Article 1 - The name of the foundation is Hrant Dink Foundation. It will be called as 'foundation' in this official charter.
HEADQUARTER OF THE FOUNDATION:
Article 2 - The foundation’s headquarter is located Istanbul. With the decision of the board of directors, the foundation can open representative offices in Turkey and abroad, in line with the relevant legislation. It can cooperate with other national and international foundations, associations and institutions; it can join to networks or take part in establishing networks.
OBJECTIVES OF THE FOUNDATION:
Article 3 - The foundation aims to contribute development of a secure and healthy environment economically, socially and culturally, as well as individuals with democratic citizenship awareness, respecting the cultural diversity and differences. In this context, it develops programs and provides services with the aim of increasing the intercultural dialogue, ending discrimination of all kinds, improving the inter generation communication, ensuring the gender equality, improving the education and communication opportunities, social adoption of peace and reconciliation culture, decreasing poverty with the understanding of a sustainable development and improving the life quality of especially vulnerable groups such as children, youth, disabled and women.
ACTIVITIES OF THE FOUNDATION:
Article 4 - The foundation shall carry out the following activities with all kinds of institutions and establishments, including national and international foundations, associations and other non governmental organizations, universities and other organizations, when necessary.
a) It organizes meetings, runs training and raising awareness activities in order to raise awareness on history and culture and organizes activities for the protection of common historical and cultural heritage.
b) It organizes workshops, meetings, seminars, artistic activities such as music or theater shows, festivals, exhibitions and training programs to eliminate all kinds of prejudice and discrimination and promotes mutual respect and understanding. It also supports initiatives of this kind.
c) It supports culture tourism and organizes trips and meetings to support this.
d) It provides humanitarian aid, shelter and social, economic and psychological support to young people, children and women, in situations of poverty and natural disasters.
e) It provides consultancy and all other kinds of support service to eradicate poverty, develops vocational skills of youth and women, lays out the guidelines on how these services should be given.
f) It provides social services, such as orphanage for children in need of protection.
g) It organizes competitions, distribute incentive premiums and scholarships related with its field of activities.
h) It holds briefing and training activities within its mandate and to achieve this, it cooperates with the media, universities, educational institutions and local governments.
i) It organizes periodical or one-off activities, such as congress, seminar, symposium, conference to create public opinion; it contacts authorities or request others to carry out these activities. The foundation shall also participate to similar activities that are taking place abroad.
j) It conducts research and scientific studies; produces periodical and non periodical publications and sells them or distributes them free of charge.
k) It provides technical consultancy and equipment support to organizations that are working in the field of the foundation’s objectives, or finds others to do it.
ACTS AND OPERATIONS IT CAN HOLD TO FULLFILL THE OBJECTIVES OF THE FOUNDATION:
a) In order to realize its objectives, the foundation is permitted and authorized for owning and using all kinds of goods and estate by donation, inheritance, saving, buying or hiring, with the legal exceptions preserved; selling the possessed ones; transferring them; collect or spend the incomes and profits of them; using the possessions and their incomes for the investments for once or multiple times; spending, saving and managing the money, goods and estates possessed by donations or inheritance to be assigned for the objectives of the foundation; buying and selling the shares, obligations or other kinds of rights and collecting and spending the incomes; collaborating and cooperating with foundations with similar objectives; accepting help and assistance from foundations; establishing contracts to provide these assistance; joining a company by the money and the possessions to increase the incomes due spending for its aims and saving the share of profit or ownership; accepting the non ocular rights of possession of estates like profit or habitation, and using these rights; getting all kinds of guarantees for the contacts and contracts of existing or to-be-gained profits or incomes, including the savings of goods and estate, and accepting valid bank security; owing, keeping and mortgaging the goods and estate to realize its aims; and realizing all other useful and necessary initiations, savings, possessions and contracts and operations to fulfill its aims and purposes as stated in the 48th article of Turkish Civil Law.
b) In accordance with the procedures highlighted in the relevant laws and legislation, it works in cooperation with and as partners with national and international private, legal and real entities; joins federations or takes part in the establishment of federations. It accepts and gives donations, assistance, and human labor from private, legal and real entities.
c) In order to accomplish its objectives and activities, the foundation establishes commercial enterprises to build social facilities in the country and abroad, to operate or rent, to establish companies or become shareholders of existing companies in accordance with Turkish Trade Law, establishing or causing to establish businesses with the build-operate-transfer model and involve in any profitable activities.
d) The foundation can use all goods, estates and rights that are owned by the foundation and consigned or loaned by foundations, persons and institutions in the country and abroad under its ownership in relation with its services and activities.
ASSETS OF THE FOUNDATION:
Article 6 - The founding assets of the foundation is 100,000.00 (hundred thousand) Turkish Liras (TL), assigned to the foundation by its founding members.
BODIES OF THE FOUNDATION:
Article 7 - The bodies of the foundation are as follows:
Board of Trustees
Board of Directors
BOARD OF TRUSTEES:
Article 8 - The foundation’s Board of Trustees are individuals that have been listed in the attached document and undersigned this foundation charter. In the event that a vacancy in the board of trustees due to death, resignation and for any other reason, the vacant membership is filled with the proposal and the decision of the members of the board of trustees.
DUTIES AND POWERS OF THE BOARD OF TRUSTEES:
Article 9 - The board of trustees is the highest decision making body of the foundation with the following responsibilities:
a) To elect the Board of Directors,
b) To elect the Audit Committee,
c) To examine and approve the activity report, the annual financial report and the income-expenditure sheet prepared by the Board of Directors, to examine the reports of the auditing committee, to decide to discharge the board of directors,
d) To accept the annual budgetary drafts prepared by the board of directors as it is or after making necessary changes,
e) To accept the internal legislature drafts prepared by the board of directors as it is or after making necessary changes,
f) To decide if honorarium shall be given to the members of the board of directors and audit committee, except for the public officers; if to be given, to decide the amount of the honorarium,
g) To make changes in the charter of the foundation, when necessary,
h) To decide on the general policies about the activities of the foundation.
MEETING TIME AND QUORUMS OF THE BOARD OF TRUSTEES:
Article 10 - The first meeting of the board of trustees shall be held in the first month after registration of the foundation. The Board of Trustees meets in March every year with the invitation of the board of directors or with the written request of at least one third of the members of the Board of Trustees submitted to the board of directors, it may meet extraordinarily. In the regular and extraordinary meetings, the issues that are not in the announced agenda cannot be discussed. However, after the establishment of the council in the regular meeting, with the written request of at least one tenth of the existing members, it is possible to add an agenda item except on issues of change of charter and anything that will put obligation or responsibility to the foundation and its bodies. The meeting date, place, time and agenda will be submitted to the members in exchange of signatures or sent by registered mail, at least 7 (seven) days before the meeting.
The Board of Trustees convenes with the majority of the full number of its members. In the case of not establishing the majority, the second meeting shall convene at the same place and time, 7 days later, the earliest. In this second meeting, attending members cannot be less than one third (1/3) of the full number of its members.
More than half of the existing numbers of members is required to cast affirmative votes. In the case of equal votes, the chair of the meeting council’s vote shall be counted as two votes. Each member has one vote. A member who is not physically present in the meeting may cast his vote by giving power to another member. One member cannot have more than one power of voting.
The quorum for changes, amendments and additions in the foundation’s charter is two thirds (2/3) of the full number of members.
BOARD OF DIRECTORS:
Article 11 - The board of directors of the foundation consists of 7 associate and 2 alternate members, elected for two years by the board of trustees. Three members of the board of directors may be elected from non-members of the board of trustees. During the first meeting, the president, deputy president and the treasurer shall be elected and the duties will be distributed. In case of vacancy, the first alternate member shall take the post. The board of directors meets at least once a month. Any member, who does not attend four (4) meetings consecutively without a sound excuse, shall be considered as resigned.
DUTIES AND POWERS OF THE BOARD OF DIRECTORS:
Article 12 - The board of directors is the administrative and executive body of the foundation. Its duties are:
a) Taking decisions in line with the aims of the foundation and executing them.
b) Ensuring the activities of the foundation runs regularly and efficiently, in the light of the general policies established by the board of trustees. In this context, it prepares the internal legislatory drafts and submits to the approval of the board of trustees.
c) Making efficient use of the foundation’s assets and working to gain additional financial resources.
d) Running all necessary initiatives and procedures with the real and legal entities on legal, financial and other issues.
e) Assigning principle or secretary general to the foundation with the condition that the post’s duty, authority and responsibilities have been set out before, establishing assistant units, determining the duties, authorities, responsibilities and wages of the necessary staff and dismissing them when necessary.
f) Deciding to open and close branches and contact offices in the country and abroad, the organizational structure, cooperation with the foundations and other organizations in the country or abroad, joining federations or taking part in the establishment of federations, receiving or giving funds to legal entities and individuals in the country and abroad, within the framework of the relevant legislation. It also follows the necessary procedures for these.
g) Keeping track of and supervising the accounts of the foundation, ensuring that the balance sheet and the income-expenditure tables are prepared, delivered to the relevant administration office and announced at the end of the financial year.
h) Executes other duties required by the relevant legislation, foundation’s charter and the internal legislation of the foundation.
REPRESENTATION OF THE FOUNDATION:
Article 13 - The foundation is represented by the board of directors. The board of directors may hand representation over to the president or the vice president of the board of directors. The board of directors may delegate the duties of signing a contract, write or hand over contracts, legal documents or deed on behalf of the foundation to one or more than one member of the board of directors, its authorized officer and any one or more of its officers, representative or representative offices.
Article 14 - The audit committee is established to audit the activities and accounts of the foundation on behalf of the board of trustees. The audit committee consists of 2 members of board of trustees and 1 person from outside the board of trustees assigned by the board of trustees. 2 additional persons are elected as alternate members. Any vacancy shall be filled by inviting the alternate member. This member sits on the post until the time of duty of the committee ends. The audit committee runs its auditing by checking all the records, books and documents. After the accounts of the foundation shall be audited by chartered accountants and approved, the accounting year report shall be prepared and submitted to the board of directors to be delivered to the board of trustees at least fifteen (15) days before the board of trustees meeting.
Article 15 - Advisory committees, which do not have any executive duties in the foundation, may be established in order to establish views, to contribute, to develop work programs on various subjects. The working framework of the advisory committees shall be set out by the regulations prepared by the board of directors. The advisory committee shall report the outcomes of their work to the board of directors.
Article 16 - The posts of the foundation’s bodies are voluntary. However, the expenses resulting from running the errands for the foundation may be given from the expenses. Furthermore, it is possible to be paid in return for any expert service they give to the foundation. No payment shall be made to public officers.
INCOMES OF THE FOUNDATION:
Article 17 - The means of income of the foundation are listed below.
a) All kinds of donations and endowments, conditional and unconditional, in line with the aims of the foundation.
b) All kinds of income resulting from the activities of the foundation.
c) Incomes of commercial enterprises, partnerships and shares.
d) All incomes resulting from goods and estates as well as other entities and rights of the foundation.
e) All cash and in kind donations and endowments from individuals and legal entities, international organizations and institutions in country or abroad, conditional or unconditional.
f) Incomes from operating the foundation’s facilities.
g) Incomes from the aid campaigns organized directly by the foundation or jointly with other individuals and legal entities in country and abroad.
h) Incomes from all kinds of social organizations such as balls, concerts, fashion shows and fairs, which the foundation organizes.
i) Deposit rates, exchange profits and other incomes.
Article 18 - The foundation conducts the necessary procedures for tax exemption. In order to do that, the foundation is authorized to allocate 1/3, or the ratios that will be legally decided in the future, of the gross incomes of the foundation’s operational year to the administration and the administrative expenses, contingency reserve and investments to increase the assets of the foundation. The remaining 2/3 shall be used for the aims and services of the foundation.
AMENDMENTS TO THE TRUST DEED:
Article 19 - Any changes to be made in the Foundation’s Articles of Association are made upon approval by at least two third (2\3) of the total number of the members of the Board of Trustees following a proposal in writing by minumum one fifth (1\5) of the members of the Board of Directors and the Board of Trustees.
TERMINATION OF THE FOUNDATION:
Article 20 - In the case of termination of the Foundation for any reason, all the remaining assets shall be transferred to a foundation or a public institute bearing similar objectives, with the condition that the names and the positions of all the facilities kept unchanged and continue to function the same way. If it is understood that it is not beneficial for the existence of the foundation to continue, or if it becomes impossible for the foundation to realize its objective and subjects of service, the Board of Trustees may decide to terminate the foundation by unanimous vote.