ARTICLE 1. NAME AND HEADQUARTERS OF FOUNDATION

ARTICLE 2. PURPOSE OF FOUNDATION

ARTICLE 3. DISPOSALS TO BE MADE BY FOUNDATION

ARTICLE 4. ASSETS OF FOUNDATION

ARTICLE 5. REVENUES OF FOUNDATION

ARTICLE 6. EXPENDITURE AND ALLOCATION OF FOUNDATION REVENUES

ARTICLE 7. PLACEMENT OF FOUNDATION FUNDS

ARTICLE 8. FOUNDATION ORGANS

A) Board of Trustees

B) Board of Directors

C) Supervisory Board

D) Consultancy and/or Cooperation Boards

ARTICLE 9. BOARD OF TRUSTEES

ARTICLE 10. DUTIES AND AUTHORITIES OF THE BOARD OF TRUSTEES

ARTICLE 11. MEETING TIMES AND QUORUM OF BOARD OF TRUSTEES

ARTICLE 12. BOARD OF DIRECTORS

ARTICLE 13. DUTIES, POWERS, AUTHORITIES AND LIABILITIES OF BOARD OF DIRECTORS

ARTICLE 14. REPRESENTATION OF FOUNDATION

ARTICLE 15. SUPERVISORY BOARD

ARTICLE 16. CONSULTANCY AND/OR COOPERATION BOARDS

ARTICLE 17. ATTENDANCE FEE

ARTICLE 18. ADMINISTRATIVE ORGANIZATION OF FOUNDATION

ARTICLE 19. FOUNDATION ACCOUNTS

ARTICLE 20. TERMINATION AND LIQUIDATION OF FOUNDATION

ARTICLE 21. AMENDMENT TO ARTICLES OF FOUNDATION

ARTICLE 22. FIRST BOARD OF TRUSTEES GENERAL ASSEMBLY MEETING

ARTICLE 23. TEMPORARY PROVISIONS

ARTICLE 24. TEMPORARY BOARD OF DIRECTORS

ARTICLE 25. TEMPORARY SUPERVISORY BOARD

ARTICLE 26. BOARD OF TRUSTEES

ARTICLE 1. NAME AND HEADQUARTERS OF FOUNDATION

1. A Foundation named Spastic Children’s Foundation Of Turkey has been established by the founders whose names and surnames are specified under article 26 hereunder. The abbreviation of the Foundation shall be TSÇV. It shall only be referred to as Foundation hereunder.
2. (Amended: MK – 31.12.2013-2013/167 No)  The domicile of the Foundation is in İstanbul. Its notification address is Dr. Hıfzı Özcan Caddesi, No.8, 34750, Küçükbakkalköy, Ataşehir İSTANBUL. If the headquarter of the Foundation is moved to another address within İstanbul, no amendment shall be required to be made in the Articles of Foundation and notification of such changes to relevant authorities shall be sufficient.
3. The Foundation shall be entitled to open branches and representative offices, establish platforms and higher institutions within the country and abroad and to become a member of the institutions established abroad upon a resolution of the Board of Directors and after a permit is obtained from relevant authorities.

ARTICLE 2. PURPOSE OF FOUNDATION

The purpose of the Foundation is to provide diagnosis, treatment, rehabilitation and training to children and adults with Cerebral Palsy and to carry out the necessary activities to train them for a vocation and to integrate them into social life.

The Foundation shall engage in the following activities to achieve its purposes:

1. (Amended: MK – 31.12.2013-2013/167 No)  To establish Special Education, Rehabilitation and Production Facilities for education and professional training of children and adults with disabilities and to open, operate and rent pre-school, primary school, secondary school, special education schools and various courses, distance education institutions, private teaching institutions, on-the-job training centers, student training centers, special education and rehabilitation centers and vocational schools, implementation centers and business schools, certificate programs etc. covered by the Private Education Institutions Law;
   a 1) To open, operate and rent private professional rehabilitation centers, talent development centers and sheltered work places for the individuals with disabilities; to cooperate with the local management, related ministries, universities and non-governmental organizations regarding social and professional rehabilitation;
   a 2) To develop special programs for the training of required personnel in all fields of rehabilitation and care of individuals with disabilities and to open any type of special education institutions (various courses, private teaching institutions etc.), High Schools and Institutes;
2. To support and implement any diagnosis, treatment and rehabilitation programs for individuals with Cerebral Palsy;
3. To provide the necessary support to individuals with Cerebral Palsy and their families;
4. To act as an intermediary for the integration of individuals with Cerebral Palsy into the society and to establish any facility for this purpose and cooperate with those establishing such facilities;
5. To take necessary precautions to ensure old age care of individuals with Cerebral Palsy who are currently under protection; to cooperate with similar existing institutions; to establish home care and institutional care models for nursing of individuals with disabilities; to establish home care companies, to open inpatient nursing homes, to open courses and/or education institutions to train nursing personnel.
6. To provide sports training to individuals with Cerebral Palsy in various sports as part of their rehabilitation; to improve the physical condition of individuals with Cerebral Palsy; to help them gain courage, discipline and self-confidence through sports and be part of the community; to organize mentally and physically beneficial sports activities and competitions, trips, camps etc. and to cooperate with and support parties who carry out such activities;
7. To cooperate with and support the persons, institutes and institutions that carry out activities for the education and adaptation to life of individuals with Cerebral Palsy;
8. To encourage people working towards achieving the purposes of the Foundation, to provide scientific research scholarships, to organize competitions, to help those conducting scientific studies by opening advanced courses and giving certificates to ensure their professional development;
9. To provide any kind of support to institutions that will supply the needs of individuals with Cerebral Palsy, to regulate the aid provided by these institutions and to organize aid campaigns in accordance with relevant laws and regulations;
10. To organize informative conferences, congresses, symposiums and seminars and courses and to invite national and international scientists and researchers to the same;
11. To publish magazines, brochures and books, to establish libraries and to help those who do the same regarding individuals with Cerebral Palsy.
12. To carry out international activities and establish cooperation to achieve the purposes specified in the Articles of Foundation, to open branches abroad and to participate in and cooperate with foundations, associations or institutions abroad as a member and to use the aid that may be received from these channels in accordance with its purposes;
13. To carry out activities for the purpose of monitoring the physical, aural, sensual, spiritual and mental development of new born, early childhood, childhood and adulthood phases, to ensure early diagnosis, to prevent disabilities, to reduce the intensity of any existing disability, to establish, manage and lease health care and research facilities, units and outpatient diagnosis and treatment centers, medical centers and special field centers.

ARTICLE 3. ACTS OF DISPOSALS TO BE CARRIED OUT BY THE FOUNDATION

To achieve its purposes the Foundation shall carry out the following transactions within legal restrictions provided that they comply with regulations.

1. (Amended: MK – 31.12.2013-2013/167 No)  To acquire and use any movable and immovable property or any other property and asset consisting of both, donations in kind and in cash, inheritance, disposals upon death or purchase or rental without any limitation with regard to the amount and value, to sell, transfer and assign and lease those owned by the Foundation, to collect or spend the revenues or profits generated from the same, to purchase one or more than one movable or immovable property which shall be included in the assets of the Foundation, to utilize the revenues generated from them, to manage, save and spend any movable and immovable property and money acquired by means of donations or inheritance or any disposal upon death provided that they are not contrary to the purpose of the Foundation and are allocated in full or in part to the achievement of its purpose, to purchase, sell, transfer and collect revenues from share certificates, dividend shares, obligations or other documents which represent other shares or claim any future rights and any other share certificate and coupons which belong to them, to accept movable and immovable properties, to accept the rights and privileges to exercise the same in accordance with the mining law and mineral resources, to execute, enforce and transfer agreements and to manage and lease the management of immovable properties owned by the Foundation by way of build, operate and transfer model with 3rd parties or legal persons ;
2. To cooperate with local and (provided that legal permission is obtained) foreign Foundations, associations and other institutions, real and legal persons that carry out activities which are similar to the purposes of the Foundation, to participate in the social responsibility programs of other non-governmental organizations and to conduct joint studies and to establish platforms with them, to obtain and spend donations in cash and in kind from non-governmental organizations, to enter into agreements with them in order to collect donations;
3. (Amended: MK – 31.12.2013-2013/167 No)  To become a partner in companies with available cash or assets of the Foundation to increase the revenues that the Foundation needs to achieve its purposes, to establish companies in line with its purpose, to spend and allocate dividends and share bonuses, to establish and operate any kind of education, rehabilitation, health, sports, social etc. facilities, to accept rights in kind such as right of usufruct, residence etc. except for movable and immovable properties, titles and the liens to be established over the properties of 3rd parties, to release the liens which have been established, to exercise such rights, to borrow money if necessary in order to achieve the purposes of the Foundation, to establish mortgage and lien over movable and immovable properties and to grant other guarantees against debts, to generate revenues from the projects and any kind of studies carried out and to be carried out in accordance with the purposes and fields of activity of the Foundation and to establish commercial enterprises and partnerships to operate in accordance with ordinary business principles in order to generate revenues for the Foundation, to participate in and directly managing or leasing management to an enterprise under its control, any existing commercial enterprise and partnership, to take any initiative, carry out any act of disposal, to acquire any goods, to carry out any construction and to enter into similar agreements that are considered to be beneficial and necessary for the achievement of any or all purposes and fields of service of the Foundation as per the article 48 of the Civil Law; To convert the real estate subject to collective or joint ownership;
4. To participate in auctions and tenders; to receive shares from other institutions with limited liability in such a way that is not risky for its assets; to make investments. In short, the Foundation may take any initiative, carry out any act of disposal and make any acquisition and enter into any agreement and carry out any transaction which is deemed beneficial and required for the achievement of its purposes. The Foundation shall not use these authorizations and revenues for any purpose prohibited by the Civil Law and the related bylaws.

ARTICLE 4. ASSETS OF FOUNDATION

The founding assets of the Foundation amounts to TL 50.000.000.- (Fifty million). Restricted donations to be made after the establishment of the Foundation shall be spent depending on the condition of the donation either by adding it to the assets or in accordance with its condition. Revenues from assets and revenues from other business activities and other revenues shall be spent for the achievement of the Foundation’s purpose.

Additions to be made to the assets of the Foundation shall be notified to the audit authority together with the previous amounts at the end of the calendar year.

ARTICLE 5. REVENUES OF THE FOUNDATION

1. Revenues to be generated from utilization of movable and immovable properties and other assets and rights of the Foundation,
2. Conditional or unconditional donations made in accordance with the purpose and activities of the Foundation and inheritances depending on and independent of death and revenues generated from them,
3. Revenues generated from cultural, sportive and social activities of the Foundation.
4. (Amended: MK – 31.12.2013-2013/167 No) Revenues generated from facilities and units of the Foundation for healthcare, medical centers, nurseries, rest homes for the elderly, home care and inpatient care, educational institutions and special education and rehabilitation centers,
5. Fees and contributions collected from services and facilities within the purpose and fields of activity of the Foundation in accordance with applicable laws,
6. Revenues generated from concerts, charity sales, trips, shows, feasts, fairs, festivals, congresses and foundations,
7. Aids collected as per the provisions of the Law on Charity Collections,
8. Revenues generated from commercial enterprises, subsidiaries and partnerships,
9. (Amended: MK – 31.12.2013-2013/167 No) Donations for funeral wreaths and special ceremonies and for sacrificing an animal by proxy (during the Moslem festival of the Sacrifices),
10. Other revenues,

Restricted donations made to the Foundation shall be accepted pursuant to a resolution of the Board of Directors and shall be accounted separately depending on its condition. Conditional restricted may be added to assets of the Foundation upon the consent of the grantor and the resolution of the Board of Directors. Acceptance of conditional restricted shall be subject to not being contrary to the purpose of the Foundation.

ARTICLE 6. EXPENDITURE AND ALLOCATION OF FOUNDATION REVENUES

20% of the revenues of the Foundation will be allocated and spent for maintenance and needs and investments to increase the assets of the Foundation and 80% for the purposes of the Foundation.

(Amended: MK – 31.12.2013-2013/167 No) The Board of Directors may decide to allow a certain percentage of students lacking financial means to utilize the education and health facilities free of charge. This percentage shall be submitted by the Board of Directors to the approval of the Board of Trustees as part of the annual budget.

ARTICLE 7. PLACEMENT OF FOUNDATION FUNDS

The assets and money donated to the assets of the Foundation shall be evaluated by allocating them to investments which shall provide the highest and most reliable income to the Foundation.

(Amended: MK – 31.12.2013-2013/167 No) The Foundation may open any form of cash accounts in Turkish banks. It may also purchase or sell government bonds, treasury bonds, secure stocks and bonds. May also purchase real estate for the Foundation. The foregoing shall be carried out at the discretion of the Board of Directors.

ARTICLE 8. FOUNDATION ORGANS

A) BOARD OF TRUSTEES

B) BOARD OF DIRECTORS

C) SUPERVISORY BOARD

ARTICLE 9. BOARD OF TRUSTEES

(Amended: MK – 31.12.2013-2013/167 No) The Board of Trustees of the Foundation consists of 47 real persons and legal entity representatives whose names are specified in the attached list and whose signatures appear under the Articles of Foundation.

Any member of Board of Trustees who fails to attend 3 consecutive meetings due to death, resignation, any other reason or without any excuse shall be automatically discharged. Members who shall replace discharged members shall be elected upon the proposal of the Board of Directors or the Board of Trustees members and upon the resolution of the Board of Trustees. New members shall be elected with votes one more than half the total number of members of the Board of Trustees, among real or legal persons who have served or will serve the Foundation. If the member is a legal entity, the representation authority shall be determined pursuant to the resolution of the board of directors of the related legal entity. If the legal personality of the entity is terminated, its membership to the Board of Trustees shall also be terminated.

ARTICLE 10. DUTIES AND AUTHORITIES OF THE BOARD OF TRUSTEES

The Board of Trustees shall be the highest decision-making body of the Foundation. The Board of Trustees shall be authorized in the following matters:

1. To appoint the main and substitute members of the Board of Directors,
2. To appoint the main and substitute members of the Supervisory Board,
3. To discuss and examine the activity report and supervisory board reports prepared by the Board of Directors of the Foundation and resolve on the discharge of the Board of Directors from liability,
4. To authorize the Board of Directors to prepare draft regulations regarding the functioning of the Foundation, to accept the same with or without any amendment and to implement the same,
5. To accept the annual budget drafts which shall be prepared by the Board of Directors with or without any amendment.
6. (Amended: MK – 31.12.2013-2013/167 No) To determine whether any attendance fee shall be paid to the Chairperson and Members of the Board of Directors, the Executive Board and Supervisory Board who are not public officials and the amount, if any, to be paid. To authorize the Board of Directors to determine the amount and conditions of attendance fee to be paid to the Chairperson of the Executive Board and members.
7. To add provisions to and amend the articles of Foundation when necessary,
8. To determine the general policies regarding the activities of the Foundation,
9. To authorize the Board of Directors to issue bylaws regarding the Consultancy and/or Cooperation Boards, Research Units, Academic Associations and Academic Committee and to make the necessary amendments and to implement the same.

ARTICLE 11. MEETING TIMES AND QUORUM OF BOARD OF TRUSTEES:

(Amended: MK – 31.12.2013-2013/167 No)

1. The Board of Trustees of the Foundation shall hold ordinary and extraordinary meetings. Ordinary Meetings shall be held at least once a year until the end of March upon the invitation of the Board of Directors and with the participation of one more than half the total number of members of the Board of Trustees. If this quorum cannot be established, the meeting shall be postponed to another date within the next 15 days at the latest. It shall not be required to establish the quorum during the second meeting.
2. The Board of Trustees shall be invited to an extraordinary meeting by the Board of Directors or Supervisory Board upon the written request of minimum twenty percent of its members. The Board of Directors or Supervisory Board shall be entitled to invite the Board of Trustees to convene for an extraordinary meeting, if necessary, upon determination of the purpose for and agenda of the meeting. The first extraordinary meeting shall be held with the participation of one more than half the total number of the members of the Board of Trustees and resolutions shall be passed with at least one more than half of the total number of the members who are present at the meeting. If this quorum cannot be established, the meeting shall be postponed to another date within the next 15 days at the latest. It shall not be required to establish the quorum during the second meeting.
3. Both ordinary and extraordinary meetings shall be held at the headquarter of the Foundation. Meetings can be held at another place provided that a previous notification is made. The day and time and place of the ordinary and extraordinary meetings have to be notified by way of a notification which shall be communicated by the Board of Directors to the members of Board of Trustees via registered post, e-mail or in person, no later than 15 days prior to the meeting or it shall be announced in a local newspaper circulated in İstanbul.
4. Only agenda items shall be discussed and resolved upon at ordinary or extraordinary meetings. However, any matter that any of the participating members wish to add to the agenda can be added thereto with the affirmative votes of the absolute majority of the members participating in the meeting, prior to the discussion of agenda items.
5. Any Trustee who does not attend an ordinary or extraordinary meeting shall be entitled to appoint another Trustee as a proxy by way of a power of attorney. Every trustee can only represent a single trustee.
6. A Chairperson, Vice Chairperson and secretary shall be appointed by the Board of Trustees to manage the meetings. The minutes of the Board of Trustees shall be signed by the Chairperson, Vice Chairperson and secretary.

MADDE 12. BOARD OF DIRECTORS

(Amended: MK – 31.12.2013-2013/167 No)

1. The Board of Trustees of the Foundation shall elect a Board of Directors consisting of 9 associates and 7 substitute members for 2 years among its members or people who are not members. The candidates for the position of the Chairperson of Board of Directors shall submit to the Chairperson of General Assembly the lists including the names of the persons nominated for Board of Directors and Supervisory Board. Voting shall be held by secret ballot on these lists by use of voting papers. The majority of the Board of Directors have to be members of the Board of Trustees. A maximum of 3 of the Board of Directors members or associate members can be selected among those who are not a member of the Board of Trustees. Board of Directors shall appoint a Chairperson, a vice Chairperson, a general secretary and a treasurer for its first meeting. In place of any member whose board membership has ended prior to the expiry of his office term, the substitute member whose name is at the top of the list of substitute members shall be invited to take his/her place. If one more than half the total number of associate member positions in the Board of Directors is vacated during any office term for any reason, a new election shall be held immediately at an Extraordinary Board of the Trustees Meeting and a new Board of Directors shall be formed.
2. The Board of Directors shall convene minimum twice a month. Any member of the Board of Directors who fails to attend 3 consecutive meetings without a valid reason shall be deemed to have been abdicated and the substitute member who shall become the next associate member according to the list of alternative members shall be appointed to replace him.
3. The meeting quorum shall be 5 and resolutions shall be passed with an absolute majority. In case of a tie vote, the vote of the Chairperson shall be considered as two votes. The resolutions passed shall be recorded in the notarized minutes of resolutions and signed.

ARTICLE 13. DUTIES, POWERS AND AUTHORIZATIONS OF THE BOARD OF DIRECTORS:

The Board of Directors shall be the administrative and executive body of the Foundation.

Board of Directors:

(Amended: MK – 31.12.2013-2013/167 No)

1. It shall pass and implement any resolution regarding the purpose of the Foundation.
2. It shall prepare a budget and work schedule at the beginning of every calendar year and submit it to the approval of the Board of Trustees. It shall implement the approved schedule and ensure that all works of the Foundation are carried out within the scope of the authorizations granted. It shall accept any kind of donation, aid and grants and shall make donations to similar foundations, associations and other non-governmental organizations, if necessary.
3. It shall fulfill all the conditions and obligations concerning the donation, inheritance and disposals upon death requested by the grantor provided that they are not contrary to the purpose of the Foundation.
4. It shall use and increase the assets of the Foundation and make donations in line with its purpose. It shall open institutions and facilities in line with the purpose of the Foundation and shall manage, have them managed or lease them and shall construct buildings for this purpose. It shall repair and re-construct these buildings or have them re-constructed. It shall rent immovable properties, sell the immovable properties within the scope of the authorizations to be granted by the Board of Trustees, shall carry out any acts of disposition concerning the movable or immovable properties of the Foundation as per Turkish Laws and the Articles of the Foundation and shall enter into agreements on behalf of the Foundation.
5. It shall represent and defend the rights of the Foundation and associated institutions, file or accept any lawsuit, if necessary, before any administrative and judicial authorities, grant any power of attorney in this respect, represent the Foundation before any customs, foreign exchange, post office, water, power, gas, traffic, title deed, education, legal and judicial authority and office and to carry out any transaction, if necessary. It shall be authorized to the greatest extent possible to perform the foregoing.
6. It shall recruit the necessary administrative staff, pass resolutions to appoint any administrator and personnel, form any consultancy and/or cooperation boards, research units, academic associations, academic committee etc., if necessary, to help the Board of Directors and to guide and monitor their activities, prepare the internal regulations which shall be put into effect upon approval based on the authorization granted by the Board of Trustees, and determine the parties who shall be authorized to execute on behalf of the Foundation and the scope of their authorization by means of a circular. It shall be entitled to appoint and discharge a General Manager or General Director, Manager and other personnel and determine their special rights.
7. It shall open branches, representative offices and bureaus and establish platforms within the country and abroad.
8. It shall carry out activities to generate income for the Foundation in line with the purpose of the Foundation, establish and manage commercial enterprises and companies for this purpose, participate in the companies established or to be established as a shareholder, close down any of the established commercial enterprises or companies, if deemed necessary, sell or transfer the shares of the Foundation in companies where the Foundation is a shareholder, change the address of the commercial enterprises or companies when necessary, merge with or demerge from any institution with its assets in order to increase its revenues to be spent for its purpose and carry out any legal acts of disposal in this respect.
9. It shall prepare the “Charter on Acceptance as a Member of Board of Trustees” governing the terms and methods of acceptance as a Member of Board of Trustees of the Foundation and shall submit the same to the approval of the Board of Trustees.
10. It shall amend the Articles of Foundation according to current needs and laws and submit them to the approval of the Board of Trustees.

Article 13-A. EXECUTIVE BOARD

(Amended: MK – 31.12.2013-2013/167 No)

The Board of Directors of the Foundation shall form an Executive Board which consists of minimum 3 and maximum 5 Board of Directors members in order to execute and manage the Commercial Enterprise activities effectively and rapidly and to carry out any acts of disposition on behalf of the Commercial Enterprise. 1 member of the Executive Board can be elected among those who are not a member to the Board of Directors of the Spastic Children’s Foundation of Turkey - Cerebral Palsy Turkey pursuant to a Board of Directors resolution. Board of Directors shall appoint one of the members of the Executive Board as the Chairperson of the Executive Board. The Chairperson of the Executive Board shall report to the Chairperson of Board of Directors of the Foundation.

The Executive Board shall exercise the powers specified in the signature circulars to be issued by the Board of Directors.

The term of office of the Board of Directors shall be two years. The Board of Directors of the Foundation shall determine the scope of the authorizations and responsibilities of the Executive Board and shall change the Executive Board member and members from time to time and appoint a new member to a vacated membership position. Any member can be re-appointed upon the expiry of his term of office. If the Board of Directors elects a new member prior to the expiry of the office term of two years, the new member shall perform his duties until the end of the remaining office term.

The Executive Board shall report to the Board of Directors of the Foundation and shall convene and pass resolutions with the absolute majority of its members.

The Board of Directors shall resolve on the payment of remuneration, premium or attendance fee to the Chairperson and members of the Executive Board.

Resolutions shall be registered in the notarized minutes of resolutions.

ARTICLE 14. REPRESENTATION OF FOUNDATION

(Amended: MK – 31.12.2013-2013/167 No) The Foundation shall be represented by the Board of Directors. The Board of Directors shall be entitled to delegate its representation power to the Chairperson and Vice Chairperson of the Board of Directors for joint representation or the Foundation can be represented and bound by the joint signatures of any of Board of Directors Chairperson, Vice Chairperson, General Secretary or Treasurer and any Board of Directors member. This shall be notified to the related authorities by means of a circular which shall be issued during the first meeting.

However, Prof. Dr. Hıfzı Özcan shall be authorized to individually represent and bind the Foundation during his term of office as the Chairperson.

The Board of Directors shall also be entitled to authorize any or several Board of Directors members, any or several authorized clerks, any representative or representation office to execute any agreement, issue and transfer any contract, legal document or deed on behalf of the Foundation in line with the principles to be determined for general or certain rights and matters.

ARTICLE 15. SUPERVISORY BOARD

The Supervisory Board is a body which is established to supervise the activities and accounts of the Foundation on behalf of the Board of Trustees. The Supervisory Board shall consist of 3 associate and 3 substitute members who shall be appointed among the members of Board of Trustees or external parties provided that they do not constitute the majority of the members. Substitute members shall be invited to take the place of any associate member who resigns for any reason whatsoever.

The Supervisory Board shall review all books, records and documents. Members of the Supervisory Board shall be authorized to inspect individually or jointly. Upon certification of the report of the Foundation to be issued as of the accounting period, it shall be submitted to the Board of Directors to be sent to the Board of Trustees within 15 days at the latest prior to the Board of Trustees meeting. The Board shall conduct an audit at least every 6 months.

It shall send any recommendations to the Board of Directors in respect of any matter it deems necessary. Auditors can attend the Board of Directors meetings but shall not have any voting rights.

If the Board of Directors of the Foundation abstains from inviting the Board of Trustees to convene for a meeting although it is necessary, the Supervisory Board shall perform this task. (Amended: MK – 31.12.2013-2013/167 No) It shall invite the Board of Trustees to convene for an extraordinary meeting by sharing the reason for the invitation, if necessary.

ARTICLE 16. CONSULTANCY and/or COOPERATION BOARDS

The Board of Directors of the Foundation shall establish one or more than one consultancy and/or cooperation boards, research units, academic associations and Academic Committees consisting of individuals who shall be beneficial for the Foundation as a result of their knowledge, experience. If more than one board is formed, their fields of activity shall be separately determined by the Board of Directors. The terms of office and work principles and procedures concerning these boards shall be determined in accordance with internal regulations.

The members of the Boards of Directors and Trustees may be appointed to any position in these boards. The reports to be prepared and resolutions which shall be passed by the Boards shall be of advisory nature. The board memberships shall be of voluntary nature and remuneration shall be paid and expenses shall be refunded only in matters which require special work or expenditure.

ARTICLE 17. ATTENDANCE FEE

(Amended: MK – 31.12.2013-2013/167 No)

The Board of Trustees shall resolve whether any attendance fee shall be paid to the Chairperson and Members of Board of Directors and Executive Board and Supervisory Board members who are not public officials and the amount, if any, to be paid. The Board of Trustees shall be entitled to authorize the Board of Directors to determine the amount and terms of attendance fee to be paid to the Chairperson and members of the Executive Board.

ARTICLE 18. ADMINISTRATIVE ORGANIZATION OF FOUNDATION

(Amended: MK – 31.12.2013-2013/167 No)

The Board of Directors of the Foundation shall appoint a General Manager or administrative personnel who shall report to the General Director. Administrative personnel shall be supervised and audited by the Board of Directors. The staff shall be determined by taking into consideration the purpose of the Foundation and giving priority to the principle of disposition. The personal benefits of the administrative personnel shall be determined pursuant to a Board of Directors resolution. The work principles and procedures shall be subject to the provisions of internal regulations.

ARTICLE 19. FOUNDATION ACCOUNTS

The accounting period of the Foundation shall follow the regular calendar year. All revenues, expenses and fund assets shall be kept during the accounting periods in such a way that allows separate monitoring. The Board of Directors shall prepare a budget draft which indicates the income and expense estimations pertaining to the subsequent budget period until the end of every December and shall be submitted to the approval of the Board of Trustees without any amendment or upon making the requested amendments. The expenses during an accounting period shall be covered by the allowances specified in the approved budget and transfers can be made from different items. The final account of the Foundation shall include the revenues generated and expenses made during the related period and final amounts of funds allocated.

The final account submitted to the Board of Trustees shall be reviewed and approved.

(Amended: MK – 31.12.2013-2013/167 No) The balance sheet and other reports indicating the status of the certified final account of the Foundation shall be submitted to related authorities prior to pre-determined deadlines.

TERMINATION AND LIQUIDATION OF FOUNDATION

(Amended: MK – 31.12.2013-2013/167 No)

The Board of Trustees shall hold an ordinary or extraordinary meeting if it becomes inexpedient to achieve the purposes of the Foundation and all measures taken and efforts made by the Board of Trustees will not ensure their achievement. The Board of Directors shall pass a termination resolution with the votes of two thirds of its members participating. The permission of the competent Court of First Instance and General Directorate of Foundations shall be obtained for the termination upon passing a resolution for termination. Unless otherwise resolved, the Board of Directors shall start operating as the Liquidation Committee. It shall continue to work as the Liquidation Committee until the finalization of the liquidation. The termination of the Foundation shall be notified to the court and central registries. It shall be announced to the public via a newspaper announcement.

All certificates and documents of the Foundation shall be submitted to the Audit Authority upon finalization of the liquidation. All movable and immovable properties, goods and assets of the Foundation shall be transferred to HACI ÖMER SABANCI FOUNDATION as a result of the liquidation of the Foundation.

ARTICLE 21. AMENDMENT TO THE ARTICLES OF FOUNDATION

(Amended: MK – 31.12.2013-2013/167 No)

These Articles of Foundation shall be amended if necessary. The amendments can be made upon the proposal of twenty percent of the total number of members of the Board of Trustees or the Board of Directors and the resolution of the Board of Trustees.

Any amendment to these Articles of Foundation shall be made pursuant to a resolution to be adopted by two third of the total number of members of the Board of Trustees.

ARTICLE 22. FIRST BOARD OF TRUSTEES GENERAL ASSEMBLY MEETING

The temporary Board of Directors shall call for an ordinary meeting of the Board of Trustees of the Foundation within maximum three months of the Foundation earning the status of a legal entity. The dates of other ordinary meetings shall be determined by the Board of Directors as mentioned in article 11.

ARTICLE 23. TEMPORARY PROVISIONS

The members of the Board of Directors and the Supervisory Board who are appointed pursuant to these Articles of Foundation for an office term which shall last until the first ordinary Board of Trustees meeting is held, are mentioned in articles 24 and 25 below. These temporary Board of Directors and Supervisory Board members shall be responsible for the establishment of the Foundation and holding its first Ordinary General Assembly Meeting. They shall be entitled to exercise the authorizations granted to the Board of Directors by these Articles of Foundation, if necessary, in line with the purpose of the Foundation as of the establishment of the Foundation until the Board of Trustees General Assembly Meeting is held.

ARTICLE 24. TEMPORARY MEMBERS OF THE BOARD OF DIRECTORS

• Mehmet Hıfzı Özcan
• Halim Mete
• Cevat Özkorkmaz
• Gevher Kara
• Bülent Madi
• Mehmet Şeref Tarık Bitlis
• Ali Rıza Üredi

ARTICLE 25. TEMPORARY MEMBERS OF THE SUPERVISORY BOARD

• Cengiz Oral
• Mertol Soydaş

ARTICLE 26. MEMBERS REPORTING TO AUTHORITY

(Amended: MK – 31.12.2013-2013/167 No)

DELETED.

ARTICLE 26. BOARD OF TRUSTEES

(Amended: MK – 31.12.2013-2013/167 No)

FOUNDERS

FULL NAME - DOMICILE

1. Mehmet Hıfzı Özcan /Moda Devriye Sokak 14/14 Kadıköy - İstanbul
2. Ali Cüneyt Besen / Şifa Sokak No:1 Kadıköy - İstanbul
3. Cevat Özkorkmaz / Bostantüccarı Sokak Atakan Apt. No: 11/14 Bostancı - İstanbul
4. Özcan Köknel / Valikonağı Cad. Sümbül Apt. No: 147/16 Nişantaşı - İstanbul
5. Mehmet Erol Evgin / Bağdat Cad. Dr. Noyan Sok. No: 14/4 Erenköy - İstanbul.
6. Halim Mete / Marmara Cad. Mete Turan Apt. No: 20/5 Kartal - İsanbul.
7. Yüksel Pulat /Kısıklı Cad. No:106 Üsküdar - İstanbul
8. Ahmet Orhan Dinler / Moda, Devriye Sok. No: 14/15 Kadıköy - İstanbul
9. Cengiz Oral / Caddebostan Plajyolu Sok. No: 23/14 İstanbul
10. Mustafa Taviloğlu / Akaygen Sok. Dağ Apt. No: .12/3 K.Bebek - İstanbul
11. Nurettin Sabuncu / 85 Firestone Dr.Rochester, New York,14624 U.S.A.
12. Gevher Kara / Acıbadem, Çakmak Sitesi L Blok D.18 İstanbul
13. Nedim Kara / Acıbadem, Çakmak Sitesi L Blok D.18 İstanbul
14. Ali Refik Müderrisoğlu / Şakayık Sok. Tarcan Apt. No: 45/A Teşvikiye - İstanbul
15. Mertol Soydaş / Okul Sokak Palmiye Apt. Suadiye - İstanbul
16. Bülent Madi / Acıbadem Sarayardı Cad. Sokullu Sok. Sevgi apt. No: 1/16
17. Mehmet Şeref Tarık Bitlis/ Tüccarbostan Sok. No:20/10 Bostancı/İstanbul
18. Ali Rıza Üredi / Prof.Nihat Tarlan Cad. Duran Apt. No: 56/6 Bostancı - İstanbul

HONORARY MEMBERS

FULL NAME - DOMICILE

19. Fevzi Kale/ Ferit Tek sok. Marmara apt. No:10/12 Moda - İstanbul
20. Hüsnü Terek / Ataköy 7-8 Kısım Martı 10 D:79 İstanbul
21. Remzi Ormancı / Yazanlar sok. Has apt. No: 4/28 Suadiye - İstanbul
22. Akın Komsuoğlu / İnönü Cad. STFA Blokları B-4 Blok D:36 K:8 Kozyatağı - İstanbul
23. Akif Akaydın / Rumeli Cad. Nur apt. No:35-37 Kat:4 D:8 Nişantaşı - İstanbul.
24. Altan Edis / Moda Cad. Ferit tek sok. 10/15 Moda - İstanbul
25. Ayşe Sözeri Cemal / Hürriyet Medya Towers Güneşli - İstanbul
26. Bülent Özükan / Yüzyıl mah. Matbaacılar sitesi No:115 Bağcılar/İstanbul
27. Cem Aydemir / Beşinci Gazeteciler St. Yasemin sok. A8/6 Akatlar - İstanbul
28. Cengiz Özyalçın / Kuşdili Cad. No:46 Aslan apt. K:3 Kadıköy - İstanbul
29. Erol Sabancı / Sabancı Center Kule II K:25 4. Levent - İstanbul
30. Harika Özler / Tütüncü Mehmet Efendi Cad. İffet apt. No:40/11 Göztepe- İstanbul
31. İlham Kaplayan / Demiryolu Cad. No:316/A Etibank - Bursav 32. Kemal Demir / Tarabya Yokuşu, Nurol Sitesi A/3-13 Tarabya - İstanbulv 33. Mehmet Kemal Çambol / Korupark Sok. No:12/4 Suadiye - İstanbul
34. Macit Akın Özoflu / Ataşehir Bulvarı Kamelya No: 1/1 D:4 Ataşehir - İstanbul
35. Mustafa Göçen / Sanayi Sok. No:6 Gaziosmanpaşa - Ankara
36. Necip Sayman / Dönem Sok. Tüfekçioğlu Han No:5/3 Bahçekapı - İstanbul
37. Necla Kavala / Cumhuriyet Cad. No:16 K.Han Elmadağ - İstanbul
38. Niyazi Yurtsever / Selami Ali Efendi Cad. No:148 Üsküdar - /İstanbul
39. Sadık Okay / 2. Levent, Mektep Sok. No:24 İstanbul
40. Sadi Çavuşoğlu / Burgazaltı Mevkii, Muallim Köyü Gebze
41. Serpil Sarıca / Bahariye Cad. Sakızgülü sok. No:33/4Kadıköy - İstanbul
42. Şeniz Türkömer / Bağdat Cad. No:219 Zeynep apt. D:9 Çiftehavuzlar - İstanbul
43. Şükrü Dökücü / Tayyareci Nuri Sok. Malkara apt. No:5/8 Yeşilköy - İstanbul
44. Yalçın Gümüş / Atatürk Cad. Meclis Mah. No:57 Sarıgazi - İstanbul
45. Yavuz Özler / Tütüncü Mehmet Efendi Cad. İffet apt. No:40/11 Göztepe - İstanbul
46. Yukio Fukuyama / Samban-cho TY Plaza 5 Fl, 24 Sambon-cho chiyoda-ku Tokyo 102 Japonya
47. Zekai Baloğlu / Yüzbeş Sok. No:15 Marmaris - İçmeler