PART TWO

CHAMBERS OF CERTIFIED PUBLIC ACCOUNTANTS AND SWORN-INCERTIFIED PUBLIC ACCOUNTANTS

Chambers, Qualitative Characteristics and Limits of Activity

ARTICLE 14.Chambers of Certified Public Accountants and Sworn-in Certified Public  Accountants are established separately. Chambers of Certified Public Accountants and  Sworn-in Certified Public Accountants are professional organizations regarded as legal  entities with the qualities of public institutions, and are established for the objectives of  meeting the needs of the members of the profession, facilitating their professional activities,  providing the development of the profession in compliance with common benefits,  maintaining professional discipline and ethics, and providing the prevalence of honesty and  mutual confidence among the members of the profession and in their relations between the  entrepreneurs.  The term “chamber” used within the context of this Law implies the chambers of Certified  Public Accountants and Sworn-in Certified Public Accountants, to be established separate  from one another.  Chambers may not be involved in operations other than their establishment objectives.  Establishment of Chambers.

ARTICLE 15. A chamber is established in centers of provinces where at least 250 members of the profession are available and in towns where at least 250 members of the profession are available in the region (except the towns within the region of the metropolitan municipality). Separately established chambers of Certified Public Accountants and Sworn-in Certified Public Accountants are referred by the name of the provinces or the towns in which they are established. However, in order to establish a chamber in a town, at least 100 professional members should have written application. In provinces where sufficient number of performers of the profession are not available, and therefore relevant chambers are not established, the affiliation of the said region to the nearest chamber, or the decision as to whether or not a regional chamber would be established, is taken up by the Union. The Ministry of Finance is then notified on the relevant decision. The chambers acquire legal personality, upon informing the Ministry of Finance through the Board of Directors of the Union. The non-member performers of the profession may not deal in professional activities. Decisions concerning the termination of the duties of the responsible organs of the chambers who have activities other than their objectives and the election of new organs, are adopted by the local Court of First Instance following the demand of the Ministry of Finance the Local Prosecutor by following a simple judgment procedure and the law suit is concluded within three months. In case of the termination of the duties of the organs specified in the fifth paragraph by the court, a total of five members are assigned among the Board of Directors of the Chamber for the Chamber’s Board of Directors, and among the Board of Directors of the Union for the Union’s Board of Directors in order to assemble the organs to select the organs terminated thus, in compliance with the procedures specified in this Law. The election is concluded by the five persons assigned as such. During the period of assignment, the said five persons are considered to have the same authorizations and duties as the organs terminated and are held equally as responsible. The new organs to be elected in compliance with the provisions of this Paragraph complete this assignment periods of the previous organs. The assigned organs of the chambers are responsible for implementing the decisions regarding the operations of the organs of the Chamber, adopted by the Minister of Finance as the competent authority for certification in compliance with the provisions of this Law. The provisions regarding termination, specified in the aforementioned paragraphs are equally applicable to the organs of the chamber, should the said organs fail to implement the decision of the Ministry, the decision of the administrative court on the cessation of the execution, or the execution process; or should they refuse to implement the relevant decisions without a valid legal reason, or should they adopt a new decision which implies a persistence in adherence to the previous decision, or should they refuse to fulfill the procedures obligated by the Law, albeit the warning of the Ministry. The organs terminated thus are replaced by new organs in not later than one month. The newly elected organs complete the assignment periods of the previous organs. The penal responsibilities of the members of the organs which have been terminated are reserved. The dispositions of the organ, which have caused their termination, are null and void. However, in cases when a delay in any such action is considered as a drawback in the circumstances as national security, public order, avoidance of commit a crime or continuance of a crime, the activities of the chamber can be dismissed by the governors of provinces. The decision concerning dismissal should be submitted to the judge in charge within twenty-four hours. The Judge should announce his/her decision within forty-eight hours otherwise this administrative decision abolished automatically. Provisions regarding dismissal and termination of duties are not applied to the General Assembly of the chamber. Income of the Chamber

ARTICLE 16. Incomes of the Chambers are listed below.

a. Entrance fee to the Chamber

b. Annual membership fees

c. Donations and gifts

d. Fees of professional education courses and practical experience fee and other variousincomes.Professional members employed in governmental institutions and those who are not in

practice in actual terms may pay their entrance fee to chamber and annual membership fee ata discount rate of %50.Organs of the Chambers

ARTICLE 17. Organs of the Chamber are as follows

a. General Assembly

b. Board of Directors

c. Disciplinary Board

d. Supervisory board

Formation of the Chamber’s General Assembly

ARTICLE 18. General Assembly is the highest organ of the chamber and is formed by the participation of all the members of the profession registered to the Chamber. Duties of the Chamber’s General Assembly

ARTICLE 19. Duties of the General Assembly are disclosed below:

a. To adopt the necessary resolutions and measures for the fulfillment of the objectives of the chambers.

b. To elect the members of the Board of Directors, Disciplinary Board and the Supervisory board and the representatives of the Union,

c. To provide the necessary authorization to the Board of Directors for the purchase of the necessary immovable, and the sale of present immovable.

d. To review the proposals to be made to the Board of Directors and to adopt resolution concerning the said proposals.

e. To make proposal to the Union on the adoption of professional decisions which would have a bounding effect among the the members of the profession.

f. To approve the annual budget and the final accounts.

g. To discharge the Board of Directors, to decide upon disciplinary investigations on the responsible persons when deemed necessary.

h. To determinate entrance fees for the prospective members of the Chamber and annual fees for the registered members, and the days on which such charges

become due.

i. To review and accept the report of the Board of Directors.

j. To review and resolve other issues included within the duties of the Chamber, upon the agenda, or upon the request of the members.

k. To perform other duties required by Law. Chamber’s General Assembly Meeting

ARTICLE 20. General Assembly meets every three years during the month of May upon the call of the Chairman to discuss the budget and other issues included within the agenda and to make the necessary elections. Chairman of the Board of Directors of the Chamber, Board of Directors and the Supervisory board may call the General Assembly for a meeting when deemed as necessary. Chairman of the Chamber’s Board of Directors is required to call the General Assembly for a meeting within fifteen days, with a written request specifying the issues to be discussed by one fifth of the members registered to the Chamber. Registered members of the Chamber are called to the assembly in writing. The letter of invitation is mailed at least 15 days prior to the date of the assembly, as registered letter, delivered to the member through hand. The invitation letter would specify the place, date, time and the agenda of the assembly. Should the required majority not be present at the first meeting, the date, time, place and agenda of the second meeting is also specified in this letter of invitation. Meeting of the General Assembly is realized upon the attainment of absolute majority among the members of the Chamber. Should the necessary majority not be achieved during the first meeting, the second meeting to be held would carry no requisites regarding the attainments of a majority. However, the number of members attending the assembly may not be below twice the amount of the principal members of the Board of Directors, Disciplinary Board, and Supervisory board. Both in cases of the ordinary and the extraordinary assemblies, the first process to be is the election of a chairman to the assembly, and a Board of Presidency, consisting of deputy chairman and two secretaries. The elections are held separately upon voting m, unless otherwise indicated by the General Assembly and those who obtain the majority of are elected. Decisions adopted during the assemblies are based upon absolute majority to be achieved among the attendant members of the assembly. Chairman of the Chamber and members of the Board of Directors and Board of Supervision may not be elected to the board of presidency. Formation of the Chamber’s Board of Directors

ARTICLE 21. Board of Directors consists of five principal and five reserve members in chambers having less than a thousand member, seven principal and seven reserve members in chambers having between a thousand and five thousand members and 9 principal and 9 reserve members in chambers having more than five thousand members to be elected among the members of the General Assembly, by the members of the Board for three years. Board of Directors selects a chairman, a deputy chairman, and accounting and a secretary among its members through secret voting. The legal representative of the Chamber is the Chairman of the Board of Directors. Should a vacancy occur among the principal members of the Board of Directors, respective reserve members receiving the highest votes are charged to replace the said vacancy. The newly elected member is then called to the first meeting. Should the Board of Directors collectively resign from their posts, or should the number of principal members decline below half with no reserve members available, General Assembly of the Chamber is called to meeting by the supervisors of the Chamber or the Ministry of Finance and new elections are held to complete the assignment periods of the boards. Competence for being elected

ARTICLE 22. Members of the Board of Directors are elected among the at least three years registered members of the Chamber, who carry professional activity in actual term according to the provisions of this Law as in practice or in business. Three years requirement is not applied in chambers having less than hundred members. Members elected as chairman of the Board of Directors two times at two consecutive election periods, cannot be elected as members of the Board of Directors unless two election periods passed. Duties of members of the Board of Directors terminate, once they lose their competence for being elected. Duties of the Chamber’s Board of Directors

ARTICLE 23. Duties of the Board of Directors

a. To prepare the budget proposal of the Chamber and to submit this proposal to the approval of the General Assembly.

b. To report the General Assembly on its operations and to implement the resolutions of the General Assembly.

c. To authorize the Chairman of The Board of Directors or a member of the same board, for the purchase or sale of movable and immovable property, to mortgage and to establish and release rights on such property.

d. To perform other duties attributed by laws. Meetings

ARTICLE 24. The Board of Directors normally meets once a month or, it may be called for a meeting by the Chairman of the Board of Directors directly, or upon a written request to be submitted by at least two members which include the subject matter of the meeting. Board of Directors meets when absolute majority is established. The adoption of the resolutions also requires the accomplishment of absolute majority. Should equal amount of votes be received by all sides, the side among which the vote of the Chairman of the Board is included, becomes the dominant side. Chairman of the Chamber’s Board of Directors and members of the Board of Directors do not participate in the discussion of issued related their main operations. Minutes of the meetings, regarding the resolutions adopted by the Board of Directors is signed by the Chairman and the members. Members of the Board of Directors are called to the meeting by a letter. Any member failing to attend three consecutive meeting without a valid excuse are considered to have resigned, upon the decision of the Board of Directors. Objection regarding the said resolution may be raised to the Union within fifteen days as of the date of publication of this notification. Disciplinary Board of the Chamber

ARTICLE 25. Disciplinary Board of the Chamber consists of three members in chambers having up to 50 members, and five members in chambers having more than 50 members. Furthermore one reserve member is elected in chambers that have 3 of Disciplinary Board members and three reserve members are elected in chambers that have 5 members in Disciplinary Board. Members of the Disciplinary Board are elected for three years among the at least three years registered members of the Chamber, who carry professional activity in actual term according to the provisions of this Law as in practice or in business. Three years requirement is not applied in chambers having less than hundred members. Members whose assignment periods terminate may be reelected. Members elect a chairman among themselves. Should the members resign from their posts, reserve members are elected to replace them. Disciplinary Board convenes upon the presence of at least three members. Decisions are adopted upon the achievement of absolute majority. Should equal votes be received, the side among which the vote of the Chairman of the Board is included becomes the dominant side. In the absence of the Chairman, the most experienced member of the profession presides over the Board. Objection may be raised against the decisions of the Chamber’s Disciplinary Board within thirty days as of the date of notification. Duties of the Chamber’s Disciplinary Board

ARTICLE 26. Duties of the Disciplinary Board consist of undertaking disciplinary investigations upon the relevant decision of the Board of Directors of the Chamber, to adopt and implement the decisions and penalties related to the discipline and to execute other authorizations attributed by the Law. Chamber’s Supervisory board

ARTICLE 27. Members of the Supervisory Board consists of three members to be elected for three years among the at least three years registered members of the Chamber, who carry professional activity in actual term according to the provisions of this Law as in practice or in business. A reserve member is also elected. Three years requirement is not applied in chambers having less than hundred members. Members of the Supervisory board elect a chairman among themselves in their first assembly. Supervisory board is responsible from supervising the transactions and accounts of the Chamber and from the preparation and the presentation of a relevant report to the General Assembly.