FOUNDATION CHARTER

This is an unofficial translation; the Turkish original is the binding text.

THE FOUNDATION:

Article 1 – The name of the Foundation is Aliya Foundation (Aliya Vakfı).
In this official deed it shall be referred to simply as “the Foundation”.

HEADQUARTERS OF THE FOUNDATION:
Article 2 – The headquarters of the Foundation is in the District of Üsküdar, Province of İstanbul, and its address is Mimarsinan Mahallesi, Doğancılar Caddesi. No:17/B, 34674 Üsküdar/İstanbul.
Subject to the fulfilment of legal obligations, the Board of Directors is authorized to change the headquarters of the Foundation and to establish branches, representative offices and bureaus in Türkiye and abroad.
Within the framework of the relevant legislation, branches and representative offices may be opened in Türkiye or abroad by decision of the Foundation’s Board of Directors.

PURPOSE OF THE FOUNDATION:
The Foundation has been established, without discrimination among people, in order to meet all kinds of needs of people affected by war, natural disaster and famine and of poor and needy people; to grant scholarships to students in need; to provide the ground necessary for people at the local level to act in solidarity with one another and to carry out activities to help those in need; and to prepare, through the means of philosophy and art, a ground conducive to the development of people in Türkiye in terms of thought and understanding.

ACTIVITIES OF THE FOUNDATION:
1. To conduct research in order to make its activities more effective and to develop them,
2. To organize educational activities such as courses, seminars, conferences and panels,
3. To obtain all kinds of information, documents, records and publications necessary for the realization of its purpose, to set up a documentation center, and, in line with its purposes, to issue publications such as newspapers, magazines, books and bulletins in order to make its work known,
4. To provide a sound working environment for the realization of its purpose, and to obtain all kinds of technical tools and equipment, fixtures and stationery,
5. Provided that the necessary permits are obtained, to carry out fundraising activities and to accept donations from Türkiye and abroad,
6. To establish and operate economic, commercial and industrial enterprises in order to obtain the income it needs to realize the purposes of its statute,
7. To purchase, sell, rent and lease out the movable and immovable property needed for the Foundation’s activities, and to establish real rights over immovable property,
8. Where deemed necessary for the realization of its purpose, to establish foundations in Türkiye and abroad, to establish a federation or join an existing federation, and, upon obtaining the necessary permits, to establish the facilities that associations may establish,
9. To carry out international activities, to become a member of foundations or organizations abroad, and to carry out joint work or exchange assistance with these organizations,
10. Where deemed necessary for the realization of its purpose, and without prejudice to the provisions of Law No. 5072 on the Relations of Associations and Foundations with Public Institutions and Organizations, to carry out joint projects with public institutions and organizations on matters falling within their fields of duty,
11. For the purpose of meeting the urgent needs of, and protecting, persons who have lost their homes and homelands and have been left without protection, within the limits permitted by the legislation and upon obtaining the necessary permits: to establish, purchase or rent, and to operate or have operated, shelters, dormitories, hotels, guesthouses and facilities,
12. In order to provide for the education and training of those in need, within the limits permitted by the legislation and upon obtaining the necessary permits, to establish and operate kindergartens, secondary schools, and institutions providing education at undergraduate and graduate level,
13. To carry out all kinds of activities that are needed for the realization of its purpose and are not prohibited by law,

ACTS AND TRANSACTIONS THE FOUNDATION MAY CARRY OUT TO REALIZE ITS PURPOSE:
Article 5 – In order to achieve its purpose, and as set out in Article 48 of the Turkish Civil Code, the Foundation is permitted and authorized: to acquire and use movable and immovable property by way of donation, bequest, purchase and lease; to sell, transfer and convey the property it owns in accordance with the provisions of the laws on foundations; to collect and spend its revenues; to invest, once or several times, one or more immovable properties forming part of the Foundation’s assets, or their revenues; to manage and dispose of the movable and immovable property and funds it acquires through donation, bequest, purchase and other means, provided that this is not contrary to the Foundation’s purposes and fields of service; to acquire securities and to manage and sell them in line with the Foundation’s purpose; to cooperate with foundations and with natural and legal persons in Türkiye and abroad that carry out work similar to the Foundation’s purposes; to receive aid from parties other than public institutions and organizations, and to conclude agreements to obtain such aid; to accept limited real rights in immovable property other than ownership, such as easements, usufruct, rights of habitation, building rights, pledges and mortgages, and to exercise these rights; to take all kinds of security, including pledges and mortgages over movable and immovable property, for its existing or future revenues and for the contracts it concludes, and to accept valid bank guarantees; to borrow when necessary to realize the Foundation’s purposes and fields of service, and to give guarantees, pledges, mortgages and other security; to derive income from projects and all kinds of work carried out or to be carried out in accordance with the Foundation’s purposes and fields of service; to establish economic enterprises and companies operating according to ordinary business principles in order to generate income for the Foundation, to participate in existing ones, and to operate them directly or have them operated by an operator under its supervision; and to conclude ventures, dispositions, acquisitions of property, construction and similar contracts deemed useful and necessary for the realization of one or all of the Foundation’s purposes and fields of service. The Foundation may not use these powers or its revenues for purposes prohibited by the Turkish Civil Code.

FOUNDING ASSETS OF THE FOUNDATION:
Article 6 – The founding assets of the Foundation consist of 120,000.00 Turkish Lira allocated to the Foundation by the founders. Following the establishment of the Foundation, the founding assets may be increased through additions to its assets.

ORGANS OF THE FOUNDATION:
Article 7 – The organs of the Foundation are set out below.
a) Board of Trustees
b) Board of Directors
c) Board of Auditors

BOARD OF TRUSTEES:
Article 8 – The Board of Trustees of the Foundation consists of 3 persons, being the natural persons whose signatures appear at the end of this foundation deed. Except for representatives of legal persons, the membership of natural persons in the Board of Trustees continues for life. Where a seat on the Board of Trustees becomes vacant through death, resignation or any other reason, the vacant seat shall be filled by election, upon the proposal of the Board of Directors or of members of the Board of Trustees and by decision of the Board of Trustees.

DUTIES AND POWERS OF THE BOARD OF TRUSTEES:
Article 9 – The Board of Trustees is the highest decision-making organ of the Foundation. The powers of the Board of Trustees are set out below:

a) To elect the Board of Directors,

b) To elect the Board of Auditors,

c) To discuss and examine the activity report prepared by the Foundation’s Board of Directors and the reports of the Board of Auditors, and to decide on the discharge of the Board of Directors,

d) To adopt, as submitted or with amendments, the drafts of the Foundation’s internal regulations to be prepared by the Board of Directors,

e) To adopt, as submitted or with amendments, the draft annual budgets to be prepared by the Board of Directors,

f) To determine whether an attendance fee is to be paid to members of the Board of Directors and the Board of Auditors other than public officials and, if so, its amount,

g) To make additions and amendments to the foundation deed when necessary,

h) To determine the general policies concerning the Foundation’s activities.

MEETING TIMES AND QUORUM OF THE BOARD OF TRUSTEES:
Article 10 – The first meeting of the Board of Trustees shall be held within one month following the registration of the Foundation. Thereafter it meets:

a) in February, to discuss the approval of the balance sheet and activity reports,

b) in November, to discuss the approval of the budget and activity reports and matters relating to elections.
The Board of Trustees may also hold an extraordinary meeting where the Board of Directors deems it necessary, or where at least one third of the members of the Board of Trustees make a written request to the Board of Directors. Matters not included in the announced agenda may not be discussed at ordinary or extraordinary meetings. However, at an ordinary meeting, immediately after the presiding committee has been formed, items may be added to the agenda upon the written proposal of at least one tenth of those present, except for amendments to the deed and matters that would impose obligations and liabilities on the organs of the Foundation or on the Foundation. The date, place, time and agenda of the meeting shall be notified to the members at least 7 (seven) days before the meeting day, against signature or by registered letter in such a way as to reach the members.

The Board of Trustees convenes with one more than half of the total number of its members. If a majority cannot be achieved, the meeting shall be held one week later on the same day, at the same time and at the same place. At this second meeting, the meeting quorum may not be less than one third (1/3) of the total number of members.

The decision quorum of the Board of Trustees is one more than half of those attending the meeting. In the event of a tie, the vote of the chair of the presiding committee counts as two votes. The manner in which voting is to be conducted shall be decided separately. Each member has one vote. A member unable to attend the meeting may appoint another member of the Board of Trustees as proxy. No person may hold more than one proxy.

The decision quorum for amendments, corrections or additions to the foundation deed is two thirds of the total number of members.

BOARD OF DIRECTORS:
Article 11 – The Foundation’s Board of Directors consists of 5 full members and 2 alternate members to be elected by the Board of Trustees for a term of two years. A majority of the members of the Board of Directors must be members of the Board of Trustees. Persons from outside the Foundation may be elected, provided that they do not form a majority. At its first meeting, the Board of Directors shall distribute duties by electing a chair, a vice-chair and a treasurer. Where the membership of a member of the Board of Directors ends for any reason before the expiry of the term of office, one of the alternate members shall be called to office in order of precedence. The Board of Directors meets at least once a month. A member of the Board of Directors who fails to attend 3 consecutive meetings without a valid excuse shall be deemed to have resigned from this office.

The meeting quorum is 3, and decisions are taken by a majority of those present. In the event of a tie, the chair’s vote counts as two votes. Decisions taken shall be entered in a notarized decision book and signed.

DUTIES, POWERS AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS:
Article 12 – The Board of Directors is the administrative and executive organ of the Foundation.
In this capacity the Board of Directors:

a) Takes and implements all kinds of decisions in line with the purpose of the Foundation.

b) In light of the general policies determined by the Board of Trustees, ensures that the Foundation’s activities are carried out in an orderly and efficient manner. In this context, it prepares the necessary drafts of internal regulations and submits them to the Board of Trustees for approval.

c) Carries out the work necessary to make productive use of the Foundation’s assets and to secure new financial resources.

d) On behalf of the Foundation as a legal person, takes the necessary steps and carries out transactions with all natural and legal persons in legal, financial and other matters.

e) Provided that their duties, powers and responsibilities are clearly determined in advance, appoints a director for the Foundation, may establish a general secretariat of the Foundation or similar auxiliary units, and terminates their duties when necessary.

f) Determines the staff to be employed by the Foundation, appoints them, sets their remuneration, and terminates their employment when necessary.

g) Within the framework of the provisions of the relevant legislation, decides on the opening and closing of branches and representative offices in Türkiye and abroad, and carries out the necessary procedures in this regard.

h) Monitors and controls the accounting affairs of the Foundation, and ensures that at the end of the accounting period the statement of income and expenditure and the balance sheets are drawn up, sent to the relevant administration and published.

i) Implements the annual budget adopted by the Board of Trustees.

j) Carries out the preparatory work relating to the meetings of the Board of Trustees.

k) At the meetings of the Board of Trustees, submits the Foundation’s activity report for the period for discharge.

l) Performs the other duties required by the relevant legislation, the foundation deed and the Foundation’s internal regulations.

REPRESENTATION OF THE FOUNDATION:
Article 13 – The Foundation is represented by the Board of Directors. The Board of Directors may delegate this power of representation to the chair and vice-chair of the Board of Directors. The Board of Directors may also, generally or for specific cases and matters and within the principles it shall determine, authorize one or more of its own members, any one or more of its authorized officers, or its representatives or representative offices to conclude any contract and to draw up and transfer agreements, legal documents or instruments in the name and on behalf of the Foundation.

BOARD OF AUDITORS:
Article 14 – The Board of Auditors is an organ established to audit the activities and accounts of the Foundation on behalf of the Board of Trustees. The Board of Auditors consists of 3 persons to be elected by the Board of Trustees for two years from among its own members or, provided that they do not form a majority, from outside. In addition, 1 alternate member is elected. Where a full member leaves for any reason, the alternate member is called to office.

The Board of Auditors carries out its examinations on all books, records and documents. The report to be drawn up for the accounting period shall be given to the Board of Directors, to be sent to the Board of Trustees at least 15 (fifteen) days before the meeting of the Board of Trustees.

ATTENDANCE FEE:
Article 15 – The Board of Trustees determines whether an attendance fee or remuneration is to be paid to members of the Board of Directors and the Board of Auditors other than public officials and, if so, its amount.

(Where there are public officials among the members, no attendance fee shall be paid to them, pursuant to paragraph (e) of Article 2 of Law No. 5072 on the Relations of Associations and Foundations with Public Institutions and Organizations.)

REVENUES OF THE FOUNDATION:
Article 16 – The revenues of the Foundation are set out below.

a) All kinds of conditional and unconditional donations and aid in accordance with the purpose of the Foundation.

b) Miscellaneous revenues to be obtained from the Foundation’s activities.

c) Revenues to be obtained from economic enterprises, affiliates and partnerships.

d) Revenues to be obtained from the use of the Foundation’s movable and immovable property and its other assets and rights.

ALLOCATION AND USE OF THE FOUNDATION’S REVENUE:
Article 17 – At least two thirds of the Foundation’s annual gross revenues shall be allocated to and spent on the purposes of the Foundation, and the remainder on administration and maintenance expenses, on reserves and on investments that increase the Foundation’s assets.

AMENDMENT OF THE OFFICIAL DEED:
Article 18 – Amendments to the foundation deed shall be made upon the written proposal of the Board of Directors or of one third (1/3) of the members of the Board of Trustees, with the approval of at least two thirds (2/3) of the total number of members of the Board of Trustees, and by a decision to be given by the court.

DISSOLUTION OF THE FOUNDATION:
Article 19 – Should the Foundation be dissolved for any reason, the property and rights remaining after the liquidation of its debts shall be transferred to another foundation deemed appropriate by the Board of Directors. The dissolution of the Foundation is possible only upon the written proposal of the Board of Directors or of at least one more than half of the total number of members of the Board of Trustees, with the approval of two thirds (2/3) of the total number of members of the Board of Trustees, and by a decision to be given by the court.

FOUNDERS OF THE FOUNDATION:
Article 20 – The names and surnames of the founders of the Foundation are set out below.

1. Ahmed Semih ÖZMEKİK

2. Burak BAŞEL

3. Emine Gül KAHRAMAN