FISEK INSTITUTE
SCIENCE AND ACTION FOUNDATION FOR CHILD LABOR
(FISEK INSTITUTE – FISEK’S CHILDREN FOUNDATION)
INTRODUCTION:
A foundation has been established in accordance with the provisions of the Turkish Code of Civil Law by the judicial person, the name and address of which have been scripted under this transaction of the foundation.
NAME OF THE FOUNDATION
Clause 1: Name of the foundation is, FISEK INSTITUTE SCIENCE AND ACTION FOUNDATION FOR CHILD LABOUR, in short “FISEK INSTITUTE – FISEK’S CHILDREN FOUNDATION”
CENTRE OF FOUNDATION
Clause 2: Center of the foundation is in Ankara. Its address is Mesnevi Sokak 19/9 Cankaya-ANKARA. Foundation’s Committee of Charter Members, fulfilling the legal requirements, may open up branches, offices and representatives wherever required, may assign coordinators.
GENERAL OBJECTIVES OF THE FOUNDATION:
Clause 3: It aims to eliminate the facts forcing the children to work; to eradicate the factors endangering the health and security of those children in the working life; to maintain the health, self-esteem, and identity, balanced and healthy development of the child labour; and to form public opinion.
It aims to get benefit from the opportunities of the science of medicine in order to rise up the level of health, to maintain the health of the society; moving from the point that “health is not only a condition of physical and spiritual favour; but also a condition of social favour”; to get benefit from the opportunities of social sciences (and social security science branch) in order to protect and improve the social lives of people; to get benefit from the opportunities ofengineering sciences in order to purify the living and working areas from dangers; and to implement theoretical an practical (model) studies in order to substantiate the aforementioned aims. The foundation, while realizing those aims, gives priority to the child labour, youth, women, physically handicapped persons and other social risk groups; provides participation of them; and take care of their rights and benefits.
WORKS IN ORDER FOR THE FOUNDATION TO ACHIEVE ITS OBJECTIVE:
Clause 4: In order to achieve its objective, the foundation realizes the following works within the framework of the required legal permissions:
4.1. To commit itself to provide occupational health and safety services for official and private bodies; to make agreements; to provide charged or charge-free service to the members also, in the health cabinets, center or polyclinics it built.
4.2. To be representative or agent of the domestic or foreign; real and judicial people being active in relation to work safety and human health.
4.3. To carry out the following activities the subject of which is work safety, working environment, environment, health and social security
4.3.1. To arrange conferences and meetings, to participate these types of meetings,
4.3.2. To arrange courses, to hand out certificates, attendance certificates, etc. documents,
4.3.3. To carry out researches, to make researches carry out,
4.3.4. To provide service of book-publication
4.3.5. To open up permanent or temporary exhibitions, museums, bazaars,
4.3.6. To establish bodies
4.4. To build facilities in accordance with the scope of health tourism, to organize and to incorporate and to realize marketing in this subject with domestic and foreign institutions.
4.5. In order to assist in its own on subjects in relation to health-social security, work safety and working environment,
4.5.1. To build facilities such as hospitals and similar health institutions,
4.5.2. To open up under graduate and graduate and philosophy of doctorate programs in the universities,
4.5.3. To build factories of tools, equipment and machinery in relation to medicine, health and work safety,
4.5.4. To make sales of tools, equipment and machinery in relation to medicine, health and job security,
4.5.5. To provide group health services and education in one hand.
4.6. Provided to be in compliance with its subject and objective,
4.6.1. To commit itself on purchase, sale, import and export of any kind of material and to participate in tenders,
4.6.2. The foundation can sign agreements of any kind, any contracts with real and judicial persons, can build up institutions, can set up incorporations.
4.6.3. It can buy, rent, sell, mortgage and abrogate immovable and movable goods, can sign credit contracts of short term and long term to domestic and foreign sources, can take or give bonds.
4.6.4. It can acquire, use, or rent immaterial rights such as patent rights, licenses, copyrights, trades, trading marks, know-how.
WHAT THE FOUNDATION MAY PERFORM IN ORDER TO ACHIEVE THE ASSETS AND OBJECTIVE:
Clause 5 – The foundation forms its assets with a Mitsubishi Pickup truck and a case (movable clinic) furnished as an examination room. The license plate number of the pickup truck is 06 LRU 07; type is FE304BAEA2; motor serial number is 4D31A48304; case number is FE304BA61024.
With the permission of the authorized bodies, on the condition not to be contrary to the laws and within the legal limitations in order for the Foundation to achieve its objective,
The judicial person of the Foundation is authorized:
To own movable or immovable goods or any kind of goods, money or movable values by means of donations, testament and savings in relation to death or contracts among livings, to buy, to rent to use those;
To use immovable values or incomes in the assets of the foundation, to allot the investments;
On the condition not to be contrary to the objective of the foundation and to be partially or entirely allotted to the objective, to manage the movable or immovable goods, donations, testaments or any other savings and money;
To take, sell, mortgage, take incomes, spend any kind of movable value, profit securities and other documents and papers having economic value representing the shares;
To make contracts with Turkish or foreigner foundations or judicial persons;
To set up partnerships in order to increase the incomes to spend for the objectives, to be a partner, to participate, to get income and profit shares of these kind of establishments, to use up investments, to get any kind of bond from property to mortgage of immovable values, to set up and dissolve those;
When necessary in order to realize the objectives of the foundation, to borrow money or credit, to mortgage movable and immovable good for this purpose, to set up mortgages upon these;
To set up, operate, rent, be a partner, to contribute to the ones in management the units of production and service in relation to the objective of the foundation;
Briefly, to carry out all beneficiary, necessary, obligatory, judicial and legal initiatives, any kind of savings, operations and contracts, directly or by being a representative, in order for the objectives of the foundation to be realized and operated.
These authorizations cannot be utilized for the purposes prohibited by means of the different provisions of the act numbered 903 of the Code of Civil Law.
INCOMES OF THE FOUNDATION:
Clause 6 – The incomes of the foundation:
7.1. Attendance share of the judicial person signing the voucher of the foundation,
7.2. Any kind of donation, testament and aids,
7.3. Incomes, interests and profits of the assets of the foundation,
7.4. Incomes to be owned by means of utilization of the rights and authorizations specified in the voucher of the foundation,
7.5. Aid, donation, projects and contributions to be provided from the real and judicial; domestic and foreign persons,
7.6. Any kind of other incomes.
The incomes provided by the foundation and the donations made in order to be spent for a specific goal are spent for the purpose of improving the objectives of the foundation. Current, administrative and other expenses cannot exceed 20 % of the incomes of the Foundation.
ORGANS OF THE FOUNDATION:
Clause 7– The organs of the Foundation are Board of Charter Members, Board of Directors, Board of the Foundation General Directorship and Supervision
BOARD OF CHARTER MEMBERS
Clause 8 – Board of Charter Members is comprised of:
8.1. The ones making their properties on the foundation:
8.1.1. “Fisek Private Health Services and Research Institute Ltd. Co.”,
8.1.2. Oya Fisek
8.1.3. A. Gurhan Fisek.
8.2. The ones accepted to be included to the membership of the Board of Charter Members after the establishment of the Foundation.
TASKS OF THE BOARD OF CHARTER MEMBERS
Clause 9 – The tasks of the Board of Charter Members are as follows:
9.1. To save or to take over any kind of movable and immovable goods and money, rights having pecuniary values, shares or credit vouchers and similar precious documents, preferred shares, other than residence or proprietorship, real rights, partial or whole of a proprietorship, by means of donation, testament or by means of saving ways in regard to death, or purchasing, or hiring and to accept law cessions required in order for assets to be passed through the proprietorship of the Foundation and to do or make any kind of other private or Official Works done,
9.2. In order for the Foundation to realize its objective, to decide on how and when and in what amount the assets of the Foundation shall be utilized, and henceforth by means of saving from the assets of the Foundation, to sell, rent the movable and immovable goods within the framework of the Rules, to be authorized to collect and spend the incomes and to give necessary proposals or to make them be given for the immovable goods,
9.3. To own, to sell, to mortgage, etc the immovable goods, to decide on fiscal matters and to assign tasks or transfer authorization to the Board of Directors,
9.4. To choose the new ones for the memberships in the Board of Directors of in the Board of Auditors and memberships became empty; and to fire when considers necessary,
9.5. To discuss and evaluate the report of the Board of Auditors,
9.6. To examine the activity report, balance sheets, income-expenditure calculations prepared by the Board of Directors and acquit the Board of Directors,
9.7. Discussing the new term working program and budget of the Board of Directors, if necessary making alterations on, to make a decision on it; to accept additional budget and programs when necessary,
9.8. To make a decision on the short-term and long-term proposals in regard to the studies of the Foundation,
9.9. To decide on the fact whether the ones to be included in the membership of the Board of Charter Members, or not.
9.10. To accept regulations and directions, etc. lawful texts necessary from the point of view of inter-regulation and performance of the studies,
9.11. To make necessary alterations on the transaction of the Foundation,
9.12. To perform other tasks loaded onto the judicial person of the Foundation by means of the Foundation’s Transaction or given by the Laws.
GATHERING OF THE BOARD OF CHARTER MEMBERS AND DECISIONS
Clause 10 – The Board of Charter Members gathers once a year, in December. The Board of Directors, in necessary situations, may call the Board of Charter Members to meeting. The Board of Charter Members gathers on the condition that more than half of the members attend the meeting. On the condition that more than half of the members are not present in the first meeting, the date of the second meeting to be held not later than a week, is specified in the announcement and in the letter to be sent to the members.
A chairman, a vice chairman, and if necessary, two secretaries are chosen. The secretaries record the issues that have been discussed. The decisions taken are recorded onto the minutes and they are undersigned by the Chairman, Vice Chairman – and if exist by the secretaries. The decisions in the Board of Charter Members are taken by the absolute majority of the members attending the meeting. Every member, has an equivalent right to vote as that of the judicial person making his/her own properties on the foundation. The member that could not attend to the meeting of the Board of Charter Members, may send his/her attorney instead.
BOARD OF DIRECTORS, CHAIRMAN OF THE BOARD OF DIRECTORS AND REPRESENTATION:
Clause 11 –
1. The Board of Directors is comprised of seven members to be selected for two years. The members of the Board of Directors may be selected by the members of the Board of Charter Members and outside, as well. Besides, two reserve members are chosen.
2. The chairman of the Board of Charter Members is naturally the chairman of the Board of Directors. The chairman of the Board of Directors represents the Foundation.
The Board of Directors selects a vice chairman from the members of this Board. The vice chairman performs Chairmanship in the meetings of the Board of Directors when the chairman is absent. If necessary, authorization may be given to the Vice Chairman by the Board of Charter Members in order to represent the Foundation.
3. The Board of Directors of the Foundation is gathered once a month. The Chairman of the Board of Directors may, if necessary, call the Board of Directors to hold meeting. The member, not attending to the meeting without any excuse acceptable by the main Board of Directors four times, successively are considered to be drawn from the membership of the Board of Directors. He/she is replaced with the reserve member. The decisions are taken by the absolute majority of the total number of the members. The decisions are recorded onto the Decision notebook of the Board of Directors as approved by the notary public and signed by the members of the Board of Directors.
In times when there is no meeting, in order to make decisions in relation to the works of the Foundation, a Board of Performance of three members constituted of a chairman, vice chairman or one of the members and General Manager, may be formed by the Board of Directors. In which situations and on which matters this board shall make decisions are determined by the Board of Directors and approved by the Board of Charter Members.
TASKS OF THE BOARD OF DIRECTORS
Clause 12 – The tasks and the authorities of the Board of Directors are as follows:
1. To take all precautions beneficiary in order for the objective of the Foundation to realize,
2. To expend as allowed by the budgetary facts, as per the studies of the Foundation and to determine the methods of payment.
3. To draw up the budget and balance sheets; and income-expenditure table and activity reports of the Foundation,
4. To implement the decisions taken by the Board of Charter Members in relation to the assets of the Foundation and to the fiscal matters, and to utilize the transferred authorizations,
5. In accordance with the procedure, to keep notebooks of decisions, accountings, registered movable properties, and immovables,
6. To give explanation to the Board of Charter Members,
7. Performing the preparations of the proposals of alterations to be made on the transaction of the Foundation, to submit to the Board of the Charter Members,
8. To fulfill the decisions and the suggestions of the Board of the Charter Members,
9. To suggest ways and methods in order for the ones contributing in materialistic and moral ways to the Foundations to be rewarded,
10. To draw up necessary regulations and directions for the facilities to be established by the Foundation, to put into force by the approval of the Board of Charter Members and to implement its provisions.
APPOINTMENT OF THE ATTORNEY
Clause 13 – Board of Charter Members, or Main Board of Directors or Board of Directors of a Branch, may appoint one or more than one from their members or outside, as a representative or an attorney in order for the acceptance of the conditional and unconditional donations to the Foundation in convenience to the objective of the Foundation, in order for one or more works pertaining to the Foundation to be realized.
BOARD OF AUDITORS
Clause 14 – Board of Auditors is an organ formed in order to audit the activities and the accounts of the Foundation on behalf of the Board of Charter Members. Board of Auditors is comprised of three members selected by the Board of Charter Members among themselves or from outside for a period of two years, and besides, two reserve auditors are selected.
TASKS OF THE BOARD OF AUDITORS
Clause 15 –
1. Board of Auditors may, whenever it desires, examines and audits all of the documents, notebooks, accounts and certificates of the Foundation.
2. The tasks of the Main Board of Auditors are not limited to solely the fiscal matters. It investigates and examines the consistency of any kind of action of the Foundation with the short-term and long-term programs and social requirements.
3. The report to be drawn up in the beginning of every December of every year, is forwarded to the Board of Charter Members directly, to be dealt within fifteen days in the meeting of the Board of Charter Members. Main Board of Auditors may submit an extra ordinary report to the Board of Charter Members whenever it desires.
GENERAL MANAGEMENT OF THE FOUNDATION
Clause 16 – One of the organs of the Foundation is the General Management of the Foundation. General Manager of the Foundation is assigned among the members of the Board of Directors or from outside by the Board of Directors; and approved by the Board of Charter Members.
General Manager implements the decisions made by the Board of Directors and performs the other works given by the Board of Directors. Personnel as per the organization scheme and manpower plan to be approved by the Board of Charter Members are assigned by the Board of Directors.
ALTERATION OF THE FOUNDATION’S TRANSACTION
Clause 17– Foundation’s transaction may be altered in accordance with the requirements. Alteration may be done in the transaction by the proposal of more than half of the members of the Board of Charter Members and the decision of two thirds of the Board of Charter Members.
ENDING OF FOUNDATION
Clause 18 – On the condition that it is necessary to abrogate the foundation by any reason, by the majority of the two thirds of the Board of Charter Members, decision to abrogate is made.
On the condition of abrogation for any reason, the goods belonging to the Foundation is transferred to another foundation or public body having the same objectives.
CHARTER MEMBERS OF THE FOUNDATION:
Clause 19 – The founder of the Foundation is “Fisek Private Health Services and Research Institute Ltd. Co.” Persons who are the partners of this judicial person in ratios of 1/2 are given below. These persons shall constitute the Board of Charter Members of the Foundation.
1. Fisek Private Health Services and Research Institute Ltd. Co.
2. OYA FISEK
3. ALI GURHAN FISEK
PROVISIONAL CLAUSES
Provisional Clause 1– The Board of Charter Members, forming the Board of Directors, shall have called the Board of Directors to the meeting not later than three months from the official registration of the Foundation. Within this period, the Board of Charter Members shall utilize all of the tasks and authorities specified in the transaction.
Provisional Clause 2– A.Gurhan Fisek has been authorized in order to perform any kind of operation required for the official registration of this Foundation.