FOUNDATION
Article 1:Foundation’s name is Canan Bayraktar Public Health Foundation. In this official deed it will be referred to as only the Foundation.
CENTER OF THE FOUNDATION
Article 2:The headquarters of the Foundation is Ortamahalle Gazi Captain Ömer Bulu Caddesi Canayakın Sitesi A Blok No: 9 Kat: 2 34040 Bayrampaşa / Istanbul. The Board of Directors of the Foundation may move the headquarters of the Foundation to a new address provided that the General Directorate of Foundations is informed. Within the framework of the relevant legislation, branches and representative offices may be opened in Türkiye or abroad with the decision of the Foundation's Board of Directors.
PURPOSE OF THE FOUNDATION
Article 3:The purpose of the Foundation is to conduct studies on genetics, Immunology, Oncology, Psychology, Psychiatry and rare diseases, to investigate the emergence processes of diseases, to provide innovative research and services in the fields of diagnosis and treatment, to conduct research to understand general human behavior, clinical and social problems related to psychology and psychiatry, to develop practices that will strengthen health at the individual and public level, to develop effective treatment methods and to develop psychosocial intervention and improvement methods by collaborating with other scientific research centers working in this field.
ACTIVITIES OF THE FOUNDATION
Article 4:a. To develop projects to meet all kinds of needs of oncology patients, to establish health facilities and institutions, transplantation centers, research centers and laboratories, institutes, vocational colleges, universities and higher education centers, to make all kinds of material and moral cooperation with other institutions and organizations operating in line with the objectives of the Foundation,to conduct scientific, economic, social and cultural research in cooperation with public and private institutions and organizations in order to research cancer diseases and to find new treatment methods.
b. To establish facilities for the production of all kinds of medical devices, medicines and materials used in oncology patients and to support activities in accordance with the purpose of the foundation through study groups or partnerships with persons or organizations engaged in such production.
c. To conduct the necessary scientific research to understand and identify the processes that are involved in the emergence and persistence of difficulties that are of clinical interest in psychiatric and psychological terms to create comprehensive databases on these processes, to develop innovative and effective treatment methods and to carry out studies for the implementation of these methods.
d. To conduct research for better understanding human behavior at the individual, family, group, institution and society levels in line with scientific principles and to improve behavior in these areas and to establish centers to carry out these researches.
e. To establish application and research centers, vocational colleges, universities and higher education centers and institutes to develop new philosophical, theoretical and practical approaches in the field of psychology and psychiatry sciences and to research new and alternative methods and treatment methods, to support the research activities of students and researchers at universities and other educational institutions both in Turkey and abroad in order to complete their basic and advanced education in these centers or for these purposes
f. To carry out studies for the recruitment of qualified teaching stuff and scientists from Türkiye and abroad and to provide all the necessary support.
g. To carry out all kinds of activities that will contribute to the purpose of the Foundation; to organize panels, seminars, fairs, workshops, conferences, congresses, interviews, competitions; to make visual, digital and written publications.
h. To obtain grants and/or loans from national and/or international institutions and organizations for projects that will contribute to the purpose of the Foundation, to organize grant programs in kind and/or in cash to relevant domestic and/or foreign institutions and organizations.
i. To carry out joint projects and partnerships with international individuals and institutions at home and abroad in line with the objectives of the Foundation.
j. To establish structures that will provide services for the treatment of individuals with severe psychiatric disorders in the public to establish special clinics, hospitals, nursing homes, rehabilitation centers for individuals who are incurable or in need of special care, and to provide treatment through these centers to be established.
k. Establishing nursing homes to provide care for the elderly and people in need of daily care who have no one else and to meet their needs.
l. To raise awareness about people with psychiatric disorders in the society and to carry out social activities to reduce stigmatizing attitudes towards these people
m. The activities of the Foundation will cover the whole of Turkey.
THE WORK AND OPERATIONS THAT THE FOUNDATION MAY PERFORM IN ORDER TO REALISE ITS PURPOSE
Article 5:a. Establishing hospitals, clinics and nursing homes, opening and operating training, application and research centres, or cooperating with universities and educational institutions for these purposes, establishing and operating accommodation, hostels, dormitories and other social facilities to meet the social needs of students studying in these schools and educational and training institutions, in line with the purposes of the Foundation
b.Identifying people in whose needs match the scope of the foundation, carrying out treatment plans for those people through rehabilitation/recreation/training facilities, orphanages and nursing homes that the foundation owns or that is a partner of.
c. To own and use movable and immovable properties by donation, bequest, purchase and lease in order to achieve the foundation's purpose, to sell, transfer and assign its assets in accordance with the provisions of the law on foundations, to receive and spend its revenues, to use one or more immovable properties or revenues included in the foundation's assets in one or more investments.
d.To manage and dispose of the movable and immovable properties and money acquired through donations, bequests, purchases and other means provided that they do not contradict the purpose and service subjects of the foundation, to purchase securities and to evaluate and sell them in line with the purpose of the Foundation.
e.To accept and manage funds established or to be established for scientific, technological, development, cultural and social aid purposes, to cooperate with foundations, natural persons and legal entities engaged in activities similar to the objectives of the Foundation, to receive assistance from public institutions and organisations or other natural persons and legal entities, and to make agreements to provide such assistance.
f.Accepting real rights other than ownership of immovable property such as easement, usufruct, residence, construction, pledge, mortgage, using these rights, taking all kinds of guarantees including pledge and mortgage of movable and immovable property for the contracts to be established with the revenues that are or will be, term, To open demand, foreign currency, gold deposit bank accounts, to accept valid bank sureties, to issue and use bank account/credit cards, to borrow money, to grant sureties, pledges, mortgages and other guarantees when necessary to realise the purpose and service subjects of the Foundation.
g.To generate income from the projects and all kinds of activities carried out and to be carried out in accordance with the purpose and service subjects of the Foundation and to establish economic enterprises and companies that will operate according to ordinary business principles in order to provide income to the Foundation, to participate in the established ones, to operate them directly or to have them operated by an operator under its supervision, To make investments in order to create continuous sources of income, to engage in economic ventures, to establish enterprises and partnerships, to manage the enterprises it has established and participated in alone or in partnerships, to enter into ventures, savings, property acquisition, construction and similar contracts deemed useful and necessary for the realisation of one or all of the foundation's purpose and service subjects.
The Foundation is authorised and permitted to achieve its purpose as stated in Article 48 of the Turkish Civil Code. The Foundation cannot use this authority and income for purposes prohibited by the Turkish Civil Code.
Assets of the Foundation on Its Establishment
Article 6: The foundation's founding asset is 1,000,000-TL (ONE MILLION TURKISH LIRA) allocated to the foundation by the founders.
The foundation assets may be increased by additions to the assets following the establishment of the foundation.
All of the income of the foundation, except for the management and maintenance expenses limited in Article 37 of the Regulation on Foundations Established in accordance with the Provisions of the Turkish Civil Code and the amounts to be allocated for the investments which will increase the income of the foundation, shall be allocated or spent for the purposes of the foundation. At least two-thirds of the foundation's annual gross revenues are used for the purposes of the foundation.
ORGANS OF THE FOUNDATION:
Article 7:The organs of the foundation are shown below.
a. Board of Trustees
b. Board of Directors
c. Board of Supervisors
d. Advisory Board
The Board of Trustees
Article 8:The Board of Trustees of the Foundation shall consist of the following persons whose signatures appear under this foundation deed;
• Canan BAYRAKTAR
• Selçuk BAYRAKTAR
• Kaasım Fatih YAVUZ
• Abdullah DEMİRHAN
• Osman GÜNEŞ
• Mehmet Fatih KACIR
In the event of a decrease in the total number of the trustees for any reason, the board may nominate a new trustee by a 1/3 vote, and appoint the new trustee by a 2/3 vote.
An unlimited number of members can be added to the board of trustees with the proposal of 1/3 of the number of members of the board of trustees and the approval of 2/3 of the number of members. Members of the board of trustees may resign from the board of trustees if deem necessary.
DUTIES AND POWERS OF THE BOARD OF TRUSTEES
Article 9:The board of trustees is the highest decision-making body of the foundation. The powers of the board of trustees are shown below:
a. To elect the board of directors,
b. To elect the supervisory board,
c. Adding or removing members to the advisory board,
d. To discuss and examine the annual report prepared by the Board of Directors of the Foundation and the reports of the Board of Auditors, and to decide on the acquittal of the Board of Directors,
e. To adopt the draft internal regulations of the Foundation to be prepared by the Board of Directors as they are or with amendments,
f. To adopt the draft annual budget to be prepared by the Board of Directors, either as is or with amendments,
g. To decide on the purchase of real estate for the Foundation and the sale of real estate belonging to the Foundation,
h. To determine whether the members of the board of directors and audit board (other than public officials) shall be entitled to honorarium, and if so, to determine the amount of honorarium.
i. To make additions and amendments to the foundation deed when necessary,
j. To determine general policies regarding the activities of the Foundation.
DATE AND QUORUM OF THE MEETING OF THE BOARD OF TRUSTEES
Article 10: The first meeting of the board of trustees shall be held within one month following the registration of the foundation.
The board of trustees of the foundation shall hold its ordinary meeting within the first four months of each year upon the call of the board of directors.
At the meetings of the board of trustees, firstly, the member who will chair the council and carry the title of Chairman of the Board of Trustees until the next meeting of the board of trustees is elected among the members of the board of trustees with the vote of the majority of those attending the meeting. The chairman of the council manages the meeting.
The Board of Trustees may also convene extraordinarily if required by the Board of Directors or if at least one third (1/3) of the members of the Board of Trustees request the Board of Directors in writing. In ordinary and extraordinary meetings, issues not included in the announced agenda cannot be discussed. However, immediately after the formation of the council in the ordinary meeting, with the written proposal of at least one tenth of those present, it is possible to add items to the agenda, except for the amendment of the deed and the issues that will impose obligations and responsibilities on the foundation organs and the foundation. The date, place, time and agenda of the meeting shall be notified at least 7 (seven) days prior to the date of the meeting by signature or by e-mail or registered letter to the e-mail address to be notified by the members themselves.
The Board of Trustees convenes with more than half of the total number of members. If the quorum is not met, the meeting shall be held one week later on the same day and time at the same place. In this second meeting, the meeting quorum cannot be less than one third (1/3) of the total number of members.
The decision quorum of the Board of Trustees is more than half of the participants of the meeting. In case of equality of votes, the vote of the chairman of the board of trustees shall be counted as two votes. The manner of voting shall be decided separately. Each member has one vote. A member who cannot attend the meeting may appoint another member of the board of trustees as his/her proxy with a signed power of attorney. More than one proxy cannot be collected from one person.
The decision quorum for amendments, corrections or additions to be made to the foundation deed is two thirds of the total number of members.
BOARD OF DIRECTORS
Article 11:The board of directors of the Foundation consists of 3 full and 1 substitute members to be elected by the board of trustees for two years. At least one of the board members must be a member of the board of trustees. It is possible to elect board members from outside the board of trustees. At the first meeting of the board of directors, the chairman, vice-chairman and accountant members are elected and the division of duties is made. If a member of the board of directors terminates his/her term of office for any reason before the end of his/her term of office, one of the substitute members shall be called to duty in order. The board of directors meets at least once a month. A member of the board of directors who fails to attend 3 consecutive meetings without an excuse deemed valid by the board of directors shall be deemed to have withdrawn from his/her duty.
The meeting quorum is 3 members and decisions are taken with the majority vote of the present members. In case of equal votes, the chairman's vote is counted as two votes. The decisions taken are written in the notarised decision book and signed.
Other provisions regarding the formation and operation of the Board of Directors are determined in the Implementation Regulation of the Foundation's Official Deed.
DUTIES, POWERS AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS
Article 12:The board of directors is the administrative and executive body of the foundation.
In this capacity, the board of directors:
a. Makes and implements all kinds of decisions in line with the purpose of the Foundation.
b. Ensures that the activities of the foundation are carried out regularly and efficiently in the light of the general policies determined by the board of trustees. In this context, it prepares the necessary internal legislation drafts and submits them to the approval of the board of trustees.
c. Carries out the necessary work for the evaluation of the assets of the foundation and the purchases of new real estates or the acquisition of new financial resources.
d. On behalf of the legal entity of the Foundation, it makes the necessary initiatives and transactions with all natural and legal persons in legal, financial and other matters.
e. Appoints a manager to the foundation, may establish a foundation general secretariat or similar supportive bodies -provided that their duties, powers and responsibilities are clearly determined in advance and terminates their duties when necessary,
f. Determines the personnel to be employed in the foundation, appoints them, determines their salaries, and terminates their employment when necessary.
g. Within the framework of the provisions of the relevant legislation, it decides on the opening and closing of branches and representative offices in Türkiye and abroad, and takes the necessary actions in this regard.
h. Follows and controls the accounting affairs of the Foundation, ensures that the income-expenditure statement and balance sheets are prepared at the end of the accounting period and sent to the relevant administration body and announced
i. Implements the annual budget adopted by the Board of Trustees.
j. Carries out the preparatory procedures for the meetings of the Board of Trustees.
k. At the meetings of the Board of Trustees, submits the activity report of the Foundation for the period to the Board of Trustees.
l. Performs other duties required by the relevant legislation, the foundation deed and the internal legislation of the foundation.
REPRESENTATION OF THE FOUNDATION
Article 13:The board of directors represents the foundation. The board of directors may delegate this representation authority to the chairman or vice-chairman of the board of directors. The board of directors may also authorise one or more of its members, any one or more of its authorised officers and officials, its representative or representatives to conclude any contract, to issue and transfer any contract, legal document or deed on behalf and account of the foundation within the principles to be specified by the board of directors in general or in certain cases and matters.
BOARD OF SUPERVISORS
Article 14:The board of supervisors is a body established to audit the activities and accounts of the foundation on behalf of the board of trustees. The board of auditors consists of 3 persons to be elected by the board of trustees from within and by the board of trustees from outside for two years. In addition, 1 substitute member is elected. The substitute member is called to duty to replace the member who leaves for any reason
The board of supervisors shall carry out its examinations on all books, records, documents, and the report to be prepared for the relavant accounting period and submit 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.
The board of supervisors may call for an extraordinary general assembly meeting upon the decision to be taken by majority vote and necessity.
ADVISORY BOARD
Article 15:The Advisory Board is the board where consultations are held in order to make the activities of the Foundation more effective and efficient, and the results of the consultations are conveyed to the board of trustees and the board of directors as recommendations. Unless otherwise decided by the board of trustees, persons who are currently serving or have previously served the board of trustees or the board of directors of the Foundation are natural members of the advisory board. In addition, among the members of the foundation proposed by the board of directors, those deemed appropriate by the board of trustees may become members of the advisory board.
The Advisory Board convenes at least once a year upon the call from the Board of Directors.
ATTENDANCE HONORARIUM
Article 16:The Board of Trustees determines whether the members of the board of directors and audit board (other than public officials) shall be entitled to honorarium and if so, to determine the amount of honorarium
(In case there are public officials among the members, no attendance fee will be paid in accordance with paragraph (e) of Article 2 of the Law No. 5072 on the Relations of Associations and Foundations with Public Institutions and Organisations)
FOUNDATION MEMBERSHIP
Article 17:Persons who are deemed suitable to serve the purposes and activities of the Foundation and who apply to the board of directors by filling in the member acceptance form prepared by the board of directors and obtain the approval of at least 2 foundation members are accepted as members of the Foundation by the decision of the board of directors.
Members who act contrary to the purposes and activities of the Foundation and who have been prosecuted for a disgraceful offence according to the Turkish Penal Code, including a preliminary investigation, shall be removed from membership with the vote of 2/3 of the members of the board of directors without any justification.
REVENUES OF THE FOUNDATION
Article 18: The revenues of the Foundation is shown below.
a. All kinds of conditional and unconditional donations and aids in accordance with the purpose of the Foundation
b. Miscellaneous income from foundation activities
c. Income from enterprises, subsidiaries and partnerships
d. Revenues to be obtained from the valuation of the foundation's movable and immovable properties and other assets and rights
ALLOCATION AND EXPENDITURE OF FOUNDATION REVENUE
Article 19:At least two-thirds of the Foundation's annual gross revenues shall be allocated and spent for the purposes of the Foundation, and the remainder shall be allocated and spent for management and maintenance expenses, reserves and investments to increase the assets of the Foundation.
AMENDMENT OF THE OFFICIAL DEED
Article 20: Amendments to the foundation deed are made upon the written proposal of at least one fifth (1/5) of the members of the board of trustees or the board of directors, the approval of at least two thirds (2/3) of the total number of members of the board of trustees and a court decision.
TERMINATION OF THE FOUNDATION
Article 21:In case of termination of the Foundation for any reason, the property and rights remaining after the liquidation of debts are transferred to the Technology Team Foundation of Türkiye or to another charitable organisation deemed appropriate by the board of trustees.
The termination of the Foundation is only possible with the written proposal of at least one more than half of the total number of members of the board of trustees or the board of directors, and the approval of two-thirds (2/3) of the total number of members of the board of trustees and the decision to be given by the court.