FOUNDATION DEED
NAME OF THE FOUNDATION
ARTICLE 1- The name of the Foundation is TURKIYE GENCLIK VE EGITIME HIZMET VAKFI (TURGEV - TURKEY YOUTH AND EDUCATION SERVICE FOUNDATION). It was established in accordance with the Turkish Civil Code and has legal personality.
The abbreviation FOUNDATION is used in this foundation deed.
HEADQUARTERS AND BRANCHES OF THE FOUNDATION
ARTICLE 2- Headquarters of the Foundation is located at Kucukcamlica Mahallesi, Sehit Ismail Moray Sokak, No: 13 Uskudar-Istanbul address. The full address of the foundation's headquarters within the same provincial borders and any subsequent changes to this address shall be reported to the inspection authority. The Foundation can open branches and representative offices and structure their organizations with the decision of the Board of Directors, provided that the permission of the competent authority is obtained.
PURPOSE OF THE FOUNDATION
ARTICLE 3- To contribute to the education, training and development of all the world's youth and children, particularly the youth and children of the country, in the material, spiritual, cultural, artistic, literary, scientific, technical, and sporting fields; to raise awareness among young people about the responsibilities they will undertake and to equip them with all the necessary skills to be of benefit to humanity, by engaging in activities both domestically and internationally, to provide all necessary material and moral support in these matters and to take the necessary initiatives.
ACTIVITIES THE FOUNDATION CAN UNDERTAKE TO ACHIEVE ITS PURPOSE
ARTICLE 4-
a) The Foundation may carry out any activities necessary to achieve its purpose, both domestically and internationally, including but not limited to the activities listed below.
b) The foundation may acquire all kinds of movable and immovable property, as well as all kinds of real and monetary, intellectual, and industrial rights and receivables from public and private, real and legal persons both domestically and abroad. It may establish economic enterprises that will operate according to normal business principles to generate income for the foundation, and may operate them directly or through a person under its supervision; it may accept, borrow, or pledge movable and immovable property rights such as usufruct, right of use, right of habitation, superstructure, pledge, and mortgage; it may receive and provide sureties, pledges, and other guarantees; it may establish funds and participate in established funds; it may grant or receive loans with or without interest to domestic and international individuals, companies, associations, foundations, or equivalent institutions and organizations.
c) To sell, transfer, or dispose of the assets it acquires through wills, testamentary dispositions, or by purchase, lease, or other means, in accordance with its intended purpose, to collect and spend its income and profits, make investments with the aim of increasing the income of one or more real estate properties belonging to the foundation's assets, to manage, dispose of, and spend movable and immovable properties and funds acquired through donations, wills, or various testamentary dispositions, provided that this does not contradict the foundation's purpose and is partially or wholly allocated to that purpose.
To secure donations and loans from within the country and abroad in order to achieve the foundation's purpose.
ç) The Foundation may act severally and/or cooperate with public and private institutions, real and legal persons at the national and international level, domestically and abroad, it may support their activities financially and morally, establish commercial partnerships with them, establish a non-governmental organisation, social purpose organization (foundation, association, platform, similar organization or community established in accordance with the relevant country's legislation abroad), it may participate in those which was established before. It organizes events with all these institutions and persons; covers the expenses related to these events. It may donate to these institutions and persons, provide financial support, or invest capital. It may send money domestically and abroad for such and similar purposes.
d) To organize international congresses and meetings with established and future foundations, to establish commercial enterprises and companies in line with the foundation's purpose, and to participate in existing ones, to support their activities financially and morally, to establish commercial enterprises that will generate income for the Foundation and operate according to normal business principles, to operate these directly or through a person under their supervision; to accept or borrow non-proprietary rights of immovable property such as easements, usufruct, habitation, surface, pledges, and mortgages, pledge movable and immovable property, provide sureties and other guarantees, establish funds that may assist in its purposes and service subjects.
e) The foundation may establish domestic and international commercial enterprises and companies, either independently and/or in cooperation with public and private institutions, real and legal persons, and may participate in existing ones.
f) Another purpose of the foundation is to open and operate schools, faculties, universities, training centers, courses, dormitories, boarding houses, guesthouses, recreational facilities, and similar places.
g) To support young people in the fields of literature, science, culture, art, and all forms of written, spoken, and visual media to organize award-winning competitions and preparing educational programs for incentive.
h) To provide financial and material assistance to the owners of intellectual and artistic works and to those who produce them.
i) To ensure the positive development of youth; to produce all kinds of media content, whether printed, audio, or visual. To establish printing, video, and cinema centers; to prepare, purchase broadcasting programs and materials related to these or have them produced; and to collaborate with other media and related institutions and organizations.
j) In line with the foundation's purpose, to provide domestic and international scholarships to young people.
k) The foundation may provide domestic and international financial assistance to support the all-round development of young people in accordance with its purpose. By operating a Food Banking business, it may provide students and those in need with food, cleaning supplies, clothing, fuel, and other in-kind assistance.
l) The foundation may open domestic and international paid or free centers where young people can work, rest, engage in purposeful activities, and conduct specialized studies in selected fields, it can provide young people with the necessary infrastructure support to engage in activities aligned with the foundation's goals.
m) The foundation may provide all kinds of opportunities and support to foreigner young people in its domestic or international centers, branches and representative offices, so that they can engage in activities in line with the foundation's goals.
n) To engage in, organize, and encourage cultural, artistic, and sporting activities, either independently or in collaboration with central and local administrative bodies, to promote the physical and intellectual development of young people.
o) To establish and operate temporary or periodic education and training institutions in accordance with the foundation's purpose, and opening training centers to support them, to establish and operate training courses at institutes providing vocational and academic education after university and college.
p) To organize seminars, briefings, debates, conferences, and similar meetings and activities for the purpose of preserving, researching, and identifying our historical, cultural, scientific, and artistic works and cultural heritage, and developing the cultural life of our country, to participate in the organizations; the foundation may establish or participate in activity centers such as museums, art galleries, youth centers, etc. for these purposes, have them established, support the establishment of them.
r) To provide material and moral support to visual, audio, and written media organizations, individuals, and legal entities engaged in activities consistent with the foundation's purpose, to encourage them and provide support in kind.
s) In short, it may exercise all rights and authorities granted to it under the Turkish Civil Code and other relevant legislation to carry out all initiatives, dispositions, acquisitions, contracts, transactions, and commercial activities deemed useful and necessary for the fulfillment of one or all of its objectives.
THE FOUNDATION'S ASSETS
ARTICLE 5- The foundation's establishment asset is "TRY5,000,000,000-," allocated to the foundation by its founders. Income generated from various income-generating activities or through donations is also included in this asset.
INCOME OF THE FOUNDATION
ARTICLE 6-
a) All types of donations, including in-kind, cash, movable, immovable, intellectual, and industrial property rights, made by domestic and foreign public and private institutions, real and legal persons.
b) Fees collected as reimbursement for expenses incurred in the operation of facilities dedicated to the foundation's purpose, and in-kind and cash income generated from these operations,
c) Income from concerts, fashion shows, exhibitions, performances, and all kinds of social events organized for the benefit of the foundation,
d) Income generated from the leasing and sale of the foundation's movable and immovable property, and from the interest and profits on its deposits.
EXPENDITURE OF THE FOUNDATION'S INCOME
ARTICLE 7- At least two-thirds of the gross income earned by the foundation during the year shall be allocated and spent for the purposes of the foundation, and the remaining one-third shall be allocated and spent for administrative and maintenance expenses and investments that will increase the foundation's income. The amounts allocated and spent for the foundation's purposes cannot be used for any other purpose. However, it is possible for all or part of the amounts allocated to management and maintenance expenses and to investments that increase the foundation's assets to be spent on services related to the foundation's purposes.
BODIES OF THE FOUNDATION
ARTICLE 8- Bodies of the Foundation:
a) Foundation Council
b) Board of Directors
c) Foundation General Directorate
d) Supervisory Board
e) Foundation Advisory Board
FOUNDATION COUNCIL
ARTICLE 9- The Foundation Council consists of members elected by a 4/5 majority vote of the Foundation Council, upon the proposal of the Board of Directors, from among the founding members whose names, surnames, and titles are listed in the annex to the Foundation Deed, those who have made significant donations to the foundation after its establishment and those who have provided services for the realization of the foundation's objectives.
Membership in the Foundation Council shall terminate upon the recommendation of the Board of Directors and a decision by the Foundation Council with a 4/5 majority vote.
DUTIES AND POWERS OF THE FOUNDATION COUNCIL
ARTICLE 10- The Foundation Council is the highest advisory and decision body, and;
1) The Board of Directors elects its Chairman, the Permanent and Reserve Members of the Board of Directors, and the Permanent and Reserve Members of the Supervisory Board for a term of three years.
2) Reviews and approves the budget and activity report prepared by the Board of Directors.
3) Reviews the auditor's reports; discharges the members of the Board of Directors and the auditors.
4) Discusses and decides on matters presented by the Board of Directors and determines the main principles and guidelines that will form the basis of the Board of Directors' work.
5) Discusses and decides on the amendments of the Official Foundation Deed.
6) Amends the Foundation Deed if necessary and decides on the dissolution or liquidation of the Foundation.
MEETING OF THE FOUNDATION COUNCIL
ARTICLE 11 - The Foundation Council convenes regularly every year in May. It meets extraordinarily at any time upon the invitation of the board of directors.
1) The date, location, time, as well as agenda of the meeting are communicated to the members of the Foundation Council at least 15 days prior to the meeting, either by hand delivery against signature or by sending it to the email addresses registered with the foundation.
2) If more than half of the members are not present at the first meeting, a second meeting shall be held at the same place and time seven days later (without the need for further notice). A quorum is not required for the second meeting; decisions are made by a majority of those present.
3) A council committee consisting of a chairperson and two secretaries is elected to manage the Foundation Council meeting.
4) Each member has one voting right. A member who doesn't attend the meeting may appoint another Foundation Council member as their proxy in writing. A Foundation Council member may act as proxy for only one Foundation Council member.
5) Amendments to the Foundation's official deed require a decision by a two-thirds majority vote of the Foundation Council members present at the meeting.
6) The Foundation Council elects the Chairperson of the Board of Directors, the members of the Board of Directors and the Supervisory Board, and their substitutes by a two-thirds majority vote of the members attending the meeting.
7) In cases where no particular quorum is required, the Foundation Council shall decide by absolute majority.
BOARD OF DIRECTORS, CHAIRPERSON, AND REPRESENTATION
ARTICLE 12- The Foundation Board of Directors consists of nine members selected from among the members of the Foundation Council or from outside. Five substitute members are also selected. The Board of Directors holds its first meeting within 15 days of the Foundation Council meeting and elects the Vice President and makes other appointments at the first meeting.
In the event of a vacancy on the Board of Directors or the Supervisory Board due to resignation, death, etc., the vacant position shall be filled by the Board of Directors from among the substitute members.
The term of office for members of the Board of Directors is three (3) years. The quorum for the Board of Directors' meetings is absolute majority.
When the Chairman of the Board of Directors is absent, the Vice Chairman presides over Board of Directors meetings. The Board of Directors may grant the President, Vice President, or Foundation General Manager the authority to make dispositions on behalf of the Foundation.
DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS
ARTICLE 13-
a) To represent the Foundation.
b) To decide and execute all matters of the Foundation, except those left under the authority of the Foundation Council,
c) To determine members' dues, to generate income for the Foundation,
d) To call the Foundation Council for its regular meeting in May each year at a suitable location and to convene the Foundation Council for an extraordinary meeting when deemed necessary.
e) To prepare the work programs of the Foundation and its affiliated partnerships and businesses, and to provide financial resources for their realization, to provide work and administrative premises, determining the necessary appointments, duties, powers, responsibilities, and salaries, and to terminate employment where necessary,
f) In order for the foundation's purpose to be achieved, to acquire and dispose of all kinds of movable and immovable property and money, rights with monetary value, shares and promissory notes, similar securities, usufruct, habitation or non-proprietary rights, all or part of an asset through donation, bequest or other testamentary dispositions, or by purchase or lease, and to accept the necessary transfers for the acquisition of such assets into the ownership of the Foundation and to perform all other private and official procedures,
g) To invite the Foundation Council for extraordinary meeting,
h) To provide information and reports to the Foundation Council regarding annual activities, budgets, and work programs,
i) To decide on the Foundation Organization and its staff, to review and approve the proposals of the Foundation General Manager,
j) To prepare the internal bylaws that regulate the Foundation's activities and to make the necessary amendments,
k) To authorize them to represent the Foundation before official or private authorities and to sign on behalf of the Foundation, and to determine their levels of authority,
l) To propose to the Foundation Council any amendments deemed necessary for the Foundation Deed,
m) To establish close relations and cooperate with foundations engaged in activities similar to the Foundation's purpose,
n) To determine and announce the conditions for enrolling students in schools, courses, and similar educational institutions to be opened by the foundation,
o) To provide domestic and international higher education scholarships to graduates of foundation education and training institutions,
p) The Board of Directors may delegate authority to persons it deems appropriate, within certain limits, for all acts and transactions it undertakes to achieve the foundation's purpose.
r) To decide to establish provincial offices, to appoint and dismiss representatives and their assistants,
s) To decide to establish the Foundation Advisory Board and appointing and dismissing its members is the responsibility and authority of the board of directors.
MEETINGS AND DECISIONS OF THE BOARD OF DIRECTORS
ARTICLE 14-
a) The Board of Directors convenes at least once a month.
b) The meeting agenda is prepared by the Foundation General Directorate and approved by the Board of Directors.
c) The Board of Directors convenes with absolute majority and decisions are made by a majority of those present at the meeting.
d) A member of the Board of Directors who fails to attend three consecutive meetings without a reasonable excuse accepted by the Board of Directors shall be deemed to have resigned from the Board of Directors.
PROXY APPOINTMENT
ARTICLE 15- The Board of Directors may, when necessary, appoint one or more of its members a person or persons from outside as representatives or agents to handle one or more matters pertaining to the Foundation and to accept conditional or unconditional donations to the Foundation.
SUPERVISORY BOARD
ARTICLE 16- The Supervisory Board shall consist of three (3) permanent members and two (2) substitute members appointed by the Foundation Council for a term of three (3) years from among persons specializing in inspection and auditing services. It is possible to be re-elected at the end of the term. If members of the Supervisory Board resign from their positions, the Board of Directors shall appoint replacements according to the order of succession. The members of the Supervisory Board audit the annual accounts and inventories of all foundations, businesses, and partnerships belonging to the Foundation and report the results of their audit to the Foundation Council in a signed report. The Foundation Council shall not approve or certify the Foundation's accounts without the Supervisory Board Report. The Board of Directors may award remuneration to the members of the Supervisory Board. Their legal expenses shall be paid to them.
FOUNDATION GENERAL DIRECTORATE
ARTICLE 17- The Foundation General Manager can be selected by the Board of Directors from among its own members or from outside. If elected from among the members of the Board, they shall resign from their position on the Board of Directors if they are not a founding member.
The duties, powers, and responsibilities of the Foundation's General Manager, as well as the structure of the General Management and the positions within it, and the salary for each position, shall be determined in a directive prepared by the Board of Directors. The Foundation's General Manager oversees all administrative and executive activities of the Foundation. Exercises the powers delegated by the Board of Directors. Performs the tasks assigned to them and implements the decisions made. participates in Board of Directors meetings and expresses their views and opinions.
FOUNDATION ADVISORY BOARD
ARTICLE 18- The Foundation Board of Directors may establish an Advisory Board to benefit from its work in the areas and subjects it deems necessary. Board members are selected from individuals who are experts in their field, possess a vision aligned with the foundation's purpose and objectives, and are believed to add value to the foundation through their knowledge, expertise, and experience.
The authority to decide on the establishment of the Advisory Board, to appoint members to the Advisory Board, and to remove members from the Advisory Board rests with the board of directors.
The term of office for individuals appointed to the advisory board is one year. However, the Board of Directors has the authority to remove members from office before the end of their term.
The Advisory Board may submit reports to the Board of Directors in an advisory capacity. The evaluation of the submitted report is within the authority of the board of directors.
PROVINCIAL REPRESENTATIVE OFFICE
ARTICLE 19- The Board of Directors may decide to establish a provincial representative office consisting of a number of persons determined according to the conditions of the province in provinces deemed necessary.
The authority to decide on the establishment of provincial representative offices and to appoint and dismiss provincial representatives and their assistants lies with the Board of Directors.
The term of office for persons appointed as provincial representatives is one year. However, the Board of Directors has the authority to remove members from office before the end of their term.
Provincial representatives may be selected from among the members of the Foundation Council or from outside.
The provincial representative may not exercise authority beyond that granted by the Board of Directors.
The duties and authorities of the provincial representative office are determined by the Board of Directors.
INSPECTION AUTHORITY
ARTICLE 20- The Foundation is subject to inspection and supervision by the General Directorate of Foundations on behalf of the Government.
ACCOUNTING PERIOD
ARTICLE 21- The foundation's financial records are audited starting from January 1st and closing on December 31st.
SIGNING AUTHORITY AND AUTHORIZATION
ARTICLE 22– The chairman of the board of directors is authorized to sign on behalf of the foundation. However, the board of directors may delegate signing authority to the General Manager, members of the Board of Directors, members of the Foundation Council, foundation employees, or others, subject to certain limitations such as subject matter and amount, by resolution.
The board of directors has full authority to represent and bind the company. Authority may be delegated within certain limits by decision of the Board of Directors.
DISSOLUTION OF THE FOUNDATION
ARTICLE 23- If the Foundation needs to be dissolved for any reason, the decision to dissolve shall be made by the Foundation Council upon the recommendation of the Board of Directors. In the event of dissolution, the Foundation's assets shall be transferred to another foundation with the same purpose as determined by the Foundation Council or to an official institution.
FOUNDERS OF THE FOUNDATION-
ARTICLE 24 - The founders of the foundation are listed below.
INTERPRETATION OF THE FOUNDATION DEED
ARTICLE 25- The interpretation of any provision written in the Foundation Deed belongs to the Foundation Council, and its decision is final. In addition, the relevant provisions of the law shall apply.
Turkey Youth and Education Service Foundation (TURGEV)
MEMBERS OF THE FOUNDATION COUNCIL
