SUFFA FOUNDATION BOARD

SUFFA FOUNDATION BOARD

Article 1 – Name of the Foundation: SUFFA FOUNDATION

Article 2 – Headquarters of the Foundation: Istanbul

Address: Kalenderhane Neighborhood Şehzadebaşı Street Şehzade Mehmed Madrasa (Sehzadebaşı Mosque Courtyard) No:44 Fatih/İSTANBUL

Within the framework of the relevant legislation, the Foundation may open branches and representative offices domestically or internationally, establish a parent organization, become a member of superior organizations, engage in international activities and cooperations, cooperate with and become a member of organizations established abroad, within the framework of the relevant legislation, in order to be utilized in the realization of the objectives of the Foundation.

Article 3 Purpose of the Foundation: Its general purpose is to serve students at all levels of education and to prepare all kinds of opportunities for them to be equipped with cultural and spirited values.

Article 4 For the realization of the Foundation’s objectives:

I- The Foundation is on its way to realizing its purpose:

A) It provides financial and personal aid assistance to students at all levels of education, and gives scholarships accordingly

B) Provides social facilities such as dormitories, residences, reading halls.

C) Opens and administers foreign language, university preparatory, arts and vocational courses. It carries out seminars, conferences and similar scientific and academic activities.

D) With the permission of the laws, it can open and operate educational and training institutions at all levels (kindergarten, primary school, high school, college, higher education, and university).

E) It buys, prints and distributes the works and copyrights of the authors that are suitable for the purpose of the foundation. In addition, it establishes a website to serve the purpose of the foundation, prints and publishes newspapers, magazines and books in personal and in online environments. Organizes and directs programs on radio and television.

F) May receive donations and aids in formats including cash and personal aid from individuals, institutions and organizations in the country and abroad, and may make donations and aids in perosnal aid and in cash to foundations and associations with similar purposes in the country and abroad.

G) In general, it works to raise awareness of the people in national and spiritual fields. It undertakes the construction and repair of mosques, Qur’an courses and similar charitable institutions.

H) It engages in all other activities that do not contradict the Foundation’s purpose and legislation.

i) At least 10% of the capacity in the training facilities to be established is allocated to talented students but deprived of financial means, at least 10% of the services and bed capacity in health facilities are allocated to patients with limited financial means.

II- For the realization of the Foundation’s purposes:

A) It arranges transactions such as buying, selling, mortgage, leasing and leasing of all kinds of movable and real estate in order to generate income. It receives the right of use and usufruct from the owners. It benefits from the incomes of all of them conditionally or unconditionally. (assignment of real estate is subject to permission)

B) It establishes economic institutions, commercial enterprises and companies in every field, opens workplaces, becomes a partner in established companies and institutions.

Article 5 – Assets of the Foundation:

The first asset of the foundation in its establishment is 100,000,000.-TL allocated by the founders at the end of this deed.

Article 6 – Incomes of the Foundation:

A) All kinds of income from movable and immovable property allocated to the Foundation.

B) All kinds of donations from personal to cash for the foundation and all their incomes.

C) Revenues of all kinds of stocks, bonds, usufruct shares and the like purchased for the purpose of profiting the foundation’s property.

D) It is the income obtained from the establishments established to realize the purpose of the foundation.

Article 7 – Consumption of foundation revenues

A) After the foundation administration allocates 20% of its revenues during the year to maintenance expenses and to investments that will increase the foundation’s assets, it spends the remaining 80% for the realization of the foundation’s purpose.

B) After the legal and compulsory expenses are deducted from the foundation revenues, the expenditure of the remaining revenues is made with the instruction and budget to be prepared by the executive committee.

Article 8 – Organs of the Foundation:

The structure of the foundation are as follows:

A) Board of Trustees,

B) It is the executive committee.

Article 9 – Board of Trustees

The Board of Trustees is the first 11 (eleven) people in the list of foundation founders.

Article 10 – Duties and authorities of the board of trustees:

A) The Board of Trustees convenes routinely twice a year, and extraordinarily at the request of the executive committee. It holds one of its usual meetings in December every year. During this meeting, the time and place of the next regular meeting are determined and this meeting is held without the need for an additional invitation.

B) The meeting quorum of the board of trustees is 7 (seven). Decisions are taken by the majority present.

C) It elects the executive committee to serve for two years.

D) Negotiates and concludes the reports and opinions of the executive committee. In this way, it makes a decision.

E) It examines, approves, changes and renews all kinds of instructions and programs with the work of the Foundation.

F) It stops the decision taken by the executive committee and the actions taken.

G) Negotiates, accepts and approves the budget of the Foundation.

H) It approves and accepts final accounts and balance sheets, and decides on the release or liability of the related parties.

i) The executive committee determines the fee it deems necessary for its members.

K) The Board of Trustees, if necessary, has the right to change, change, renew and make any changes in the number, duties, titles and powers of the principal or alternate members of the executive committee.

L) A member of the board of trustees who does not attend the board of trustees meetings without an excuse for two years is subjected to removal by the decision of the majority of those present at the board of trustees meeting.

Article 11– Executive committee:

The executive committee consists of three principal and two alternate members to be elected by the board of trustees from among its own members or externally, by secret or open ballot. At its first meeting, this committee elects a chairman, a secretary, and an accountant-treasurer among its members. The executive committee member to be elected externally cannot be more than two, nor can it be the chairman. The executive committee is elected for two years. If the number of principal and alternate members of the executive committee falls below three before the end of two years, the board of trustees convenes an extraordinary meeting and elects new members to replace the vacated members. In this case, the elected members perform their duties until the term of the elected member is completed. Re-election of executive committee members is permissible. The executive committee meets at least once a month. Meeting and decision quorum is the majority of the main members. If the executive committee meets with two people and does not take a decision unanimously, in the next meeting, this decision is made by negotiation with the participation of all its members. A member who does not attend the meetings three times in a row or a total of 6 (six) times a year, without an excuse, is automatically removed.

Decisions taken at the meetings are recorded in the decision book and signed by those present at the meeting.

Article 12 – Duties and authorities of the executive committee:

A) To take all kinds of decisions and carry out activities necessary for the realization of the foundation’s purpose.

B) To prepare the budget draft of the foundation, to make expenditures within the budget approved by the board of trustees, and to authorize the relevant persons to spend.

C) To prepare programs and instructions regarding the activities of the Foundation, to submit them to the approval of the board of trustees.

D) To establish general directorates, directorates, branches, committees and commissions that the Foundation deems necessary in order to realize its purpose, and to appoint and dismiss sufficient officials and to determine their wages.

E) To present the budget, activity and account report to the Board of Trustees at the end of each year.

F) To call the board of trustees for a meeting when necessary.

G) Upkeeping the necessary book-keeping and files.

H) To open offices, study centers and branches outside of the foundation’s headquarters where it deems necessary.

i) The foundation may make all kinds of dispositions on real estate within the authority of the board of trustees.

For the purpose of the Foundation, to exchange and rent real estate, to acquire and exchange the movable and real estate related to the donations mentioned in the sixth article, to make loans, to accept and terminate mortgages for and against, to establish other rights, to buy and if necessary. to renounce and sell, to accept and renounce, to represent the foundation before real and legal persons, in official offices, banks, and to appoint a proxy or representative to use some of their own powers.

Article 13 – Duties of the members of the executive committee:

A) Chairman: Chairman. It represents the foundation in the 12th article circle. He chairs the executive committee. The executive committee and the board of trustees execute their decisions.

B) Secretary: The secretary manages all correspondence of the foundation. It prepares the agenda of the executive committee and the board of trustees meeting, and ensures the regular operation of the foundation organization.

C) Accountant-Treasurer: Carries out the accounting-related works, is responsible for the payment of budget expenditures and the preservation of valuable papers.

Article 14 – Representation and signature authority of the Foundation:

A) One of the members of the executive committee or the appointed manager or official in administrative affairs and correspondence;

B) In the dispositional transactions, in accordance with the decision of the executive committee, it is represented and bound by the signatures of two members of the executive committee.

Article 15 – In return for the services to be performed in the Foundation:

The services to be performed by the board of trustees and the executive board are in principle honorary. The expenses of their travels as part of their duties are undertaken by the foundation. The Board of Trustees may grant an appropriate attendance fee to the members of the executive committee, according to the current market, by determining the duration. In addition, this membership from the members of the board of trustees and the executive board may pay a fee other than the attendance fee to the members who actually work in foundation works other than this duty. The amount is determined by the board of trustees each year. However, these people who are receipients of said fee cannot vote to decide on this issue. Sufficient staff can be employed in every work done for the foundation to achieve its purpose. The executive committee determines their wages according to the current rate. However, its total cannot exceed the personnel expenses determined by the board of trustees.

If there are public officials among the members of the foundation’s trustee and executive committee, attendance fee will not be paid to these persons in accordance with the provisions of the Law No. 5072 on the Relationship of Associations and Foundations with Public Institutions and Organizations.

Article 16 – Making changes in the foundation deed is possible with the 2/3 majority of the board of trustees.

Article 17 – Successors of the members of the Board of Trustees:

A) In the event that the members of the board of trustees passes away sor withdraws from the board of trustees for any reason within one month following the registration and establishment of the foundation, the names of the three candidates who will remain in their place are given to the chairman of the executive committee by putting them in a sealed envelope. The board of trustees elects one of these candidates to become a member of the board of trustees by secret or open votes with the absolute majority of the total number of members at its first meeting following the death or withdrawal. If the member of the board of trustees does not show a candidate or if one of the candidates cannot be elected in the third round of voting, another person to be offered and accepted is selected by the absolute majority of the board of trustees. The newly elected member of the board of trustees also presents his successors in a sealed envelope to the chairman of the executive committee within one month following the election.

B) If the number of the members of the Board of Trustees falls below five for any reason, without their replacements being elected according to the provisions of the above paragraph, all the candidates submitted by the vacated members are called to the meeting. With their participation in the meeting, the number of members of the Board of Trustees shall be increased to 11.

Article 18 – Dissolution of the Foundation:

In case of dissolution of the foundation for any reason, the board of trustees decides where it will be transferred. In the event that it does not exist legally and its establishment becomes impossible, all its material assets remain with the Diyanet FOUNDATION.

Article 19 – Real estates of the Foundation:

A) Those allocated directly to the realization of the foundation’s purpose, and;

B) It consists of two parts, those allocated to bring the necessary will for the foundation’s maintenance, operation and achievement of its purpose.

It is permissible to sell, demolish, and build new immovables in order to purchase one or more immovables that can be changed, altered and exchanged to make the immovable properties of the foundation more useful, more suitable and generating better income. In such circumstances, it is acted in accordance with the provisions of the current laws. In this regard, the board of trustees takes a 2/3 majority decision.

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