Memorandum of Association
NAME OF THE FOUNDATION
ARTICLE 1- A foundation was founded to the benefit of the public by the real persons whose names, addresses and signatures are stated at the end of this Foundation Charter as per the provisions of the Turkish Civil Code. The title of the foundation is Maya Foundation. It will be referred to as the “Foundation” hereinafter.
The Foundation is an autonomous legal entity which is not connected to any other organization save for its Board of Trustees, but which is subject to the supervision of the Supervision Authority specified in the Turkish Civil Code No. 4721.
HEAD OFFICE OF THE FOUNDATION
ARTICLE 2 – The head office of the Foundation is located at “Ebulula Mardin Caddesi, Maya Âkatlar Sitesi, M Blok Âkatlar Beşiktaş/İstanbul”. The address of the head office may be changed via a decision of the Board of Directors. Transfer of the Foundation Head Office, and any mandatory changes that must be performed to this end shall be carried out via a decision of the Board of Directors.
Branches and/or representation offices/offices may be opened in Turkey and abroad with the decision of the Board of Directors provided that necessary permissions are obtained from authorities. The authorities of the branches and/or representation offices/offices, their opening and closing, performance of any works and actions by them shall be carried out with the decisions of the Board of Directors.
PURPOSE OF THE FOUNDATION
ARTICLE 3- The purposes of the foundation are as follows: to perform social, artistic, cultural, sporting, and scientific activities and to develop projects in these areas; to rehabilitate individuals who were subjected to traumatic events, and to reintegrate them into the society; to provide educational opportunities to individuals; to contribute to the multi-faceted development of individuals; to establish educational institutions, higher education institutions, and departments, application and research centers affiliated with them; to further our country’s level of educational, cultural and social awareness; to support amateur sports; to provide all kinds of scholarship to individuals in line with their needs; to make monetary and in-kind assistance; to satisfy their accommodation, nutrition and other needs; to perform all kinds of activities in order to provide income for the foundation.
ACTIVITIES OF THE FOUNDATION
ARTICLE 4 – The activities of the Foundation are as follows:
a)To carry out social, artistic, cultural, sporting, scientific and economic activities and to develop projects in Turkey and abroad aimed at all age groups regardless of their nationality, and to perform all kinds of activities to realize these projects.
b)To conduct or have conducted all kinds of research in line with the objectives of the foundation; to organize or have organized seminars, symposiums, congresses, meetings, concerts, plays, balls, exhibitions, courses, fairs and similar events; to give or have given training; to cooperate with domestic and/or foreign institutions and organizations; to publish national and international periodical/non-periodical publications.
c)To found or have founded universities, schools, kindergartens, libraries, student residences, gymnasiums, laboratories in appropriate places without any profit motive in order to increase the educational and cultural level of individuals; to establish or have established health centers and hospitals to eliminate individual’s health problems and to meet their health related needs;
d)To provide a safe environment for all individuals, primarily for children, who have been subjected to traumatic events such as social and economic conditions, domestic violence, all kinds of psychological and physical violence, state of emergency, etc. in order to allow them to express themselves by benefiting from social and cultural activities with a view to rehabilitate them and reintegrate them into the society; to establish or have established health centers, psychiatric clinics, rehabilitation centers, hospital related to this subject; to provide all kinds of rehabilitation services;
e)In line with the objectives and activities of the Foundation, to provide or to have provided internship, scholarship, assistance in cash and kind and similar educational opportunities at technical high school, vocational school, undergraduate, graduate, post-graduate and specialization levels in Turkey and abroad in order to contribute and support the training of instructors, therapists and high level experts; to encourage and support the projects to be conducted;
f)To establish institutes, study and research centers, courses and similar organizations in order to carry out educational activities related to the purpose and activities of the foundation, and to ensure the multi-faceted development of individuals such as communication, socialization, daily life skills, and to increase their mental abilities, creativity, skills and knowledge; to cooperate with such existing organizations, to ensure that contemporary methods and techniques are employed in these organizations, to provide and employ Turkish and foreign experts;
g)To carry out all kinds of legal transactions with public and private institutions and organizations, foundations, associations, academies, faculties and other scientific and technological institutions and private individuals which work, provide services and perform activities that are in line with the Foundation’s objectives in Turkey and abroad by obtaining legal permissions where necessary, to cooperate, form partnerships, and to conduct or have conducted projects with them.
h)To open non-profit higher education institutions and affiliated departments, application and research centers,
i)To build, establish, rent, operate the facilities necessary for educational and health services, to purchase movable and immovable property, or to cooperate with facilities and companies established to this end; to carry out all kinds of enterprises necessary to provide and develop the technology required by such education;
j)To provide educational, scholarship and employment opportunities to individuals who have completed or still continuing their education in Turkey and/or abroad.
k)To perform activities aimed at the development of cultural and artistic branches, their promotion and popularization in Turkey and/or abroad,
l)To conduct studies aimed at raising the educational, cultural and social awareness level of our country, to assist official and non-profit private/public institutions established with the same purpose;
m)To carry out all kinds of social, economic and cultural activities with a view to satisfy individuals’ social and moral needs, and to generate income for the Foundation.
n)To establish sports facilities for the individuals engaged in amateur sports branches, to organize trainings and seminars relating to those sports activities when necessary;
o)To offer support in various forms to successful students who are in need in pursuing their education;
p)To offer monetary and in-kind aids to individuals who are continuing their education in Turkey and/or abroad, who is in residency and internship, who have achieved outstanding success in science, art and similar areas on national and international levels;
q)To perform services which are included in the budgets of administrations with general, special and annexed budgets, or to contribute to such services.
WORKS AND TRANSACTIONS THE FOUNDATION MAY CARRY OUT
ARTICLE 5 – Under the Article 46 of Turkish Civil the foundation is permitted and authorized;
a)To manage and use the amounts, immovable and movable assets and cash acquired through donation, inheritance, purchasing and other means, provided that it is not in violation of the purpose and services of the foundation; to acquire securities; to use and sell them in view of the purpose of the Foundation
b)To own and use movable and immovable assets with unlimited quantity and value through donation, inheritance, purchasing and renting,
c)To sell, transfer and forfeit those it owns under the laws concerning Foundations, to receive and spend their revenues,
d)to use one or more immovable properties acquired by the foundation or their revenues in investments once or many times,
e)To collaborate with foundations, real and legal entities that carry out works similar with the foundation’s purposes, to accept aids from those other than public institutions and organizations, to make agreements to receive such aids, to accept in-kind rights of the immovable assets including easement, right of usufruct, right of habitation, right of construction, pledge and lien; to receive any kind of guarantees including pledge and lien of the movable and immovable assets for the agreements to be acted with existing and future revenues; to accept bank sureties,
f)To borrow funds, to give sureties, pledges, mortgages and other securities to realize the foundation’s purpose and subject,
g)To obtain revenue from projects conducted and to be conducted and any type of activities in line with the object and service fields of the foundation, to establish enterprises and partnerships to run under regular operation principles for obtaining revenue for the foundation, to participate in any established ones, to manage the same directly or to have them operated by an operator under supervision,
h)to form partnerships provided that they comply with legal regulations, and to purchase their shares, bonds and properties and rights which have economic value, to carry out joint works, to transfer established companies or to establish new ones, and to carry out other legal works and transactions relating to them,
i)To carry out works aimed at increasing the assets of the Foundation, to participate in companies to be deemed appropriate with all the money or the assets included in the assets of the Foundation; and to dispose the dividends corresponding to its shares,
j)To act incorporation, disposition, asset acquisition, all kinds of lease, usufructuary lease, sale, partnership, transfer, construction, sub-contract and other agreements that are deemed useful and required for realizing all or a part of the purposes and subjects of the foundation, to establish and operate facilities required for applied education, or to cooperate with facilities and companies established to this end; to embark on any enterprises necessary for the development of the technology necessitated by such education; to produce all kinds of publications in line with its objectives, to have works written, to publish and distribute periodicals, brochures, posters, pamphlets, etc., to establish and operate pre-schools, primary and middle education institutions and kindergartens, and to assist the satisfaction of their all kinds of needs.
However, the Foundation cannot use such authorities and revenues for the purposes which are prohibited by the Civil Code.
ASSETS OF THE FOUNDATION
ARTICLE 6 – The asset of the foundation as of incorporation is the 50,000 Turkish Lira assigned to the foundation by the founders
Incorporation asset can be increased by additions to the assets following the establishment of the foundation.
ORGANS OF THE FOUNDATION
ARTICLE 7- The organs of the Foundation are the Board of Trustees, Board of Directors, and the Board of Supervisors
BOARD OF TRUSTEES
ARTICLE 8 – The Board of Trustees shall be composed of seven members at minimum and twenty members at maximum.
If the members of the Board of Trustees become incapable of performing their duties due to death, resignation or illness, the Board of Directors appoints a temporary Member of Board of Trustees for the vacant position until the first Board of Trustees Meeting to be held. At this meeting, the Board of Trustees may resolve upon the continuation of the membership of the temporary member as a principal Member of the Board of Trustee, or it may elect a new Member of Board of Trustees.
The membership of the Members of the Board of Trustees shall be terminated with a decision of the Board of Trustees if they fail to attend three meetings without an excuse (save for the situations where their written excuse is accepted by the Board of Trustees), or upon the request of at least three fourths of the Board of Trustees, and an election is held by the Board of Trustees to replace that member.
The Board of Trustees ordinarily convenes in March annually in view of the invitation of the Board of Directors and according to the agenda prepared by it, or without an invitation provided that all members of the Board of Trustees are present. An extraordinary meeting may be held upon the invitation of the Chairperson of the Board of Trustees or the Honorary President of the Foundation, or of minimum one fourth of the members of the Board of Trustees, or the Board of Directors. The Chairperson of the Board of Trustees shall be elected by the Board of Trustees at the first meeting to be held. A Vice Chairperson and a Clerk Member is also elected at that meeting. The Chairperson, Vice-Chairperson and the Clerk are elected for a period of two years. The Vice Chairperson performs the duties of the Chairperson in his absence. In the absence of the Vice Chairperson, the Board of Directors elects a new chairperson among them.
If the Board of Trustees meeting is to be held upon invitation; such invitation shall include the date, venue, time and agenda of the meeting and notified at least seven days in advance or via registered mail.
The quorum for the meeting of the Board of Trustees is one more than half of all members of the Board of Trustees, and the quorum for decision is one more than half of those present in the meeting. If the quorum for meeting cannot be attained at the first meeting, the meeting shall be held 7 days later on the same day, at the same time and in the same place with those who attend, and the decisions are made by a majority of votes.
Members of the Board of Trustees are elected for three years. A member whose term expires may be re-elected. New members are elected according to the principles specified herein for seats which become vacant for any reason or because of expiring memberships. A member who is re-appointed has to complete the remaining part of his/her predecessor’s term.
DUTIES AND POWERS OF THE BOARD OF TRUSTEES
ARTICLE 9 – Board of Trustees is the highest decision making organ of the Foundation. The duties and powers of the Board of Trustees are listed below:
a)To render resolutions required in line with the Legislation and the Foundation Charter;
b)To elect the principal and substitute members of the Board of Directors and the members of the Board of Supervisors;
c)To discuss and resolve upon the activity program and the budget plan prepared and submitted by the Board of Directors.
d)To review all activities and balance sheet and income-expenditure statements of the Board of Directors, and the Board of Supervisors’ reports concerning them, and to resolve upon the release of these Boards.
e)To form the committees and commissions required by the activities of the Foundation, to determine the principles regarding the formation and operation of these committees and commissions, to accept the regulations to be prepared by the Board of Directors in this regard.
f)To discuss the written proposals submitted by minimum one fifth members of the Board of Trustees, or by the Board of Directors regarding the amendment of the Foundation Charter.
g)To accept the application regulations to be prepared by the Board of Directors regarding the purpose and the services of the Foundation.
h)To determine general policies concerning the activities of the Foundation.
i)To render decisions regarding other subjects concerning the purpose and the activities
j)To accept conditional donations to be made for the establishment of facilities in line with the objectives of the Foundation.
k)To determine whether to pay attendance fee to the members of the Board of Directors and the Board of Supervisors, other than public officials, and the amount thereof, if it is to be paid.
BOARD OF DIRECTORS
ARTICLE 10 – The Board of Directors shall be composed of the President and six principal and two substitute members. Members serve for a period of two years. Those whose term expires may be re-elected. Principal and substitute members are elected by the Board of Trustees from among the members of the Board of Directors or from the outside.
The Chairperson of the Board of Trustees shall also act as the Chairman of the Board of Directors. If the chairmanship of the Board of Trustees is terminated for any reason, the chairmanship of the Board of Directors also ends. The Board of Directors elect a Vice Chairman, a Clerk, and a Treasurer at its first meeting. The quorum for the meeting of the Board of Directors is one more than half of all members of the Board of Directors, and the quorum for decision is one more than half of those present in the meeting.
If the principal members of the Board of Directors are obligated to abandon their position for any reason, the substitute members shall be invited by the Chairman of the Board of Directors in sequential order to replace them for the remaining period. If the substitute members fail to join the Board of Directors for any reason, the Board of Directors shall appoint temporary Board of Directors members until the first Board of Trustees meeting. The Board of Trustees may appoint this temporary member as a principal member of the Board of Directors, or it may appoint a new Member for the Board of Directors.
Upon the request of minimum one fourth of the Members of the Board of Trustees, the some or all members of the Board of Directors may be released from their duties. The Board of Trustees then may appoint new Board of Directors from among the substitute members or from the outside.
DUTIES, POWERS AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS
ARTICLE 11 – Board of Directors is the authorized administrative and executive organ of the Foundation. The individual signature of a member of the Board of Directors is sufficient to represent the foundation outside. The Board of Directors may transfer its representative power to one or more persons who are members of the Board of Directors or Board of Trustees. In this case, at least one member of the Board of Directors must have representative power.
The duties and powers of the Board of Directors are as follows:
a)To manage and represent the Foundation in view of the Legislation, the Foundation Charter and the decisions of the Board of Trustees; to carry out activities in line with the purpose and services of the Foundation.
b)To carry out accounting activities of the Foundation, to prepare the activity report, balance sheet and income-expenditure statements of the Foundation for the previous term; to prepare the activity program and draft budget for the next term and submit it to the Board of Trustees for approval.
c)To direct the management and service activities of the Foundation, to provide effectiveness to their implementation.
d)To prepare drafts of necessary amendments to the Foundation Charter, and to submit them to the Board of Trustees for approval.
e)To decide to open branches and agencies, and to establish commercial enterprises, partnerships and companies; to appoint representatives to the boards of directors and audit boards of the Foundations economic enterprises, and to companies and organizations of which the Foundations is a shareholder.
f)To constitute the administrative and service units of the Foundation, to appoint personnel to them, and to discharge them when necessary.
g)To prepare the regulations determining the working principles for the committees and commissions to be formed by the Board of Trustees, and to submit them to the Board of Trustees, to follow the activities of these committees and commissions.
h)To prepare implementation regulations concerning the purpose and services of the Foundation and submit them to the Board of Trustees for approval.
i)To carry out works necessary for the investment of the assets of the Foundation and the generation of new financial resources.
j)To carry out transactions with real and legal entities on behalf of the Foundation regarding legal, financial and similar matters.
k)To carry out other duties given by the relevant legislation and the Foundation Charter.
REPRESENTATION OF THE FOUNDATION
ARTICLE 12 – The Board of Directors represent the Foundation. The Board of Directors may transfer this power to the Chairperson or the Vice Chairperson of the Board of Directors, or to both.
The Board of Directors may authorize one or more of its members, one or more of the officers, its representatives or agencies, to act any agreement, to issue contracts, legal documents or notes on behalf of and to the account of the Foundation within the principles it will determine in general or regarding certain situations and subjects.
BOARD OF SUPERVISORS
ARTICLE 13 – The Board of Supervisors consists of at least one, at maximum three members to be elected by the Board of Trustees. The Supervisors may be elected among the Founding Members, or they can be elected from the outside. They serve for two years.
At least once in every term, the Board of Supervisors conducts an audit and examines the income and expenditures of the Foundation, its records and activities, and prepares a report containing the results of the audit and its recommendations at the end of the term. This report is sent to the members of the Board of Trustees and a copy is sent to the Board of Directors at least fifteen days prior to the Board of Trustees meeting. An audit can be had conducted by independent audit firms as a preparation for the report to be drafted.
ARTICLE 14 – The members of the Board of Trustees, Board of Directors, and the Board of Supervisors are not paid any attendance fee. The Board of Directors may resolve upon the payment of mandatory expenses when necessary.
REVENUES OF THE FOUNDATION
ARTICLE 15 – The revenues of the Foundation are listed below:
a)Any and all contingent and non-contingent donations from Turkey and/or abroad in line with the purpose of the Foundation (via internet, SMS, etc.) and aids, will of testaments which may or may not be contingent upon death;
b)Rent, premiums, dividends, commissions, interest, income share and other revenues to be obtained from the movable and immovable properties of the Foundation and its real estate, and the value increases to be obtained from the sale of these assets.
c)Revenues to be obtained by using the estates of the Foundation.
d)Revenues to be provided by the economic enterprises, companies and other partnerships which the Foundation owns or is a partner of.
e)Other revenues (revenues from various activities, (e.g. product sales, bake sales, exhibitions – concerts, etc.) and any other revenues).
PRINCIPLES CONCERNING THE FINANCIAL ADMINISTRATION OF THE FOUNDATION
ARTICLE 16 – Principles concerning the financial administration of the Foundation are as follows:
a)The foundation is authorized to allocate maximum twenty percent of the gross incomes it generates within the accounting period to the administration and the administrative expenses, contingency reserve and investments to increase the assets of the Foundation. It shall use the remaining amount for the aims and services of the Foundation.
b)The entirety or some of the revenues allocated to the administration or administrative expenses, to the contingency reserve and to investments which will increase the assets of the Foundation may be allocated to services aimed at realizing the purpose of the Foundation and its services.
c)Allowances can be allocated to projects aimed at realizing the purpose and services of the Foundation. All or some of these allowances may be held in a fund for a period of time for the realization of specific projects.
d)Allowances allocated for the purpose and services of the Foundation cannot be used for any other purpose under any circumstances. The allowances allocated to administration and administrative expenses can be used for the contingency reserve and for the investments which will increase the assets of the Foundation
e)The Foundation keeps the necessary books according to the balance sheet principle.
f)The purpose and services of the Foundation are put in order and implemented in accordance with the availability of the revenues of the Foundation.
ARTICLE 17 – The Foundation’s financial year shall be a calendar one, provided that the first financial year shall start on the registration date of the Foundation and shall end on the last day of that year. The Board of Trustees shall be authorized to change the initial date of the financial year by adopting a resolution in this respect when and if necessary.
AMENDING THE FOUNDATION CHARTER
ARTICLE 18 – When it becomes necessary to change the form of administration of the Foundation to protect the Foundation’s assets, or to continue the purpose and services of the Foundation, or adhering to the purpose stated in the Foundation Charter no longer corresponds to the intention of the Founders, the Foundation Charter can be amended by the written proposal of at least one fifth of the Board of Trustees, or the Board of Directors, and by the approval of at least two-thirds of the members of the Board of Trustees.
TERMINATION OF THE FOUNDATION
ARTICLE 19 – The Foundation can be terminated by a written proposal of one more than half of all members of the Board of Directors or the Board of Trustees, and upon the acceptance by two thirds of the all members of the Board of Trustees. If the Foundation is terminated for any reason, the assets remaining after the liquidation shall be transferred another Foundation with a similar purpose.
ARTICLE 20- The Foundation may perform international activities and take part in international collaborations to realize its purpose and services; it can open branches and agencies, establish superordinate institutions, or join such institutions abroad.
FOUNDERS OF THE FOUNDATION
ARTICLE 21- The Founders of the Foundation are the real and legal persons below:
- Ali Nuri ÖZSÜER
- Emine Esra ÖZSÜER
- İlyas Cem ÖZSÜER
- Selin ÇOLAKOĞLU
- Celile Ceyda TÜZEL
CONVENTION OF THE ORGANS AND FIRST ELECTIONS
PROVISIONAL ARTICLE 1 – The Board of Trustees shall convene within thirty days following the Foundation’s becoming a legal entity at the latest and makes a distribution of duties, and elects the principal and substitute member of the Board of Directors and the members of the Board of Supervisors.
The Board of Directors holds its first meeting within thirty days from the election stated in the paragraph above at the latest, and elects the Vice Chairperson, Clerk and the Treasurer.
The Board of Supervisors convenes within the same period and commences its activities.
FIRST MEMBERS OF THE BOARD OF TRUSTEES
PROVISIONAL ARTICLE 2 – Members of the Board of Trustees are as follows;
1.Ali Nuri ÖZSÜER
2.Emine Esra ÖZSÜER
3.İlyas Cem ÖZSÜER
5.Celile Ceyda TÜZEL
7.Zeynep Ceren ACARTÜRK
8.İmre Gül GENÇER
9.Yeşim ERAS YAHYAOĞLU
PROVISIONAL MEMBERS OF THE BOARD OF DIRECTORS
PROVISIONAL ARTICLE 3 – The provisional members of the Board of Directors of the Foundation are as follows:
2.İmre Gül GENÇER
3.Zeynep Ceren ACARTÜRK
4.Yeşim ERAS YAHYAOĞLU
Akat Mahallesi Öztürk Sokak No:3 34335
Akatlar Beşiktaş İstanbul Türkiye
Tel: +90 (531) 980 72 37 // +90 (212) 351 00 20
BALAT CHILD AND YOUTH CENTER
Fener Mahallesi Tevkii Cafer Mektebi Sokak No:24
Balat Fatih İstanbul Türkiye
Tel: +90 (212) 525 25 36