TÜRGEV

Deed of Foundation

TÜRGEV vakıf senedi

MaddeARTICLE 1

Foundation Name

The name of the foundation is the TURKEY YOUTH AND EDUCATION SERVICE FOUNDATION (TÜRGEV). It was established according to the Turkish Civil Code and has legal personality. The abbreviation FOUNDATION is used in this foundation deed.

MaddeARTICLE 2

The Foundation's Headquarters and Branches

The Foundation's Headquarters is located at Defterdar, Savaklar St. 41-43, 34050, 34692 Eyüpsultan/Istanbul. The open address of the foundation headquarters within the same provincial borders and any subsequent changes at this address shall be reported to the inspection authority. The foundation may open branches and representations within the country or abroad, with the permission of the competent authorities, and the structuring of these organizations shall be decided by the Board of Directors.

MaddeARTICLE 3

Purpose of the Foundation

To contribute to the education, teaching, and development of the youth and children of the world, especially the youth and children of our country, in the fields of material and spiritual, cultural, artistic, literary, scientific, technical, and sports; to raise awareness among young people about the responsibilities they will undertake and to equip them with all the necessary tools they will need to be beneficial to humanity; to engage in activities both domestically and abroad, to provide all necessary material and spiritual support in these matters, and to undertake the necessary initiatives.

MaddeARTICLE 4

Activities the Foundation Can Undertake to Achieve Its Purpose

  1. a)

    The foundation can carry out any activities aimed at achieving its purpose, especially the activities listed below, both domestically and internationally.

  2. b)

    The foundation can acquire all kinds of movable and immovable properties, as well as in-kind and cash, intellectual and industrial rights and receivables from public and private, real and legal persons both domestically and abroad. It can establish economic enterprises that will operate according to ordinary business principles that will generate income for the foundation, and can operate them directly or through a person under supervision; it can accept non-possessory rights of ownership such as easement, usufruct, residence, surface rights, pledge, and mortgage on immovable properties, can borrow, and can show its movable and immovable properties as collateral; it can accept and provide guarantees such as surety, pledge, and other securities; it can establish funds and participate in established funds; the foundation can lend with or without interest to real persons, companies, associations, foundations, or equivalent institutions and organizations both domestically and abroad.

  3. c)

    The foundation, through bequests, other dispositions related to death, or by purchasing, leasing, and other means, shall sell, transfer, and dispose of the property it owns in accordance with its purpose, collect and spend its income and profits, invest to increase the income of one or more real estates related to the foundation's assets, provided that it does not contradict the foundation's purpose and is allocated partially or entirely for that purpose, manage and spend the movable and immovable properties and funds acquired through donations, bequests, or various death-related dispositions. The foundation shall obtain donations and loans from both domestic and international sources to achieve its purpose.

  4. ç)

    The foundation may collaborate individually and/or with public and private institutions, real and legal persons on a national and international scale, both domestically and abroad, support their activities materially and morally, establish commercial partnerships with them, and may establish civil society organizations, social purpose organizations (foundations, associations, platforms, similar organizations and communities regulated by the relevant country's legislation abroad), and may join those that have already been established. It organizes events together with all these organizations and individuals; incurs expenses related to these events. It may make donations, provide financial support, and invest capital. For these and similar purposes, it may send money domestically and abroad.

  5. d)

    To organize international congresses and meetings with established and to-be-established foundations, to establish economic enterprises and companies in line with the foundation's purpose and to participate in those that have already been established, to support their activities materially and spiritually, to establish economic enterprises that will generate income for the Foundation and operate according to ordinary business principles, to manage these directly or through a person under its control; to accept non-possessory rights of ownership such as easement, usufruct, residence, superstructure, lien, mortgage on real estate, to borrow, to show movable and immovable properties as collateral, to provide guarantees and other securities, to establish funds that can assist in the purposes and services.

  6. e)

    The foundation can establish economic enterprises and companies on its own and/or in collaboration with public and private institutions, as well as real and legal persons, both domestically and internationally, and can participate in existing ones.

  7. f)

    Another purpose of the foundation is to open and operate schools, faculties, universities, tutoring centers, courses, dormitories, guesthouses, recreational facilities, and similar places.

  8. g)

    To support and encourage young people in the fields of literature, science, culture, art, and all forms of written, spoken, and visual media by organizing award-winning competitions and preparing educational programs.

  9. h)

    To provide in-kind and cash assistance to the owners of intellectual and artistic works and those who produce them,

  10. i)

    To ensure the positive development of youth; to produce all kinds of media, whether printed or audio-visual. To establish printing houses, video, and cinema centers, to prepare and have prepared or purchase broadcasting programs and materials related to these, and to collaborate with other media and related institutions and organizations.

  11. j)

    To provide scholarships to young people both domestically and internationally in accordance with the foundation's purpose.

  12. k)

    The foundation can provide financial assistance to support the development of young people in line with its purpose, both domestically and abroad. It can also carry out Food Banking activities, providing food, cleaning supplies, clothing, fuel, and other in-kind assistance to students and those in need.

  13. l)

    The foundation can open paid or unpaid centers within the country and abroad where young people can work, rest, engage in purpose-oriented activities, and carry out special studies in selected specific areas. It can also provide the necessary infrastructure support for young people to engage in activities aligned with the foundation's purpose.

  14. m)

    The foundation can provide all kinds of opportunities and support for foreign youth to engage in activities aligned with the foundation's purpose at its centers, branches, and representatives located within or outside the country.

  15. n)

    To ensure the physical and intellectual development of youth, to engage in cultural, artistic, and sporting activities individually or in collaboration with central and local administrations, to organize and promote.

  16. o)

    To establish and operate temporary or periodic educational institutions in accordance with the foundation's purpose, to open supportive tutoring centers, and to engage in necessary activities to establish and operate institutes that provide vocational and academic training courses after university and higher education.

  17. p)

    To protect, research, and identify our historical, cultural, scientific, and artistic works and cultural heritage, and to develop our country's cultural life, to organize seminars, briefings, debates, conferences, and similar meetings and activities, and to participate in organizations; the Foundation may establish, have established, support the establishment of, or participate in activity centers such as museums, art galleries, youth centers, etc.

  18. r)

    To provide material and moral support, encourage, and offer in-kind support to audiovisual, audio, and written media organizations that operate in accordance with the foundation's purpose, as well as to real and legal entities.

  19. s)

    In short, the foundation can carry out all initiatives, savings, acquisitions, and contracts that are deemed useful and necessary for the realization of one or all of its purposes, and can exercise all rights and powers it possesses in accordance with the Turkish Civil Code and other relevant legislation.

MaddeARTICLE 5

Foundation's Assets

The foundation's initial assets are "5,000,000,000 TL" allocated to the foundation by the founders. Income generated from various income-generating activities or through donations is also included in these assets.

MaddeARTICLE 6

Foundation Revenues

  1. a)

    All kinds of donations, whether in-kind, cash, movable, immovable, intellectual, and industrial rights, to be made by domestic and foreign public and private institutions, real and legal persons,

  2. b)

    The income received as fees in return for the operation of facilities directed towards the foundation's purpose, as well as the in-kind and cash revenues generated from these enterprises,

  3. c)

    The revenues from concerts, fashion shows, exhibitions, performances, and all kinds of social organizations organized for the benefit of the foundation,

  4. d)

    Income generated from the leasing, sales, and returns of the foundation's movable and immovable properties.

MaddeARTICLE 7

Use of the Foundation's Income

At least two-thirds of the gross income obtained by the foundation during the year shall be allocated and spent for the purposes of the foundation, while the remaining one-third shall be allocated and spent for management and maintenance expenses and investments that will increase the foundation's income. The amounts that must be allocated and spent for the foundation's purposes cannot be used for any other purpose in any way. However, it is possible for all or part of the amounts allocated for management and maintenance expenses, reserves, and investments that increase the foundation's assets to be spent on services related to the foundation's purposes.

MaddeARTICLE 8

The Foundation's Organs

  1. a)

    Foundation Council

  2. b)

    Board of Directors

  3. c)

    General Directorate of Foundations

  4. d)

    Audit Committee

  5. e)

    Foundation Advisory Board

MaddeARTICLE 9

Foundation Council

The Foundation Council consists of members selected by the decision of the Foundation Council, which is made with a 4/5 majority vote, from among the founding members whose names, surnames, and titles are included in the foundation deed, those who made significant donations to the foundation after its establishment, and individuals who contributed to the realization of the foundation's objectives.

Membership in the Foundation Council ends upon the proposal of the Board of Directors and the decision of the Foundation Council with a 4/5 vote quorum.

MaddeARTICLE 10

Duties and Powers of the Foundation Council

The Foundation Council is the highest advisory and decision-making body of the foundation;

  1. The Board of Directors elects the Chairman of the Board, the Principal and Alternate Members of the Board, and the Principal and Alternate Members of the Audit Committee 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 reports; discharges the members of the Board of Directors and the auditors.
  4. Discusses and decides on the matters presented by the Board of Directors and determines the main principles and rules that will be the basis for the work of the Board of Directors.
  5. Discusses and decides on the changes proposed in the foundation's official deed.
  6. If necessary, it makes changes to the Foundation Deed and decides on the dissolution or liquidation of the Foundation.
MaddeARTICLE 11

Meeting of the Foundation Council

The Foundation Council meets regularly every May. It can always meet extraordinarily at the invitation of the board of directors.

  1. The date, location, time, and agenda of the meeting shall be communicated to the Foundation Council members at least 15 days before the meeting, either by hand against a signature or by sending it to the registered email addresses at the foundation.
  2. If more than half of the members are not present at the first meeting (without the need for further notification), a second meeting will be held at the same place and time 7 days later. At the second meeting, a quorum is not required, and decisions are made by the majority of those present.
  3. A board consisting of a president and two secretaries is elected to preside over the Foundation Council meeting.
  4. Each member has one vote. A member who does not attend the meeting can appoint another Foundation Council member as a proxy in writing. A Foundation Council member can hold the proxy for at most one other Foundation Council member.
  5. In order to make changes to the foundation's official deed, a decision must be made with the votes of 2/3 of the members of the Foundation Council present at the meeting.
  6. The Foundation Council elects the Chairman of the Board of Directors, the members of the Board of Directors, and the members of the Audit Board along with their alternates by a 2/3 majority of the votes of the members attending the meeting.
  7. In cases where special quorum is not required, the Foundation Council makes decisions by simple majority.
MaddeARTICLE 12

Board of Directors, President and Representation

The Foundation Board of Directors consists of nine members selected from among the members of the Foundation Council or from outside. Five alternate members are also selected. The Board of Directors holds its first meeting within 15 days at the latest from the date of the Foundation Council meeting and elects the Vice President and makes other appointments at the first meeting.

In the event of a vacancy due to resignation, death, etc. in the Board of Directors and the Audit Committee, the vacant membership will be filled by the alternate members as determined by the Board of Directors.

The term of office for the members of the Board of Directors is (3) years. The quorum for the Board of Directors meetings is a simple majority.

In the absence of the Chairman of the Board, the Vice Chairman presides over the Board meetings. The Board may grant the authority to make decisions on behalf of the Foundation to the Chairman, Vice Chairman, or the General Manager of the Foundation.

MaddeARTICLE 13

Board of Directors Duties and Powers

  1. a)

    Representing the foundation.

  2. b)

    To decide and execute all the affairs of the Foundation, except for those left to the authority of the Foundation Council,

  3. c)

    To determine the members' dues, to provide income to the Foundation,

  4. d)

    To convene the Foundation Council for its regular meeting every year in May at the appropriate place and to call for an extraordinary meeting of the Foundation Council when deemed necessary.

  5. e)

    To prepare the work programs of the foundation and its affiliated partnerships and enterprises, to provide financial resources for their realization, to secure work and administrative premises, to determine the necessary appointments, duties, authorities, responsibilities, and salaries, and to terminate their relations when necessary,

  6. f)

    To achieve the purpose of the foundation, to acquire and manage all kinds of movable and immovable properties and funds, rights with monetary value, shares and receivables, similar valuable documents, usufruct, habitation or non-possessory rights of ownership, to donate or bequeath the entirety or a part of an asset through other dispositions related to death, or to acquire through purchase or lease, and to accept the necessary transfers for the properties acquired in this way to be transferred to the ownership of the Foundation and to carry out all kinds of private and official transactions.

  7. g)

    To invite the Foundation Council to an extraordinary meeting,

  8. h)

    To provide information and reports to the Foundation Council regarding annual activities, budget, and work programs,

  9. i)

    To make decisions about the Foundation Organization and its personnel, to review and approve the proposals of the Foundation General Manager,

  10. j)

    Preparing the internal regulations that organize the foundation's activities and making the necessary amendments,

  11. k)

    To determine the representatives who will be authorized to sign on behalf of the Foundation in official or private institutions and to establish their levels of authority,

  12. l)

    Proposing necessary amendments to the Foundation's Official Deed to the Foundation Council,

  13. m)

    Establishing close relationships and collaborating with Foundations that engage in activities similar to the purpose of the Foundation,

  14. n)

    To determine and announce the conditions for the admission of students to the school, courses, and similar educational institutions to be established by the foundation,

  15. o)

    To provide scholarships for higher education to graduates of foundation education and training institutions, both domestically and abroad.

  16. p)

    The Board of Directors may delegate authority to certain individuals it deems appropriate for all actions and transactions it will undertake to achieve the foundation's purpose, within certain limits.

  17. r)

    Deciding to establish provincial representatives, appointing and dismissing representatives and their assistants,

  18. s)

    It is the duty and authority of the board of directors to decide on the establishment of the Advisory Board and to appoint and dismiss the members of the Advisory Board.

MaddeARTICLE 14

Board Meeting and Decisions

  1. a)

    The Board of Directors meets at least once a month.

  2. b)

    The meeting agenda is prepared by the Foundation General Directorate and approved by the Board of Directors.

  3. c)

    The Board of Directors meets with a simple majority and decisions are made by the majority of those present at the meeting.

  4. d)

    A member of the Board of Directors who does not attend three consecutive meetings without a reasonable excuse accepted by the Board of Directors shall be considered to have resigned from the Board of Directors.

MaddeARTICLE 15

Appointment of a Deputy

The Board of Directors may appoint one or more of its members or someone from outside as a representative or proxy for the performance of one or several tasks belonging to the Foundation and for the acceptance of conditional or unconditional donations to the Foundation when necessary.

MaddeARTICLE 16

Audit Committee

The Audit Board consists of 3 (three) principal members and 2 (two) substitute members selected by the Foundation Assembly for a term of 3 (three) years, from individuals who are specialized in inspection and oversight services. It is possible to be re-elected at the end of the term. In the event that members of the Audit Board resign from their duties, appointments will be made by the Board of Directors according to the order of substitutes. The members of the Audit Board report the results of their audits of all administrative, operational, and partnership annual accounts and inventories belonging to the Foundation to the Foundation Assembly with a signed report. The Foundation Assembly does not accept and approve the Foundation's accounts without the Audit Board Report. Members of the Audit Board may be paid a fee determined by the Board of Directors. Their legal expenses incurred will be reimbursed.

MaddeARTICLE 17

General Directorate of Foundations

The General Manager of the Foundation can be selected by the Board of Directors from among its own members or from outside. If selected from among the members of the Board, and if they are not a founding member, they must resign from their position on the Board of Directors.

The duties, authorities, and responsibilities of the Foundation's General Manager, as well as the organizational structure of the General Directorate and the positions to be included in it, along with the salary for each position, shall be determined in a guideline prepared by the Board of Directors. The Foundation's General Manager carries out all administrative and executive activities of the Foundation. He/she exercises the authorities delegated by the Board of Directors. He/she performs the tasks assigned to him/her and implements the decisions made. He/she participates in Board of Directors meetings and expresses his/her opinions and views.

MaddeARTICLE 18

Foundation Advisory Board

The Foundation Board of Directors may establish a Consultation Committee to benefit from studies in the subjects and areas it deems necessary. Committee members are selected from individuals who are experts in their field, possess a vision compatible with the foundation's purpose and goals, and are believed to add value to the foundation with their knowledge, experience, and expertise.

The authority to decide on the establishment of the Advisory Board, to appoint members to the Advisory Board, and to dismiss them lies with the board of directors.

The term of office for the individuals appointed to the advisory board is 1 year. However, the Board of Directors has the authority to dismiss them before the term ends.

The Advisory Board can submit a report to the Board of Directors as a recommendation. The evaluation of the submitted report is at the discretion of the Board of Directors.

MaddeARTICLE 19

Provincial Representation

The Board of Directors may decide to establish a provincial representation consisting of a number of people determined according to the province's conditions in the provinces it deems necessary.

The authority to decide on the establishment of provincial representation and to appoint and dismiss the provincial representative and their assistants lies with the Board of Directors.

The term of office for individuals appointed to the provincial representation is 1 year. However, the Board of Directors has the authority to dismiss them before the term ends.

Provincial representatives can be elected from among the Foundation Council members or from outside.

The provincial representative cannot exercise authority beyond the powers granted by the Board of Directors. The duties and powers of the provincial representation are determined by the Board of Directors.

MaddeARTICLE 20

Inspection Authority

The Foundation is subject to the inspection and supervision of the General Directorate of Foundations on behalf of the State.

MaddeARTICLE 21

Account Period

The foundation's accounting operations will be examined starting from JANUARY 01 and closing on DECEMBER 31.

MaddeARTICLE 22

Signature Authority and Authorization

The chairman of the board is authorized to sign on behalf of the foundation. However, the board may delegate the signing authority to the General Manager, members of the Board of Directors, members of the Foundation Assembly, foundation employees, or others, with specific limits determined by the subject, amount, etc., as decided by the board.

The board of directors is fully authorized in representation and liability. Authority can be delegated within certain limits by a decision of the Board of Directors.

MaddeARTICLE 23

Termination of the Foundation

In the event that the foundation needs to be dissolved for any reason, the dissolution shall be decided by the Foundation Assembly upon the proposal of the Board of Directors. In the case of dissolution, the assets of the foundation shall be transferred to another foundation with the same purpose determined by the Foundation Assembly or to an Official Institution.

MaddeARTICLE 24

Founders of the Foundation

The Founders of the Foundation are shown below.

  • Mehmet Mustafa Açıkalın
  • Prof. Dr. Adem Baştürk
  • Necmettin Üçyıldız
  • Ahmet Ergün
  • Dr. Mehmet Hilmi Güler
  • Ali Ibis
  • Dr. Izzet Ozgenc
  • Idris Naim Sahin
MaddeARTICLE 25

Interpretation of the Foundation Deed

The interpretation of any provision written in the Foundation Deed belongs to the Foundation Council, and its decision is final. Apart from this, the relevant legal provisions shall be applied.

MaddeARTICLE 26

TÜRGEV Members of the Assembly

The members of the Türkiye Gençlik ve Eğitime Hizmet Vakfı (TÜRGEV) Assembly are shown below.

  • Ahmet BAYRAKTUTAR
  • Ahmet ERGÜN
  • Ali Kamil GÜZEL
  • Arzu AKALIN
  • Atila KANBUR
  • Ayhan ÖZGÜREL
  • Aysel DEMİREL
  • Ayşe KARDAŞ
  • Ayşen GÜRCAN
  • Burcu BİRİNCİ
  • Bülent TURAN
  • Doruk MALHAN
  • Esra ALBAYRAK
  • Ezgi TURANLI
  • Fatih Sadullah SELMAN
  • Fatma BILIM
  • Fatmanur ALTUN
  • Fehmi BILGE
  • Feride NUR
  • Gülcan GÜMÜŞ
  • Gulsen DEMIRKOL OZER
  • Hafize Şule ALBAYRAK
  • Hakan Mehmet KEKEÇ
  • Halime KÖKÇE
  • Hasan CAN
  • Hatice AKINCI YILMAZ
  • Ibrahim EREN
  • Iffet POLAT
  • Kemal SAYAR
  • Kübra GÜRAN YİĞİTBAŞI
  • Mehmet Fatih KALENDER
  • Melike GÜNYÜZ
  • Mevlüt UYSAL
  • Muradiye ATEŞ
  • Murat ŞEKER
  • Mustafa ATAŞ
  • Mustafa DEMİR
  • Müberra BİNGÖL
  • Necmeddin Bilal ERDOĞAN
  • Osman BOZKURT
  • Omer Faruk YESILYURT
  • Ozgul OZKAN YAVUZ
  • Reyhan ÇITLAK
  • Seda KALYONCU
  • Serhat ALBAYRAK
  • Sibel ERARSLAN
  • Sultan IŞIK ATALAN
  • Tülay KALAV
  • Ümit MERİÇ
  • Yasemin SOLMAZ
  • Zeynep Feyza EKER AYHAN
  • Ziya İLGEN
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