Deed of Foundation

DEED OF FOUNDATION

NAME OF THE FOUNDATION

Article 1 – The name of the Foundation is "ORPHAN FOUNDATION".

HEADQUARTERS OF THE FOUNDATION

Article 2 – The headquarters of the Foundation is located in the Fatih District of Istanbul, Turkey. The address is Dervişali, Kariye Cami sk. No:6 34200 Fatih/İstanbul

 

PURPOSE OF THE FOUNDATION

Article 3 – The purpose of the Foundation is as follows:

• To provide all necessary humanitarian assistance to children in need of protection worldwide, without any discrimination based on religion, language, race, gender, or any other similar criteria.
• To create an environment in which orphans and abandoned children can develop in a loving and compassionate atmosphere, promoting their overall well-being in both physical and mental health, and contributing to their healthy and peaceful integration into society.
• To identify the underlying causes of the conditions faced by orphans, abandoned children, and other disadvantaged groups, conduct research aimed at eliminating these causes, raise public awareness on these issues, and prepare reports on relevant matters.
• To raise societal awareness and provide necessary support for "social orphans" – children who, while not officially orphans, live in conditions of inadequate nutrition, poor housing, and lack of parental affection and care, and who require physical and psychological support.
• To engage in educational, developmental, and supportive activities directed towards family members, especially parents, and other stakeholders, with the aim of achieving effective outcomes in the development of children.

Article 4 – In order to achieve its objectives, the Foundation carries out the following activities:

• Establishment and Operation of Educational Institutions: The Foundation establishes, builds, rents, purchases, or enters into agreements with existing educational institutions to ensure the best education and learning for orphans, abandoned children, and other children in need of protection. It may acquire real estate, construct or lease buildings, and establish kindergartens, primary schools, secondary schools, high schools, universities, and institutions providing undergraduate and graduate education. The Foundation also supports orphans in their education by providing scholarships, in-kind assistance, and supplementary courses.
• Vocational Training and Employment Assistance: The Foundation establishes vocational training centers, participates in or supports existing vocational training programs, and assists in creating businesses or facilitating employment for children in need of protection. It continues to support these children throughout their lives, regardless of age, as long as resources allow.
• Training and Consultancy for Stakeholders: The Foundation provides education and consultancy to families in contact with children in need of protection, volunteers, trainers, social workers, administrators, and employees of institutions working with orphans, and other relevant professionals.
• Psychosocial Development Support: The Foundation establishes, purchases, or rents rehabilitation centers and therapy clinics to support the psychosocial development of orphans and abandoned children. It may cooperate with existing centers or receive support from them.
• Protection and Healthy Development of Children: The Foundation conducts social service and aid activities aimed at protecting children from all forms of neglect and abuse and ensuring their healthy development. The Foundation collaborates with relevant public institutions and organizations to coordinate these efforts.
• Information and Documentation: Upon obtaining the necessary permissions from the relevant authorities, the Foundation collects and disseminates information, documents, and publications related to orphanhood, its causes, and preventive measures. It establishes a documentation center and publishes newspapers, magazines, books, bulletins, and other written, visual, and audiovisual materials.
• Establishment of Care and Shelter Facilities: The Foundation establishes, purchases, or leases institutions such as orphanages, shelters, hostels, and similar facilities for children in need of protection, particularly orphans and abandoned children. It may also establish and operate shelters, housing facilities, guesthouses, dormitories, recreational facilities, and sports centers, as well as libraries, research centers, laboratories, nursing homes, hospitals, and clinics.
• National and International Cooperation: Within the legal framework and with the necessary permissions, the Foundation collaborates with national and international organizations, associations, foundations, and similar institutions with similar objectives. The Foundation may provide support to these organizations or receive support from them.
• Monitoring and Contributing to International Developments: The Foundation monitors international developments in the field of social services and humanitarian aid, contributes to them, and evaluates these developments for possible application in its own activities.
• Health Services: Upon obtaining the necessary permissions from relevant authorities, the Foundation establishes temporary or permanent health service units or cooperates with existing health service providers. The Foundation may participate in or provide support to existing healthcare facilities.
• Emergency Assistance in Disasters or Conflicts: The Foundation provides emergency aid to children who have lost their homes or have been displaced due to disasters or wars, including food, clothing, blankets, tents, and temporary or permanent shelter.
• Disaster Preparedness and Prevention: The Foundation organizes necessary measures to prepare for potential disasters or wars. It cooperates with civil defense organizations, local NGOs, or international institutions and organizations.

ACTS AND ACTIONS TO BE UNDERTAKEN BY THE FOUNDATION FOR SOURCES OF FUNDING

Article 5 - In order to achieve its objective, the Foundation is entitled, within the legal limitations, to acquire and utilize movable and immovable property and rights, regardless of their amount or value, through donations, bequests, purchases, and leases. In accordance with the laws governing foundations, the Foundation may sell, transfer, and dispose of its assets, collect and spend its revenues, and use one or more immovable properties or their income for investment purposes. The Foundation may manage and dispose of the movable and immovable properties and funds obtained through donations, bequests, purchases, and other means, provided that these actions do not contradict the Foundation's objectives and services.

The Foundation is authorized to engage in partnerships and cooperate with domestic and, when permitted by law, international foundations, legal and natural persons who are involved in similar activities. The Foundation may accept assistance from individuals or organizations outside public institutions and establish agreements to secure such assistance. The Foundation may also accept and use rights such as easements, usufruct, habitation, superstructure, pledge, mortgage, or other non-ownership rights, and take any necessary guarantees, including pledges and mortgages, for contracts related to its income or future incomes.

The Foundation is authorized to accept guarantees such as bank guarantees, sureties, pledges, and mortgages, and to provide guarantees as required for the fulfillment of its objectives. It may also obtain loans when necessary, to carry out its goals and services. The Foundation may establish economic enterprises, partnerships, or participate in existing ones, operating them directly or through a manager under its supervision. In addition, the Foundation is authorized to engage in any necessary activities to acquire property, initiate projects, and enter into construction or other contracts in line with its objectives. As per Article 48 of the Turkish Civil Code, the Foundation may undertake these actions with the required permits and authorizations.

The Foundation can engage in all types of commercial, industrial, cultural, and agricultural activities in order to develop its assets. It may organize panels, competitions, raffles, charity meetings, and auctions. The Foundation can establish businesses, purchase existing ones, or become a partner. These rights and revenues cannot be used for purposes prohibited by the Turkish Civil Code.

FOUNDATION’S INITIAL ASSETS

Article 6 - The initial assets of the Foundation consist of the amount of 60,000 Turkish Lira (Sixty Thousand Turkish Lira) allocated by the founders.

BODIES OF THE FOUNDATION

Article 7 - The bodies of the Foundation are as follows:

• Board of Trustees
• Board of Directors
• Audit Committee
• Advisory Board

BOARD OF TRUSTEES

Article 8 - The Board of Trustees of the Foundation consists of the individuals listed below. The number of members may be increased or decreased by the decision of the Board of Trustees.

 

İSİMLER

 

Any member of the Board of Trustees who fails to attend meetings three (3) consecutive times without valid excuses, who fails to fulfill the duties assigned by the Board of Trustees, or whose actions are found to be contrary to the foundation's purpose, mission, reputation, and general moral values, as determined by the Board of Trustees, shall automatically lose their membership.

In the event of a vacancy in the Board of Trustees due to death, resignation, or any other reason, a new member will be selected for the vacant position by a majority vote of the Board of Trustees, based on the proposal of the Board of Directors or the current members of the Board of Trustees. Following a death or resignation, the number of remaining members shall be considered the total membership count, and this number will be used to calculate the quorum and decision-making requirements for meetings.

Duties and Powers of the Board of Trustees

Article 9 - The Board of Trustees is the highest decision-making body of the foundation. The duties and powers of the Board of Trustees are as follows:

• To select the members of the Board of Directors.
• To select the members of the Audit Committee.
• To review and evaluate the activity report prepared by the Board of Directors and the audit committee’s reports, and to decide on the approval of the Board of Directors.
• To propose amendments to the internal regulations prepared and implemented by the Board of Directors.
• To approve or amend the annual budget draft prepared by the Board of Directors.
• To decide whether or not to grant honorarium to the members of the management and audit committees, excluding public officers, provided that it does not exceed 1% of the foundation's income, and to determine the amount of honorarium if granted.
• To make additions and changes to the foundation's charter when necessary.
• To determine the general policies regarding the activities of the foundation.

Meeting Time and Quorum of the Board of Trustees

Article 10 - The first meeting of the Board of Trustees shall be held within one (1) month following the registration of the foundation.

The Board of Trustees shall hold its regular meetings every three (3) years, during the month of May. Additionally, the Board may convene an extraordinary meeting upon the request of the Board of Directors or upon the written request of at least one-third (1/3) of the members of the Board of Trustees. In both regular and extraordinary meetings, no matters may be discussed that are not included in the announced agenda. However, after the formation of the chairmanship at a regular meeting, any member present may propose, with the written suggestion of at least one-tenth (1/10) of the members, to add items to the agenda, except for changes to the charter, the foundation’s governing bodies, or matters that would impose additional obligations or responsibilities on the foundation. The date, time, place, and agenda of the meeting shall be communicated to the members at least seven (7) days in advance by registered mail, signature receipt, or any modern communication and notification methods that ensure members receive the notice on or before the meeting date.

The Board of Trustees shall convene with more than half of the total membership. If a quorum is not reached, the meeting shall be rescheduled for the same time and place one (1) week later. In this second meeting, the quorum shall not be less than one-third (1/3) of the total membership. In the case of death or resignation, the quorum shall be based on the number of remaining members.

The decision-making quorum of the Board of Trustees is more than half of the members present at the meeting. In the case of a tie, the chairperson's vote shall count as two (2) votes. The method of voting shall be determined by a separate decision. Each member has one (1) vote. A member unable to attend the meeting may appoint another member of the Board of Trustees as a proxy. A single member may not hold more than one proxy. The decision-making quorum for changes, amendments, or additions to the foundation's charter shall require a two-thirds (2/3) majority of the total membership.

Board of Directors

Article 11 - The Foundation’s Board of Directors shall consist of 9 (nine) principal members and 5 (five) substitute members, who will be elected by the Board of Trustees for a term of 3 (three) years. In the first meeting of the Board of Directors, the chairman, vice-chairman, and the distribution of tasks among the members of the Board may be determined. If a member’s term ends prematurely for any reason, one of the substitute members will be called to assume the position, in order of their ranking. The quorum for meetings is more than half of the total membership, and decisions are made by the majority of the members present. In case of a tie, the chairman’s vote shall be counted as two votes. The decisions made are recorded in the decision book, which is notarized and signed.

Duties, Powers, and Responsibilities of the Board of Directors

Article 12 - The Board of Directors is the governing and executive body of the Foundation. In this capacity, the Board of Directors:

• Makes and implements all decisions in line with the foundation’s objectives.
• Ensures that the foundation’s activities are carried out in an orderly and efficient manner, in accordance with the general policies set by the Board of Trustees. In this context, the Board prepares and executes the necessary internal regulations and other procedural operations related to the foundation’s operations.
• Carries out the necessary work to evaluate the foundation’s assets and secure new financial resources.
• On behalf of the foundation’s legal entity, engages in legal, financial, and other necessary actions with all natural and legal persons.
• Decides on the establishment and closure of branches and representative offices both within Turkey and abroad, and carries out the necessary procedures for these actions in compliance with applicable laws.
• Oversees the foundation’s accounting activities, ensures that income-expenditure statements and balance sheets are prepared at the end of the fiscal period, and ensures that these documents are sent to the relevant authorities and publicly announced.
• Implements the annual budget approved by the Board of Trustees.
• Prepares the necessary procedures for the Board of Trustees’ meetings.
• Presents the foundation’s activity report for the relevant period to the Board of Trustees for approval.
• Performs other duties required by the relevant legislation, the foundation’s charter, and internal regulations.
• If needed, establishes an Executive Committee to carry out the foundation’s management activities, appoints a general manager or secretary-general, and prepares working procedures and guidelines for the emerging units.
• Establishes committees when necessary in relation to the foundation’s fields of activity, and determines their working procedures and guidelines.
• Creates an internal control and compliance unit to monitor the compliance of the foundation’s operations with national and international general regulations and internal bylaws. The areas of operation, procedures, and principles of this unit are defined by the Board.
• Defines the conditions under which the foundation’s owners, partners, or operators can benefit from the foundation’s activities and establishes the principles and rules that beneficiaries must adhere to. Those who do not comply with these regulations will have their relationship with the foundation terminated.

Representation of the Foundation

Article 13 - The Foundation shall be represented by the Board of Directors. The Board of Directors may delegate this representation authority to the Chairman or Vice Chairman of the Board.

The Board of Directors may authorize one or more of its members, one or more of its authorized officers, or any representative to sign any contract, agreement, legal document, or deed on behalf of the Foundation in accordance with the guidelines set by the Board of Directors for general or specific matters.

Advisory Council

Article 14 - The Advisory Council:

Members of the Advisory Council are selected from individuals who embrace the founding mission of the Foundation and can provide material, moral, scientific, and technical support to the Foundation's activities. These individuals should also serve as models for the Foundation’s target audience. The Advisory Council members are chosen by the Board of Directors. The number of members may be increased or decreased by the Board of Directors.

The Advisory Council may meet upon invitation from the Board of Directors, and each member may be invited individually to contribute their expertise to the Foundation's work. If any member of the Advisory Council acts or speaks in a manner inconsistent with the Foundation’s mission, their membership may be terminated by the decision of the Board of Directors.

Audit Committee

Article 15 - The Audit Committee is an organ established on behalf of the Board of Trustees to audit the activities and accounts of the Foundation. The Audit Committee consists of 3 (three) members, elected by the Board of Trustees for a term of 3 (three) years. Ideally, members are selected from individuals specialized in relevant fields. Additionally, 2 (two) substitute members are elected. In case of departure of a principal member for any reason, a substitute member is called to assume the position.

The Audit Committee conducts its inspections over all books, records, and documents. The audit report, which is prepared at the end of the fiscal period, must be submitted to the Board of Directors at least 15 (fifteen) days before the Board of Trustees meeting. If deemed necessary by the Foundation, the activities and accounts may also be audited by independent national or international auditing organizations.

Honorarium

Article 16 - The Board of Trustees shall determine whether honoraria or salaries will be paid to the members of the Board of Directors and the Audit Committee who are not public servants, and if so, the amount to be paid.

Foundation's Revenues

Article 17 - The Foundation’s revenues are as follows:

• All kinds of conditional and unconditional donations and grants in accordance with the Foundation's purpose.
• Various income generated from the Foundation's activities.
• Income from economic enterprises, subsidiaries, and partnerships.
• Income generated from the evaluation of the Foundation’s movable and immovable properties and other assets and rights.

Allocation and Expenditure of Foundation's Income

Article 18 - At least two-thirds of the Foundation’s annual gross income shall be allocated and spent on the Foundation’s purposes, and the remaining portion shall be allocated for administrative and maintenance expenses, reserves, and investments aimed at increasing the Foundation’s assets.

Amendment of the Official Charter

Article 19 - Amendments to the Foundation’s charter can be made upon the written proposal of at least one-fifth (1/5) of the members of the Board of Directors or the Board of Trustees, with the approval of at least two-thirds (2/3) of the total members of the Board of Trustees, and with a decision from the court.

Termination of the Foundation

Article 20 - In the event of the Foundation’s termination for any reason, any remaining assets and rights, after the settlement of debts, shall be transferred to another foundation with the same purpose, as determined by the Board of Trustees. The termination of the Foundation can only take place upon the written proposal of at least one-half plus one of the total members of the Board of Directors or the Board of Trustees, with the approval of at least two-thirds (2/3) of the total members of the Board of Trustees, and with a decision from the court.