Tüzük

Süheyl Erbir
Kemal Koman
Mehmet Ateş
Adnan Temiz
Cavit Ünver
Rabiye Çelik
Cemalettin Pala
Birol Kılkış
Cahit Çıray
H. Bülent Ertan
Yıldız Arıkan
Muammer Ermiş
Işık Çadırcı
M. Özcan Ültanır
M. Kudret Selçuk
Tahir Konaklıoğlu
Nezihe Akgün
Cengiz Fatih
İlhan Özsoy
Ali Kasap
Mete Şen
Orhan Deniz
Adnan Balık
Mehmet Atılgan,
Nazif Dinçer
Yavuz Ali Şener
Tanay Sıdkı Uyar
Kemal Kerem Tuncer
Hayati Ekren
Cemal Demir
Haluk Somer
Yücel Erdallı
Gürkan A. Yalçınkaya
Yılmaz Arıncı
Enver Şat

Regarding the Turkish Wind Energy Association, TWEA, renewable energy sources, and especially solar, hydrogen, battery, and storage technologies and energy efficiency that can be integrated with wind energy;

·       To act as the common voice that supports the development and sustainability of its members and the wind energy sector in the best way.

·       To represent and develop investments, industrial production and sub-industry and localization, project development, and consultancy services

·       Developing and communicating effective strategic policies and initiatives that affect the process towards overcoming obstacles to the development of wind energy, maintaining and creating a stable market phenomenon.

·       To follow and conduct scientific and technical research, to collect, compile and publish scientific and technical information in this field.

·       Contributing to the determination and adoption processes of standards, laws, and regulations for the wind energy sector

·       To ensure the widespread use of this energy source

·       To further strengthen Turkey's position in the global growth of the wind energy sector by coordinating closely with national, regional, and global organizations and companies.

·       Communicate with politicians, opinion makers, decision-makers, businesses, media, the public, NGOs, and other stakeholders to explain and highlight the benefits and potential of wind energy,

And continues to work in line with these objectives. TÜREB is a non-profit technical community that cooperates with national and international institutions for these purposes, organizes activities such as seminars and conferences, and makes projects and publications.

TWEA's study subjects and fields of activity are as follows:

3.1 To follow, accelerate and guide scientific research, technical developments, and applications related to wind energy; to offer the technology that has been achieved in the world for the benefit of our country and to provide technical information exchange by bringing together the employees on this subject.

3.2 To make efforts to encourage the use of wind energy in our country, to raise awareness for the dissemination of its use, and to organize training in the fields related to wind energy.

3.3 To compile, organize and publish information about wind energy, its sector, and all areas of use.

3.4 To organize events such as conferences, seminars, workshops, congresses, competitions, and symposiums to promote wind energy and to carry out all kinds of studies and initiatives to disseminate and accelerate education, research, development, and use in this regard; To carry out activities and projects with national/international organizations in line with this purpose, to benefit from national and international grant resources by developing projects for the wind energy sector or by being a partner in such projects, to take all kinds of roles in European Union projects and organizations.

3.5 To take initiative towards organizations and institutions such as universities, non-governmental organizations, research and development organizations, and professional organizations, and to create an environment of cooperation between institutions.

3.6 To contribute to the preparation, implementation, and adoption processes of legislation, standards, industry principles, and all kinds of regulations for the wind energy sector.

3.7 Representing its members in the European Wind Energy Association (Wind Europe), the Global Wind Energy Council (GWEC), and other international organizations related to wind energy, strengthening the communication and cooperation between international sectoral organizations and member and local sector stakeholders.

3.8 Establishing and operating TWEA Economic Enterprise in order to realize the objectives of the Association and to carry out income generating activities, economic enterprises and investments related to its fields of activity.

3.9 To carry out other activities in line with its aims, within the limits of the provisions of the legislation and the status.

4.1. Membership

Every real person and legal person who has the capacity to act and deals with the energy sector, wind energy, other renewable energy resources, energy efficiency, climate change and environmental fields, investment, equipment, financing, technical issues, administrative, legal and financial aspects of these areas, can apply for membership to TWEA.

Membership applications are freely evaluated by the Board of Directors. In this evaluation, but not limited to those listed in terms of the criteria to be taken as a basis for evaluation; If the applicant has at least three years of experience in the fields mentioned in the first paragraph or has academic studies in these fields or has contributed as a speaker to national or international conferences or panels related to these fields, the contributions to TWEA in line with TWEA’s status and principles are primarily taken into account. In addition, and in any case, at least three legal entities holding the title of Principal Member must have submitted a reference letter and the membership application form must be filled in completely and carefully.

If deemed necessary by the Board of Directors, the applicant is requested to document the matters declared in his application.

TWEA membership is of two types: Principal Membership and Honorary Membership.

a) Principal Members: Members who have the right to elect, be elected, and vote, whose application for membership is accepted, and who regularly pay the dues determined according to this status. Principal Members may take part in the compulsory organs of the Union and in the Commissions.

b) Honorary Members: Members who provide moral, physical, intellectual, or financial assistance or service in order to achieve the purpose of the Union, whose membership application is accepted but who do not have the right to elect, be elected, or vote. Honorary Members may attend the General Assembly meetings as listeners to follow the discussions and express their opinions. Honorary Members may take part in Commissions. Honorary members are not obliged to pay dues.

Real persons who work in public institutions and organizations and who meet the conditions sought in the first and second paragraphs of 4.1 may be accepted as Honorary Members of the Association if they apply for membership.

Real person members who previously served as chairman of TWEA can also be accepted as Honorary Members, provided that they make a written request and the application is accepted by the Board of Directors. The Principal Membership status of those who are accepted to Honor Membership expires.

Every member has the right to participate in the activities of the Union. Each Principal Member has the right to cast one vote at the General Assembly. The member has to use his/her votes in person. If the member is a legal entity, the Chairman of the Board of Directors or the person to be assigned by the legal person votes on behalf of the legal entity.

In the event that real persons working in a group of companies that have the title of a member as defined and covered by the Turkish Commercial Code No. 6102 apply to become a Principal Member, a maximum of five real persons among these persons, to be evaluated according to the application date and time priority can be accepted as Primary Members. If an ordinary general assembly is held after the number of five members is reached, five more real persons working in the same group of companies as members may be admitted to the Primary Membership. This rule also applies to the following general assemblies.

It is obligatory to pay an entrance fee within 15 (fifteen) days from the date of admission to the membership for all natural and legal person members whose applications are accepted and who have become Principal Members. The entrance fee is taken again in case the membership status is lost and the membership status is gained by making a re-application. No entry fee is charged retroactively from persons who were granted membership status prior to the status change dated 20.02.2022; an entry fee is collected from the Principal Members in this situation only if they lose their membership status and gain membership by re-applying after a change in status.

The amount of the entrance fee is freely determined by the Board of Directors of the Union for each year.

The entrance fee is a one-time fee paid separately from the annual membership fee and based on the acceptance of the membership application. Principal Members are required to pay an annual membership fee separately from the entrance fee.

4.2. Removal or Exit from the Membership Status

Each member has the right to withdraw from membership, provided that he or she notifies the Board of Directors in writing.

In the presence of one or more of the following reasons, the Board of Directors may decide the removal of membership:

I. Losing the qualifications and criteria of membership according to the Turkish Civil Code, the Law of Associations, and the conditions defined in the statute, although previously accepted to membership, not meeting the requirements in article 4.1 in TWEA Statutes,

ii. Not paying the annual membership fee for two consecutive years for the members holding the title of Principal Member,

iii. Not to attend three ordinary or extraordinary general assembly meetings held without a valid excuse,

iv. For members who have earned the title of Principal Member, failure to pay the entrance fee on time, without a valid excuse,

v. Not complying with the decisions made by the union organs,

vi. Behaving contrary to the purposes and status of TWEA, exhibiting actions that make it difficult or hinder the realization of the purpose.

In the event of an objection to the decision to remove from membership, the General Assembly makes the final decision on dismissal from membership. The decision of the General Assembly on this matter is final.

1. General Assembly (Mandatory)

2. Board of Directors (Mandatory)

3. Board of Supervisors (Mandatory)

4. Commissions (Optional)

5. Honorary Advisory Board (Optional)

6.1. TWEA General Assembly is the highest decision-making body of TWEA, which consists of the Principal Members whose decisions take priority.

6.2. Ordinary General Assembly Meeting: The General Assembly normally convenes once every three years in February with the participation of the Principal Members who have the right to attend the General Assembly.

6.3. Extraordinary General Assembly Meeting: When deemed necessary by the Board of Directors or the Supervisory Board or upon the written application of one-fifth of the Union members, the General Assembly is called for a meeting by the Board of Directors, and an extraordinary General Assembly Meeting is held. If the Board of Directors does not call the General Assembly for a meeting; upon the application of one of the members, the magistrate appoints three members to convene the General Assembly.

6.4. The Board of Directors shall notify the General Assembly of the call for an ordinary or extraordinary meeting at least fifteen days in advance of the day, time, place, and agenda in writing to the member, send a message to the e-mail address or contact number notified by the member, and announce it on the website of the association. In this call, if the meeting cannot be held due to the lack of a quorum, the day, time, and place of the second meeting are also specified. The period between the first meeting and the second meeting cannot be less than seven days and more than sixty days. General Assembly meetings can be held at the place where the headquarters of the Union is located, or at another address to be specified in the call to be made by the Board of Directors.

6.5. The General Assembly convenes with the participation of the absolute majority of the members who have the right to attend, and two-thirds of the members in case of a change in status and the dissolution of the association; In the event that the meeting is postponed due to lack of majority, the majority is not sought in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the Board of Directors and Auditors.

6.6. The decisions taken with the written participation of all members without coming together and the decisions taken by all the members of the Union without complying with the calling procedure written in the Turkish Civil Code are valid. However, taking a decision in this way does not replace the ordinary General Assembly meeting.

7.1. The following matters are discussed and resolved by the General Assembly:

I. Election of Union organs,

ii. Changing the status of the Union partially or completely,

iii. Discussion and release of the reports of the Board of Directors and Auditors,

iv. Authorizing the Board of Directors of the Union to make the necessary expenditures, discussing the budget prepared by the Board of Directors and accepting it as it is or by changing it,

v. Authorizing the Board of Directors for the purchase of immovable properties required for the Union or the sale of existing immovable properties,

vi. Authorization of the Board of Directors in determining and changing the annual fee amounts and entrance fee,

vii. Making decisions regarding the Union’s international activities, its participation as a member of associations or organizations abroad, or its withdrawal from membership,

viii. Deciding on the dissolution of the Union,

ix. Fulfillment of other duties specified in the legislation and the Union status by the General Assembly and/or to achieve the purpose of the Union, and the work that has not been assigned to another organ of the Union.

7.2. Decisions on change of status and dissolution of the Union are taken by a two-thirds majority of the members attending the meeting, and decisions other than these are taken by the absolute majority of those attending the meeting. Elections and voting in the General Assembly are held in the form of open voting and open classification. However, when necessary, secret balloting can be proposed and if the meeting attendees are accepted by majority vote, a secret ballot and open classification procedure can be applied.

7.3. The list of members entitled to attend the General Assembly is made available at the meeting place. Members who will attend the General Assembly enter the meeting place by their signature on the list prepared by the Board of Directors. Those who do not show their identity document, do not sign the specified list and members who do not have the right to attend the General Assembly will not be admitted to the meeting place; They can follow up the meeting in a separate section. If the meeting quorum is met, the situation is determined in a minute and the meeting is opened by the Chairman of the Board of Directors or one of the members of the Board of Directors to be assigned. If the meeting quorum is not met, a minute is drawn up by the board of directors.

7.4. After the opening, a chairman, a sufficient number of vice-chairmen, and clerk members are selected to manage the meeting, and a council committee is formed. The management of the meeting belongs to the Chairman of the Board. The General Assembly is concluded by discussing and deciding on the agenda items. Each member has one vote in the General Assembly; The member has to use the vote in person. In the voting to be held for the election of the organs of the association, it is obligatory for the voting members to show their identities to the council committee and to use their signatures on the list of attendees.

7.5. The issues discussed and the decisions taken at the meeting are written in a minute and signed by the chairman of the council and the clerks. At the end of the meeting, the minutes and other documents are delivered to the Chairman of the Board of Directors. The Chairman of the Board of Directors is responsible for preserving these documents and delivering them to the newly elected Board of Directors within 7 (seven) days.

7.6. Within 45 (forty-five) days following the ordinary or extraordinary General Assembly meetings, the General Assembly Result Notice containing the principal and alternate members elected to the Board of Directors, Supervisors, and the other organs is given to the local authority.

7.7. It is possible to hold ordinary or extraordinary general assembly meetings at TWEA digitally, in accordance with the provisions of the relevant legislation. The method by which the general assembly meeting will be held is specified in the resolution of the Board of Directors regarding the holding of the General Assembly and in the announcement of the general assembly.

8.1. Board of Directors consists of 19 (nineteen) principals and 8 (eight) substitute members to be elected from among the full members by the General Assembly. If the number of members of the Board of Directors falls below half of the total number of members; The General Assembly is called for a meeting within one month by the remaining members of the Board of Directors or the Supervisory Board. If the call is not made, the judge of the peace assigns the three members to call the general establishment meeting, upon the request of one of the members.

8.2. The Board of Directors chooses a President, at least one Vice-President, a Treasurer, and if deemed necessary, a Secretary General among themselves. The distribution of duties of the Vice Presidents is determined by the Board of Directors in line with the President’s suggestions. In the absence of the President, a Vice President, or if the Vice President is not elected primarily, the senior Vice President who is over the age will preside over the Board of Directors.

8.3. Within the scope of the procedure for determining the task distribution of the Board of Directors; The Chairman of the Board of Directors can serve as the chairman for a maximum of 2 consecutive terms and in any case for a maximum of 6 years in total.

8.4. The meeting quorum of the Board of Directors is 10 (ten). Decisions are taken by the absolute majority of the members present.

8.5. The Board of Directors convenes at least once a month upon the call of the Chairman. The Board of Directors has the right to make decisions at the highest level in important and extraordinary situations. Decisions are taken with the absolute majority of the members of the Board of Directors attending the meeting.

8.6. Meetings of the Board of Directors at TWEA can be held electronically, in accordance with the provisions of the relevant legislation. Decisions of the Board of Directors to be taken in an electronic environment are stored in an electronic environment with the date and number of rows separately from the physical record book.

8.7. A member of the Board of Directors who fails to attend 5 (five) consecutive meetings without an excuse may be dismissed from this duty. In this case, the member of the Board of Directors, who is in the first place in reserve, is replaced.

8.8. The Board of Directors represents TWEA before all kinds of institutions and organizations, implements the General Assembly decisions, and has the following duties and authorities:

I. Preparing the budget and the new work program and presenting them to the General Assembly, executing them,

ii. To decide on the membership applications of the Union and removal from membership when necessary,

iii. To elect the members who will represent the Association among national or international organizations, to determine the persons who will make statements about TWEA and its works in the written and visual media, and to determine the framework of these statements,

iv. To organize events such as conferences, seminars, congresses, workshops, training, and meetings, to publish publications, to provide the necessary financial support for these issues, to obtain permissions by performing the necessary works and procedures, and to appoint officials for the execution of these works,

v. To make applications to national or international projects, cooperate with national or international institutions, and determine the persons who will be responsible and authorized on behalf of TWEA,

vi. To establish commissions and working groups, if deemed necessary, to solve the problems encountered in the Union’s fields of activity, to ensure effective work for TWEA to achieve its purpose, to provide direction and to create a work schedule,

vii. To carry out transactions related to the income and expense accounts of the Union, to determine the application method and amount of the annual membership fee and entrance fee, to follow and coordinate the collection of membership fees and all kinds of additional income, to determine expenditure items and expenses, to carry out related transactions,

viii. Purchasing immovable property, selling movable and immovable properties belonging to the Association, having a building or facility constructed, concluding a lease agreement, establishing a pledge or other real right in favor of the Association, based on the authorization given by the General Assembly,

ix. To use the other powers and responsibilities given by the union status and legislation in other works.

9.1. The Board of Directors may elect or employ a General Coordinator from among the Principal Members of the Union or third parties who are not members. If deemed appropriate by the Board of Directors, The General Coordinator may attend and follow the meetings of the Board of Directors, but cannot vote.

9.2. The duties and powers of the General Coordinator are as follows:

• Representing the Association within the framework of the authorities given by the Board of Directors,

• To ensure that all the activities of the Union are carried out in accordance with the programs and legislation,

• To prepare the meeting agenda of the Board of Directors in coordination with the chairman and vice-chairmen of the Board of Directors,

• Coordinating the activities of the commissions, reporting the activities to the Board of Directors,

• To carry out other duties that may be assigned to him/her by the Board of Directors.

10.1. The Supervisory Board consists of 7 (seven) principals and 5 (five) substitute members to be elected by the General Assembly from among the principal members of the Association. The members of the Supervisory Board elect a chairman among themselves at their first meeting.

10.2. The Supervisory Board audits the Board of Directors with intervals not exceeding 1 (one) year, whether the Board of Directors operates in line with the activities and account affairs and the working subjects specified for the realization of the purpose stated in the statute of the Association, and other issues determined in the relevant legislation, and the results of the audit are submitted to the Board of Directors and report is presented to the General Assembly.

10.3. Internal audits can be carried out by the General Assembly, the Board of Directors, or the Board of Auditors, as well as by independent audit firms. However, the fact that an audit has been carried out by the General Assembly, the Board of Directors, or independent audit firms does not remove the obligation of the Supervisory Board.

10.4. The Supervisory Board, when it deems necessary, may request the Board of Directors to call the General Assembly for an extraordinary meeting.

11.1 Establishment of Commissions: The Board of Directors may establish commissions of at least 5 (five) people to work on issues that it deems necessary in order for TWEA to realize its goals and to ensure effective work in achieving these goals. In any need, the Board of Directors determines the maximum number of members in the commissions. If deemed necessary, the Board of Directors may appoint the person who took part in one commission to other commissions. If TWEA Members wish to take part in commissions, they submit this request in writing to the Board of Directors. The Board of Directors appoints as many TWEA members and sector representatives as it needs, taking into account the written request of their knowledge, ability and experience. Commissions, which are optional bodies formed in this way, can be terminated at any time with the decision of the Board of Directors.

11.2 Distribution of Tasks of the Commissioners: Commissions hold their first meeting at the specified place, day, and time. In this meeting, the commission members elect a chairman, a vice-chairman, and a rapporteur for the distribution of duties. Unless there is an open vote request by the attendants, the election is made by secret ballot, and the decisions are taken by the absolute majority of the attendees.

11.3 Mode of Operation: Commissions; works under the chairmanship of the chairman of the commission, and under the management of the vice chairman when the chairman does not attend the meeting.

11.4 In case of a vacancy in the memberships elected to the Commission for any reason, the Board of Directors may make new assignments in place of these members or terminate the Commission if necessary.

12.1. The Honorary Advisory Board is established as an optional body. The Honorary Advisory Board consists of (i) representatives of legal entities who take part in the execution of this duty and are elected as the Chairman of the Board of Directors of TWEA, and (ii) persons deemed appropriate by the Board of Directors, who are considered as opinion leaders in the sector in which the Association operates.

12.2. The Honorary Advisory Board consults on the course of the sector in which the Association operates and conveys its evaluations and opinions to the Board of Directors. The Honorary Advisory Board convenes at the intervals it deems necessary and at least twice a year. The decisions of the Honorary Advisory Board are not binding for the Board of Directors, the Union, and other organs of the Union.

13.1. TWEA’s income consists of the entrance and annual membership fees to be paid by the Principal Members, the donations made by real and legal persons, the assets of the Union, the projects to be prepared, from the incomes to be obtained from the grants and supports provided by the national and international organizations within the scope of the projects, from the income that can be obtained as a result of the publications, meetings, conferences, and organizations to be made by the Union, the incomes obtained as a result of the income-generating activities of TWEA Economic Enterprise, the income to be obtained from the investments that can be made related to the purpose of the Union, and other incomes that are not contrary to the relevant legislation. Revenues are collected with proof of receipt. In case the income is collected through the bank, documents such as receipts or account statements issued by the bank replace the receipt document.

13.2. Except for the permanent members of the Board of Directors, the persons who will collect income on behalf of the Association can be determined by the decision of the Board of Directors by specifying the term of authorization and duration. The principal members of the Board of Directors may collect income without a certificate of authorization.

13.3. The financial budget of TÜREB is discussed at the Ordinary General Assembly meeting held every 3 (three) years. The annual budget prepared for the period covering January 1 - December 31 each year is discussed at the Board of Directors meeting for the relevant year.

13.4. The amount of annual membership fees are decided by the General Assembly every 3 (three) years. However, the General Assembly may authorize the Board of Directors to re-determine, increase or decrease the annual membership fees for each year. In this case, the Board of Directors is authorized to determine the annual membership fees when it deems necessary. Members must pay the membership fee of the relevant year until 31 March of each year.

13.5. The General Assembly may authorize the Board of Directors to decide whether to collect entrance fees and/or annual membership fees from the principal members who are public institutions and organizations and/or from the Principal Members who are the representatives of public institutions and organizations.

The chairman and members of the Union’s Board of Directors and Supervisory Boards cannot receive any remuneration or allocation due to their duties. Office and office works of the Association are carried out by the General Coordinator and a sufficient number of employees under the control of the Board of Directors. The Board of Directors is authorized to recruit, terminate the employment of the General Coordinator and employees, and to determine all kinds of personnel rights and the remuneration to be paid.

15.1. The General Assembly convenes with the participation of two-thirds of the members who have the right to participate in case of a change in status. In case the meeting is postponed due to a lack of majority, the majority is not sought in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the Board of Directors and Auditors. Status change decisions can only be taken with a two-thirds majority of the members attending the meeting. In the General Assembly, the vote on the change of status is made openly.

15.2. In case of a change in status at the General Assembly meeting, the minutes of the General Assembly meeting, the old and new versions of the changed articles of the status, and the final version of the Union status with each page are signed by the absolute majority of the members of the Board of Directors, is submitted to the local authority within 45 (forty-five) days.

16.1. The Union may receive financial assistance from associations with similar purposes, worker and employer unions, and professional organizations in order to achieve the objectives indicated in its statute, and may provide financial assistance to the aforementioned institutions. The Association is granted to real and legal persons, whether it is a member or not, to banks or financial institutions, with the purchase of goods or services on credit or in cash, as long as they do not cause the Association to have difficulty in paying in return and obtains review and opinion of the Supervisory Board in transactions exceeding half of the previous year’s revenues. With the decision of the Board of Directors, the most appropriate payment, terms can be taken into account.

16.2. The Union may receive aid in kind and in cash from persons, institutions, and organizations abroad, provided that it notifies the local authority in advance. Upon the authorization of the General Assembly, the Association may purchase or sell immovable property with the decision of the Board of Directors. The Association may receive grants and aid in return for national and international projects, with the decision of the Board of Directors and in accordance with the relevant legislation, and therefore may use advance payments.

16.3. The General Assembly can always decide to dissolve the Union. In order to decide on the termination, at least two-thirds of the permanent members must attend the meeting. If a majority cannot be obtained in this way, the members are called according to Article 5 to meet for the second time. In case the meeting is postponed due to a lack of majority, the majority is not sought in the second meeting. However, the number of members attending this meeting cannot be less than twice the total number of members of the board of directors and supervisory board. The decision to dissolve the association can be taken by a two-thirds majority of the members attending the meeting.

16.4. In the event that the Association is dissolved, the General Assembly also determines the principles of liquidation of the Association’s property, money, and rights. If a decision has not been taken by the General Assembly or the General Assembly has not been convened, or if the Association has been dissolved by a court decision, all money, property and rights of the Association are transferred by court decision to the Association closest to the purpose of the Association and has the most members on the date of its dissolution.

17.1. Members of the Union act in full compliance with the principles of respect for the rule of law in their activities and prevention of discrimination based on respect, honesty, race, color, religion, political opinion, belief, sect, gender, and the provision and protection of an environment of competition. The Association establishes relations with all its members equally and impartially and only for the purposes of the Union.

17.2. The Union and its members never provide sensitive or company-specific confidential information within the scope of the execution of the Union’s activities. It does not facilitate information regarding the prices of goods and/or services of one or more members or guide the members in calculating the price or price changes related to the current or future prices of goods and/or services of the members. The Union and its members undertake to ensure that the activities to be carried out in line with the objectives of the Union do not lead to coordinated behaviors among the members and to show maximum care in this regard.