Constitutional Deed of the Foundation

2 Ocak 2022

CHAPTER I - GENERAL PROVISIONS 

ARTICLE I - ORGANIZATION 

In accordance with the provisions of Law No. 903 amending the Turkish Civil Code, the founders established a Foundation, whose names, addresses, and nationalities are written in this Foundation deed.

ARTICLE 2 - THE FOUNDATION'S NAME AND ADDRESS

The foundation's name is "EYE LIGHT PROTECTION FOUNDATION." In the following articles, it is referred to briefly as "FOUNDATION." It has its headquarters and residence in Istanbul. Assuming that the activities outlined in the foundation's deed are fully carried out and that opening a branch is beneficial to the country. The General Directorate of Foundations has granted permission. Otherwise, it may establish additional branches in Turkey.

RESIDENCE ADDRESS: Numunebag Street Ozgur Street No:5 Bayrampasa-ISTANBUL.

ARTICLE 3 - OBJECTIVE

The foundation's mission is to fight blindness and preventable blindness, to protect individuals' eye health, particularly children, to raise public awareness about this issue, to diagnose and treat eye diseases, vision disorders, and strabismus, and to enable people to LIVE LIFE BY SEEING.

ARTICLE 4 - PURPOSE ACTIVITIES

To achieve the Foundation's Purpose;

a- Takes the necessary medical and legal measures against preventable blindness, eye diseases and disorders, and warns and makes recommendations to the relevant institutions in this regard.

b- Diagnoses and treats eye diseases and disorders, visual disorders, and performs eye scans with all kinds of facilities.

c- Establishes and takes over at least 10% of the services and bed capacity of eye facilities (hospital, polyclinic, dispensary, health centers, etc.) allocated to patients with no financial means, and employs, rents, rents out all kinds of services.

d- Purchases and imports transportation vehicles, tools, equipment, machinery and installations for hospitals, clinics, polyclinics, eye health centers, schools and other facilities for eyes and blindness, and if necessary, makes or has them done.

e- Establishes relations, cooperates and becomes a member with similar international institutions or organizations in matters suitable for its purpose.

f- Establishes and operates all kinds of treatment, diagnosis and exercise facilities that it deems necessary for eye and vision treatments.

g- It organizes vocational training programs on eye diseases, establishes training facilities, sends those who receive education in this field and its personnel abroad for training, and gives scholarships when necessary.

h- It makes and completes all types of constructions required for facilities and businesses suitable for its purpose.

i- Accepts death-related savings and all types of aid as a donation, property guardianship, or member heir. When necessary, launches donation and aid campaigns.

j- Collaborates with other foundations, associations, and institutions and organizations with similar missions. It establishes joint facilities and businesses as needed. It takes part in the established ones.

k- When necessary, it can save all types of real estate. It has the authority to buy, build, and sell real estate, to rent its real estate to other people and institutions, to accept mortgages, to mortgage its own real estate, and to establish all types of real rights.

l- When necessary, it can borrow money from all banks, other individuals, institutions, and organizations, as well as lend money to others. Contracts are negotiated and signed.

m- It manufactures the materials it requires or believes are required for its purpose, establishes the necessary facilities, and operates or has them operated.

CHAPTER II MANAGEMENT

ARTICLE 5 - MANAGEMENT ORGANIZATION OF THE FOUNDATION

The foundation's organizational branch is as follows:

a- Board of Trustees 

b- Foundation President 

c- Board of Directors 

d- Supervisory Board 

e- Advisory Board

ARTICLE 6 - TRUSTEES' BOARD

The Foundation's Board of Trustees is made up of 127 trustees who have registered with the Foundation. The trustees' list is attached.

ARTICLE 7 - TERMINATION OF BEING A TRUSTEE

The trustee's capacity may be terminated by the board of directors if he or she fails to attend the foundation's ordinary/extraordinary Board of Trustees meetings without a reasonable excuse acceptable to the board of directors.

ARTICLE 8 - THE BOARD OF TRUSTEES' DUTIES AND AUTHORITIES

The Board of Trustees' duties and powers are outlined below.

a- To elect the President of the Foundation, the Board of Directors, the Supervisory Board, and the Advisory Board, 

b- To examine, negotiate, and approve the Foundation's annual accounts, approving the next year's budget, 

c- To examine, discuss, and approve the Board of Directors' work report and the Supervisory Board's report, and acquitting both board members and the President of the Foundation,

d- Making changes to the Foundation's Official Deed, 

e- Deciding on the sale of immovable properties owned by the Foundation, 

f- Approving the President's term of office,

g) Examining and approving the rules created and submitted by the Board of Directors; 

h) Making decisions regarding the issues that the Board of Directors has brought before him;

i) Making a decision regarding the dissolution of the Foundation.

ARTICLE 9 - BOARD OF TRUSTEES MEETINGS

Trusteeship Board of the Foundation;

It holds extraordinary meetings on a regular basis.

COMMON MEETINGS

The Foundation's Board of Trustees meets on a regular basis in March of each year. A quorum for the meeting is one more than half of the Foundation's Trustees. If this majority is not obtained at the first meeting, the Ordinary Board of Trustees meets one hour later, on the same day, regardless of the majority.

EXTRAORDINARY BOARD OF TRUSTEES MEETINGS

a- At the request of the Foundation's President, 

b- With the votes of 2/3 of the Board of Directors, 

c- With the unanimous decision of the Supervisory Board, 

d- With the written request of 1/4 of the Board of Trustees, 

e- If 1/2 of the Board of Directors is absent despite substitute members being called for duty, f- If 2/3 of the Supervisory Board is absent despite substitute members being called for duty, the Foundation Board Nothing other than the agenda item that prompted the meeting is discussed during an extraordinary meeting.

ARTICLE 10 - BOARD OF TRUSTEES MEETING PRINCIPLES

In the Foundation Board of Trustees, each trustee has one vote. If a trustee also serves as a legal person representative, he or she has separate voting rights. If a trustee is unable to attend the meeting, he or she may appoint another member of the Board of Trustees as his or her proxy. A trustee cannot serve on more than one board. Decisions are essentially made with the absolute majority of the trustees voting. However, changes to the Foundation Bill are possible and valid if two-thirds of the total number of Foundation Trustees vote in favor. The old and new versions of the amendment proposals must be listed in the agenda sent to the trustees. Within the confines of legal provisions, these changes are finalized with the court's approval. Ordinary and Extraordinary Board of Trustees Meetings are announced to trustees by letter at least 15 days in advance, detailing the date, time, location, and agenda.

ARTICLE 11 - FOUNDATION PRESIDENT

The President of the Foundation is elected by the members of the Foundation's Board of Trustees for a two-year term. The Foundation's Chairman also serves as the Chairman of the Board of Directors. The President of the Foundation manages and represents the Foundation in accordance with the Foundation Board of Trustees' program objectives and budget, as well as the Board of Directors' decisions. 

All transactions that place the Foundation under obligation with the representation of the Foundation must have the signature of the President of the Foundation. In the event that the Foundation's President leaves for vacation, illness, or other temporary reasons. He delegates his duties to the Foundation's Vice President, and in the event that the Foundation's Presidency becomes vacant for any reason, the Vice President assumes the Presidency. If the first ordinary board of trustees meeting is delayed for more than three months, an Extraordinary Board of Trustees Meeting is held, and the new Foundation President is elected. The newly elected Foundation President fills the remainder of the term.

The President whose term has expired has the option of being re-elected.

However, the Foundation's elected President may serve as chairman for a maximum of three consecutive terms.

ARTICLE 12: DIRECTORS' BOARD

The Foundation's Board of Directors is made up of seven principal and three substitute real people who are elected by secret ballot by the Foundation's Trustees. His term is two years. A member of the Board of Directors whose term has expired may be re-elected.

At least three of the Board of Directors' principal members must also be members of the Cagaloglu Lions Club Association. Alternate members are also members of the Cagaloglu Iki Lions Club Association, one is also a member of the Cagaloglu Iki Lions Club Association, and one is chosen from among the other real person trustees. Candidate lists for the Board of Directors are created in three separate lists, namely Cagaloglu Lions Club member candidates, Cagaloglu Iki Lions Club member candidates, and other candidates, by writing at least twice the required number of full members.

ARTICLE 13 - DEPARTMENT OF DUTY OF THE BOARD OF DIRECTORS

Within a week of its election, the Board of Directors meets under the direction of the Foundation President, electing a vice president, a treasurer, a facilities coordinator, and a secretary for social services. The elected officials' terms of office continue during the term of the Board of Directors.

ARTICLE 14 - BOARD OF DIRECTORS DUTIES AND AUTHORITIES

The Foundation is managed and represented by the Board of Directors.

In this role, they: 

a) Complete the tasks assigned to them in accordance with the various sections and articles of the Foundation Bill in accordance with the law, statutes, and regulations and the decision of the Board of Trustees, 

b) Prepares the Foundation's final account, its work report, and its budget for the previous year and submits it for the Board of Trustees' approval, and c) Makes Foundation payments and collections.

d- Establishes the policies and procedures for the facilities owned by the foundation.

e- It establishes the conditions and scope of the free beneficiaries, as well as the foundation enterprises' fee tariffs.

g- Designates managers and officers to work in the facilities, businesses, and foundation. or termination,

h- Establishes the staffing levels and pay for the workers who will operate the facilities and businesses, and grants the managers the power to hire and fire people to maintain the staff,

i- Approving the facilities' and businesses' annual budgets and giving managers permission to stay within those limits,

j- It makes an effort to see that the projects chosen by the Board of Trustees are carried out.

k- Oversees foundation businesses and facilities. Create a special inspection team if necessary, conduct inspections,

Advocates on behalf of the Foundation to both natural and legal persons. It establishes who has the right to speak for and sign documents on behalf of the Foundation as well as their qualifications.

n- When a request for an Extraordinary Board of Trustees meeting is made for any of the issues in Article 10 of the Foundation Bond, it examines whether the request complies with the conditions and, if appropriate, calls the Board of Trustees for an Extraordinary meeting within one month of the date of the request. 

m- Calls the Board of Trustees for an Ordinary meeting every year on time.

o- Regularly maintains and protects the Foundation's records and books.

ARTICLE 15 - RULES FOR BOARD OF DIRECTORS MEETINGS

At least once per month, the Board of Directors meets.

In addition, the Board of Directors: 

a- Holds a meeting at the Chairman of the Board of Directors' request, 

b) Holds a meeting at the Chairman of the Supervisory Board's written request.

c- Anytime a written request is made by two-thirds of the board of directors, a meeting may be called. It makes decisions with the support of the majority of those in attendance as well as more than half of the Board of Directors members. The party with the chairman is deemed to have obtained the majority if the votes are tied.

However, decisions involving the purchase of real estate, bonds, stocks, re-operation and facility investment, the division of duties on the board of directors, and the matters listed in paragraphs b-e-f-g-h-i-m-o-s-t of Article 14 all require the affirmative vote of 2/3 of the total number of members. The chairmanship notifies the members of the date, location, time, and agenda of the Board of Directors' Ordinary and Extraordinary Meetings one week beforehand.

ARTICLE 16 - SUPERVISORY BOARD

The Supervisory Board is made up of 3 full members and 2 substitute members who were chosen by the Board of Trustees to serve terms of two years in secret. The member who leaves for any reason is replaced by the substitute who has received the most votes. A member whose term has ended may be re-elected.

ARTICLE 17 - DUTY SECTION OF THE SUPERVISORY BOARD

Within a month of being elected, the Supervisory Board holds its first meeting, elects a chairman, vice-chairman, and rapporteur from among themselves, and notifies the Board of Directors of the results.

ARTICLE 18 - DUTIES AND AUTHORITIES OF THE SUPERVISORY BOARD

The Supervisory Board;

a- Examines and inspects the Foundation's books and official documents.

b- It reviews the income-expenditure statements and balance sheet each year and reports to the general assembly.

c- Communicates to the Board of Trustees its opinions regarding the annual budget draft; 

d- participates in Board of Directors meetings as an observer as needed.

e- Attends both regular and special Board of Trustees meetings.

When necessary, the Board of Trustees is called to an Extraordinary meeting, and the Board of Directors is called to an Extraordinary meeting.

ARTICLE 19 - MEETING PRINCIPLES OF THE SUPERVISORY BOARD

At least once every three months, the Supervisory Board meets. At least two members are present when the meeting begins. The simple majority is required for decision-making. It updates the Board of Directors on the audits for that time period following each meeting.

ARTICLE 20 - ADVISORY BOARD

The Foundation can seek advice from the Advisory Board on fiscal, legal, administrative, and social issues. Six permanent and three temporary trustees with extensive experience make up the group. The Trustees of the Foundation vote in secret to choose the Advisory Board. The position has a two-year term limit. The vacant principal trustee is replaced for any reason by the substitute member who received the most votes, respectively. For a specific period of time, members of the advisory board may be chosen from the outside due to circumstances deemed necessary.

ARTICLE 21 - DUTIES AND AUTHORITIES OF THE ADVISORY BOARD

Advisory Board: 

a) The Board of Trustees and the Board of Directors examine the advisory issues that have been referred to them and report on them; 

b) The Advisory Board examines the regulations that have been created for the Foundation and offers its opinion to the Board of Trustees.

c) It provides information to the board of directors by conducting investigations and research into the foundation's objectives and areas of focus.

ARTICLE 22 - MEETING PRINCIPLES OF THE ADVISORY BOARD

Within a month of the election, the Advisory Board holds its first meeting, elects a chairman, vice-chairman, and secretary from among themselves, and notifies the board of directors of the results. At least once every four months, the Advisory Board convenes. The participants introduce themselves and the meeting begins. The quorum of members present at the meeting votes on the matter. The Presidency sets the meeting's location, date, time, and agenda. The Board of Trustees and the Board of Directors are not bound by the Advisory Board's decisions because they are advisory and advisory in nature.

CHAPTER III FINANCIAL PROVISIONS

ARTICLE 23 – THE FOUNDATION'S FINANCIAL ASSETS

a- With a total cash payment of 1,900,000 Turkish Liras (One Million Nine Hundred Thousand), the founding members promise to made,

b- As the expert report obtained as a result of the finding in the file of the Third Civil Court of First Instance in Işli, dated October 26, 1987 and bearing the case number 987/822;

aa - Fixtures and equipment valued at 262.833.437.TL, with a written breakdown from the ruling of the court,

bb - With a hospital structure valued at 260.040.000.TL

c- Following the registration of this Foundation, it will consist of all types of assets acquired through conditional and unconditional donations, donation promises, and testamentary dispositions by real and legal persons.

aa - the Turkish Education and Protection for Blinds Association provided devices worth 4.500.000 TL, and,

bb - The Caalolu Lions Club Association donated the hospital's structure for 41.653.000 TL.

ARTICLE 24 - FINANCIAL EXECUTION

The foundation's existence cannot be exploited or used for purposes other than those intended. Except for the supervisory board within the foundation, the operations and accounts of the foundation are subject to the review and control of the authorities specified by law. The foundation has no interest in making money at all. According to Law No. 903's Article 4, it uses all of its income to fund services that are comparable to those covered by the responsibilities and spending plans of general, special, and annex budget administrations. The members who work for the Foundation's organs are not compensated. Inspections of the Foundation will take place at least every two years. The foundation's administrative units are required to provide any documents, books, or records that are requested during the inspection. All Foundation accounts and transactions since the prior inspection are examined during each inspection.

ARTICLE 25 - DONATIONS

According to its mission, the Foundation accepts all types of unrestricted gifts, assistance, and testamentary dispositions. The Board of Directors, however, has the authority to reject anything it deems inappropriate.

ARTICLE 26

The foundation's management must set aside 5% of its annual gross income for management and maintenance costs and requirements, 15% for investments that will boost the foundation's assets, and the remaining 80% for the foundation's purposes. The foundation's remaining assets and rights are transferred to another foundation with the same goals in the event that the foundation is liquidated.

ARTICLE 27

According to the rules for foundations established under the Turkish Civil Code in order to generate income, the foundation may buy government bonds, corporate stock bonds, and real estate with the proceeds from these purchases to be used for spending and investing.

ARTICLE 28 - CHANGE IN FOUNDATION’S ASSETS

The Board of Trustees may decide to sell real estate if necessary in accordance with Law No. 903's procedures and guidelines if properties used to fulfill the Foundation's purposes that have been acquired through donations, purchases, and expenditures significantly and continuously lose their economic value and profitability. The Board of Directors may decide to convert any real estate, bonds, or stocks that are not covered by the previous sentence into cash. Within the guidelines of Article 27 laid out in this manner, it is evaluated as soon as possible.

ARTICLE 29 - ACCOUNTING PERIOD

The calendar year serves as the foundation's accounting period.

ARTICLE 30 - PRICING BASIS

Members chosen to the foundation's specified in Article 5 organs are not permitted to be paid for their services. Those employed on a salaried or contracted basis by the enterprise's personnel staff are not covered by this clause, even if they are trustees. If it is decided to send officials or members of the Foundation outside of Istanbul or abroad to perform foundation-related duties, the Foundation will pay for their travel expenses, including meals, lodging, and other costs, as long as they provide documentation.

CHAPTER IV DISSOLVING THE FOUNDATION

ARTICLE 31 - DISSOLUTION OF THE FOUNDATION

The only justification for the foundation's dissolution is that its continued existence and income make it impossible to carry out its intended purposes. In this situation, the Board of Directors makes an effort to make the necessary adjustments and ensure the survival of the Foundation by reducing or canceling some of the expenditure areas in accordance with the foundation's remaining assets and its ability to generate income. Despite these, the Board of Trustees will dissolve the foundation if it is determined that its continued existence will be detrimental.

ARTICLE 32 - DISSOLUTION COMMITTEE

The board of directors on that date will serve until the conclusion of the dissolution under the name of the "Dissolution Board" if the foundation is terminated or its dissolution is decided by the court. The court creates the dissolution board if it determines that it would be undesirable for the board of directors to carry out the dissolution task in the dissolution decision.

ARTICLE 33

The foundation's remaining assets and rights are transferred to another foundation with the same goals in the event that the foundation is dissolved.

CHAPTER V MISCELLANEOUS PROVISIONS

ARTICLE 34 - HONORARY MEMBERSHIP

Upon the recommendation of the Foundation's Board of Directors and the approval of the Board of Trustees, real and legal individuals who have contributed significantly over a long period of time to the protection of Eye Nuru and in matters related to the Foundation's goals may receive the title of "Honorary Membership." Honorary Members are permitted to attend Board of Trustees meetings but are not allowed to vote. The Honorary Members of the Board of Trustees also receive all pertinent calls from the Board of Directors.

ARTICLE 35 - FRIEND OF THE EYE MEDAL

The Eye-Friendly Medal may be given, at the discretion of the Board of Directors, to natural or legal persons who have made significant moral and financial contributions to the activities of the foundation and who have rendered exceptional services in the administration and provision of its services. For this purpose, the Board of Directors creates the appropriate medals. It can use a regulation to set its terms and values if desired.

ARTICLE 36 - OTHER PRIZES

The Foundation Board of Directors decides which other prizes and honors should be given to people and organizations for their assistance to the Foundation, and the Chairman of the Board of Directors makes that decision.

CHAPTER VI

TEMPORARY PROVISIONS

ARTICLE 1 - TITLE OF TRUSTEE

The individuals listed on our Trustees page hold the title of Trustees of the Foundation.

The provisional articles 7, 10, 11, 13, 14, 15, 30, 34, and 1 of the foundation deed were approved by the board of trustees, Beyoglu 1st Notary Public on May 14, 2018, with journal number 3621, and Beyoglu 1st Notary's Office on February 6, 2019. It has been confirmed that the Istanbul 21st Civil Court of First Instance was decided to be registered with the number 2018/234 E. 2019/180 K. dated 23.05.2019 and the decision became final on 10.09.2019, as in the amendment text with journal no. 1723.

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