FOUNDATION DEED

The Foundation 

Article 1

The foundation’s name is "the Turkish Technology Team Foundation.” Its short forms are “T3,” “T Cube,” and “the Turkish Technology Team.”

Hereinafter referred to as the Foundation.

Headquarter of the Foundation

Article 2: The headquarter of the foundation is located at Orta Mah. Şehit Yüzbaşı Ömer Bulu Cad. Canayakın San. Sitesi A Blok No.7 Bayrampaşa/İstanbul.

The board of the Foundation can move the Foundation’s headquarter to a new location on the condition that they inform the General Directorate of Foundations.

It can establish new branches and offices at home and abroad on decision of the board in accordance with the relevant legislation.

Mission of the Foundation

Article 3: The aim of the Turkish Technology Team Foundation is to allow talented young people and people of all age groups to participate in technology development processes, conduct research and development, projects, activities and support initiatives for developing products, systems and components, which have high strategic importance and added value and whose domestic and original production is to be prioritized due to global competition conditions, discover and instruct talented young people, and contribute to development of entrepreneurship culture in technology and all the scientific studies to be carried out in this field.

                             

Operations of the Foundation

Article 4:

Forming and training technology teams made up of talented students in developing technology and young people, organizing competitions and tournaments intended for these teams, and allow these teams to participate in national and international competitions.

Providing national and international scholarships to talented students and young people studying and conducting researches in our country and abroad.

a.    Forming and training technology teams made up of talented students in developing technology and young people, organizing competitions and tournaments intended for these teams, and allow these teams to participate in national and international competitions.
b.    Providing national and international scholarships to talented students and young people studying and conducting researches in our country and abroad.
c.    Launching, establishing, managing, and executing educational institutions at all levels and of all types, producing educational materials or supplying them, employing teachers in educational institutions or supporting educational intuitions in these aspects.
d.    Conduct all activities including panels, seminars, fairs, conferences, interviews, and competition, which will contribute to the foundation’s mission and broadcasting.
e.    Supporting young people studying in technology development and researching and development process of entrepreneurs, providing them with financial support to allow them to participate in meetings, seminars, symposiums, conferences, and competitions abroad.
f.     Providing grant or/and loan from national and/or international institutions and organizations for the projects in line with the mission of the Foundation, organizing in kind and/or cash grant programs for the relevant national/international institutions and organizations.
g.    Accepting project proposals from people, institutions and organizations for realizing the mission of the Foundation.
h.    Determining technological productions, systems, and components, whose domestic and original development is a priority in order for Turkey to compete globally and due to strategic reasons, conducting projects for developing these productions, systems, and components and/or supporting the existing projects, startups and entrepreneurs, encouraging entrepreneurs to work and invest in this field.
i.    Conducting activities for strengthening the communication and collaboration among individuals and institutions working for developing national technology.
j.    Establishing and managing incubators, acceleration centers, and similar structures to support technological startups and projects, encouraging investors to take part in these startups and projects.

Works and Activities to Realize the Foundation’s Mission

Articicle 5: The foundation is authorized and entitled to possess and use immovables and assets through donation, will, purchases and loans to realize the Foundation’s mission; sell and alienate the possessions in accordance with the Law on Foundations; obtain and spend its revenues; use one or more immovables or revenues that are included in the assets of the foundation for investment on one or more occasions; manage, save on, quote and sell immovables, assets, and funds possessed through purchases, donation, will or other means unless they are against the mission and services of the Foundation and purchase securities; accept and manage funds that are established with such purposes as scientific, technological, development, cultural and social supports, collaborate with national and international foundations, natural persons, and legal entities  that conduct activities in line with the Foundation’s mission; get assistance from public institutions and organizations, natural persons, and legal entities; make agreements to get assistance; accept the non-real rights of immovable properties such as servitude, usufruct, right of residence, seniority, pledge, mortgage; make use of these rights; accept all types of securities, including pledges and mortgages of movable and immovable properties for the contracts drawn up based on its current or future revenues; accept valid warranty bonds; get loans; provide securities such as warranty, pledge, mortgage to realize the Foundation’s mission and services; generate revenue from existing and future projects and all kinds of activities that are in line with the mission and services of the Foundation and establish commercial enterprises and corporations, which will operate according to existing principles of enterprises in order to generate revenue for the Foundation; partner with an existing enterprises; manage them directly or make them managed directly by an enterprise or an enterprise under the supervision the Foundation; make investments to generate a continuous income; take economic initiatives; establish enterprises and associations; manage established and associated startups directly or with partners; take initiatives, make savings and purchases, making construction or similar contracts, which are considered useful and necessary to realize one or all of the missions and services of the Foundation as stated in Article 48 of the Turkish Civil Code.

The foundation cannot use these entitlements and revenues for the purposes prohibited by the Turkish Civil Code.

Assets of the Foundation on Its Establishment

Article 6:  Asset of the Foundation on its establishment is 60,000 TRY endowed to the Foundation. Assets of the institution may be increased by adding the assets to the Foundation following its establishment.

The Foundation’s Organs

Article 7: The Foundation’s organs are as follows;

a.    The Board of Trustees
b.    The Board
c.    The Supervisory Board
d.    The Advisory Board

The Board of Trustees

Article 8: The board of trustees of the Foundation is comprised of the people who signed the Foundation Deed and is listed below;

•    Selçuk BAYRAKTAR

•    Serdar GÜRBÜZ

•    İsmail DOĞAN

•    Abdullah DEMİRHAN

•    Lütfü Haluk BAYRAKTAR

•    Cemaleddin AYKAN

•    Mehmet Fatih KACIR

•    Murat CEYLAN

•    Mücahit HAKTANIR

•    İsmail Erkam TÜZGEN

•    Mehmet Halit CALAYIR

•    Nizamettin Haşim ORDULU

In the event of a decrease in the number of the Board of Trustees members for any reason, the new member of the Board of Trustees to replace this person shall be selected upon the proposal of 1/3 of the total number of members and the approval of 2/3 of the total number of members.

An unlimited number of members may be admitted to the Board of Trustees upon the proposal of 1/3 of the total number of members and the approval of 2/3 of the total number of members. Members may resign from the Board of Trustees if they deem it necessary.

The Responsibilities and Powers of the Board of Trustees

Article 9: The board of trustees is the highest decision-making organ of the Foundation. The powers of the board of trustees are as follows:

a.    Selecting the board,
b.    Selecting the supervisory board,
c.    Adding members to or removing members from the advisory board,
d.    Discussing and reviewing the operating report prepared by the Foundation’s board and the reports of the supervisory board and discharging the board,
e.    Approving or revising the internal legislation drafts prepared by the Foundation board,
f.     Approving or revising the annual budget drafts prepared by the Foundation board,
g.    Deciding on purchases of real estates and sales of real estates possessed by the Foundation,
h.    Deciding whether members of the board and supervisory board shall be provided with honorarium, if any, the amount of it,
i.     Adding items to the Foundation Deed or revising it when necessary,
j.    Determining the Foundation’s general policies regarding its operations.

The Board of Trustees’ Meeting Date and Quorum

Article 10: The board of trustees’ first meeting shall be in the first month following the official registration of the Foundation.

The board of trustees hold the stated meeting upon the request of the board in the first 4 months of each year.

Principally, the member to hold the title of the Chairman of the Board of Trustees and serve as the chairman of the council until the next meeting of the board of trustees is elected among the members of the board of trustees by vote of majority. The chairman directs the meeting.

The board of trustees may also convene on extraordinary occasions upon the request of the board if at least one third of the members of the board of trustees submit a written request to the board. In stated and extraordinary meetings, issues that are not included in the announced agenda cannot be discussed. However, immediately after the organization of the council at the stated meeting, with the written proposal of at least one tenth of those present, it is possible to add items to the agenda except for the amendment of the Foundation Deed and issues that will impose obligations and responsibilities on the foundation bodies and the foundation. The meeting date, place, time and agenda shall be notified at least seven (7) days before the meeting date or by registered letter against signature.

The Board of Trustees shall convene as long as over half of the total number of members are present. If a majority cannot be achieved, the meeting will be held at the same place on the same day and time a week later. At this second meeting, the quorum of the meeting may not be less than one third (1/3) of the total number of members.

The board of trustees' quorum of decision is more than half of the participants in the meeting. If the voting ends in a tie, the vote of the chairman of the council is weighted as two votes. It is also decided how the voting will be held. Each member shall have one vote. A member who cannot attend the meeting may appoint another member of the board of trustees as a proxy with a signed letter of attorney. A member can be appointed as proxy of just one member.

The board of trustees' quorum of decision for amendments, corrections or additions is two thirds of the total number of members.

The Board

Article 11: The board is elected for two years by the board of trustees and is comprised of 9 permanent and 3 reserve members. The majority of board members must also be the members of the board of trustees. It is possible to elect people outside the foundation unless they are majority. The chairman, vice-chairman, and accounting member are elected at the first meeting of the board, and duties are assigned. One of the reserve members is assigned to the post in order to replace the member, whose membership in the board has ended for any reason before the term of office has expired. The board meets at least once a month. A member of the board who does not attend 3 consecutive meetings without an excuse deemed valid by the board, is regarded to have withdrawn from this position.

The quorum for the meeting is 5, and decisions are taken by majority of the present members. If the voting ends in a tie, the vote of the chairman of the council is weighted as two votes. The decisions taken shall be signed and entered into notarized minute book.

Other provisions related to the formation and functioning of the Board determined according to the Foundation Deed's Implementation Regulation.

The Duty, Authority and Responsibility of the Board

Article 12: The board is the administrative and executive body of the foundation.

With this function, the Board:

a.    Takes and implements all kinds of decisions in line with the Foundation's mission.

b.    In the light of the general policies determined by the board of trustees, the foundation ensures that its activities are carried out regularly and efficiently. In this context, it prepares the necessary internal regulation drafts and submits them for the approval of the board of trustees.

c.    The Foundation carries out the necessary work on the evaluation of its assets and the provision of new financial resources.

d.    On behalf of the legal entity of the Foundation, it makes the necessary initiatives and transactions with all natural and legal persons on legal, financial and other issues.

e.    It appoints a manager to the foundation provided that the manager's duties, powers and responsibilities are clearly determined in advance. Further, it may establish a general secretariat of the foundation or similar auxiliary units, if necessary, discharge manager.

f.    It selects the personnel to be employed at the Foundation, assign them to posts, pay their salary, and terminates their job when necessary.

g.    In accordance with the provisions of the relevant regulation, it decides to open and close branches and representative offices at home and abroad, and takes the necessary actions in this regard.

h.    It monitors and controls the accounting affairs of the Foundation, ensures that the statement of revenues and expenditures and financial statement are prepared and sent to the relevant administration and announced at the end of the accounting period.

i.    It implements the annual budget adopted by the board of trustees.

j.    It carries out the preparatory operations related to the meeting of the board of trustees.

k.    It submits the Foundation's operating report of the period at the meetings of the board of trustees.

l.    It carries out the duties required by the internal legislation and the Foundation Deed.

REPRESENTATION OF THE FOUNDATION

Article 13: The Foundation is represented by the board. The board may delegate this representation authority to the chairman or vice chairman of the board. The board may authorize one or more members, authorized officers, representatives or representative offices, regarding general and specific situations and topics within the principals to be stated, to conclude the contract, settle and alienate any agreement, legal document, deed on behalf of the Foundation.

SUPERVISORY BOARD

Article 14: The supervisory board is a body established to audit the activities and accounts of the foundation on behalf of the board of trustees. The members of supervisory board is elected out of the board of trustees or outside the Foundation as long as they are not majority, and it is consisted of 3 people. Also, 2 reserve members are elected. A reserve member is assigned to the post to replace the permanent member who left the post for any reason.

The supervisory board examines all books, records and documents. The report to be prepared as of the accounting period is submitted to the board to be sent to the board of trustees at least 15 (days) before the meeting of the board of trustees.

ADVISORY BOARD

Article 15: The Advisory Board is the board where consultations are held to make the activities of the Foundation more effective and efficient, and the results of the consultations are communicated to the board of trustees and the board as recommendations. Persons who have been serving or have previously served on the board of trustees of the Foundation or on the board are natural members of the advisory board, unless the board of trustees decides otherwise. Additionally, the members of the foundation who is recommended for the post by the board and deemed to be eligible become members of the advisory board.

The Advisory Board convenes at least once a year upon call from the Board.

Honorarium

Article 16: The board of trustees determines whether the members of the board and the supervisory board other than public officials will be provided with honorarium or will be paid, and if any, the amount of it.

(If there are public officials among the members, the honorarium will not be paid in accordance with sub-clause (e) of Article 2 of the Law No. 5072 on the Relations of Associations and Foundations with Public Institutions and Organizations.)

MEMBERSHIP TO THE FOUNDATION

Article 17: Persons who are deemed to serve the purposes and activities of the Foundation and who have completed the membership acceptance form prepared by the board by applying to the board and who have received the approval of eligibility of at least 2 foundation members are accepted as members of the Foundation after the decision of the board.

The members who have acted against the purposes and activities of the Foundation and are under prosecution including preliminary investigation due to a disgraceful offense according to the Turkish Penal Code may be removed from membership by a vote of 2/3 of members of the Board without any reason.

REVENUES OF THE FOUNDATION

Article 18: The revenues of the foundation are shown below.

a.    All kinds of conditional and unconditional supports and donations suitable for the purpose of the Foundation.

b.    Various revenues obtained from the activities of the Foundation

c.    Revenues obtained from economic enterprises, affiliates and partnerships

d.    Revenues to be obtained from utilizing movable and immovables as well as other assets and rights

EXPENDITURES FOR WHICH THE FOUNDATION'S INCOME WILL BE ALLOCATED AND SPENT

Article 19: At least two-thirds of the annual gross income of the foundation is allocated and spent for the mission of the foundation, the rest for management and maintenance expenses, as well as prudence and investments that increase the assets of the foundation.

AMENDMENT OF THE FOUNDATION DEED

Article 20: Amendment of the Foundation Deed is carried out after the written proposal of one fifth (1/5) of the board and the board of trustees and approval of the at least two third (2/3) of the total number of the board of trustees and by a resolution to be passed by the court.

TERMINATION OF THE FOUNDATION

Article 21: In case of termination of the Foundation for any reason, the assets and rights remaining from the liquidation of debts are transferred to another charitable institution that the board of trustees deems appropriate.

Termination of the Foundation is only possible with the written proposal of majority of the board and the board of trustees and approval of the two third of the board of trustees and a resolution by the court.