ARTICLE 1: NAME, HEAD OFFICE, ADDRESS OF THE ASSOCIATION
Name of the Association is Association of Stainless Steel. Head Office of the association is Hamidiye mahallesi cendere caddesi no:85 Vadi Kordon istanbul c blok daire: 57 34403 - Kağıthane - istanbul / TURKEY The association has no branch Office.

ARTICLE 2: OBJECT OF THE ASSOCIATION
Object of the association is to indicate value and importance of stainless steel, arouse interest in this product, develop understanding of stainless steel and its usage and orientate various industrial sector and cause widespread use of it.

ARTICLE 3: WORKING SUBJECTS, WORKING MANNERS AND OPERATING FIELD OF THE ASSOCIATION
In order to achieve its object, the Association:
a) represents Stainless Steel industry against the government and official organizations with respect to the subject related to object of the Association,
b) gives required training and replies to the technical questions concerning Stainless Steel, and thus helps development of specialty and efficiency in the industry;
c) provides, publishes and circulates brochures, catalogues and all kinds of printed materials containing standards and any information about Stainless Steel;
d) organizes seminary, conference, panels etc. that introduces Stainless Steel, displays innovations in the sector and edifies society about new application fields of Stainless Steel, in short, any matters regarding Stainless Steel and informs such organizations to the interested people;
e) dispatches its members to international seminaries, conferences or panels concerning Stainless Steel; invites participants or speakers from abroad to similar organizations it holds;
f) forms working groups under management of people expert in the matter of Stainless Steel;
g) establishes new application fields for Stainless Steel;
h) supports Marketing Projects;
i) acts, if required, together with the organizations bearing same or similar object in the country and exchanges information;
j) deals with international activity or cooperation;
k) creates web site with a view of introducing its own activities, serving to the founding object of the association and help achievement of the association’s activities;
l) leases, purchases real estates to realize object and activities of the association; and engages with disposal of real estates it purchases or other properties (establishment of rights in kind and personal rights, etc.);
m) collects contributions form its own members or third parties and accepts contributions in kind and in cash in order to cover costs associated with services listed above.

ARTICLE 4: MEMBERSHIP CONDITIONS OF THE ASSOCIATION
a) commercial and industrial organizations which have capacity to act and have sale turnover above minimum 5000 tons of stainless steel or real persons who are shareholders or executive offices having capacity to act of such organizations; or
b) Organizations having capacity to act that although they are not commercial or industrial organizations engaging in the Stainless Steel sector, they are directly or indirectly associated with this sector (contribution to development, establishment of this sector) (chamber of architects, etc.) or real persons who are shareholders or executive officers having capacity to act of such organizations; or
c) Real persons who are acquainted with Stainless steel sector and have actually served this sector for minimum 20 years actually by working for an organization, although they are not shareholder or executive officers of such organizations listed above.
For acceptance of members for the association, minimum 4 member of the Board of Directors should vote for it. During the period when temporary Board of Directors takes office, the directors should unanimously accept for acceptance of such membership.
Application to be made in writing is resolved by the Board of Directors of the Association within 30 days and the result is informed in writing to the applicant. The accepted member is registered in a book to be kept for this purpose.

ARTICLE 5: EXPIRATION OF MEMBERSHIP
a) Members may leave membership at any time they desire. They are required to inform the Board of Directors of such request by presenting a petition.
b) Membership of those members who subsequently lose their qualifications for membership shall automatically terminate.
c) Those who act contrary to the By-Laws and object of the Association and those who persistently do not comply with the Board Resolutions are discharged from the Association. Any member thus discharged may raise an objection against this resolution in the next meeting of the General Meeting. The resolution to be taken by the General Meeting shall be final.
Obligations of the persons whose membership comes to an end survive.

ARTICLE 6: BODIES OF THE ASSOCIATION
Bodies of the Association are General Meeting, Board of Directors and Supervisory Board.

ARTICLE 7: FUNCTIONS AND POWERS OF THE GENERAL BOARD
General Meeting is the highest decision-making board of the association, consisting of the members registered with the Associations. The following matters are discussed and resolved by the General Meeting:

a) Selecting the Bodies of the Association;
b) Modifying the Association By-laws;
c) Discussing reports drawn up by the Board of Directors and Supervisory Board; and releasing the Board of Directors and Supervisory Board;
d) Supervising other bodies of the Association and discharge of such bodies on grounds of justifiable reasons;
e) Discussing budget prepared by the Board of Directors and acceptance of the same as it is or by making modification therein;
f) Determining entrance fee and annual fee;
g) Discharging from membership and taking last decision on acceptance for membership;
h) Granting authorization to the Board of Directors with respect to movables and real estate of the Association;
i) Engaging with international activities for the Association and joining or departing as member from associations and organizations abroad;
j) Joining of the association an organization at higher level;
k) Dissolving the Association;
l) Other functions required to be performed by the General Meeting as laid down in the legislation and by-laws of the Association as well as functions not granted to any other body of the Association

ARTICLE 8: MANNER AND TIME OF THE GENERAL MEETING
General Meeting:
a) is ordinarily held in December once in two years;
b) is extraordinarily held when required by the Board of Directors or Supervisory Board or within 30 days upon written request of one fifth of the members of the Association. In order to attend the General Meeting all membership fees should have been paid up completely.
The General Meeting is called by the Board of Directors. If the Board of Directors does not call for General Meeting when it is deemed necessary by the Board of Directors or Supervisory Board or upon written request of one fifth of the members of the Association, the Magistrate, upon application of one of the members, commissions three members to call for the General Meeting.
Resolutions taken by all members without meeting together and resolutions taken by all members of the Association that meet without complying with manner of invitation laid down in the legislation shall be valid. However, taking resolution in this way does not supersede the Ordinary General Meeting.

ARTICLE 9: MANNER OF CALLING GENERAL MEETING
Board of Directors makes list of the members who have right of attending the General Meeting according to the by-laws of the Association. The members having right to attend the General Meeting are called for meeting minimum 15 days beforehand by announcing time, day, place (General Meetings are made at the place where Head Office of the Association is located) and agenda of the meeting or informing them by letter or e-mail. Such invitation shall also indicate time, date and place of the second meeting if the first meeting cannot be made because of lack of majority. Time between the first meeting and second meeting may not be less than 7 days or more than 60 days.
If the meeting is postponed due to any reason except for lack of majority, this matter is informed to the members in compliance with the manner of call for the first meeting. The second meeting should be held not later than 6 months after such postponement date. The members are called again for the second meeting in accordance with the procedures set forth in the first paragraph.
General Meeting may not be postponed more than once.

ARTICLE 10: MEETING QUORUM
General Meeting convenes by attendance of absolute majority of the members entitled to attend the General Meeting and in case of modification of the by-laws and dissolution of the Association, by attendance of two-third of them; in the event that the meeting is postponed due to lack of majority, condition of majority shall not be sought for in the second meeting. However, number of member attending this meeting may not be less than two times whole members of the Board of Directors and Supervisory Board.

ARTICLE 11: MANNER OF MEETING
List of members entitled to attend the General Meeting is made available at the meeting place. Identity cards issued by the Official Authorities of the members to attend the meeting place are controlled by the Board Directors or officers to be commissioned by the Board Director. Members put their signature against their respective names in the list drawn up by the Board of Directors. Those who do not show their identity cards or do not sign the list or are not entitled to attend the General Meeting may not take seat in the General Meeting. Such persons and those who are not members of the Association may observe the General Meeting in a separate place.
If meeting quorum is achieved, this situation is recorded by a statement and the meeting is opened by the Board Chairman or one of the Board Directors to be commissioned by the Board Chairman. In case the meeting quorum cannot be achieved, a statement to this effect is drawn up by the Board of Directors.
After opening, a Chairman and sufficient number of Deputy Board Chairman and Secretary are selected to form the Meeting Council. Management and security of the meeting is for responsibility of the Head of the Meeting Council. With respect to voting to be made for selection of the bodies of the Association, the voting members should show their identity cards to the Meeting Council and put their signatures opposite to their respective names in the list of attendants.
On the items in the agenda may be discussed in the General Meeting. However, matters that one-tenth of the members present in the meeting require to discuss should be included in the agenda. Each member in the General Meeting has right of one vote, the member should use such vote personally. The resolutions in the General Meeting are taken by absolute majority of the members present in the meeting. However, resolutions on modification of the by-laws and on termination of the association are taken by two-third majority of the members present in the meeting. Unless otherwise stated in the by-laws, the matters are taken by open ballot however, secret ballot is possible upon request of one-fifth of the members present in the meeting. The General Meeting is completed by discussing and resolving the matters in the agenda.
The matters discussed and resolutions taken in the meeting are recorded in the minutes and signed by the Head of the Meeting Council and Secretaries. At the end of the meeting, the minutes and other documents are handed over to the Board Chairman. The Board Chairman is responsible for protection of such documents and delivery of it to the newly elected Board Directors within 7 days.
In case administrator is assigned or commissioned as per the Civil Code Article 75 paragraph second, the powers given to the Board of Directors under this article may be performed by such persons.

ARTICLE 12: LACK OF VOTING RIGHT
Hiçbir dernek üyesi, dernek ile kendisi, eşi, üstsoyu ve altsoyu arasındaki bir hukuki işlem veya uyuşmazlık konusunda alınması gereken kararlarda oy kullanmaz. Tüzel kişi adına oy kullanacak kişi hakkında da bu hüküm uygulanır.

ARTICLE 13. CANCELLATION OF RESOLUTIONS
Any member who is present in the meeting and does not vote for Resolutions of the General Meeting taken by violation of the legislation and by-laws may apply Court to request cancellation of such resolution within one month after date of resolution and those who are not present in the meeting may do the same within one month after he/she gets information about the resolution and in any case within three months after date of the resolution.
Action for cancellation of the resolutions taken by other bodies may not be taken unless other ways of supervision are used completely.
Situations when resolutions of the General Meeting are considered void or absolutely null are reserved.

ARTICLE 14: RESULT NOTICE OF THE BOARD MEETING
Result Notice of the General Meeting and attachments thereof which contain original and alternate members selected for the Board of Directors and Supervisory Board ant other bodies are given by the Board Chairman to the Civil Commissioner.

ARTICLE 15: FORMATION OF THE BOARD OF DIRECTORS
Board of Directors is consisted of five original and five alternate members. They are selected by absolute majority of the members present in the General Meeting by secret ballot. Office term of the Board of Directors is 2 years.
In the first meeting upon selection of the Board of directors, it selects one chairman, two deputy chairmen, one secretary general and one secretary. Board of Directors convenes one in a month as a minimum. Call for meeting is made by the Chairman.
In case of vacancy in the position of the original members, the alternate members are called for office. If number of Board directors falls below half the complete number of directors, the General Meeting may be called by the remaining Board Directors or Supervisory Board within one month. In case no call is made, the Magistrate may, upon request of one of the directors, commission three directors to call the General Meeting.
The temporary Board of Directors authorized to conduct operations of the Association and represent it till formation of the bodies of the association it is consisted of the founder members.

ARTICLE 16: FUNCTIONS AND POWERS OF BOARD OF DIRECTORS
Board of Directors is executive and representation body of the Association and it performs this function in compliance with the act and By-Laws of the Association. Function of representation may be assigned to one of the board directors or to a third party.
Board of Directors:
a) implements and executes the resolutions taken by the General Meeting;
b) determines principles of general working order of the Association;
c) calls ordinary and extraordinary General Meetings;
d) prepares budget for the following period and annual report for current period and presents the same to approval of the General Meeting;
e) examines applications for membership and takes resolution on them within 30 days and informs in writing the applicant of the result, discharges members in case of conditions set forth in the By-Laws;
f) performs operations with respect to revenue/cost accounts of the Associations, keeps and maintains membership records and any records and books required by law;
g) provides revenue for the Association and makes collection against receipt;
h) makes any expenditure against receipt;
i) uses powers granted by the General Meeting for any matters in connection with the real estate of the Association;
j) uses other powers granted under by-laws and legislation.

ARTICLE 17: INTERNAL AUDIT OF THE ASSOCIATION AND SUPERVISORY BOARD
Internal audit of the Association is conducted by the Supervisory Board. The Supervisory Board is consisted of three original and three alternate members. They are elected by the General Meeting by secret ballot with absolute majority of the members attended at the meeting. Office term of the Supervisory Board is 2 years.
The Supervisory Board controls once I a year whether the Association acts in line with its objective as well as operating matters set forth in its By-Laws for achievement of such objective, resolutions taken by the General Meeting are executed by the Board of Directors and books, receipt, accounts and records are kept in accordance with the By-Laws of the Association and presents the results to the Board of Directors and General Meeting when it convenes in a report format. It is mandatory that any information, documentation and records should, at request of the members of the Supervisory Board, be shown by the concerned authorities of the Association and their request to have access to the management spaces, attachments and enterprises should be fulfilled. The Supervisory Board may call extraordinary General Meeting when the former deems necessary.

ARTICLE 17: MEMBERSHIP FEES
Entrance fee to be paid by each member is NTL2,000. annual fee (membership fee) is also NTL2,000. The General Meeting may change these amounts.

ARTICLE 18: REVENUES OF THE ASSOCIATION
Revenues of the Associations are shown below:
a) Entrance fee and membership fee;
b) Grants to be made;
c) Revenues obtained as a result of the activities of the Association,
d) Revenues obtained from property of the Association;
e) Grants and contributions collected by laws.

ARTICLE 19: PROCEDURES OF REVENUE AND COSTS
Revenues of the Association are collected against receipt and costs are made by expenditure instrument. Respective provisions of the Regulation of Associations shall apply with respect to matters concerning procedures of revenue and cost.

ARTICLE 20: PRINCIPLES OF BOOKKEEPING
Books of the Association are kept on asis of operating account However, if annual gross revenues of the Association exceeds legal limits, book is kept on balance sheet basis starting from the following fiscal period.

ARTICLE 21: BOOKS TO BE KEPT
Books to be kept on operating account basis and procedures to be observed are described below:
a) Book of Resolution: Resolutions taken by the General Meeting are noted down in this book in order of date and number and the resolutions are undersigned by the members present in the meeting.
b) Member Registration Book: Identity information of persons joining the Association as member is noted down in this book by entrance and exit dates. Entrance and annual membership fees paid by the members may be noted down in these books.
c) Documentation Registry Book: Incoming and outgoing documentation may be noted down in this book. Originals of the incoming documents and copies of the outgoing documents are kept in file. Incoming and outgoing documents received or sent by e-mail are printed out and kept as such.
d) Fixtures Book: Acquisition date and manner of the fixtures owned by the association and places of expense and write-off of those expired their service life are noted down in this book.
e) Book of Operating Account: Revenues obtained and costs made in the name of the Association are clearly and regularly noted down in this book.
f) Receipt instrument registry book: Serial and item numbers of the receipt instruments, name, surname and signatures of the persons that received and returned them and date of receipt and return are noted down in this book.
Respective provisions of the Regulation of Associations shall apply for the books to be kept on Balance Sheet basis and principles to be observed, registry time and fiscal period.

ARTICLE 22: DISSOLUTION AND LIQUIDATION OF THE ASSOCIATION
General Meeting may at any time resolve on dissolution of the Association provided meeting and resolution quorum is observed.

ARTICLE 24: GOING INTO DEBT BY THE ASSOCIATION
The Association may by no means go into debt. The present By-Laws was issued and signed by the promoters written below.

Temporary Board of Directors:

Chairman UFUK LEFLEF	ALP METAL PASL.ÇELİK TİC.VE SAN.A.Ş. -ALTUĞ ALPAGUT-		BORŞEN BORU SAN.VE TİC.LTD.ŞTİ. -FERHAT KETENCİ-
BORUSAN PASL.ÇEL. BORU VE PROFİL SAN.VE TİC. A.Ş. -CÜNEYT İÇEL-		METAL İNOKS PASL. ÇEL. MAM. SAN. VE DIŞ TİC. LTD.ŞTİ. -ERDOĞAN SARITAŞ-	OUTO KUMPU İSTANBUL DIŞ TİC. LTD.ŞTİ. -UĞUR ARPACI-
ÖZTİRYAKİLER MAD. EŞYA SAN.VE TİC.A.Ş. -SAFA CALAYIR-	SARITAŞ ÇELİK SAN.VE TİC.A.Ş. -ERCÜMET SARITAŞ-	SARITAŞ DIŞ TİC. VE PAZARLAMA A.Ş. -SELÇUK SARITAŞ-	SARITAŞ DESTEK HİZ. VE BİLGİ TEKNOLOJİ. LTD.ŞTİ -SELÇUK SARITAŞ-
SOM ÇELİK PASL. ÇEL. TİC.VE SAN.LTD.ŞTİ. -M.SAMİ KİRAZOĞLU- -İSMAİL PARLAR-	TEKNİK METAL END. MALZ.TİC.VE SAN.A.Ş. -ERDEM ŞİRE- -ERDOĞAN ŞİRE-	ENGİN METAL TİC. VE SAN.LTD.ŞTİ. -SÜLEYMAN ENGİN-	ER PASL.METAL SAN. VE TİC.LTD.ŞTİ. -OSMAN GÜNAYDI-
AKIN PASL.SAC SAN. VE TİC. LTD.ŞTİ. -METİN AKIN-	AXİS METAL SAN.LTD.ŞTİ. -ERCAN ÇAYIR-