ARTICLES OF FOUNDATION
Article 1-The foundation’s name is “Zan Sosyal Siyasal İktisadi Araştırmalar Vakfı” (Zan Foundation for Social, Political and Economic Studies) It shall hereinafter be only referred to as the “foundation”.
HEADQUARTERS OF THE FOUNDATION:
Article 2- The headquarters of the foundation is in the province of Diyarbakır, the county of Yenişehir, in the address of Lice cad., No:1, D.7. This address can change with the board resolution. The foundation may open branches and representatives at home and in abroad through a Board Resolution.
THE FOUNDATION’S OBJECTIVE:
Article 3- The foundation is established to carry out and help to carry out the scientific academic researches on all kinds of subjects in which the fields comprising of social, political and economic sciences on Turkey and Middle Eastern societies are addressed with an interdisciplinary approach in order to to sheld light on sheltering and others issues related to urbanization which are the main social problems arising out of the interaction the people have in the context of urbanization and immigration, to search for solutions to these problems and to develop applied projects, to contribute to the national and international publications in these fields, to hold various national and international conferences, symposiums, colloquium, etc. in these fields and participate in the activities to be held, to gather and archive the information obtained, to get support from and support the people and organizations working in this field, to develop projects in the field of social policy and to carry out studies for the implementation of these projects.
ACTIVITIES OF THE FOUNDATION:
Article 4- In line with this purpose, the foundation publishes magazines, books, brochures and the like via internet or print and organizes symposiums, conferences, panels, seminars and organizations to promote these works, gathers documents about work fields, establishes archive and documentation centers, institutes, makes documentary films and similar films, makes organizations for the promotion of scientific, cultural, artistic and literary works, develops alternative geoeconomic-socioeconomic models for urbanization and housing production, searches for and implements suitable alternative business and studies models for this purpose, works to realize the targets set at the global level and the local level in cooperation with national and international institutions on the basis of sheltering and other urban rights. In this context, the foundation grants scholarships to successful students and researchers by sensitizing the civil society as a whole and ensuring its participation in the work, as well as the central government and local governments; makes collaborations and partnerships with the national or international institutions and organizations that have similar activities, opens branches both inside and outside the country when necessary.
ACTIONS AND TRANSACTIONS THE FOUNDATION CAN PERFORM TO ACHIEVE ITS PURPOSES
Article 5- The foundation is authorized and allowed to possess movable and immovable properties by way of donation, inheritance, purchasing and leasing in order to achieve its objective, sell, transfer and release, those owned by it pursuant to provisions of the law regarding foundations, collect and spend proceeds from the same, use one or more than one immovable property and proceeds thereof that are part of the foundation’s wealth as investment once or more than once, manage and dispose of movable and immovable properties and proceeds of the same which become its property by way of donation and inheritance, purchasing and by other means on the condition of not being in breach of the foundation’s objective and fields of service, acquire real estates and evaluate and sell the same in line with the foundation’s objective, cooperate with domestic and foreign foundations and real and legal entities that are engaged in works similar to that of the foundation, receive aid, enter into agreements to obtain such aid, accept in-kind rights apart from ownership of immovable properties such condominium, usufruct, residence, pledge and mortgage and right of construction, utilize such rights, receive all sorts of guarantees including pledge and mortgage over movable and immovable properties for present or future agreements to be entered into, accept valid bank guarantees, borrow funds , when necessary, in order to achieve the foundation’s objective and fields of service, give surety, pledge, mortgage and other guarantees, derive income from projects and all other works to be conducted in accordance with the foundation’s objective and fields of service, and establish economic enterprises and partnerships that are to be operated ink accordance with ordinary principles of operation in order to derive income for the foundation, participate in those existing partnerships, directly operate the same or have them operated by an operator under its control, and engage in ventures, dispositions , property acquisition , constructions and entering into construction and similar contracts that may be deemed beneficial and necessary for realization of one or all of the foundation’s objectives and fields of service, conduct seminars, conferences, panels, symposiums, etc. on these issues in order to produce projects through collective and cooperative methods in a sustainable way, make educational and promotional activities and spend the revenues obtained in the course of the works in line with the aims of the foundation, establish and operate all kinds of partnerships, economic enterprises, aid boxes, carry out coordinated works with public institutions and organizations, Municipalities, Universities, Trade and Industry Chambers, Tradesmen and Occupation Chambers, Businessmen's Associations, Trade Unions and NGOs, develop and realize joint projects, develop dialogues and joint projects and cooperate with other associations, foundations and non-governmental organizations; associations, foundations etc. established for the same purpose, open schools for students, libraries, classrooms, study houses, course places, institutes, scientific research centers and schools at all levels and collect in-cash andkind financial aid for their purposes, organize cultural and artistic events, income-giving exhibitions, concerts, festivals, entertainment nights and meetings with or without dinners, participate in all kinds of national and international aid campaigns, grants, credits, etc., authorize competitions related to its fields of activity and to award prizes and to organize charitable activities according to the Law on Charity Collection No. 2860, as outlined in Article 48 of the Turkish Civil Code.
The foundation may not utilize foregoing authorities and revenues for purposes forbidden by the Turkish Civil Law.
ASSETS OF THE FOUNDATION:
Article 6- The asset of the foundation is 50,000 Turkish Liras assigned to the foundation by the founders. The asset of the foundation can be increased by additions to the assets following the establishment of the foundation.
BODIES OF THE FOUNDATION:
Article 7- The bodies of the foundation are shown below;
- a) Board of Trustees
- b) Board of Directors
- c) Board of Supervisors
BOARD OF TRUSTEES:
Article 8- Board of Trustees of the Foundation are the real persons, whose names are written below and whose signatures are affixed under this foundation deed:
Members of the Board of Trustees preemptively determine the names of three people, by whom they wish to be replaced after their term, and present it in writing to the Board of Trustees. In case of vacancies in memberships due to death, resignation or any other reason, Board of Trustees membership is offered to candidates to start with the first rank according to the list.
If Board of Trustees members do not prepare any candidates or if none of the candidates accept the duty, the election for the vacant Board of Trustees membership shall be made by a common decision of the remaining Board of Trustees members.
DUTIES AND POWERS OF BOARD OF TRUSTEES:
Article 9- Board of Trustees is the optimum decision making body. The powers of the Board of Trustees are shown below:
- a) Electing the Board of Directors,
- b) Electing the Board of Supervisors,
- c) Examining and discussing the activity report prepared by the Board of Directors and auditing board reports, making decisions on the release of the Board of Directors,
- d) Accepting foundation bylaws drafts, which are to be prepared by the Board of Directors, as the same or by making changes,
- e) Accepting annual budget drafts, which are to be prepared by the Board of Directors, as the same or by making changes,
- f) Determining whether any attendance fee to the members of the Board of Directors and the Board of Supervisors who are not public officers, and determining the amount if it is to be given,
- g) Amending or supplementing the foundation deed when necessary.
- h) Determining the general policies related to the activities of the foundation.
MEETING DATES AND QUORUM FOR BOARD OF TRUSTEES
Article 10- The first meeting of the Board of Trustees shall be made within one month after the registration of the Foundation.
- a) In June to discuss the issues of approving the balance sheet and work reports,
- b) In November to discuss the issues of approving the budget and work reports, and of making the elections.
Board of Trustees may also convene extraordinarily when deemed necessary by the Board of Directors or upon request by minimum one third of Board of Trustees members in writing. Issues not listed in the announced agenda shall be discussed neither in ordinary nor extraordinary meetings. However, with the written suggestion of minimum one tenth of the persons present in the ordinary meeting right after the Board is formed; items can be added to the agenda, except for issues of deed amendments and issues that would vest responsibilities to the Foundation and its bodies. The date, time, venue and agenda of meetings are to be notified at least 7 (seven) days before the date of meeting by registered mail or a notice to be delivered against signature.
The quorum for the meeting of Board of Trustees is one more than half of the number of its members. If majority cannot be achieved, the meeting is held one week later on the same day, time and location. Quorum for the second meeting may not be less than one third (1/3) of the number of members.
The number of votes necessary for Board of Trustees decisions in one more than the half of the number of attendees. In case of an equality of votes, the chairman’s vote shall be counted as two. Voting method is also to be determined by resolution. Each member has a right to one vote. Members who cannot come to a meeting may assign another Board of Trustees member as an attorney. A person may not act as an attorney for more than one person.
Necessary number for resolutions related to amendments, modifications or additions to the Foundation Deed is two thirds of the full number of members.
BOARD OF DIRECTORS:
Article 11- Foundation’s Board of Directors consists of 5 original and 4 substitute members to be elected by the Board of Trustees for two years. It is obligatory to have the majority of the Members of the Board of Directors among Board of Trustees members. It is possible to elect persons outside the Foundation, provided that they do not form majority. In the first Board of Directors meeting; the chairman, vice chairman and treasurer are elected, and duties are distributed. In lieu of a Member of the Board of Directors, whose term ends prematurely for any reason, one of the substitute members is invited to duty according to their rank. The Board of Directors convenes at least once a month. A member of the board not attending consecutive 3 meetings without a valid excuse shall be deemed to have resigned from this duty.
Meeting quorum is 3; resolutions are taken by majority. In case of an equality of votes, the chairman’s vote shall be counted as two. Resolutions taken are written in the 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 board of the Foundation.
With this title, Board of Directors:
- a) Takes and applies any resolutions in line with the purpose of the Foundation.
- b) Ensures that foundation operations are carried out regularly and efficiently in light of general policies set by the Board of Trustees. In this context, it prepares necessary bylaw drafts and submits them for the approval of the Board of Trustees.
- c) Conducts studies required to evaluate property of the foundation and help the foundation find new financial sources..
- d) Takes necessary initiatives with all real and legal persons in the name and account of the foundation’s legal entity in connection with legal, financial and various matters and takes necessary actions.
- e) Appoints general managers for the Foundation provided that their duties, powers and responsibilities are clearly set beforehand; it may create a position of foundation general secretariat or such other similar auxiliary units, it may end their duties when necessary.
- f) Determines, appoints, sets the wages of, and when necessary, discharges the personnel to be recruited in the Foundation.
- g) Decides on opening and closing of branches and representation offices at home and abroad within framework of the respective legislation, and conducts transactions required to that end.
- h) Monitors and controls the accounting works of the Foundation, ensures that income-expense statement and balance sheets are prepared, sent to the relevant administration and announced at the end of the fiscal period.
- i) Applies the annual budget accepted by the Board of Trustees.
- j) Carries out the preparatory works for meetings of Board of Trustees.
- k) Submits the periodic activity report of the foundation for release in Board of Trustees meetings.
- I) Fulfills other duties as required by the respective legislation, foundation deed and its by-laws.
REPRESENTATION OF THE FOUNDATION:
Article 13- The Foundation is represented by the Board of Directors. Board of Directors may transfer this representation power to the Chairman of the Board and Vice Chairman of the Board. Board of Directors may authorize, one or several of its members, one or several of its authorized officers, its representatives or representative offices to sign a contract, issue and transfer contracts, legal documents or deeds in the name and account of the Foundation in general or certain situations and issues, under procedures it will define.
BOARD OF DIRECTORS:
Article 14- The board of directors is a body established to audit the foundation's activities and accounts on behalf of the board of trustees. The board of directors consists of three members who will be elected from within the board of trustees or from outside not to form the majority for two years. 1 substitute member is also selected. The substitute member relative is called instead of the original member who left for any reason.
The board of directors conducts its reviews on all books, records and documents. After the foundation accounts are approved by sworn financial advisors, the report to be arranged by the accounting period is 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.
Article 15- Board of Trustees determines whether any attendance or other fees to the members of the Board of Directors and the Supervisory Board who are not public officers, and determines the amount if it is to be given.
REVENUES OF THE FOUNDATION:
Article 16- The revenues of the Foundation are shown below:
- a) Any conditional or unconditionally donations and aids in line with the purpose of the Foundation.
- b) Miscellaneous revenues from Foundation operations.
- c) Revenues from economic enterprises, subsidiaries and partnerships.
- d) Revenues from the utilization of Foundation movable and immovable properties and other assets and rights.
WHERE TO ALLOCATE AND SPEND FOUNDATION REVENUES:
Article 17- Of the annual gross income of the Foundation, minimum two third shall be allocated and spent for the purposes of the Foundation,
AMENDMENT OF THE OFFICIAL DEED:
Article 18- Amendments to Foundation Deed are made upon the approval of at least the two third (2/3) of the Board of Directors or Board of Trustees, and of at least one fifth (1/5) of the board of trustees.
TERMINATION OF THE FOUNDATION:
Article 19- If the Foundation is terminated for any reason, its properties and rights remaining after the liquidation of its debts shall be assigned to Göç Vakfı (The Migration Foundation).
The termination of the foundation is only possible with the written proposal of at least one more than the half of the total number of members of the board of directors or the board of trustees and with the approval of two third (2/3) of the total number of the members of the board of trustees.