FOUNDATION CHARTER
NAME OF THE FOUNDATION
ARTICLE 1 - The name of the foundation is TURKEY YOUTH AND EDUCATION SERVICE FOUNDATION (TÜRGEV). It is established according to the Turkish Civil Code and has legal personality. In this foundation charter, the abbreviation FOUNDATION is used.
HEADQUARTERS AND BRANCHES OF THE FOUNDATION
ARTICLE 2 - The headquarters of the foundation is located at Halitpaşa Street, İslambey Neighborhood No. 11, Eyüp, Istanbul. The exact address of the foundation's headquarters and any subsequent changes at this address are notified to the inspection authority. The foundation may open branches and representative offices within the country or abroad and organize their structures upon the decision of the Board of Directors, provided that the necessary permissions from authorized bodies are obtained.
PURPOSE OF THE FOUNDATION
ARTICLE 3 - The foundation aims primarily to contribute to the education, training, and development in material, spiritual, cultural, artistic, literary, scientific, technical, and sporting fields of the youth and children of the country and all young people and children worldwide; to raise awareness among youth regarding their future responsibilities and to equip them with all necessary skills to be beneficial to humanity by operating domestically and internationally, providing all necessary material and moral support, and undertaking necessary initiatives in these areas.
ACTIVITIES THE FOUNDATION MAY CARRY OUT TO ACHIEVE ITS PURPOSE
ARTICLE 4 -
a) To achieve its purpose, the foundation may carry out any activities domestically and internationally, especially including but not limited to the activities listed below.
b) The foundation may acquire all kinds of movable and immovable property and rights, tangible and intangible, intellectual and industrial, receivables from public and private, real and legal persons domestically and abroad. It may establish economic enterprises that will generate income and operate according to normal business principles, directly or through a person under supervision; it may accept, borrow, and lend property rights such as usufruct, easement, residence rights, superficies, pledge, mortgage, etc.; it may receive and give guarantees such as surety and pledge; establish funds and participate in existing funds; provide and receive interest-bearing or interest-free loans to real persons, companies, associations, foundations or equivalent institutions domestically and internationally.
c) The foundation may acquire property through wills or other death-related dispositions, purchase, lease or other means, manage, dispose, sell, transfer, collect, and spend income and profits; invest to increase income of one or more real estates belonging to the foundation’s assets; manage and spend movable and immovable properties and money obtained through donations, wills or other death-related dispositions in accordance with the foundation's purpose; obtain donations and credits from domestic and international sources to realize its purpose.
ç) The foundation may cooperate individually or jointly with public and private institutions, real and legal persons at national and international levels, support them materially and morally, establish commercial partnerships, create or join civil society organizations, social purpose institutions (foundations, associations, platforms, or similar organizations regulated by the laws of other countries); organize events jointly; make expenditures related to these activities; provide donations, financial support, or capital; and send money domestically and internationally for these or similar purposes.
d) The foundation may organize international congresses and meetings with established and future foundations, establish or participate in economic enterprises and companies appropriate to the foundation’s purpose, support their activities materially and morally; establish and operate economic enterprises that generate income and operate according to normal business principles, directly or through a person under supervision; accept, borrow, and lend property rights such as usufruct, easement, residence rights, superficies, pledge, mortgage etc.; establish funds that support the foundation's goals and services.
e) The foundation may establish and participate in economic enterprises and companies alone or jointly with public and private institutions, real and legal persons domestically and internationally.
f) Another purpose of the foundation is to establish and operate schools, faculties, universities, courses, dormitories, hostels, guesthouses, rest facilities and similar places.
g) To support and encourage youth in literature, science, culture, arts, and all kinds of written, oral, and visual media by organizing competitions with prizes and preparing education programs.
h) To provide material and moral support to owners and producers of intellectual and artistic works.
i) To ensure the positive development of youth by producing and publishing printed, audio, and visual media; establishing printing houses, video, and cinema centers; preparing or purchasing related publications and materials; and cooperating with other media and related institutions.
j) To provide scholarships domestically and internationally for youth in accordance with the foundation’s purpose.
k) The foundation may provide financial support domestically and internationally to support all kinds of development of youth.
l) The foundation may establish centers, paid or unpaid, domestically and abroad where youth can work, rest, carry out purpose-related activities, and perform special studies in certain fields, providing necessary infrastructure support for their activities.
m) The foundation may provide all opportunities and support for foreign youth to participate in purpose-related activities in centers, branches, and representative offices located domestically and abroad.
n) To organize, support, and encourage cultural, artistic, and sporting activities individually or together with central and local administrations to ensure the physical and intellectual development of youth.
o) To establish, operate, and support periodical or temporary educational institutions and supplementary courses, vocational and academic training institutes, and preparation courses for post-university education in accordance with the foundation’s purpose.
p) To organize seminars, briefings, debates, conferences, and similar meetings and activities for the protection, research, and development of historical, cultural, scientific, and artistic works and cultural heritage of our country; to establish or support museums, art galleries, youth centers, and similar activity centers in line with these aims.
r) To support and encourage financially and morally media organizations and real and legal persons involved in audio, visual, and written press that conduct activities consistent with the foundation’s purpose; provide in-kind support.
s) In summary, the foundation may carry out any useful and necessary initiatives, transactions, acquisitions, agreements, and commercial activities to fulfill any or all of its purposes, exercising all rights and authorities granted by the Turkish Civil Code and related legislation.
FOUNDATION ASSETS
ARTICLE 5 - The initial assets allocated to the foundation by the founders amount to “5,000,000,000 TRY.” Income obtained from various income-generating activities or donations will also be added to this asset.
FOUNDATION REVENUES
ARTICLE 6 - a) All kinds of donations in kind, cash, movable, immovable, intellectual and industrial rights from public and private, real and legal persons domestically and abroad; b) Fees collected as compensation for operating facilities aimed at the foundation's purpose and other revenues in kind and cash from these operations; c) Revenues from concerts, fashion shows, exhibitions, galas, and all kinds of social events organized for the foundation's benefit; d) Revenues from rental, sales, deposits, interest, and profits from the foundation's movable and immovable properties.
EXPENDITURE OF FOUNDATION REVENUES
ARTICLE 7 - At least two-thirds of the foundation’s gross income during the year must be allocated and spent on the foundation's purposes; the remaining one-third is allocated for administrative and management expenses and investments that will increase the foundation's income. Amounts allocated for the foundation’s purposes must not be used for other purposes under any circumstances. However, amounts allocated for administrative expenses, reserves, and investments to increase the foundation's assets may be spent partially or fully on services related to the foundation's objectives.
FOUNDATION ORGANS
ARTICLE 8 - The organs of the foundation are:
a) Foundation Assembly
b) Board of Directors
c) Foundation General Directorate
d) Audit Committee
e) Foundation Advisory Board
FOUNDATION ASSEMBLY
ARTICLE 9 - The Foundation Assembly consists of founding members listed in the appendix of the foundation charter with names, surnames, and titles, donors who have made significant donations after the foundation’s establishment, and members elected by the Foundation Assembly with a 4/5 majority vote upon the proposal of the Board of Directors from among individuals who have served the foundation’s objectives. Membership in the Foundation Assembly ends upon proposal of the Board of Directors and decision of the Foundation Assembly with a 4/5 majority vote.
DUTIES AND AUTHORITIES OF THE FOUNDATION ASSEMBLY
ARTICLE 10 - The Foundation Assembly is the highest advisory and decision-making body of the foundation and;
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Elects the Chairman, principal and substitute members of the Board of Directors, and principal and substitute members of the Audit Committee for a term of three years.
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Reviews and approves the budget and activity report prepared by the Board of Directors.
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Reviews audit reports; discharges the Board of Directors and auditors.
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Discusses and decides on matters submitted by the Board of Directors and determines main principles to guide the Board's work.
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Discusses and decides on amendments foreseen in the foundation's charter.
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If necessary, amends the foundation charter and decides on the dissolution or liquidation of the foundation.
MEETINGS OF THE FOUNDATION ASSEMBLY
ARTICLE 11 - The Foundation Assembly meets ordinarily every May and extraordinarily upon the invitation of the Board of Directors.
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The meeting date, place, time, and agenda are notified to Foundation Assembly members at least 15 days prior to the meeting either by hand with signature or via the registered email address.
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If less than half of the members attend the first meeting, the second meeting is held 7 days later at the same place and time without further notice. No quorum is required at the second meeting, and decisions are taken by majority of attendees.
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A chairperson and two clerks are elected to manage the meeting.
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Each member has one vote; absent members may appoint another member as proxy in writing. One member may carry at most one proxy vote.
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Amendments to the foundation charter require a two-thirds majority of attending members.
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The Foundation Assembly elects the Board Chairman, Board and Audit Committee members and their substitutes with two-thirds majority of attending members.
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In cases where special quorum is not required, the Foundation Assembly decides by simple majority.
BOARD OF DIRECTORS, CHAIRMAN AND REPRESENTATION
ARTICLE 12 - The Board of Directors consists of nine members selected from the Foundation Assembly members or externally. Five substitute members are also selected. The Board convenes its first meeting within 15 days following the Foundation Assembly meeting, elects a vice chairman and assigns other duties. Vacancies due to resignation, death, etc., are filled by substitute members appointed by the Board. The term of office is three years. Quorum is simple majority.
The Vice Chairman chairs Board meetings in the absence of the Chairman. The Board may authorize the Chairman, Vice Chairman, or Foundation General Manager to act on behalf of the foundation.
DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS
ARTICLE 13 - a) Represent the foundation.
b) Decide and execute all foundation affairs except those reserved for the Foundation Assembly.
c) Determine membership fees and provide income for the foundation.
d) Call the Foundation Assembly to ordinary meeting annually in May and extraordinary meetings when necessary.
e) Prepare work programs for the foundation and affiliated enterprises, provide financial resources, procure workplaces, and manage appointments, duties, authorities, responsibilities, and remuneration.
f) Acquire, manage, and dispose of all kinds of movable and immovable property, rights, shares, securities, usufruct, easement, pledges, mortgages, and other related rights for the foundation’s purposes.
g) Call the Foundation Assembly for extraordinary meetings.
h) Submit annual reports, budgets, and work programs to the Foundation Assembly.
i) Decide on foundation organization and staffing, approve appointments and dismissals.
j) Prepare and amend regulations governing the foundation’s activities.
k) Represent the foundation in official or private institutions, determine signature authority and levels.
l) Propose amendments to the foundation charter to the Foundation Assembly.
m) Cooperate with foundations with similar purposes.
n) Set conditions for admission to educational institutions run by the foundation.
o) Provide scholarships for graduates of the foundation's educational institutions domestically and abroad.
p) Delegate authority within limits for the foundation’s work.
r) Establish provincial representatives, appoint and remove them.
s) Establish and appoint members of the Advisory Board and remove them.
MEETINGS AND DECISIONS OF THE BOARD
ARTICLE 14 -
a) The Board meets at least once a month.
b) The agenda is prepared by the Foundation General Directorate and approved by the Board.
c) The Board convenes with a simple majority and decisions are made by majority of attendees.
d) A Board member who misses three consecutive meetings without excuse is considered resigned.
APPOINTMENT OF PROXY
ARTICLE 15 - The Board may appoint one or several representatives from among its members or outsiders to conduct foundation business or accept donations.
AUDIT COMMITTEE
ARTICLE 16 - The Audit Committee consists of three principal and two substitute members with expertise in audit and inspection, elected by the Foundation Assembly for three years, renewable. Vacancies are filled by substitute members appointed by the Board. The Committee audits annual accounts and inventories of the foundation’s management, enterprises, and affiliates and reports to the Foundation Assembly. The Assembly does not approve accounts without the audit report. Members may receive remuneration determined by the Board and be reimbursed for legal expenses.
FOUNDATION GENERAL DIRECTORATE
ARTICLE 17 - The General Director is appointed by the Board from among its members or externally. If not a founding member, resigns from Board duties. The General Director’s duties, powers, responsibilities, organizational structure, staffing, and salaries are determined by Board regulation. The Director manages all administrative and executive functions, exercises delegated authorities, executes tasks and decisions, and attends Board meetings.
ADVISORY BOARD
ARTICLE 18 - The Board may establish an Advisory Board to benefit from expertise in necessary fields. Members are experts with vision aligned with the foundation’s purpose, who add value by their knowledge and experience. Appointment and dismissal authority rests with the Board. Members serve one-year terms but may be removed earlier. The Advisory Board may provide advisory reports to the Board, which decides on their consideration.
PROVINCIAL REPRESENTATIVES
ARTICLE 19 - The Board may establish provincial representative offices with members determined according to the conditions of the province. Appointment, removal, and term are determined by the Board. Representatives may be chosen from Foundation Assembly members or externally and cannot exercise authority beyond the Board’s delegation. Their duties and authorities are determined by the Board.
INSPECTION AUTHORITY
ARTICLE 20 - The foundation is subject to inspection and supervision by the General Directorate of Foundations on behalf of the state.
ACCOUNTING PERIOD
ARTICLE 21 - The foundation’s accounting period starts January 1 and ends December 31.
SIGNATURE AUTHORITY AND DELEGATION
ARTICLE 22 - The Board Chairman is authorized to sign on behalf of the foundation. The Board may delegate signing authority within defined limits to the General Director, Board members, Foundation Assembly members, employees, or others. The Board holds full authority for representation and binding the foundation.
DISSOLUTION OF THE FOUNDATION
ARTICLE 23 - The Foundation Assembly decides on dissolution upon proposal of the Board. In case of dissolution, foundation assets are transferred to another foundation or official institution with similar purposes.
FOUNDERS OF THE FOUNDATION
ARTICLE 24 - The founders of the foundation are listed as:
Mehmet Mustafa Açıkalın
Prof. Dr. Adem Baştürk
Necmettin Üçyıldız
Ahmet Ergün
Dr. Mehmet Hilmi Güler
Ali İbiş
Dr. İzzet Özgenç
İdris Naim Şahin
INTERPRETATION OF THE FOUNDATION CHARTER
ARTICLE 25 - Interpretation of any article in the foundation charter belongs to the Foundation Assembly and its decision is final. Other relevant legal provisions apply.
MEMBERS OF THE FOUNDATION ASSEMBLY OF THE TURKEY YOUTH AND EDUCATION SERVICE FOUNDATION (TÜRGEV)
Ahmet Bayraktutar
Ahmet Ergün
Arzu Akalın
Atila Kanbur
Ayhan Özgürel
Aysel Demirel
Ayşe Kardaş
Ayşen Gürcan
Bülent Turan
Doruk Malhan
Esra Albayrak
Fatma Bilim
Fatmanur Altun
Fehmi Bilge
Gülcan Gümüş
Hafize Şule Albayrak
Halime Kökçe
Hasan Can
Hatice Akıncı Yılmaz
İbrahim Eren
İffet Polat
İsmail Kaan
İzzet Özgenç
Kemal Sayar
Kübra Güran Yiğitbaşı
Mehmet Doğan Kubat
Mehmet Fatih Kalender
Melike Gunyüz
Mevlüt Uysal
Murat Şeker
Mustafa Ataş
Mustafa Demir
Necmeddin Bilal Erdoğan
Osman Bozkurt
Reyhan Uzuner
Seda Kalyoncu
Serhat Albayrak
Sibel Erarslan
Sultan Işık
Tülay Kalav
Ümit Meriç
Yasemin Solmaz
Zeynep Feyza Eker Ayhan
Ziya İlgen
