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VOUCHER

FOUNDATION VOUCHER OF KÜLTÜR BİLİNCİ VAKFI

STARTUP
A foundation has been established by the real and legal persons, the names and adresses of whom are written under hereby Foundation, in accordance with the provisions of the Turkish Civil Code.

FOUNDATION NAME
Article 1: The name of foundation is Kültür Bilinci Vakfı. In hereby voucher, it is referred to as “Foundation” hereinafter.

HEAD OFFICE OF FOUNDATION
Article 2: Head office of Foundation is in Istanbul. It is address is Barbaros Bulvarı, Barbaros Apt. No:44 K.7 D.19. When required, the Foundation may open branch office, representation, contact office and similar entities, in the country and abroad, and may change the address of head office with the resolution of the Board of Directors and the permission of competent authorities within the frame of applicable regulation.

PURPOSE OF FOUNDATION
Article 3: To develop the sensitivity and consciousness in society in order to protect and promote any type of historical heritage, cultural richness and values of Türkiye and the nature and environment, in which these values are out by protecting public interest and by also by considering history, archeology fine arts, contemporary and current arts and travelling culture as main working areas. For this purpose;

  • It contributes to the writing and perception of Turkish history, archeology and fine arts, and it supports every effort towards this purpose and makes related publications,
  • It helps to take inventory and display the inventory of Türkiye's historical, archaeological and cultural heritage. It supports archaeological studies and museology,
  • It raises the consciousness in society in matters of the destroying sustained by both nature and human and the historical artifact smuggling in the fields of archeology, architecture, environment, historical and modern heritage,
  • It creates a data pool to create a source for travel culture and cultural trips,
  • It contributes to establish a dialogue between cultures, societies and civilizations at a universal level.

​JOBS AND PROCEDURES, WHICH THE FOUNDATION MAY DO TO ACHIEVE ITS PURPOSE
Article 4: In addition to various national and international donations, aids and allocations, it may acquire any type real, personal and intellectual rights, and may make any types of legal disposing,

To achieve its purpose, the Foundation:

  1. May be a founder to domestic or foreign companies, associations and foundations established and to be established, may join these later, may be a partner to them,
  2. Establishes new dwelling units for the purpose of raising the standard of living of the society, establishes cooperatives or similar institutions to realize it, becomes a partner to them,
  3. May acquire all kinds of personal, intellectual rights in addition to various national and international donations, aids and allocations, and may have any kinds of legal savings on them,
  4. May possess and use all kinds of properties and assets consisting of movable and immovable properties unrestricted in quantity and value, by means of donations, wills, death-related transactions or by purchase and hire, except the legal restrictions, it is permitted and authorized to  sell, alineate its assets in accordance with the provisions of the law on foundations , to receive and spend their incomes, to use the one or more immovable properties or income included in the assets of the Foundation in investments for one or more times, to manage and possess the movable properties and immovable properties and money, which it take over by means of donations  and will, purchase or other ways to be made as not contradicting with the purpose and service subjects of the Foundation, to buy securities and to evaluate and sell them in the direction of purpose of the Foundation, to make cooperation with the domestic and foreign foundations, real and legal entities, which carry out jobs similar to their purposes in accordance with the laws,public institutions and organizations, receive donations from these, to make donations to foundations with similar purposes, make agreements to provide these aids, to accept incorporeal rights of property such as servitudes, tenancy, right of residence, surface,pledge and mortgage of immovable properties, to use such rights, to receive all kinds of guarantees including pledges and mortgages of movable and immovable properties for contracts, which it will make with its existing incomes or incomes to come to accept valid bank guarantees, to borrow and to give guarantee, pledge, mortgage and other guarantees when necessary in order to ensure that the purpose and service of the Foundation, to earn income from projects and works carried out and to be carried out in accordance with the purposes and services of the Foundation,to establish economic enterprises, corporations or partnerships, to participate in the established enterprises, to operate them directly, or to have them operated by an enterpriser under the supervision of the Foundation, to make initiatives, savings, acquisition of property, construction and similar contracts that are considered useful and necessary to achieve one or all of the purposes and services of the Foundation as stated in Article No.46 of the Turkish Civil Code,
  5. The Foundation is not allowed to use these authorizations and incomes for the intentions forbidden by the Law No.903.
  6. The Foundation will also carry out the followings to achieve its purpose:
  • To Produce all kinds of publications (books, brochures, magazines, bulletins ...), cassettes, CD-Roms, CD films, radio-television programs,
  • To organize national and international congresses, symposiums, seminars, scientific meetings, concerts, competitions, festivals and similar meetings and activities, to participate in such activities, to support participation,
  • To perform museu- creating studies in all fields involving the history and society, particularly the matters of "Anatolian Technology History", "Science and Technology", "Ethnography" "Dwelling Examples in Anatolia," Handicrafts "," Contemporary Art "," Today’s Arts ",
  • To participate in historical and archaeological studies outside of Türkiye in the framework of world heritage,
  • To cooperate with other national and international institutions, organizations, individuals, associations, foundations appropriate for the purpose within the scope of the projects, to exchange information, to carry out fund transfer if found proper,
  • To create projects, which especially support the development of young talents, in all branches of art, to create exhibition spaces and similar facilities,
  • To Support the travelers in every respect, to train them, to organie seminars for this purpose,
  • To introduce the natural, historical, archaeological and cultural heritage of Türkiye to the whole world,

​ASSETS OF FOUNDATION
Article 5: The establishment assets of the foundation is 25,209.30.000.000 (twenty five billion and twohundred and  nine million and three hundred thousand) TL, which has been allocated to the Foundation by the founders. The establishment assets may be increased after the establishment of the foundation, with the additions made to the property. In addition to the initial establishment assets, the Foundation may, in the country or abroad, take all kinds of goods and rights, or a part or whole of a property in possession by means of donations, wills or other ways. It may have tenancy, incorporeal rights of property, or it may acquire these rights in any legal way.

INCOMES OF THE FOUNDATION
Article 6: Incomes of the Foundation consist of the followings:

  1. Securities and real estate incomes,
  2. Conditional and unconditional donations made by real and legal persons,
  3. Publications and education incomes,
  4. Income shares of economic enterprises to be established or participated by the Foundation.
  5. Incomes obtained from concerts, balls, meals, seminars, symposiums and cultural events to be organized by the Foundation,
  6. Incomes obtained within the frame of the services carried out in accordance with the purpose of the Foundation,
  7. Incomes to be obtained from all savings mentioned in Articles No.3 and 4 of this Foundation Voucher,
  8. Other incomes.


ORGANS OF FOUNDATION
Article 7:

  1. Founders' Committee
  2. Board of Directors
  3. General Directorate of the Foundation
  4. Supervisory Board

FOUNDERS
Article 8: Founders' Committee consists of the followings:

  1. Legal persons in attached list
  2. Real persons in attached list
  3. Those, who were accepted to the membership of Founders' Committee among those, who give minimum

Republic golds (coin) after the establishment of the Foundation,

  1. Those, who were accepted to the membership of Founders' Committee among those, who have helped to the Foundation materially or spiritually.


DUTIES AND AUTHORITIES OF THE FOUNDERS’ COMMITTEE
Article 9: Duties and authorities of the Founders’ Committee are the followings:

  1. To elect the official and substitute members of the Board of Directors,
  2. To examine the activity report, balance sheet, income-expense accounts prepared by the Board of Directors and to discharge the Board of Directors,
  3. To decide whether to accept membership proposed by the Board of Directors as a member of the Board of Directors or not,
  4. To elect the official and substitute members of the Supervisory Board,
  5. To advise about the works of Foundation.


MEETING OF THE FOUNDERS’ COMMITTEE
Article 10: The Founders' Committee shall gather every year in January with the participation of at least one more than half of the members of the Founders' Board. If it was not possible to find one more than half of the members in the first meeting, this quorum shall not be sought in the second meeting to be held within three days the latest. The date, place, time and agenda of the meeting shall be notified by registered letter to the members as it shall reach to the members at least 7 (seven) days before the date of the meeting.

DECISIONS
Article 11: A President, a Vice-president, and two Council Clerks are elected by the Founders' Council. The clerks write out what is being discussed. The decisions taken are recorded into minutes and then signed by the Presidency Council and the members. In Founders’ Committee, the decisions are taken by the absolute majority of present members. Every member has one vote right. A member, who cannot come to the meeting, may appoint a member of the Founders’ Committee as its proxy. A person may not collect more than one proxy.

BOARD OF DIRECTORS
Article 12: The Board of Directors shall consist of 7 (Seven) members to be elected by the Founders Board for three years of period. Members of the board of directors may be elected from the members of the Board of Directors or from outside. Also, three substitute members are elected.

PRESIDENT OF THE BOARD OF DIRECTORS AND THE REPRESENTATION
Article 13: The Board of Directors elects a President, a Vice President and a Bookkeeper its members. The President of the Board of Directors represents the Foundation. The Second (Vice) President presides at the meetings of the Board of Directors when the President is absent.

MEETINGS AND THE DECISIONS
Article 14:   

  1. The Board of Directors of the Foundation gathers at least once a month.
  2. The President of the Board of Directors may call the Board of Directors to gather when necessary.
  3. The Board of Directors may gather also upon the joint call of the second President and a member.
  4. A member, who has not attended to the meetings for four times within a calendar year without its apology accepted by the Board of Directors, shall be considered to have withdrawn from the membership of the Board of Directors.
  5. One substitute member is taken into its place. Decisions are taken by absolute majority of the number of members.

​DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS
Article 15: Duties and authorizations of the Board of Directors are the followings:

  1. To take all kinds of precautions that are useful to achieve the purpose of the foundation.
  2. To make the expenditures required for the activities the Foundation and to determine the payment procedures,
  3. To take all kinds of movable and immovable property, money, rights, stocks and bills receivable and similar valuable documents, tenancy, residence, or incorporeal rights of property in possession or to possess a part or whole of an asset by means of donation, wills or other death related dispositions, or by means of purchase or hire and to accept the alienations necessary to register the assets to the ownership of the Foundation and to do all types of private and official jobs,
  4. to decide regarding how and when to use the assets of the foundation and, for this reason, to sell and rent the movable and immovable properties within the framework of the related legislation in order to make saving from  the properties of the Foundation, to collect and spent their incomes and to submit necessary motions in the land registry office in order to achieve the purpose of the Foundation,
  5. To determine the appointment of the General Manager of the Foundation and other personnel to be employed in the foundation works as well as their duties and authorizations, responsibilities, and the salaries to be paid to them, to finish their relations with the Foundation in cases seen necessary (the duty, authorizations and responsibilities of such personnel are specified by an instruction to be prepared by the Board of Directors).
  6. To prepare the budget balance sheets , profit and loss account statements and activity reports of the foundation,
  7. To keep the book of accounting, fixtures, real estate in accordance with its procedure,
  8. To give account to Founders’ Committee,
  9. To prepare the amendments to be made in the Foundation Voucher and to present these to the Founders’ Committee,
  10. To fulfill the possible ones of the resolutions and wishes of the Founders' Committee,
  11. To propose the membership for those considered necessary among those who have helped to the Foundation materially or spiritually (medals and certificates also may be given to people such as these),
  12. To prepare and implement the necessary instructions and regulations for the facilities that the Foundation will establish, and put them into force,
  13. To examine the applications made for Foundation membership and present all of them to the Founders’ Committee.


PROXY APPOINTMENT
Article 16: The Board of Directors, if necessary, may appoint one or a few of its members or persons from outside as representative or proxy to do one or more jobs of the Foundation and to receive the conditional or unconditional donations to be made to the Foundation.

SUPERVISORY BOARD
Article 17: The Supervisory Board is an organ established in order to audit the activities and accounts of the Foundation on behalf of the Founders' Committee. The Supervisory Board consists of three persons to be elected from within the Founders' Committee, also two substitute auditors are elected. The auditor or its substitute, whose periods has expired, can be elected again. In case the auditors resign their jobs, substitute auditors are appointed to their places. The Supervisory Board examines and audits all documents, books, accounts and documents of the Foundation.The report to be issued as of the date of the Account Period is submitted to  the Board of Directors within fifteen days the latest before the meeting of the Founders’ Committee in order to be sent to the members of the Founders’ Committee.

GENERAL DIRECTORATE OF FOUNDATION
Article 18: One of the foundation’s organs is the General Directorate of the Foundation. General Director of the Foundation is appointed by the Board of Directors from among the members of the Board of Directors or from outside. The General Manager implements the decisions made by the Board of Directors and conducts other jobs assigned by the Board of Directors.

THE PLACES FOR ALLOCATION AND SPENDING OF THE FOUNDATION’S INCOME
Article 19: 20% of the gross income obtained within the year shall be allocated and spent for the expenses of the administration and capital reserves expenditures and the investments, which may increase the assets of the Foundation, and the remaining 80% shall be allocated and spent for foundation purposes by the management of the Foundation.

REMUNERATION FOR THE SERVICES PROVIDED TO THE FOUNDATION
Article 20: The services to be fulfilled by those, who are elected for the Founders' Committee, the Board of Directors and the Supervisory Board, shall be honorary (unsalaried). However, the travel and accommodation expenses, which they will make for the Foundation, will be covered by the Foundation. In case the members of Founders' Committee, Board of Directors and Supervisory Board are assigned to a special or a permanent work at the Foundation and its subsidiaries apart from their membership of the Board of Directors, a fee may be paid to them in return for such services.

ACCOUNTING PERIOD
Article 21: The accounting period of the foundation is a calendar year.

AMENDMENT TO BE MADE TO THE FOUNDATION VOUCHER
Article 22: The amendments to be made to the Foundation Voucher shall be made with the proposal of at least one out of five (1/5) of the members of the Board of Directors or of Founders' Committee and with the approval of at least two out of three (2/3) of the total number of the members of the Founders' Committee.

TERMINATION OF THE FOUNDATION
Article 23: The termination of the Foundation is possible only with the written proposal of at least one more than half of the total number of members of the Board of Directors or Founders' Committee and with the approval of two out of three of the total number of members of the Founders' Committee. In the case of its termination, the assets of the Foundation are transferred to another foundation or an official organization working for the same purpose.

FOUNDERS OF THE FOUNDATION
Article 24: The names and addresses of the Founders of the Foundation are listed below by their surnames:

REAL 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 BAYER
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. HATİCA 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 24: The names and addresses of the Founders of the Foundation are listed below by their surnames:

Provisional Article 1: The Initial Temporary Board of Directors of the Foundation consists of the persons, whose names are written below.

1. LÜTFİYE EROĞLU
2. MELİH FERELİ
3. FÜSUN KAVRAKOĞLU
4. TİJEN KAYRALCI
5. FARUK PEKİN
6. UŞUN TÜKEL
7. HATİCE CANAN PAK TÜMAY

SUBSTITUTE MEMBERS
1. FAHRİ ARAL
2. AYŞE YEŞİM DOĞAN
3. KEVSER AYNUR KOÇ

Provisional Article 2: The Initial Temporary Supervisory Board of the Foundation consists of the persons, whose names are written below.

OFFICIAL MEMBERS
1. İSMAİL HAKKI BALİÇ
2. AYŞE HALE KIRATLIGİL
3. İZZET ŞENER YUNUSOGLU         

SUBSTITUTE MEMBERS
1. İSMAİL HALUK SİPAHİOĞLU
2. MUSTAFA SEMİH SİRMEN

Provisional Board of Directors is obliged to call the Founders' Committee for the meeting within three months at the latest from the date of registration of the Foundation and it is subject to the duties and authorities specified in the Voucher within this period.

Provisional Article 3: AYŞE HALE KIRATLIGİL, who is registered with register No. 6559, from Istanbul Bar Association lawyers has been authorized to perform all kinds of transactions necessary for the registration of this Foundation.

Provisional Article 4: The candidates, who have the right to become a member within one year following the establishment of Foundation and requested to participate in the Founders' Committee and donate at least one Republic  gold (coin), shall have the rights of the Founders' Committee at the time of establishment moment if the Board of Directors of the Foundation accepts their membership request.

I gave this written statement to him to read. He read this, he said that his true claims were written in full herein, and then the relevant person and I put our signatures under the written statement and I sealed it.

Fourteenth Day of November of TwoThousandandOne. 14/11/2001 the relevant person…: Acting as principal for her own name and acting as representative of the Founders: Adv. AYŞE HALE KIRATLIGİL