YÜCEL CULTURAL FOUNDATION OFFICIAL MEMORANDUM
ISTANBUL, 2d CIVIL COURT OF FIRST INSTANCE, 15 JULY 2014 and 2014/280th PRONOUNCEMENT
The name and the head-office of the foundation:
Article 1. The foundation's name is "Yücel Cultural Foundation". Its head-office is at Alemdar Street No: 3 Sultanahmet / Istanbul. In lines with the relevant legislation and by a decision taken by its Board of Directors, the foundation can establish different national and international branches and representative units in order to realize its objectives. Their specific tasks and authority is determined by 'the Board of Directors'.
The objectives of the foundation:
Article 2. To support the corporal and intellectual development of young people and adults in providing them education and serving them to reinforce their cultural developments, and to reinforce the necessary sense of responsibility in order to protect and maintain their merits and beliefs proper to the free and democratic societies. The foundation is established to provide service in the spheres of education, sport and tourism.
The services of the foundation:
Article 3. Yücel Cultural Foundation:
a) Launches educational foundations, the schools at every levels, courses and student dormitories. Organizes national and international seminars, group works, conferences; student and teacher exchange programs;
b) Establishes camping and sport facilities
c) Constructs or makes construct installations via the build-operate-transfer system or through the exchange against real property which can serve to tourism or education in different manners. It cooperates with institutions and companies. It establishes and manages companies in lines with the foundation's objectives. It does any execution and accounting related tasks of these institutions.
The foundation also publishes and distributes any book, journal and brochure which have a cultural value in relation with the above services.
At least 80% the foundation's income, which is part of the general, special and additional tasks and budgets, is spent on the educational, sportive, cultural and tourism-related services that are mentioned above.
d) The students at every level of their education who are having economic difficulties in maintaining their studies are supported in order to satisfy their education, shelter, nourishment and other related needs; to raise their cultural and educational levels; and to support their advanced scientific and technological research specializations through postgraduate studies. The foundation aims at giving merit and talent scholarships. It also aims to cooperate with other national and international institutions providing opportunities to young people.
e) In order to make young people develop their own talents by using the contemporary technologies; become useful to their country and the world, the foundation aims to unite the international youth and make social and cultural activities. The foundation helps them develop their foreign language levels through student exchange programs and by so doing, reinforce their communication with other cultures. To do so, it supports and executes uniting and social-development reinforcing activities such as art, culture, sport and camping.
f) The activities that the foundation organizes are public, and thus, open to everyone's participation.
Article 4. The foundation conducts its activities in lines with the following principles:
A) To develops self-responsibility of young peoples and adults;
1) Raise leaders who are respectful to democratic principles and who perform the leadership tasks positively and productively, as well as develop the talent to be helpful to the elected leader,
2) Raise the attention paid to the different sorts of art and culture; and provide the others opportunity to benefit from these activities,
3) Contribute to develop respectful, honest and fair behavior in the initiatives of young peoples.
B) In order to develop the feeling of public responsibility of young peoples and adults;
1) Strengthen the feeling of duty and service towards the home country and nation,
2) Raise their sensitivity in the public issues and responsibility to contribute to the resolution of these,
3) Provide them the capacity to claim the elimination of the encountered unfair treatment in lines with the legal framework,
4) Develop their talents in order to make them civil, rational persons, non-discriminative on the basis of gender, religion, language and ethnicity, respectful to all cultures, optimistic and supportive of peace. In so doing, the foundation contributes to give them the capacity to construct a free society,
5) Raise the awareness of young peoples on the necessary respect to the environment, technological developments and the protection of natural life and cultural properties.
C) Foundation's legal acts enabling it to achieve its objectives, in lines with the law and regulations, are as follows;
1) It may possess any property, assets and rights via donation, testament and other legal acts. It may sell, transfer, rent and alienate its possessions and receive the increments related to them.
2) It may borrow and loan money. It may buy, sell and pledge every type of rights, real-estate, conveyable and security values, and it may acquire any rights in cash or in kind. It may make any legal acts.
3) In order to realize its objectives it may accept and use real ownership rights such as right of use and residence. Transferable and immovable assets may be put under cover, including the right to take them in pledge. It may accept securities from admissible banks. It can borrow funds when necessary. A part of foundation's wealth may be given in pledge or used as a guarantee.
4) Foundations and other institutions having similar objectives as the foundation can be cooperated and contracted in the lines with the relevant laws and regulations. It may receive help from other institutions except the public institutions; these institutions may become shareholders to the extent that this does not endanger the foundation's survival. It may make investments and establish companies. It engages itself into fundraising activities. The foundation may not use these authorities and incomes for the objectives banned by the Turkish Civil Law.
5) The foundation has nothing to do with politics and cannot be instrumentalized for any political or ideological objectives.
Article 5. The persons having their names later in this document are the founding members of this foundation.
The organs of the foundation are as follows:
Article 6. Plenary Assembly, Board of Directors, Executive Committee, Controllers.
Article 7. The founding members constitute the Plenary Assembly. In case of the dead of the founding members or their wish to stop their function for any reason, they suggest two persons to the president by presenting him their names in a sealed envelope. The Board of Directors presents these two names to the Plenary Assembly where an election takes place. In case one of the founding members dies without informing the director of his suggestions, then the Board of Directors suggests a candidate to the approbation of the Plenary Assembly. If a Plenary Assembly Member is not present for the three consecutive meetings, then his membership is withdrew and the Board of Directors presents a new member to the Plenary Assembly, as described above, for an election during the following meeting of the Plenary Assembly. Maximum 10 persons can be elected as provisionary Plenary Assembly members for three years. These are advised by the Board of Directors for their contributive potentials to the foundation. The Plenary Assembly possesses the authority to take any decisions to the extent that these are not subject to change the general objectives and soul of the foundation.
The responsibilities of the Plenary Assembly:
Article 8. The responsibilities of the Plenary Assembly are as follows:
a) Electing the three controllers and the Board of Directors,
b) Determining and amending the regulations and the guidelines of the foundation and the schools or institutions related to the foundation,
c) Discussing and examining the Control Committee reports and the progress reports prepared by the Board of Directors; deciding to discharge the Board of Directors,
d) Deciding to dissolve the foundation,
e) Buying, selling and hypothecating real-estate in order to realize the foundation's objectives,
f) Deciding the issues transferred by the Board of Directors to the Plenary Assembly,
Plenary Assembly may transfer the authorities to the Board of Directors expressed in the points (b) and (c), if it considers it necessary for the rapid and smooth execution of affairs.
g) Modifying the adjudications in the official memorandum,
h) Deciding the issues transferred by the Board of Directors to the Plenary Assembly; Plenary Assembly can transfer the authorities to the Board of Directors expressed in the points (d) and (e), if it considers it necessary for the rapid and smooth execution of affairs.
Plenary Assembly Meetings:
Article 9. The regular Plenary Assembly Meetings take place each year on a specific date during the period between February and Marc.
Exceptional meetings can be organized with a decision of the Board of Directors, anonymous decision of the controllers or by the written request of the one third of the founding members presented to the director.
Plenary Assembly members are informed of the meeting place, date and agenda at least 10 days on beforehand.
Announcement is made in two ways: by the classified advertisement and registered and reply-paid letter to residency address.
In case the absence is greater than the half of the members during the Plenary Assembly meeting, it will be contented with the participants of the following meeting and the meeting is realized without a quorum.
The second meeting is required to take place at the latest in the following 15 days of the first meeting where the absence level transgressed the threshold.
For the second meeting taking place due to the lack of quorum in the first, the practical information of date, place and hour will not be notified to the members. The Plenary Assembly meetings are leaded by the president or vice-president of the Board of Directors. Two secretaries are chosen among the founding members. In case president and vice president are absent or unwilling to lead the meeting, the president of the Plenary Assembly is determined by election. The meeting results are registered by the presidency in form of a memorandum.
The decisions in the Plenary Assembly are taken by simple majority rule. Both the qualified majority of 2/3 is required, however, for the validity of the decisions affecting the changes made to the official memorandum of the foundation, and a participation of minimum ¾ of members. Without being placed in the agenda of the meeting, no decision can be taken or discussion be made on the subject of amending the official memorandum of the foundation.
When the official referendum of the foundation is modified, the Board of Directors representing the foundation has the authority to follow the necessary procedures at the public notary or proclamation and registration.
The Board of Directors:
Article 10. The Board of Directors is composed of the 9 official and 5 spare members, elected by the Plenary Assembly among its own members every two year. In lines with the election results, the first 9 members according to the numbers of votes in their favor become official members and the following 5 persons spare members. The Board of Directors elects its president, vice-president, secretary and the accountant among its own members.
The tasks and authorities of the Board of Directors:
Article 11. The Board of Directors has the authority on all affairs of the foundation alongside the ones determined by the Plenary Assembly. The task of the Board of Directors is to take every necessary decision and do relevant activities in order to realize foundation's objectives.
The principal tasks of the Board of Directors:
a) The most efficient accumulation of the foundations real capital, taking decisions on the execution of the foundation's immovable and transferable assets,
b) Preparing the budget and prescribing the general decisions on the incomes and expenses in lines with the budgetary guidelines confirmed by the Plenary Assembly,
c) Regulate the hypothec claims and liabilities, demanding a mortgage clearance,
d) Preparing the progress reports, balance sheets and account reports, and to send them with the meeting invitation to the Plenary Assembly members,
e) Summoning the Plenary Assembly to the regular and exceptional meetings,
f) Identifying the foundation's representatives vis-à-vis private and public institutions, identifying the persons with the authority of signature in the foundation's name and determining their degree of authority,
g) Determining the head manager or managers for the administration of the foundation, the regime of employment, the number of employees, their salaries, their functions; regulating the relationships among the organs and for this purpose, discussing and determining the proposed regulations; taking charge of the employee affairs,
h) Building project partnerships with the local, private, national and international institutions in lines with the foundation's objectives and benefiting from the European Union funds alongside the other foreign funds,
i) Organizing economic, cultural, social and sportive activities, camps, establishing institutions and partnerships in lines with the foundation's objectives; opening national and international branches and representations or working platforms. Cooperating with the useful associations and institutions.
The meeting of the Board of Directors:
Article 12. Upon the invitation of its president, the Board of Directors assembles at the latest once per two months. The Executive Committee may invite for an assembly whenever it considers necessary. The members who absented for the three consecutive meetings without a legitimate excuse, or are outside of Istanbul for more than six months or were absent due to another impossibility of performance are considered as having resigned. The Board of Directors can assemble when at least 5 members are present and takes decisions on the basis of the simple majority. Decisions are registered in an inventory approved by the public notary (in written or sealed forms) and they are signed by the participants. It is possible for the non-participants to send a written note and this note is taken into account as a suggestion.
Article 13. In order to execute the Board of Directors' decisions and to decide on the basis of the authority in the relevant aspects assigned by the Board of Directors, the foundation has an Executive Committee composed of four persons. The president of the Board of Directors is at the same time the president of the Executive Committee. The vice-president of the Board of Directors, the general secretary and accountant are the members of the Executive Committee. When the president is absent, the vice-president leads. In the cases of the equality of the votes, the president's vote doubles. The Executive Committee may legally act on the urgent issues because of the time passage between the meetings of the Board of Directors. It bears, however, the responsibility for these acts and is obliged to inform the Board of Directors on its following meeting. The Executive Committee assembles when at least its three members are present and upon the invitation of its president.
The designation and responsibilities of the head manager and managers:
Article 14. With the suggestion of the Executive Committee and upon the decision of the Board of Directors, a head manager and the necessary number of managers and specialists can be designated for the foundation. Head manager and managers are designated by a contract of maximum three years. At the end of this period, the Board of Directors can always renew the contract. The head manager is the highest manager in the foundation and regulates the works of the linked institutions and their managers. (S)he is responsible of the general management. (S)he bears the responsibility for the activities vis-à-vis the Board of Directors.
Responsibilities of the head manager and managers:
Article 15. Head manager and managers are responsible of the management of the foundation and the related institutions in lines with the directives and the program of the Board of Directors. Head manager may participate to the Board of Directors' meetings upon invitation, however, may not vote. The head manager of the foundation systematically prepares, regulates the budget and annual accounts of the foundation and presents to the president of the Board of Directors one month before the Plenary Assembly meeting. The president presents this report to the Board of Directors. The budget will, then, be further refined by the Board of Directors and the annual progress report is presented, with the confirmation of the controllers, to the approbation of the Plenary Assembly.
Article 16. The Plenary Assembly elects three persons among its members. Alongside the controls effected by the General Agency of Foundations, these controllers may also control foundation's book of charges and income, or the receipts that these are based on in any time they desire to do so.
They control whether the expenses are made in lines with the decisions and whether there is no inconvenience in financial acts. They prepare a report of their work and distribute it either directly or alongside the report prepared by the Board of Directors to the Plenary Assembly.
Designation of an Inspector:
Article 17. The Board of Directors may also designate competent inspectors from the outside in order to control their accounts and to receive a report.
Foundation's Starting Funds:
Article 18. Among the different associations which signed this memorandum, Yücel Association allocated 250.000 "Two hundred fifty thousand" Turkish Lira as starting funds. Other associations have liquidated each 250 TL for one time.
Also, the foundation can accept donations in forms of transferable and immovable assets. Conditional donations can be accepted by the decision taken by the Board of Directors. For the real-estate donations, after paying the necessary expenses for tax, maintenance etc. the rest of the income is allocated to the foundation's objectives.
The change of objectives and conditions:
Article 19. In the cases of transformation of the objectives or taking responsibilities endangering them or change of circumstances, the article 80 of the Civil Law is applied.
The Right of Dignity and Payment of Salaries:
Article 20. The right of dignity to be given to the Board of Directors and to controllers is determined for each year by the Plenary Assembly. If a founding member is assigned with a provisory or permanent task by the part of the Board of Directors, the person can be given a salary.
The Loss of Plenary Assembly Membership:
Article 21. The member who have committed an infamous crime, or sentenced to the heavy imprisonment or imprisonment for a period longer than 6 months loses his/her membership status when this becomes a final judgment. The decision on the loss of membership is taken by the Plenary Assembly through secret vote. There is no separate decision necessary for the members standing down from their membership. The members who stepped down or disqualified are not returned their gains and rights, which they have previously transferred to the foundation.
The End of Foundation and its Property Holdings:
Article 22. However it happens, if the realization of the objectives becomes impossible for the foundation or the foundation is somehow repealed, all its possessions are transferred to a different foundation that the Plenary Assembly gives its agreement. The Board of Directors possesses the authority to make the legal succession acts. The foundation's repeal is possible with the proposition of the simple majority of the Board of Directors or Plenary Assembly members and the acceptance of a qualified majority of 2/3 of the members of the Plenary Assembly.