SEMRA and ENVER YUCEL FOUNDATION

OFFICIAL DOCUMENT

 

Name of the Foundation :

ARTICLE 1 – The name of the foundation is " SEMRA and ENVER YÜCEL FOUNDATION (SEY FOUNDATION )". It will be referred to as the foundation in this official document.

Foundation Headquarters :

ARTICLE 2 – The foundation’s headquarters is located at the address “Abbasağa Mah. Ihlamur Yıldız Cad. No: 8/A 9th floor Beşiktaş İstanbul”. In case the headquarters moves to another address within the same city centre, it is not necessary to make any changes to the foundation’s official deed, it is sufficient to inform the relevant authorities.

Branches and representative offices may be opened and facilities may be established domestically or abroad, provided that the necessary legal permits are obtained from the competent authorities and by decision of the Board of Directors. All principles regarding their activities are prepared by the Board of Directors.

Assets of the Foundation

ARTICLE 3: Assets of the Foundation 80,000 TL It consists of cash and donations to be made to the foundation in the future. The Foundation increases the assets of this establishment with donations in accordance with the legislation and other than this, with all kinds of industrial, commercial and legal opportunities and donations and takes measures to protect the value of its assets.

Acceptance of Donations to the Foundation

ARTICLE 4: By the Foundation,

1. Movable and immovable assets and rights to be donated by real or legal persons, either directly or through wills, in the country or abroad.
2. Donations that do not contradict the purpose of the foundation and are made on the condition that a specific service is provided,
3. Unconditional donations of movable or immovable property, subject to death or not, in line with the purpose of the foundation, as well as shares, bonds and dividend shares of domestic and foreign companies,
4. Income from interest, dividends and revenues obtained from movable or immovable property purchases and sales,
5. Income from usufruct rights allocated or to be allocated to the foundation,
6. The movable, immovable, valuable and rights donated by real or legal persons through wills are accepted by the decision of the Board of Directors.

Donations can be made unconditionally or conditionally. Unconditional donations are recorded as income to the Foundation and are used or spent by the decision of the Board of Directors according to the nature of the donated economic value and the current need.

Conditional donations can only be used in line with the donor's wishes. However, in order for conditional donations to be accepted, existing conditions or obligations must not conflict with the purpose of the Foundation.

                                                                                                                           

The Foundation may receive and/or make donations, in-kind and cash aid from individuals, institutions and organizations at home and abroad in accordance with the legislation. Cash aid and donations received and/or made from abroad are made through banks.

Purpose and Activities of the Foundation

ARTICLE 5:

A- PURPOSE: The main purpose of the foundation is to carry out activities in the fields of education and health at all levels in the country and abroad, to work to provide services in the fields of education, science, technology, social, culture and health, to take initiatives and work to ensure equal opportunities in education, to ensure that young people and people of all age groups benefit from educational opportunities, to work to increase and encourage entrepreneurship of young people and people of all age groups.

B-ACTIVITIES:

The Foundation may engage in the following activities to achieve its objectives as stated in its purpose article. The income obtained from these activities will be used to achieve the purpose of the Foundation again. The Foundation,

1. It opens higher education institutions and their affiliated units as well as centers for application, research and knowledge production.
2. It works for the development of education, culture and art. It conducts scientific studies and research, publishes, and organizes seminars and scientific meetings.
3. It establishes centers affiliated to itself in order to conduct studies and research at an international level and to cooperate with international organizations that share the same purpose, aiming at the development of the country in social and economic areas, increasing production efficiency, and developing in the fields of science, culture and art. Matters regarding the operation, management and supervision of these centers are specified in the regulations to be adopted by the Board of Directors.
4. It publishes brochures, bulletins, video tapes, films, magazines, newspapers, catalogues, books and textbooks on service subjects with the permission of the competent authorities, organizes conferences, panels, symposiums, panel discussions, forms, exhibitions, summer camps and schools, festivals, competitions, award ceremonies, trips and scientific meetings.
5. In order to realize the purpose of this foundation charter, it will carry out relevant studies in connection with the foundation and open secondary and higher education institutions and private educational institutions, and support the studies and research projects of these institutions, and use the income obtained from these institutions again in line with the foundation's purposes, provided that it carries out relevant studies in connection with the foundation and uses the income obtained from these institutions in line with the foundation's purposes.
6. It supports studies in the fields of Literature, Theatre, Cinema and Music, and organizes award-winning competitions to encourage our writers and artists.

                                                                                                                              

 

 

7. It provides scholarships and/or dormitories to students, and awards to those who are highly successful. The foundation provides scholarships and/or accommodation opportunities to students who are deemed suitable by the foundation at all levels, provides one-time or short-term cash and in-kind aid to these students, provides opportunities for advanced language education, helps institutions that provide students with accommodation, nutrition, reading and research opportunities free of charge, provides incentive awards or awards that will contribute to the education, science, culture, economy and social life of students. The procedures and principles to be followed regarding the in-kind and/or cash aid to be provided to students by the foundation will be determined by the implementation regulation later on. It does not contradict the foundation's founding purposes if the students who will benefit from the foundation's opportunities are from schools founded and/or owned by persons in the foundation's organs.
8. It organizes seminars and scientific meetings and cooperates with various institutions to train individuals who are committed to the fundamental principles and values ​​of the Republic and who have the ability to examine and research.
9. It supports various units of educational institutions at all levels and their educational and research projects in various fields. It organizes competitions and publishes research results.
10. It re-acquires properties with its income or through donations or bequests. It carries out all kinds of initiatives and dispositions to increase the foundation's properties and profits with the income from the foundation's properties.
11. It establishes, equips and operates health facilities in places and forms deemed appropriate, and contributes to the health facilities that have been established or will be established.
12. It encourages the research projects of talented young people and scientists studying in educational institutions of all degrees and types in our country or in other countries, supports them financially and morally, provides financial assistance to enable them to participate in congresses, symposiums and meetings held at home and abroad, and cooperates with research institutions when necessary.
13. It organizes various education and health projects and contributes to the unity and solidarity of people and societies in our country and other countries and to their development in the fields of education, social, cultural and health by organizing trips, conferences, courses, exhibitions and other similar activities.
14. It provides humanitarian aid in natural disasters and emergencies, and works to meet people's food, clothing and cash needs.

 

ARTICLE 6: Honorary Presidency

The Foundation benefits from the knowledge, skills and experience of the Honorary President for the Foundation's activities and services at the highest level. The Honorary President monitors the Foundation's work and makes recommendations. The recommendations of the Honorary President are taken into consideration by the Foundation with the utmost care and attention possible. The Honorary President is not the foundation's decision-making or executive body.

Honorary Member of the Foundation

ARTICLE 7- The title of “Honorary Member of the Foundation” may be given to individuals who have made significant contributions and services to the Foundation’s objectives, upon the proposal of the Board of Directors and the decision of the Board of Trustees.

                                                                                                                   

 

GOVERNING PROVISIONS

 

Organs of the Foundation

ARTICLE 8: The organs of the Foundation are as follows.

 

1. Board of Trustees
2. Board of Directors
3. Board of Auditors

Board of Trustees :

ARTICLE 9 – The first Board of Trustees consists of the founders of the foundation.

Natural person members of the Board of Trustees are registered on the condition that they have life and civil capacity; legal person members continue their membership until their legal personality ends.

The legal entity member of the Board of Trustees shall have himself/herself represented by a representative he/she chooses through a decision of the Board of Directors. The term of representation of the representative to be chosen shall be determined by the legal entity member for the period he/she wishes.

The real person members of the Board of Trustees, on the date they start their duties, determine the names of 2 (two) persons they want to take their places after them and submit them to the Board of Trustees as a list in a sealed envelope. In case of death, loss of civil capacity or resignation, the membership of the Board of Trustees is offered to the persons determined by that member in the order on the list. The real persons members of the Board of Trustees may change the names they have determined at any time.

If the real person members of the Board of Trustees do not nominate candidates or if the candidates do not accept the position, one of the heirs of the member whose membership has ended is elected to the vacant position upon the proposal of the Board of Directors and the decision of the Board of Trustees. If the member has no heirs, it is also possible to elect an external member using the same procedure.

In the event that the membership of a legal entity member of the Board of Trustees expires, the replacement member is elected upon the proposal of the Board of Directors and the decision of the Board of Trustees.

 

Duties and Powers of the Board of Trustees :

ARTICLE 10 – Board of Trustees,

1. Takes all kinds of decisions regarding the Foundation, especially the purpose and service issues of the Foundation, in accordance with the provisions of the legal legislation, especially the Constitution and laws, and this official document.
2. It determines the members of the Foundation Board of Trustees and takes the necessary decisions in case they act contrary to the foundation's purpose and service issues and exhibit attitudes and behaviors that will cause public opinion at home and abroad,

3. Elects the members of the Foundation's Board of Directors and the Board of Auditors and appoints someone else to replace the members who become vacant; dismisses the members of the Board of Auditors when grounds for dismissal occur,
4. Takes decisions on the assets of the foundation and determines and assigns the financial and administrative authorities of the board of directors, especially in this regard,
5. It decides on the amendment of the foundation's official charter and accepts the foundation's internal legislation drafts as is or with amendments,
6. Approves the board of directors' work report and balance sheet as is or by making changes and discharges the board of directors, Approves the board of directors' work program and budget for the following year as is or by making changes,
7. Determines general policies regarding the foundation's activities and fulfills other duties required by law and other legal regulations based on it,
8. Determines whether or not the members of the Board of Auditors, other than public officials, will be paid an attendance fee, and if so, the amount thereof.
9. It decides on the proposals for the award of the Honorary Membership Title,
10. When necessary, decides on the termination of the foundation.

Time of Meeting of the Board of Trustees , Quorum for Meeting and Decision:

ARTICLE 11 –

The first meeting of the Board of Trustees shall be held within one month following the registration of the foundation. Subsequent meetings shall be held in February each year to discuss the approval of the balance sheet and activity reports; and in November each year to discuss the approval of the budget and activity reports. The Board of Trustees may hold extraordinary meetings when necessary. The place, date, time and agenda of the meeting shall be notified to the members at least 7 (seven) days before the meeting date by signature or by registered mail.

The quorum for the Board of Trustees meeting is the absolute majority. If the quorum is not reached, the meeting will be held one week later on the same day and at the same time, at the same place. Decisions are made by the absolute majority of the total number of members attending the meeting.

The meeting preparations are carried out by the board of directors and the meetings are conducted by a board chairman to be determined at the meeting. However, the chairman of the board of trustees may assume the chairmanship of the board at the meetings if he/she wishes. An agenda is determined by the board of directors and, depending on the location of the meeting, the working report, balance sheet and auditor reports or the working program and budget are sent to the members together with the agenda by personal notification or registered mail at least 7 days before the meeting date. The agenda is read at the meeting and only the agenda can be added to the meeting upon the request of at least two of the meeting participants. This agenda addition cannot include requests for changes in the deed, increase in appropriations, elections, termination and liquidation of the foundation.

                                                                                                                              

The Board of Trustees may meet extraordinarily with a specific agenda upon the written request of one of its members. In extraordinarily meetings, no additions can be made to the agenda, even if unanimously.

A member who cannot attend the meeting may appoint another member of the Board of Trustees as his/her proxy. A member cannot be appointed as the proxy of more than one member. All decisions taken are recorded in the notarized decision book and signed by those present at the meeting.

Board of Directors:

ARTICLE 12 – The Board of Directors is the management, representation and executive body of the foundation.

The Board of Directors consists of 5 (five) members in total, including the members of the Board of Trustees and 2 (two) full members and 2 substitute members elected from outside by the Board of Trustees. Except for the members who are members of the Board of Trustees, the members elected from outside are elected for a period of 2 (two) years. It is possible to take office again at the end of the term.

The Board of Directors elects a president and a vice president from among its members at its first meeting. The president and vice president are elected for a term of 2 (two) years. The vice president exercises the powers of the president in his absence.

If, for any reason, there is a vacancy on the Board of Directors, the Chairman of the Board of Directors will appoint an alternate member until the date of the decision to appoint a new member by the Board of Trustees.

The duties of the Board members are voluntary. Members do not receive any financial benefit from the Foundation, directly or indirectly.

The Board of Directors meets at least once a month. The quorum for the meeting is the absolute majority. Decisions are made by the absolute majority of those present. The decisions are written in the Notarized Decision Book and signed.

Duties, Powers and Responsibilities of the Board of Directors :

ARTICLE 13 – The Board of Directors is the highest administrative and executive body of the Foundation. The Board of Directors,

1. The Board of Trustees prepares its regular meetings, determines the agenda, and notifies the meeting place, date, time and agenda at least 7 (seven) days before the meeting date by signature or by registered letter to the members.
2. Implement the budget approved by the Board of Trustees and keep the official records of the foundation,
3. Prepares the foundation's official charter amendments and other necessary internal legislation studies and submits them to the approval of the Board of Trustees,

                                                                                                                            

4. It decides on the opening of representative offices and branches in the country and abroad in accordance with the current legislation and their closure when necessary, and also establishes commissions, boards or committees to realize the foundation's purpose, assigns consultants, determines their working conditions and terminates their duties when necessary.
5. It takes every initiative to ensure that the Foundation achieves its purpose, and cooperates with similar foundations, associations and organizations in the country and, provided that it complies with the law, abroad.
6. Elects the members of the High Advisory Board,
7. The High Advisory Board prepares its regular meetings, determines the agenda, and notifies the meeting place, date, time and agenda at least 7 (seven) days before the meeting, either by signature or by registered letter to the members.
8. Assigns the director and other personnel related to the foundation, provided that their duties, authorities and responsibilities are clearly determined in advance, establishes management and administrative units when necessary, carries out the transactions related to them, determines their wages and terminates the duties of these personnel when deemed necessary,
9. Be prepared for the inspection of the auditing authority and other relevant authorities and carry out the legal, financial and administrative correspondence and transactions related to them in a timely manner,
10. It decides on the acceptance of donations and aids that are in line with the purpose of the foundation, makes investments to increase the foundation's income, decides whether the entry of assets into the foundation is considered as assets or income, and decides on the use of reserve funds when necessary.
11. It carries out the necessary work on the evaluation of the foundation's assets and the provision of new financial resources; carries out income-generating activities, expenditures and aid collection activities in accordance with the legislation, establishes economic enterprises and partnerships; joins or terminates established partnerships or leaves the partnerships,

12. Performs other duties required by the relevant legislation and the foundation's internal regulations.

High Advisory Board

ARTICLE 14-

The High Advisory Board consists of people who believe in the Foundation's objectives and can serve the purpose with both financial and intellectual contributions, and the members are elected by the decision of the Board of Directors. The members' term of office is 2 (two) years. It is possible to re-take office at the end of the term. The Board, invited by the Board of Directors at least once a year, meets under the chairmanship of the oldest member in attendance. The Board monitors the Foundation's activities and makes recommendations.

 

Representation of the Foundation :

ARTICLE 15 – The Foundation is represented by the Board of Directors. The Board of Directors may delegate this authority to the Chairman or Vice Chairman of the Board of Directors. When necessary, the Board of Directors may appoint one or more persons from among its own members or from outside as representatives or proxies for the execution of one or more works related to the Foundation, the acceptance of donations to be made to the Foundation, and legal, administrative and financial representation. The scope of the power of attorney to be given is determined by the Board of Directors.

 

 

                                                                                                                    

 

Board of Auditors :

ARTICLE 16 – The Audit Board is a body established to audit the activities and accounts of the foundation on behalf of the Board of Trustees.

It consists of a total of 3 (three) full members to be elected by the Board of Trustees. The term of office of the Board of Auditors is 2 (two) years. It is possible to take office again at the end of the term.

The Board of Auditors conducts its examinations on all books, records and documents. It examines the annual books, documents, records and accounts of the Foundation and submits them to the Board of Directors, together with its opinions and suggestions, to be sent to the Board of Trustees at least 15 (fifteen) days before the Board of Trustees meeting. If the auditors do not have an auditor certificate, they must attach the audit reports they will receive from an auditor certificated person or independent auditing institutions to the reports they will prepare.

 

Right to Peace

ARTICLE 17 –

The duty of the Board Members is voluntary. Members do not receive any financial benefit from the Foundation, directly or indirectly.

The Board of Trustees determines whether the members of the Board of Auditors, other than public officials, will be paid an attendance fee or a fee, and if so, the amount.

Income of the Foundation :

ARTICLE 18 – Foundation income:

1. All kinds of internal and external donations in kind and in cash, movable and immovable, conditional or unconditional, and their income to be made by individuals, institutions and organizations, provided that they are not contrary to Law No. 5072,
2. Fees received as expenses in operating the facilities for the Foundation's purpose, and income in kind and in cash from these businesses,
3. Income from balls, concerts, fashion shows, shows and all kinds of social organizations to be organized for the benefit of the Foundation,
4. Income from the rental and sale of the Foundation's movable and immovable properties and interest on deposits.
5. Income from partnerships, businesses and other investments.
6. Sponsorship income
7. These are other incomes to be obtained from various activities to be carried out by the Foundation in order to achieve its purpose and from campaigns to be organized, provided that legal permissions are obtained.

                                                                                                                   

 

Where the Foundation's Income Will Be Allocated and Spent

ARTICLE 19- According to the provisions of the Turkish Civil Code, the Foundations Law and the Law on Granting Tax Exemption to Foundations, all of the Foundation's income, other than the amount to be allocated for management and administrative expenses and investments to increase the Foundation's income, is allocated or spent for the purposes of the Foundation. Accordingly, a maximum of 1/3 of the Foundation's annual gross income is allocated and spent for management and maintenance expenses and investments to increase the Foundation's assets, and at least 2/3 is allocated and spent in line with the Foundation's purposes and service areas.

Official Deed Change :

ARTICLE 20 – Changes to the foundation charter are made in accordance with the proposal of the Board of Directors and the decision of the Board of Trustees and the relevant legislation.

Termination of the Foundation :

ARTICLE 21 –

In case the foundation is terminated for any reason, the property and rights remaining after the liquidation of debts are transferred to the Bahçeşehir Uğur Education Foundation or, with the decision of the Board of Trustees, to another foundation with the same purpose as the foundation.

The termination of the Foundation is only possible with the written proposal of the Board of Directors, the approval of the absolute majority of the members of the Board of Trustees and a decision by the court.

Lack of Judgment

ARTICLE 22- In cases where there is no provision in the official foundation deed, the provisions of the Turkish Civil Code and the relevant laws and related legislation on foundations shall apply.

 

FOUNDERS OF THE FOUNDATION (DEVOTERS)

Begum Yucel

Huseyin Yucel

Bahcesehir Schools Inc.

FOUNDATION BOARD OF TRUSTEES

Begum Yucel

Huseyin Yucel

Bahcesehir Schools Inc.

THE FIRST BOARD OF DIRECTORS OF THE FOUNDATION

TEMPORARY ARTICLE 1-

Begum Yucel

Huseyin Yucel

Bahcesehir Schools Inc.

Alparslan Aydin

Dilek Yucel Keresteci

 

                                                                                                                         

The first Board of Directors of the Foundation is obliged to call the Board of Trustees to a meeting within one month at the latest from the date of registration of the foundation, and during this period, it has the duties and authorities specified in the deed.

Registration Authority of the Foundation

TEMPORARY ARTICLE 2- Attorneys-at-Law Nazlı Çelik DENGEŞİK (34076), Attorneys-at-Law Eren Köse (38354) and Attorneys-at-Law Gamze Yağmur Gündüz (61341) are authorized to carry out all necessary procedures for the registration of the foundation and, when necessary, for the amendment of the official deed.