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WAAS - World Association of Azerbaijani Scientists

Charter

NAME AND HEADQUARTERS OF THE ASSOCIATION

Article 1

The name of the Association is "WORLD ASSOCIATION OF AZERBAIJANI SCIENTISTS". The headquarters of the Association is located in ISTANBUL. The Association may open branches both abroad and within the country.

PURPOSE OF THE ASSOCIATION AND THE SUBJECTS AND FORMS OF WORK TO BE UNDERTAKEN TO ACHIEVE THIS PURPOSE, TOGETHER WITH THE FIELDS OF ACTIVITY

Article 2

The WORLD ASSOCIATION OF AZERBAIJANI SCIENTISTS was established with the aim of supporting Azerbaijan in the preparation and implementation of strategic plans related to science and technology, energy, education, healthcare, social sciences, and culture, bringing together Azerbaijani intellectuals living in different countries.

SUBJECTS AND FORMS OF WORK TO BE CARRIED OUT BY THE ASSOCIATION

  1. Conduct research to sustain and develop its activities.
  2. Organize training and educational programs such as courses, seminars, conferences, and panels.
  3. Provide necessary information, documents, and publications required to fulfill the purpose, establish an archive, and publish newspapers, journals, books, and bulletins aligned with its mission.
  4. Create a healthy working environment and supply all kinds of technical tools, equipment, and office materials necessary to achieve its goals.
  5. Engage in charitable activities and accept donations domestically and internationally, provided the necessary permissions are obtained.
  6. Establish and operate economic, commercial, and industrial enterprises to generate the income required to achieve the constitutional goals.
  7. Open clubs and establish social and cultural facilities to ensure members benefit and make effective use of their free time.
  8. Strengthen human relations among members by organizing dinners, concerts, balls, theatre performances, exhibitions, trips, and other social events, or enable members to benefit from such activities.
  9. Acquire, sell, lease, rent out, or establish collateral rights over movable and immovable property required for the activities of the Association.
  10. When deemed necessary, establish foundations, federations, or join existing federations, and create facilities that associations may establish, provided the necessary permissions are obtained.
  11. Conduct international activities, become a member of associations or organizations abroad, and cooperate or provide mutual assistance with such institutions.
  12. Implement joint projects with public institutions and organizations in matters related to their fields of duty, without prejudice to the provisions of the Law on Relations of Associations and Foundations with Public Institutions.
  13. Establish funds to meet urgent needs such as food and clothing for members, and to cover short-term credit needs with other goods and services.
  14. Open branches and representative offices wherever necessary.
  15. Form platforms with other associations, foundations, or similar non-governmental organizations in areas related to the purpose of the Association and not prohibited by law.
  16. Engage in any activity necessary to achieve the purpose, provided it is not prohibited by law.

FIELDS OF ACTIVITY OF THE ASSOCIATION

As an association that unites Azerbaijani intellectuals living in different countries, the Association operates both domestically and abroad with the aim of supporting Azerbaijan in the preparation and implementation of strategic plans related to science and technology, energy, education, healthcare, social sciences, and culture.

RIGHT TO MEMBERSHIP AND MEMBERSHIP PROCEDURES

Article 3

Any natural or legal person who has legal capacity, accepts the aims and principles of the Association, agrees to work in this direction, and meets the conditions prescribed by law has the right to become a member of the Association.

Membership applications submitted in writing to the chairperson of the Association are decided upon by the Board of Directors within thirty days at most, either accepting the membership or rejecting the request, and the result is communicated to the applicant in writing. Accepted members are recorded in the register kept for this purpose.

The principal members of the Association are the founders and those who are accepted into membership by the Board of Directors upon application.

Those who provide significant material or moral support to the Association may be admitted as honorary members by decision of the Board of Directors.

When the number of branches of the Association exceeds three, the registration of members located at the headquarters is transferred to the branches. New membership applications are submitted to the branches. Decisions on admission to and dismissal from membership are made by the branch Board of Directors, and the Headquarters is informed in writing within thirty days at most.

RESIGNATION FROM MEMBERSHIP

Article 4

Each member has the right to leave the Association by submitting a written notice. Membership ends once the resignation petition reaches the Board of Directors. Resigning from membership does not terminate the member's existing financial obligations to the Association.

EXCLUSION FROM MEMBERSHIP

Article 5

The following constitute grounds for dismissal from the Association:

  1. Acting contrary to the bylaws of the Association.
  2. Persistently avoiding assigned duties.
  3. Failing to pay membership fees for six months despite written warnings.
  4. Not complying with decisions adopted by the organs of the Association.
  5. Losing the qualifications required for membership.

When any of the above situations is identified, the member may be dismissed from the Association by decision of the Board of Directors. Those who resign or are dismissed are removed from the membership register and cannot claim rights over the assets of the Association.

ORGANS OF THE ASSOCIATION

Article 6

The organs of the Association are as follows:

  1. General Assembly
  2. Board of Directors
  3. Supervisory Board

FORMATION OF THE GENERAL ASSEMBLY, TIME OF MEETING, METHOD OF CALLING AND CONDUCT OF MEETINGS

Article 7

The General Assembly is the supreme decision-making body of the Association and consists of members registered with the Association. When a branch of the Association is opened, the General Assembly consists of the members registered at the headquarters and up to three representatives from each branch. When the number of branches exceeds three, members registered at the headquarters are transferred to the branches and the General Assembly consists of delegates elected at the branch assemblies.

The General Assembly convenes:

  1. Ordinarily at the time specified in this charter.
  2. Extraordinarily when deemed necessary by the Board of Directors or Supervisory Board, or upon written request of one-fifth of the members of the Association. If the Board of Directors fails to convene the General Assembly, a magistrate may appoint three members to call the General Assembly to meet upon application of any member.

The ordinary General Assembly convenes every three years in January on the date, place, and time determined by the Board of Directors.

METHOD OF CALL

The Board of Directors prepares the list of members entitled to attend the General Assembly in accordance with the bylaws. Members entitled to attend are invited to the meeting at least fifteen days in advance by announcing the date, time, place, and agenda in at least one newspaper and on the Association's website, or by written notice, email, text message, or local publication. The same notice must state the date, time, and place of the second meeting if the first meeting cannot be held due to lack of quorum. The interval between the first and second meeting cannot be less than seven nor more than sixty days.

If the meeting is postponed for any reason other than lack of quorum, the postponement is announced to the members in accordance with the invitation procedure, indicating the reasons for postponement. The second meeting must take place within six months from the postponement date. Members are re-invited to the second meeting according to the principles described in the first paragraph.

The General Assembly cannot be postponed more than once.

PROCEDURE OF THE MEETING

The General Assembly is opened once it is ascertained that an absolute majority of those entitled to attend are present. If the meeting concerns amendments to the charter or dissolution of the Association, the presence of two-thirds of the members is required; if quorum is not reached, the second meeting can be held regardless of the number of attendees, provided that the number of members present is not less than twice the total number of members of the Board of Directors and Supervisory Board.

The list of members entitled to participate is available at the meeting venue. Members entering the meeting present official identification documents to members of the Board of Directors or authorized personnel, and sign beside their names on the attendance list.

Once quorum is achieved, a protocol is prepared, and the meeting is opened by the chairperson of the Board of Directors or a member appointed by the Board. If quorum is not achieved, a protocol is drawn up by the Board.

After the opening, a chairperson, sufficient number of vice chairpersons, and a secretary are elected to preside over the meeting.

Members who will vote in the elections for the organs of the Association must present their identification to the council and sign the attendee list.

The management and security of the meeting are the responsibility of the chair of the council.

Only items on the agenda are discussed at the General Assembly. However, matters requested in writing by one-tenth of the members present must be included on the agenda.

Each member has one vote at the General Assembly and must cast it personally. Honorary members may attend the General Assembly but cannot vote. In the case of legal entity members, the chairperson of the legal entity's Board of Directors or an authorized representative votes.

Matters discussed and decisions taken at the meeting are recorded in a minutes book and signed jointly by the chairperson and secretaries of the council. At the end of the meeting, the minutes and other documents are delivered to the chairperson of the Board of Directors, who is responsible for safeguarding them and handing them over to the newly elected Board within seven days.

VOTING AND DECISION-MAKING PROCEDURES AND FORMS OF THE GENERAL ASSEMBLY

Article 8

Unless otherwise decided, voting at the General Assembly is carried out openly. In open voting, the method determined by the chair of the council is applied.

In secret voting, sealed papers or ballots provided and stamped by the chair are marked by members and cast into a ballot box, and the results are determined through open counting after voting ends.

Decisions of the General Assembly are taken by an absolute majority of members attending. Amendments to the charter and decisions on dissolution require a two-thirds majority of members present.

DECISIONS TAKEN WITHOUT CONVENING A MEETING

Decisions adopted with the written participation of all members without convening and decisions taken by all members without following the procedures for convening as stated in this charter are valid. Such decisions do not replace the ordinary meeting.

DUTIES AND POWERS OF THE GENERAL ASSEMBLY

Article 9

The General Assembly discusses and decides on the following matters:

  1. Elect the organs of the Association.
  2. Amend the charter of the Association.
  3. Review the reports of the Board of Directors and Supervisory Board and discharge the Board of Directors.
  4. Discuss and adopt, with or without amendments, the budget prepared by the Board of Directors.
  5. Supervise other organs of the Association and, when necessary, dismiss them for justified reasons.
  6. Review and decide on appeals against decisions of the Board of Directors regarding denial or termination of membership.
  7. Authorize the Board of Directors to purchase immovable property for the Association or to sell existing immovable property.
  8. Review and approve, with or without amendments, the bylaws concerning activities of the Association prepared by the Board of Directors.
  9. Determine the salaries, allowances, travel expenses, and compensations to be paid to the chair and members of the Board of Directors and Supervisory Board who are not public officials, as well as the per diem and travel allowances for members accompanying assignments, and set travel allowances for members.
  10. Decide whether the Association will join a federation.
  11. Resolve the opening of branches of the Association and authorize the Board of Directors to carry out related procedures.
  12. Decide on the Association's international activities, its participation in or withdrawal from foreign associations and organizations.
  13. Decide on the establishment of a foundation by the Association.
  14. Resolve on the dissolution of the Association.
  15. Review other proposals submitted by the Board of Directors and decide accordingly.
  16. Fulfill duties and exercise powers not assigned to other organs of the Association.
  17. Perform other duties assigned by legislation to the General Assembly.

FORMATION, DUTIES, AND POWERS OF THE BOARD OF DIRECTORS

Article 10

The Board of Directors consists of five principal and five substitute members elected by the General Assembly. At its first meeting after the election, the Board distributes duties among its members, appointing a chair, co-chair, vice-chair, secretary, treasurer, and members. If a vacancy arises due to resignation or other reasons in the original composition of the Board, it is mandatory to invite substitute members to duty based on the number of votes they received at the General Assembly.

DUTIES AND POWERS OF THE BOARD OF DIRECTORS

The Board of Directors performs the following duties:

  1. Represent the Association or authorize one of its members or a third party to do so.
  2. Carry out income and expenditure transactions and prepare the budget for the following period to submit to the General Assembly.
  3. Prepare bylaws regarding the activities of the Association and present them to the General Assembly for approval.
  4. Purchase immovable property, sell movable and immovable property belonging to the Association, build facilities, sign lease agreements, and establish pledges or real rights in favor of the Association, within the authority granted by the General Assembly.
  5. Carry out procedures related to opening branches in accordance with the authority granted by the General Assembly.
  6. Ensure the inspection of branches of the Association.
  7. Establish representative offices where necessary.
  8. Implement decisions taken at the General Assembly.
  9. Prepare the activity report or balance sheet and income-expenditure statement for each fiscal year, along with a report explaining the activities of the Board, and present them to the General Assembly when convened.
  10. Ensure the implementation of the budget.
  11. Decide on the admission and dismissal of members.
  12. Adopt and implement all decisions within its authority to achieve the aims of the Association.
  13. Fulfill other duties and exercise powers assigned by legislation.

ESTABLISHMENT, DUTIES, AND POWERS OF THE SUPERVISORY BOARD

Article 11

The Supervisory Board consists of three principal and three substitute members elected by the General Assembly. If a vacancy arises due to resignation or other reasons, substitute members are called to duty based on the number of votes they received at the General Assembly.

DUTIES OF THE SUPERVISORY BOARD

The Supervisory Board oversees whether the Association operates according to the purpose and principles stated in its charter, whether the books, accounts, and records are kept in accordance with the legislation, and whether the income and expenditures are made in line with the legislation and the charter. It conducts audits at least once a year and reports the results to the Board of Directors and the General Assembly when convened. The Board may call the General Assembly for a meeting when necessary.

FORMS OF SUPERVISION

The General Assembly, the Board of Directors, or the Supervisory Board may conduct audits or have external auditors perform audits if deemed necessary. The Supervisory Board does not relieve its legal obligation even if external audit is performed.

INCOME SOURCES OF THE ASSOCIATION

Article 12

The income sources of the Association are as follows:

  1. Membership fees.
  2. Donations and grants received from individuals, institutions, and organizations.
  3. Income generated from the activities of the Association, including events, publications, assets, and facilities.
  4. Income from economic, commercial, and industrial enterprises established by the Association.
  5. Income obtained from fundraisers and public benefit events organized with the necessary permissions.
  6. Other income obtained in line with the legislation.

FINANCIAL PROVISIONS

Article 13

The fiscal year of the Association is the calendar year. Revenues and expenses are recorded in the books kept according to the relevant legislation. The Board of Directors is responsible for preparing the budget and submitting it to the General Assembly for approval.

BOOKKEEPING PRINCIPLES AND BOOKS TO BE KEPT

Article 14

The Association keeps its books according to the Balance Sheet Method. The books are certified by the registry of associations before use. The following books are kept:

  1. Journal
  2. Ledger
  3. Inventory book
  4. Membership register
  5. Document registration book
  6. Board of Directors decision book
  7. Minutes book of the General Assembly

REVENUE AND EXPENDITURE PROCEDURES

Article 15

Revenues are collected with receipts or bank transfers. Expenditures are made with duly issued expense documents. Receipts and expenditure documents are retained for a period specified in the legislation. Bank accounts may only be opened with the decision of the Board of Directors.

REPRESENTATION, AUTHORITY, AND SIGNATURE

Article 16

The Association is represented by the chair of the Board of Directors. In the absence of the chair, the co-chair or a member authorized by the Board represents the Association. Documents required by the Association are valid with the signatures of the chair and the member authorized by the Board.

AMENDMENTS TO THE CHARTER

Article 17

Amendments to the charter may be made by decision of the General Assembly, with at least two-thirds of the members present voting in favor.

DISSOLUTION OF THE ASSOCIATION AND LIQUIDATION OF ASSETS

Article 18

The General Assembly may decide to dissolve the Association at any time. For the dissolution decision to be valid, at least two-thirds of the members entitled to attend must be present at the meeting. If quorum is not reached, a second meeting may be held. The decision to dissolve requires a two-thirds majority of those present. In the event of dissolution, the liquidation of the Association's assets is carried out by a liquidation committee comprised of the members of the last Board of Directors, in accordance with the relevant provisions of the Law on Associations.

PROVISIONS NOT INCLUDED IN THE CHARTER

Article 19

In matters not specified in this charter, the Law on Associations, the Turkish Civil Code, and the provisions of the relevant legislation apply.

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