Yücel Cultural Foundation Deed

Article 1-4 Name, purpose and operating principles of the Foundation

Article 1.

Name and Registered Office of the Foundation

The name of the Foundation is “Yücel Cultural Foundation”. Its registered office is at Alemdar Caddesi No. 3, Sultanahmet/Istanbul. Within the framework of the applicable legislation, branches and representative offices may be opened in Türkiye or abroad by resolution of the Foundation’s Board of Directors in order to fulfil the purposes of the Foundation. Their duties and powers shall be determined by the Foundation’s Board of Directors.

Article 2.

Purpose of the Foundation

The purpose of the Foundation is to support the intellectual and physical development and education of young people and adults, to strengthen their sense of responsibility for preserving and sustaining the high values and beliefs developed in free and democratic societies, and to contribute to their cultural development. The Foundation has been established specifically to provide services in the fields of education, sport and tourism.

Article 3.

Services to Be Provided by the Foundation

The Yücel Cultural Foundation shall:

a) Establish educational and training institutions, schools of every type and level, courses and student dormitories; organise seminars, group studies, conferences and teacher and student exchange programmes in Türkiye and abroad;

b) Establish and operate camps and sports facilities;

c) Construct or procure the construction of facilities that will serve tourism and education in various ways, in return for real property or under a build-operate-transfer model. It shall cooperate with enterprises or companies, whether legal entities or private undertakings. It shall establish and operate, within its own structure, enterprises and companies consistent with the purposes of the Foundation, and shall carry out all forms of supervision and administration relating to them.

The Foundation shall also publish and distribute books, journals, brochures and bulletins of cultural value relating to the services specified above.

At least 80% of the Foundation’s income shall be spent on the provision of the education, sport, culture, arts and tourism services specified above that fall within the duties and budgets of general, special and annexed-budget administrations.

d) Provide successful students who have difficulty continuing their education at any stage due to financial hardship with cash and in-kind assistance to meet their educational, accommodation, nutrition and other needs; raise their educational and cultural levels; support advanced scientific and technological research, specialised studies, undergraduate education and doctoral studies; award merit and talent scholarships; and cooperate with organisations in Türkiye and abroad that provide opportunities for young people.

e) Bring together young people from around the world and conduct social and cultural activities so that they may develop their abilities by using contemporary technologies and become individuals who benefit their country and humanity. Through student exchange programmes, enable young people to improve their foreign-language skills and thereby strengthen their communication with other cultures; carry out and support projects in areas such as the arts, culture, sport and camps that unite people and promote social development.

f) The services provided by the Foundation in pursuit of its purposes shall be open to everyone.

Article 4.

Operating Principles

The Foundation shall operate in accordance with the following principles:

A) To develop the responsibility of young people and adults towards themselves:

1) To develop leaders who respect democratic procedures, to equip them to perform leadership duties positively and effectively, and to foster the ability to support an elected leader with understanding;

2) To increase interest in all forms of art and sport and enable both themselves and others to benefit from them;

3) To contribute to their being honest in their initiatives and conduct, considerate of the rights of others, and respectful.

B) To develop the responsibility of young people and adults towards society:

1) To strengthen their sense of duty and service towards their country and nation;

2) To make them sensitive to social issues and develop their sense of responsibility for contributing to the resolution of such issues;

3) To enable them to acquire the capacity to act, within the framework of the law, against all forms of unjust treatment and to seek their remedy;

4) By developing their abilities, to make them contemporary and rational individuals capable of helping build a free society; individuals who do not discriminate on the basis of gender, religion, language or ethnic origin, who respect all cultures, and who favour constructive, unifying and peaceful approaches;

5) To raise young people’s awareness of respect for the environment, the importance of technological developments, and the protection of natural life and cultural assets.

C) Within the framework of the law and the regulations, the Foundation may undertake the following legal transactions in order to achieve its purpose:

1) It may acquire all kinds of property, assets and rights by way of donation, will or other testamentary disposition. It may sell, transfer, convey or lease what it owns and collect the income and profits arising from them.

2) It may borrow and lend. It may purchase and sell immovable and movable property, securities and all kinds of rights; create pledges and mortgages; acquire all kinds of rights in rem and personal rights; and carry out all kinds of transactions.

3) For the fulfilment of its purposes, it may accept and exercise rights in rem other than ownership, such as usufruct and rights of residence. It may take all forms of security, including pledges over movable and immovable property. It may accept valid bank guarantees and, when necessary, borrow funds. It may pledge part of the Foundation’s assets or use them as security.

4) It may cooperate and enter into agreements, in accordance with lawful procedures, with foundations and other organisations carrying out activities similar to the Foundation’s purpose. With the exception of public institutions, it may receive assistance from other foundations and organisations; independently or through cooperation, it may hold shares in organisations with limited liability in a manner that does not endanger the Foundation’s assets. It may make investments and establish enterprises. It shall undertake activities to increase the Foundation’s assets. The Foundation may not use these powers or its income for purposes prohibited by the Turkish Civil Code.

5) The Foundation has no connection with politics and may not be made an instrument of any political influence.

Article 5-8 Founders, governing bodies and duties of the General Assembly

Article 5.

Founders

The persons whose names appear at the foot of this Deed of Foundation are the founders of the Foundation.

Article 6.

Governing Bodies of the Foundation

The General Assembly, the Board of Directors, the Executive Committee and the Audit Committee.

Article 7.

General Assembly of the Foundation

The founders of the Foundation constitute the General Assembly. In the event of their death or withdrawal from founding membership of the Foundation for any reason, each founder shall submit to the Chair of the Board of Directors, in a sealed envelope, the names of two candidates to take their place. The Board of Directors shall propose to the General Assembly that one of these two candidates be elected as successor. If a founding member dies without notifying the Chair of the Board of Directors of a candidate to succeed them, the Board of Directors shall submit one candidate for the approval of the General Assembly. A General Assembly member who fails, without excuse, to attend three consecutive General Assembly meetings shall lose membership status; in their place, the Board of Directors shall, as stated above, submit a new candidate for General Assembly membership to be elected at the next General Assembly meeting. Up to ten persons proposed by the Board of Directors and accepted by the General Assembly, on the grounds that their services are expected to benefit the Foundation, may be elected as temporary members of the General Assembly for a term of three years. Provided that it does not alter the spirit and purpose of the Foundation or the reason for its establishment, the General Assembly is the body authorised to take all decisions.

Article 8.

Duties of the General Assembly

The duties of the General Assembly are as follows:

a) To elect the Board of Directors and the three-member Audit Committee;

b) To adopt and amend the statutes and internal regulations governing the operations and administration of the Foundation and the schools and institutions affiliated with it;

c) To discuss and examine the activity report prepared by the Board of Directors and the reports of the Audit Committee, and to decide on the release of the Board of Directors from liability;

d) To decide on the dissolution of the Foundation;

e) To purchase and sell immovable property and create mortgages for the fulfilment of the Foundation’s purposes;

f) To decide on matters submitted to the General Assembly by the Board of Directors;

Where it considers this necessary for the prompt and efficient conduct of business, the General Assembly may delegate to the Board of Directors the powers set out in subparagraphs (b) and (e).

g) To amend the provisions of the Deed of Foundation;

Article 9-13 General Assembly, Board of Directors and Executive Committee

Article 9.

Meetings of the General Assembly

The General Assembly shall ordinarily meet once each year on a date between February and May.

Extraordinary meetings shall be held upon a resolution of the Board of Directors, where the Audit Committee unanimously considers such a meeting necessary, or upon a written request submitted to the Chair by one-third of the founders.

The date, place and agenda of the meeting shall be announced to the members of the General Assembly at least ten days in advance.

Notice shall be given by both publication in a newspaper and registered post to the address known to the Foundation.

If more than half of the members are not present at the first General Assembly meeting, the members attending the subsequent meeting shall suffice and the General Assembly shall convene without any quorum requirement.

The second meeting must be held no later than fifteen days after the date on which the required majority was not obtained.

Where the place, date and time of the second meeting to be held because the quorum was not achieved at the first call have been specified, no separate notice shall be served on the members of the General Assembly for that subsequent meeting. Meetings of the General Assembly shall be chaired by the Chair of the Foundation’s Board of Directors or the Deputy Chair. Two secretaries shall be elected from among the founders. If neither the Chair nor the Deputy Chair is present, or if they do not wish to chair the meeting, a presiding committee shall be elected by the General Assembly. The results of the meeting shall be recorded in minutes by the presiding committee.

Decisions of the General Assembly shall be taken by majority. However, for decisions concerning amendments to the Deed of Foundation to be valid, a quorum of three-quarters must be present and the decision must be adopted by the votes of at least two-thirds of those attending. No amendment to the Deed of Foundation may be discussed or decided by the General Assembly unless it appears on the agenda notified to the members.

Once an amendment to the Deed of Foundation has been adopted, the incumbent Board of Directors shall be authorised to represent the Foundation in all procedures relating to registration, publication and formalities required to be carried out before a notary public.

Article 10.

Board of Directors of the Foundation

The Board of Directors of the Foundation shall consist of nine principal members and five alternate members elected by the General Assembly from among its own members for a term of two years. According to the election results, the nine persons receiving the highest number of votes shall be principal members and the following five persons shall be alternate members. The Board of Directors shall elect from among its members a Chair, Deputy Chair, Secretary General and Treasurer.

Article 11.

Duties and Powers of the Board of Directors

Except for matters expressly assigned to the General Assembly, the Board of Directors shall be authorised to decide on all affairs of the Foundation. The duty of the Board of Directors is to take all decisions and carry out all activities necessary to fulfil the Foundation’s purpose.

The principal duties of the Board of Directors are:

a) To manage the Foundation’s principal capital in the most appropriate manner and take decisions concerning the administration of its movable and immovable property;

b) To prepare the budget and take general decisions on income and expenditure within the limits of the budget approved by the General Assembly;

c) To create mortgages in favour of or against the Foundation and request the release of existing mortgages;

d) To prepare the activity reports, balance sheet and statements of account to be submitted to the General Assembly and send them to the members together with the notice convening the General Assembly meeting;

e) To convene ordinary or extraordinary meetings of the General Assembly;

f) To appoint persons authorised to represent the Foundation before public and private authorities, and determine those authorised to sign on behalf of the Foundation and the extent of their authority;

g) To determine the Director General and directors to be appointed for the administration of the Foundation, the personnel regime, the number of personnel, their remuneration and job titles; regulate relations among the governing bodies; consider and decide on proposed regulations for this purpose; and carry out personnel-related procedures;

h) To establish project partnerships with local and special administrations and other domestic and foreign institutions in line with the Foundation’s purposes, and benefit from European Union and other foreign funds;

i) To conduct cultural, economic, social and sporting activities in line with the Foundation’s purposes; organise camps; establish facilities; enter into partnerships; create branches, representative offices or working platforms in Türkiye and abroad; and cooperate with institutions and organisations where such cooperation is considered beneficial.

Article 12.

Meetings of the Board of Directors

The Board of Directors shall meet, upon invitation by its Chair, at least once every two months. The Executive Committee may convene the Board of Directors at any time it considers necessary. A member who, without a valid excuse, fails to attend three consecutive meetings, remains outside Istanbul for more than six months, or fails to attend meetings for a period of six months, even as a result of illness or another force majeure event, shall be deemed to have resigned. The Board of Directors may convene with at least five members present and shall decide by a majority of those present. Decisions shall be entered, by writing or affixing them, in a book certified by a notary public and shall be signed by the participants. A member not attending a meeting may submit a written opinion on matters on the agenda, and that opinion shall be taken into account in an advisory capacity.

Article 13.

Executive Committee

The Foundation shall have a four-member Executive Committee to implement the resolutions of the Board of Directors and to decide and act on matters delegated to it by the Board. The Chair of the Board of Directors shall also chair the Executive Committee. The Deputy Chair of the Foundation’s Board of Directors, the Secretary General and the Treasurer shall be members of the Executive Committee. In the absence of the Chair, the Deputy Chair shall preside; in the event of an equality of votes, the Chair’s vote shall count as two. During intervals between meetings of the Board of Directors, the Executive Committee may act on behalf of the Board in matters where delay would be prejudicial. It shall, however, remain accountable to the Board of Directors for such actions and shall inform the Board at its first meeting. The Executive Committee shall convene upon the Chair’s invitation with at least three members present.

Article 14-19 Management, audit and financial provisions

Article 14.

Appointment and Duties of the Director General and Directors

Upon the proposal of the Executive Committee and by resolution of the Board of Directors, a Director General and as many directors and specialists as required may be appointed to the Foundation. The Director General and directors shall be appointed under contracts of no more than three years. At the end of the term, the Board of Directors may renew the contract. The Director General is the Foundation’s highest-ranking executive, organises the work of the institutions affiliated with the Foundation and their directors, and is responsible for overall management. The Director General is also accountable to the Board of Directors for all activities.

Article 15.

Duties of the Director General and Directors

The Director General and directors shall be responsible for administering the Foundation and the institutions affiliated with it in accordance with the programmes and directives determined by the Board of Directors. The Director General may attend meetings of the Board of Directors upon invitation but shall have no voting right.

The Director General of the Foundation shall prepare the administration’s budget and annual accounts in detailed form and submit them, together with the relevant report, to the Chair of the Foundation’s Board of Directors one month before the General Assembly meeting. The Chair shall submit this report to the Board of Directors. The budget and annual activity report prepared by the Board of Directors shall be submitted to the General Assembly for approval together with the opinion of the Audit Committee.

Article 16.

Audit Committee

The General Assembly shall elect from among its members a three-member Audit Committee. Although the Foundation is subject to inspection by the Directorate General of Foundations, the Foundation’s own Audit Committee may also examine at any time the Foundation’s income and expenditure ledgers and the supporting documents and files.

It shall verify whether expenditures comply with the relevant resolutions and whether there is any irregularity in financial transactions. The report it prepares shall be distributed to the members of the General Assembly either together with the report submitted by the Board of Directors to the General Assembly or directly.

Article 17.

Appointment of External Auditors

The Board of Directors may also appoint authorised external auditors, temporarily or permanently, to examine the accounts and report the results to it.

Article 18.

Founding Fund of the Foundation

Among the Founding Members whose names appear at the foot of the Deed of Foundation, the Yücel Association allocated TRY 250,000 (two hundred and fifty thousand Turkish lira) to the Foundation as its initial founding fund. Each of the other founders also allocated and paid TRY 250 to the Foundation, on a one-time and gratuitous basis.

The Foundation may also accept donations and acquire movable and immovable property. Conditional donations may be accepted by resolution of the Board of Directors. After deducting taxes, administration, maintenance and other necessary expenses relating to immovable property, all remaining income shall be allocated to the Foundation’s purpose.

Article 19.

Changes to the Purpose and Conditions

Where a change to the purpose, or a change to obligations and conditions that endanger the purpose, is in question, Article 80 of the Civil Code shall apply.

Article 20-22 Remuneration, membership status and termination

Article 20.

Attendance Fees and Remuneration

Any attendance fee payable to the Board of Directors or the Audit Committee shall be determined annually by the General Assembly. If the Board of Directors assigns a temporary or permanent duty to any Founding Member, that Founding Member may be remunerated.

Article 21.

Loss of General Assembly Membership

A person convicted by a final judgment of an offence involving dishonour or disgrace, or sentenced to severe imprisonment or imprisonment for more than six months, shall lose their status as a member of the General Assembly. The decision concerning loss of General Assembly membership shall be taken by the General Assembly by secret ballot. No separate expulsion decision shall be taken in respect of a General Assembly member who resigns voluntarily. Rights and benefits transferred to the Foundation by a member who resigns or is expelled shall not be returned.

Article 22.

Termination of the Foundation and Disposal of Its Assets

If, for any reason whatsoever, it becomes definitively impossible to fulfil the Foundation’s purposes, or if the Foundation is dissolved for any reason, all of its assets shall be transferred to a foundation with similar purposes deemed appropriate by the General Assembly. The Board of Directors shall be authorised to carry out the transfer. The Foundation may be dissolved upon a written proposal by the Board of Directors or by more than half of the total number of General Assembly members, and with the approval of two-thirds (2/3) of the total number of General Assembly members.

Deed of the Yücel Cultural Foundation

A) To develop the responsibility of young people and adults towards themselves:

B) To develop the responsibility of young people and adults towards society:

C) Within the framework of the law and the regulations, the Foundation may undertake the following legal transactions in order to achieve its purpose:

The principal duties of the Board of Directors are: