FOUNDATION VOUCHER
FOUNDATION VOUCHER OF ELGİNKAN FOUNDATION LAST FORM CONTAINING CHANGES DATED 10.02.2004 A Foundation is established by the persons, who names and addresses are written in this foundation voucher, in accordance with the article 73 and subsequent articles of the Section 2 of the Book 2 of the 1st volume of the Turkish Civil Code amended by the provision of the law numbered 903.
ENDOWMENT
(Changed by the Decision numbered 94/32 basis 94/83 dated 9.2.1994 of Şişli 5th Civil Court of First Instance)
E.C.A. - We thank the Almighty Allah, who has allowed us to establish ELGİNKAN COMMUNITY, reach today's material and spiritual levels, and continue our charity works we have been able to do until today, till the end of the world. This Foundation was intended to be established in 1950s, while all members of Elginkan Family were alive. Thinking about the eternal continuation of the Foundation while this intention of the Family materialized with the grace and blessing of Allah, Elginkan Family preferred to establish a Foundation together with commercial and industrial companies included in the community they established. We offer this Foundation, which we established believing that the Turkish Nation will exist for ever and ever, for the benefit of our country and nation.
We consign this Foundation we established to our Supreme Nation, Governments of the Turkish Republic, fair Courts of Our State, the General Directorate of Foundations and the Board of Trustees of the Foundation and those who will take part in Administration in particular, and our members who served and supported the Foundation and its financial resources, and ask them to protect it, work with the best intention to have it reach the aims for establishment, and stay under the order of their conscience during their decisions in order not to draw the Foundation away from its aims and ruin it.
We entreat from the Almighty Allah to make our Foundation successful by works to be performed managers of our Foundation, which are the basis for the establishment of our Foundation and determined in our Foundation voucher, and having mosques and social complexes, which will be benefited by Islam world, built and contributing to their maintenance and management, performing maintenance and protection of Family Tomb belonging to Elginkan Family and museum to be founded, reading the whole of the Koran on March 23 of each year, sacrificing on Eid al-Adha eve for devotion of good will to the deceased members of the family and distributing to the poor, and continuing the family tradition by acting in a low-key and humble manner, knowing that He will fulfil our desires.
Chapter 1
GENERAL PROVISIONS
Article 1: Name of the Foundation is: 'Elginkan Vakfı'. This name cannot be changed under any circumstance. This Foundation hereby shall be referred to us (Foundation) in the official deed.
Article 2: Purposes of the Foundation are: (Changed by the Decision numbered 94/32 basis 94/83 dated 9.2.1994 of Şişli 5th Civil Court of First Instance)
1. To search our cultural values, customs, traditions and spiritual values that raised us in our culture, and our Turkish language, support, protect, keep alive and promote researches.
2. To encourage activities on Science, Technology and Education,
3. Open and manage schools and educational institutions in order to contribute to training of the qualified manpower required by the national industry, and educational works that would create the employment opportunities of the country in this way.
Foundation allocates minimum 10% of its capacity to students, who are talented but lack financial possibilities, in schools and educational institutions it will establish in accordance with provisions of the legislation.
Article 3: Principles to be applied in works towards achieving of purposes of the Foundation, and bases bounded to: (Changed by the Decision numbered 97/832 basis 97/545 dated 1.10.1997 of Şişli 4th Civil Court of First Instance)
1. Works to be performed for achieving and realization of the Foundation's purposes shall be appointed and amounts of aids and places they will be allocated to shall be detected by the Board of Management. Board of Management abides by the principles to be determined by the Board ıf Trustees while taking decision regarding such matters.
2. Board of Management sets a program for annual activity together with the annual budget. It is fundamental that this program approved by the Board of Trustees be abided by, in so far the Board of Management can make small scale changes in the event of valid reasons and informs the Board of Trustees.
3. Where necessary, programs to be executed by the Foundation in accordance with its purposes are executed in line with regulations, which shall be prepared and offered by the Board of Management and be approved by the Board of Trustees. It is the authority of the Board of Trustees to make changes in these regulations.
4. In the event that money allocated to one of the purposes of the Foundation is not spent, the Board of Management can allocate the money shared or goods or materials if any to other purposes, on condition that it obtains authorization from the Board of Trustees.
5. Neither the Board of Trustees nor the Board of Management of the Foundation can take or apply decisions conflicting with the Act of Foundation, article 37 of the Act in particular, in determination and application of principles specified in this article.
Article 4: Savings that can be made by the Foundation in order to materialize its legal status and purpose: (Changed by the Decision numbered 97/832 basis 97/545 dated 1.10.1997 of Şişli 4th Civil Court of First Instance)
1. The Foundation is a corporation possessing autonomous and legal entity, which is not bound to any other place except for its own Board of Trustees, is solely in the form specified in the Law numbered 903 and subject to supervision of the supervising authority specified in this Law. The Foundation is hereby subject to the provisions of the Law numbered 903 and Legislation with this deed. In the event that the Law, which the subject of the Foundation is affiliated with, is changed, the Foundation will continue in accordance with the superseding Law and its deed.
2. The Foundation can conduct every kind of legal transaction and saving, dispose of all kinds of personal and same rights, and acquire rights and every kind of real estate and share assisting the Endowment and the Foundation's purposes.
3. The Foundation can accept conditional and conditional donations even through heritage by decision of the Board of Management, on condition that they are not against its purposes and founding principles. Rejection of donations is possible through decision, which shall be taken unanimously and by participation of all the members of the Board of Management.
4. The foundation can utilize its asset in accordance with its purpose and allocate its asset and revenue at will in accordance with its purpose.
5. The Foundation is not engaged in politics, nor can be involved in politics or political effect.
Article 5: Foundation Centre:
Foundation Centre is located in İstanbul. Where necessary, it can open branches inside and outside the country, on condition that it abides by the provisions of the legislation.
The Foundation can open branches abroad only after it brings continuity to its domestic activities. Regulation of opening, tasks and authorizations of domestic branches belongs to the Board of Management, while regulation of opening, tasks and authorizations of foreign branches belongs to the Board of Trustees.
Chapter 2
ASSET OF THE FOUNDATION AND FINANCIAL PROVISIONS
Article 6: Asset allocated to the Foundation:
1. 2.000.000 TL in cash by Ümmehan Elginkan
2. 2.000.000 TL in cash by Ekrem Elginkan
3. E.C.A. Garden house in İstanbul-Şişli-Gayrettepe Kaya Aldoğan Sok. by Presdöküm San. A.Ş. (Real estate with a property tax value equal to 7.000.000 TL)
4. 5.000.000 TL by Elginkan Holding A.Ş.
5. 5.000.000 TL by Alper Yatırım A.Ş.
6. 4.000.000 TL by Valf Sanayi A.Ş.
7. 4.000.000.-TL by Elba Basınçlı Döküm San. A.Ş.
8. 4.000.000 TL by Elsel Gaz Arm. San. ve Tic. A.Ş.
9. 3.000.000 TL by Elsan Hammadde Sanayi A.Ş.
10. 1.000.000 TL by Bimel Büro İşleri Merkezi Sanayi ve Ticaret A.Ş.,
30.000.000 TL in cash as a whole and garden house allocated to the Foundation, and it constitutes the first asset of the Foundation.
Article 7: Sources of Income of the Foundation (Changed by the Decision numbered 97/832 basis 97/545 dated 1.10.1997 of Şişli 4th Civil Court of First Instance)
1. Minimum 1% of the corporate tax base to be declared by the Established Legal persons in their annual statements.
2. Every kind of donation, which can be accepted by decision of the Board of Management, on condition that they are not against the purposes and principles for the establishment of the Foundation.
3. Revenues to be obtained in other means constitute the sources of income and revenues of the Foundation.
Article 8: Annual Accounts, Budgets and Programs:
1. Board of Management prepares the annual budget and activity program.
2. The foundation is obliged to issue a balance sheet and income-expenditure account annually. These two accounts are arranged according to a scheme to be determined by the Board of Management.
3. It is obligatory that a detailed Board of Management report explaining the annual accounts and activities of the Foundation be prepared.
4. Moreover, supervisors of the Foundation are also obliged to provide detailed report.
5. Board of Management is also obliged to arrange other account documents and programs to be deemed suitable by the Board of Trustees and it.
6. Accounting period of the Foundation is the calendar year. First accounting period is from the final establishment until the end of December of that year.
Article 9: (Changed by the Decision numbered 2004/22 basis 2003/345 dated 10.02.2004 of Şişli 6thCivil Court of First Instance)
Foundation allocates and spends one third of its gross incomes, which it obtains within a calendar year, to administrative and maintenance expenses and reserves, and investments that will increase the asset of the Foundation, while two third of it to purposes of the Foundation. Board of Management is obliged to assign a minimum portion of % (twelve percent) of the share at the rate of one third of gross incomes, which will be separated from the phrase 'administrative and maintenance expenses', to fulfill the matters specified in the last paragraph of the Endowment in Foundation Voucher. The amount remaining from the two third portion of the Foundation income not spent within the same year can be held in a fund for three years by the Foundation Management with the approval of the Ministry of Finance for realization of certain projects. This period can be extended for maximum two years in case of obligation on condition that permit from the Ministry is obtained. Changes to be made in future in the law concerning tax exemption and the legislation concerned are applied exactly by taking them as basis without the need for deed change.
In budget applications, it is possible to allocate the whole or a portion of funds, which are spared for administrative and maintenance expenses, reserve or investments that will increase the Foundation asset, to services towards the purposes of the Foundation.
Funds allocated to the purposes of the Foundation cannot be used for any other purpose. Funds allocated to administrative or maintenance expenses can also be used for reserve and investments that will increase the Foundation asset.
Investments, which will increase the Foundation asset, are allocated through the decision of the Board of Trustees to investments, which will bring good income and can be easily cashed.
Article 10: Replacement of Goods: Foundation goods, income of which does not cover its expense or which cannot be optimized to its value, or rantability of which is dropping or has dropped constantly or significantly, are replaced with more beneficial goods or money, regardless of whether they are acquired through dedication, charity, or purchase.
Decision for this replacement is given by the authorized Court of First Instance upon the suggestion of the Supervising Authority following taking of the Board of Management's opinion.
Assessment of the money obtained is performed by the Board of Management subject to principles of the article 9.
Provision concerning conditional grants is reserved.
Article 11: Foundation Organs: (Changed by the Decision numbered 92/839 basis 92/673 dated 23.12.1992 of Şişli 6th Civil Court of First Instance)
Bodies of the Foundation are the Board of Trustees, supervisors and the Board of Management. Where necessary, the Board of Management appoints a Foundation Manager accountable for it. Duties and authorities of the Foundation Manager are determined by the Board of Management. Foundation Organization and Staff to be formed bound up with the Foundation Manager are finalized by the decision of the Board of Trustees upon suggestion of the Board of Management. Board of Management is responsible for appointments, transfers and assignations to be made to Staff.
Where required, the Board of Management of the Foundation can establish Executive Committee and permanent or temporary committees, which are accountable for the Board of Management.
Duties and authorities of the Supervising Authority referred to in article 78 of the law numbered 903 are reserved.
Chapter 3
BOARD OF TRUSTEES
Article 12: Duty: (Changed by the Decision numbered 97/832 basis 97/545 dated 1.10.1997 of Şişli 4th Civil Court of First Instance)
Surveillance of management of the Foundation, and detection of supervision and principles are carried out by the Board of Trustees. Following duties are within the scope of the exclusive authority of the Board of Trustees.
1. Election of the Board of Management of the Foundation, and partial or complete dismissal of members,
2. Election of Foundation supervisors and partial or complete dismissal of members,
3. Change of Foundation Voucher
4. Approval of the opinion to be given by the Board of Management concerning replacement of Foundation goods.
5. Acceptance and approval of balance income-expenditure account, activity report of the Board of Management, supervisor's report and other reports and documents related to accounts.
6. Release of the Board of Management of the Foundation and Supervisors,
7. Approval of the budget and activity report,
8. Giving decision regarding investments in Foundation Voucher which will require the approval of the Board of Trustees.
9. Examining books, correspondences, every kind of document and asset of the Foundation and having where necessary the aforesaid examined by appointing special supervisors apart from supervisors.
10. Where deemed necessary, having companies, shares of which it will acquire in future, supervised through independent persons or organizations in financial terms.
11. Taking decision on matter out of the scope of usual management.
12. Approving regulations and legislations of the Foundation,
13. Other duties hereby cited in Foundation Voucher.
Article 13: (Changed by the Decision numbered 97/832 basis 97/545 dated 1.10.1997 of Şişli 4th Civil Court of First Instance)
1- Constant Members: 14 members, whose names and surnames are written in the provisional article 1 of the Foundation voucher, are hereby the constant members of the Board of Trustees. Even the person, who shall be proposed by at least two of the constant members, is over 35, high-school graduate, is not related to the members of the Board of Trustees up to 3rd degree, has distinguished characteristics around him and among his equals by his character and life, and has come to the fore, can be elected by approval votes of minimum 3/4 of the constant members of the Board of Trustees and be included in the Board of Management as constant member. The number of constant members can be increased up to 20 in this way.
These characteristics are not sought for members specified in article 1.
In the event of non-participation by constant members in the Board of Trustees meeting for 4 consecutive times due to death, resignation, restriction of use of civil rights in accordance with the Turkish Civil Code, constant illness causing non-execution of duty, and without excuse, their membership title is removed by the decision of the Board of Trustees. Constant memberships, which are emptied due to aforementioned reasons, are filled through election by the Board of Trustees by complying with election qualifications and principles. Election is made by putting on the agenda in usual meetings.
2- Members to be Included in the Board of Trustees Through election
- One for each representative member to be appointed by the Founder Legal Persons (First representatives of legal persons are shown in the provisional article 2.)
b- Representatives to be elected by the below specified organizations
1. Representative of İstanbul Technical University
2. Representative of İstanbul University
3. Representative of Boğaziçi University
4. Representative of the Middle East Technical University
5. Representative of Ege University
6. Representative of Türkiye İş Bankası A.Ş.
7. Representative of Tübitak - Scientific and Technological Research Council of Turkey
8. Representative of the Turkish Standards Institution
9. Representatives of the Mechanical and Chemical Industry Corporation
10. Representative of Manisa Municipality
11. Representative of MESS - Metal Industrialists Union
12. Representative of Turkish Armed Forces Foundation
These organizations report the demanded representative within one month at the latest. Representative of the organization, which does not report its representative within one month, is elected among candidates to be nominated in such organizations by the constant members and by approvals of 3/4 of the Board of Trustees in the first meeting of the Board of Trustees. Participation of the representative of that organization in the Board of Trustees is renounced in the event that organization representative cannot be elected even by this way. If deemed necessary by the Board of Management, new organizations can also be added to the organizations specified in this paragraph by decision of 3/4 of the full number of the members of the Board of Trustees in the meeting attended by 3/4 of the constant members of the Board of Trustees.
Article 14: Duty Term: (Changed by the Decision numbered 94/32 basis 94/83 dated 9.2.1994 of Şişli 5th Civil Court of First Instance)
Members to be included in the Board of Trustees through election have a duty term of three years. The member, who is appointed and performing duty due to termination of a membership, completes the duty term of his predecessor. Re-election of members, whose duty term has expired, is permissible.
Article 15: Meetings and Quorum: (Changed by the Decision numbered 2004/22 basis 2003/345 dated 10.02.2004 of Şişli 6th Civil Court of First Instance)
Board of Trustees gather routinely twice a year upon the call of the Chairman or the Deputy Chairman; one until the end of March and the other until the end of November. It is mandatory for holding the meeting that one more than half the number of members attends the meeting. In the event that no quorum can be achieved in the first meeting, the second meeting to be held one week later is held by the attending members.
Board of Trustees take its decisions through absolute majority of attending members. Special provisions concerning the matter in the Foundation Voucher are reserved.
Deceased Hüseyin Ekrem Elginkan, Founder of Elginkan Foundation, is the Constant Honorary Chairman of the Board of Trustees of Elginkan Foundation.
Board of Trustees elects itself a Chairman, a Deputy Chairman and a Secretary General to be valid for 3 years in the first Board of Trustees meeting to be held due to decease of Hüseyin Ekrem Elginkan, the Founder of the Elginkan Foundation and Honorary Chairman.
Members to be elected for Chairmanship, Deputy Chairmanship and Secretary General positions in the event of any release from such positions complete the term of their predecessor.
Chapter 4
BOARD OF MANAGEMENT
Article 16: Establishment and Duty: (Changed by the Decision numbered 97/832 basis 97/545 dated 1.10.1997 of Şişli 4th Civil Court of First Instance)
The Foundation is managed and represented by a Foundation Board of Management composed of either 7 or 9 members. 5 members in the event that the Board of Management is composed of 7 members, and 6 members in the event that it is composed of 9 members are all selected for 3 years and by secret vote among the Members of the Board of Trustees by the Board of Trustees. It is possible for members to be re-elected.
Member, who is elected due to a release in any membership, completes the term of his predecessor. Board of Management of the Foundation selects itself a Chairman, a Deputy Chairman every year and performs division of tasks.
Article 17: Meetings: (Changed by the Decision numbered 97/832 basis 97/545 dated 1.10.1997 of Şişli 4th Civil Court of First Instance)
Board of Management of the Foundation gathers once a month in any event where necessary. Board of Management is summoned to the meeting by the Chairman and the Deputy Chairman when necessary. Meetings are started with the absolute majority of the total member number. Decisions are taken in the meetings by at least one more of half of the participating member number.
Article 18: Duties: Board of Management of the Foundation is authorized to carry out all routine works required for achieving of the Foundation's purposes, and manage and represent the Foundation. It also has the duty and the authority to carry out the following apart from duties assigned to it by laws and the deed herein.
1. Take decisions in order to carry out the routine works of the Foundation and processes required by its purposes,
2. Prepare balance sheet, income-expenditure account, activity report, budget and annual programs and submit them for approval of the Board of Trustees,
3. Represent the Foundation and detect authorized signatories on behalf of the Foundation and their degrees,
4. Represent the Foundation in lawsuits and pursuance, i.e. possess active and passive lawsuit licence, have authority for conciliation, release and waiver in routine works.
5. Appoint the Foundation Manager where necessary,
6. Prepare regulations and legislations and submit them for approval of the Board of Trustees,
7. Call for gathering in due time of the Board of Trustees and the General Board, and call for extraordinary meeting of these bodies where necessary.
8. Grant authorization or proxy to any member or third person for specific works.
9. Perform acts and savings, which are entrusted to it by the Board of Management, or authorized by it
10. Apply the decisions of the Board of Trustees.
Article 19: Appropriations of the Members of the Board of Management: Members of the Board of Trustees and Board of Management are not paid. However, unavoidable costs incurred by these members by attending the meeting are reimbursed to them. Fees of special services regarding expertize of Members of the Board of Trustees and Board of Management and costs of services to be performed in favour of the Foundation are determined and paid to them by the Board of Management.
Chapter 5
SUPERVISORS
Article 20: Selection of Supervisors: Board of Trustees selects 1 one 3 supervisors for 3 years at most for control of Foundation accounts. It is obligatory that supervisors be expert on such subject. Their wages are set by the Board of Trustees.
6. (Changed by the Decision numbered 94/32 basis 94/83 dated 9.2.1993 of Şişli 5th Civil Court of First Instance)
CALL FOR EXTRAORDINARY MEETINGS AND PROCEDURE
Article 21: Call and Procedure:
Board of Trustees may be called to an Extraordinary meeting upon the call of
a- Chairman or Deputy Chairman
b- The Board of Management.
c- 5 members of the Board of Management may request from the Chairman for invitation of the Board of Trustees to Extraordinary Meeting by giving justification. Call to Extraordinary meetings is made by writing with proof of receipt, or registered letter with return receipt.
d- Provision concerning the 2nd clause of the paragraph c is also applied in ordinary meetings.
Chapter 7. LIQUIDATION OF THE FOUNDATION
Article 22: (Changed by the Decision numbered 94/32 basis 94/83 dated 9.2.1994 of Şişli 5th Civil Court of First Instance)
The Foundation is a deposit of Elginkan Family to the Turkish nation. Foundation cannot be terminated due to any reason apart from reasons for termination written in the law.
Board of the Management of the Foundation forms a Liquidation Committee among its members in the event of termination of the Foundation due to reasons written in the law. Members of the Liquidation Committee are paid the price appreciated by the Court.
All assets of the Foundation remaining as a result of Liquidation processes are transferred to a Foundation, which is towards the same purpose and is granted tax exemption. Thus, the Foundation terminates by itself. Circumstance is registered in the General directorate for Foundations by the Liquidation Committee.
Additional Article: (Changed by the Decision numbered 94/32 basis 94/83 dated 9.2.1994 of Şişli 5th Civil Court of First Instance)
Board of Trustees can make changes in the Foundation Voucher by decision of two third of the meeting participators and three fourths of the constant members in any event.
Principles of the Endowers, which are the basis for establishment of this Foundation cannot be changed.
Provisions of the law and legislation concerned are applied regarding changes to be made in the Foundation Voucher.
Chapter 8. PROVISONAL ARTICLES
Provisional Article 1: Constant Members (Changed by the Decision numbered 97/832 basis 97/545 dated 1.10.1997 of Şişli 4th Civil Court of First Instance)
1. Hüseyin Ekrem Elginkan
2. Prof. Dr. Halim Doğrusöz
3. Attorney S. Necla Baltacıoğlu
4. Gaye Akçen
5. Münir Yıldırım
6. A.Yücel Unan
7. İsmet Sevil
8. Muharrem Kaynar
9. Edip Haznedar
10. Celal Şardan
11. İsmail H. Balıkçı
12. Ahmet Şahin
13. Assistant Professor Doctor Rahmi Oruç Güvenç
14. Attorney M. Cengiz Kıyıcı Geçici
Article 2: Members to be Included By Election:
Representatives of the founder legal persons are the below persons for the first three years.
1. Mehmet Gürpınar on behalf of E.C.A Presdöküm Sanayi A.Ş.
2. Sami Kurtulan on behalf of Elginkan Holding A.Ş.
3. Yusuf Önder Türkey on behalf of Elper Yatırım A.Ş.
4. Yalçın Özaras on behalf of Valf Sanayi A.Ş
5. Sühely Başak on behalf of Elba Basınçlı Döküm Sanayi A.Ş.
6. Mete Akidil on behalf of lsel Gaz Armatürleri Sanayi ve Tic.A.Ş.
7. Nejat Ulugöl on behalf of Elsan Hammadde Sanayi A.Ş.
8. Haydar Yalçın on behalf of Bimel Büro İşleri Merkezi Sanayi ve Ticaret A.Ş.,
ÜMMEHAN ELGİNKAN
HÜSEYİN EKREM ELGİNKAN
E.C.A. PRESDÖKÜM SANAYİ A.Ş.
ELGİNKAN HOLDİNG A.Ş.
ELPER YATIRIM A.Ş.
VALF SANAYİ A.Ş.
ELBA BASINÇLI DÖKÜM SANAYİ A.Ş.
ELSEL GAZ ARMATÜRLERİ SANAYİ VE TİCARET A.Ş.
ELSAN HAMMADDE SANAYİ A.Ş.
BİMEL BÜRO İŞLERİ MERKEZİ SANAYİ VE TİCARET A.Ş.
