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Official Deed of the Foundation

The official deed of the Göz Nuru'nu Koruma Vakfı (Foundation for the Protection of Sight), adopted in 1984 and subsequently amended by the Board of Trustees. The purpose, bodies…

Name of the Foundation: Göz Nuru’nu Koruma Vakfı — Foundation for the Protection of Sight (hereinafter the “FOUNDATION”)

Establishment: Established in accordance with the provisions of Law No. 903 amending the Turkish Civil Code.

Head Office: Numunebağ Caddesi Özgür Sokak No:5 Bayrampaşa-İSTANBUL

Period of Activity: From 1984 to the present

CHAPTER I — General Provisions

ARTICLE 1 — Establishment

A Foundation has been established by the founders whose names, addresses and nationalities are set forth in this Deed, in accordance with the provisions of Law No. 903 amending the Turkish Civil Code.

ARTICLE 2 — Name and Domicile of the Foundation

  1. The name of the Foundation is “GÖZ NURUNU KORUMA VAKFI”.
  2. In the articles that follow, it is referred to in short as the “FOUNDATION”.
  3. Its head office and domicile are located in Istanbul.
  4. Provided that the activities set out in the Deed of Foundation are fully carried out and that the opening of a branch is deemed to be in the national interest, the Foundation may open additional branches within Türkiye upon receiving permission from the General Directorate of Foundations.

DOMICILE ADDRESS: Numunebağ Caddesi Özgür Sokak No:5 Bayrampaşa-İSTANBUL

ARTICLE 3 — Purpose

The purposes of the Foundation are:

  1. To combat acquired and avoidable blindness.
  2. To protect the eye health of individuals, and in particular of children.
  3. To raise public awareness towards this cause.
  4. To carry out the diagnosis and treatment of eye diseases, visual impairments and strabismus.
  5. To enable people TO LIVE LIFE WITH THE GIFT OF SIGHT.

ARTICLE 4 — Activities Pursued in Furtherance of the Purpose

In order to fulfil its purpose, the Foundation shall:

a. Take all medical and legal measures necessary against avoidable cases of blindness and against eye diseases and disorders, and warn the relevant institutions on these matters and submit recommendations to them.

b. By every available means, diagnose and treat eye diseases and disorders and visual impairments, and conduct eye screenings.

c. Establish, take over and operate (and lease or rent out, with all related services) eye-care facilities (hospitals, polyclinics, dispensaries, health centres, etc.) in which at least 10% of services and bed capacity is reserved for patients without financial means.

d. Purchase, import and, where appropriate, manufacture (or arrange for the manufacture of) means of transport, equipment, machinery and installations for hospitals, clinics, polyclinics, eye-health centres, schools and other facilities dedicated to eye health and to blindness.

e. Establish relations with similar international institutions or organisations on matters consistent with its purpose, cooperate with them and become a member thereof.

f. Establish and operate all manner of treatment, diagnostic and rehabilitation facilities deemed necessary for the treatment of ocular and visual conditions.

g. Organise vocational training programmes in the field of eye diseases, establish educational facilities and, where necessary, send those receiving training in this field, as well as its own personnel, abroad for educational purposes, and provide scholarships.

h. Carry out, or have carried out, all manner of construction required for facilities and enterprises consistent with its purpose.

i. Accept donations, testamentary bequests and inheritance, as well as dispositions effective upon death, and aid of any kind. Where necessary, launch donation and aid campaigns.

j. Cooperate with other foundations, associations and similar institutions or organisations working towards comparable aims. Where necessary, establish joint facilities and enterprises, or take part in those already established.

k. Where necessary, dispose of immovable property in all manners permitted by law; purchase, build, sell or lease immovables, accept mortgages, grant mortgages over its own immovables to other persons and institutions, and establish all manner of rights in rem.

l. Where required, borrow money from any bank or from other persons, institutions or organisations, and likewise lend money to other persons, institutions or organisations; execute and sign the necessary agreements.

m. Manufacture, in furtherance of its purpose, such materials as it requires or deems necessary, and for this purpose establish, operate or have operated the necessary facilities.

CHAPTER II — Governance

ARTICLE 5 — Bodies of the Foundation

The bodies of the Foundation are as follows:

  • Board of Trustees
  • President of the Foundation
  • Board of Directors
  • Auditing Board
  • Advisory Board

ARTICLE 6 — Board of Trustees

The Board of Trustees of the Foundation comprises the 127 trustees registered with the Foundation. The list of trustees is annexed hereto.

ARTICLE 7 — Termination of Trusteeship

The status of a trustee who fails to attend in person two consecutive ordinary or extraordinary meetings of the Board of Trustees, without a reasonable excuse accepted by the Board of Directors, may be terminated by decision of the Board of Directors.

ARTICLE 8 — Duties and Powers of the Board of Trustees

The duties and powers of the Board of Trustees are:

a. To elect the President of the Foundation, the Board of Directors, the Auditing Board and the Advisory Board.

b. To examine, deliberate upon and approve the annual accounts of the Foundation, and to approve the budget for the following year.

c. To review, debate and approve the report of activities of the Board of Directors and the report of the Auditing Board, and to grant discharge to the members of both boards and to the President of the Foundation.

d. To amend the Official Deed of the Foundation.

e. To resolve upon the sale of immovable property belonging to the Foundation.

f. To approve the programme of the President of the Foundation for his/her term of office.

g. To examine and approve the regulations prepared and submitted by the Board of Directors.

h. To resolve on matters submitted to it by the Board of Directors.

i. To resolve upon the dissolution of the Foundation.

ARTICLE 9 — Meetings of the Board of Trustees

The Board of Trustees holds two types of meetings: ordinary and extraordinary.

Ordinary Meeting

  1. The Board of Trustees convenes in ordinary session each year during the month of March.
  2. The quorum for the meeting is one more than half of the trustees of the Foundation.
  3. If this quorum is not reached at the first meeting, the Ordinary Meeting of the Board of Trustees is held on the same day, at the same place, one hour later, irrespective of quorum.

Extraordinary Meeting of the Board of Trustees

The Board of Trustees may be called to an extraordinary meeting by the President of the Foundation in any of the following cases:

a. Upon the request of the President of the Foundation.

b. By the vote of two-thirds of the members of the Board of Directors.

c. By unanimous resolution of the Auditing Board.

d. Upon the written request of one-quarter of the members of the Board of Trustees.

e. If, despite substitute members having been called to duty, one-half of the Board of Directors remains vacant.

f. If, despite substitute members having been called to duty, two-thirds of the Auditing Board remain vacant.

At an extraordinary meeting, no matter other than the item on the agenda giving rise to the meeting may be discussed.

ARTICLE 10 — Principles Governing Meetings of the Board of Trustees

  1. Each trustee has one vote in the Board of Trustees.
  2. If a trustee is at the same time the representative of a legal entity, he/she shall have a separate vote in that capacity.
  3. A trustee unable to attend may appoint another member of the Board of Trustees as his/her proxy.
  4. A trustee may not act as proxy for more than one person.
  5. Resolutions are, as a rule, taken by an absolute majority of the trustees participating in the vote.
  6. Resolutions amending the Deed of Foundation shall be possible and effective only if approved by the affirmative vote of two-thirds of the total number of trustees.
  7. The proposed amendments must be set out in the agenda circulated to the trustees, indicating both the existing and the proposed text.
  8. Such amendments shall come into effect upon judicial confirmation in accordance with the applicable legal provisions.
  9. The day, time, venue and agenda of ordinary and extraordinary meetings of the Board of Trustees must be notified to the trustees in writing at least 15 days in advance.

ARTICLE 11 — President of the Foundation

  1. The President of the Foundation is elected from among the members of the Board of Trustees for a term of two years.
  2. The President of the Foundation also serves as the Chair of the Board of Directors.
  3. The President of the Foundation manages and represents the Foundation within the programme goals and budget approved by the Board of Trustees, and in accordance with the resolutions of the Board of Directors.
  4. The signature of the President of the Foundation is required on all transactions representing the Foundation or placing it under any obligation.
  5. In the event of leave, illness or other temporary absence of the President, the Vice-President of the Foundation shall be called upon to perform his/her duties.
  6. In the event of any permanent vacancy in the Presidency, the Vice-President shall act as President.
  7. If more than three months remain before the next ordinary meeting of the Board of Trustees, an extraordinary meeting shall be convened to elect a new President.
  8. The newly elected President serves for the remainder of the term.
  9. A President whose term has expired may be re-elected.
  10. However, an elected President may serve a maximum of three consecutive terms.

ARTICLE 12 — Board of Directors

  1. The Board of Directors consists of 7 principal and 3 substitute members, who are natural persons elected by the Board of Trustees by secret ballot from among the trustees.
  2. They serve for a term of two years.
  3. An outgoing member of the Board of Directors may be re-elected.

Distribution of Board of Directors Membership:

  • At least 3 of the principal members shall also be members of the Cağaloğlu Lions Club Association.
  • 2 members shall also be members of the Cağaloğlu Two Lions Club Association.
  • The remaining 2 members shall be drawn from the other natural-person trustees.

Substitute members:

  • 1 shall also be a member of the Cağaloğlu Lions Club Association.
  • 1 shall also be a member of the Cağaloğlu Two Lions Club Association.
  • 1 shall be elected from among the other natural-person trustees.

Election of the Board of Directors:

  1. Candidate lists are drawn up as three separate lists: candidates who are members of the Cağaloğlu Lions Club, candidates who are members of the Cağaloğlu Two Lions Club, and other candidates.
  2. Each list shall contain at least twice the required number of principal members.
  3. Trustees cast their vote by placing a cross next to as many names as the required number of principal members.
  4. Candidates shall be elected as principal and substitute members in the order of votes received.
  5. A second ballot shall be held for candidates receiving an equal number of votes.

ARTICLE 13 — Allocation of Duties within the Board of Directors

  1. The Board of Directors shall convene within one week of its election under the chairmanship of the President of the Foundation.
  2. From among its members it shall elect:
    • A Vice-President of the Foundation
    • A Treasurer
    • A Facilities Coordinator
    • A Social Services Secretary
  3. The terms of the officers thus elected shall continue throughout the term of the Board of Directors.

ARTICLE 14 — Duties and Powers of the Board of Directors

The Board of Directors administers and represents the Foundation. In that capacity it shall:

a. Carry out the duties assigned to it under the various chapters and articles of the Deed of Foundation, in accordance with the laws, statutes and regulations and with the resolutions of the Board of Trustees.

b. Prepare the final accounts of the Foundation together with the activity report for the past year and the budget, and submit them for the approval of the Board of Trustees.

c. Cause payments and collections of the Foundation to be effected.

d. Determine the operating rules and regulations of the facilities of the Foundation.

e. Determine the fee schedules of the Foundation’s enterprises and the conditions and numbers of those entitled to benefit free of charge.

f. Accept the regulations to be applied within the Foundation and applications for new trustees, and submit them for the approval of the Board of Trustees.

g. Appoint or dismiss managers and officers who shall serve within the Foundation itself and at its facilities and enterprises.

h. Determine the staffing and salaries of personnel working at facilities and enterprises and grant managers the authority to appoint and dismiss within those staff allocations.

i. Approve the annual budgets of facilities and enterprises and grant their managers spending authority within those budgets.

j. Endeavour to bring about the realisation of projects decided upon by the Board of Trustees.

k. Inspect the facilities and enterprises of the Foundation. Where necessary, form a special inspection team to carry out such inspections.

l. Represent the Foundation before natural and legal persons. Determine the persons authorised to represent the Foundation and to sign on its behalf, and the levels of their authority.

m. Convene the Board of Trustees in ordinary session in due time each year.

n. Where a request for an extraordinary meeting of the Board of Trustees is made on any of the grounds set out in Article 10, examine whether the request meets the requirements and, if so, convene the Board of Trustees in extraordinary session within one month of the date of the request.

o. Keep and maintain the documents and books of the Foundation in proper order.

p. Determine the day, time, place and agenda of meetings.

r. Bring and conduct actions and proceedings for and against the Foundation, and conclude settlements, give releases and waivers.

s. Acquire immovable property; accept conditional and unconditional donations of movable and immovable property; accept usufruct rights; create and release pledges of movables and mortgages on immovables, whether in favour of or against the Foundation.

t. Appoint and designate the persons authorised to represent the Foundation.

ARTICLE 15 — Principles Governing Meetings of the Board of Directors

1. The Board of Directors meets at least once a month.

Extraordinary Meeting: In addition, the Board of Directors may be convened at any time:

a. Upon the request of the Chair of the Board of Directors.

b. Upon the written request of the Chair of the Auditing Board.

c. Upon the written request of two-thirds of the members of the Board of Directors.

2. The Board of Directors takes decisions with the participation of more than half of its members and by majority vote of those present.

3. In the event of a tie, the side on which the Chair has voted shall be deemed to have the majority.

4. However, in the following matters the affirmative vote of two-thirds of the total membership shall be required:

  • The purchase of immovable property, bonds or shares
  • New operating or facility investments
  • The allocation of duties within the Board of Directors
  • The matters set out in sub-paragraphs b, e, f, g, h, i, m, o, s and t of Article 14

5. The day, place, time and agenda of ordinary and extraordinary meetings of the Board of Directors shall be notified to members by the Chairmanship at least one week in advance.

ARTICLE 16 — Auditing Board

  1. The Auditing Board consists of 3 principal and 2 substitute members, elected by secret ballot from among the Board of Trustees for a term of two years.
  2. A member departing for any reason is replaced, in order of votes received, by the substitute member who obtained the most votes.
  3. An outgoing member whose term has expired may be re-elected.

ARTICLE 17 — Allocation of Duties within the Auditing Board

  1. The Auditing Board shall hold its first meeting within one month of its election.
  2. From among its members it shall elect:
    • A Chair
    • A Vice-Chair
    • A Rapporteur
  3. The persons elected shall be notified to the Board of Directors.

ARTICLE 18 — Duties and Powers of the Auditing Board

The Auditing Board shall:

a. Examine and audit the books and official documents of the Foundation.

b. Each year, examine the balance sheet and income-and-expenditure statements and submit a report to the general assembly.

c. Submit its views on the annual draft budget to the Board of Trustees.

d. Where it deems necessary, attend meetings of the Board of Directors as an observer.

e. Attend ordinary and extraordinary meetings of the Board of Trustees.

f. Where necessary, convene the Board of Trustees in extraordinary session.

g. Where necessary, convene the Board of Directors in extraordinary session.

ARTICLE 19 — Principles Governing Meetings of the Auditing Board

  1. The Auditing Board meets at least once every three months.
  2. A meeting is opened with the attendance of at least two members.
  3. The quorum for decision is an absolute majority.
  4. Following each meeting, a report on the audits carried out during the period is submitted to the Board of Directors.

ARTICLE 20 — Advisory Board

  1. The Advisory Board is a body which the Foundation may consult on financial, legal, administrative and social matters.
  2. It consists of 6 principal and 3 substitute members drawn from among trustees experienced and knowledgeable in such matters.
  3. The Advisory Board is elected by secret ballot from among the trustees of the Foundation.
  4. Its term of office is two years.
  5. A principal member who departs for any reason is replaced, in order of votes received, by the substitute member who obtained the most votes.
  6. Where necessary, persons may be appointed to the Advisory Board for a specified period from outside the Foundation.

ARTICLE 21 — Duties and Powers of the Advisory Board

The Advisory Board shall:

a. Carry out studies on the advisory matters referred to it by the Board of Trustees and the Board of Directors and submit reports thereon.

b. Examine the regulations prepared for the Foundation and communicate its opinion to the Board of Trustees.

c. Conduct studies and research on the purposes and fields of activity of the Foundation and submit reports thereon to the Board of Directors.

ARTICLE 22 — Principles Governing Meetings of the Advisory Board

  1. Within one month of its election, the Advisory Board shall hold its first meeting and elect from among its members:
    • A Chair
    • A Vice-Chair
    • A Secretary
  2. The persons elected shall be notified to the Board of Directors.
  3. The Advisory Board meets at least once every four months.
  4. A meeting is opened with the members in attendance.
  5. Decisions are taken with the requisite majority of members in attendance.
  6. The convocation, indicating place, day, time and agenda, is issued by the Chairmanship.
  7. The decisions of the Advisory Board are advisory and consultative in nature and do not bind the Board of Trustees or the Board of Directors.

CHAPTER III — Financial Provisions

ARTICLE 23 — Assets of the Foundation

The assets of the Foundation consist of the following:

a. The total of TRY 1,900,000 (one million nine hundred thousand) which the founding members undertook to pay in cash.

b. Pursuant to the expert report obtained as a result of the determination conducted in case file no. 987/822 of the Şişli Third Court of First Instance, dated 26.10.1987:

  • aa: Equipment and fixed assets valued at TRY 262,833,437, as itemised in the court’s determination
  • bb: The hospital building valued at TRY 260,040,000

c. All conditional and unconditional donations, donation pledges and dispositions effective upon death made by natural and legal persons following registration of the Foundation, and any assets acquired thereby.

Subsequently added assets:

  • Equipment valued at TRY 4,500,000 allocated by the Türkiye Görmezler Eğitim ve Himaye Derneği (Türkiye Association for the Education and Protection of the Visually Impaired).
  • The hospital building valued at TRY 41,653,000 donated by the Cağaloğlu Lions Club Association.

ARTICLE 24 — Financial Application

  1. The assets of the Foundation may in no manner be allocated to or expended on matters falling outside its purpose.
  2. The transactions and accounts of the Foundation are subject, in addition to the Auditing Board within the Foundation, to the inspection and audit of the authorities designated by law.
  3. The Foundation operates on a non-profit basis.
  4. All of its income shall be spent, pursuant to Article 4 of Law No. 903, on services analogous to those falling within the duties and budgets of general, special and annexed-budget administrations.
  5. Members serving on the bodies of the Foundation shall not be paid any remuneration.
  6. The Foundation shall be subject to inspection at least once every two years.
  7. The administrative organs of the Foundation are obliged to produce, during such inspection, all documents, records and books requested.
  8. At each inspection, all transactions and accounts of the Foundation since the previous inspection shall be examined.

ARTICLE 25 — Donations

  1. The Foundation accepts all conditional and unconditional donations, aid and dispositions effective upon death that are consistent with its purpose.
  2. However, the Board of Directors is empowered to refuse those it considers unsuitable.

ARTICLE 26 — Allocation of Income

The administration of the Foundation is required, of the gross income earned during the year, to:

  • Spend 5% on administrative and maintenance expenses and on requirements,
  • Spend 15% on investments that increase the Foundation’s assets,
  • Spend and allocate 80% to the purposes of the Foundation.

In the event of liquidation: Any property and rights remaining after the liquidation of the Foundation shall be transferred to another foundation pursuing the same purpose.

ARTICLE 27 — Investment Opportunities

In order to generate income, the Foundation may, in accordance with the regulations on foundations established under the Turkish Civil Code, use its income allocated to investment to acquire:

  • Income allocated and earmarked for investment, together with
  • Government bonds
  • Shares in companies
  • Bonds
  • Immovable property.

ARTICLE 28 — Changes in the Foundation’s Property

  1. Immovables allocated to the fulfilment of the Foundation’s purposes and acquired by way of expenditure, donation or purchase may, if they substantially and continuously lose their economic value and profitability, be sold by resolution of the Board of Trustees and in accordance with the procedures and principles of Law No. 903.
  2. Immovables, bonds and shares not falling within the scope of the preceding paragraph may be converted into cash by the discretion and decision of the Board of Directors.
  3. The resources thus obtained shall be invested as soon as possible in accordance with the principles set out in Article 27.

ARTICLE 29 — Accounting Period

The accounting period of the Foundation is the calendar year.

ARTICLE 30 — Principle of Remuneration

  1. Members elected to the bodies of the Foundation referred to in Article 5 may not receive any remuneration for their work.
  2. Persons working on the enterprise’s payroll or under contract — even if they are trustees — shall be excluded from the scope of this provision.
  3. Where members or officers of the Foundation’s bodies are dispatched outside Istanbul or abroad for the services of the Foundation, the air-travel and other transport costs, meals, hotel charges and all other expenses incurred in connection with such travel shall be borne by the Foundation upon submission of documentary proof.

CHAPTER IV — Dissolution of the Foundation

ARTICLE 31 — Liquidation of the Foundation

  1. The sole ground for liquidation of the Foundation is that its assets and income have become insufficient to fulfil the purposes of the Foundation.
  2. In such a case, before proceeding to liquidation, the Board of Directors shall — having regard to the remaining net assets of the Foundation and their income-earning capacity — endeavour to make the necessary changes to ensure the continued existence of the Foundation by reducing or wholly eliminating certain areas of expenditure.
  3. If, notwithstanding these measures, it is concluded that there is no benefit in continuing the Foundation, liquidation shall proceed with the consent of the Board of Trustees.

ARTICLE 32 — Liquidation Board

  1. If the Foundation comes to an end or if its liquidation is ordered by the court, the Board of Directors in office on that date shall serve as the “Liquidation Board” until the liquidation is completed.
  2. If the court considers it inappropriate for the Board of Directors to carry out the liquidation, the Liquidation Board shall be established by the court.

ARTICLE 33 — Following Liquidation

Any property and rights remaining after liquidation of the Foundation shall be transferred to another foundation pursuing the same purpose.

CHAPTER V — Miscellaneous Provisions

ARTICLE 34 — Honorary Membership

  1. Natural and legal persons who have rendered great moral and material service nationally and internationally to the protection of sight and to matters within the purposes of the Foundation, as well as persons who have served the Foundation for many years, may be granted the title of “Honorary Member” upon the proposal of the Board of Directors and by resolution of the Board of Trustees.
  2. Honorary Members may attend meetings of the Board of Trustees but have no voting rights.
  3. The Board of Directors shall send all notices concerning the Board of Trustees to the Honorary Members as well.

ARTICLE 35 — Friend of Sight Medal

  1. The “Friend of Sight” Medal may be awarded by resolution of the Board of Directors to natural and legal persons who have made significant moral and material contributions to the activities of the Foundation or who have rendered outstanding service in its administration and the conduct of its services.
  2. The Board of Directors shall have appropriate medals produced for this purpose.
  3. If it so wishes, the Board of Directors may set out the conditions and principles by means of a regulation.

ARTICLE 36 — Other Awards

  1. The Board of Directors shall, by means of a regulation it draws up, determine the other awards to be granted to persons and institutions which have rendered service to the Foundation, together with the relevant principles.
  2. Such awards shall be presented upon the decision of the Chair of the Board of Directors.

CHAPTER VI — Transitional Provisions

ARTICLE 1 — Title of Trustee

The persons listed on the Our Trustees page hold the title of trustee of the Foundation.

Note of Approval

Articles 7, 10, 11, 13, 14, 15, 30, 34 and Transitional Article 1 of the Deed of Foundation were adopted by the Board of Trustees and certified as follows:

  • Beyoğlu 1st Notary Public, dated 14/05/2018, day-book no. 3621
  • Beyoğlu 1st Notary Public, amendment text dated 06/02/2019, day-book no. 1723

Procedure: Registration was ordered by decision no. 2018/234 E. 2019/180 K. of the 21st Court of First Instance of Istanbul dated 23.05.2019, and the decision became final on 10.09.2019.