CHARTER

FOUNDATION CHARTER OF THE CULTURAL AWARENESS FOUNDATION

PREAMBLE
A foundation has been established under the provisions of the Turkish Civil Code by the individuals whose names and addresses are listed below this Charter.

NAME OF THE FOUNDATION
Article 1:

The name of the foundation is " Cultural Awareness Foundation". It is referred to as "the Foundation" throughout this charter.

HEADQUARTERS OF THE FOUNDATION
Article 2:

The headquarters of the Foundation is in Istanbul. Its address is Barbaros Boulevard, Barbaros Apartment, No. 163, Floor 4, Apartment 7. The Foundation may, when necessary, establish branches, representative offices, liaison offices, or similar units within Turkey or abroad, in accordance with relevant legislation, and by decision of the Board of Directors and with permission from competent authorities. The address of the headquarters may also be changed.

OBJECTIVE OF THE FOUNDATION
Article 3:

The objective of the Foundation is to raise awareness and consciousness in society for the protection and promotion of Turkey’s historical heritage, cultural and natural riches and values, by considering public interest and focusing on main areas such as history, archaeology, fine arts, modern and contemporary arts, and travel culture.

ACTIVITIES TO ACHIEVE THE FOUNDATION’S OBJECTIVES
Article 4:

a. To publish materials (books, brochures, magazines, bulletins...), produce cassettes, CD-ROMs, CDs, films, etc.,

b. To collaborate and exchange information with other relevant national and international institutions, organizations, individuals, associations, and foundations, provided the necessary permits are obtained,

c. To organize and participate in national and international congresses, symposiums, seminars, scientific meetings, concerts, competitions, festivals, and similar events and support such participation,

d. To develop support projects in all areas of art, especially to support young talents, and to create exhibition spaces and similar opportunities.

ACTIONS THE FOUNDATION MAY TAKE TO ACHIEVE ITS OBJECTIVES
Article 5:

In order to achieve its objectives, the Foundation is authorized — except where prohibited by law — to acquire, lease, use, and manage movable and immovable properties and other assets through donations, wills, other testamentary dispositions, purchases, or leases; to sell, transfer, or invest them and use their income and profit; to invest in immovable properties and their revenues one or multiple times; to manage donations, wills, and other testamentary acquisitions allocated to the foundation; to purchase and sell securities, stocks, and bonds; to collaborate with local or (with permission) foreign foundations with similar goals; to accept donations with or without conditions; to establish or partner in companies with its assets to increase revenue; and to take necessary legal and financial actions such as mortgages or pledges, including:

  • Accepting and utilizing property rights such as usufruct and residence,
  • Accepting all kinds of guarantees, including mortgages on movable and immovable property,
  • Taking loans when necessary,
  • Accepting conditional donations,
  • And in general, engaging in all necessary legal and financial transactions required to achieve one or more of the Foundation's goals as permitted under Article 46 of the Civil Code.

However, the Foundation cannot use its powers or income for purposes prohibited by Law No. 903.


FOUNDATION ASSETS
Article 6:

The Foundation's initial capital is 57,128,789,702 Turkish Lira (fifty-seven billion one hundred twenty-eight million seven hundred eighty-nine thousand seven hundred two TL), allocated by the Founders Board.

This founding capital may be increased through additional donations, acquisitions, and other legal means. The Foundation may acquire further assets and rights wholly or partially through donation, will, or other means. It may also hold or acquire limited property rights such as usufruct or residence rights.


INCOME OF THE FOUNDATION
Article 7:

The income sources of the Foundation are:

  1. a. Revenues from movable and immovable properties,
    b. Conditional and unconditional donations from individuals and legal entities,
    c. Revenues and profit shares from economic enterprises established or participated in by the Foundation,
    d. Revenues from cultural and social events (e.g., publications, concerts, balls, seminars, symposiums, tours),
    e. Income from services provided in line with the Foundation’s objectives and in accordance with laws,
    f. Revenues from all operations listed in Articles 3 and 4,
    g. Other miscellaneous revenues.

ORGANS OF THE FOUNDATION
Article 8:

a. Board of Trustees
b. Board of Directors
c. Audit Board

Article 9:
The Board of Trustees is composed of the individuals listed in the attached annex.


DUTIES AND AUTHORITIES OF THE BOARD OF TRUSTEES
Article 10:

a. Elect members of the Board of Directors,
b. Elect members of the Audit Board,
c. Review and approve reports, balance sheets, and financial statements; decide on discharge of the Board of Directors and Audit Board,
d. Approve or amend internal regulations prepared by the Board of Directors,
e. Approve or amend annual work plans and budgets,
f. Decide on remuneration (if any) for the Board of Directors and Audit Board (no payments can be made to public officials),
g. Amend and update the Foundation Charter when necessary,
h. Approve new Board of Trustees members proposed by the Board of Directors,
i. Determine the Foundation’s general policies,
j. Elect “Friends of the Foundation” (those who materially or morally contribute to the Foundation’s mission). They may attend Board of Trustees meetings but have no voting rights.


MEETINGS AND SUCCESSION OF THE BOARD OF TRUSTEES
Article 11:

a. The Board of Trustees consists of the 148 founding members who signed the Charter.
b. Each member must designate three successors in writing. Membership may be terminated by death, resignation, incapacity, or failure to attend three meetings without excuse. Replacements are selected from the list of designated successors.
c. The Board meets annually in April for elections and to review financial and operational reports. Extraordinary meetings may be called by the Board of Directors or 1/5 of the members or the Audit Board.
d. Membership is terminated if:

  • Convicted under Article 9 of the Foundations Law No. 5737.
  • Absent for three consecutive meetings without excuse.


DECISIONS
Article 12:

A Chair, Vice Chair, and two Secretaries are elected at each meeting. Decisions are recorded and signed by the members. Resolutions require a simple majority. Each member has one vote. Proxies are allowed, but one person may hold only one proxy.

BOARD OF DIRECTORS
Article 13:

The Board consists of 5 full and 5 alternate members elected for 3 years. The majority must be members of the Board of Trustees. Non-members may also be elected provided they do not form the majority.


CHAIRMAN AND REPRESENTATION
Article 14:

The Board elects a Chair, Vice Chair, and Treasurer. The Chair represents the Foundation. The Vice Chair acts in the Chair’s absence.

MEETINGS AND DECISIONS OF THE BOARD
Article 15:

a. The Board meets at least once a month.
b. The Chair or, jointly, the Vice Chair and a member may call a meeting.
c. Members who miss four consecutive meetings without a valid excuse are replaced by alternates.
d. Decisions are made by simple majority.
e. All decisions are recorded and signed in a certified book.
f. An executive committee of 3 people (including the Chair, Vice Chair or a member, and the Director) may be formed to manage affairs between meetings.

DUTIES AND POWERS OF THE BOARD OF DIRECTORS
Article 16:

a. Take measures to achieve the Foundation’s objectives,
b. Approve expenditures and methods,
c. Acquire, manage, or dispose of assets,
d. Manage and invest assets,
e. Hire and determine responsibilities and salaries of personnel,
f. Prepare budgets, balance sheets, and reports,
g. Keep records and documents,
h. Report to the Board of Trustees,
i. Propose changes to the Foundation Charter,
j. Implement Board of Trustees decisions,
k. Prepare and enforce internal regulations.


REPRESENTATION AND PROXIES
Article 17:

a. The Foundation is represented by the Board of Directors. Authority may be delegated. Signatures are valid with the Foundation seal and the signatures of the Chair and one additional authorized person.
b. Proxies may be appointed for specific tasks.

AUDIT BOARD
Article 18:

Composed of three members and two alternates elected for 3 years. They examine all documents, accounts, and finances. Reports are submitted at least 15 days before the annual meeting.

DIRECTOR OF THE FOUNDATION
Article 19:

The Board of Directors may appoint a Director from within or outside the Foundation to manage daily affairs.


USE OF FOUNDATION INCOME
Article 20:

At least 80% of annual gross income is used for the Foundation’s objectives; up to 20% may be used for administrative expenses, reserves, and capital investments.

SERVICE FEES
Article 21:

Trustees and board members serve voluntarily. Documented travel and accommodation expenses are reimbursed. Members holding salaried positions outside their Board roles may be paid.


ACCOUNTING PERIOD
Article 22:

The fiscal year is the calendar year.


CHARTER AMENDMENTS
Article 23:

Changes to the Charter require a proposal by the Board of Directors and approval by a two-thirds majority of the Board of Trustees.

TERMINATION OF THE FOUNDATION
Article 24:

The Foundation may be dissolved with the written proposal of a majority of the members and a two-thirds approval of the Board of Trustees. Upon dissolution, assets are transferred to a similar foundation or official institution.

FOUNDING MEMBERS OF THE FOUNDATION

Article 25:
The members of the Board of Trustees are listed below, ordered by surname.

Natural Persons

1. HALUK ABBASOĞLU
2. DENİZ AKALIN
3. FATMA ŞEN AKDUMAN
4. VİLDAN AKPOLAT
5. CEMİL EROL AKPULAT
6. EMİNE FİLİZ AKPULAT
7. NECMİ AKSOY
8. BELKİS TÜLİN ALAÇAM
9. BERRİN ALPER
10. MEHMET ALPER
11. IŞIK ALUMUR
12. OLCAY ALVER
13. M. FAHRİ ARAL
14. GÜLSEVİN ARKALI
15. BÜLENT ARKALI
16. MERAL ARTUN
17. SİBEL ASNA
18. ALİ CİHAT AŞKIN
19. YAVUZ AŞLAK
20. YÜKSEL TOMURCUK ATAGÖK
21. ŞEBNEM ATALAN
22. AYŞE SEMİHA BABAN
23. İSMAİL HAKKI BALİÇ
24. MELİKE BALKIR
25. AYŞE BAŞER
26. AFİFE BATUR
27. HABİBE AYŞE BAYER
28. NURHAN BAYER
29. HATİCE HÜLYA BİROL
30. UFUK BİŞAK
31. AYŞE ÖMÜR BOZKURT
32. HANDAN ŞÜKRAN BÖRÜTECENE
33. AYTEN EDİBE BUĞRA
34. VERA BULGURLU
35. ORHAN BURSALI
36. AHMET YILDIRIM BÜKTEL
37. SÜLEYMAN SAMİ CANER
38. BESİ CECAN
39. GÜLDAL ŞEYDA ÇAĞLAYAN
40. ENVER TALİ ÇETİN
41. HÜSEYİN HALUK ÇETİNKAYA
42. ŞADİYE ÇETİNTAŞ
43. YILDIZ DEMİRİZ
44. IŞIK DEMİRÖZ
45. İSMAİL TEZCAN DEMİRÖZ
46. AYŞE DENİZ
47. İVİ DERMANCI
48. MEHMET BÜNYAD DİNÇ
49. FÜSUN DİNÇER
50. AYŞE YEŞİM DOĞAN
51. EVİN DOĞU
52. MEHMET HALDUN DOSTOĞLU
53. FATMA REZAN ELBEYLİ
54. AVNİ ERDEM
55. GÜZİDE EROĞLU
56. LÜTFİYE EROĞLU
57. OSMAN SELÇUK EROĞLU
58. AZİZ DENİZ ESEMENLİ
59. RIFAT ENGİN ESEN
60. GÜLEN ESMER
61. ÖZKAN ESMER
62. AHMET SUAT ŞEFİK ETANER
63. HÜSEYİN MELİH FERELİ 
64. ELİZABET FİNZİ
65. ROBERT HASKİYA FİNZİ
66. SEMRA GERMANER
67. HATİCE ÜLKER GERMEN
68. ŞELALE GERMİRLİ
69. İBRAHİM GÖKSUNGUR
70. SİNAN ERCAN GÜLÇUR
71. DEMET GÜRAL
72. GÜLDEN HACALOĞLU
73. EMİNE GÜLÜM ILGAZ
74. AYLİN İKİIŞIK
75. AYŞE TÜLİN İLTER
76. ZEYNEP İNANKUR
77. GÜNGÖR KAFTANCI
78. FATMA ZERHAN KARABİBER
79. TÜLİN KARAGÜLLE
80. FÜSUN KAVRAKOĞLU
81. İBRAHİM KAVRAKOĞLU
82. BERNA KAYHAN
83. MUHARREM HİLMİ KAYHAN
84. SERAP KAYHAN
85. TİJEN KAYRALCI
86. AYŞE HALE KIRATLIGİL
87. KEVSER AYNUR KOÇ
88. KAZIM KOLCUOĞLU
89. ŞENGÜN KOLCUOĞLU
90. FERHAN KOPUZ
91. FATMA MERAL KORZAY
92. ÇİĞDEM KÖSTEPEN
93. ALİ ERİM KÖSTEPEN
94. ÖMER KURAN
95. BERAL SEHER MADRA
96. İBRAHİM ÖMER MADRA
97. HURİYE NUR MANÇO
98. EROL TARIK MİNKARİ
99. CEMAL MUTLU
100. FİLİZ ÖNDER
101. MESUT ÖNER
102. EROL ÖZDOĞAN
103. HATİCE GÜNAY ÖZDOĞAN
104. ZEYNEP TÜLİN ÖZGEN
105. PÜREN ÖZGÖREN
106. OSMAN VEDAT ÖZSAN
107. SÜHEYLA YILDIZ ÖZSAN
108. VİCDAN ÖZTAÇ
109. ŞİRİN PAKSOY
110. FARUK PEKİN
111. MÜFİDE PEKİN
112. MUSTAFA REŞAT PEŞTERELİ
113. GÜL PULHAN
114. AHMET SALCAN
115. SAİME HANDAN SAN
116. MARKO SARDA 
117. SİBEL RAGIBE SARDA
118. SÜREYYA SEMİZ 
119. AYLA SEVAND
120. FİRDEVS NERMİN SİNEMOĞLU 
121. GÜLGÜN SİPAHİOĞLU
122. İSMAİL HALUK SİPAHİOĞLU
123. MERAL SİRMEN
124. MUSTAFA SEMİH SİRMEN
125. FİTNAT FATMA SÖNMEZ
126. MİNA ŞENVAR
127. İLYAS ARAS ŞENVAR
128. ÜMMÜHAN SİBEL ŞUHUBİ
129. MEHMET BAHA TANMAN
130. EMİNE NİHAL TALAY
131. CENAP TEZER
132. ALİ DEMİR TİRYAKİ
133. HATİCE AYÇA TİRYAKİ
134. SABRİ TİRYAKİ
135. ZEHRA GÜLRUH TOPLAR
136. AYŞE ŞULE TUNCA
137. METE TUNÇAY
138. UŞUN TÜKEL
139. HATİCE CANAN PAK TÜMAY
140. OSMAN TEVFİK TÜMAY
141. EMİNE GÖNÜL TÜRKER
142. FATMA BEHİN GÜLGÜN ÜSTÜNDAĞ
143. MEHMET ÜSTÜN ÜSTÜNDAĞ
144. DENİZ YALAV
145. HAYRİ FEHMİ YILMAZ
146. TARCAN YILMAZ
147. İZZET ŞENER YUNUSOĞLU
148. BİLGE ZEREN


PROVISIONAL ARTICLES

Article 26:

Provisional Article 1:
The initial Provisional Board of Directors of the Foundation consists of the following individuals:

FULL MEMBERS

  1. Lütfiye Eroğlu
  2. Melih Fereli
  3. Füsun Kavrakoğlu
  4. Tijen Kayralcı
  5. Faruk Pekin
  6. Uşun Tükel
  7. Hatice Canan Pak Tümay

ALTERNATE MEMBERS

  1. Fahri Aral
  2. Ayşe Yeşim Doğan
  3. Kevser Aynur Koç

Provisional Article 2:
The initial Provisional Audit Committee of the Foundation consists of the following individuals:

FULL MEMBERS

  1. İsmail Hakkı Baliç
  2. Ayşe Hale Kıratlıgil
  3. İzzet Şener Yunusoğlu

ALTERNATE MEMBERS

  1. İsmail Haluk Sipahioğlu
  2. Mustafa Semih Sirmen

The Provisional Board of Directors is obliged to convene the Board of Trustees within three months from the date of the Foundation’s registration, and during this period, it shall possess the duties and powers specified in the Charter.

Provisional Article 3:
Ayşe Hale Kıratlıgil, a lawyer registered with the Istanbul Bar Association under registry number 6559, has been authorized to carry out all necessary procedures for the registration of this Foundation.