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Formal Foundation Articles

UNIMPEDED LIFE FOUNDATION ARTICLES

FOUNDATION:

Article 1. Our Foundation is called “UNIMPEDED LIFE”.  Henceforth in these formal foundation articles, it will be referred to as foundation only.

 

THE FOUNDATION HEADQUARTERS:

Article 2. Our Foundation is headquartered in Istanbul, in the county of Beşiktaş, at the address 5.Gazeteciler Sitesi Nilüfer Sk. A19 Blok Nr: 7, 1.Levent - Beşiktaş - İSTANBUL / TURKEY. Within the limits of the current regulations, by the decisions of our Foundation’s board of directors, branches and representative agencies may be opened in the country or abroad.

 

FOUNDATION OBJECTIVE:

Article 3. Our Foundation aims to enable all physically and mentally impeded, or disabled, individuals to have a continued share in life as confident and happy individuals, by providing them with support and vital necessities needed for a modern and social life, and provide them with the possibility to live as normal individuals, to procure all types of rehabilitation, treatment, education and social support in order to minimize the negative effects of their current impediments on their daily lives, and to create jobs, and means of livelihood and accommodation.  

 

Service activities aimed at our Foundation objectives are shown below:

3.1.  To assist with infrastructure, architectural and ergonomic adjustment operations in all public and private educational institutions, healthcare facilities, social and sports facilities and establishments, considering the suitable architectural modifications necessary so that all impeded individuals can benefit from these facilities and institutions, to cooperate with all institutions in this regard and support the abovementioned operations; to give scholarships or provide them through sponsors to disabled students in all levels of education and training. To create cultural centers that impeded individuals can benefit from, and to found or operate businesses that will create job opportunities for the disabled.

3.2. To found or assist founding of exemplary preschool, primary school, middle school, undergraduate and graduate educational institutions with modern substructure in which disabled students will be able to get education, and in this regard, to cooperate with national and international institutions, organizations and foundations; to create treatment days or sessions specially for the disabled by making agreements with hospitals, polyclinics and rehabilitation centers that are available at present or those that will be established in the future; provide revenue-generating health services and use the revenues for the purposes of the foundation.

3.3.  To provide the impeded, who are classified under international norms and standards relating to disability, with local or imported tools and equipment necessary for education, health care and rehabilitation needed for their continuance of their normal lives; to co-found and run manufacturing facilities with major firms in this country in order to bring advanced manufacturing technology; to aid the impeded in these matters by providing in-kind and cash support so as to enable them to maintain their normal lives; to enable the impeded to lead happier and healthier lives by actualizing the “mobile care gardens” project together with a health team comprised of expert psychiatrists; by working in coordination with local governments, to actualize the project called “eliminate impediments with animals” in order to create spaces where street animals will be taken care of and whereby impeded individuals will be able to provide service and also where they will be rehabilitated and thereby, in addition to the fact that love from animals can contribute to disabled lives and hereby, to enable street animals that are in need of care to lead lives under good circumstances.

3.4. Within the limits of the current regulations, to cooperate with internationally-engaged establishments related to the disabled, to support sports clubs, foundations, associations, institutions and unions that will participate in organizations of these establishments, provide financial funds, and to receive their assistance, donations and support for our foundation’s activities; to support disabled athletes, and to support athletes and find sponsors for them for national and international organizations by working in coordination with the Ministries of Sports and Health, the General Directorate and Unions of Youth and Sports; to ensure the symbolic participation of disabled youth and children at national holidays, albeit for one day1

3.5.  To publish brochures, bulletins, videos, CDs and DVDs, films, magazines, newspapers, catalogues and books; to organize conferences, panels, symposiums, panel discussions, forums, fairs, exhibitions and schools, festivals, contests, excursions, scientific and educational meetings, concerts and fashion shows; to conduct TV programs and contests on the condition of assigning the revenues to our Foundation; to cooperate with available television and platform operating establishments in order to actualize television channels and programs broadcast specially for the disabled; use TV, radio, the internet and other mass media and technology to organize all types of charity and benefit campaigns of which the proceedings will be allocated to the Foundation objectives; to carry out the abovementioned objectives and service operations in the best way, cooperate with primarily the Ministry of Youth and Sports, the General Directorate and Unions of Youth and Sports, and the Turkey Disabled Confederation, the Ministry of National Education, the Turkish Armed Forces, the Turkish Disability Sports Federation, the Turkish National Olympic Committee, the Turkish national Paralympic Committee, National and International Sports Academies, Sports Clubs, the Prime ministerial directorate of disability administration, the Ministry of National Education general directorate of special education guidance and counseling services, Spots Physiotherapists and especially Turkey’s

Existing Miscellaneous Disability Foundations and Sports Clubs or other relevant institutions or persons, and local authorities.

3.6.  To assure that the related funds, resources and donations, primarily from the United States of America and the European Union, and the grants and donations obtained by working in coordination with this country and unitary institutions in addition to the revenue-yielding activities that will be realized in unison, will be used for the foundation’s objectives; to create transnational fraternity bonds between disabled people who live in countries in various areas of the world; to found and operate the World Disabled Village that all disabled persons in the world will benefit from and which will fulfill their vital needs; to create vacation and rehabilitation centers, with cooperation of national and local governments, in our country’s tourist areas in the Aegean, Mediterranean and Black Sea regions, and to actualize the “disabled care parks” project in cooperation with municipalities, taking into account disabled people’s physically enforced hardships; to collaborate with all forms of national and international institutions, establishments, foundations and associations and governments in order to execute the abovementioned objectives and service operations.

 

FOUNDATION ACTIVITIES:

Article 4.  The Foundation’s Board of Directors specify the execution order of service activities on the formal foundation articles, and specifies and oversees the actualization of the annual work program that is prepared in accordance with the real income and payments stipulated in the annual budgets and approved by the Board of Trustees

 

WORKS AND OPERATIONS TOWARD ACTUALIZATION OF THE FOUNDATION’S OBJECTİVES:

Article 5.

In order to reach its objectives, as specified in Article 48 of the Turkish Civil Code, outside legal restraints, our Foundation is permitted and authorized to own and use movable and unmovable properties whose quantity and value have not been restricted, in addition to donations, bequest, sale and lease, and financial leasing of all types of transportation and vehicles; to sell, recirculate and assign, take and spend the revenues of everything they own in accordance with laws related to foundations; to use one or several unmovable properties that enter the foundation assets or to use the revenues to make one or multiple investments; to appraise and sell, according to the foundation’s goals, all donations and bequests, to manage and own moveable and unmovable properties that have been bought or appropriated through other means and the funds, to use them to procure stocks, providing that it is not contrary to the foundation objectives and service matters; to collaborate with domestic, and provided permissions are obtained, with foundations abroad that carry out similar activities to those of our foundation’s objectives, and natural or legal persons; to receive aid outside public institutions and establishments, to arrange agreements in order to provide this aid, to accept the limited rights in rem of access, tenancy, residence, major, pledge, mortgage of unmovable properties; to secure in all ways the pledge and mortgage of moveable and unmovable properties for agreements to be made with the existing or future revenues; to open and close all types of bank accounts, to accept the valid bank warranty, and when needed, to take loans, warrants, pledges, mortgages and offer other assurances in order to actualize the foundation objectives and service matter; to obtain funds from projects and any activities that are or will be conducted in accordance with the foundation objectives and service matters, and to create commercial enterprises and partnerships that operate according to the ordinary operation principles, to associate with established ones, to directly operate them or to have it operated by a manager under supervision, with the purpose to bring in revenues to the foundation; to draw up profitable and necessary agreements such as initiatives, savings, acquire properties, construction, in order to realize one or all of the foundation objectives and service matters. The Foundation cannot use these authorization and revenues for intentions that are inhibited by the Turkish Civil Code.

 

FOUNDATION ASSETS:

Article 6. The Foundation’s founding assets is 50.0000 (fifty thousand Turkish Liras), allocated by its founders. The founding assets may be increased by additions to the assets, subsequent to the establishment of the foundation.

 
FOUNDATION ORGANS:

Article 7. Below are the foundation organs.

7.1 Board of Trustees

7.2 Board of Directors

7.3 Board of Supervisors

BOARD OF TRUSTEES:

Article 8. The Board of Trustees is composed of 10 (ten) people whose names are included in the attached list and whose signatures are hereby under the foundation articles

8.1. The first sentence has been taken out of the text. Legal people personally elect natural persons who will represent them and perform their duties in the Board of Trustees and notify this in written form to the foundation.

To replace the ones who leave or are dismissed, new natural entities or legal entities’ representatives may be recruited as trustees, with the suggestion of the Board of Directors and the decision of the Board of Trustees.

The natural entities that comprise the Board of Trustees on the establishment of the foundation are included in the 27th article.

However, to replace the deceased or incapacitated natural trustees, one of the maximum three nominated successors whose names are written in a closed-enveloped succession document pre-approved by the Board of Directors, may become a member of the Board of Trustees, according to the decision of the Board of Trustees.

On behalf of the trustees who are deceased before handing over a succession document, new trustees may be recruited through the Board of Directors’ suggestion and the approval of the Board of Trustees.

8.2. In lieu of the trustees who resign from or are dismissed from the Board of Trustees, natural or legal persons who may have significant contributions to the actualization of the Foundations objectives and services may become members of the Board of Trustees.

8.3. It is only possible to terminate the trusteeship of the members of the Board of Trustees and make possible their disengagement from the Foundation by conforming to the conditions of Articles 8 and 10 and other related articles, in case the members resign, are deceased, become functionless, are absent from routine Board of Trustees meetings without providing excuses, or are disengaged from the foundation for similar reasons, and the trusteeship of the Board of Trustees’ members are terminated if they do not carry or afterwards lose the legal conditions of being a founding member.

 

DUTIES AND AUTHORIZATIONS OF THE BOARD OF TRUSTEES:

Article 9. The Board of Trustees is the highest decision making body of the foundation. The authorizations of the Board of Trustees are shown below:

9.1. Elect the Board of Directors,

9.2. Elect the Board of Supervisors,

9.3. Discuss and examine the activity reports prepared by the Foundation Board of Directors and the Board of Supervisors’ reports, decide on the quittance of the Board of Directors.

9.4. Approve as is or by revising the internal draft legislation prepared by the Board of Directors.

9.5. Approve as is or by revising the annual budget proposals by the Board of Directors

9.6. Decide on the amount of and whether an attendance fee will be granted to the member of the Board of Directors and Supervisors besides the Public Officials 

9.7. Make additions and alterations to the foundation articles if needed.

9.8. Determine the general policies related to the foundation activities.

 
MEETING TIMES AND QUORUM OF THE BOARD OF TRUSTEES:

Article 10. The first meeting of the Board of Trustees is held within a month from the foundation registry.

10.1 The Board of Trustees is required to meet at least once in three months and make necessary decisions.

The Board of Trustees may also have an extraordinary meeting if the Board of Directors finds it necessary or when at least one third of the Board of Trustees members make a written request

During ordinary or extraordinary meetings, subjects besides the ones on the announced agenda will not be considered.

It is only possible to add to the agenda subjects if they are not concerned with article changes and with subjects concerning adding obligations and responsibilities through foundation organs, right after the council organization at the ordinary meeting, with the written request of one tenth of those present;

Changes to the date, venue, and agenda of the meeting must be notified at least 7 (seven) days prior to the meeting through a registrered letter to reach the members or by signature.

The Board of Trustees will meet with the half of the full number of members plus one. If the require majority has not been met, the meeting will be held in one week time, on the same day and at the same time. At this second meeting, the quorum cannot be lower than one third (1/3) of the full number of members. The Board of Trustees meetings will be directed by a Council composed of an openly elected head, vice head and a secretary. The minimum quorum of decision of the Board of Trustees is the number of half present at the meeting plus one. In the case of a tie during voting, the vote of the head of council is counted as two votes. The manner of voting will be additionally decided on. Each member has the right to one vote. The member who will not be able to attend may designate another member of the Board of Trustees as a representative. One person can be not more than one representative. The number required for changes, alterations or additions to the foundation articles is two thirds of the full number of members.

 

BOARD OF DIRECTORS:

Article 11. The Foundation Board of Directors is composed of 5 (five) full member and 3 (three) associate members elected by the Board of Trustees for the course of two years. It is required that three of the full members and two of the associate members of the Board of Directors be members of the Board of Trustees. It is possible to elect persons not related to the foundation only if they do not comprise the majority of the Board of Directors. At the first meeting of the Board of Directors, the head, vice head and treasurer members are elected and tasks are distributed. In lieu of members who for any reason are no longer members of the Board of Directors before the end of their duty term, one of the associate members will be called to duty according to their order. The Board of Directors meets at least once a month. A member of the Board of Directors who does not attend a meeting without a valid reason three times in a row is considered to have resigned from his post. In case a full or associate member vacates a membership position due to death or resignation, the Board of Trustees will assign new members. The required number for meetings is four, and decisions are made through majority. In case of a tie, the vote of the head counts as two votes. The decisions made are written down and signed in a notarized minute book.

 

DUTIES, AUTHORIZATIONS AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS:

Article 12. The Board of Directors is the foundation’s administration and execution body.

With this attributions, the Board of Directors:

12.1. Makes and implements all types of decisions in accordance with the foundation objectives.

12.2. In the light of policies determined by the Board of Trustees, ensures that foundation activities are regularly and efficiently conducted. In this respect, prepares necessary internal legislation proposals and submits them to the approval of the Board of Trustees.

12.3. Carries out necessary operations in order to utilize foundation assets and achieve new financial resources.

12.4. On behalf of the legal entity of the foundation, takes steps and action toward natural and legal persons with regard to legal, financial and miscellaneous matters.

12.5. The board can assign a director to the foundation, create a founation general secretary or similar assistance units, provided that their duties, authorizations and responsibilities are clearly determined in advance, and can dismiss them when necessary.

12.6. Determines the personnel to be recruited at the foundation, assigns them, settles their wages, and dismisses them when necessary.

12.7. Within the frame of the relevant legislation provisions, it decides on opening and closing down of branches and representative agencies in the country or abroad, and takes necessary actions in this respect.

12.8. Monitors and checks the foundation’s accounts, ensures that the profit and loss account statement and balance statements at the end of the account period are put in order, sent to the relevant administration and is declared.

12.9. Implements the annual budget approved by the Board of Trustees. j) Carries out all the preparations regarding the meetings of the Board of Trustees. k) Presents the discharge of the period foundation activities report at the Board of Trustees’ meetings.

12.10. Performs other duties necessary for the related regulations of the foundation articles and the foundation’s internal legislations.

 FOUNDATION REPRESENTATION:

Article 13. The Board of Directors represents the foundation. The Board of Directors can assign this representative authorization to the head and the vice head of the Board of Directors. In general or specific states or manners, within bases that it specifies, the Board of Directors can authorize one or several of their own members, anyone or several of authorized officials, a representative or representatives in order to draw up a contract, and to arrange and transfer an agreement, a legal document or bill to the foundation designation and account.

 

THE BOARD OF SUPERVISORS:

Article 14. The Board of Supervisors is a body created to inspect the foundation activities and accounts on behalf of the Board of Trustees. The Board of Supervisors is comprised of 3 (three) people elected by the Board of Trustees from within the trustees or outside the board provided they are not the majority. Additionally, 2 (two) associate members are elected. In case, for any reason, a full member resigns, an associate member can be called on duty.

The Board of Supervisors inspects all books, records and documents. After the foundation accounts have been confirmed by a certified public accountant, the report to be drawn up starting from the accounting period will be given to the Board of Directors to be sent to the Board of Trustees at least 15 (fifteen) days prior to the Board of Trustees meeting.

 

HONORARY TRUSTEESHIP:

Article 15 – With the suggestion of the Board of Directors, and the decision of the Board of Trustees, the title “Honorary Trustee” can be given to natural or legal persons who perform outstanding service and contributions toward the actualization of foundation objectives. Honorary trustees may join meetings of the Board of Trustees, yet do not own the right to elect or be elected.

 

FOUNDATION EXECUTIVE STAFF:

Article 16 – The foundation executive staff consists of authorized managers, expert advisors and a sufficient number of personnel elected by the Board of Directors. Concerning the duties and authorizations of the foundation executive staff, the “Personnel Regulations” terms approved by the Board of Directors are applied .

 

FOUNDATION REVENUES: 

Article 17. The Foundation revenues are shown below.

 17.1. Conditional and unconditional donations suitable to the foundation’s objectives and death related savings revenues,
17.2. Trusteeship fees to be charged from member candidates to join the Board of Trustees,

17.3. Rent, revenues, interest and dividends obtained from movable and immovable properties and stocks of the foundation and revenues from their sales,

17.4. Revenues obtained from the foundation-owned commercial enterprises and from company partners,      
17.5. Revenues obtained from brochures, bulletins, video cassettes and CD-DVDs, films, magazines, catalogues and book publications, conferences, panels, symposiums, panel discussions, forums, festivals, balls, catered meetings, tea, excursions, contests and scientific meetings,

17.6. Revenues obtained in accordance with terms of the Charity Collection Law

17.7. Other revenues from activities that comprise the Foundation’s objective

TAX EXEMPTION PRINCIPLES:

Article 18. The necessary and required principles for the foundation to have the right for tax exemption are shown below.

18.1. The Foundation management can spend a maximum of 1/3 of the gross revenues within a year on management and management maintenance expenditures and on provisions and investments to increase the Foundation assets, the remaining 2/3is required to be reserved for and spent on foundation objectives and service matters.

18.2. The total or a portion of the grants reserved for management and management maintenance expenditures and provisions, and investments to increase the foundation assets may be allocated for foundation objectives and service matters or the foundation assets.

18.3. It is mandatory that the grants allocated for the foundation objectives and service matters be spent within the working period. However, the total or a section of these grants can be kept in a fund for a certain amount of time for the actualization of certain projects

18.4. The grants allocated for foundation objectives and service matters cannot be used for other purposes or service matters. The grants reserved for management and management maintenance expenditures may be used for provisions or for investments to increase the foundation assets.

 

RESERVE FUNDS

Article 19. From the revenues obtained in a working period of the foundation, the management and management maintenance expenditures are subtracted, and 2% of the remaining sum is reserved for the reserve funds, or provisions.

In the event that the foundation’s annual revenues are not sufficient to compensate for management expenditures and the losses of the commercial enterprises affiliated with the foundation, the required expenses are compensated with the provisions, through suggestion of the Board of Directors and decision of the Board of Trustees.

The reserve funds equivalents are not kept in approximation, but are kept in the optimum state to be taken advantage of  in return of stocks and shares. In the 10th year of the establishment of the foundation, the first meeting of the Board of Directors will deliberate whether the amounted provisions are sufficient. In case the provisions are considered sufficient, provisions will no longer be reserved. In case it is found insufficient, reserving of provisions will be continued in kind, and every 5 years this matter will be discussed in the Board of Directors meeting.

 

ATTENDANCE FEE:

Article 20. The Board of Trustees will determine whether members of the management and supervision committee, besides public officials, will receive attendance fee or wages, and if so, the amount of it.

 

WHERE THE FOUNDATION REVENUES WILL BE ALLOCATED TO OR SPENT:

Article 21. At least two thirds of the foundation’s annual revenues will be allocated to and spent on foundation objectives.

COMMERCIAL ENTERPRISES:

Article 22. To actualize the foundation objectives and service matters, the foundation can establish commercial enterprises intended for execution, education and revenues.

This includes terms related to information concerning the foundation’s registration in terms of the status of the foundation’s commercial enterprise, approved by the Foundation Board of Directors, the foundation objectives and service matters, the enterprise employment matters, the management style and representation of the enterprise, the responsibility and principles of the enterprise management, financial operations, tax exemption matters, and supervision of the enterprise. The foundation’s commercial enterprises are registered in accordance with trade registry terms and become effective starting from the date of registration.

CHANGES TO FOUNDATION ARTICLES :

Article 23. Changes to the foundation’s formal articles may be made with a written proposal of the Board of Directors or the Board of Trustees, and the approval of at least two thirds (2/3) of the total number of the Board of Trustees, and the consideration of the General Directorate of Foundations and the authorized registration of the civil court of general jurisdiction.

 

TERMINATION OF FOUNDATION:

Article 24. If it is understood that the continuance of the foundation will be of no use or surmised that it has become impossible to actualize the foundation objectives and working matters, the foundation may be terminated with the suggestion of the Board of Directors and the consent of a minimum rate of 2/3 of the Board of Trustees, the observation of the General Directorate of Foundations and the decision of an authorized civil court of general jurisdiction.

The remaining assets resulting from the workings of the Board of Directors as a liquidation committee may be transferred to the Turkish Red Crescent in accordance with the decision of the Board of Trustees.

 

LACK OF TERMS:

Article 25. In case there are no terms present in the foundation’s formal articles, the terms of the Turkish Civil Code and the Regulations Concerning Foundations are applied.

 

FOUNDERS:

Article 26. The founders’ names, last names and the financial assets they allocated to the foundation are shown below:

1. Atilla KAPLAKASLAN 5.000,00 TL Cash

2. Nezih Ertuğrul ERDEM 5.000,00 TL Cash

3. Erol ŞEREF   5.000,00 TL Cash

4. Burhan AKDAĞ  5.000,00 TL Cash

5. Özkan KOÇ   5.000,00 TL Cash

6. Yavuz TORAMAN  5.000,00 TL Cash

7.Emrah YEDEKÇİ  5.000,00 TL Cash

8.Volkan AKÇIRAY  5.000,00 TL Cash

9.Ramazan Burak TELLİ 5.000,00 TL Cash

10.Edip ÖNDER  5.000,00 TL Cash

By proxy

Fulya ÖZKUMOVA, Esq.

 

MEMBERS OF THE BOARD OF TRUSTEES:

Article 27. Members of the Board of Trustees are shown below.

1. Atilla KAPLAKASLAN       8. Ramazan Burak TELLİ

2. Nezih Ertuğrul ERDEM        9. Volkan AKÇIRAY

3. Erol ŞEREF                       10. Emrah YEDEKÇİ

4. Edip ÖNDER

5. Özkan KOÇ  

6. Yavuz TORAMAN

7. Burhan AKDAĞ

TRANSIENT TERMS:

Transient Article 1. The Foundation’s first provisional Board of Directors is composed of the members shown below.

1. Atilla KAPLAKASLAN    

2. Nezih Ertuğrul ERDEM    

3. Erol ŞEREF 

4. Volkan AKÇIRAY

5. Özkan KOÇ

The transient board of directors is responsible for calling the Board of Trustees to a meeting, the latest a month after the registration date of the foundation, and in the meantime possesses the duties and authorizations stipulated in the articles.

 

Transient Article 2. Lawyers from the Istanbul Bar Associations, Fulya ÖZKUMOVA and Zafer Özkılıç have been invested with power to take care of all procedures related to the registration of the foundation.

 

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