INGEV FOUNDATION DEED

ARTICLE 1 – NAME OF THE FOUNDATION

The name of the foundation is “İnsani Gelişme Vakfı” (Human Development Foundation). It is shortened as “İngev”. It shall hereinafter be only referred to as the “foundation”.

ARTICLE 2 – HEADQUARTERS OF THE FOUNDATION

The headquarters of the foundation is in the province of Istanbul, the county of Ümraniye, in the address of Şenol Güneş Bulvarı, No:2, D.40, Ümraniye – Istanbul. The foundation may open branches and representatives at home and in abroad through a Board Resolution.

ARTICLE 3 – PURPOSE OF THE FOUNDATION

The purpose of the foundation is to perform researches and practices in any field related to the Human Development of societies, monitor latest developments and literature, share such developments with national and international academic and practical environments, carry out pioneering researches, and contribute to the detection and solution of issues such as employment, income distribution, poverty, education, healthcare, environment, social security, disabled people, discrimination, social dialog, labor rights, social ostracism, accommodation, migration, security, peace, solidarity, culture-art, sustainability, life quality, urban rights, city management models.

ARTICLE 4 – ACTIVITIES OF THE FOUNDATION

In line with this purpose, the scope of activities of the foundation is as follows:

4.1) Performing all kinds of examinations, academic and scientific researches and analyses necessary for the solution of current situations and problems, receive public opinion research services when necessary, share them with the public, relevant institutions and decision makers; organize conferences, panels, seminars, etc., open schools, organize similar promotional and informative events,

4.2) Ensuring that new models such as microcredit systems, small enterprise purchase-sales associations, competition power increases and marketing competence improvements are developed to improve income distribution and the fight against poverty,

4.3) For this purpose; encouraging, assisting and receiving assistance for the establishment of new institutions, acting as a leader including visionary basis, participating in the activities of these institutions when deemed necessary, becoming members, incentive awards, receiving necessary legal permits to become a member for similar international institutions, cooperating with them and participating in their works,

4.4) Publishing bulletins, journals, newspapers, books and declarations; establishing libraries, documentations and publication services,

4.5) Inviting domestic and international sources to gather any type of material and immaterial assistance, creating applied projects for Human Development by sponsor support, taking actual roles and responsibilities in the practice of these projects.

4.6) Cooperating with relevant public or private institutions to perform the above purposes and duties, particularly with relevant ministries, municipalities, universities, non-governmental organizations, suggesting suitable policies,

4.7) Buy, hire, operate and have constructed necessary foundation buildings and facilities to perform the above purposes and duties,

4.8) Supporting in various ways talented students who need financial assistance to have education, providing financial and in-kind assistance such as scholarships, awards and loans in Turkey and abroad to young people who carry out their education, specialization and internships, and people who achieve outstanding success in science, art and similar areas on international or national level,

4.9) Having aid campaigns to achieve the purposes of the foundation.

ARTICLE 5 – ACTIONS AND TRANSACTIONS THE FOUNDATION CAN PERFORM TO ACHIEVE ITS PURPOSES

The foundation is authorized and allowed to possess movable and immovable properties by way of donation, inheritance, purchasing and leasing in order to achieve its objective, sell , transfer and release, those owned by it pursuant to provisions of the law regarding foundations, collect and spend proceeds from the same, use one or more than one immovable property and proceeds thereof that are part of the foundation’s wealth as investment once or more than once, manage and dispose of movable and immovable properties and proceeds of the same which become its property by way of donation and inheritance, purchasing and by other means on the condition of not being in breach of the foundation’s objective and fields of service, acquire real estates and evaluate and sell the same in line with the foundation’s objective, cooperate with domestic and foreign foundations and real and legal entities that are engaged in works similar to that of the foundation, receive aid, enter into agreements to obtain such aid, accept in-kind rights apart from ownership of immovable properties such condominium, usufruct, residence, pledge and mortgage and right of construction, utilize such rights, receive all sorts of guarantees including pledge and mortgage over movable and immovable properties for present or future agreements to be entered into, accept valid bank guarantees, borrow funds , when necessary, in order to achieve the foundation’s objective and fields of service, give surety, pledge, mortgage and other guarantees, derive income from projects and all other works to be conducted in accordance with the foundation’s objective and fields of service and establish economic enterprises and partnerships that are to be operated ink accordance with ordinary principles of operation in order to derive income for the foundation, participate in those existing partnerships, directly operate the same or have them operated by an operator under its control, and engage in ventures, dispositions , property acquisition , constructions and entering into construction and similar contracts that may be deemed beneficial and necessary for realization of one or all of the foundation’s objectives and fields of service as per article 48, Turkish Civil Law. The foundation may not utilize foregoing authorities and revenues for purposes forbidden by the Turkish Civil Law.

ARTICLE 6 – ASSETS OF THE FOUNDATION AS OF INCORPORATION

The asset of the foundation as of incorporation is the 500,000 Turkish Lira assigned to the foundation by the founder. Incorporation asset can be increased by additions to the assets following the establishment of the foundation. Founder Mustafa Vural Çakır assigned 500,000.-TRY to the foundation.

ARTICLE 7 – ORGANS OF THE FOUNDATION

The organs of the Foundation are shown below:

7.1. Board of Trustees

7.2. Board of Directors

7.3. Supervisory Board

7.4. Advisory Board

ARTICLE 8 – BOARD OF TRUSTEES

8.1. Board of Trustees of the Foundation are the real persons, whose names are written below and whose signatures are affixed under this foundation deed:

  1. Mustafa Vural Çakır
  1. Tonguç Çoban
  1. Arkın Eyvazoğlu

8.2. Members of the Board of Trustees preemptively determine the names of three people, by whom they wish to be replaced after their term, and present it in writing to the Board of Trustees. In case of vacancies in memberships due to death, resignation or any other reason, Board of Trustees membership is offered to candidates to start with the first rank according to the list.

8.3. If Board of Trustees members do not prepare any candidates or if none of the candidates accept the duty, the election for the vacant Board of Trustees membership shall be made by a common decision of the remaining Board of Trustees members.

8.4. Chairman of the Board of Trustees of the Foundation is Mustafa Vural Çakır for life.

ARTICLE 9 – DUTIES AND POWERS OF BOARD OF TRUSTEES

Board of Trustees is the optimum decision making body.  The powers of the Board of Trustees are shown below:

9.1. Yönetim kurulunu seçmek,

9.2. Electing the Supervisory Board,

9.3. Electing the Advisory Board,

9.4. Examining and discussing the activity report prepared by Foundation management and auditing board reports, making decisions on the release of the Board of Directors,

9.5. Accepting foundation bylaws drafts, which are to be prepared by the Board of Directors, as the same or by making changes,

9.6. Accepting annual budget drafts, which are to be prepared by the Board of Directors, as the same or by making changes,

9.7. Determining whether any attendance fee to the members of the Board of Directors and the Supervisory Board who are not public officers, and determining the amount if it is to be given,

  1. k) Amending or supplementing the foundation deed, when necessary.

9.9. Determining the general policies related to the activities of the foundation.

ARTICLE 10 – MEETING TIMES AND QUORUM FOR BOARD OF TRUSTEES

10.1. The first meeting of the Board of Trustees shall be made within one month after the registration of the Foundation, and the other meetings shall be held as follows:

  1. In February to discuss the issues of approving the balance sheet and work reports,
  1. In November to discuss the issues of approving the budget and work reports, and of making the elections.

10.2. Board of Trustees may also convene extraordinarily when deemed necessary by the Board of Directors or upon request by minimum one third of Board of Trustees members in writing.

10.3. Issues not listed in the announced agenda shall be discussed neither in ordinary nor extraordinary meetings. However, with the written suggestion of minimum one tenth of the persons present in the ordinary meeting right after the Board is formed; items can be added to the agenda, except for issues of deed amendments and issues that would vest responsibilities to the Foundation and its organs. The date, time, venue and agenda of meetings are to be notified at least 7 (seven) days before the date of meeting by registered mail or a notice to be delivered against signature.

10.4. The quorum for the meeting of Board of Trustees is one more than half of the number of its members. If majority cannot be achieved, the meeting is held one week later on the same day, time and location. Quorum for the second meeting may not be less than one third (1/3) of the number of members.

10.5. The number of votes necessary for Board of Trustees decisions in one more than the half of the number of attendees. In case of an equality of votes, the chairman’s vote shall be counted as two. Voting method is also to be determined by resolution. Each member has a right to one vote. Members who cannot come to a meeting may assign another Board of Trustees member as an attorney. A person may not act as an attorney for more than one person. Board of Trustees resolutions shall be realized and become valid by the approval of founder Mustafa Vural Çakır.

10.6. Necessary number for resolutions related to amendments, modifications or additions to the Foundation Deed is two thirds of the full number of members.

ARTICLE 11 – BOARD OF DIRECTORS

11.1. Foundation Board of Directors consists of 3 original and 3 substitute members to be elected by the Board of Trustees for two years. It is obligatory to have the majority of the Members of the Board of Directors among Board of Trustees members. It is possible to elect persons outside the Foundation, provided that they do not form majority. In the first Board of Directors meeting; the chairman, vice chairman and treasurer are elected, and duties are distributed. In lieu of a Member of the Board of Directors, whose term ends prematurely for any reason, one of the substitute members is invited to duty according to their rank. The Board of Directors convenes at least once a month. A member of the board not attending consecutive 3 meetings without a valid excuse shall be deemed to have resigned from this duty.

11.2. Meeting quorum is 3; resolutions are taken by majority and with the approval of the Chairman of the Board of Trustees. In case of an equality of votes, the chairman’s vote shall be counted as two. Resolutions taken are written in the notarized decision book and signed.

ARTICLE 12 – DUTIES, POWERS AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS

The Board of Directors is the administrative and executive board of the Foundation. With this title, Board of Directors:

12.1. Takes and applies any resolutions in line with the purpose of the Foundation.

12.2. Ensures that foundation operations are carried out regularly and efficiently in light of general policies set by the Board of Trustees. In this context, it prepares necessary bylaw drafts and submits them for the approval of the Board of Trustees.

12.3. Conducts studies required to evaluate property of the foundation and help the foundation find new financial sources..

12.4. Takes necessary initiatives with all real and legal persons in the name and account of the foundation’s legal entity in connection with legal, financial and various matters and takes necessary actions.

12.5. Appoints general managers for the Foundation provided that their duties, powers and responsibilities are clearly set beforehand; it may create a position of foundation general secretariat or such other similar auxiliary units, it may end their duties when necessary.

12.6. Determines, appoints, sets the wages of, and when necessary, discharges the personnel to be recruited in the Foundation.

12.7. Decides on opening and closing of liaison offices, branches and representation offices at home and abroad within framework of the respective legislation, and conducts transactions required to that end.

12.8. Monitors and controls the accounting works of the Foundation, ensures that income-expense statement and balance sheets are prepared, sent to the relevant administration and announced at the end of the fiscal period.

12.9. Applies the annual budget accepted by the Board of Trustees.

12.10. Carries out the preparatory works for meetings of Board of Trustees.

12.11. Submits the periodic activity report of the foundation for release in Board of Trustees meetings.

12.12. Fulfills other duties as required by the respective legislation, foundation deed and its by-laws.

ARTICLE 13 – REPRESENTATION OF THE FOUNDATION

The Foundation is represented by the Board of Directors. Board of Directors may transfer this representation power to the Chairman of the Board and Vice Chairman of the Board. Board of Directors may authorize, one or several of its members, one or several of its authorized officers, its representatives or representative offices to sign a contract, issue and transfer contracts, legal documents or deeds in the name and account of the Foundation in general or certain situations and issues, under procedures it will define.

ARTICLE 14 – SUPERVISORY BOARD

14.1. Supervisory Board is a body established to supervise the activities and accounts of the Foundation on behalf of the Board of Trustees. Supervisory Board consists of 3 people to be elected by the Board of Trustees for two years. Also, 2 substitute members are elected. A substitute member is invited to duty in lieu of an original member who leaves for any reason.

14.2. Supervisory Board examines all books, records and documents. The report to be issued as of the fiscal period shall be given to the management to be sent to the Board of Trustees minimum 15 days before Board of Trustees meeting.

ARTICLE 15 – ADVISORY BOARD

Board of Trustees can form an advisory board consisting of 9 people, whose opinions and recommendations can be received related to their area of expertise when deemed necessary for the actions and transactions of the Foundation. Board of Trustees may later increase or decrease this number. In addition to just answering incoming requests, the Board may proactively make evaluations. These consultants must have minimum 15 years of experience in their fields or in the relevant sector. Advisory Board term of duty is 2 years.

ARTICLE 16 – ATTENDANCE FEE

Board of Trustees determines whether any attendance or other fees to the members of the Board of Directors and the Supervisory Board who are not public officers, and determines the amount if it is to be given.

ARTICLE 17 – REVENUES OF THE FOUNDATION

The revenues of the Foundation are shown below:

17.1. Any conditional or unconditionally donations and aids in line with the purpose of the Foundation.

17.2. Miscellaneous revenues from Foundation operations.

17.3. Revenues from economic enterprises, subsidiaries and partnerships.

17.4. Revenues from the utilization of Foundation movable and immovable properties and other assets and rights.

ARTICLE 18 – WHERE TO ALLOCATE AND SPEND FOUNDATION REVENUES

Of the annual gross income of the Foundation; minimum two thirds shall be allocated and spent for the purposes of the Foundation, and the remainder  shall be allocated and spent for management and maintenance expenses, reserves and for investments to increase Foundation assets.

ARTICLE 19 – AMENDMENT OF THE OFFICIAL DEED

Amendments to Foundation Deed are made upon offers of the Board of Directors or Board of Trustees, and by court decrees with the approval of the Board of Trustees.

ARTICLE 20 – TERMINATION OF THE FOUNDATION

If the Foundation is terminated for any reason, its properties and rights remaining after the liquidation of its debts shall be assigned to Turkey Education Volunteers Foundation (TEGV).

ARTICLE 21 – FOUNDERS

The founder of the foundation is Mustafa Vural Çakır.

TEMPORARY ARTICLE 1 – TEMPORARY BOARD OF DIRECTORS

The first temporary Board of Directors of the Foundation is established by Mustafa Vural Çakır, Tonguç Çoban and Arkın Eyvazoğlu.

TEMPORARY ARTICLE 2 – POWERS RELATED TO REGISTRATION TRANSACTIONS

Attorney Arkın Eyvazoğlu is authorized to perform all transactions necessary for the registration of the Foundation.