The Articles of Foundation
Article 1: The name of the Foundation is Human Rights and Freedoms and Humanitarian Aid Foundation. In the text of this deed, it will be briefly referred to as 'Foundation'.
Article 2: The Foundation's place of residence is Istanbul and its correspondence address is "Kirmasti Mah. Büyük Karaman Cad. Taylasan Sok. No:3 Fatih/Istanbul".
The correspondence address of the Foundation may be changed by the decision of the board of directors within the settlement area provided that the inspection authority is informed.
PURPOSE OF THE FOUNDATION
Article 3: The purpose of the Foundation is to provide the necessary humanitarian aid to all people who have suffered distress, disaster, war, natural disasters, etc., wherever they are, who have been victimised, injured, maimed, starved or exposed, persecuted, and to take all necessary initiatives to ensure that the fundamental rights and freedoms of these people are not violated, to fight poverty and to carry out education and training activities at all levels in order to raise qualified people.
ACTIVITIES OF THE FOUNDATION
Article 4: In order for the Foundation to realise its objectives;
a- The Foundation makes the necessary organisations to take measures against imminent disaster or war dangers. It cooperates with civil defence organisations. It takes all kinds of measures to prevent damage to those living in the region.
b- The Foundation provides temporary shelter such as food, clothing, blankets and tents in order to meet the urgent needs of people who have lost their homes, dormitories and remain unprotected due to disaster or war.
It places the victims with their relatives or benevolent citizens. It establishes soup kitchens and settlement centres. When necessary, it builds, purchases or rents guesthouses for the accommodation of disaster victims or becomes a partner in facilities established for this purpose. If the Foundation encounters difficulties in delivering the aid in kind to the disaster areas, it provides cash aid to the victims.
c- The Foundation builds, purchases or rents institutions such as dormitories, houses, hostels necessary for the shelter of orphaned children. In order to provide education, it establishes, builds, rents, buys educational institutions such as schools, courses, etc. or ensures that the education of children is carried out in the best way possible by agreeing with existing educational institutions.
d- The Foundation's support for orphaned children continues until they are able to stand on their own. If necessary, it supports them to start a business or helps them to settle in a job.
e- Since every person who has not received a good education and upbringing will be in need of help, the Foundation contributes to the education and training of all young people. It supports them with scholarships, in-kind aid and supportive courses to the extent of its possibilities. The right to benefit from the Foundation's facilities primarily belongs to those who have been subjected to disasters in our country or abroad or their children. However, young people who are intelligent but whose means are not sufficient for their own education are also benefited from the institutions or aids in the field of education.
f- The Foundation may acquire real estate, construct or lease buildings or facilities for all these activities. It may establish and operate kindergartens, secondary schools, institutions providing education at undergraduate or graduate level. It may also establish and operate shelters, shelters, guesthouses, dormitories, hostels and recreational facilities, sports facilities. It establishes and operates all kinds of libraries, masjids, laboratories, nursing homes, hospitals, clinics, etc.
g- The conditions of benefiting from the institutions owned, partnered or operated by the Foundation and the principles to be followed by the beneficiaries shall be determined by the board of trustees or the board of directors appointed by the board of trustees, collectively or separately for each institution. Those who do not comply with these regulations shall be disassociated from the Foundation.
h- The Foundation shall make audio or video broadcasts, organise rallies and demonstrations, organise sports events, competitions, auctions, commemorative nights and concerts in order to promote the persecuted people in the world and provide the necessary support.
i- The Foundation carries out all kinds of commercial, industrial, cultural and agricultural activities in order to develop its assets. It organises concerts, panels, competitions, raffles, charity meetings, auctions. It establishes enterprises, purchases or becomes a partner in established ones.
j- If the Foundation obtains the necessary permissions under the law, it cooperates with associations, organisations, foundations, etc. operating for similar purposes in Turkey or abroad, becomes a member, supports their institutional development or receives support.
k- The Foundation opens educational and training institutions at all levels (primary education, colleges, universities, universities, institutes, courses, dormitories, libraries, scientific research-development and documentation centres) and opens social, cultural and sports facilities and centres upon obtaining the necessary permissions within the scope of the relevant legislation.
ASSETS OF THE FOUNDATION
Article 5: The assets of the Foundation consist of a total of 15.500 German Marks donated by the members of the board of trustees whose names are written at the end of the foundation deed and all kinds of in-kind and cash donations to be made by real or legal persons and the income to be obtained from its activities.
INCOME OF THE FOUNDATION
Article 6: Except for the assets specified in Article 5 of the foundation deed;
a- All kinds of movable, immovable, in-kind and in-cash donations and usufruct certificates, coupons, etc. of domestic or foreign companies,
b- Revenues to be obtained from the institutions to be established, partnered or operated by the Foundation, from the activities such as exhibitions, panels, concerts, raffles, auctions, etc. to be organised by the Foundation, and revenues to be obtained from the operation of the assets of the Foundation.
THE WORKS AND TRANSACTIONS THAT THE FOUNDATION MAY PERFORM IN ORDER TO REALISE ITS PURPOSE
Article 7: In order to achieve its objectives, the foundation may, except for legal limitations, own and use movable and immovable property, the amount and value of which are not restricted, by donation, bequest, purchase and lease; to sell, transfer and assign what it owns in accordance with the provisions of the law on foundations, to receive and spend its revenues, to use one or more immovable properties or revenues that enter the assets of the foundation in one or more investments, to manage and dispose of the movable and immovable properties and money it has acquired through donations and bequests, purchases and other means provided that they are not contrary to the foundation's purpose and service subjects, to receive securities and to evaluate and sell them in line with the purpose of the foundation; to cooperate with foundations, real persons and legal entities in Turkey and abroad with legal permission, to receive aid from those other than public institutions and organisations, to enter into agreements to provide such aid, to grant easement, usufruct, usufruct, residence, top, pledge of immovable properties, To accept real rights in rem other than property such as mortgages, to use these rights, to take all kinds of guarantees including pledges and mortgages of movable and immovable properties for the contracts it will establish with its current or future revenues, to accept valid bank sureties, to borrow money when necessary to realise the purpose and service subjects of the foundation, To provide sureties, pledges, mortgages and other guarantees, to generate income from the projects and all kinds of works carried out and to be carried out in accordance with the purpose and service subjects of the foundation and to establish economic enterprises and partnerships that will operate according to ordinary business principles in order to provide income to the foundation, to participate in the established ones, to operate them directly or to have them operated by an operator under its control, to make initiatives, savings, property acquisition, construction and similar contracts deemed useful and necessary for the realisation of one or all of the purpose and service subjects of the foundation, as stated in Article 48 of the Turkish Civil Code. As stated in Article 48 of the Turkish Civil Code, the Foundation is authorised and permitted.
The Foundation may not use these powers and revenues for purposes prohibited by the Turkish Civil Code.
ORGANS OF THE FOUNDATION
Article 8: Organs of the Foundation;
Board of Trustees,
Board of Directors,
High Advisory Council.
BOARD OF TRUSTEES
Article 9: The board of trustees of the Foundation consists of real and legal persons and legal entities formed as of 02/08/2018 and whose names appear at the end of this article.
A- DUTIES AND POWERS
It elects the members of the Board of Directors and the Board of Auditors and replaces them when necessary.
Decides on amendments to the foundation deed and the termination of the foundation.
Decides on the regulations related to the Foundation.
Determines the general policies regarding the activities of the Foundation.
It elects a chairman and a vice-chairman from among its members for a period of four years.
It determines whether the members of the Foundation's Board of Directors and Supervisory Board will be paid an attendance fee, and if so, the amount.
The membership status of members who do not attend the Board of Trustees meeting twice in a row without an excuse is brought to the agenda at the Board of Trustees meeting.
B- MEETING AND DECISION QUORUM
It convenes every two years in April upon the invitation of the Board of Directors.
It convenes its extraordinary meetings upon the written request of the Chairman, the Board of Directors, the Audit Board or 1/3 of the number of members.
It holds its meetings under the chairmanship of the Chairman or, if he is absent, his deputy.
The Board of Directors manages the meeting secretariat.
Meeting invitations are made to the members by registered letter and the communication tools of the day (e-mail, sms, mail, etc.).
A member may represent only one member by written proxy at the meetings.
Meeting quorum is one more than half of the number of members. If the quorum is not met in the first meeting, the quorum is not sought in the second meeting. Meeting quorum cannot be less than 1/3 of the number of members.
The decision quorum is one more than half of the members attending the meeting. However, the decision quorum for the election of new members to the Board of Trustees and amendments to the Foundation's articles of association is 2/3 of the number of members.
Members of the Board of Trustees; Fehmi Yıldırım, Hüseyin Oruç, Murat Yılmaz, Yavuz Dede, Osman Atalay, Muhammet Hanefi Kutluoğlu, Ali Yandır, Yusuf Şahin, Emin Şen, Murat Yaşa, Bülent Alan, Hakan Albayrak, Hayrettin Şahin, Zeyd Aslan, Hacı Ali Aydın, Yaşar Kutluay, Durmuş Aydın, Mehmet Çelik, Orhan Şefik, İzzet Şahin, Yusuf Bilgin, Dilaver Kutluay. This number may be increased with the members to be recruited by the decision of the Board of Trustees.
BOARD OF DIRECTORS
Article 10: The Board of Directors is the administrative and executive body of the Foundation.
The Board of Directors of the Foundation shall consist of at least 3 (three) full members and 2 (two) substitute members elected by the Board of Trustees for a period of two years and the number of members deemed appropriate by the Board of Trustees. It allocates duties among itself. Substitute members take office in order to complete the term of the vacant member.
B-DUTIES, POWERS AND RESPONSIBILITIES
It takes and implements all kinds of decisions in line with the purpose of the Foundation.
Carries out all kinds of business and transactions of the Foundation in accordance with the legislation.
It prepares internal legislation and regulations related to the Foundation and submits them to the approval of the Board of Trustees.
Represent and bind the Foundation.
Appoints a director to the Foundation, establishes the General Secretariat of the Foundation or similar auxiliary units, and terminates their duties when necessary, provided that their duties, powers and responsibilities are clearly determined in advance.
It follows and controls the accounting transactions of the Foundation, prepares and announces the income-expense statements and balance sheets at the end of the accounting period and sends them to the relevant administration.
Carries out other duties required by the relevant legislation, the Foundation Deed and the Internal Legislation of the Foundation.
It takes necessary initiatives with all real and legal persons on legal, financial and other issues in order to evaluate the assets of the Foundation and to provide new financial resources, and carries out all the works and transactions specified in the seventh article of the Foundation Deed.
Within the framework of the provisions of the relevant legislation, it decides on the opening and closing of branches and representative offices in and outside the country, and takes the necessary actions in this regard.
Carries out the preparatory procedures for the meetings of the Board of Trustees.
At the meetings of the Board of Trustees, it submits the activity report of the Foundation for the relevant periods to the Board of Trustees.
It establishes commissions in case of need related to the fields of activity of the Foundation.
Establishes an internal control and compliance unit to supervise the compliance of the Foundation's business and transactions with the general legislation and internal legislation provisions, and determines the working areas, procedures and principles of the said unit.
It establishes a unit to carry out the Foundation's personnel affairs and transactions, prepares regulations on working procedures and principles, and establishes a disciplinary board for transactions related to possible disciplinary misconduct.
AMENDMENT TO FOUNDATION DEED
Article 11: Any amendment to the foundation deed may be made by a decision of 2/3 of the number of members of the board of trustees and by fulfilling the legal requirements.
TERMINATION OF THE FOUNDATION
Article 12: If the realisation of the purpose of the Foundation becomes impossible, the Board of Trustees shall be called to a meeting by the Chairman or any member. The situation of the foundation is discussed at the meeting. In order to decide on the dissolution of the foundation, the entire Board of Trustees must vote in favour of dissolution. In the dissolution decision, the Board of Trustees shall also decide on who will inherit the existing foundation properties.
Article 13: The Board of Auditors shall consist of 3 (three) full and 2 (two) substitute members to be elected by the Board of Trustees for a term of two years from within the Board of Trustees or from outside without constituting a majority.
The Board of Auditors, on behalf of the Board of Trustees, carries out all kinds of examinations, researches and audits of the activities and operations of the Foundation and submits its reports to the Chairman of the Board of Trustees at least 15 (fifteen) days before the meeting of the Board of Trustees.
If deemed necessary, the Auditing Board may have the activities and accounts audited by Independent Audit Institutions.
HIGH ADVISORY COUNCIL
Article 14: The High Advisory Council is the advisory body of the Foundation and is formed by the Board of Trustees upon the recommendation of the Board of Directors from among persons who have carried out outstanding research and studies in their fields and among persons who have served as members of the Board of Directors and the Audit Board of the Foundation and who have made material and moral contributions to the Foundation.
ALLOCATION AND EXPENDITURE OF FOUNDATION REVENUES
Article 15: 20% of the revenues to be obtained by the foundation management within the year shall be allocated and spent for management and management expenses, reserves and investments that will increase the assets of the foundation; the remaining 80% shall be allocated and spent in line with the foundation's purposes and services.