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DALL·E 2024-01-09 22.25.51 - A compassionate woman extending her hand to help a poor child

Foundation Charter

The founding deed of our foundation is below.

Foundation Deed

ESTABLISHMENT - Article 1

The "VİCDAN VAKFI" has been established by the individual and legal entity founders listed in this foundation deed in accordance with the provisions of the Civil Code. Its short name is (VİCDAN). The term "FOUNDATION" is used for VİCDAN Vakfı in this deed.

FOUNDATION HEADQUARTERS - Article 2

The foundation's headquarters is located in the ÇANKAYA district of ANKARA Province, with the address being Ankara. The address of the Foundation can be changed by a decision of the Board of Directors. The board may also establish branches and representations within the country or abroad.

PURPOSE OF THE FOUNDATION - Article 3

The foundation aims to combat human rights violations and protect human rights, prioritizing individuals and groups who are marginalized, excluded, alienated, unable to make their voices heard, detained or imprisoned, and their relatives or similar situations. In line with this aim, it works to strengthen fundamental constitutional principles and institutions such as the rule of law and an independent judiciary that will prevent human rights violations. It seeks to reduce and completely prevent human rights violations and to mitigate the damage and destruction caused by these violations on individuals, communities, and society through similar activities.

The foundation also works in the field of social peace with activities aimed at combating marginalization and hatred, reducing social injustice and violence, and promoting social solidarity, unity, and fraternity. This includes fostering feelings of unity, integrity, and solidarity within society, as well as promoting full democracy and social peace.

Additionally, the foundation supports the construction of a shared and happy social future by assisting and protecting the disabled, women, and youth, promoting cultural development, supporting education and sports, protecting the environment, safeguarding and improving the health of individuals and society, and preventing all kinds of harmful addictions and behaviors through various activities.

The foundation maintains a humane perspective in all its activities, refrains from prejudgment, labeling or judging individuals based on their grievances, and aims to reveal, protect, and develop the most fundamental feeling that holds humanity together—conscience.

The foundation aims to work on both individual and societal levels to bring out the deepest objections of humanity—conscience—even if it is like digging a well with a needle, by overcoming superficial identities.

FOUNDATION ACTIVITIES - Article 4

To achieve the objectives listed in Article 3, the foundation conducts all necessary activities within or outside the country:

  • Collaborates with, supports, and receives support from institutions and organizations with similar purposes.

  • Establishes and operates formal educational institutions such as preschools, primary and secondary schools, and universities, or supports existing ones, as well as informal educational institutions like courses, seminars, and training centers.

  • Organizes panels, sessions, workshops, round table meetings, symposiums, and similar events.

  • Conducts activities to foster empathy among disadvantaged and marginalized groups.

  • Promotes understanding and empathy beyond identities among different groups that have difficulty coming together.

  • Carries out communication efforts to foster societal conscience in response to any news, information, event, or image that creates conscience discomfort in national or international media.

  • Conducts or commissions scientific studies and research, or supports those who do.

  • Organizes artistic activities such as concerts, performances, theaters, and cinema, forms or supports art communities, and establishes or supports cultural and art centers.

  • Organizes camps, carries out afforestation and food banking activities.

  • Organizes competitions, provides project support, and awards prizes.

  • Undertakes all necessary activities to protect society, especially youth, from all kinds of drugs and other addictive behaviors.

  • Publishes periodical and non-periodical printed materials, produces or supports content for television and radio programs, and social media.

  • Provides all kinds of support to needy and successful students at all levels of formal and informal education, including scholarships.

  • Arranges visits and provides all kinds of material and moral support to citizens living in nursing homes, orphanages, and other marginalized individuals and groups in society, and takes them under protection.

  • Ensures that people in need in society receive healthcare services, collaborates with national and international healthcare institutions, and establishes nursing homes, shelters, nurseries, health and rehabilitation centers, and hospitals.

  • Conducts all kinds of activities to strengthen the education, mental, social, and economic well-being of those under supervision or in prisons, and their relatives.

  • Highlights and proposes solutions for the problems of disadvantaged groups such as incarcerated mothers, disabled individuals, children, and sick prisoners in the context of human rights.

  • Develops policies and presents them to policymakers.

  • Provides facilities and allocations for those who want to slaughter sacrificial animals, and organizes sacrificial slaughters both domestically and internationally.

  • Organizes to facilitate the delivery of alms, zakat, atonement, food aid, and other donations to those in need.

  • Raises funds and material support for the foundation's activities and projects, and conducts all necessary communication activities and campaigns to achieve this.

  • Makes investments to enhance the foundation's financial resources.

  • Communicates and works with well-known individuals, institutions, and organizations in Turkey and the world to garner their conscientious support for social conscience-wounding problems and concrete events, and forms collaborations to raise awareness and spread the concept of conscience.

  • Forms public opinion in line with its objectives.

  • Forms and conducts social responsibility projects in cooperation with private or public domestic or foreign institutions and organizations.

  • Provides institutional support to local or foreign institutions and organizations that want to develop their institutional capacity in line with the foundation's objectives.

  • Conducts other necessary activities in line with the foundation's objectives.

TRANSACTIONS TO ACHIEVE THE FOUNDATION'S OBJECTIVES - Article 5

To achieve its objectives, the foundation is authorized to:

  • Acquire and use movable and immovable properties without limitation in amount or value through donations, wills, purchases, and leases, and use them in accordance with the provisions of the laws related to foundations.

  • Sell, transfer, and relinquish the properties it owns, receive and spend their incomes, invest one or more immovable properties or their incomes into investments.

  • Manage and dispose of movable and immovable properties and funds obtained through donations, wills, purchases, and other means, and evaluate and sell securities in line with the foundation's objectives and service subjects.

  • Cooperate with domestic and foreign foundations, associations, and other individuals and legal entities conducting similar activities, and receive assistance from and make agreements with them.

  • Accept all kinds of guarantees, including pledges and mortgages of movable and immovable properties, and valid bank guarantees, and take necessary actions for their use.

  • Obtain loans when necessary and provide guarantees such as surety, pledges, and mortgages in line with the foundation's objectives and services.

  • Generate income from projects and activities and establish economic enterprises and partnerships that will operate according to ordinary business principles, and participate in or directly operate existing ones or have them operated under its supervision.

  • Engage in beneficial and necessary initiatives, savings, property acquisitions, constructions, and similar contracts for the realization of one or all of the foundation's objectives and service subjects as permitted and authorized by Article 48 of the Turkish Civil Code.

The foundation cannot use its authority and income for purposes prohibited by the Turkish Civil Code.

FOUNDATION ASSETS - Article 6

The foundation's initial assets consist of 120,000 Turkish Liras allocated by the founders to the foundation. The initial assets can be increased by subsequent additions to the foundation's assets.

FOUNDATION ORGANS - Article 7

The mandatory organs of the foundation are listed below. The Board of Trustees may establish other committees and organs as needed to support the foundation's activities:

  • Board of Trustees

  • Board of Directors

  • Supervisory Board

BOARD OF TRUSTEES - Article 8

The foundation's Board of Trustees consists of the individuals listed in the attached list and whose signatures appear under this foundation deed. Real or legal persons proposed by at least three members of the Board of Trustees and accepted by at least two-thirds of the Board can become members of the Board of Trustees, thereby increasing its membership.

DUTIES AND POWERS OF THE BOARD OF TRUSTEES - Article 9

The Board of Trustees is the highest decision-making body of the foundation. Its duties include:

  • Electing the Board of Directors

  • Electing new members to the Board of Trustees

  • Reviewing and discussing the activity report prepared by the Board of Directors and the report to be prepared by the audit institution, and making decisions on the acquittal of the Board of Directors

  • Accepting internal regulations prepared by the Board of Directors with or without changes

  • Accepting the annual budget drafts prepared by the Board of Directors with or without changes

  • Making additions and changes to the foundation deed when necessary

  • Determining the general strategy related to the foundation's objectives

MEETING TIME AND QUORUM OF THE BOARD OF TRUSTEES - Article 10

The first meeting of the Board of Trustees is held within one month following the foundation's registration. The Board meets annually by the end of May at the latest. The Board of Trustees may also hold extraordinary meetings if requested in writing by at least one-third of the Board of Directors or the Board of Trustees members. The date, place, time, and agenda of the meeting are notified by email at least seven (7) days before the meeting date. The Board of Trustees meets with more than half of the total number of members. If the quorum is not met, the meeting is held at the same place, time, and day the following week. The quorum for the second meeting cannot be less than one-third (1/3) of the total number of members. The decision quorum of the Board of Trustees is the majority of those attending the meeting. In case of a tie, the vote of the chairperson counts as two votes. The manner of voting is determined by a separate decision. Each member has one vote. A member unable to attend the meeting can appoint another member of the Board of Trustees as a proxy. For amendments, corrections, or additions to the foundation deed, the decision quorum is two-thirds of the total number of members.

BOARD OF DIRECTORS - Article 11

The Board of Directors consists of 5 principal and 5 substitute members elected for two years by the Board of Trustees. The majority of the principal members must be members of the Board of Trustees. Members outside the foundation can be elected as long as they do not constitute a majority. At its first meeting, the Board elects a chairperson, a vice-chairperson, and a treasurer and divides responsibilities accordingly. The Board meets at least once a month. A member who misses 4 consecutive meetings without a valid excuse is considered to have resigned. The quorum for meetings is the absolute majority of the total number of members, and decisions are made by the absolute majority of those present. In case of a tie, the vote of the chairperson counts as two votes. Decisions are recorded and signed in a notarized decision book.

DUTIES, POWERS, AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS - Article 12

The Board of Directors is the administrative and executive organ of the foundation. In this capacity, the Board:

  • Takes and implements all decisions in line with the foundation's objectives.

  • Ensures the orderly and efficient conduct of foundation activities in light of the general policies determined by the Board of Trustees. Prepares necessary internal regulations and submits them for approval.

  • Conducts necessary work for the evaluation of the foundation's assets and the acquisition of new financial resources.

  • Undertakes necessary legal, financial, and other actions and initiatives on behalf of the foundation's legal entity.

  • Appoints a director with clearly defined duties, powers, and responsibilities, establishes auxiliary units such as a general directorate, and dismisses them if necessary.

  • Determines, appoints, and sets the salaries of the personnel to be employed at the foundation, and dismisses them if necessary.

  • Decides on the opening and closing of branches and representations in the country and abroad in accordance with relevant legislation and takes necessary actions.

  • Follows and controls the foundation's accounting affairs, ensures the preparation and submission of income-expenditure statements and balance sheets to the relevant authorities at the end of the fiscal period.

  • Implements the annual budget accepted by the Board of Trustees.

  • Carries out preparatory work related to the Board of Trustees meetings.

  • Submits the activity report of the period to the Board of Trustees for acquittal.

  • Performs other duties required by relevant legislation, the foundation deed, and internal regulations.

SUPERVISORY BOARD - Article 13

The Supervisory Board is an organ established to audit the foundation's activities and accounts on behalf of the Board of Trustees. The Supervisory Board consists of 3 principal and 2 substitute members elected for two years by the Board of Trustees from among its members or from outside without forming a majority. Substitute members are called to duty in place of any principal members who leave for any reason. The Supervisory Board conducts its examinations on all books, records, and documents. The report to be prepared for the fiscal period is submitted to the Board of Directors at least 15 days before the Board of Trustees meeting for transmission to the Board of Trustees.

REPRESENTATION OF THE FOUNDATION - Article 14

The foundation is represented by the Board of Directors. The Board may delegate this representation authority to the chairperson and vice-chairperson. The Board may also authorize one or more of its members, any of its authorized officers, or representatives to conclude any contract, and to draw up and transfer any legal document or deed on behalf of the foundation within the principles it specifies.

IMPLEMENTATION REGULATIONS - Article 15

The provisions of the foundation deed and the laws, the provisions of the foundation deed are implemented in accordance with the "Foundation Deed Implementation Regulation" prepared by the Board of Directors and approved by the Board of Trustees at its first meeting after the foundation is established.

HONORARIUM - Article 16

The services of those serving in the organs of the foundation are honorary. However, expenses related to their duties with the foundation can be reimbursed. Additionally, it is possible to pay fees for services provided to the foundation based on expertise. No fees are paid to public officials.

FOUNDATION INCOME - Article 17

The foundation's income includes:

  • Any conditional, unconditional, or testamentary donations and aids from domestic or international sources in line with the foundation's objectives.

  • Various incomes to be obtained from foundation activities.

  • Income from economic enterprises, participations, and partnerships.

  • Income from the evaluation of the foundation's movable and immovable properties and other assets and rights.

  • Income from publishing and broadcasting activities.

  • Other incomes from various activities and campaigns organized to achieve the foundation's objectives.

  • Other incomes.

EXPENDITURE OF INCOME - Article 18

In accordance with Article 20 of Law No. 4962, at least two-thirds of the gross income earned within the year will be spent on the objectives specified in Article 3 and the activities specified in Article 4, and this condition will be adhered to as long as the tax exemption continues. The amounts to be allocated and spent for the foundation's objectives cannot be used for any other purpose. However, it is possible to spend the amounts allocated for management and maintenance expenses and investments to increase the foundation's assets, in whole or in part, on services aimed at the foundation's objectives. Donations made with the condition of being added to the principal after establishment are directly added to the principal. All other donations are used through funds created within the foundation according to the donor's conditions.

AMENDMENT OF THE FOUNDATION DEED - Article 19

Amendments to the foundation deed can be made with the written proposal of at least one-fifth (1/5) of the Board of Trustees members or the Board of Directors, the approval of at least three-fifths (3/5) of the Board of Trustees members, and a court decision.

TERMINATION OF THE FOUNDATION - Article 20

In case of the foundation's termination for any reason, the remaining assets and rights after the settlement of debts are transferred to the Human Rights Foundation of Turkey (TİHV). The foundation can be terminated only with the written proposal of the Board of Directors or more than half of the Board of Trustees members and the approval of two-thirds (2/3) of the Board of Trustees members and a court decision.

FOUNDATION FOUNDERS - Article 21

The names and surnames of the foundation's founders are as follows:

  • Ömer Faruk Gergerlioğlu

  • Esma Gergerlioğlu

  • Sena Gergerlioğlu

  • Muhammed Salih Gergerlioğlu

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