CONSTITUTION OF THE INDUSTRIAL VENTURE ASSOCIATION

Name and Headquarters of the Association Article 1- Name of the Association: Industrial Venture Association" is the full name. The abbreviation is "Egider". The headquarters of the Association is Diyarbakır. No branches will be opened. Purpose of the Association and Working Subjects and Forms to be Pursued by the Association to Achieve this Purpose and Activity Area Article 2- The association is established to ensure that all kinds of work related to development and innovation in the fields of technology, agriculture, information, culture, education, industry, and gastronomy contribute to society in a way that will provide social contribution. With this purpose, the Association will create a structure that produces projects related to all innovative and creative industries and innovative initiatives in traditional industry and supports them.

While carrying out its activities, the Association; a- Ensures the efficient development of technology, agriculture, information, culture, education, art, gastronomy, and industry in our country, increasing the productivity and effectiveness of human resources in all relevant sectors, and supporting investments in human resources, b- Introduces our country's culture, art, and values nationally and internationally, c- Creates awareness in the public opinion about sustainable development, carries out necessary infrastructure works, conducts studies on developing solution proposals, and conducts research and studies necessary to achieve world standards, d- Brings together individuals and organizations operating in the fields of technology, agriculture, culture, gastronomy, education, industry, development, and all innovative and creative industries, ensures professional development and solidarity, e- Adopts the goals of providing training in relevant fields, producing projects at national and international levels, establishing collaborations at national and international levels, and supporting individual entrepreneurs, businesses, and enterprises.

Areas and Forms of Work to be Pursued by the Association

1- Conducting research to activate and improve its activities, 2- Organizing educational activities such as courses, seminars, conferences, and panels, 3- Obtaining all kinds of information, documents, and publications necessary for achieving the purpose, establishing a documentation center, and publishing newspapers, magazines, books, and bulletins in line with its objectives to announce the activities of the association, 4- Providing a healthy working environment for achieving the purpose, procuring all kinds of technical tools and equipment, fixed assets, and stationery materials, 5- Engaging in fundraising activities and accepting donations from domestic and foreign sources, subject to obtaining necessary permits, 6- Establishing and operating economic, commercial, and industrial enterprises to generate the necessary income for achieving the objectives of the bylaws, 7- Opening premises for the benefit of its members and for them to spend their leisure time, establishing social and cultural facilities, and furnishing them, 8- Organizing or facilitating social and cultural events, dinners, concerts, balls, theaters, exhibitions, education, sports, trips, and entertaining activities, etc., for the development and continuation of interpersonal relationships among its members, 9- Buying, selling, renting, leasing, and establishing real rights on movable and immovable properties necessary for the activities of the association, 10- Establishing foundations domestically and internationally, establishing or joining federations, or establishing facilities that associations can establish, subject to obtaining necessary permits, if deemed necessary for achieving the purpose, 11- Engaging in international activities, becoming a member of associations or organizations abroad, and collaborating or cooperating with these organizations, 12- Implementing joint projects with public institutions and organizations in their fields of activity, subject to the provisions of Law No. 5072 on the Relations of Associations and Foundations with Public Institutions and Organizations, if deemed necessary for achieving the purpose, 13- Establishing a fund to meet the essential needs such as food, clothing, and other goods and services, and short-term credit needs of the association members, 14- Establishing representative offices where deemed necessary, 15- Establishing platforms with other associations or civil society organizations such as foundations, unions, and similar organizations, with a common goal related to the purpose of the association and not prohibited by laws.

Scope of Activities of the Association

The association operates domestically and internationally on all subjects related to technology, agriculture, information, culture, art, gastronomy, industry, and all innovative and creative industrial fields, primarily including these areas.

Right to Become a Member and Membership Procedures

Article 3- Any natural or legal person who has legal capacity, adopts the objectives and principles of the association, agrees to work accordingly, and meets the conditions prescribed by the legislation has the right to become a member of this association. However, for foreign natural persons to become members, they must also have the right of residence in Turkey. This condition is not required for honorary membership.

Membership applications submitted in writing to the presidency of the association shall be decided by the association's board of directors within a maximum of thirty days, either by accepting the membership or rejecting the request, and the result shall be communicated to the applicant in writing. The accepted member's name shall be recorded in the register kept for this purpose.

The principal members of the association are the founders of the association and individuals accepted as members by the board of directors upon their applications.

Those who have provided significant financial and moral support to the association may be accepted as honorary members by the decision of the board of directors.

Resignation from Membership

Article 4- Every member has the right to resign from the association upon written notification.

The member's resignation letter shall be considered effective as soon as it reaches the board of directors. Withdrawal from membership does not terminate the member's accumulated debts to the association.

Termination of Membership

Article 5- Cases requiring termination of membership in the association. 1- Acting contrary to the association's bylaws, 2- Persistently avoiding assigned duties, 3- Failing to pay membership fees within six months despite written warnings, 4- Failing to comply with decisions made by the association's organs. 5- Losing the conditions for membership.

In the event of the determination of one of the situations mentioned above, membership shall be terminated by the decision of the board of directors.

Those who resign or are expelled from the association shall be removed from the membership register and shall not claim any rights in the association's assets.

Association Organs

Article 6- The organs of the association are listed below. 1- General Assembly, 2- Board of Directors, 3- Supervisory Board.

Formation, Meeting Time, Call, and Meeting Procedure of the Association General Assembly

Article 7- The general assembly, being the highest decision-making body of the association, consists of registered members of the association. The general assembly;

1- Meets regularly at the time specified in these bylaws, 2- Is convened by the board of directors for extraordinary meetings when deemed necessary by the management or supervisory board, or upon written application of one-fifth of the association members. If the board of directors fails to convene the general assembly upon application by a member, the peace judge assigns three members to convene the general assembly upon the application of a member.

The regular general assembly meets once every three years in May, on a day, place, and time determined by the board of directors.

Call Procedure*

The board of directors compiles a list of members entitled to attend the general assembly in accordance with the association's bylaws. Members entitled to attend the general assembly are invited to the meeting at least fifteen days in advance, by announcing the date, time, venue, and agenda of the meeting in at least one newspaper or on the association's website, by written notification, by sending a message to the member's provided email address or contact number, or by using local media outlets. In this invitation, if the meeting cannot be held due to the lack of a quorum, the date, time, and place of the second meeting are also specified. The period between the first and second meetings cannot be less than seven days or more than sixty days.

If the meeting is postponed for reasons other than the inability to achieve a quorum, this situation shall be announced to the members in accordance with the call procedure for the initial meeting, by specifying the reasons for the postponement. The second meeting must be held within six months at the latest from the date of postponement. Members shall be re-invited to the second meeting in accordance with the principles specified in the first paragraph.

The general assembly meeting cannot be postponed more than once.

Meeting Procedure*

The general assembly convenes with the participation of a simple majority of members entitled to attend; however, for amendments to the bylaws and dissolution of the association, the presence of two-thirds of the members is required; if the quorum cannot be achieved, no quorum is required for the second meeting, which must be held following the postponement. However, the number of members attending this meeting cannot be less than twice the total number of members of the board of directors and the supervisory board.

The list of members entitled to attend the general assembly is kept available at the meeting venue. The official identity documents of members entering the meeting venue are checked by members of the board of directors or officials appointed by the board of directors. Members enter the meeting venue by signing their names next to their names on the list prepared by the board of directors.

If the quorum for the meeting is met, this is recorded in a report and the meeting is opened by the chairman of the board of directors or one of the board members designated by the chairman. If the quorum is not achieved, a report is prepared by the board of directors.

After the opening, a chairman and a sufficient number of vice-chairs and a secretary are elected to form the presidium to manage the meeting.

During the voting for the election of association organs, members who cast their votes must show their identities to the presidium and sign next to their names on the attendance list.

The management and security of the meeting are the responsibility of the chairman of the presidium.

In the general assembly, only the items on the agenda are discussed. However, it is mandatory to include in the agenda the topics requested in writing by one-tenth of the members present at the meeting.

Each member has one voting right in the general assembly; the member must vote in person. Honorary members can attend general assembly meetings but cannot vote. In the case of a legal entity being a member, the chairman of the board of directors of the legal entity or the person appointed by proxy exercises the voting right.

The matters discussed and the decisions taken at the meeting are recorded in a report and co-signed by the chairman of the presidium and the secretaries. At the end of the meeting, the minutes and other documents are handed over 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 seven days.

General Assembly Voting and Decision-Making Procedures

Article 8- Unless otherwise decided, voting at the general assembly is conducted openly. In open voting, the method specified by the chairman of the general assembly is applied. In case a secret ballot is to be held, sealed papers or ballot papers are placed into an empty container by the members after proper preparation, and after the completion of voting, the votes are counted openly to determine the result. Decisions of the general assembly are made by a simple majority of the members present at the meeting. However, decisions regarding amendments to the bylaws and the dissolution of the association can only be made by a two-thirds majority of the members present at the meeting. Decisions Taken Without a Meeting or Call* Decisions taken with the written participation of all members or by the entire members of the association without complying with the call procedure specified in these bylaws are valid. Such decision-making does not replace regular meetings. Duties and Powers of the General Assembly

Article 9- The following matters shall be discussed and decided upon by the general assembly: 1- Election of association organs, 2- Amendment of the association bylaws, 3- Discussion of the reports of the management and supervisory boards and approval of the management board, 4- Discussion and approval, with or without amendments, of the budget prepared by the management board, 5- Granting authority to the management board regarding the purchase or sale of immovable properties necessary for the association, 6- Examination and approval, with or without amendments, of regulations prepared by the management board regarding the activities of the association, 7- Determination of salaries, allowances, travel expenses, and compensation for non-public officials serving as presidents and members of the association's management and supervisory boards, as well as the daily allowances and travel expenses for members assigned for association services, 8- Deciding on the association's membership in or withdrawal from a federation, 9- Participation in international activities, joining or leaving foreign associations and organizations, and establishing foundations by the association, 10- Decision on the dissolution of the association, 11- Examination and decision-making on other proposals of the management board, 12- Fulfillment of other duties specified by the legislation to be performed by the general assembly, The general assembly supervises the other organs of the association and may remove them from office at any time for justifiable reasons. The general assembly makes the final decision regarding admission to and expulsion from membership. As the most authoritative organ of the association, it handles and exercises tasks and powers not delegated to another organ of the association. Formation, Duties, and Powers of the Board of Directors

Article 10- The board of directors is elected by the general assembly with 5 principal and 5 alternate members. After its election, the board of directors, at its first meeting, divides responsibilities by a decision and determines the chairman, vice-chairman, secretary, treasurer, and member. In case of resignation or vacancy for other reasons in the principal membership of the board of directors, the alternates are called upon to serve in the order of the majority of votes received in the general assembly.

Recording Principles and Methods and Books to be Kept by the Association*

Article 13- Recording principles:

In the association, books are kept according to the operational account principle. However, if the annual gross income exceeds the threshold specified in Article 31 of the Associations Regulation, books are kept according to the balance sheet principle starting from the following accounting period. In case of transition to the balance sheet principle, if the threshold mentioned above is fallen below for two consecutive accounting periods, the association may return to the operational account principle starting from the following year. Books may be kept according to the balance sheet principle by the decision of the board of directors without being bound by the mentioned threshold. In case a commercial enterprise is opened by the association, separate books are kept for this commercial enterprise in accordance with the provisions of the Tax Procedure Law.

Recording Procedure:

The association's books and records are kept in accordance with the procedures and principles specified in the Associations Regulation.

Books to be Kept:

The following books are kept in the association: a) Books to be kept according to the operational account principle and the principles to be followed are as follows: 1- Resolution Book: The decisions of the board of directors are written in this book in date and serial order, and the decisions are signed by the members attending the meeting. 2- Member Registration Book: The identity information of those who become members of the association, the dates of entry and exit from the association are recorded in this book. The amounts of entrance and annual dues paid by members can be recorded in this book. 3- Document Registration Book: Incoming and outgoing documents are recorded in this book with date and serial number. The originals of incoming documents and copies of outgoing documents are filed. Documents received or sent via email are stored by taking printouts. 4- Operational Account Book: Revenues received and expenses incurred on behalf of the association are recorded in this book clearly and systematically. 5- Receipt Registry Book: Serial and serial numbers of receipt documents, names, surnames, and signatures of the recipients and returners, and the dates they received and returned are recorded in this book. 6- Fixed Assets Register: The acquisition date and form of the fixed assets owned by the association, the places where they are used or given, and the removal of those whose usage periods have expired are recorded in this book.

The Receipt Record Register and Fixed Asset Register are not mandatory to be maintained.

b) The registers and principles to be followed in case of balance sheet basis are as follows: 1- The registers specified in subparagraphs 1, 2, and 3 of paragraph (a) are also maintained in case of balance sheet basis. 2- Journal and General Ledger: The method of keeping these registers and the recording format are done according to the principles set forth in the Accounting System Implementation General Communiqués published in accordance with the Tax Procedure Law and the authority granted to the Ministry of Finance by this Law. Certification of Registers: In the association, the mandatory registers (excluding the General Ledger) are certified by the Provincial Directorate of Civil Society Relations or a notary before they are put into use. These registers are used until the pages are finished, and no interim certification of the registers is made. However, it is mandatory to re-certify the Journal to be used in the last month before the year in which the Journal is used according to the balance sheet basis.

Preparation of Income Statement and Balance Sheet: If records are kept on the basis of income statement, at the end of the year (31 December), the "Income Statement Table" specified in Annex-16 of the Associations Regulation is prepared. If records are kept on the balance sheet basis, at the end of the year (31 December), the balance sheet and income statement are prepared based on the Accounting System Implementation General Communiqués published by the Ministry of Finance.

Income and Expense Transactions of the Association Article 14-Income and expense documents; Association revenues are collected with the "Receipt Document" (sample of which is included in Annex-17 of the Associations Regulation). If association revenues are collected through banks, documents such as receipts or account statements issued by the bank serve as a receipt document. Association expenses are made with documents such as invoices, retail sales slips, freelance service receipts, etc. However, for payments covered by Article 94 of the Income Tax Law, expense vouchers are used in accordance with the provisions of the Tax Procedure Law, and for payments not covered by this scope, documents such as "Expense Receipt" or "Bank Receipt" (example of which is included in Annex-13 of the Associations Regulation) are used as expense vouchers. Free-of-charge delivery of goods and services by the association to individuals, institutions, or organizations is made with the "In-Kind Aid Delivery Certificate" (sample of which is included in Annex-14 of the Associations Regulation). Free-of-charge delivery of goods and services to the association by individuals, institutions, or organizations is accepted with the "In-Kind Donation Receipt" (sample of which is included in Annex-15 of the Associations Regulation). These documents are printed in the form of bound volumes consisting of fifty original and fifty duplicate sheets bearing consecutive serial numbers, self-carbonating, or in the form of forms or continuous forms to be printed through electronic systems and typewriters. It is mandatory for the documents to be printed in the specified format if they are printed as forms or continuous forms.

Receipt Documents

The "Receipt Documents" (in the format and size shown in Annex-17 of the Associations Regulation) to be used in the collection of association revenues are printed by decision of the board of directors and delivered to the printing house.

The printing and control of the receipt documents, their receipt from the printing house, recording in the register, handover between the outgoing and incoming treasurers, and the use of these receipt documents and the delivery of the collected revenues by the person or persons authorized to collect income on behalf of the association are carried out in accordance with the relevant provisions of the Associations Regulation.

Authorization Document

Except for the principal members of the board of directors, the person or persons authorized to collect income on behalf of the association are determined by the decision of the board of directors, specifying the duration of authorization. The "Authorization Document" (included in Annex-19 of the Associations Regulation), containing the clear identity, signature, and photographs of the individuals collecting income, is prepared by the association in duplicate and approved by the chairman of the association's board of directors. Board members of the board of directors can collect income without an authorization document.

The duration of authorization documents is determined by the board of directors for a maximum of one year. Expired authorization documents are renewed in accordance with the first paragraph. In case of expiration of the authorization document or termination of the person for whom the authorization document is issued due to resignation, death, or termination of employment or duty, the issued authorization documents must be submitted to the association's board of directors within one week. Additionally, the authority to collect income can be revoked by the decision of the board of directors at any time.

Retention Period of Income and Expense Documents

Except for registers, receipt documents, expense documents, and other documents used by the association are kept for a period of 5 years in accordance with the order and date in the registers in which they are recorded, subject to the special periods specified in the relevant laws.

Submission of Declaration

Article 15-The "Association Declaration" (included in Annex-21 of the Associations Regulation) regarding the activities of the association for the previous year and the results of income and expense transactions as of the end of the year is filled out by the association's board of directors and submitted to the local administrative authority by the association president within the first four months of each calendar year.

Obligation to Notify

Article 16-Notifications to the administrative authority;

Declaration of General Meeting Results

Within forty-five days following ordinary or extraordinary general meetings, a "General Meeting Results Notification" (included in Annex-3 of the Associations Regulation) containing the elected principal and alternate members of the management and audit boards and other organs is submitted to the administrative authority. In the event of an amendment to the bylaws at the general meeting; the minutes of the general meeting, the old and new form of the amended articles of the bylaws, the final version of the association bylaws signed on each page by the majority of the board of directors members, are submitted to the administrative authority within the period specified in this paragraph, accompanied by a letter.

Declaration of Immovable Properties

Immovable properties acquired by the association are reported to the administrative authority within thirty days from the registration of the property in the land registry by filling out the "Immovable Property Declaration" (provided in Annex-26 of the Associations Regulation).

Notification of Receiving Assistance from Abroad

In case the association receives assistance from abroad, before receiving the assistance, a "Notification of Receiving Assistance from Abroad" (specified in Annex-4 of the Associations Regulation) is filled out and submitted to the administrative authority.

It is mandatory to fulfill the notification requirement before receiving and using cash assistance through banks.

Notification of Changes

A change in the place of residence of the association (specified in Annex-24 of the Associations Regulation) is notified to the administrative authority by filling out the "Change of Residence Notification"; changes in the association's organs outside the general assembly (specified in Annex-25 of the Associations Regulation) are notified to the administrative authority within forty-five days following the change by filling out the "Notification of Changes in Association Organs".

Changes to the association's bylaws are also notified to the administrative authority within forty-five days following the general assembly where the amendment is made, if the place to be transferred is not determined in the general assembly, it is transferred to the association with the highest number of members in the city where the association is located.

Notification of Association Members

Those accepted as members of the associations and those whose membership ends are obliged to notify their name, surname, date of birth, and identity number to the department of the association located at the center within forty-five days from the date of acceptance or termination of membership.

Opening of Representation*

Article 17-The association can open a representative office with the decision of the board of directors to carry out association activities in places deemed necessary. The address of the representative office is notified in writing to the administrative authority of that place by the person or persons appointed as representatives by the decision of the board of directors. The representative office is not represented at the general assembly of the association.

Internal Audit of the Association

Article 18-Internal audit in the association can be carried out by the general assembly, the board of directors, or the audit board, or it can be audited by independent audit firms. The fact that an audit has been conducted by the general assembly, the board of directors, or independent audit firms does not relieve the audit board of its obligations.

The association's audit is carried out by the audit board at least once a year. The general assembly or the board of directors may conduct an audit or have an audit conducted by independent audit firms if deemed necessary.

Borrowing Procedures of the Association

Article 19-If necessary to achieve the purpose of the association and to conduct its activities, borrowing can be made by the decision of the board of directors. This borrowing can be in the form of credit for the purchase of goods and services or in cash. However, this borrowing cannot be made in amounts that cannot be covered by the association's sources of income and would cause financial difficulties for the association.

How the Bylaws Will Be Changed

Article 20-Amendment of the bylaws can be made by the decision of the general assembly.

For an amendment to the bylaws to be made at the general assembly, a majority of 2/3 of the members entitled to attend the general assembly is required. If the quorum cannot be reached, there is no need for a quorum at the second meeting. However, the number of members attending this meeting cannot be less than twice the number of members of the management and audit boards.

The required majority for amending the bylaws is 2/3 of the votes of the members entitled to attend the general assembly and cast their votes. The voting on the amendment of the bylaws at the general assembly is conducted openly.

Dissolution of the Association and Liquidation Procedure

Article 21-The general assembly can decide to dissolve the association at any time.

For the dissolution subject to be discussed at the general assembly, a majority of 2/3 of the members entitled to attend the general assembly is required. If the quorum cannot be reached, there is no need for a quorum at the second meeting. However, the number of members attending this meeting cannot be less than twice the number of members of the management and audit boards.

The required majority for the dissolution decision is 2/3 of the votes of the members entitled to attend the general assembly and cast their votes. The voting on the dissolution decision at the general assembly is conducted openly.

Liquidation Procedures

When a decision to dissolve the association is made by the general assembly, the liquidation of the association's money, property, and rights is carried out by the liquidation committee consisting of the last members of the board of directors. These procedures start from the date when the decision on dissolution is taken or when the automatic termination is finalized. During the liquidation period, the phrase "In Liquidation, Industrial Enterprise Association" is used in all transactions in the name of the association.

The liquidation committee is responsible and authorized to complete the procedures for the liquidation of the association's money, property, and rights from start to finish in accordance with the legislation. During the examination, the association's books, receipt documents, expense documents, title deeds, and bank records, as well as other documents, are identified, and the assets and liabilities are recorded in a report. During the liquidation procedures, creditors of the association are called, and if any, the assets are liquidated and paid to the creditors. If the association is a creditor, the receivables are collected. After collecting the receivables and paying off the debts, all remaining money, property, and rights are transferred to the place determined by the general assembly. If the place to be transferred is not determined at the general assembly, it is transferred to the association with the highest number of members in the city where the association is located.

All transactions related to liquidation are shown in the liquidation report, and the liquidation procedures are completed within three months, except for the additional periods granted by the administrative authorities based on a justifiable reason.

After the completion of the liquidation and transfer of the association's money, property, and rights, the situation is notified to the administrative authority of the place where the association is located within seven days in writing by the liquidation committee, and the liquidation report is also attached to this letter.

The last members of the board of directors are responsible for keeping the association's books and documents as members of the liquidation committee. This duty can also be given to a member of the board of directors. The retention period for these books and documents is five years.

Lack of Provision

Article 22-In matters not specified in this bylaw, the provisions regarding associations in the Associations Law, Turkish Civil Code, the Associations Regulation issued with reference to these laws, and other relevant legislation regarding associations are applied.

Temporary Article 1-Until the organs of the association are formed at the first general assembly, the temporary members of the board of directors who will represent the association and carry out the affairs and transactions related to the association are as follows:

The names and titles of the Temporary Board of Directors Members are as follows: Zülal KOÇ Founder Elvan ALKAN Member Halime ANUŞ Member Zuhal AKMEŞE DEMİR Member Seniha SEVİM Member Gülten ARSLAN EKİNCİ Member Leyla ARTUK Member

This bylaw consists of 22 (twenty-two) articles and 1 (one) temporary article.