations units, shall be assigned in the inspections made by the local authorities.
However, if deemed necessary by the local authority, public officials from other institutions and organizations may also be assigned to the audits of associations.
If you have any questions on the subject, we will be honored to assist you.
King Regards,
Çelikbaş Hukuk Bürosu
İstanbul, 2021.