“EDUCATION. GERIATRICS, ECOLOGICAL AGRICULTURE, TOURISM FOUNDATION” BOND
NAME OF THE FOUNDATION
Article 1. The name of the foundation is “Education, Geriatrics, Ecological Agriculture, Tourism Foundation”. The shortened name is EGET Foundation. EGET Foundation will be referred to as ‘the Foundation’ for the rest of the articles in this document.
THE HEADQUARTERS OF THE FOUNDATION
Article 2. The headquarters of the Foundation is located in the Muğla province. The address of the Foundation is Ataköy Mahallesi, No:142, Ula/ Muğla. The Foundation can open other branches and agencies, domestically and internationally, after obtaining permission from relevant agencies.
THE OBJECTIVES OF THE FOUNDATION
Article 3. The Foundation is established to bring the following objectives to life:
Article 3.1. To provide scholarships and aid to students
that are struggling financially at any level of education; to serve societies cultural
scientific and social development, and to
establish pre-school, elementary, high school and college level learning institutions. (It is not recommended to alter
this article of the document.)
Artice 3.2. To work on projects that will aid the development of geriatrics.
Article 3.3. To work on projects that will aid the development of organic farming and husbandry, ecological tourism, medical tourism and cultural tourism while putting ecological respect, that has become a necessity in today’s world, at the forefront.
THE ACTIVITIES OF THE FOUNDATION
Article 4. The Foundation engages in the following activities in order to bring the aforementioned purposes to life.
Article 4.1. Cooperates with government and private agencies, establishments, foundations, institutions and similar NPO’s.
Article 4.2. Hosts seminars, assemblies, conferences, panels, exhibitions, expos, summer schools, cultural and professional trips, competitions, etc. both domestically and internationally. Joins expos both domestically and internationally Hosts both long and short-term professional and personal skill courses and certificate and education programs. Releases publications periodically or for an indefinite time period. Host online and in-person educational opportunities on a variety of topics for a variety of levels. By obtaining the necessary permissions, it applies them individually or in cooperation with domestic or foreign institutions and organizations domestically or internationally.
Articele 4.3. Engages in or outsources research to be done in order to better achieve the goals
of the Foundation,both domestically
Article 4.4. Comes up with pilot projects and executes those projects in order to better serve the goals of the Foundation.
Article 4.5. Engages in food banking. Distributes all aid supplied by the Foundation’s own
reservoir or from any other food banks.
STEPS TO ACHIEVE THE GOALS OF THE FOUNDATION
Article 5. In order to achieve the purpose of the foundation, owning and using movable and immovable properties by donation, to purchase and lease in, to sell, transfer and renounce its possessions in accordance with the provisions of the law on foundations, to receive and spend its income; to use one or more immovable property or income included in the assets of the foundation for one or more times in investment, provided that it is not contrary to the objectives and service subjects of the Foundation, to make donations and wills, purchases and other means to manage and save the movable and immovable properties and money; to buy securities and to evaluate and sell them in line with the purpose of the foundation; to cooperate with foundations, real and legal persons in Turkey and abroad, which are engaged in activities similar to the aims of the Foundation; to get help except public institutions and organizations; make deals to provide this assistance; accept the non-property rights of immovable properties such as easement, usufruct, tranquility, superior, pledge, mortgage; use these rights; to obtain all kinds of guarantees, including pledge and mortgage of movable and immovable properties, for contracts to be established with their current or future revenues; accept valid bank guarantees; to borrow when necessary in order to realize the purpose and service issues of the foundation; to give surety, pledge, mortgage and other guarantees;; to earn income from projects and all kinds of works that are and will be carried out in accordance with the purpose and service subjects of the foundation and to establish commercial enterprises and companies that will work according to the ordinary business principles in order to generate income for the foundation; participation in established ones; to operate them directly or by an operator under its control is authorized to make initiative, savings, property acquisition, construction and similar contracts that are deemed useful and necessary for the realization of one or all of the purpose and service subjects of the foundation.as stated in the 48th article of the Turkish Civil Code.
ESTABLISHMENT ASSETS OF THE FOUNDATION
Article 6. The establishment assets of the Foundation are as follows; 125,000 (hundred and twenty five thousand) Turkish liras contributed by one of the founders, Hediye Özlem Uzman and 25,000 (twenty five thousand) Turkish liras contributed by Serdar Safai Özer, for a total of 150,000 (hundred and fifty thousand) Turkish liras, cash.
BODIES OF THE FOUNDATION
Article 7. The Foundation’s bodies are as follows:
Founders Committee, Board of Trustees, Board of Directors, Board of Supervisors.
FOUNDERS COMMITTEE OF THE FOUNDATION
Article 8. Founders Committee is made up of the founders.
As long as the founders are on duty, the decisions of Board of Trustees and Board of Directors will only be accepted once approved by the founders. If the founders cannot reach a consensus, the decision will be made by Hediye Özlem Uzman.
If both are not active, the bodies of the Foundation will enact their own authority.
QUALITY AND FORMATION OF THE BOARD OF TRUSTEES
Article 9. In the case of the termination of duties of both of the members of the Founders Committee, the highest level of decision making and auditing body will become the Board of Trustees. The Board of Trustees, along with the founders, consists of 20 (twenty) members.
Article 9.1. If the number of members decrease, the open positions will be filled by suggestions from the Founders Committee or the Board of Trustees and by the decision of the Board of Trustees.
Article 9.2. On the first meeting of the Board of Trustees, the board selects a Presidents and a Vice President to serve for three years. If one of the Founders Committee wishes to, they can serve as the President of the Board of Trustees indefinitely.
VOTING RIGHTS OF THE BOARD OF TRUSTEES
Article 10. Each member of the Board of Trustees is represented by one vote.
DUTIES AND AUTHORITIES OF THE BOARD OF TRUSTEES
Article 11. The duties and authorities of the Board of Trustees are as follows:
Article 11.1. To elect the Board of Directors, Board of Supervisors and the Advisory Committee.
Article 11.2. To discuss the reports of Board of Directors and Supervisors, discuss the budget and income and expenditure accounts and report back to the Board of Directors.
Article 11.3. In line with the provisions of the relevant legislation, to authorize the Board of Directors to purchase the necessary immovable properties to the Foundation or to sell the existing immovable properties.
Article 11.4. If necessary, to make decisions on articles of the Foundation, not including those that are marked as ‘not recommended to alter’.
Article 11.5. To work on other responsibilities outlined by the duties and the articles of the Foundation.
MEETING TIME AND MAJORITY DECISION OF THE BOARD OF TRUSTEES
Article 12. In general, the Board of Trustees convenes in the months of March and September.
Extraordinary meeting conditions are as follows:
By the decision of the President or the Vice President of the Board of Directors;
By the written application of at least one fourth (1/4) of the Board of Trustees, or/and, by the majority decision of at least two thirds (2/3) of the members of the Board of Supervisors.
The call is made by the President of the Board of Directors or the Vice President in the aforementioned cases, by specifying the place, date, time and agenda, and by sending a registered letter to each member participating in the meeting at least 15 days before the meeting date.
Article 13. For a meeting to take place there needs to be at least one more than half of the members present. If the necessary majority is not met, the meeting will take place in the following week with an absolute majority. This situation is indicated in the first call.
Article 14. Before the meeting, an executive board is selected. This board consists of a president, a vote counter and a secretary.
Article15. The decisions made by the Board of Trustees are counted by the simple majority of the amount of members present. In case of equality, the opinion voted by the chairman is decided.
Article 16. The members of the Board of Trustees can only be represented by another member. One member cannot represent multiple members. If a member does not attend back to back two meetings that member is assumed to have withdrawn from membership.
THE CREATION OF THE BOARD OF DIRECTORS
Article 17. The tenure of the Board of Directors is three years. This board consists of three permanent and three substitute members It is mandatory for the majority of the Board of Directors to be members of the Board of Trustees It is possible to select members outside of the Foundation as long as there is not a majority. If a member leaves their position, for any reason, before their duration has ended, the next member is selected from the substitute members based on their order. The Board of Directors selects their President and Vice President within one week of their inception. If the duration of service for one of the members ends, they can be re-selected to become a member. If the Founders Committee members are present, one of the two can serve as President indefinitely. If neither desires to do so, beginning by Hediye Özlem Uzman they will alternate as president every three years. In this case the number of members do not change.
MEETING PROCEDURES OF THE BOARD OF DIRECTORS
Article 18. The Board of Directors must meet at least once a month by the decision of the President or the Vice President. Geçerli nedeni olmadan arka arkaya üç toplantıya katılmayan üye görevden çekilmiş sayılır. Only two members need be present for the meeting and decisions are made by voter majority. If the votes are equal, the President’s vote is counted as two votes.
DUTIES, AUTHORITIES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS
Article 19. The Board of Directors is the administrative and executive branch of the Foundation. By that the Board of Directors;
Article 19.1. Make all the decisions for the Foundation and execute them.
Article 19.2. In light of general policies determined by the board of Trustees, they make sure that the activities of the Foundation run in an organized and productive fashion. In regards to this, create the internal legislation and present it to the Board of Trustees.
Article 19.3. Work on asset valuation and take steps to obtain new financial resources.
Article 19.4. On behalf of the legal entity of the Foundation, takes necessary initiatives and performs transactions with all real and judicial persons in legal, financial and other matters.
Article 19.5. Appoints a manager to the Foundation on the condition that its duties, powers and responsibilities are clearly determined in advance, may form the General Secretariat of the Foundation or similar auxiliary units, and if necessary, terminate these persons from their duties.
Article19.6. Determines the personnel to be employed in the Foundation, hires these individuals, determines their wages, and terminates their employment if necessary.
Article 19.7. Decides to establish and close branches and representative offices, domestically and internationally, within the framework of the provisions of the relevant legislation, and takes the necessary actions in this regard.
Article19.8. Monitors and controls the accounting affairs of the Foundation. At the end of the accounting period, ensures that the income-expense statement and balance sheets are prepared, sent to the relevant administration and makes necessary announcements.
Article 19.9. Implements the annual budget, determined by the Board of Trustees.
Article 19.10. Carries out the preparatory procedures for the Board of Trustees meetings.
Article 19.11. Releases the Foundation’s activity report for the relevant period at the Board of Trustees meetings.
Article19.12. Performs other duties required by the relevant legislation, the articles of the Foundation and the Foundation’s internal legislation.
REPRESENTATION OF THE FOUNDATION
Article 20. The Foundation is represented and bound by the signatures of two of the members of the Board of Directors..
Article 20.1. In general or in certain situations and subjects, within the framework of the principles and limits to be determined one or more of its members, The Board of Directors may authorize to collect and receive, one or more of its employees, delegations or agents to enter into any contract; to prepare and sign the contract, legal document or bill on behalf and account of the Foundation.
THE QUALIFICATIONS AND RESPONSIBILITIES OF THE ADVISORY COMMITTEE
Article 21. The Advisory Committee consists of representatives of individuals and/or representatives of legal entities who gained a respectable place in non-governmental organizations or higher education institutions or whose competence in the fields of culture and art is recognized; who are beneficial to be in the Foundation with their personalities and elected and will be selected by the Board of Trustees.
Article 22. The Advisory Committee counsels the Board of Trustees.
Article 23. The Advisory Committee gathers upon the invitation of the Board of Trustees or the Board of Directors, when needed.
Article 24. Failure to establish the Advisory Committee or to failure to operate it does not affect the continuity of the Foundation’s work.
FORMATION AND THE QUALIFICATIONS OF THE BOARD OF SUPERVISORS
Article 25. On behalf of the Board of Trustees, the Board of Supervisors carries out all kinds of operations and affairs of the Foundation, and the economic enterprises affiliated with the Foundation, etc. It is a body established to audit the activities and accounts of the Foundation.
Article 26. It consists of two permanent and two substitute members to be elected by and within the Board of Trustees, in addition to one permanent member representing a private audit firm. If the position is vacated for any reason, a substitute member is called for duty. The term of office of the members is one year. It is possible for the member whose term has expired to be re-elected.
MEETING PRINCIPLES, DUTIES AND RESPONSIBILITIES OF THE BOARD OF SUPERVISORS
Article 27. The Supervisory Board, convenes at least once every six months upon the call of the Board of Directors or an official authorized by it, or if deemed necessary by any of the members of the Board of Supervisors. This board can be called for an extraordinary meeting if needed.
Article 28. It audits all the documents, books and documents related to the activities and accounts of the commercial enterprises to be formed by the Foundation and the validity of the decisions of the Board of Trustees and the work and transactions of the Board of Directors.
Article 29. It informs the Board of Directors and Trustees of any deficiencies and defects it observes.
Article 30. .At the end of each calendar year, it prepares a report to the Board of Trustees on the activities and accounts for that year. It presents it to the Board of Directors to be submitted to the Board of Trustees at least 15 (fifteen) days before the Board of Trustees meeting. It must inform the opinions and advice of all members in this report. Bu raporda her bir üyenin görüş ve uyarıları belirtilmek zorundadır.
Article 31. When deemed necessary, it calls the Board of Directors and the Board of Trustees for an extraordinary meeting.
ALLOCATION AND SEPENDING OF THE FOUNDATION’S INCOME
Article 32. At least two thirds of the annual gross income of the Foundation is for the purposes mentioned in article 3.1. The remainder is allocated and spent for other purposes and management and maintenance expenses, as well as for investments that increase the Foundation’s assets.
PROVISIONS FOR SERVICES GIVEN TO THE FOUNDATION
Article 33. The members of the Board of Directors and the Advisory Committee, other than public officials, may be paid honorarium or wages. The amount of this is determined by the Board of Trustees. In the event that no financial compensation is provided, the travel, representation expenses etc. of these members in order to continue the Foundation’s work, are covered by the Foundation. Savings are taken into consideration in determining both material provisions such as honorarium payment or wages and duty expenses.
If there are public officials among the members, no attendance fee will be paid in accordance with the clause (e) of Article 2 of the Law No. 5072 on the Relations of Associations and Foundations with Public Institutions and Organizations.
FOUNDATION ACCOUNTING PERIOD
Article 34. The accounting period the Foundation is one calendar year. However at the inception, the accounting period is from the emergence of the Foundation to December 31st.
MAKING CHANGES TO THE ARTICLES OF THE FOUNDATION
Article 35. Amendments to be made in the articles of the Foundation, except for the articles advised to not be changed, shall be made with the written proposal of at least one-fifth (1/5) of the members of the Board of Trustees and the approval of at least four-fifths (4/5) of the total number of Board of Trustees members along with the approval of both of members of the Founders Committee and the decision of the court.
TERMINATION OF THE FOUNDATION
Article 36. The termination of the Foundation for any reason, can only be done with the written proposal of at least one more than half of the total number of members of the Board of Directors or the Board of Trustees and the approval of at least four-fifths (4/5) of the total number of members of the Board of Trustees, with the approval of both members of the Founders and the decision to be given by the court. In the event of termination of the Foundation for this or any other reason, the remaining property and rights are transferred to another foundation to be determined by the Board of Trustees, provided that they are used for the same purpose, after the debts of the Foundation are met.
Article 37.The Founding members are ………… TC identitiy number Serdar Safai Özer and ………. TC identity number Hediye Özlem Uzman.
MEMBERS OF THE BOARD OF TRUSTEES
Article 38. The members of the Board of Trustees are as follows:
MEMBERS OF THE BOARD OF DIRECTORS
Article 39. To serve for three years after the registration of the Foundation, the members of the Board of Directors are as follows:
President of the Board of Directors – Hediye Özlem Uzman (TC ………..)
Vice President of the Board of Directors – Serdar Safai Özer (TC ……….)
Board of Directors Member – Ali Vuslat Turan (TC ……….)
Board of Directors Member (1. Alternate Member )
Board of Directors Member (2. Alternate Member )
Board of Directors Member (3. Alternate Member )