SEMRA and ENVER YÜCEL FOUNDATION

OFFICIAL DOCUMENT

 

Foundation Name:

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

 

Foundation Center:

ARTICLE 2 – Headquarters of the foundation: Abbasağa Mah. Ihlamur Yildiz Cad. No: 8/A 9th-floor Beşiktaş Istanbul. In the case of the HQ moving to another address within the same city center, it is not necessary to change the official deed of the foundation. It is sufficient to inform the relevant authorities.

 

Provided that the required legal permissions are obtained from competent authorities and with the decision of the Board of Directors, branches and representative offices can be opened in the country or abroad. The board can establish facilities as well. All principles regarding their activities are to be prepared by the Board of Directors.

 

Assets of the Foundation

ARTICLE 3: The foundation’s assets consist of 80.000 TL in cash and donations made to the foundation in the future. The foundation increases its assets through donations per the legislation. This includes many industrial, commercial, and legal opportunities and donations. It will take measures to protect the value of its assets.

 

Acceptance of Donations to the Foundation

ARTICLE 4: By the Foundation,

 

1. Securities and real estate assets and rights to be donated by legal peoples, directly or through testament, in the country or abroad.
2. Donations that are in line with the purpose of the foundation, and provided that a particular service is carried out. 
3. Securities or real estate donations, which are unconditionally or not due to a death in line with the purpose of the foundation, and stocks, bonds, and usufruct shares of domestic and foreign companies,
4. Income from interest, dividends, and revenues obtained from movable or immovable purchases and sales.
5. Incomes from usufruct rights allocated or to be allocated to the foundation.
6. Securities, real estate, assets, and rights to be donated by real and legal persons through wills are accepted by the decision of the Board of Directors.

 

Donations can be made unconditionally and conditionally. Unconditional donations are registered as income for the foundation and used or spent as authorized by the Board of Directors according to the nature of the economic asset donated and its use.

 

Conditional donations can only be spent at the request of the donor. However, for conditional donations to be accepted, the existing conditions or obligations must not contradict the foundation’s purpose.

 

Under the legislation, the foundation may receive and/or make donations in-kind and monetary aid from individuals, institutions, and organizations in the country and abroad. Cash aids 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 at home and abroad, to work in the fields of education, science, technology, social, culture, and health, to take initiatives and studies to ensure equality of opportunity in education, to benefit from the educational opportunities of young people and people from all age groups. The aim is to carry out studies that promote and encourage the entrepreneurship of people of all ages.

 

B-ACTIVITIES:

The foundation may engage in the following activities to achieve its objectives as stated in the purpose article. Proceeds from these activities will be used to realize the foundation’s purpose again. Foundation,

 

1. It opens higher education institutions and their affiliated units and centers that produce application, research, and knowledge.
2. Works for the development of education, culture, and art. It makes scientific studies and research, makes publications, organizes seminars and scientific meetings.
3. It establishes centers affiliated to itself, aiming at the development of the country in social and economic fields, increasing production efficiency, development in the fields of science, culture, and art, to conduct studies and research at the international level and to cooperate with international organizations that have the same purpose. Issues related to the operation, management, and control of these centers are specified in the regulations to be accepted by the Board of Directors.
4. Publishes brochures, bulletins, video cassettes, films, magazines, newspapers, catalogs and books and textbooks on service subjects, conferences, panels, symposiums, panels, forms, exhibitions, summer camps and schools, festivals, with the permission of the competent authorities, organizes competitions, award ceremonies, excursions, and scientific meetings.
5. To realize the purpose of this foundation deed, it will open secondary and higher education institutions and private education institutions and support the studies and research projects of these institutions, provided that the income obtained will be used in the activities to be carried out to realize the purpose of the foundation. reuses the revenues for the foundation.
6. It supports works in the field of Literature, Theatre, Cinema and Music, and organizes award-winning competitions to encourage our writers and artists.                            
7. Provides scholarships and/or dormitory accommodations to students and gives awards to outstanding students. For students found eligible by the foundation, studying at all levels can benefit from scholarships and/or accommodation opportunities, it provides one-time or short or long-term cash and in-kind aids to these students, provides opportunities for advanced language education, and provides students with accommodation, nutrition, reading and research opportunities free of charge. It helps institutions that offer incentives, gives incentives or awards that will contribute to the educational, scientific, cultural, economic, and social life of students. The procedures and principles to be followed regarding the in-kind and/or cash aids to be provided to the students by the foundation will be determined by the implementing regulation. The fact that the students who will benefit from the facilities of the foundation are the founders and/or the schools owned by the persons in the organs of the foundation does not constitute a violation of the foundation’s founding objectives.
8. It organizes seminars and scientific meetings and cooperates with various institutions to help educate individuals who are loyal to the basic principles and values of the Republic through examination and research.
9. It supports various units of educational institutions at all levels and educational and research projects of these units in various fields. It opens competitions, publishes research results.
10. It acquires goods again with its revenues or by donation or bequest. It makes all kinds of attempts and savings to increase the revenues of the foundation’s property and the foundation’s property and profits.
11. Establishes, equips, and operates health facilities in appropriate places and forms, and contributes to established or to be established health facilities.
12. Encourages research projects of talented, young people and scientists studying in educational institutions of all degrees and types in our country or 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, research institutions when necessary cooperates with.
13. It organizes various education and health projects, contributes to the unity and solidarity of people and societies in our country and other countries, and their development in the fields of education, social, cultural, and health, by organizing trips, conferences, courses, exhibitions, and other similar activities.
14. Provides humanitarian aid to meet people’s food, clothing, and financial needs during natural disasters and extraordinary situations.

 

ARTICLE 6: Honorary Presidency

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

 

Honorary Membership of the Foundation

ARTICLE 7- The title of “Foundation Honorary Member” can be given to people who have made great service and contribution to the foundation upon the proposal of the Board of Directors and the decision of the Board of Trustees.

 

  

 

MANAGEMENT PROVISIONS

Organs of the Foundation

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

 

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

                                                     

 

 

 

Board of Trustees:

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

 

Real person members of the Board of Trustees are registered, provided that they have life and civil qualifications; If it is a legal person member, they will continue their membership until their legal personality ends.

 

The legal person member of the Board of Trustees has himself represented by the representative he will choose with the decision of the Board of Directors. The term of representation of the representative to be elected is determined by the legal entity member for any period of time he wishes.

 

The members of the Board of Trustees determine the names of 2 (two) people they want to take their places on the date they start their duty and submit them to the Board of Trustees as a list in a sealed envelope. In the event of death, loss of civil license, or resignation, the membership of the Board of Trustees is offered to people designated by that member in order of the list. The Board of Trustees can change the names they have determined at any time.

 

In the event that members of the Board of Trustees have not declared candidates or the candidates do not accept the duty, one of the heirs of the member whose membership has expired is selected for the vacant membership upon the proposal of the Board of Directors and the decision of the Board of Trustees. If a member does not have heirs, it is also possible to elect a member from outside with the same procedure.

 

In the event that the membership of the legal entity member of the Board of Trustees expires, the replacement member is elected with 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 related to the Foundation, especially the purpose and service issues of the Foundation, in line with the provisions of this official deed of the legal legislation, especially the Constitution and laws,
2. Determines the members of the Board of Trustees of the Foundation and takes the necessary decisions in case they act contrary to the purpose and service issues of the foundation, and if they behave in an attitude and behavior that will cause public opinion in the country and abroad,
3. The Foundation elects the members of the Board of Directors and the Supervisory Board and appoints someone else to replace the vacated members; Dismisses the members of the Supervisory Board when the grounds for dismissal arise,
4. Takes decisions on the foundation’s assets and determines and assigns the financial and administrative powers of the Board of Directors, especially on this issue,
5. The foundation decides on the amendment of the official deed and accepts the internal legislation drafts of the foundation as they are or by changing them,
6. Approves the work report and balance sheet of the Board of Directors as they are or by changing them, and acquits the Board of Directors, approves the work program and budget of the Board of Directors for the next year exactly or by changing them,
7. Determines the general policies regarding the activities of the foundation, performs other duties required by the laws and other legal regulations based on it,
8. Determines whether and, if any, attendance fees will be given to members of the Board of Auditors other than public officials,
9. Decides on the proposals for the Honorary Membership Title,
10. Decides to end the foundation when necessary.

 

With the written request of one of the members of the Board of Trustees, it may convene extraordinarily with a specific agenda. In extraordinary meetings, no additions can be made to the agenda, even unanimously.

 

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

 

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

ARTICLE 11 –

The first meeting of the Board of Trustees is held within one month following the registration of the foundation. The next meetings will be held in February each year to discuss the approval of the balance sheet and work reports; It is held every year in November to discuss the issues of budget and approval of work reports. An extraordinary meeting of the Board of Trustees may be held when necessary. The meeting place, date, time, and agenda are notified at least 7 (seven) days before the meeting day, in return for signature or by registered letter to reach the members.

 

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

 

Meeting preparations are carried out by the Board of Directors. The execution of the meetings is carried out by the chairman of the council, which is determined at the meeting. However, if the chairman of the board of trustees wishes, he can assume the presidency of the council at the meetings. An agenda is determined by the Board of Directors and, depending on the location of the meeting, the work report, balance sheet and auditor reports or work program, and budget are sent to the members in person or by registered mail with the agenda at least 7 days before the meeting date. The agenda is read at the meeting and the agenda can only be added to the meeting upon the request of at least two of the meeting participants. Adding this agenda cannot cover requests for change of bill, increase in appropriation, election, termination, and liquidation of the foundation.

 

Board of Directors:

ARTICLE 12 – The Board of Directors is the administrative, representative, and executive body of the foundation.

 

The Board of Directors consists of members of the Board of Trustees and a total of 5 (five) members, including 2 (two) permanent members and 2 (two) alternate members to be elected from outside by the Board of Trustees. Except for the members who are on the Board of Trustees. Externally elected members are elected to a term of 2 (two) years. It is possible to re-employ at the end of the period.

 

The Board of Directors elects a chair and vice-chair from among its members at its first meeting. The President and the Vice President are elected to a 2-year term. The vice president exercises the powers of the president in his absence.

 

If for any reason there is a vacancy in the membership of the Board of Directors, an assignment is made by the Chairman of the Board of Directors from among the alternate members until the date of the decision to determine the new member by the Board of Trustees.

 

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

 

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

 

Duties, Authorities, and Responsibilities of the Board of Directors:

ARTICLE 13 – The Board of Directors is the highest administrative and executive body of the Foundation. 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 day against signature or by registered letter to reach the members,
2. Implements the budget accepted by the Board of Trustees, keeps the official records of the foundation,
3. Makes the preparations for the amendment of the official deed of the foundation and other necessary internal legislation and submits it to the approval of the Board of Trustees,
4. Decides to open and close representative offices and branches at home and abroad according to current legislation, establishes commissions, boards, or committees, appoints consultants, determines their working conditions and terminates their duties when necessary,
5. Takes all kinds of initiatives for the foundation to achieve its purpose, cooperates with similar foundations, associations, and organizations in the country and abroad, provided that it complies with the law,
6. Selects 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, and time at least 7 (seven) days before the meeting date, in return for signature or by registered letter to reach the members.
8. Appoints the manager and other personnel relative to the foundation, provided that their duties, authorities, and responsibilities are clearly outlined in advance, establishes management and administrative units when necessary, carries out the procedures related to them, determines their wages, and terminates this personnel when deemed necessary,
9. Be ready for the inspection of the supervisory authority and other relevant authorities and carry out the legal, financial, and administrative correspondence and transactions related to them promptly.
10. It decides to accept donations and aids in line with the purpose of the foundation, makes investments to increase the foundation’s income, decides whether it is assets or income when entering assets to the foundation, and decides on the use of reserve funds when necessary,
11. Carries out the necessary studies for the evaluation of the foundation’s assets and the acquisition of new financial resources; carries out fundraising activities, expenditures, and aid collection activities per the legislation, establishes economic enterprises and partnerships; joins or dissolves established partnerships or leaves partnerships,
12. Performs other duties required by the relevant legislation and the foundation’s internal legislation.

 

 High Advisory Board

ARTICLE 14-

The High Advisory Board consists of people who believe in the foundation’s goals and can serve the purpose with their financial and intellectual contributions, and the members are elected by the decision of the Board of Directors. The term of office of the members is 2 (two) years. It is possible to re-employ at the end of the period. The Board, which is invited at least once a year by the call of the Board of Directors, convenes under the chairmanship of the oldest participating member. The board monitors the work of the foundation 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 representatives or proxies from its members or from outside for the execution of one or more works of 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.

 

 

 Supervisory Board:

ARTICLE 16 – The Board of Auditors 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 Supervisory Board is 2 (two) years. It is possible to re-employ at the end of the period.

 

The Supervisory Board conducts its examinations on all books, records, and documents. It examines the annual books, documents, records, and accounts of the foundation and submits it to the Board of Trustees, together with its opinions and suggestions, at least 15 (fifteen) days before the Board of Trustees meeting. If the auditors do not have an auditor certificate, they have to add the audit reports they receive from an auditor-certified person, or independent audit institution, to the reports they prepare.

 

                                                       

 Right to Peace

ARTICLE 17 –

The duties of the Members of the Board of Directors are voluntary. Members do not directly or indirectly receive any financial benefit from the foundation.

 

The Board of Trustees determines whether and if any attendance fee or remuneration will be given to members of the Board of Auditors, excluding public officials.

 

 

 Foundation Revenues:

ARTICLE 18 – Foundation revenues:

 

1. All kinds of internal and external in-kind and cash, movable and real estate, conditional or unconditional donations, and their incomes to be made by individuals, institutions, and organizations, provided that they are not contrary to Law No. 5072,
2. Fees received as an expense in the operation of the facilities for the foundation, and incomes in-kind and cash provided from these enterprises.
3. Revenues 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 movable and immovable properties of the foundation and interest on deposits.
5. Income from partnerships, businesses, and other investments.
6. Sponsorship income
7. Other incomes to be obtained from various activities to be carried out by the foundation to realize its purpose, and from campaigns to be organized provided that legal permissions are obtained.

 

Places where the Foundation’s income will be allocated and spent

ARTICLE 19- In accordance with the provisions of the Turkish Civil Code, the Law on Foundations, and the Law on Granting Tax Exemption to Foundations, all of the foundation’s revenues, excluding the administrative and administrative expenses and the amount to be allocated to investments by increasing the foundation’s income, are allocated or spent for 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 that will increase the foundation’s assets, and at least 2/3 is allocated and spent in line with the foundation’s purposes and service issues.

 

Official Bill Change:

ARTICLE 20 – Amendments to be made in the foundation deed are made under the provisions of the relevant legislation with the proposal of the Board of Directors and the decision of the Board of Trustees.

 

Termination of the Foundation:

ARTICLE 21 –

In the event that the foundation is dissolved for any reason, the remaining assets and rights from the liquidation of debts are transferred to Bahçeşehir Uğur Education Foundation or another foundation with the same purpose as the foundation, with the decision of the Board of Trustees.

 

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 total number of members of the Board of Trustees, and a decision given by the court.

 

Lack of Provision

ARTICLE 22- In cases where there is no provision in the official deed of the foundation, the provisions of the Turkish Civil Code, the relevant law on Foundations and the related legislation are applied.

 

 

FOUNDERS OF THE FOUNDATION 

 

Begüm Yücel

Hüseyin Yücel

Bahçeşehir Schools Inc.

 

 

 FOUNDATION BOARD OF TRUSTEES

Begüm Yücel

Hüseyin Yücel

Bahçeşehir Schools Inc.

 

 THE FIRST BOARD OF DIRECTORS OF THE FOUNDATION 

PROVISIONAL ARTICLE 1-

Begüm Yücel

Hüseyin Yücel

Bahçeşehir Schools Inc.

Alparslan Aydın

Dilek Yücel Keresteci

The first Board of Directors is obliged to call a meeting of the Board of Trustees within one month from the date of registration of the foundation. It has the duties and authorities specified in the promissory note within this period.

                                                 

Foundation’s Registrar

PROVISIONAL ARTICLE 2- To carry out all of the necessary procedures for the registration of the foundation and, if necessary, the amendment of the official deed, Atty. Nazlı Çelik DENGEŞİK (34076) Atty. Eren Köse (38354) and Atty. Gamze Yağmur Gündüz (61341) were authorized.