The Deed of the Rona SEROZAN Foundation for Comparative Legal Research

NAME of the FOUNDATION: Rona SEROZAN Foundation for Comparative Legal Research

CENTER OF THE FOUNDATION: Istanbul province, Beşiktaş district and its address is as follows: Bebek Mahallesi Cevdet Paşa Caddesi Ayşe Sultan Sokağı no: 16.

With the decision of the Board of Directors and within the framework of the legislation, branches and representative offices may be opened in Turkey and abroad.

PURPOSE OF THE FOUNDATION:

-To conduct legal research at national and international (comparative) level, to encourage, support and develop such research.

-To contribute to the formation of a legal order befitting a modern, democratic and social state of law.

-To assist in the process of harmonization of the law of the country with the law of the European Union, especially in the process of keeping up with the achievements of the European Union.

AREAS OF ACTIVITY

In order to achieve the objectives of the Foundation, the following activities are carried out:

-Preparing draft laws, organizing scientific meetings such as panels, conferences and congresses with the participation of foreign guests when deemed necessary, participating in such meetings, making scientific publications, establishing an economic enterprise, renewing and, if necessary, completing Rona Serozan’s books.

-To cooperate with national and international organizations with similar purposes

-To provide scientific research opportunities for young academics who are not over thirty-eight years of age at the master’s, doctoral and associate professorship levels through domestic and international scholarships and similar support.

DISPOSALS THAT THE FOUNDATION CAN MAKE

The Foundation may engage in all kinds of legal transactions and disposals, including in-kind or personal guarantees, within the principles of our legislation in order to achieve its purpose set out in this deed. For this purpose,

It may borrow and lend money, purchase, sell, pledge and mortgage real and movable properties and securities and all kinds of rights, and take mortgages.

It may acquire all kinds of real or personal rights, dispose of them, and make all kinds of dispositions.

It may acquire all kinds of goods, properties, assets and rights through donations, wills and other testamentary dispositions, and may sell, transfer or assign, lease, collect and dispose of their income or profits.

The Foundation may manage and dispose of the movable or immovable properties and money it has acquired either through normal means, donations or testamentary dispositions, spend them, buy and sell stocks, usufruct certificates, bonds or other documents representing shares or expressing a right or receivable that exists or will come into existence, and share certificates and their coupons, and may collect and spend their income.

The Foundation may cooperate or enter into agreements with other foundations, domestic or foreign organizations engaged in activities similar to the purpose of the Foundation in accordance with the Regulation on Foundations established in accordance with the Provisions of the Turkish Civil Code. It may make commercial investments independently or in cooperation, establish partnerships, spend dividends or dividends corresponding to its shares, engage in commercial enterprises, and own economic enterprises. It may receive assistance from local and foreign foundations in this regard, and may conclude agreements with them to provide this assistance.

The Foundation may carry out activities to increase the assets of the Foundation, may participate in companies deemed appropriate in order to increase the revenues to be spent in line with its purpose, with money assets or assets equal to the assets of the Foundation, and may spend the dividends corresponding to the participation shares.

It may take all kinds of guarantees, including pledges, accept bails from reputable banks, borrow money when necessary, pledge the assets of the Foundation, and use them as collateral.

In summary, it is authorized to carry out all transactions deemed useful and necessary for the realization of some or all of its objectives within our legislation, as specified in the Turkish Civil Code. These transactions include gratuitous transfers and acquisitions, giving and receiving collateral in kind, buying and selling negotiable instruments. The Foundation cannot use these powers and revenues for purposes prohibited by the Turkish Civil Code.

The founder of the Foundation perceives that his wish to prevent the transfer of the house in the Ayşe Sultan Grove, which is considered unique with its location and architecture, has no effect against third parties. Thus, he inevitably emphasizes his wish regarding this prohibition of disposition as a special request.

FOUNDATION’S INITIAL ASSETS

The foundation’s initial assets are the bare ownership of the immovable property (found on 16 Bebek Ayşe Sultan Street and registered as such in the title deed), upon which a usufruct right has been granted to three beneficiaries, as well as the rental income of the upper floor (main part) of this immovable property, which is designated with number 16 and entered through the main door.

ORGANS OF THE FOUNDATION

The organs of the Foundation are as follows:

a) Board of Trustees
b) Board of Directors
c) Board of Supervisors

BOARD OF TRUSTEES

The Board of Trustees consists of the following people:

Leyla Kara, Evren Kayar, Doğan Önvermez, Fuat Topdemir, Yeşim Atamer, Turgut Tarhanlı, Başak Baysal, İlkay Engin, Emrehan İnal, Murat İnceoğlu, Berk Kapancı, Başak Başoğlu, Ece Baş Süzel, Cüneyt Süzel, Gül Okutan, Veliye Yanlı, Yalçın Tosun, Cem Sanlı.

The members of the Board of Trustees determine in advance the names of the three people they wish to succeed them and submit them in writing to the Board of Trustees. This list is kept in the archive of the Board of Trustees. In case the number of members decreases for any reason, such as death or resignation, the membership of the Board of Trustees is offered to the candidates starting from the first place according to the order in the list in the archive.

In the event that the members of the Board of Trustees do not leave any candidates or none of the candidates accept the duty, the election for the vacant membership of the Board of Trustees shall be held with the majority decision of the remaining trustees.

DUTIES AND POWERS OF THE BOARD OF TRUSTEES

The Board of Trustees is the highest decision-making body of the Foundation. The powers of the Board of Trustees are listed below:

To elect the Board of Directors,
To elect the Board of Supervisors,
To discuss and examine the annual report and audit reports prepared by the Board of Directors of the Foundation, and to decide on the discharge of the Board of Directors,
To adopt the draft internal regulations of the Foundation to be prepared by the Board of Directors as they are or with amendments,
To adopt the annual budget proposals to be prepared by the Board of Directors as they are or with amendments,
To determine whether the members of the Board of Directors and Board of Supervisors other than public officials will be entitled to attendance fees and, if so, the amount of such fees,
To make additions and amendments to the foundation deed when necessary,
To determine general policies regarding the activities of the Foundation,
To decide on the establishment of economic enterprises.

MEETINGS AND QUORUM OF THE BOARD OF TRUSTEES

The first meeting of the Board of Trustees shall be held within one month following the registration of the Foundation.

The Board meets;

In February to discuss the approval of the balance sheet and work reports,
In November to discuss issues related to the approval of the budget and work reports and the conduct of elections.

The Board of Trustees may also convene extraordinarily if deemed necessary by the Board of Directors or if at least one third of the members of the Board of Trustees make a written request to the Board of Directors. In ordinary and extraordinary meetings, issues not included in the announced agenda cannot be discussed. However, it is possible to add items to the agenda immediately after the formation of the council in the ordinary meeting, with the written proposal of at least one tenth of those present, 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 registered letter to be delivered to the members.

The Board of Trustees convenes with one 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 quorum cannot be less than one third (1/3) of the total number of members.

The decision quorum of the Board of Trustees is one more than half of the participants in the meeting. In case of equality of votes, the vote of the chairman of the council shall count 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. More than one proxy cannot be collected from one person.

The quorum for the amendments, corrections and additions to be made to the foundation deed is two thirds of the total number of members.

BOARD OF DIRECTORS

Board of Directors Consists of 3 full and 2 substitute members to be elected by the Board of Trustees for two years.

The majority of the members of the Board of Directors must be members of the Board of Trustees.

DUTIES, POWERS AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS

The board of directors is the administrative and executive body of the Foundation.

In this capacity, the Board of Directors,

Takes and implements all kinds of decisions in line with the purpose of the Foundation.
It ensures that the activities of the Foundation are carried out regularly and efficiently in the light of the policies determined by the Board of Trustees. In this context, it prepares the necessary internal legislation drafts and submits them to the Board of Trustees for approval.
It carries out the necessary work on the evaluation of the assets of the Foundation and the creation of new financial resources.
On behalf of the legal entity of the Foundation, it makes the necessary initiatives and transactions with all real and legal persons in legal, financial and other matters.
It appoints a director to the Foundation, may establish a General Secretariat or similar auxiliary units, and terminates their duties when necessary, provided that their duties, powers and responsibilities are clearly determined in advance.
It determines the personnel to be employed in the Foundation, makes their appointment, determines their salaries, and terminates their employment when necessary.
Within the framework of the provisions of the relevant legislation, it decides on the opening and closing of branches and representative offices in Turkey and abroad, and takes the necessary actions in this regard.
It 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 and announced.
Implements the annual budget adopted by the Board of Trustees.
Carries out the preparatory procedures for the meetings of the Board of Trustees.
At the meetings of the board of trustees, it submits the foundation activity report for the period to the board of trustees.
Performs other duties required by the relevant legislation, the foundation deed and the internal legislation of the Foundation.

REPRESENTATION

The Board of Directors represents the Foundation. The Board of Diirectors may delegate this representation authority to the chairman and vice chairman of the Board of Directors. The Board of Directors may also authorize one or more of its members to conclude any authorized contract, to draw up and transfer any agreement, contract, legal document or deed on behalf and account of the foundation in general or in specific cases and matters, within the principles to be specified by it.

BOARD OF SUPERVISORS

It consists of 3 members to be elected by the Board of Trustees for a period of two years from among its own members or from outside, provided that they do not constitute a majority. Two substitute members are also elected to this Board.

REMUNERATION

The Board of Trustees determines whether members of the Board of Directors and Board of Supervisors  will be paid an honorarium or fee, and if so, the amount. No payments can be made to public officials.

INCOME OF THE FOUNDATION

The income of the Foundation is shown below.

All kinds of conditional and unconditional donations and aids in accordance with the purpose of the Foundation and all kinds of acquisitions made through testamentary dispositions.

Miscellaneous revenues to be obtained from the activities of the Foundation.

Income from economic enterprises, subsidiaries and partnerships.

Revenues to be generated from the valuation of the Foundation’s movable and immovable properties and other assets and rights.

ALLOCATION AND SPENDING OF THE INCOME OF THE FOUNDATION

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 for management and maintenance expenses, reserves and investments to increase the assets of the Foundation.

MODIFICATION OF THE FOUNDATION DEED

Modifications to the Foundation Deed shall be made upon the written proposal of the Board of Directors or at least one-fifth (1/5) of the members of the Board of Trustees and the approval of at least two-thirds (2/3) of the total number of members of the Board of Trustees and the decision of the court.

TERMINATION OF THE FOUNDATION

In the event that the foundation is terminated for any reason, its property and rights remaining after the liquidation of its debts shall be transferred to a foundation that follows the purpose closest to the purpose pursued by the foundation.

The termination of the Foundation is only possible with the approval of the Board of Directors or two-thirds (2/3) of the total number of members of the Board of Trustees and a court decision.

TEMPORARY PROVISIONS

If deemed necessary, the Foundation’s Deed will be completed by the executors of the will as stipulated in the official will and the General Directorate of Foundations, in accordance with the legislation in force at the date of Rona Serozan’s death and therefore at the date of the Foundation’s registration.

After the death of Rona Serozan, the registration of the Foundation in the Court registry will be carried out by the executors of the will specified in the will in accordance with Articles 102/1, 526/1 of the Civil Code and Article 3 of the Regulation on Foundations.

The first provisional Board of Directors of the Foundation is composed of the following members

1-Leyla KARA

2-Fuat TOPDEMIR

3-Yeşim ATAMER

The provisional Board of Directors is obliged to call the board of trustees for a meeting within one month at the latest as of the date of registration of the Foundation, and within this period, it has the duties and authorities specified in the deed.